UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF 

TEXAS, DALLAS DIVISION 

In Re: Highland Capital Management, L.P. § Case No. 19-34054-SGJ-11 

The Charitable DAF Fund LP § 

 Appellant § 22-03052 

vs. § 

Highland Capital Management, L.P. § 

 Appellee § 3:22-CV-02280-S

[43] Order granting amended motion to dismiss adversary proceeding with prejudice (related 

document # 19) Entered on 9/30/2022 

APPELLANT RECORD 

VOLUME 6 

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DOCS_SF:104487.21 36027/002

Exhibit A 

Fifth Amended Plan (as Modified) 

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000859

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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

HIGHLAND CAPITAL MANAGEMENT, L.P.,1

Debtor. 

) 

) 

) 

) 

) 

) 

) 

Chapter 11 

Case No. 19-34054-sgj11 

FIFTH AMENDED PLAN OF REORGANIZATION OF HIGHLAND 

CAPITAL MANAGEMENT, L.P. (AS MODIFIED) 

PACHULSKI STANG ZIEHL & JONES LLP 

Jeffrey N. Pomerantz (CA Bar No.143717) 

Ira D. Kharasch (CA Bar No. 109084) 

Gregory V. Demo (NY Bar No. 5371992) 

10100 Santa Monica Boulevard, 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Email: jpomerantz@pszjlaw.com 

 ikharasch@pszjlaw.com 

 gdemo@pszjlaw.com 

HAYWARD & ASSOCIATES PLLC 

Melissa S. Hayward (TX Bar No. 24044908) 

Zachery Z. Annable (TX Bar No. 24053075) 

10501 N. Central Expy, Ste. 106 

Dallas, TX 75231 

Telephone: (972) 755-7100 

Facsimile: (972) 755-7110 

Email: MHayward@HaywardFirm.com 

 ZAnnable@HaywardFirm.com: 

Counsel for the Debtor and Debtor-in-Possession 

1

 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address 

for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201. 

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000860

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- i - 

ARTICLE I. RULES OF INTERPRETATION, COMPUTATION OF TIME, 

GOVERNING LAW AND DEFINED TERMS .............................................. 1

A. Rules of Interpretation, Computation of Time and Governing Law ..................... 1

B. Defined Terms ...................................................................................................... 2

ARTICLE II. ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS................. 16

A. Administrative Expense Claims .......................................................................... 16

B. Professional Fee Claims ...................................................................................... 17

C. Priority Tax Claims ............................................................................................. 17

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS 

AND EQUITY INTERESTS ......................................................................... 18

A. Summary ............................................................................................................. 18

B. Summary of Classification and Treatment of Classified Claims and 

Equity Interests ................................................................................................... 18

C. Elimination of Vacant Classes ............................................................................ 19

D. Impaired/Voting Classes ..................................................................................... 19

E. Unimpaired/Non-Voting Classes ........................................................................ 19

F. Impaired/Non-Voting Classes ............................................................................. 19

G. Cramdown ........................................................................................................... 19

H. Classification and Treatment of Claims and Equity Interests ............................. 19

I. Special Provision Governing Unimpaired Claims .............................................. 24

J. Subordinated Claims ........................................................................................... 24

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THIS PLAN ..................................... 24

A. Summary ............................................................................................................. 24

B. The Claimant Trust ............................................................................................. 25

1. Creation and Governance of the Claimant Trust and Litigation 

Sub-Trust................................................................................................. 25 

2. Claimant Trust Oversight Committee ..................................................... 26 

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000861

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- ii - 

3. Purpose of the Claimant Trust. ............................................................... 27 

4. Purpose of the Litigation Sub-Trust. ....................................................... 27 

5. Claimant Trust Agreement and Litigation Sub-Trust Agreement. ......... 27 

6. Compensation and Duties of Trustees. ................................................... 29 

7. Cooperation of Debtor and Reorganized Debtor. ................................... 29 

8. United States Federal Income Tax Treatment of the Claimant 

Trust. ....................................................................................................... 29 

9. Tax Reporting. ........................................................................................ 30 

10. Claimant Trust Assets. ............................................................................ 30 

11. Claimant Trust Expenses. ....................................................................... 31 

12. Trust Distributions to Claimant Trust Beneficiaries. .............................. 31 

13. Cash Investments. ................................................................................... 31 

14. Dissolution of the Claimant Trust and Litigation Sub-Trust. ................. 31 

C. The Reorganized Debtor ..................................................................................... 32

1. Corporate Existence ................................................................................ 32 

2. Cancellation of Equity Interests and Release.......................................... 32 

3. Issuance of New Partnership Interests .................................................... 32 

4. Management of the Reorganized Debtor ................................................ 33 

5. Vesting of Assets in the Reorganized Debtor ......................................... 33 

6. Purpose of the Reorganized Debtor ........................................................ 33 

7. Distribution of Proceeds from the Reorganized Debtor Assets; 

Transfer of Reorganized Debtor Assets .................................................. 33 

D. Company Action ................................................................................................. 34

E. Release of Liens, Claims and Equity Interests.................................................... 35

F. Cancellation of Notes, Certificates and Instruments........................................... 35

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000862

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- iii - 

G. Cancellation of Existing Instruments Governing Security Interests ................... 35

H. Control Provisions .............................................................................................. 35

I. Treatment of Vacant Classes .............................................................................. 36

J. Plan Documents .................................................................................................. 36

K. Highland Capital Management, L.P. Retirement Plan and Trust ....................... 36

ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED 

LEASES ......................................................................................................... 37

A. Assumption, Assignment, or Rejection of Executory Contracts and 

Unexpired Leases ................................................................................................ 37

B. Claims Based on Rejection of Executory Contracts or Unexpired 

Leases .................................................................................................................. 38

C. Cure of Defaults for Assumed or Assigned Executory Contracts and 

Unexpired Leases ................................................................................................ 38

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ............................................. 39

A. Dates of Distributions ......................................................................................... 39

B. Distribution Agent .............................................................................................. 39

C. Cash Distributions ............................................................................................... 40

D. Disputed Claims Reserve .................................................................................... 40

E. Distributions from the Disputed Claims Reserve ............................................... 40

F. Rounding of Payments ........................................................................................ 40

G. De Minimis Distribution ..................................................................................... 41

H. Distributions on Account of Allowed Claims ..................................................... 41

I. General Distribution Procedures ......................................................................... 41

J. Address for Delivery of Distributions................................................................. 41

K. Undeliverable Distributions and Unclaimed Property ........................................ 41

L. Withholding Taxes .............................................................................................. 42

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000863

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- iv - 

M. Setoffs ................................................................................................................. 42

N. Surrender of Cancelled Instruments or Securities .............................................. 42

O. Lost, Stolen, Mutilated or Destroyed Securities ................................................. 43

ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, 

UNLIQUIDATED AND DISPUTED CLAIMS ............................................ 43

A. Filing of Proofs of Claim .................................................................................... 43

B. Disputed Claims .................................................................................................. 43

C. Procedures Regarding Disputed Claims or Disputed Equity Interests ............... 43

D. Allowance of Claims and Equity Interests .......................................................... 44

1. Allowance of Claims............................................................................... 44 

2. Estimation ............................................................................................... 44 

3. Disallowance of Claims .......................................................................... 44 

ARTICLE VIII. EFFECTIVENESS OF THIS PLAN ............................................................... 45

A. Conditions Precedent to the Effective Date ........................................................ 45

B. Waiver of Conditions .......................................................................................... 46

C. Dissolution of the Committee ............................................................................. 46

ARTICLE IX. EXCULPATION, INJUNCTION AND RELATED PROVISIONS ................. 47

A. General ................................................................................................................ 47

B. Discharge of Claims ............................................................................................ 47

C. Exculpation ......................................................................................................... 47

D. Releases by the Debtor........................................................................................ 48

E. Preservation of Rights of Action......................................................................... 49

1. Maintenance of Causes of Action ........................................................... 49 

2. Preservation of All Causes of Action Not Expressly Settled or 

Released .................................................................................................. 49 

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- v - 

F. Injunction ............................................................................................................ 50

G. Duration of Injunctions and Stays....................................................................... 51

H. Continuance of January 9 Order ......................................................................... 51

ARTICLE X. BINDING NATURE OF PLAN .......................................................................... 51

ARTICLE XI. RETENTION OF JURISDICTION .................................................................... 52

ARTICLE XII. MISCELLANEOUS PROVISIONS ................................................................. 54

A. Payment of Statutory Fees and Filing of Reports ............................................... 54

B. Modification of Plan ........................................................................................... 54

C. Revocation of Plan .............................................................................................. 54

D. Obligations Not Changed .................................................................................... 55

E. Entire Agreement ................................................................................................ 55

F. Closing of Chapter 11 Case ................................................................................ 55

G. Successors and Assigns....................................................................................... 55

H. Reservation of Rights .......................................................................................... 55

I. Further Assurances.............................................................................................. 56

J. Severability ......................................................................................................... 56

K. Service of Documents ......................................................................................... 56

L. Exemption from Certain Transfer Taxes Pursuant to Section 1146(a) of 

the Bankruptcy Code........................................................................................... 57

M. Governing Law ................................................................................................... 58

N. Tax Reporting and Compliance .......................................................................... 58

O. Exhibits and Schedules ....................................................................................... 58

P. Controlling Document ........................................................................................ 58

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000865

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DEBTOR’S CHAPTER 11 PLAN OF REORGANIZATION 

HIGHLAND CAPITAL MANAGEMENT, L.P., as debtor and debtor-in-possession in the 

above-captioned case (the “Debtor”), proposes the following chapter 11 plan of reorganization (the 

“Plan”) for, among other things, the resolution of the outstanding Claims against, and Equity 

Interests in, the Debtor. Unless otherwise noted, capitalized terms used in this Plan have the 

meanings set forth in Article I of this Plan. The Debtor is the proponent of this Plan within the 

meaning of section 1129 of the Bankruptcy Code. 

Reference is made to the Disclosure Statement (as such term is defined herein and 

distributed contemporaneously herewith) for a discussion of the Debtor’s history, business, results 

of operations, historical financial information, projections and assets, and for a summary and 

analysis of this Plan and the treatment provided for herein. There also are other agreements and 

documents that may be Filed with the Bankruptcy Court that are referenced in this Plan or the 

Disclosure Statement as Exhibits and Plan Documents. All such Exhibits and Plan Documents are 

incorporated into and are a part of this Plan as if set forth in full herein. Subject to the other 

provisions of this Plan, and in accordance with the requirements set forth in section 1127 of the 

Bankruptcy Code and Bankruptcy Rule 3019, the Debtor reserves the right to alter, amend, modify, 

revoke, or withdraw this Plan prior to the Effective Date. 

If this Plan cannot be confirmed, for any reason, then subject to the terms set forth herein, 

this Plan may be revoked. 

ARTICLE I.

RULES OF INTERPRETATION, COMPUTATION OF TIME, 

GOVERNING LAW AND DEFINED TERMS 

A. Rules of Interpretation, Computation of Time and Governing Law 

For purposes hereof: (a) in the appropriate context, each term, whether stated in the 

singular or the plural, shall include both the singular and the plural, and pronouns stated in the 

masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; 

(b) any reference herein to a contract, lease, instrument, release, indenture or other agreement or 

document being in a particular form or on particular terms and conditions means that the referenced 

document, as previously amended, modified or supplemented, if applicable, shall be substantially 

in that form or substantially on those terms and conditions; (c) any reference herein to an existing 

document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it 

may thereafter be amended, modified or supplemented in accordance with its terms; (d) unless 

otherwise specified, all references herein to “Articles,” “Sections,” “Exhibits” and “Plan 

Documents” are references to Articles, Sections, Exhibits and Plan Documents hereof or hereto; 

(e) unless otherwise stated, the words “herein,” “hereof,” “hereunder” and “hereto” refer to this 

Plan in its entirety rather than to a particular portion of this Plan; (f) captions and headings to 

Articles and Sections are inserted for convenience of reference only and are not intended to be a 

part of or to affect the interpretation hereof; (g) any reference to an Entity as a Holder of a Claim 

or Equity Interest includes such Entity’s successors and assigns; (h) the rules of construction set 

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000866

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forth in section 102 of the Bankruptcy Code shall apply; (i) any term used in capitalized form 

herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy 

Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy 

Rules, as the case may be; and (j) “$” or “dollars” means Dollars in lawful currency of the United 

States of America. The provisions of Bankruptcy Rule 9006(a) shall apply in computing any 

period of time prescribed or allowed herein. 

B. Defined Terms 

Unless the context otherwise requires, the following terms shall have the following 

meanings when used in capitalized form herein: 

1. “Acis” means collectively Acis Capital Management, L.P. and Acis Capital 

Management GP, LLP. 

2. “Administrative Expense Claim” means any Claim for costs and expenses 

of administration of the Chapter 11 Case that is Allowed pursuant to sections 503(b), 507(a)(2), 

507(b) or 1114(2) of the Bankruptcy Code, including, without limitation, (a) the actual and 

necessary costs and expenses incurred after the Petition Date and through the Effective Date of 

preserving the Estate and operating the business of the Debtor; and (b) all fees and charges assessed 

against the Estate pursuant to sections 1911 through 1930 of chapter 123 of title 28 of the United 

States Code, and that have not already been paid by the Debtor during the Chapter 11 Case and a 

Professional Fee Claim. 

3. “Administrative Expense Claims Bar Date” means, with respect to any 

Administrative Expense Claim (other than a Professional Fee Claim) becoming due on or prior to 

the Effective Date, 5:00 p.m. (prevailing Central Time) on such date that is forty-five days after 

the Effective Date. 

4. “Administrative Expense Claims Objection Deadline” means, with respect 

to any Administrative Expense Claim, the later of (a) ninety (90) days after the Effective Date and 

(b) sixty (60) days after the timely Filing of the applicable request for payment of such 

Administrative Expense Claim; provided, however, that the Administrative Expense Claims 

Objection Deadline may be extended by the Bankruptcy Court upon a motion by the Claimant 

Trustee. 

5. “Affiliate” of any Person means any Entity that, with respect to such Person, 

either (i) is an “affiliate” as defined in section 101(2) of the Bankruptcy Code, or (ii) is an 

“affiliate” as defined in Rule 405 of the Securities Act of 1933, or (iii) directly or indirectly, 

through one or more intermediaries, controls, is controlled by, or is under common control with, 

such Person. For the purposes of this definition, the term “control” (including, without limitation, 

the terms “controlled by” and “under common control with”) means the possession, directly or 

indirectly, of the power to direct or cause the direction in any respect of the management or policies 

of a Person, whether through the ownership of voting securities, by contract, or otherwise. 

6. “Allowed” means, with respect to any Claim, except as otherwise provided 

in the Plan: (a) any Claim that is evidenced by a Proof of Claim that has been timely Filed by the 

Bar Date, or that is not required to be evidenced by a Filed Proof of Claim under the Bankruptcy 

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000867

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3 

Code or a Final Order; (b) a Claim that is listed in the Schedules as not contingent, not unliquidated, 

and not disputed and for which no Proof of Claim has been timely filed; (c) a Claim Allowed 

pursuant to the Plan or an order of the Bankruptcy Court that is not stayed pending appeal; or (d) 

a Claim that is not Disputed (including for which a Proof of Claim has been timely filed in a 

liquidated and noncontingent amount that has not been objected to by the Claims Objection 

Deadline or as to which any such objection has been overruled by Final Order); provided, however,

that with respect to a Claim described in clauses (a) and (b) above, such Claim shall be considered 

Allowed only if and to the extent that, with respect to such Claim, no objection to the allowance 

thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy 

Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and 

the Claim shall have been Allowed as set forth above. 

7. “Allowed Claim or Equity Interest” means a Claim or an Equity Interest of 

the type that has been Allowed. 

8. “Assets” means all of the rights, titles, and interest of the Debtor, 

Reorganized Debtor, or Claimant Trust, in and to property of whatever type or nature, including, 

without limitation, real, personal, mixed, intellectual, tangible, and intangible property, the 

Debtor’s books and records, and the Causes of Action. 

9. “Available Cash” means any Cash in excess of the amount needed for the 

Claimant Trust and Reorganized Debtor to maintain business operations as determined in the sole 

discretion of the Claimant Trustee. 

10. “Avoidance Actions” means any and all avoidance, recovery, subordination 

or other actions or remedies that may be brought by and on behalf of the Debtor or its Estate under 

the Bankruptcy Code or applicable nonbankruptcy law, including, without limitation, actions or 

remedies arising under sections 502, 510, 544, 545, and 547-553 of the Bankruptcy Code or under 

similar state or federal statutes and common law, including fraudulent transfer laws 

11. “Ballot” means the form(s) distributed to holders of Impaired Claims or 

Equity Interests entitled to vote on the Plan on which to indicate their acceptance or rejection of 

the Plan. 

12. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. 

§§ 101-1532, as amended from time to time and as applicable to the Chapter 11 Case. 

13. “Bankruptcy Court” means the United States Bankruptcy Court for the 

Northern District of Texas, Dallas Division, or any other court having jurisdiction over the 

Chapter 11 Case. 

14. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and 

the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for 

the Northern District of Texas, Dallas Division, in each case as amended from time to time and as 

applicable to the Chapter 11 Case. 

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000868

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4 

15. “Bar Date” means the applicable deadlines set by the Bankruptcy Court for 

the filing of Proofs of Claim against the Debtor as set forth in the Bar Date Order, which deadlines 

may be or have been extended for certain Claimants by order of the Bankruptcy Court. 

16. “Bar Date Order” means the Order (I) Establishing Bar Dates for Filing 

Proofs of Claim and (II) Approving the Form and Manner of Notice Thereof [D.I. 488]. 

17. “Business Day” means any day, other than a Saturday, Sunday or “legal 

holiday” (as defined in Bankruptcy Rule 9006(a)). 

18. “Cash” means the legal tender of the United States of America or the 

equivalent thereof. 

19. “Causes of Action” means any action, claim, cross-claim, third-party claim, 

cause of action, controversy, demand, right, Lien, indemnity, contribution, guaranty, suit, 

obligation, liability, debt, damage, judgment, account, defense, remedy, offset, power, privilege, 

license and franchise of any kind or character whatsoever, in each case whether known, unknown, 

contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or 

unliquidated, disputed or undisputed, foreseen or unforeseen, direct or indirect, choate or inchoate, 

secured or unsecured, assertable directly or derivatively (including, without limitation, under alter 

ego theories), whether arising before, on, or after the Petition Date, in contract or in tort, in law or 

in equity or pursuant to any other theory of law. For the avoidance of doubt, Cause of Action 

includes, without limitation,: (a) any right of setoff, counterclaim or recoupment and any claim for 

breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to 

Claims or Equity Interests; (c) any claim pursuant to section 362 or chapter 5 of the Bankruptcy 

Code; (d) any claim or defense including fraud, mistake, duress and usury, and any other defenses 

set forth in section 558 of the Bankruptcy Code; (e) any claims under any state or foreign law, 

including, without limitation, any fraudulent transfer or similar claims; (f) the Avoidance Actions, 

and (g) the Estate Claims. The Causes of Action include, without limitation, the Causes of Action 

belonging to the Debtor’s Estate listed on the schedule of Causes of Action to be filed with the 

Plan Supplement. 

20. “CEO/CRO” means James P. Seery, Jr., the Debtor’s chief executive officer 

and chief restructuring officer. 

21. “Chapter 11 Case” means the Debtor’s case under chapter 11 of the 

Bankruptcy Code commenced on the Petition Date in the Delaware Bankruptcy Court and 

transferred to the Bankruptcy Court on December 4, 2019, and styled In re Highland Capital 

Management, L.P., Case No. 19-34054-sgj-11. 

22. “Claim” means any “claim” against the Debtor as defined in section 101(5) 

of the Bankruptcy Code. 

23. “Claims Objection Deadline” means the date that is 180 days after the 

Confirmation Date; provided, however, the Claims Objection Deadline may be extended by the 

Bankruptcy Court upon a motion by the Claimant Trustee. 

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000869

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5 

24. “Claimant Trust” means the trust established for the benefit of the Claimant 

Trust Beneficiaries on the Effective Date in accordance with the terms of this Plan and the 

Claimant Trust Agreement. 

25. “Claimant Trust Agreement” means the agreement Filed in the Plan 

Supplement establishing and delineating the terms and conditions of the Claimant Trust. 

26. “Claimant Trust Assets” means (i) other than the Reorganized Debtor 

Assets (which are expressly excluded from this definition), all other Assets of the Estate, including, 

but not limited to, all Causes of Action, Available Cash, any proceeds realized or received from 

such Assets, all rights of setoff, recoupment, and other defenses with respect, relating to, or arising 

from such Assets, (ii) any Assets transferred by the Reorganized Debtor to the Claimant Trust on 

or after the Effective Date, (iii) the limited partnership interests in the Reorganized Debtor, and 

(iv) the ownership interests in New GP LLC. For the avoidance of doubt, any Causes of Action 

that, for any reason, are not capable of being transferred to the Claimant Trust shall constitute 

Reorganized Debtor Assets. 

27. “Claimant Trust Beneficiaries” means the Holders of Allowed General 

Unsecured Claims, Holders of Allowed Subordinated Claims, including, upon Allowance, 

Disputed General Unsecured Claims and Disputed Subordinated Claims that become Allowed 

following the Effective Date, and, only upon certification by the Claimant Trustee that the Holders 

of such Claims have been paid indefeasibly in full plus, to the extent all Allowed unsecured Claims, 

excluding Subordinated Claims, have been paid in full, post-petition interest from the Petition Date 

at the Federal Judgment Rate in accordance with the terms and conditions set forth in the Claimant 

Trust Agreement and all Disputed Claims in Class 8 and Class 9 have been resolved, Holders of 

Allowed Class B/C Limited Partnership Interests, and Holders of Allowed Class A Limited 

Partnership Interests. 

28. “Claimant Trustee” means James P. Seery, Jr., the Debtor’s chief executive 

officer and chief restructuring officer, or such other Person identified in the Plan Supplement who 

will act as the trustee of the Claimant Trust in accordance with the Plan, the Confirmation Order, 

and Claimant Trust Agreement or any replacement trustee pursuant to (and in accordance with) 

the Claimant Trust Agreement. The Claimant Trustee shall be responsible for, among other things, 

monetizing the Estate’s investment assets, resolving Claims (other than those Claims assigned to 

the Litigation Sub-Trust for resolution), and, as the sole officer of New GP LLC, winding down 

the Reorganized Debtor’s business operations. 

29. “Claimant Trust Expenses” means all reasonable legal and other reasonable 

professional fees, costs, and expenses incurred by the Trustees on account of administration of the 

Claimant Trust, including any reasonable administrative fees and expenses, reasonable attorneys’ 

fees and expenses, reasonable insurance costs, taxes, reasonable escrow expenses, and other 

expenses. 

30. “Claimant Trust Interests” means the non-transferable interests in the 

Claimant Trust that are issued to the Claimant Trust Beneficiaries pursuant to this Plan; provided, 

however, Holders of Class A Limited Partnership Interests, Class B Limited Partnership Interests, 

and Class C Limited Partnership Interests will not be deemed to hold Claimant Trust Interests 

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000870

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6 

unless and until the Contingent Claimant Trust Interests distributed to such Holders vest in 

accordance with the terms of this Plan and the Claimant Trust Agreement. 

31. “Claimant Trust Oversight Committee” means the committee of five 

Persons established pursuant to ARTICLE IV of this Plan to oversee the Claimant Trustee’s 

performance of its duties and otherwise serve the functions described in this Plan and the Claimant 

Trust Agreement. 

32. “Class” means a category of Holders of Claims or Equity Interests as set 

forth in ARTICLE III hereof pursuant to section 1122(a) of the Bankruptcy Code. 

33. “Class A Limited Partnership Interest” means the Class A Limited 

Partnership Interests as defined in the Limited Partnership Agreement held by The Dugaboy 

Investment Trust, Mark and Pamela Okada Family Trust – Exempt Trust 2, Mark and Pamela 

Okada – Exempt Descendants’ Trust, and Mark Kiyoshi Okada, and the General Partner Interest. 

34. “Class B Limited Partnership Interest” means the Class B Limited 

Partnership Interests as defined in the Limited Partnership Agreement held by Hunter Mountain 

Investment Trust. 

35. “Class B/C Limited Partnership Interests” means, collectively, the Class B 

Limited Partnership and Class C Limited Partnership Interests. 

36. “Class C Limited Partnership Interest” means the Class C Limited 

Partnership Interests as defined in the Limited Partnership Agreement held by Hunter Mountain 

Investment Trust. 

37. “Committee” means the Official Committee of Unsecured Creditors 

appointed by the U.S. Trustee pursuant to 11 U.S.C. § 1102(a)(1) on October 29, 2019 [D.I. 65], 

consisting of (i) the Redeemer Committee of Highland Crusader Fund, (ii) Meta-e Discovery, 

(iii) UBS, and (iv) Acis. 

38. “Confirmation Date” means the date on which the clerk of the Bankruptcy 

Court enters the Confirmation Order on the docket of the Bankruptcy Court. 

39. “Confirmation Hearing” means the hearing held by the Bankruptcy Court 

pursuant to section 1128 of the Bankruptcy Code to consider confirmation of this Plan, as such 

hearing may be adjourned or continued from time to time. 

40. “Confirmation Order” means the order of the Bankruptcy Court confirming 

this Plan pursuant to section 1129 of the Bankruptcy Code. 

41. “Convenience Claim” means any prepetition, liquidated, and unsecured 

Claim against the Debtor that as of the Confirmation Date is less than or equal to $1,000,000 or 

any General Unsecured Claim that makes the Convenience Class Election. For the avoidance of 

doubt, the Reduced Employee Claims will be Convenience Claims. 

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000871

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7 

42. “Convenience Claim Pool” means the $13,150,000 in Cash that shall be 

available upon the Effective Date for distribution to Holders of Convenience Claims under the 

Plan as set forth herein. Any Cash remaining in the Convenience Claim Pool after all distributions 

on account of Convenience Claims have been made will be transferred to the Claimant Trust and 

administered as a Claimant Trust Asset. 

43. “Convenience Class Election” means the option provided to each Holder of 

a General Unsecured Claim that is a liquidated Claim as of the Confirmation Date on their Ballot 

to elect to reduce their claim to $1,000,000 and receive the treatment provided to Convenience 

Claims. 

44. “Contingent Claimant Trust Interests” means the contingent Claimant Trust 

Interests to be distributed to Holders of Class A Limited Partnership Interests, Holders of Class B 

Limited Partnership Interests, and Holders of Class C Limited Partnership Interests in accordance 

with this Plan, the rights of which shall not vest, and consequently convert to Claimant Trust 

Interests, unless and until the Claimant Trustee Files a certification that all holders of Allowed 

General Unsecured Claims have been paid indefeasibly in full, plus, to the extent all Allowed 

unsecured Claims, excluding Subordinated Claims, have been paid in full, all accrued and unpaid 

post-petition interest from the Petition Date at the Federal Judgment Rate and all Disputed Claims 

in Class 8 and Class 9 have been resolved. As set forth in the Claimant Trust Agreement, the 

Contingent Claimant Trust Interests distributed to the Holders of Class A Limited Partnership 

Interests will be subordinated to the Contingent Claimant Trust Interests distributed to the Holders 

of Class B/C Limited Partnership Interests. 

45. “Debtor” means Highland Capital Management, L.P. in its capacity as 

debtor and debtor in possession in the Chapter 11 Case. 

46. “Delaware Bankruptcy Court” means the United States Bankruptcy Court 

for the District of Delaware. 

47. “Disclosure Statement” means that certain Disclosure Statement for 

Debtor’s Fifth Amended Chapter 11 Plan of Reorganization, as amended, supplemented, or 

modified from time to time, which describes this Plan, including all exhibits and schedules thereto 

and references therein that relate to this Plan. 

48. “Disputed” means with respect to any Claim or Equity Interest, any Claim 

or Equity Interest that is not yet Allowed. 

49. “Disputed Claims Reserve” means the appropriate reserve(s) or account(s) 

to be established on the Initial Distribution Date and maintained by the Claimant Trustee for 

distributions on account of Disputed Claims that may subsequently become an Allowed Claim. 

50. “Disputed Claims Reserve Amount” means, for purposes of determining the 

Disputed Claims Reserve, the Cash that would have otherwise been distributed to a Holder of a 

Disputed Claim at the time any distributions of Cash are made to the Holders of Allowed Claims. 

The amount of the Disputed Claim upon which the Disputed Claims Reserve is calculated shall 

be: (a) the amount set forth on either the Schedules or the filed Proof of Claim, as applicable; (b) 

the amount agreed to by the Holder of the Disputed Claim and the Claimant Trustee or Reorganized 

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000872

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8 

Debtor, as applicable; (c) the amount ordered by the Bankruptcy Court if it enters an order 

disallowing, in whole or in part, a Disputed Claim; or (d) as otherwise ordered by the Bankruptcy 

Court, including an order estimating the Disputed Claim. 

51. “Distribution Agent” means the Claimant Trustee, or any party designated 

by the Claimant Trustee to serve as distribution agent under this Plan. 

52. “Distribution Date” means the date or dates determined by the Reorganized 

Debtor or the Claimant Trustee, as applicable, on or after the Initial Distribution Date upon which 

the Distribution Agent shall make distributions to holders of Allowed Claims and Interests entitled 

to receive distributions under the Plan. 

53. “Distribution Record Date” means the date for determining which Holders 

of Claims and Equity Interests are eligible to receive distributions hereunder, which date shall be 

the Effective Date or such later date determined by the Bankruptcy Court. 

54. “Effective Date” means the Business Day that this Plan becomes effective 

as provided in ARTICLE VIII hereof. 

55. “Employees” means the employees of the Debtor set forth in the Plan 

Supplement. 

56. “Enjoined Parties” means (i) all Entities who have held, hold, or may hold 

Claims against or Equity Interests in the Debtor (whether or not proof of such Claims or Equity 

Interests has been filed and whether or not such Entities vote in favor of, against or abstain from 

voting on the Plan or are presumed to have accepted or deemed to have rejected the Plan), (ii) 

James Dondero (“Dondero”), (iii) any Entity that has appeared and/or filed any motion, objection, 

or other pleading in this Chapter 11 Case regardless of the capacity in which such Entity appeared 

and any other party in interest, (iv) any Related Entity, and (v) the Related Persons of each of the 

foregoing. 

57. “Entity” means any “entity” as defined in section 101(15) of the Bankruptcy 

Code and also includes any Person or any other entity. 

58. “Equity Interest” means any Equity Security in the Debtor, including, 

without limitation, all issued, unissued, authorized or outstanding partnership interests, shares, of 

stock or limited company interests, the Class A Limited Partnership Interests, the Class B Limited 

Partnership Interests, and the Class C Limited Partnership Interests. 

59. “Equity Security” means an “equity security” as defined in section 101(16) 

of the Bankruptcy Code. 

60. “Estate” means the bankruptcy estate of the Debtor created by virtue of 

section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Case. 

61. “Estate Claims” has the meaning given to it in Exhibit A to the Notice of 

Final Term Sheet [D.I. 354]. 

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000873

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62. “Exculpated Parties” means, collectively, (i) the Debtor and its successors 

and assigns, (ii) the Employees, (iii) Strand, (iv) the Independent Directors, (v) the Committee, 

(vi) the members of the Committee (in their official capacities), (vii) the Professionals retained by 

the Debtor and the Committee in the Chapter 11 Case, (viii) the CEO/CRO; and (ix) the Related 

Persons of each of the parties listed in (iv) through (viii); provided, however, that, for the avoidance 

of doubt, none of James Dondero, Mark Okada, NexPoint Advisors, L.P. (and any of its 

subsidiaries and managed entities), the Charitable Donor Advised Fund, L.P. (and any of its 

subsidiaries, including CLO Holdco, Ltd., and managed entities), Highland CLO Funding, Ltd. 

(and any of its subsidiaries, members, and managed entities), Highland Capital Management Fund 

Advisors, L.P. (and any of its subsidiaries and managed entities), NexBank, SSB (and any of its 

subsidiaries), the Hunter Mountain Investment Trust (or any trustee acting for the trust), the 

Dugaboy Investment Trust (or any trustee acting for the trust), or Grant Scott is included in the 

term “Exculpated Party.” 

63. “Executory Contract” means a contract to which the Debtor is a party that 

is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code. 

64. “Exhibit” means an exhibit annexed hereto or to the Disclosure Statement 

(as such exhibits are amended, modified or otherwise supplemented from time to time), which are 

incorporated by reference herein. 

65. “Federal Judgment Rate” means the post-judgment interest rate set forth in 

28 U.S.C. § 1961 as of the Effective Date. 

66. “File” or “Filed” or “Filing” means file, filed or filing with the Bankruptcy 

Court or its authorized designee in the Chapter 11 Case. 

67. “Final Order” means an order or judgment of the Bankruptcy Court, which 

is in full force and effect, and as to which the time to appeal, petition for certiorari, or move for a 

new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari, 

or other proceedings for a new trial, reargument or rehearing shall then be pending or as to which 

any right to appeal, petition for certiorari, new trial, reargument, or rehearing shall have been 

waived in writing in form and substance satisfactory to the Debtor, the Reorganized Debtor, or the 

Claimant Trustee, as applicable, or, in the event that an appeal, writ of certiorari, new trial, 

reargument, or rehearing thereof has been sought, such order of the Bankruptcy Court shall have 

been determined by the highest court to which such order was appealed, or certiorari, new trial, 

reargument or rehearing shall have been denied and the time to take any further appeal, petition 

for certiorari, or move for a new trial, reargument or rehearing shall have expired; provided, 

however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, 

or any analogous rule under the Bankruptcy Rules, may be Filed with respect to such order shall 

not preclude such order from being a Final Order. 

68. “Frontier Secured Claim” means the loan from Frontier State Bank to the 

Debtor in the principal amount of $7,879,688.00 made pursuant to that certain First Amended and 

Restated Loan Agreement, dated March 29, 2018. 

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000874

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69. “General Partner Interest” means the Class A Limited Partnership Interest 

held by Strand, as the Debtor’s general partner. 

70. “General Unsecured Claim” means any prepetition Claim against the 

Debtor that is not Secured and is not a/an: (a) Administrative Expense Claim; (b) Professional Fee 

Claim; (c) Priority Tax Claim; (d) Priority Non-Tax Claim; or (e) Convenience Claim. 

71. “Governmental Unit” means a “governmental unit” as defined in 

section 101(27) of the Bankruptcy Code. 

72. “GUC Election” means the option provided to each Holder of a 

Convenience Claim on their Ballot to elect to receive the treatment provided to General Unsecured 

Claims. 

73. “Holder” means an Entity holding a Claim against, or Equity Interest in, the 

Debtor. 

74. “Impaired” means, when used in reference to a Claim or Equity Interest, a 

Claim or Equity Interest that is impaired within the meaning of section 1124 of the Bankruptcy 

Code. 

75. “Independent Directors” means John S. Dubel, James P. Seery, Jr., and 

Russell Nelms, the independent directors of Strand appointed on January 9, 2020, and any 

additional or replacement directors of Strand appointed after January 9, 2020, but prior to the 

Effective Date. 

76. “Initial Distribution Date” means, subject to the “Treatment” sections in 

ARTICLE III hereof, the date that is on or as soon as reasonably practicable after the Effective 

Date, when distributions under this Plan shall commence to Holders of Allowed Claims and Equity 

Interests. 

77. “Insurance Policies” means all insurance policies maintained by the Debtor 

as of the Petition Date. 

78. “Jefferies Secured Claim” means any Claim in favor of Jefferies, LLC, 

arising under that certain Prime Brokerage Customer Agreement, dated May 24, 2013, between 

the Debtor and Jefferies, LLC, that is secured by the assets, if any, maintained in the prime 

brokerage account created by such Prime Brokerage Customer Agreement. 

79. “Lien” means a “lien” as defined in section 101(37) of the Bankruptcy Code 

and, with respect to any asset, includes, without limitation, any mortgage, lien, pledge, charge, 

security interest or other encumbrance of any kind, or any other type of preferential arrangement 

that has the practical effect of creating a security interest, in respect of such asset. 

80. “Limited Partnership Agreement” means that certain Fourth Amended and 

Restated Agreement of Limited Partnership of Highland Capital Management, L.P., dated 

December 24, 2015, as amended. 

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000875

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81. “Litigation Sub-Trust” means the sub-trust established within the Claimant 

Trust or as a wholly –owned subsidiary of the Claimant Trust on the Effective Date in each case 

in accordance with the terms and conditions set forth in the Litigation Sub-Trust Agreement and 

Claimant Trust Agreement. As set forth in the Litigation Sub-Trust Agreement, the Litigation 

Sub-Trust shall hold the Claimant Trust Assets that are Estate Claims. 

82. “Litigation Sub-Trust Agreement” means the agreement filed in the Plan 

Supplement establishing and delineating the terms and conditions of the Litigation Sub-Trust. 

83. “Litigation Trustee” means the trustee appointed by the Committee and 

reasonably acceptable to the Debtor who shall be responsible for investigating, litigating, and 

settling the Estate Claims for the benefit of the Claimant Trust in accordance with the terms and 

conditions set forth in the Litigation Sub-Trust Agreement. 

84. “Managed Funds” means Highland Multi-Strategy Credit Fund, L.P., 

Highland Restoration Capital Partners, L.P., and any other investment vehicle managed by the 

Debtor pursuant to an Executory Contract assumed pursuant to this Plan. 

85. “New Frontier Note” means that promissory note to be provided to the 

Allowed Holders of Class 2 Claims under this Plan and any other documents or security 

agreements securing the obligations thereunder. 

86. “New GP LLC” means a limited liability company incorporated in the State 

of Delaware pursuant to the New GP LLC Documents to serve as the general partner of the 

Reorganized Debtor on the Effective Date. 

87. “New GP LLC Documents” means the charter, operating agreement, and 

other formational documents of New GP LLC. 

88. “Ordinary Course Professionals Order” means that certain Order Pursuant 

to Sections 105(a), 327, 328, and 330 of the Bankruptcy Code Authorizing the Debtor to Retain, 

Employ, and Compensate Certain Professionals Utilized by the Debtor in the Ordinary Course 

[D.I. 176]. 

89. “Other Unsecured Claim” means any Secured Claim other than the 

Jefferies Secured Claim and the Frontier Secured Claim. 

90. “Person” means a “person” as defined in section 101(41) of the Bankruptcy 

Code and also includes any natural person, individual, corporation, company, general or limited 

partnership, limited liability company, unincorporated organization firm, trust, estate, business 

trust, association, joint stock company, joint venture, government, governmental agency, 

Governmental Unit or any subdivision thereof, the United States Trustee, or any other entity, 

whether acting in an individual, fiduciary or other capacity. 

91. “Petition Date” means October 16, 2019. 

92. “Plan” means this Debtor’s Fifth Amended Chapter 11 Plan of 

Reorganization, including the Exhibits and the Plan Documents and all supplements, appendices, 

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000876

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and schedules thereto, either in its present form or as the same may be altered, amended, modified 

or otherwise supplemented from time to time. 

93. “Plan Distribution” means the payment or distribution of consideration to 

Holders of Allowed Claims and Allowed Equity Interests under this Plan. 

94. “Plan Documents” means any of the documents, other than this Plan, but 

including, without limitation, the documents to be filed with the Plan Supplement, to be executed, 

delivered, assumed, or performed in connection with the occurrence of the Effective Date, and as 

may be modified consistent with the terms hereof with the consent of the Committee. 

95. “Plan Supplement” means the ancillary documents necessary for the 

implementation and effectuation of the Plan, including, without limitation, (i) the form of Claimant 

Trust Agreement, (ii) the forms of New GP LLC Documents, (iii) the form of Reorganized Limited 

Partnership Agreement, (iv) the Sub-Servicer Agreement (if applicable), (v) the identity of the 

initial members of the Claimant Trust Oversight Committee, (vi) the form of Litigation Sub-Trust 

Agreement; (vii) the schedule of retained Causes of Action; (viii) the New Frontier Note, (ix) the 

schedule of Employees; (x) the form of Senior Employee Stipulation,; and (xi) the schedule of 

Executory Contracts and Unexpired Leases to be assumed pursuant to this Plan, which, in each 

case, will be in form and substance reasonably acceptable to the Debtor and the Committee. 

96. “Priority Non-Tax Claim” means a Claim entitled to priority pursuant to 

section 507(a) of the Bankruptcy Code, including any Claims for paid time-off entitled to priority 

under section 507(a)(4) of the Bankruptcy Code, other than a Priority Tax Claim or an 

Administrative Claim. 

97. “Pro Rata” means the proportion that (a) the Allowed amount of a Claim or 

Equity Interest in a particular Class bears to (b) the aggregate Allowed amount of all Claims or 

Equity Interests in such Class. 

98. “Professional” means (a) any Entity employed in the Chapter 11 Case 

pursuant to section 327, 328 363 or 1103 of the Bankruptcy Code or otherwise and (b) any Entity 

seeking compensation or reimbursement of expenses in connection with the Chapter 11 Case 

pursuant to sections 327, 328, 330, 331, 363, 503(b), 503(b)(4) and 1103 of the Bankruptcy Code. 

99. “Professional Fee Claim” means a Claim under sections 328, 330(a), 331, 

363, 503 or 1103 of the Bankruptcy Code, with respect to a particular Professional, for 

compensation for services rendered or reimbursement of costs, expenses or other charges incurred 

after the Petition Date and prior to and including the Effective Date. 

100. “Professional Fee Claims Bar Date” means with respect to Professional Fee 

Claims, the Business Day which is sixty (60) days after the Effective Date or such other date as 

approved by order of the Bankruptcy Court. 

101. “Professional Fee Claims Objection Deadline” means, with respect to any 

Professional Fee Claim, thirty (30) days after the timely Filing of the applicable request for 

payment of such Professional Fee Claim. 

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102. “Professional Fee Reserve” means the reserve established and funded by 

the Claimant Trustee pursuant this Plan to provide sufficient funds to satisfy in full unpaid Allowed 

Professional Fee Claims. 

103. “Proof of Claim” means a written proof of Claim or Equity Interest Filed 

against the Debtor in the Chapter 11 Case. 

104. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind 

specified in section 507(a)(8) of the Bankruptcy Code. 

105. “Protected Parties” means, collectively, (i) the Debtor and its successors 

and assigns, direct and indirect majority-owned subsidiaries, and the Managed Funds, (ii) the 

Employees, (iii) Strand, (iv) the Reorganized Debtor, (v) the Independent Directors, (vi) the 

Committee, (vii) the members of the Committee (in their official capacities), (viii) the Claimant 

Trust, (ix) the Claimant Trustee, (x) the Litigation Sub-Trust, (xi) the Litigation Trustee, (xii) the 

members of the Claimant Trust Oversight Committee (in their official capacities), (xiii) New GP 

LLC, (xiv) the Professionals retained by the Debtor and the Committee in the Chapter 11 Case, 

(xv) the CEO/CRO; and (xvi) the Related Persons of each of the parties listed in (iv) through (xv); 

provided, however, that, for the avoidance of doubt, none of James Dondero, Mark Okada, 

NexPoint Advisors, L.P. (and any of its subsidiaries and managed entities), the Charitable Donor 

Advised Fund, L.P. (and any of its subsidiaries, including CLO Holdco, Ltd., and managed 

entities), Highland CLO Funding, Ltd. (and any of its subsidiaries, members, and managed 

entities), NexBank, SSB (and any of its subsidiaries), Highland Capital Management Fund 

Advisors, L.P. (and any of its subsidiaries and managed entities), the Hunter Mountain Investment 

Trust (or any trustee acting for the trust), the Dugaboy Investment Trust (or any trustee acting for 

the trust), or Grant Scott is included in the term “Protected Party.” 

106. “PTO Claims” means any Claim for paid time off in favor of any Debtor 

employee in excess of the amount that would qualify as a Priority Non-Tax Claim under section 

507(a)(4) of the Bankruptcy Code. 

107. “Reduced Employee Claims” has the meaning set forth in ARTICLE IX.D. 

108. “Reinstated” means, with respect to any Claim or Equity Interest, (a) 

leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the Holder 

of such Claim or Equity Interest in accordance with section 1124 of the Bankruptcy Code or (b) 

notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim 

or Equity Interest to demand or receive accelerated payment of such Claim or Equity Interest after 

the occurrence of a default: (i) curing any such default that occurred before or after the Petition 

Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code or of a 

kind that section 365(b)(2) of the Bankruptcy Code expressly does not require to be cured; (ii) 

reinstating the maturity of such Claim or Equity Interest as such maturity existed before such 

default; (iii) compensating the Holder of such Claim or Equity Interest for any damages incurred 

as a result of any reasonable reliance by such Holder on such contractual provision or such 

applicable law; (iv) if such Claim or Equity Interest arises from any failure to perform a 

nonmonetary obligation, other than a default arising from failure to operate a non-residential real 

property lease subject to section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder 

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000878

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14 

of such Claim or Equity Interest (other than any Debtor or an insider of any Debtor) for any actual 

pecuniary loss incurred by such Holder as a result of such failure; and (v) not otherwise altering 

the legal, equitable, or contractual rights to which such Claim entitles the Holder of such Claim. 

109. “Rejection Claim” means any Claim for monetary damages as a result of 

the rejection of an executory contract or unexpired lease pursuant to the Confirmation Order. 

110. “Related Entity” means, without duplication, (a) Dondero, (b) Mark Okada 

(“Okada”), (c) Grant Scott (“Scott”), (d) Hunter Covitz (“Covitz”), (e) any entity or person that 

was an insider of the Debtor on or before the Petition Date under Section 101(31) of the 

Bankruptcy Code, including, without limitation, any entity or person that was a non-statutory 

insider, (f) any entity that, after the Effective Date, is an insider or Affiliate of one or more of 

Dondero, Okada, Scott, Covitz, or any of their respective insiders or Affiliates, including, without 

limitation, The Dugaboy Investment Trust, (g) the Hunter Mountain Investment Trust and any of 

its direct or indirect parents, (h) the Charitable Donor Advised Fund, L.P., and any of its direct or 

indirect subsidiaries, and (i) Affiliates of the Debtor and any other Entities listed on the Related 

Entity List. 

111. “Related Entity List” means that list of Entities filed with the Plan 

Supplement. 

112. “Related Persons” means, with respect to any Person, such Person’s 

predecessors, successors, assigns (whether by operation of law or otherwise), and each of their 

respective present, future, or former officers, directors, employees, managers, managing members, 

members, financial advisors, attorneys, accountants, investment bankers, consultants, 

professionals, advisors, shareholders, principals, partners, subsidiaries, divisions, management 

companies, heirs, agents, and other representatives, in each case solely in their capacity as such. 

113. “Released Parties” means, collectively, (i) the Independent Directors; (ii) 

Strand (solely from the date of the appointment of the Independent Directors through the Effective 

Date); (iii) the CEO/CRO; (iv) the Committee; (v) the members of the Committee (in their official 

capacities), (vi) the Professionals retained by the Debtor and the Committee in the Chapter 11 

Case; and (vii) the Employees. 

114. “Reorganized Debtor” means the Debtor, as reorganized pursuant to this 

Plan on and after the Effective Date. 

115. “Reorganized Debtor Assets” means any limited and general partnership 

interests held by the Debtor, the management of the Managed Funds and those Causes of Action 

(including, without limitation, claims for breach of fiduciary duty), that, for any reason, are not 

capable of being transferred to the Claimant Trust. For the avoidance of doubt, “Reorganized 

Debtor Assets” includes any partnership interests or shares of Managed Funds held by the Debtor 

but does not include the underlying portfolio assets held by the Managed Funds. 

116. “Reorganized Limited Partnership Agreement” means that certain Fifth 

Amended and Restated Agreement of Limited Partnership of Highland Capital Management, L.P., 

by and among the Claimant Trust, as limited partner, and New GP LLC, as general partner, Filed 

with the Plan Supplement. 

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000879

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15 

117. “Restructuring” means the restructuring of the Debtor, the principal terms 

of which are set forth in this Plan and the Disclosure Statement. 

118. “Retained Employee Claim” means any Claim filed by a current employee 

of the Debtor who will be employed by the Reorganized Debtor upon the Effective Date. 

119. “Schedules” means the schedules of Assets and liabilities, statements of 

financial affairs, lists of Holders of Claims and Equity Interests and all amendments or 

supplements thereto Filed by the Debtor with the Bankruptcy Court [D.I. 247]. 

120. “Secured” means, when referring to a Claim: (a) secured by a Lien on 

property in which the Debtor’s Estate has an interest, which Lien is valid, perfected, and 

enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject 

to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s 

interest in the interest of the Debtor’s Estate in such property or to the extent of the amount subject 

to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or (b) 

Allowed pursuant to the Plan as a Secured Claim. 

121. “Security” or “security” means any security as such term is defined in 

section 101(49) of the Bankruptcy Code. 

122. “Senior Employees” means the senior employees of the Debtor Filed in the 

Plan Supplement. 

123. “Senior Employee Stipulation” means the agreements filed in the Plan 

Supplement between each Senior Employee and the Debtor. 

124. “Stamp or Similar Tax” means any stamp tax, recording tax, personal 

property tax, conveyance fee, intangibles or similar tax, real estate transfer tax, sales tax, use tax, 

transaction privilege tax (including, without limitation, such taxes on prime contracting and ownerbuilder sales), privilege taxes (including, without limitation, privilege taxes on construction 

contracting with regard to speculative builders and owner builders), and other similar taxes 

imposed or assessed by any Governmental Unit. 

125. “Statutory Fees” means fees payable pursuant to 28 U.S.C. § 1930. 

126. “Strand” means Strand Advisors, Inc., the Debtor’s general partner. 

127. “Sub-Servicer” means a third-party selected by the Claimant Trustee to 

service or sub-service the Reorganized Debtor Assets. 

128. “Sub-Servicer Agreement” means the agreement that may be entered into 

providing for the servicing of the Reorganized Debtor Assets by the Sub-Servicer. 

129. “Subordinated Claim” means any Claim that is subordinated to the 

Convenience Claims and General Unsecured Claims pursuant to an order entered by the 

Bankruptcy Court (including any other court having jurisdiction over the Chapter 11 Case) after 

notice and a hearing. 

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000880

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130. “Subordinated Claimant Trust Interests” means the Claimant Trust Interests 

to be distributed to Holders of Allowed Subordinated Claims under the Plan, which such interests 

shall be subordinated in right and priority to the Claimant Trust Interests distributed to Holders of 

Allowed General Unsecured Claims as provided in the Claimant Trust Agreement. 

131. “Trust Distribution” means the transfer of Cash or other property by the 

Claimant Trustee to the Claimant Trust Beneficiaries. 

132. “Trustees” means, collectively, the Claimant Trustee and Litigation 

Trustee. 

133. “UBS” means, collectively, UBS Securities LLC and UBS AG London 

Branch. 

134. “Unexpired Lease” means a lease to which the Debtor is a party that is 

subject to assumption or rejection under section 365 of the Bankruptcy Code. 

135. “Unimpaired” means, with respect to a Class of Claims or Equity Interests 

that is not impaired within the meaning of section 1124 of the Bankruptcy Code. 

136. “Voting Deadline” means the date and time by which all Ballots to accept 

or reject the Plan must be received in order to be counted under the under the Order of the 

Bankruptcy Court approving the Disclosure Statement as containing adequate information 

pursuant to section 1125(a) of the Bankruptcy Code and authorizing the Debtor to solicit 

acceptances of the Plan. 

137. “Voting Record Date” means November 23, 2020. 

ARTICLE II.

ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS 

A. Administrative Expense Claims 

On the later of the Effective Date or the date on which an Administrative Expense Claim 

becomes an Allowed Administrative Expense Claim, or, in each such case, as soon as practicable 

thereafter, each Holder of an Allowed Administrative Expense Claim (other than Professional Fee 

Claims) will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, 

such Allowed Administrative Expense Claim either (i) payment in full in Available Cash for the 

unpaid portion of such Allowed Administrative Expense Claim; or (ii) such other less favorable 

treatment as agreed to in writing by the Debtor or the Reorganized Debtor, as applicable, and such 

Holder; provided, however, that Administrative Expense Claims incurred by the Debtor in the 

ordinary course of business may be paid in the ordinary course of business in the discretion of the 

Debtor in accordance with such applicable terms and conditions relating thereto without further 

notice to or order of the Bankruptcy Court. All statutory fees payable under 28 U.S.C. § 1930(a) 

shall be paid as such fees become due. 

If an Administrative Expense Claim (other than a Professional Fee Claim) is not paid by 

the Debtor in the ordinary course, the Holder of such Administrative Expense Claim must File, on 

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000881

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17 

or before the applicable Administrative Expense Claims Bar Date, and serve on the Debtor or 

Reorganized Debtor, as applicable, and such other Entities who are designated by the Bankruptcy 

Rules, the Confirmation Order or other order of the Bankruptcy Court, an application for allowance 

and payment of such Administrative Expense Claim. 

Objections to any Administrative Expense Claim (other than a Professional Fee Claim) 

must be Filed and served on the Debtor or the Reorganized Debtor, as applicable, and the party 

asserting such Administrative Expense Claim by the Administrative Expense Claims Objection 

Deadline. 

B. Professional Fee Claims 

Professionals or other Entities asserting a Professional Fee Claim for services rendered 

through the Effective Date must submit fee applications under sections 327, 328, 329,330, 331, 

503(b) or 1103 of the Bankruptcy Code and, upon entry of an order of the Bankruptcy Court 

granting such fee applications, such Professional Fee Claim shall promptly be paid in Cash in full 

to the extent provided in such order. 

Professionals or other Entities asserting a Professional Fee Claim for services rendered on 

or prior to the Effective Date must File, on or before the Professional Fee Claims Bar Date, and 

serve on the Debtor or Reorganized Debtor, as applicable, and such other Entities who are 

designated as requiring such notice by the Bankruptcy Rules, the Confirmation Order or other 

order of the Bankruptcy Court, an application for final allowance of such Professional Fee Claim. 

Objections to any Professional Fee Claim must be Filed and served on the Debtor or 

Reorganized Debtor, as applicable, and the party asserting the Professional Fee Claim by the 

Professional Fee Claim Objection Deadline. Each Holder of an Allowed Professional Fee Claim 

will be paid by the Debtor or the Claimant Trust, as applicable, in Cash within ten (10) Business 

Days of entry of the order approving such Allowed Professional Fee Claim. 

On the Effective Date, the Claimant Trustee shall establish the Professional Fee Reserve. 

The Professional Fee Reserve shall vest in the Claimant Trust and shall be maintained by the 

Claimant Trustee in accordance with the Plan and Claimant Trust Agreement. The Claimant Trust 

shall fund the Professional Fee Reserve on the Effective Date in an estimated amount determined 

by the Debtor in good faith prior to the Confirmation Date and that approximates the total projected 

amount of unpaid Professional Fee Claims on the Effective Date. Following the payment of all 

Allowed Professional Fee Claims, any excess funds in the Professional Fee Reserve shall be 

released to the Claimant Trust to be used for other purposes consistent with the Plan and the 

Claimant Trust Agreement. 

C. Priority Tax Claims 

On or as soon as reasonably practicable after the later of (i) the Initial Distribution Date if 

such Priority Tax Claim is an Allowed Priority Tax Claim as of the Effective Date or (ii) the date 

on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, each Holder of an 

Allowed Priority Tax Claim will receive in full satisfaction, settlement, discharge and release of, 

and in exchange for, such Allowed Priority Tax Claim, at the election of the Debtor: (a) Cash in 

an amount of a total value as of the Effective Date of the Plan equal to the amount of such Allowed 

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000882

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Priority Tax Claim in accordance with section 1129(a)(9)(C) of the Bankruptcy Code, or (b) if 

paid over time, payment of such Allowed Priority Tax Claim in accordance with section 

1129(a)(9)(C) of the Bankruptcy Code; or (c) such other less favorable treatment as agreed to in 

writing by the Debtor and such Holder. Payment of statutory fees due pursuant to 28 U.S.C. § 

1930(a)(6) will be made at all appropriate times until the entry of a final decree; provided, however, 

that the Debtor may prepay any or all such Claims at any time, without premium or penalty. 

ARTICLE III.

CLASSIFICATION AND TREATMENT OF 

CLASSIFIED CLAIMS AND EQUITY INTERESTS 

A. Summary 

All Claims and Equity Interests, except Administrative Expense Claims and Priority Tax 

Claims, are classified in the Classes set forth below. In accordance with section 1123(a)(1) of the 

Bankruptcy Code, Administrative Expense Claims, and Priority Tax Claims have not been 

classified. 

The categories of Claims and Equity Interests listed below classify Claims and Equity 

Interests for all purposes including, without limitation, confirmation and distribution pursuant to 

the Plan and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan deems 

a Claim or Equity Interest to be classified in a particular Class only to the extent that the Claim or 

Equity Interest qualifies within the description of that Class and will be deemed classified in a 

different Class to the extent that any remainder of such Claim or Equity Interest qualifies within 

the description of such different Class. A Claim or Equity Interest is in a particular Class only to 

the extent that any such Claim or Equity Interest is Allowed in that Class and has not been paid, 

released or otherwise settled (in each case, by the Debtor or any other Entity) prior to the Effective 

Date. 

B. Summary of Classification and Treatment of Classified Claims and Equity Interests 

Class Claim Status Voting Rights 

1 Jefferies Secured Claim Unimpaired Deemed to Accept 

2 Frontier Secured Claim Impaired Entitled to Vote 

3 Other Secured Claims Unimpaired Deemed to Accept 

4 Priority Non-Tax Claim Unimpaired Deemed to Accept 

5 Retained Employee Claim Unimpaired Deemed to Accept 

6 PTO Claims Unimpaired Deemed to Accept 

7 Convenience Claims Impaired Entitled to Vote 

8 General Unsecured Claims Impaired Entitled to Vote 

9 Subordinated Claims Impaired Entitled to Vote 

10 Class B/C Limited Partnership Interests Impaired Entitled to Vote 

11 Class A Limited Partnership Interests Impaired Entitled to Vote 

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000883

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C. Elimination of Vacant Classes

Any Class that, as of the commencement of the Confirmation Hearing, does not have at 

least one Holder of a Claim or Equity Interest that is Allowed in an amount greater than zero for 

voting purposes shall be considered vacant, deemed eliminated from the Plan for purposes of 

voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan 

satisfies section 1129(a)(8) of the Bankruptcy Code with respect to such Class. 

D. Impaired/Voting Classes 

Claims and Equity Interests in Class 2 and Class 7 through Class 11 are Impaired by the 

Plan, and only the Holders of Claims or Equity Interests in those Classes are entitled to vote to 

accept or reject the Plan. 

E. Unimpaired/Non-Voting Classes 

Claims in Class 1 and Class 3 through Class 6 are Unimpaired by the Plan, and such 

Holders are deemed to have accepted the Plan and are therefore not entitled to vote on the Plan. 

F. Impaired/Non-Voting Classes 

There are no Classes under the Plan that will not receive or retain any property and no 

Classes are deemed to reject the Plan. 

G. Cramdown

If any Class of Claims or Equity Interests is deemed to reject this Plan or does not vote to 

accept this Plan, the Debtor may (i) seek confirmation of this Plan under section 1129(b) of the 

Bankruptcy Code or (ii) amend or modify this Plan in accordance with the terms hereof and the 

Bankruptcy Code. If a controversy arises as to whether any Claims or Equity Interests, or any 

class of Claims or Equity Interests, are Impaired, the Bankruptcy Court shall, after notice and a 

hearing, determine such controversy on or before the Confirmation Date. 

H. Classification and Treatment of Claims and Equity Interests 

1. Class 1 – Jefferies Secured Claim 

x Classification: Class 1 consists of the Jefferies Secured Claim. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 1 Claim will receive in full satisfaction, 

settlement, discharge and release of, and in exchange for, such Allowed 

Class 1 Claim, at the election of the Debtor: (A) Cash equal to the amount 

of such Allowed Class 1 Claim; (B) such other less favorable treatment as 

to which the Debtor and the Holder of such Allowed Class 1 Claim will 

have agreed upon in writing; or (C) such other treatment rendering such 

Claim Unimpaired. Each Holder of an Allowed Class 1 Claim will retain 

the Liens securing its Allowed Class 1 Claim as of the Effective Date until 

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000884

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20 

full and final payment of such Allowed Class 1 Claim is made as provided 

herein. 

x Impairment and Voting: Class 1 is Unimpaired, and the Holders of Class 1 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 1 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

2. Class 2 – Frontier Secured Claim 

x Classification: Class 2 consists of the Frontier Secured Claim. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 2 Claim will receive in full satisfaction, 

settlement, discharge and release of, and in exchange for, such Allowed 

Class 2 Claim: (A) Cash in an amount equal to all accrued but unpaid 

interest on the Frontier Claim through and including the Effective Date and 

(B) the New Frontier Note. The Holder of an Allowed Class 2 Claim will 

retain the Liens securing its Allowed Class 2 Claim as of the Effective Date 

until full and final payment of such Allowed Class 2 Claim is made as 

provided herein. 

x Impairment and Voting: Class 2 is Impaired, and the Holders of Class 2 

Claims are entitled to vote to accept or reject this Plan. 

3. Class 3 – Other Secured Claims 

x Classification: Class 3 consists of the Other Secured Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 3 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 3 Claim becomes an 

Allowed Class 3 Claim, each Holder of an Allowed Class 3 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Claim 3 Claim, at the option of the Debtor, or 

following the Effective Date, the Reorganized Debtor or Claimant Trustee, 

as applicable, (i) Cash equal to such Allowed Other Secured Claim, (ii) the 

collateral securing its Allowed Other Secured Claim, plus postpetition 

interest to the extent required under Bankruptcy Code Section 506(b), or 

(iii) such other treatment rendering such Claim Unimpaired. 

x Impairment and Voting: Class 3 is Unimpaired, and the Holders of Class 3 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 3 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

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000885

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4. Class 4 – Priority Non-Tax Claims 

x Classification: Class 4 consists of the Priority Non-Tax Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 4 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 4 Claim becomes an 

Allowed Class 4 Claim, each Holder of an Allowed Class 4 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Claim 4 Claim Cash equal to the amount of such 

Allowed Class 4 Claim. 

x Impairment and Voting: Class 4 is Unimpaired, and the Holders of Class 4 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 4 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

5. Class 5 – Retained Employee Claims 

x Classification: Class 5 consists of the Retained Employee Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

Effective Date, each Allowed Class 5 Claim will be Reinstated. 

x Impairment and Voting: Class 5 is Unimpaired, and the Holders of Class 5 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 5 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

6. Class 6 – PTO Claims 

x Classification: Class 6 consists of the PTO Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 6 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 6 Claim becomes an 

Allowed Class 6 Claim, each Holder of an Allowed Class 6 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Claim 6 Claim Cash equal to the amount of such 

Allowed Class 6 Claim. 

x Impairment and Voting: Class 6 is Unimpaired, and the Holders of Class 6 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 6 

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000886

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Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

7. Class 7 – Convenience Claims 

x Classification: Class 7 consists of the Convenience Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 7 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 7 Claim becomes an 

Allowed Class 7 Claim, each Holder of an Allowed Class 7 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Class 7 Claim (1) the treatment provided to 

Allowed Holders of Class 8 General Unsecured Claims if the Holder of such 

Class 7 Claim makes the GUC Election or (2) an amount in Cash equal to 

the lesser of (a) 85% of the Allowed amount of such Holder’s Class 7 Claim 

or (b) such Holder’s Pro Rata share of the Convenience Claims Cash Pool. 

x Impairment and Voting: Class 7 is Impaired, and the Holders of Class 7 

Claims are entitled to vote to accept or reject this Plan. 

8. Class 8 – General Unsecured Claims 

x Classification: Class 8 consists of the General Unsecured Claims. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 8 Claim, in full satisfaction, settlement, 

discharge and release of, and in exchange for, such Claim shall receive (i) 

its Pro Rata share of the Claimant Trust Interests, (ii) such other less 

favorable treatment as to which such Holder and the Claimant Trustee shall 

have agreed upon in writing, or (iii) the treatment provided to Allowed 

Holders of Class 7 Convenience Claims if the Holder of such Class 8 

General Unsecured Claim is eligible and makes a valid Convenience Class 

Election. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any General Unsecured Claim, except with 

respect to any General Unsecured Claim Allowed by Final Order of the 

Bankruptcy Court. 

x Impairment and Voting: Class 8 is Impaired, and the Holders of Class 8 

Claims are entitled to vote to accept or reject this Plan. 

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000887

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9. Class 9 – Subordinated Claims 

x Classification: Class 9 consists of the Subordinated Claims. 

Treatment: On the Effective Date, Holders of Subordinated Claims shall 

receive either (i) their Pro Rata share of the Subordinated Claimant Trust 

Interests or, (ii) such other less favorable treatment as to which such Holder 

and the Claimant Trustee may agree upon in writing. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any Subordinated Claim, except with respect to 

any Subordinated Claim Allowed by Final Order of the Bankruptcy Court. 

x Impairment and Voting: Class 9 is Impaired, and the Holders of Class 9 

Claims are entitled to vote to accept or reject this Plan. 

10. Class 10 – Class B/C Limited Partnership Interests 

x Classification: Class 10 consists of the Class B/C Limited Partnership 

Interests. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 10 Claim, in full satisfaction, settlement, 

discharge and release of, and in exchange for, such Claim shall receive (i) 

its Pro Rata share of the Contingent Claimant Trust Interests or (ii) such 

other less favorable treatment as to which such Holder and the Claimant 

Trustee shall have agreed upon in writing. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any Class B/C Limited Partnership Interest 

Claim, except with respect to any Class B/C Limited Partnership Interest 

Claim Allowed by Final Order of the Bankruptcy Court. 

x Impairment and Voting: Class 10 is Impaired, and the Holders of Class 10 

Claims are entitled to vote to accept or reject this Plan. 

11. Class 11 – Class A Limited Partnership Interests 

x Classification: Class 11 consists of the Class A Limited Partnership 

Interests. 

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x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 11 Claim, in full satisfaction, settlement, 

discharge and release of, and in exchange for, such Claim shall receive (i) 

its Pro Rata share of the Contingent Claimant Trust Interests or (ii) such 

other less favorable treatment as to which such Holder and the Claimant 

Trustee shall have agreed upon in writing. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any Class A Limited Partnership Interest, except 

with respect to any Class A Limited Partnership Interest Allowed by Final 

Order of the Bankruptcy Court. 

x Impairment and Voting: Class 11 is Impaired, and the Holders of Class 11 

Claims are entitled to vote to accept or reject this Plan. 

I. Special Provision Governing Unimpaired Claims 

Except as otherwise provided in the Plan, nothing under the Plan will affect the Debtor’s 

rights in respect of any Unimpaired Claims, including, without limitation, all rights in respect of 

legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims. 

J. Subordinated Claims 

The allowance, classification, and treatment of all Claims under the Plan shall take into 

account and conform to the contractual, legal, and equitable subordination rights relating thereto, 

whether arising under general principles of equitable subordination, section 510(b) of the 

Bankruptcy Code, or otherwise. Upon written notice and hearing, the Debtor the Reorganized 

Debtor, and the Claimant Trustee reserve the right to seek entry of an order by the Bankruptcy 

Court to re-classify or to subordinate any Claim in accordance with any contractual, legal, or 

equitable subordination relating thereto, and the treatment afforded any Claim under the Plan that 

becomes a subordinated Claim at any time shall be modified to reflect such subordination. 

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THIS PLAN 

A. Summary 

As discussed in the Disclosure Statement, the Plan will be implemented through (i) the 

Claimant Trust, (ii) the Litigation Sub-Trust, and (iii) the Reorganized Debtor. 

On the Effective Date, all Class A Limited Partnership Interests, including the Class A 

Limited Partnership Interests held by Strand, as general partner, and Class B/C Limited 

Partnerships in the Debtor will be cancelled, and new Class A Limited Partnership Interests in the 

Reorganized Debtor will be issued to the Claimant Trust and New GP LLC – a newly-chartered 

limited liability company wholly-owned by the Claimant Trust. The Claimant Trust, as limited 

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000889

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partner, will ratify New GP LLC’s appointment as general partner of the Reorganized Debtor, and 

on and following the Effective Date, the Claimant Trust will be the Reorganized Debtor’s limited 

partner and New GP LLC will be its general partner. The Claimant Trust, as limited partner, and 

New GP LLC, as general partner, will execute the Reorganized Limited Partnership Agreement, 

which will amend and restate, in all respects, the Debtor’s current Limited Partnership Agreement. 

Following the Effective Date, the Reorganized Debtor will be managed consistent with the terms 

of the Reorganized Limited Partnership Agreement by New GP LLC. The sole managing member 

of New GP LLC will be the Claimant Trust, and the Claimant Trustee will be the sole officer of 

New GP LLC on the Effective Date. 

Following the Effective Date, the Claimant Trust will administer the Claimant Trust Assets 

pursuant to this Plan and the Claimant Trust Agreement, and the Litigation Trustee will pursue, if 

applicable, the Estate Claims pursuant to the terms of the Litigation Sub-Trust Agreement and the 

Plan. The Reorganized Debtor will administer the Reorganized Debtor Assets and, if needed, with 

the utilization of a Sub-Servicer, which administration will include, among other things, managing 

the wind down of the Managed Funds. 

Although the Reorganized Debtor will manage the wind down of the Managed Funds, it is 

currently anticipated that neither the Reorganized Debtor nor the Claimant Trust will assume or 

assume and assign the contracts between the Debtor and certain Related Entities pursuant to which 

the Debtor provides shared services and sub-advisory services to those Related Entities. The 

Debtor believes that the continued provision of the services under such contracts will not be cost 

effective. 

The Reorganized Debtor will distribute all proceeds from the wind down to the Claimant 

Trust, as its limited partner, and New GP LLC, as its general partner, in each case in accordance 

with the Reorganized Limited Partnership Agreement. Such proceeds, along with the proceeds of 

the Claimant Trust Assets, will ultimately be distributed to the Claimant Trust Beneficiaries as set 

forth in this Plan and the Claimant Trust Agreement. 

B. The Claimant Trust2

 

1. Creation and Governance of the Claimant Trust and Litigation Sub-Trust. 

On or prior to the Effective Date, the Debtor and the Claimant Trustee shall execute the 

Claimant Trust Agreement and shall take all steps necessary to establish the Claimant Trust and 

the Litigation Sub-Trust in accordance with the Plan in each case for the benefit of the Claimant 

Trust Beneficiaries. Additionally, on or prior to the Effective Date, the Debtor shall irrevocably 

transfer and shall be deemed to have irrevocably transferred to the Claimant Trust all of its rights, 

title, and interest in and to all of the Claimant Trust Assets, and in accordance with section 1141 

of the Bankruptcy Code, the Claimant Trust Assets shall automatically vest in the Claimant Trust 

free and clear of all Claims, Liens, encumbrances, or interests subject only to the Claimant Trust 

Interests and the Claimant Trust Expenses, as provided for in the Claimant Trust Agreement, and 

2

 In the event of a conflict between the terms of this summary and the terms of the Claimant Trust Agreement and the 

Litigation Sub-Trust Agreement, the terms of the Claimant Trust Agreement or the Litigation Sub-Trust Agreement, 

as applicable, shall control. 

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such transfer shall be exempt from any stamp, real estate transfer, mortgage from any stamp, 

transfer, reporting, sales, use, or other similar tax. 

The Claimant Trustee shall be the exclusive trustee of the Claimant Trust Assets, excluding 

the Estate Claims and the Litigation Trustee shall be the exclusive trustee with respect to the Estate 

Claims in each case for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as 

the representative of the Estate appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy 

Code with respect to the Claimant Trust Assets. The Claimant Trustee shall also be responsible 

for resolving all Claims and Equity Interests in Class 8 through Class 11, under the supervision of 

the Claimant Trust Oversight Committee. 

On the Effective Date, the Claimant Trustee and Litigation Trustee shall execute the 

Litigation Sub-Trust Agreement and shall take all steps necessary to establish the Litigation SubTrust. Upon the creation of the Litigation Sub-Trust, the Claimant Trust shall irrevocably transfer 

and assign to the Litigation Sub-Trust the Estate Claims. The Claimant Trust shall be governed 

by the Claimant Trust Agreement and administered by the Claimant Trustee. The powers, rights, 

and responsibilities of the Claimant Trustee shall be specified in the Claimant Trust Agreement 

and shall include the authority and responsibility to, among other things, take the actions set forth 

in this ARTICLE IV, subject to any required reporting to the Claimant Trust Oversight Committee 

as may be set forth in the Claimant Trust Agreement. The Claimant Trust shall hold and distribute 

the Claimant Trust Assets (including the proceeds from the Estate Claims, if any) in accordance 

with the provisions of the Plan and the Claimant Trust Agreement; provided that the Claimant 

Trust Oversight Committee may direct the Claimant Trust to reserve Cash from distributions as 

necessary to fund the Claimant Trust and Litigation Sub-Trust. Other rights and duties of the 

Claimant Trustee and the Claimant Trust Beneficiaries shall be as set forth in the Claimant Trust 

Agreement. After the Effective Date, neither the Debtor nor the Reorganized Debtor shall have 

any interest in the Claimant Trust Assets. 

The Litigation Sub-Trust shall be governed by the Litigation Sub-Trust Agreement and 

administered by the Litigation Trustee. The powers, rights, and responsibilities of the Litigation 

Trustee shall be specified in the Litigation Sub-Trust Agreement and shall include the authority 

and responsibility to, among other things, take the actions set forth in this ARTICLE IV, subject 

to any required reporting as may be set forth in the Litigation Sub-Trust Agreement. The Litigation 

Sub-Trust shall investigate, prosecute, settle, or otherwise resolve the Estate Claims in accordance 

with the provisions of the Plan and the Litigation Sub-Trust Agreement and shall distribute the 

proceeds therefrom to the Claimant Trust for distribution. Other rights and duties of the Litigation 

Trustee shall be as set forth in the Litigation Sub-Trust Agreement. 

2. Claimant Trust Oversight Committee 

The Claimant Trust, the Claimant Trustee, the management and monetization of the 

Claimant Trust Assets, and the management of the Reorganized Debtor (through the Claimant 

Trust’s role as managing member of New GP LLC) and the Litigation Sub-Trust will be overseen 

by the Claimant Trust Oversight Committee, subject to the terms of the Claimant Trust Agreement 

and the Litigation Sub-Trust Agreement, as applicable. 

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The Claimant Trust Oversight Committee will initially consist of five members. Four of 

the five members will be representatives of the members of the Committee: (i) the Redeemer 

Committee of Highland Crusader Fund, (ii) UBS, (iii) Acis, and (iv) Meta-e Discovery. The fifth 

member will be an independent, natural Person chosen by the Committee and reasonably 

acceptable to the Debtor. The members of the Claimant Trust Oversight Committee may be 

replaced as set forth in the Claimant Trust Agreement. The identity of the members of the Claimant 

Trust Oversight Committee will be disclosed in the Plan Supplement. 

As set forth in the Claimant Trust Agreement, in no event will any member of the Claimant 

Trust Oversight Committee with a Claim against the Estate be entitled to vote, opine, or otherwise 

be involved in any matters related to such member’s Claim. 

The independent member(s) of the Claimant Trust Oversight Committee may be entitled 

to compensation for their services as set forth in the Claimant Trust Agreement. Any member of 

the Claimant Trust Oversight Committee may be removed, and successor chosen, in the manner 

set forth in the Claimant Trust Agreement. 

3. Purpose of the Claimant Trust. 

The Claimant Trust shall be established for the purpose of (i) managing and monetizing 

the Claimant Trust Assets, subject to the terms of the Claimant Trust Agreement and the oversight 

of the Claimant Trust Oversight Committee, (ii) serving as the limited partner of, and holding the 

limited partnership interests in, the Reorganized Debtor, (iii) serving as the sole member and 

manager of New GP LLC, the Reorganized Debtor’s general partner, (iv) in its capacity as the sole 

member and manager of New GP LLC, overseeing the management and monetization of the 

Reorganized Debtor Assets pursuant to the terms of the Reorganized Limited Partnership 

Agreement; and (v) administering the Disputed Claims Reserve and serving as Distribution Agent 

with respect to Disputed Claims in Class 7 or Class 8. 

In its management of the Claimant Trust Assets, the Claimant Trust will also reconcile and 

object to the General Unsecured Claims, Subordinated Claims, Class B/C Limited Partnership 

Interests, and Class A Limited Partnership Interests, as provided for in this Plan and the Claimant 

Trust Agreement, and make Trust Distributions to the Claimant Trust Beneficiaries in accordance 

with Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the 

conduct of a trade or business. 

The purpose of the Reorganized Debtor is discussed at greater length in ARTICLE IV.C. 

4. Purpose of the Litigation Sub-Trust. 

The Litigation Sub-Trust shall be established for the purpose of investigating, prosecuting, 

settling, or otherwise resolving the Estate Claims. Any proceeds therefrom shall be distributed by 

the Litigation Sub-Trust to the Claimant Trust for distribution to the Claimant Trust Beneficiaries 

pursuant to the terms of the Claimant Trust Agreement. 

5. Claimant Trust Agreement and Litigation Sub-Trust Agreement. 

The Claimant Trust Agreement generally will provide for, among other things: 

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(i) the payment of the Claimant Trust Expenses; 

(ii) the payment of other reasonable expenses of the Claimant Trust; 

(iii) the retention of employees, counsel, accountants, financial advisors, or other 

professionals and the payment of their reasonable compensation; 

(iv) the investment of Cash by the Claimant Trustee within certain limitations, 

including those specified in the Plan; 

(v) the orderly monetization of the Claimant Trust Assets; 

(vi) litigation of any Causes of Action, which may include the prosecution, 

settlement, abandonment, or dismissal of any such Causes of Action, subject to reporting and 

oversight by the Claimant Trust Oversight Committee; 

(vii) the resolution of Claims and Equity Interests in Class 8 through Class 11, 

subject to reporting and oversight by the Claimant Trust Oversight Committee; 

(viii) the administration of the Disputed Claims Reserve and distributions to be made 

therefrom; and 

(ix) the management of the Reorganized Debtor, including the utilization of a SubServicer, with the Claimant Trust serving as the managing member of New GP LLC. 

Except as otherwise ordered by the Bankruptcy Court, the Claimant Trust Expenses shall 

be paid from the Claimant Trust Assets in accordance with the Plan and Claimant Trust Agreement. 

The Claimant Trustee may establish a reserve for the payment of Claimant Trust Expense 

(including, without limitation, any reserve for potential indemnification claims as authorized and 

provided under the Claimant Trust Agreement), and shall periodically replenish such reserve, as 

necessary. 

In furtherance of, and consistent with the purpose of, the Claimant Trust and the Plan, the 

Trustees, for the benefit of the Claimant Trust, shall, subject to reporting and oversight by the 

Claimant Trust Oversight Committee as set forth in the Claimant Trust Agreement: (i) hold the 

Claimant Trust Assets for the benefit of the Claimant Trust Beneficiaries, (ii) make Distributions 

to the Claimant Trust Beneficiaries as provided herein and in the Claimant Trust Agreement, and 

(iii) have the sole power and authority to prosecute and resolve any Causes of Action and 

objections to Claims and Equity Interests (other than those assigned to the Litigation Sub-Trust), 

without approval of the Bankruptcy Court. Except as otherwise provided in the Claimant Trust 

Agreement, the Claimant Trustee shall be responsible for all decisions and duties with respect to 

the Claimant Trust and the Claimant Trust Assets; provided, however, that the prosecution and 

resolution of any Estate Claims included in the Claimant Trust Assets shall be the responsibility 

of the Litigation Trustee. The Litigation Sub-Trust Agreement generally will provide for, among 

other things: 

(i) the payment of other reasonable expenses of the Litigation Sub-Trust; 

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(ii) the retention of employees, counsel, accountants, financial advisors, or other 

professionals and the payment of their reasonable compensation; and 

(iii) the investigation and prosecution of Estate Claims, which may include the 

prosecution, settlement, abandonment, or dismissal of any such Estate Claims, subject to reporting 

and oversight as set forth in the Litigation Sub-Trust Agreement. 

The Trustees, on behalf of the Claimant Trust and Litigation Sub-Trust, as applicable, may 

each employ, without further order of the Bankruptcy Court, employees and other professionals 

(including those previously retained by the Debtor and the Committee) to assist in carrying out the 

Trustees’ duties hereunder and may compensate and reimburse the reasonable expenses of these 

professionals without further Order of the Bankruptcy Court from the Claimant Trust Assets in 

accordance with the Plan and the Claimant Trust Agreement. 

The Claimant Trust Agreement and Litigation Sub-Trust Agreement may include 

reasonable and customary provisions that allow for indemnification by the Claimant Trust in favor 

of the Claimant Trustee, Litigation Trustee, and the Claimant Trust Oversight Committee. Any 

such indemnification shall be the sole responsibility of the Claimant Trust and payable solely from 

the Claimant Trust Assets. 

6. Compensation and Duties of Trustees. 

The salient terms of each Trustee’s employment, including such Trustee’s duties and 

compensation shall be set forth in the Claimant Trust Agreement and the Litigation Sub-Trust 

Agreement, as appropriate. The Trustees shall each be entitled to reasonable compensation in an 

amount consistent with that of similar functionaries in similar types of bankruptcy cases. 

7. Cooperation of Debtor and Reorganized Debtor. 

To effectively investigate, prosecute, compromise and/or settle the Claims and/or Causes 

of Action that constitute Claimant Trust Assets (including Estate Claims), the Claimant Trustee, 

Litigation Trustee, and each of their professionals may require reasonable access to the Debtor’s 

and Reorganized Debtor’s documents, information, and work product relating to the Claimant 

Trust Assets. Accordingly, the Debtor and the Reorganized Debtor, as applicable, shall reasonably 

cooperate with the Claimant Trustee and Litigation Trustee, as applicable, in their prosecution of 

Causes of Action and in providing the Claimant Trustee and Litigation Trustee with copies of 

documents and information in the Debtor’s possession, custody, or control on the Effective Date 

that either Trustee indicates relates to the Estate Claims or other Causes of Action. 

The Debtor and Reorganized Debtor shall preserve all records, documents or work product 

(including all electronic records, documents, or work product) related to the Claims and Causes of 

Action, including Estate Claims, until the earlier of (a) the dissolution of the Reorganized Debtor 

or (b) termination of the Claimant Trust and Litigation Sub-Trust. 

8. United States Federal Income Tax Treatment of the Claimant Trust. 

Unless the IRS requires otherwise, for all United States federal income tax purposes, the 

parties shall treat the transfer of the Claimant Trust Assets to the Claimant Trust as: (a) a transfer 

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of the Claimant Trust Assets (other than the amounts set aside in the Disputed Claims Reserve, if 

the Claimant Trustee makes the election described in Section 7 below) directly to the applicable 

Claimant Trust Beneficiaries followed by (b) the transfer by the such Claimant Trust Beneficiaries 

to the Claimant Trust of such Claimant Trust Assets in exchange for the Claimant Trust Interests. 

Accordingly, the applicable Claimant Trust Beneficiaries shall be treated for United States federal 

income tax purposes as the grantors and owners of their respective share of the Claimant Trust 

Assets. The foregoing treatment shall also apply, to the extent permitted by applicable law, for 

state and local income tax purposes. 

9. Tax Reporting. 

(a) The Claimant Trustee shall file tax returns for the Claimant Trust treating the Claimant 

Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a). The Claimant Trustee 

may file an election pursuant to Treasury Regulation 1.468B-9(c) to treat the Disputed Claims 

Reserve as a disputed ownership fund, in which case the Claimant Trustee will file federal income 

tax returns and pay taxes for the Disputed Claims Reserve as a separate taxable entity. 

(b) The Claimant Trustee shall be responsible for payment, out of the Claimant Trust 

Assets, of any taxes imposed on the Claimant Trust or its assets. 

(c) The Claimant Trustee shall determine the fair market value of the Claimant Trust Assets 

as of the Effective Date and notify the applicable Claimant Trust Beneficiaries of such valuation, 

and such valuation shall be used consistently for all federal income tax purposes. 

(d) The Claimant Trustee shall distribute such tax information to the applicable Claimant 

Trust Beneficiaries as the Claimant Trustee determines is required by applicable law. 

10. Claimant Trust Assets. 

The Claimant Trustee shall have the exclusive right, on behalf of the Claimant Trust, to 

institute, file, prosecute, enforce, abandon, settle, compromise, release, or withdraw any and all 

Causes of Action included in the Claimant Trust Assets (except for the Estate Claims) without any 

further order of the Bankruptcy Court, and the Claimant Trustee shall have the exclusive right, on 

behalf of the Claimant Trust, to sell, liquidate, or otherwise monetize all Claimant Trust Assets, 

except as otherwise provided in this Plan or in the Claimant Trust Agreement, without any further 

order of the Bankruptcy Court. Notwithstanding anything herein to the contrary, the Litigation 

Trustee shall have the exclusive right to institute, file, prosecute, enforce, abandon, settle, 

compromise, release, or withdraw any and all Estate Claims included in the Claimant Trust Assets 

without any further order of the Bankruptcy Court. 

From and after the Effective Date, the Trustees, in accordance with section 1123(b)(3) and 

(4) of the Bankruptcy Code, and on behalf of the Claimant Trust, shall each serve as a 

representative of the Estate with respect to any and all Claimant Trust Assets, including the Causes 

of Action and Estate Claims, as appropriate, and shall retain and possess the right to (a) commence, 

pursue, settle, compromise, or abandon, as appropriate, any and all Causes of Action in any court 

or other tribunal and (b) sell, liquidate, or otherwise monetize all Claimant Trust Assets. 

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11. Claimant Trust Expenses. 

From and after the Effective Date, the Claimant Trust shall, in the ordinary course of 

business and without the necessity of any approval by the Bankruptcy Court, pay the reasonable 

professional fees and expenses incurred by the Claimant Trust, the Litigation Sub-Trust, and any 

professionals retained by such parties and entities from the Claimant Trust Assets, except as 

otherwise provided in the Claimant Trust Agreement. 

12. Trust Distributions to Claimant Trust Beneficiaries. 

The Claimant Trustee, in its discretion, may make Trust Distributions to the Claimant Trust 

Beneficiaries at any time and/or use the Claimant Trust Assets or proceeds thereof, provided that 

such Trust Distributions or use is otherwise permitted under the terms of the Plan, the Claimant 

Trust Agreement, and applicable law. 

13. Cash Investments. 

With the consent of the Claimant Trust Oversight Committee, the Claimant Trustee may 

invest Cash (including any earnings thereon or proceeds therefrom) in a manner consistent with 

the terms of the Claimant Trust Agreement; provided, however, that such investments are 

investments permitted to be made by a “liquidating trust” within the meaning of Treasury 

Regulation section 301.7701-4(d), as reflected therein, or under applicable IRS guidelines, rulings 

or other controlling authorities. 

14. Dissolution of the Claimant Trust and Litigation Sub-Trust. 

The Trustees and the Claimant Trust and Litigation Sub-Trust shall be discharged or 

dissolved, as the case may be, at such time as: (a) the Litigation Trustee determines that the pursuit 

of Estate Claims is not likely to yield sufficient additional proceeds to justify further pursuit of 

such Estate Claims, (b) the Claimant Trustee determines that the pursuit of Causes of Action (other 

than Estate Claims) is not likely to yield sufficient additional proceeds to justify further pursuit of 

such Causes of Action, (c) the Clamant Trustee determines that the pursuit of sales of other 

Claimant Trust Assets is not likely to yield sufficient additional proceeds to justify further pursuit 

of such sales of Claimant Trust Assets, (d) all objections to Disputed Claims and Equity Interests 

are fully resolved, (e) the Reorganized Debtor is dissolved, and (f) all Distributions required to be 

made by the Claimant Trustee to the Claimant Trust Beneficiaries under the Plan have been made, 

but in no event shall the Claimant Trust be dissolved later than three years from the Effective Date 

unless the Bankruptcy Court, upon motion made within the six-month period before such third 

anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion 

made at least six months before the end of the preceding extension), determines that a fixed period 

extension (not to exceed two years, together with any prior extensions, without a favorable letter 

ruling from the Internal Revenue Service or an opinion of counsel that any further extension would 

not adversely affect the status of the Claimant Trust as a liquidating trust for federal income tax 

purposes) is necessary to facilitate or complete the recovery on, and liquidation of, the Claimant 

Trust Assets; provided, however, that each extension must be approved, upon a finding that the 

extension is necessary to facilitate or complete the recovery on, and liquidation of the Claimant 

Trust Assets, by the Bankruptcy Court within 6 months of the beginning of the extended term and 

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no extension, together with any prior extensions, shall exceed three years without a favorable letter 

ruling from the Internal Revenue Service or an opinion of counsel that any further extension would 

not adversely affect the status of the Claimant Trust as a liquidating trust for federal income tax 

purposes. 

Upon dissolution of the Claimant Trust, and pursuant to the Claimant Trust Agreement, 

any remaining Claimant Trust Assets that exceed the amounts required to be paid under the Plan 

will be transferred (in the sole discretion of the Claimant Trustee) in Cash or in-kind to the Holders 

of the Claimant Trust Interests as provided in the Claimant Trust Agreement. 

C. The Reorganized Debtor 

1. Corporate Existence 

The Debtor will continue to exist after the Effective Date, with all of the powers of 

partnerships pursuant to the law of the State of Delaware and as set forth in the Reorganized 

Limited Partnership Agreement. 

2. Cancellation of Equity Interests and Release 

On the Effective Date, (i) all prepetition Equity Interests, including the Class A Limited 

Partnership Interests and the Class B/C Limited Partnership Interests, in the Debtor shall be 

canceled, and (ii) all obligations or debts owed by, or Claims against, the Debtor on account of, or 

based upon, the Interests shall be deemed as cancelled, released, and discharged, including all 

obligations or duties by the Debtor relating to the Equity Interests in any of the Debtor’s formation 

documents, including the Limited Partnership Agreement. 

3. Issuance of New Partnership Interests 

On the Effective Date, the Debtor or the Reorganized Debtor, as applicable, will issue new 

Class A Limited Partnership Interests to (i) the Claimant Trust, as limited partner, and (ii) New 

GP LLC, as general partner, and will admit (a) the Claimant Trust as the limited partner of the 

Reorganized Debtor, and (b) New GP LLC as the general partner of the Reorganized Debtor. The 

Claimant Trust, as limited partner, will ratify New GP LLC’s appointment as general partner of 

the Reorganized Debtor. Also, on the Effective Date, the Claimant Trust, as limited partner, and 

New GP LLC, as general partner, will execute the Reorganized Limited Partnership Agreement 

and receive partnership interests in the Reorganized Debtor consistent with the terms of the 

Reorganized Limited Partnership Agreement. 

The Reorganized Limited Partnership Agreement does not provide for, and specifically 

disclaims, the indemnification obligations under the Limited Partnership Agreement, including 

any such indemnification obligations that accrued or arose or could have been brought prior to the 

Effective Date. Any indemnification Claims under the Limited Partnership Agreement that 

accrued, arose, or could have been filed prior to the Effective Date will be resolved through the 

Claims resolution process provided that a Claim is properly filed in accordance with the 

Bankruptcy Code, the Plan, or the Bar Date Order. Each of the Debtor, the Reorganized Debtor, 

the Claimant Trust, and the Litigation Sub-Trust reserve all rights with respect to any such 

indemnification Claims. 

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000897

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33 

4. Management of the Reorganized Debtor 

Subject to and consistent with the terms of the Reorganized Limited Partnership 

Agreement, the Reorganized Debtor shall be managed by its general partner, New GP LLC. The 

initial officers and employees of the Reorganized Debtor shall be selected by the Claimant Trustee. 

The Reorganized Debtor may, in its discretion, also utilize a Sub-Servicer in addition to or in lieu 

of the retention of officers and employees. 

As set forth in the Reorganized Limited Partnership Agreement, New GP LLC will receive 

a fee for managing the Reorganized Debtor. Although New GP LLC will be a limited liability 

company, it will elect to be treated as a C-Corporation for tax purposes. Therefore, New GP LLC 

(and any taxable income attributable to it) will be subject to corporate income taxation on a 

standalone basis, which may reduce the return to Claimants. 

5. Vesting of Assets in the Reorganized Debtor 

Except as otherwise provided in this Plan or the Confirmation Order, on or after the 

Effective Date, all Reorganized Debtor Assets will vest in the Reorganized Debtor, free and clear 

of all Liens, Claims, charges or other encumbrances pursuant to section 1141(c) of the Bankruptcy 

Code except with respect to such Liens, Claims, charges and other encumbrances that are 

specifically preserved under this Plan upon the Effective Date. 

The Reorganized Debtor shall be the exclusive trustee of the Reorganized Debtor Assets 

for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of 

the Estate appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code with respect to the 

Reorganized Debtor Assets. 

6. Purpose of the Reorganized Debtor 

Except as may be otherwise provided in this Plan or the Confirmation Order, the 

Reorganized Debtor will continue to manage the Reorganized Debtor Assets (which shall include, 

for the avoidance of doubt, serving as the investment manager of the Managed Funds) and may 

use, acquire or dispose of the Reorganized Debtor Assets and compromise or settle any Claims 

with respect to the Reorganized Debtor Assets without supervision or approval by the Bankruptcy 

Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. The Reorganized 

Debtor shall oversee the resolution of Claims in Class 1 through Class 7. 

Without limiting the foregoing, the Reorganized Debtor will pay the charges that it incurs 

after the Effective Date for Professionals’ fees, disbursements, expenses or related support services 

(including reasonable fees relating to the preparation of Professional fee applications) in the 

ordinary course of business and without application or notice to, or order of, the Bankruptcy Court. 

7. Distribution of Proceeds from the Reorganized Debtor Assets; Transfer of 

Reorganized Debtor Assets 

Any proceeds received by the Reorganized Debtor will be distributed to the Claimant Trust, 

as limited partner, and New GP LLC, as general partner, in the manner set forth in the Reorganized 

Limited Partnership Agreement. As set forth in the Reorganized Limited Partnership Agreement, 

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000898

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34 

the Reorganized Debtor may, from time to time distribute Reorganized Debtor Assets to the 

Claimant Trust either in Cash or in-kind, including to institute the wind-down and dissolution of 

the Reorganized Debtor. Any assets distributed to the Claimant Trust will be (i) deemed 

transferred in all respects as forth in ARTICLE IV.B.1, (ii) deemed Claimant Trust Assets, and 

(iii) administered as Claimant Trust Assets. 

D. Company Action 

Each of the Debtor, the Reorganized Debtor, and the Trustees, as applicable, may take any 

and all actions to execute, deliver, File or record such contracts, instruments, releases and other 

agreements or documents and take such actions as may be necessary or appropriate to effectuate 

and implement the provisions of this Plan, the Claimant Trust Agreement, the Reorganized Limited 

Partnership Agreement, or the New GP LLC Documents, as applicable, in the name of and on 

behalf of the Debtor, the Reorganized Debtor, or the Trustees, as applicable, and in each case 

without further notice to or order of the Bankruptcy Court, act or action under applicable law, 

regulation, order, or rule or any requirement of further action, vote or other approval or 

authorization by the security holders, officers, or directors of the Debtor or the Reorganized 

Debtor, as applicable, or by any other Person. 

Prior to, on or after the Effective Date (as appropriate), all matters provided for pursuant 

to this Plan that would otherwise require approval of the stockholders, partners, directors, 

managers, or members of the Debtor, any Related Entity, or any Affiliate thereof (as of prior to 

the Effective Date) will be deemed to have been so approved and will be in effect prior to, on or 

after the Effective Date (as appropriate) pursuant to applicable law and without any requirement 

of further action by the stockholders, partners, directors, managers or members of such Persons, 

or the need for any approvals, authorizations, actions or consents of any Person. 

All matters provided for in this Plan involving the legal or corporate structure of the Debtor, 

the Reorganized Debtor, or the Claimant Trust, as applicable, and any legal or corporate action 

required by the Debtor, the Reorganized Debtor, or the Claimant Trust, as applicable, in connection 

with this Plan, will be deemed to have occurred and will be in full force and effect in all respects, 

in each case without further notice to or order of the Bankruptcy Court, act or action under 

applicable law, regulation, order, or rule or any requirement of further action, vote or other 

approval or authorization by the security holders, partners, directors, managers, or members of the 

Debtor, the Reorganized Debtor, or the Claimant Trust, as applicable, or by any other Person. On 

the Effective Date, the appropriate officers of the Debtor and the Reorganized Debtor, as 

applicable, as well as the Trustees, are authorized to issue, execute, deliver, and consummate the 

transactions contemplated by, the contracts, agreements, documents, guarantees, pledges, 

consents, securities, certificates, resolutions and instruments contemplated by or described in this 

Plan in the name of and on behalf of the Debtor and the Reorganized Debtor, as well as the 

Trustees, in each case without further notice to or order of the Bankruptcy Court, act or action 

under applicable law, regulation, order, or rule or any requirement of further action, vote or other 

approval or authorization by any Person. The appropriate officer of the Debtor, the Reorganized 

Debtor, as well as the Trustees, will be authorized to certify or attest to any of the foregoing actions. 

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000899

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35 

E. Release of Liens, Claims and Equity Interests 

Except as otherwise provided in the Plan or in any contract, instrument, release or other 

agreement or document entered into or delivered in connection with the Plan, from and after the 

Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all 

Liens, Claims, Equity Interests, mortgages, deeds of trust, or other security interests against the 

property of the Estate will be fully released, terminated, extinguished and discharged, in each case 

without further notice to or order of the Bankruptcy Court, act or action under applicable law, 

regulation, order, or rule or the vote, consent, authorization or approval of any Entity. Any Entity 

holding such Liens or Equity Interests extinguished pursuant to the prior sentence will, pursuant 

to section 1142 of the Bankruptcy Code, promptly execute and deliver to the Debtor, the 

Reorganized Debtor, or the Claimant Trustee, as applicable, such instruments of termination, 

release, satisfaction and/or assignment (in recordable form) as may be reasonably requested by the 

Debtor, the Reorganized Debtor, or the Claimant Trustee, as applicable. For the avoidance of 

doubt, this section is in addition to, and shall not be read to limit in any respects, ARTICLE IV.C.2. 

F. Cancellation of Notes, Certificates and Instruments 

Except for the purpose of evidencing a right to a distribution under this Plan and except as 

otherwise set forth in this Plan, on the Effective Date, all agreements, instruments, Securities and 

other documents evidencing any prepetition Claim or Equity Interest and any rights of any Holder 

in respect thereof shall be deemed cancelled, discharged, and of no force or effect. The holders of 

or parties to such cancelled instruments, Securities, and other documentation will have no rights 

arising from or related to such instruments, Securities, or other documentation or the cancellation 

thereof, except the rights provided for pursuant to this Plan, and the obligations of the Debtor 

thereunder or in any way related thereto will be fully released, terminated, extinguished and 

discharged, in each case without further notice to or order of the Bankruptcy Court, act or action 

under applicable law, regulation, order, or rule or any requirement of further action, vote or other 

approval or authorization by any Person. For the avoidance of doubt, this section is in addition to, 

and shall not be read to limit in any respects, ARTICLE IV.C.2. 

G. Cancellation of Existing Instruments Governing Security Interests 

Upon payment or other satisfaction of an Allowed Class 1 or Allowed Class 2 Claim, or 

promptly thereafter, the Holder of such Allowed Class 1 or Allowed Class 2 Claim shall deliver to 

the Debtor, the Reorganized Debtor, or the Claimant Trustee, as applicable, any collateral or other 

property of the Debtor held by such Holder, together with any termination statements, instruments 

of satisfaction, or releases of all security interests with respect to its Allowed Class 1 or Allowed 

Class 2 Claim that may be reasonably required to terminate any related financing statements, 

mortgages, mechanics’ or other statutory Liens, or lis pendens, or similar interests or documents. 

H. Control Provisions 

To the extent that there is any inconsistency between this Plan as it relates to the Claimant 

Trust, the Claimant Trust Agreement, the Reorganized Debtor, or the Reorganized Limited 

Partnership Agreement, this Plan shall control. 

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000900

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36 

I. Treatment of Vacant Classes

Any Claim or Equity Interest in a Class considered vacant under ARTICLE III.C of this 

Plan shall receive no Plan Distributions. 

J. Plan Documents 

The documents, if any, to be Filed as part of the Plan Documents, including any documents 

filed with the Plan Supplement, and any amendments, restatements, supplements, or other 

modifications to such documents, and any consents, waivers, or other deviations under or from 

any such documents, shall be incorporated herein by this reference (including to the applicable 

definitions in ARTICLE I hereof) and fully enforceable as if stated in full herein. 

The Debtor and the Committee are currently working to finalize the forms of certain of the 

Plan Documents to be filed with the Plan Supplement. To the extent that the Debtor and the 

Committee cannot agree as to the form and content of such Plan Documents, they intend to submit 

the issue to non-binding mediation pursuant to the Order Directing Mediation entered on August 

3, 2020 [D.I. 912]. 

K. Highland Capital Management, L.P. Retirement Plan and Trust 

The Highland Capital Management, L.P. Retirement Plan And Trust (“Pension Plan”) is a 

single-employer defined benefit pension plan covered by Title IV of the Employee Retirement 

Income Security Act of 1974, as amended (“ERISA”). 29 U.S.C. §§ 1301-1461. The Debtor is 

the contributing sponsor and, as such, the PBGC asserts that the Debtor is liable along with any 

members of the contributing sponsor’s controlled-group within the meaning of 29 U.S.C. §§ 

1301(a)(13), (14) with respect to the Pension Plan. 

Upon the Effective Date, the Reorganized Debtor shall be deemed to have assumed the 

Pension Plan and shall comply with all applicable statutory provisions of ERISA and the Internal 

Revenue Code (the “IRC”), including, but not limited to, satisfying the minimum funding 

standards pursuant to 26 U.S.C. §§ 412, 430, and 29 U.S.C. §§ 1082, 1083; paying the PBGC 

premiums in accordance with 29 U.S.C. §§ 1306 and 1307; and administering the Pension Plan in 

accordance with its terms and the provisions of ERISA and the IRC. In the event that the Pension 

Plan terminates after the Plan of Reorganization Effective Date, the PBGC asserts that the 

Reorganized Debtor and each of its controlled group members will be responsible for the liabilities 

imposed by Title IV of ERISA. 

Notwithstanding any provision of the Plan, the Confirmation Order, or the Bankruptcy 

Code (including section 1141 thereof) to the contrary, neither the Plan, the Confirmation Order, or 

the Bankruptcy Code shall be construed as discharging, releasing, exculpating or relieving the 

Debtor, the Reorganized Debtor, or any person or entity in any capacity, from any liability or 

responsibility, if any, with respect to the Pension Plan under any law, governmental policy, or 

regulatory provision. PBGC and the Pension Plan shall not be enjoined or precluded from 

enforcing such liability or responsibility against any person or entity as a result of any of the 

provisions of the Plan, the Confirmation Order, or the Bankruptcy Code. The Debtor reserves the 

right to contest any such liability or responsibility. 

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000901

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37 

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

A. Assumption, Assignment, or Rejection of Executory Contracts and Unexpired Leases 

Unless an Executory Contract or Unexpired Lease: (i) was previously assumed or rejected 

by the Debtor pursuant to this Plan on or prior to the Confirmation Date; (ii) previously expired or 

terminated pursuant to its own terms or by agreement of the parties thereto; (iii) is the subject of a 

motion to assume filed by the Debtor on or before the Confirmation Date; (iv) contains a change 

of control or similar provision that would be triggered by the Chapter 11 Case (unless such 

provision has been irrevocably waived); or (v) is specifically designated as a contract or lease to 

be assumed in the Plan or the Plan Supplement, on the Confirmation Date, each Executory Contract 

and Unexpired Lease shall be deemed rejected pursuant to section 365 of the Bankruptcy Code, 

without the need for any further notice to or action, order, or approval of the Bankruptcy Court, 

unless such Executory Contract or Unexpired Lease is listed in the Plan Supplement. 

At any time on or prior to the Confirmation Date, the Debtor may (i) amend the Plan 

Supplement in order to add or remove a contract or lease from the list of contracts to be assumed 

or (ii) assign (subject to applicable law) any Executory Contract or Unexpired Lease, as determined 

by the Debtor in consultation with the Committee, or the Reorganized Debtor, as applicable. 

The Confirmation Order will constitute an order of the Bankruptcy Court approving the 

above-described assumptions, rejections, and assumptions and assignments. Except as otherwise 

provided herein or agreed to by the Debtor and the applicable counterparty, each assumed 

Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, 

restatements, or other agreements related thereto, and all rights related thereto. Modifications, 

amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired 

Leases that have been executed by the Debtor during the Chapter 11 Case shall not be deemed to 

alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, 

or amount of any Claims that may arise in connection therewith. To the extent applicable, no 

change of control (or similar provision) will be deemed to occur under any such Executory 

Contract or Unexpired Lease. 

If certain, but not all, of a contract counterparty’s Executory Contracts and/or Unexpired 

Leases are rejected pursuant to the Plan, the Confirmation Order shall be a determination that such 

counterparty’s Executory Contracts and/or Unexpired Leases that are being assumed pursuant to 

the Plan are severable agreements that are not integrated with those Executory Contracts and/or 

Unexpired Leases that are being rejected pursuant to the Plan. Parties seeking to contest this 

finding with respect to their Executory Contracts and/or Unexpired Leases must file a timely 

objection to the Plan on the grounds that their agreements are integrated and not severable, and 

any such dispute shall be resolved by the Bankruptcy Court at the Confirmation Hearing (to the 

extent not resolved by the parties prior to the Confirmation Hearing). 

Notwithstanding anything herein to the contrary, the Debtor shall assume or reject that 

certain real property lease with Crescent TC Investors L.P. (“Landlord”) for the Debtor’s 

headquarters located at 200/300 Crescent Ct., Suite #700, Dallas, Texas 75201 (the “Lease”) in 

accordance with the notice to Landlord, procedures and timing required by 11 U.S.C. §365(d)(4), 

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000902

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38 

as modified by that certain Agreed Order Granting Motion to Extend Time to Assume or Reject 

Unexpired Nonresidential Real Property Lease [Docket No. 1122]. 

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases 

Any Executory Contract or Unexpired Lease not assumed or rejected on or before the 

Confirmation Date shall be deemed rejected, pursuant to the Confirmation Order. Any Person 

asserting a Rejection Claim shall File a proof of claim within thirty days of the Confirmation Date. 

Any Rejection Claims that are not timely Filed pursuant to this Plan shall be forever disallowed 

and barred. If one or more Rejection Claims are timely Filed, the Claimant Trustee may File an 

objection to any Rejection Claim. 

Rejection Claims shall be classified as General Unsecured Claims and shall be treated in 

accordance with ARTICLE III of this Plan. 

C. Cure of Defaults for Assumed or Assigned Executory Contracts and Unexpired 

Leases 

Any monetary amounts by which any Executory Contract or Unexpired Lease to be 

assumed or assigned hereunder is in default shall be satisfied, under section 365(b)(1) of the 

Bankruptcy Code, by the Debtor upon assumption or assignment thereof, by payment of the default 

amount in Cash as and when due in the ordinary course or on such other terms as the parties to 

such Executory Contracts may otherwise agree. The Debtor may serve a notice on the Committee 

and parties to Executory Contracts or Unexpired Leases to be assumed or assigned reflecting the 

Debtor’s or Reorganized Debtor’s intention to assume or assign the Executory Contract or 

Unexpired Lease in connection with this Plan and setting forth the proposed cure amount (if any). 

If a dispute regarding (1) the amount of any payments to cure a default, (2) the ability of 

the Debtor, the Reorganized Debtor, or any assignee to provide “adequate assurance of future 

performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory 

Contract or Unexpired Lease to be assumed or assigned or (3) any other matter pertaining to 

assumption or assignment, the cure payments required by section 365(b)(1) of the Bankruptcy 

Code will be made following the entry of a Final Order or orders resolving the dispute and 

approving the assumption or assignment. 

Assumption or assignment of any Executory Contract or Unexpired Lease pursuant to the 

Plan or otherwise and full payment of any applicable cure amounts pursuant to this ARTICLE V.C 

shall result in the full release and satisfaction of any cure amounts, Claims, or defaults, whether 

monetary or nonmonetary, including defaults of provisions restricting the change in control or 

ownership interest composition or other bankruptcy-related defaults, arising under any assumed or 

assigned Executory Contract or Unexpired Lease at any time prior to the effective date of 

assumption or assignment. Any and all Proofs of Claim based upon Executory Contracts or 

Unexpired Leases that have been assumed or assigned in the Chapter 11 Case, including pursuant 

to the Confirmation Order, and for which any cure amounts have been fully paid pursuant to this 

ARTICLE V.C, shall be deemed disallowed and expunged as of the Confirmation Date without 

the need for any objection thereto or any further notice to or action, order, or approval of the 

Bankruptcy Court. 

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000903

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39 

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS 

A. Dates of Distributions 

Except as otherwise provided in this Plan, on the Effective Date or as soon as reasonably 

practicable thereafter (or if a Claim is not an Allowed Claim or Equity Interest on the Effective 

Date, on the date that such Claim or Equity Interest becomes an Allowed Claim or Equity Interest, 

or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim or Equity 

Interest against the Debtor shall receive the full amount of the distributions that this Plan provides 

for Allowed Claims or Allowed Equity Interests in the applicable Class and in the manner provided 

herein. If any payment or act under this Plan is required to be made or performed on a date that is 

not on a Business Day, then the making of such payment or the performance of such act may be 

completed on the next succeeding Business Day, but shall be deemed to have been completed as 

of the required date. If and to the extent there are Disputed Claims or Equity Interests, distributions 

on account of any such Disputed Claims or Equity Interests shall be made pursuant to the 

provisions provided in this Plan. Except as otherwise provided in this Plan, Holders of Claims and 

Equity Interests shall not be entitled to interest, dividends or accruals on the distributions provided 

for therein, regardless of whether distributions are delivered on or at any time after the Effective 

Date. 

Upon the Effective Date, all Claims and Equity Interests against the Debtor shall be deemed 

fixed and adjusted pursuant to this Plan and none of the Debtor, the Reorganized Debtor, or the 

Claimant Trust will have liability on account of any Claims or Equity Interests except as set forth 

in this Plan and in the Confirmation Order. All payments and all distributions made by the 

Distribution Agent under this Plan shall be in full and final satisfaction, settlement and release of 

all Claims and Equity Interests against the Debtor and the Reorganized Debtor. 

At the close of business on the Distribution Record Date, the transfer ledgers for the Claims 

against the Debtor and the Equity Interests in the Debtor shall be closed, and there shall be no 

further changes in the record holders of such Claims and Equity Interests. The Debtor, the 

Reorganized Debtor, the Trustees, and the Distribution Agent, and each of their respective agents, 

successors, and assigns shall have no obligation to recognize the transfer of any Claims against the 

Debtor or Equity Interests in the Debtor occurring after the Distribution Record Date and shall be 

entitled instead to recognize and deal for all purposes hereunder with only those record holders 

stated on the transfer ledgers as of the close of business on the Distribution Record Date 

irrespective of the number of distributions to be made under this Plan to such Persons or the date 

of such distributions. 

B. Distribution Agent 

Except as provided herein, all distributions under this Plan shall be made by the Claimant 

Trustee, as Distribution Agent, or by such other Entity designated by the Claimant Trustee, as a 

Distribution Agent on the Effective Date or thereafter. The Reorganized Debtor will be the 

Distribution Agent with respect to Claims in Class 1 through Class 7. 

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000904

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40 

The Claimant Trustee, or such other Entity designated by the Claimant Trustee to be the 

Distribution Agent, shall not be required to give any bond or surety or other security for the 

performance of such Distribution Agent’s duties unless otherwise ordered by the Bankruptcy 

Court. 

The Distribution Agent shall be empowered to (a) effect all actions and execute all 

agreements, instruments, and other documents necessary to perform its duties under this Plan; 

(b) make all distributions contemplated hereby; (c) employ professionals to represent it with 

respect to its responsibilities; and (d) exercise such other powers as may be vested in the 

Distribution Agent by order of the Bankruptcy Court, pursuant to this Plan, or as deemed by the 

Distribution Agent to be necessary and proper to implement the provisions hereof. 

The Distribution Agent shall not have any obligation to make a particular distribution to a 

specific Holder of an Allowed Claim if such Holder is also the Holder of a Disputed Claim. 

C. Cash Distributions 

Distributions of Cash may be made by wire transfer from a domestic bank, except that Cash 

payments made to foreign creditors may be made in such funds and by such means as the 

Distribution Agent determines are necessary or customary in a particular foreign jurisdiction. 

D. Disputed Claims Reserve 

On or prior to the Initial Distribution Date, the Claimant Trustee shall establish, fund and 

maintain the Disputed Claims Reserve(s) in the appropriate Disputed Claims Reserve Amounts on 

account of any Disputed Claims. 

E. Distributions from the Disputed Claims Reserve 

The Disputed Claims Reserve shall at all times hold Cash in an amount no less than the 

Disputed Claims Reserve Amount. To the extent a Disputed Claim becomes an Allowed Claim 

pursuant to the terms of this Plan, within 30 days of the date on which such Disputed Claim 

becomes an Allowed Claim pursuant to the terms of this Plan, the Claimant Trustee shall distribute 

from the Disputed Claims Reserve to the Holder thereof any prior distributions, in Cash, that would 

have been made to such Allowed Claim if it had been Allowed as of the Effective Date. For the 

avoidance of doubt, each Holder of a Disputed Claim that subsequently becomes an Allowed 

Claim will also receive its Pro Rata share of the Claimant Trust Interests. If, upon the resolution 

of all Disputed Claims any Cash remains in the Disputed Claims Reserve, such Cash shall be 

transferred to the Claimant Trust and be deemed a Claimant Trust Asset. 

F. Rounding of Payments 

Whenever this Plan would otherwise call for, with respect to a particular Person, payment 

of a fraction of a dollar, the actual payment or distribution shall reflect a rounding of such fraction 

to the nearest whole dollar (up or down), with half dollars being rounded down. To the extent that 

Cash to be distributed under this Plan remains undistributed as a result of the aforementioned 

rounding, such Cash or stock shall be treated as “Unclaimed Property” under this Plan. 

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000905

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41 

G. De Minimis Distribution 

Except as to any Allowed Claim that is Unimpaired under this Plan, none of the Debtor, 

the Reorganized Debtor, or the Distribution Agent shall have any obligation to make any Plan 

Distributions with a value of less than $100, unless a written request therefor is received by the 

Distribution Agent from the relevant recipient at the addresses set forth in ARTICLE VI.J hereof 

within 120 days after the later of the (i) Effective Date and (ii) the date such Claim becomes an 

Allowed Claim. De minimis distributions for which no such request is timely received shall revert 

to the Claimant Trust. Upon such reversion, the relevant Allowed Claim (and any Claim on 

account of missed distributions) shall be automatically deemed satisfied, discharged and forever 

barred, notwithstanding any federal or state escheat laws to the contrary. 

H. Distributions on Account of Allowed Claims 

Except as otherwise agreed by the Holder of a particular Claim or as provided in this Plan, 

all distributions shall be made pursuant to the terms of this Plan and the Confirmation Order. 

Except as otherwise provided in this Plan, distributions to any Holder of an Allowed Claim shall, 

to the extent applicable, be allocated first to the principal amount of any such Allowed Claim, as 

determined for U.S. federal income tax purposes and then, to the extent the consideration exceeds 

such amount, to the remainder of such Claim comprising accrued but unpaid interest, if any (but 

solely to the extent that interest is an allowable portion of such Allowed Claim). 

I. General Distribution Procedures 

The Distribution Agent shall make all distributions of Cash or other property required 

under this Plan, unless this Plan specifically provides otherwise. All Cash and other property held 

by the Debtor, the Reorganized Debtor, or the Claimant Trust, as applicable, for ultimate 

distribution under this Plan shall not be subject to any claim by any Person. 

J. Address for Delivery of Distributions 

Distributions to Holders of Allowed Claims, to the extent provided for under this Plan, 

shall be made (1) at the addresses set forth in any written notices of address change delivered to 

the Debtor and the Distribution Agent; (2) at the address set forth on any Proofs of Claim Filed by 

such Holders (to the extent such Proofs of Claim are Filed in the Chapter 11 Case), (2), or (3) at 

the addresses in the Debtor’s books and records. 

If there is any conflict or discrepancy between the addresses set forth in (1) through (3) in 

the foregoing sentence, then (i) the address in Section (2) shall control; (ii) if (2) does not apply, 

the address in (1) shall control, and (iii) if (1) does not apply, the address in (3) shall control. 

K. Undeliverable Distributions and Unclaimed Property 

If the distribution to the Holder of any Allowed Claim is returned to the Reorganized 

Debtor or the Claimant Trust as undeliverable, no further distribution shall be made to such Holder, 

and Distribution Agent shall not have any obligation to make any further distribution to the Holder, 

unless and until the Distribution Agent is notified in writing of such Holder’s then current address. 

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000906

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42 

Any Entity that fails to claim any Cash within six months from the date upon which a 

distribution is first made to such Entity shall forfeit all rights to any distribution under this Plan 

and such Cash shall thereafter be deemed an Claimant Trust Asset in all respects and for all 

purposes. Entities that fail to claim Cash shall forfeit their rights thereto and shall have no claim 

whatsoever against the Debtor’s Estate, the Reorganized Debtor, the Claimant Trust, or against 

any Holder of an Allowed Claim to whom distributions are made by the Distribution Agent. 

L. Withholding Taxes 

In connection with this Plan, to the extent applicable, the Distribution Agent shall comply 

with all tax withholding and reporting requirements imposed on them by any Governmental Unit, 

and all distributions made pursuant to this Plan shall be subject to such withholding and reporting 

requirements. The Distribution Agent shall be entitled to deduct any U.S. federal, state or local 

withholding taxes from any Cash payments made with respect to Allowed Claims, as appropriate. 

As a condition to receiving any distribution under this Plan, the Distribution Agent may require 

that the Holder of an Allowed Claim entitled to receive a distribution pursuant to this Plan provide 

such Holder’s taxpayer identification number and such other information and certification as may 

be deemed necessary for the Distribution Agent to comply with applicable tax reporting and 

withholding laws. If a Holder fails to comply with such a request within one year, such distribution 

shall be deemed an unclaimed distribution. Any amounts withheld pursuant hereto shall be deemed 

to have been distributed to and received by the applicable recipient for all purposes of this Plan. 

M. Setoffs 

The Distribution Agent may, to the extent permitted under applicable law, set off against 

any Allowed Claim and any distributions to be made pursuant to this Plan on account of such 

Allowed Claim, the claims, rights and causes of action of any nature that the Debtor, the 

Reorganized Debtor, or the Distribution Agent may hold against the Holder of such Allowed Claim 

that are not otherwise waived, released or compromised in accordance with this Plan; provided, 

however, that neither such a setoff nor the allowance of any Claim hereunder shall constitute a 

waiver or release by the Debtor, the Reorganized Debtor, or the Claimant Trustee of any such 

claims, rights and causes of action that the Debtor, the Reorganized Debtor, or Claimant Trustee 

possesses against such Holder. Any Holder of an Allowed Claim subject to such setoff reserves 

the right to challenge any such setoff in the Bankruptcy Court or any other court with jurisdiction 

with respect to such challenge. 

N. Surrender of Cancelled Instruments or Securities 

As a condition precedent to receiving any distribution pursuant to this Plan on account of 

an Allowed Claim evidenced by negotiable instruments, securities, or notes canceled pursuant to 

ARTICLE IV of this Plan, the Holder of such Claim will tender the applicable negotiable 

instruments, securities, or notes evidencing such Claim (or a sworn affidavit identifying the 

negotiable instruments, securities, or notes formerly held by such Holder and certifying that they 

have been lost), to the Distribution Agent unless waived in writing by the Distribution Agent. 

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000907

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O. Lost, Stolen, Mutilated or Destroyed Securities 

In addition to any requirements under any applicable agreement and applicable law, any 

Holder of a Claim or Equity Interest evidenced by a security or note that has been lost, stolen, 

mutilated, or destroyed will, in lieu of surrendering such security or note to the extent required by 

this Plan, deliver to the Distribution Agent: (i) evidence reasonably satisfactory to the Distribution 

Agent of such loss, theft, mutilation, or destruction; and (ii) such security or indemnity as may be 

required by the Distribution Agent to hold such party harmless from any damages, liabilities, or 

costs incurred in treating such individual as a Holder of an Allowed Claim or Equity Interest. 

Upon compliance with ARTICLE VI.O of this Plan as determined by the Distribution Agent, by a 

Holder of a Claim evidenced by a security or note, such Holder will, for all purposes under this 

Plan, be deemed to have surrendered such security or note to the Distribution Agent. 

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT, 

UNLIQUIDATED AND DISPUTED CLAIMS 

A. Filing of Proofs of Claim 

Unless such Claim appeared in the Schedules and is not listed as disputed, contingent, or 

unliquidated, or such Claim has otherwise been Allowed or paid, each Holder of a Claim was 

required to file a Proof of Claim on or prior to the Bar Date. 

B. Disputed Claims 

Following the Effective Date, each of the Reorganized Debtor or the Claimant Trustee, as 

applicable, may File with the Bankruptcy Court an objection to the allowance of any Disputed 

Claim or Disputed Equity Interest, request the Bankruptcy Court subordinate any Claims to 

Subordinated Claims, or any other appropriate motion or adversary proceeding with respect to the 

foregoing by the Claims Objection Deadline or, at the discretion of the Reorganized Debtor or 

Claimant Trustee, as applicable, compromised, settled, withdrew or resolved without further order 

of the Bankruptcy Court, and (ii) unless otherwise provided in the Confirmation Order, the 

Reorganized Debtor or the Claimant Trust, as applicable, are authorized to settle, or withdraw any 

objections to, any Disputed Claim or Disputed Equity Interests following the Effective Date 

without further notice to creditors (other than the Entity holding such Disputed Claim or Disputed 

Equity Interest) or authorization of the Bankruptcy Court, in which event such Claim or Equity 

Interest shall be deemed to be an Allowed Claim or Equity Interest in the amount compromised 

for purposes of this Plan. 

C. Procedures Regarding Disputed Claims or Disputed Equity Interests 

No payment or other distribution or treatment shall be made on account of a Disputed 

Claim or Disputed Equity Interest unless and until such Disputed Claim or Disputed Equity Interest 

becomes an Allowed Claim or Equity Interests and the amount of such Allowed Claim or Equity 

Interest, as applicable, is determined by order of the Bankruptcy Court or by stipulation between 

the Reorganized Debtor or Claimant Trust, as applicable, and the Holder of the Claim or Equity 

Interest. 

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000908

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D. Allowance of Claims and Equity Interests 

Following the date on which a Disputed Claim or Disputed Equity Interest becomes an 

Allowed Claim or Equity Interest after the Distribution Date, the Distribution Agent shall make a 

distribution to the Holder of such Allowed Claim or Equity Interest in accordance with the Plan. 

1. Allowance of Claims 

After the Effective Date and subject to the other provisions of this Plan, the Reorganized 

Debtor or the Claimant Trust, as applicable, will have and will retain any and all rights and 

defenses under bankruptcy or nonbankruptcy law that the Debtor had with respect to any Claim. 

Except as expressly provided in this Plan or in any order entered in the Chapter 11 Case prior to 

the Effective Date (including, without limitation, the Confirmation Order), no Claim or Equity 

Interest will become an Allowed Claim or Equity Interest unless and until such Claim or Equity 

Interest is deemed Allowed under this Plan or the Bankruptcy Code or the Bankruptcy Court has 

entered an order, including, without limitation, the Confirmation Order, in the Chapter 11 Case 

allowing such Claim or Equity Interest. 

2. Estimation 

Subject to the other provisions of this Plan, the Debtor, prior to the Effective Date, and the 

Reorganized Debtor or the Claimant Trustee, as applicable, after the Effective Date, may, at any 

time, request that the Bankruptcy Court estimate (a) any Disputed Claim or Disputed Equity 

Interest pursuant to applicable law and in accordance with this Plan and (b) any contingent or 

unliquidated Claim pursuant to applicable law, including, without limitation, section 502(c) of the 

Bankruptcy Code, and the Bankruptcy Court will retain jurisdiction under 28 U.S.C. §§ 157 and 

1334 to estimate any Disputed Claim or Disputed Equity Interest, contingent Claim or unliquidated 

Claim, including during the litigation concerning any objection to any Claim or Equity Interest or 

during the pendency of any appeal relating to any such objection. All of the aforementioned 

objection, estimation and resolution procedures are cumulative and not exclusive of one another. 

Claims or Equity Interests may be estimated and subsequently compromised, settled, withdrawn 

or resolved by any mechanism approved by the Bankruptcy Court. The rights and objections of 

all parties are reserved in connection with any such estimation proceeding. 

3. Disallowance of Claims 

Any Claims or Equity Interests held by Entities from which property is recoverable under 

sections 542, 543, 550, or 553 of the Bankruptcy Code, or that are a transferee of a transfer 

avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy 

Code, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders 

of such Claims or Interests may not receive any distributions on account of such Claims or Interests 

until such time as such Causes of Action against that Entity have been settled or a Bankruptcy 

Court Order with respect thereto has been entered and all sums due, if any, to the Reorganized 

Debtor or the Claimant Trust, as applicable, by that Entity have been turned over or paid to the 

Reorganized Debtor or the Claimant Trust, as applicable. 

EXCEPT AS OTHERWISE PROVIDED HEREIN OR AS AGREED TO BY THE 

DEBTOR, REORGANIZED DEBTOR, OR CLAIMANT TRUSTEE, AS APPLICABLE, 

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000909

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ANY AND ALL PROOFS OF CLAIM FILED AFTER THE BAR DATE SHALL BE 

DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE 

WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF 

THE BANKRUPTCY COURT, AND HOLDERS OF SUCH CLAIMS MAY NOT 

RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS SUCH 

LATE PROOF OF CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL ORDER.

ARTICLE VIII.

EFFECTIVENESS OF THIS PLAN 

A. Conditions Precedent to the Effective Date 

The Effective Date of this Plan will be conditioned upon the satisfaction or waiver by the 

Debtor (and, to the extent such condition requires the consent of the Committee, the consent of the 

Committee with such consent not to be unreasonably withheld), pursuant to the provisions of 

ARTICLE VIII.B of this Plan of the following: 

x This Plan and the Plan Documents, including the Claimant Trust Agreement and the 

Reorganized Limited Partnership Agreement, and all schedules, documents, 

supplements and exhibits to this Plan shall have been Filed in form and substance 

reasonably acceptable to the Debtor and the Committee. 

x The Confirmation Order shall have become a Final Order and shall be in form and 

substance reasonably acceptable to the Debtor and the Committee. The Confirmation 

Order shall provide that, among other things, (i) the Debtor, the Reorganized Debtor, 

the Claimant Trustee, or the Litigation Trustee are authorized to take all actions 

necessary or appropriate to effectuate and consummate this Plan, including, without 

limitation, (a) entering into, implementing, effectuating, and consummating the 

contracts, instruments, releases, and other agreements or documents created in 

connection with or described in this Plan, (b) assuming the Executory Contracts and 

Unexpired Leases set forth in the Plan Supplement, (c) making all distributions and 

issuances as required under this Plan; and (d) entering into any transactions as set forth 

in the Plan Documents; (ii) the provisions of the Confirmation Order and this Plan are 

nonseverable and mutually dependent; (iii) the implementation of this Plan in 

accordance with its terms is authorized; (iv) pursuant to section 1146 of the Bankruptcy 

Code, the delivery of any deed or other instrument or transfer order, in furtherance of, 

or in connection with this Plan, including any deeds, bills of sale, or assignments 

executed in connection with any disposition or transfer of Assets contemplated under 

this Plan, shall not be subject to any Stamp or Similar Tax; and (v) the vesting of the 

Claimant Trust Assets in the Claimant Trust and the Reorganized Debtor Assets in the 

Reorganized Debtor, in each case as of the Effective Date free and clear of liens and 

claims to the fullest extent permissible under applicable law pursuant to section 1141(c) 

of the Bankruptcy Code except with respect to such Liens, Claims, charges and other 

encumbrances that are specifically preserved under this Plan upon the Effective Date. 

x All documents and agreements necessary to implement this Plan, including without 

limitation, the Reorganized Limited Partnership Agreement, the Claimant Trust 

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000910

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Agreement, and the New GP LLC Documents, in each case in form and substance 

reasonably acceptable to the Debtor and the Committee, shall have (a) been tendered 

for delivery, and (b) been effected by, executed by, or otherwise deemed binding upon, 

all Entities party thereto and shall be in full force and effect. All conditions precedent 

to such documents and agreements shall have been satisfied or waived pursuant to the 

terms of such documents or agreements. 

x All authorizations, consents, actions, documents, approvals (including any 

governmental approvals), certificates and agreements necessary to implement this Plan, 

including, without limitation, the Reorganized Limited Partnership Agreement, the 

Claimant Trust Agreement, and the New GP LLC Documents, shall have been 

obtained, effected or executed and delivered to the required parties and, to the extent 

required, filed with the applicable governmental units in accordance with applicable 

laws and any applicable waiting periods shall have expired without any action being 

taken or threatened by any competent authority that would restrain or prevent 

effectiveness or consummation of the Restructuring. 

x The Debtor shall have obtained applicable directors’ and officers’ insurance coverage 

that is acceptable to each of the Debtor, the Committee, the Claimant Trust Oversight 

Committee, the Claimant Trustee and the Litigation Trustee. 

x The Professional Fee Reserve shall be funded pursuant to this Plan in an amount 

determined by the Debtor in good faith. 

B. Waiver of Conditions 

The conditions to effectiveness of this Plan set forth in this ARTICLE VIII (other than that 

the Confirmation Order shall have been entered) may be waived in whole or in part by the Debtor 

(and, to the extent such condition requires the consent of the Committee, the consent of the 

Committee), without notice, leave or order of the Bankruptcy Court or any formal action other 

than proceeding to confirm or effectuate this Plan. The failure to satisfy or waive a condition to 

the Effective Date may be asserted by the Debtor regardless of the circumstances giving rise to the 

failure of such condition to be satisfied. The failure of the Debtor to exercise any of the foregoing 

rights will not be deemed a waiver of any other rights, and each right will be deemed an ongoing 

right that may be asserted at any time by the Debtor, the Reorganized Debtor, or the Claimant 

Trust, as applicable. 

C. Dissolution of the Committee 

On the Effective Date, the Committee will dissolve, and the members of the Committee 

and the Committee’s Professionals will cease to have any role arising from or relating to the 

Chapter 11 Case, except in connection with final fee applications of Professionals for services 

rendered prior to the Effective Date (including the right to object thereto). The Professionals 

retained by the Committee and the members thereof will not be entitled to assert any fee claims 

for any services rendered to the Committee or expenses incurred in the service of the Committee 

after the Effective Date, except for reasonable fees for services rendered, and actual and necessary 

costs incurred, in connection with any applications for allowance of Professional Fees pending on 

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000911

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the Effective Date or filed and served after the Effective Date pursuant to the Plan. Nothing in the 

Plan shall prohibit or limit the ability of the Debtor’s or Committee’s Professionals to represent 

either of the Trustees or to be compensated or reimbursed per the Plan and the Claimant Trust 

Agreement in connection with such representation. 

ARTICLE IX.

EXCULPATION, INJUNCTION AND RELATED PROVISIONS 

A. General 

Notwithstanding anything contained in the Plan to the contrary, the allowance, 

classification and treatment of all Allowed Claims and Equity Interests and their respective 

distributions and treatments under the Plan shall take into account the relative priority and rights 

of the Claims and the Equity Interests in each Class in connection with any contractual, legal and 

equitable subordination rights relating thereto whether arising under general principles of equitable 

subordination, section 510 of the Bankruptcy Code, or otherwise. 

B. Discharge of Claims 

To the fullest extent provided under section 1141(d)(1)(A) and other applicable provisions 

of the Bankruptcy Code, except as otherwise expressly provided by this Plan or the Confirmation 

Order, all consideration distributed under this Plan will be in exchange for, and in complete 

satisfaction, settlement, discharge, and release of, all Claims and Equity Interests of any kind or 

nature whatsoever against the Debtor or any of its Assets or properties, and regardless of whether 

any property will have been distributed or retained pursuant to this Plan on account of such Claims 

or Equity Interests. Except as otherwise expressly provided by this Plan or the Confirmation 

Order, upon the Effective Date, the Debtor and its Estate will be deemed discharged and released 

under and to the fullest extent provided under section 1141(d)(1)(A) and other applicable 

provisions of the Bankruptcy Code from any and all Claims and Equity Interests of any kind or 

nature whatsoever, including, but not limited to, demands and liabilities that arose before the 

Confirmation Date, and all debts of the kind specified in section 502(g), 502(h), or 502(i) of the 

Bankruptcy Code. 

C. Exculpation 

Subject in all respects to ARTICLE XII.D of this Plan, to the maximum extent permitted 

by applicable law, no Exculpated Party will have or incur, and each Exculpated Party is hereby 

exculpated from, any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of 

Action, remedy, loss, and liability for conduct occurring on or after the Petition Date in connection 

with or arising out of (i) the filing and administration of the Chapter 11 Case; (ii) the negotiation 

and pursuit of the Disclosure Statement, the Plan, or the solicitation of votes for, or confirmation 

of, the Plan; (iii) the funding or consummation of the Plan (including the Plan Supplement) or any 

related agreements, instruments, or other documents, the solicitation of votes on the Plan, the offer, 

issuance, and Plan Distribution of any securities issued or to be issued pursuant to the Plan, 

including the Claimant Trust Interests, whether or not such Plan Distributions occur following the 

Effective Date; (iv) the implementation of the Plan; and (v) any negotiations, transactions, and 

documentation in connection with the foregoing clauses (i)-(iv); provided, however, the foregoing 

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000912

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will not apply to (a) any acts or omissions of an Exculpated Party arising out of or related to acts 

or omissions that constitute bad faith, fraud, gross negligence, criminal misconduct, or willful 

misconduct or (b) Strand or any Employee other than with respect to actions taken by such Entities 

from the date of appointment of the Independent Directors through the Effective Date. This 

exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, 

exculpations, any other applicable law or rules, or any other provisions of this Plan, including 

ARTICLE IV.C.2, protecting such Exculpated Parties from liability. 

D. Releases by the Debtor 

On and after the Effective Date, each Released Party is deemed to be, hereby conclusively, 

absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtor and 

the Estate, in each case on behalf of themselves and their respective successors, assigns, and 

representatives, including, but not limited to, the Claimant Trust and the Litigation Sub-Trust from 

any and all Causes of Action, including any derivative claims, asserted on behalf of the Debtor, 

whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter 

arising, in law, equity, contract, tort or otherwise, that the Debtor or the Estate would have been 

legally entitled to assert in their own right (whether individually or collectively) or on behalf of 

the holder of any Claim against, or Interest in, a Debtor or other Person. 

Notwithstanding anything contained herein to the contrary, the foregoing release does not 

release: (i) any obligations of any party under the Plan or any document, instrument, or agreement 

executed to implement the Plan, (ii) the rights or obligations of any current employee of the Debtor 

under any employment agreement or plan, (iii) the rights of the Debtor with respect to any 

confidentiality provisions or covenants restricting competition in favor of the Debtor under any 

employment agreement with a current or former employee of the Debtor, (iv) any Avoidance 

Actions, or (v) any Causes of Action arising from willful misconduct, criminal misconduct, actual 

fraud, or gross negligence of such applicable Released Party as determined by Final Order of the 

Bankruptcy Court or any other court of competent jurisdiction. 

Notwithstanding anything herein to the contrary, any release provided pursuant to this 

ARTICLE IX.D (i) with respect to a Senior Employee, is conditioned in all respects on (a) such 

Senior Employee executing a Senior Employee Stipulation on or prior to the Effective Date and 

(b) the reduction of such Senior Employee’s Allowed Claim as set forth in the Senior Employee 

Stipulation (such amount, the “Reduced Employee Claim”), and (ii) with respect to any Employee, 

including a Senior Employee, shall be deemed null and void and of no force and effect (1) if there 

is more than one member of the Claimant Trust Oversight Committee who does not represent 

entities holding a Disputed or Allowed Claim (the “Independent Members”), the Claimant Trustee 

and the Independent Members by majority vote determine or (2) if there is only one Independent 

Member, the Independent Member after discussion with the Claimant Trustee, determines (in each 

case after discussing with the full Claimant Trust Oversight Committee) that such Employee 

(regardless of whether the Employee is then currently employed by the Debtor, the Reorganized 

Debtor, or the Claimant Trustee): 

x sues, attempts to sue, or threatens or works with or assists any entity or person to sue, 

attempt to sue, or threaten the Reorganized Debtor, the Claimant Trust, the Litigation 

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000913

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Sub-Trust, or any of their respective employees or agents, or any Released Party on or 

in connection with any claim or cause of action arising prior to the Effective Date, 

x has taken any action that, impairs or harms the value of the Claimant Trust Assets or 

the Reorganized Debtor Assets, or 

x (x) upon the request of the Claimant Trustee, has failed to provide reasonable assistance 

in good faith to the Claimant Trustee or the Reorganized Debtor with respect to (1) the 

monetization of the Claimant Trust Assets or Reorganized Debtor Assets, as applicable, 

or (2) the resolution of Claims, or (y) has taken any action that impedes or frustrates 

the Claimant Trustee or the Reorganized Debtor with respect to any of the foregoing. 

Provided, however, that the release provided pursuant to this ARTICLE IX.D will vest and the 

Employee will be indefeasibly released pursuant to this ARTICLE IX.D if such Employee’s 

release has not been deemed null and void and of no force and effect on or prior to the date that is 

the date of dissolution of the Claimant Trust pursuant to the Claimant Trust Agreement. 

By executing the Senior Employee Stipulation embodying this release, each Senior 

Employee acknowledges and agrees, without limitation, to the terms of this release and the tolling 

agreement contained in the Senior Employee Stipulation. 

The provisions of this release and the execution of a Senior Employee Stipulation will not 

in any way prevent or limit any Employee from (i) prosecuting its Claims, if any, against the 

Debtor’s Estate, (ii) defending him or herself against any claims or causes of action brought against 

the Employee by a third party, or (iii) assisting other persons in defending themselves from any 

Estate Claims brought by the Litigation Trustee (but only with respect to Estate Claims brought 

by the Litigation Trustee and not collection or other actions brought by the Claimant Trustee). 

E. Preservation of Rights of Action 

1. Maintenance of Causes of Action 

Except as otherwise provided in this Plan, after the Effective Date, the Reorganized Debtor 

or the Claimant Trust will retain all rights to commence, pursue, litigate or settle, as appropriate, 

any and all Causes of Action included in the Reorganized Debtor Assets or Claimant Trust Assets, 

as applicable, whether existing as of the Petition Date or thereafter arising, in any court or other 

tribunal including, without limitation, in an adversary proceeding Filed in the Chapter 11 Case 

and, as the successors in interest to the Debtor and the Estate, may, and will have the exclusive 

right to, enforce, sue on, settle, compromise, transfer or assign (or decline to do any of the 

foregoing) any or all of the Causes of Action without notice to or approval from the Bankruptcy 

Court. 

2. Preservation of All Causes of Action Not Expressly Settled or Released 

Unless a Cause of Action against a Holder of a Claim or an Equity Interest or other Entity 

is expressly waived, relinquished, released, compromised or settled in this Plan or any Final Order 

(including, without limitation, the Confirmation Order), such Cause of Action is expressly reserved 

for later adjudication by the Reorganized Debtor or Claimant Trust, as applicable (including, 

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000914

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50 

without limitation, Causes of Action not specifically identified or of which the Debtor may 

presently be unaware or that may arise or exist by reason of additional facts or circumstances 

unknown to the Debtor at this time or facts or circumstances that may change or be different from 

those the Debtor now believes to exist) and, therefore, no preclusion doctrine, including, without 

limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, 

waiver, estoppel (judicial, equitable or otherwise) or laches will apply to such Causes of Action as 

a consequence of the confirmation, effectiveness, or consummation of this Plan based on the 

Disclosure Statement, this Plan or the Confirmation Order, except where such Causes of Action 

have been expressly released in this Plan or any other Final Order (including, without limitation, 

the Confirmation Order). In addition, the right of the Reorganized Debtor or the Claimant Trust 

to pursue or adopt any claims alleged in any lawsuit in which the Debtor is a plaintiff, defendant 

or an interested party, against any Entity, including, without limitation, the plaintiffs or codefendants in such lawsuits, is expressly reserved. 

F. Injunction 

Upon entry of the Confirmation Order, all Enjoined Parties are and shall be 

permanently enjoined, on and after the Effective Date, from taking any actions to interfere 

with the implementation or consummation of the Plan. 

Except as expressly provided in the Plan, the Confirmation Order, or a separate order 

of the Bankruptcy Court, all Enjoined Parties are and shall be permanently enjoined, on and 

after the Effective Date, with respect to any Claims and Equity Interests, from directly or 

indirectly (i) commencing, conducting, or continuing in any manner any suit, action, or other 

proceeding of any kind (including any proceeding in a judicial, arbitral, administrative or 

other forum) against or affecting the Debtor or the property of the Debtor, (ii) enforcing, 

levying, attaching (including any prejudgment attachment), collecting, or otherwise 

recovering, enforcing, or attempting to recover or enforce, by any manner or means, any 

judgment, award, decree, or order against the Debtor or the property of the Debtor, (iii) 

creating, perfecting, or otherwise enforcing in any manner, any security interest, lien or 

encumbrance of any kind against the Debtor or the property of the Debtor, (iv) asserting any 

right of setoff, directly or indirectly, against any obligation due to the Debtor or against 

property or interests in property of the Debtor, except to the limited extent permitted under 

Sections 553 and 1141 of the Bankruptcy Code, and (v) acting or proceeding in any manner, 

in any place whatsoever, that does not conform to or comply with the provisions of the Plan. 

The injunctions set forth herein shall extend to, and apply to any act of the type set 

forth in any of clauses (i)-(v) of the immediately preceding paragraph against any successors 

of the Debtor, including, but not limited to, the Reorganized Debtor, the Litigation SubTrust, and the Claimant Trust and their respective property and interests in property. 

Subject in all respects to ARTICLE XII.D, no Enjoined Party may commence or 

pursue a claim or cause of action of any kind against any Protected Party that arose or arises 

from or is related to the Chapter 11 Case, the negotiation of the Plan, the administration of 

the Plan or property to be distributed under the Plan, the wind down of the business of the 

Debtor or Reorganized Debtor, the administration of the Claimant Trust or the Litigation 

Sub-Trust, or the transactions in furtherance of the foregoing without the Bankruptcy Court 

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000915

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51 

(i) first determining, after notice and a hearing, that such claim or cause of action represents 

a colorable claim of any kind, including, but not limited to, negligence, bad faith, criminal 

misconduct, willful misconduct, fraud, or gross negligence against a Protected Party and (ii) 

specifically authorizing such Enjoined Party to bring such claim or cause of action against 

any such Protected Party; provided, however, the foregoing will not apply to a claim or cause 

of action against Strand or against any Employee other than with respect to actions taken, 

respectively, by Strand or by such Employee from the date of appointment of the 

Independent Directors through the Effective Date. The Bankruptcy Court will have sole and 

exclusive jurisdiction to determine whether a claim or cause of action is colorable and, only 

to the extent legally permissible and as provided for in ARTICLE XI, shall have jurisdiction 

to adjudicate the underlying colorable claim or cause of action. 

G. Duration of Injunctions and Stays 

ARTICLE II. Unless otherwise provided in this Plan, in the Confirmation Order, or 

in a Final Order of the Bankruptcy Court, (i) all injunctions and stays entered during the 

Chapter 11 Case and in existence on the Confirmation Date shall remain in full force and 

effect in accordance with their terms; and (ii) the automatic stay arising under section 362 

of the Bankruptcy Code shall remain in full force and effect subject to Section 362(c) of the 

Bankruptcy Code, and to the extent necessary if the Debtor does not receive a discharge, the 

Court will enter an equivalent order under Section 105. 

H. Continuance of January 9 Order 

Unless otherwise provided in this Plan, in the Confirmation Order, or in a Final Order of 

the Bankruptcy Court, the restrictions set forth in paragraphs 9 and 10 of the Order Approving 

Settlement with Official Committee of Unsecured Creditors Regarding Governance of the Debtor 

and Procedures for Operations in the Ordinary Course, entered by the Bankruptcy Court on 

January 9, 2020 [D.I. 339] shall remain in full force and effect following the Effective Date. 

ARTICLE X.

BINDING NATURE OF PLAN 

On the Effective Date, and effective as of the Effective Date, the Plan, including, without 

limitation, the provisions in ARTICLE IX, will bind, and will be deemed binding upon, all Holders 

of Claims against and Equity Interests in the Debtor and such Holder’s respective successors and 

assigns, to the maximum extent permitted by applicable law, notwithstanding whether or not such 

Holder will receive or retain any property or interest in property under the Plan. All Claims and 

Debts shall be fixed and adjusted pursuant to this Plan. The Plan shall also bind any taxing 

authority, recorder of deeds, or similar official for any county, state, Governmental Unit or parish 

in which any instrument related to the Plan or related to any transaction contemplated thereby is 

to be recorded with respect to nay taxes of the kind specified in Bankruptcy Code section 1146(a). 

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000916

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52 

ARTICLE XI.

RETENTION OF JURISDICTION 

Pursuant to sections 105 and 1142 of the Bankruptcy Code and notwithstanding the entry 

of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall, 

after the Effective Date, retain such jurisdiction over the Chapter 11 Case and all Entities with 

respect to all matters related to the Chapter 11 Case, the Reorganized Debtor, the Claimant Trust, 

and this Plan to the maximum extent legally permissible, including, without limitation, jurisdiction 

to: 

x allow, disallow, determine, liquidate, classify, estimate or establish the priority, 

secured, unsecured, or subordinated status of any Claim or Equity Interest, including, 

without limitation, the resolution of any request for payment of any Administrative 

Expense Claim and the resolution of any and all objections to the allowance or priority 

of any Claim or Equity Interest; 

x grant or deny any applications for allowance of compensation or reimbursement of 

expenses authorized pursuant to the Bankruptcy Code or this Plan, for periods ending 

on or before the Effective Date; provided, however, that, from and after the Effective 

Date, the Reorganized Debtor shall pay Professionals in the ordinary course of business 

for any work performed after the Effective Date subject to the terms of this Plan and 

the Confirmation Order, and such payment shall not be subject to the approval of the 

Bankruptcy Court; 

x resolve any matters related to the assumption, assignment or rejection of any Executory 

Contract or Unexpired Lease to which the Debtor is party or with respect to which the 

Debtor, Reorganized Debtor, or Claimant Trust may be liable and to adjudicate and, if 

necessary, liquidate, any Claims arising therefrom, including, without limitation, any 

dispute regarding whether a contract or lease is or was executory or expired; 

x make any determination with respect to a claim or cause of action against a Protected 

Party as set forth in ARTICLE IX; 

x resolve any claim or cause of action against an Exculpated Party or Protected Party 

arising from or related to the Chapter 11 Case, the negotiation of this Plan, the 

administration of the Plan or property to be distributed under the Plan, the wind down 

of the business of the Debtor or Reorganized Debtor, or the transactions in furtherance 

of the foregoing; 

x if requested by the Reorganized Debtor or the Claimant Trustee, authorize, approve, 

and allow any sale, disposition, assignment or other transfer of the Reorganized Debtor 

Assets or Claimant Trust Assets, including any break-up compensation or expense 

reimbursement that may be requested by a purchaser thereof; provided, however, that 

neither the Reorganized Debtor nor the Claimant Trustee shall be required to seek such 

authority or approval from the Bankruptcy Court unless otherwise specifically required 

by this Plan or the Confirmation Order; 

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000917

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53 

x if requested by the Reorganized Debtor or the Claimant Trustee, authorize, approve, 

and allow any borrowing or the incurrence of indebtedness, whether secured or 

unsecured by the Reorganized Debtor or Claimant Trust; provided, however, that 

neither the Reorganized Debtor nor the Claimant Trustee shall be required to seek such 

authority or approval from the Bankruptcy Court unless otherwise specifically required 

by this Plan or the Confirmation Order; 

x resolve any issues related to any matters adjudicated in the Chapter 11 Case; 

x ensure that distributions to Holders of Allowed Claims and Allowed Equity Interests 

are accomplished pursuant to the provisions of this Plan; 

x decide or resolve any motions, adversary proceedings, contested or litigated matters 

and any other Causes of Action (including Estate Claims) that are pending as of the 

Effective Date or that may be commenced in the future, including approval of any 

settlements, compromises, or other resolutions as may be requested by the Debtor, the 

Reorganized Debtor, the Claimant Trustee, or the Litigation Trustee whether under 

Bankruptcy Rule 9019 or otherwise, and grant or deny any applications involving the 

Debtor that may be pending on the Effective Date or instituted by the Reorganized 

Debtor, the Claimant Trustee, or Litigation Trustee after the Effective Date, provided 

that the Reorganized Debtor, the Claimant Trustee, and the Litigation Trustee shall 

reserve the right to commence actions in all appropriate forums and jurisdictions; 

x enter such orders as may be necessary or appropriate to implement, effectuate, or 

consummate the provisions of this Plan, the Plan Documents, and all other contracts, 

instruments, releases, and other agreements or documents adopted in connection with 

this Plan, the Plan Documents, or the Disclosure Statement; 

x resolve any cases, controversies, suits or disputes that may arise in connection with the 

implementation, effectiveness, consummation, interpretation, or enforcement of this 

Plan or any Entity’s obligations incurred in connection with this Plan; 

x issue injunctions and enforce them, enter and implement other orders or take such other 

actions as may be necessary or appropriate to restrain interference by any Entity with 

implementation, effectiveness, consummation, or enforcement of this Plan, except as 

otherwise provided in this Plan; 

x enforce the terms and conditions of this Plan and the Confirmation Order; 

x resolve any cases, controversies, suits or disputes with respect to the release, 

exculpation, indemnification, and other provisions contained herein and enter such 

orders or take such others actions as may be necessary or appropriate to implement or 

enforce all such releases, injunctions and other provisions; 

x enter and implement such orders or take such others actions as may be necessary or 

appropriate if the Confirmation Order is modified, stayed, reversed, revoked or 

vacated; 

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000918

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54 

x resolve any other matters that may arise in connection with or relate to this Plan, the 

Disclosure Statement, the Confirmation Order, the Plan Documents, or any contract, 

instrument, release, indenture or other agreement or document adopted in connection 

with this Plan or the Disclosure Statement; and 

x enter an order concluding or closing the Chapter 11 Case after the Effective Date. 

ARTICLE XII.

MISCELLANEOUS PROVISIONS 

A. Payment of Statutory Fees and Filing of Reports 

All outstanding Statutory Fees shall be paid on the Effective Date. All such fees payable, 

and all such fees that become due and payable, after the Effective Date shall be paid by the 

Reorganized Debtor when due or as soon thereafter as practicable until the Chapter 11 Case is 

closed, converted, or dismissed. The Claimant Trustee shall File all quarterly reports due prior to 

the Effective Date when they become due, in a form reasonably acceptable to the U.S. Trustee. 

After the Effective Date, the Claimant Trustee shall File with the Bankruptcy Court quarterly 

reports when they become due, in a form reasonably acceptable to the U.S. Trustee. The 

Reorganized Debtor shall remain obligated to pay Statutory Fees to the Office of the U.S. Trustee 

until the earliest of the Debtor’s case being closed, dismissed, or converted to a case under chapter 

7 of the Bankruptcy Code. 

B. Modification of Plan 

Effective as of the date hereof and subject to the limitations and rights contained in this 

Plan: (a) the Debtor reserves the right, in accordance with the Bankruptcy Code and the 

Bankruptcy Rules, to amend or modify this Plan prior to the entry of the Confirmation Order with 

the consent of the Committee, such consent not to be unreasonably withheld; and (b) after the entry 

of the Confirmation Order, the Debtor may, after notice and hearing and entry of an order of the 

Bankruptcy Court, amend or modify this Plan, in accordance with section 1127(b) of the 

Bankruptcy Code or remedy any defect or omission or reconcile any inconsistency in this Plan in 

such manner as may be necessary to carry out the purpose and intent of this Plan. 

C. Revocation of Plan 

The Debtor reserves the right to revoke or withdraw this Plan prior to the Confirmation 

Date and to File a subsequent chapter 11 plan with the consent of the Committee. If the Debtor 

revokes or withdraws this Plan prior to the Confirmation Date, then: (i) this Plan shall be null and 

void in all respects; (ii) any settlement or compromise embodied in this Plan, assumption of 

Executory Contracts or Unexpired Leases effected by this Plan and any document or agreement 

executed pursuant hereto shall be deemed null and void except as may be set forth in a separate 

order entered by the Bankruptcy Court; and (iii) nothing contained in this Plan shall: (a) constitute 

a waiver or release of any Claims by or against, or any Equity Interests in, the Debtor or any other 

Entity; (b) prejudice in any manner the rights of the Debtor or any other Entity; or (c) constitute 

an admission, acknowledgement, offer or undertaking of any sort by the Debtor or any other Entity. 

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000919

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55 

D. Obligations Not Changed 

Notwithstanding anything in this Plan to the contrary, nothing herein will affect or 

otherwise limit or release any non-Debtor Entity’s (including any Exculpated Party’s) duties or 

obligations, including any contractual and indemnification obligations, to the Debtor, the 

Reorganized Debtor, or any other Entity whether arising under contract, statute, or otherwise. 

E. Entire Agreement

Except as otherwise described herein, this Plan supersedes all previous and 

contemporaneous negotiations, promises, covenants, agreements, understandings, and 

representations on such subjects, all of which have become merged and integrated into this Plan. 

F. Closing of Chapter 11 Case

The Claimant Trustee shall, after the Effective Date and promptly after the full 

administration of the Chapter 11 Case, File with the Bankruptcy Court all documents required by 

Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 

Case. 

G. Successors and Assigns 

This Plan shall be binding upon and inure to the benefit of the Debtor and its successors 

and assigns, including, without limitation, the Reorganized Debtor and the Claimant Trustee. The 

rights, benefits, and obligations of any Person or Entity named or referred to in this Plan shall be 

binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, or assign 

of such Person or Entity. 

H. Reservation of Rights 

Except as expressly set forth herein, this Plan shall have no force or effect unless and until 

the Bankruptcy Court enters the Confirmation Order and the Effective Date occurs. Neither the 

filing of this Plan, any statement or provision contained herein, nor the taking of any action by the 

Debtor, the Reorganized Debtor, the Claimant Trustee, or any other Entity with respect to this Plan 

shall be or shall be deemed to be an admission or waiver of any rights of: (1) the Debtor, the 

Reorganized Debtor, or the Claimant Trustee with respect to the Holders of Claims or Equity 

Interests or other Entity; or (2) any Holder of a Claim or an Equity Interest or other Entity prior to 

the Effective Date. 

Neither the exclusion or inclusion by the Debtor of any contract or lease on any exhibit, 

schedule, or other annex to this Plan or in the Plan Documents, nor anything contained in this Plan, 

will constitute an admission by the Debtor that any such contract or lease is or is not an executory 

contract or lease or that the Debtor, the Reorganized Debtor, the Claimant Trustee, or their 

respective Affiliates has any liability thereunder. 

Except as explicitly provided in this Plan, nothing herein shall waive, excuse, limit, 

diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the 

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000920

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56 

Debtor, the Reorganized Debtor, or the Claimant Trustee under any executory or non-executory 

contract. 

Nothing in this Plan will increase, augment, or add to any of the duties, obligations, 

responsibilities, or liabilities of the Debtor, the Reorganized Debtor, or the Claimant Trustee, as 

applicable, under any executory or non-executory contract or lease. 

If there is a dispute regarding whether a contract or lease is or was executory at the time of 

its assumption under this Plan, the Debtor, the Reorganized Debtor, or the Claimant Trustee, as 

applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to 

alter their treatment of such contract. 

I. Further Assurances 

The Debtor, the Reorganized Debtor, or the Claimant Trustee, as applicable, all Holders of 

Claims and Equity Interests receiving distributions hereunder, and all other Entities shall, from 

time to time, prepare, execute and deliver any agreements or documents and take any other actions 

as may be necessary or advisable to effectuate the provisions and intent of this Plan or the 

Confirmation Order. On or before the Effective Date, the Debtor shall File with the Bankruptcy 

Court all agreements and other documents that may be necessary or appropriate to effectuate and 

further evidence the terms and conditions hereof. 

J. Severability 

If, prior to the Confirmation Date, any term or provision of this Plan is determined by the 

Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court will have the power 

to alter and interpret such term or provision to make it valid or enforceable to the maximum extent 

practicable, consistent with the original purpose of the term or provision held to be invalid, void, 

or unenforceable, and such term or provision will then be applicable as altered or interpreted. 

Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and 

provisions of this Plan will remain in full force and effect and will in no way be affected, impaired, 

or invalidated by such holding, alteration, or interpretation. The Confirmation Order will 

constitute a judicial determination and will provide that each term and provision of this Plan, as it 

may have been altered or interpreted in accordance with the foregoing, is valid and enforceable 

pursuant to its terms. 

K. Service of Documents 

All notices, requests, and demands to or upon the Debtor, the Reorganized Debtor, or the 

Claimant Trustee to be effective shall be in writing and, unless otherwise expressly provided 

herein, shall be deemed to have been duly given or made when actually delivered addressed as 

follows: 

If to the Claimant Trust: 

Highland Claimant Trust 

c/o Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

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000921

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57 

Dallas, Texas 75201 

Attention: James P. Seery, Jr. 

If to the Debtor: 

Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

Dallas, Texas 75201 

Attention: James P. Seery, Jr. 

with copies to: 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Attn: Jeffrey N. Pomerantz, Esq. 

 Ira D. Kharasch, Esq. 

 Gregory V. Demo, Esq. 

If to the Reorganized Debtor: 

Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

Dallas, Texas 75201 

Attention: James P. Seery, Jr. 

with copies to: 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Attn: Jeffrey N. Pomerantz, Esq. 

 Ira D. Kharasch, Esq. 

 Gregory V. Demo, Esq. 

L. Exemption from Certain Transfer Taxes Pursuant to Section 1146(a) of the 

Bankruptcy Code 

To the extent permitted by applicable law, pursuant to section 1146(a) of the Bankruptcy 

Code, any transfers of property pursuant hereto shall not be subject to any Stamp or Similar Tax 

or governmental assessment in the United States, and the Confirmation Order shall direct the 

appropriate federal, state or local governmental officials or agents or taxing authority to forego the 

collection of any such Stamp or Similar Tax or governmental assessment and to accept for filing 

and recordation instruments or other documents pursuant to such transfers of property without the 

payment of any such Stamp or Similar Tax or governmental assessment. Such exemption 

specifically applies, without limitation, to (i) all actions, agreements and documents necessary to 

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000922

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58 

evidence and implement the provisions of and the distributions to be made under this Plan; (ii) the 

maintenance or creation of security or any Lien as contemplated by this Plan; and (iii) assignments, 

sales, or transfers executed in connection with any transaction occurring under this Plan. 

M. Governing Law 

Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal 

law is applicable, or to the extent that an exhibit or schedule to this Plan provides otherwise, the 

rights and obligations arising under this Plan shall be governed by, and construed and enforced 

in accordance with, the laws of Texas, without giving effect to the principles of conflicts of law 

of such jurisdiction; provided, however, that corporate governance matters relating to the 

Debtor, the Reorganized Debtor, New GP LLC, or the Claimant Trust, as applicable, shall be 

governed by the laws of the state of organization of the Debtor, the Reorganized Debtor, New 

GP LLC, or the Claimant Trustee, as applicable. 

N. Tax Reporting and Compliance 

The Debtor is hereby authorized to request an expedited determination under 

section 505(b) of the Bankruptcy Code of the tax liability of the Debtor is for all taxable periods 

ending after the Petition Date through, and including, the Effective Date. 

O. Exhibits and Schedules 

All exhibits and schedules to this Plan, if any, including the Exhibits and the Plan 

Documents, are incorporated and are a part of this Plan as if set forth in full herein. 

P. Controlling Document

In the event of an inconsistency between this Plan and any other instrument or document 

created or executed pursuant to this Plan, or between this Plan and the Disclosure Statement, this 

Plan shall control. The provisions of this Plan, the Disclosure Statement, and any Plan Document, 

on the one hand, and of the Confirmation Order, on the other hand, shall be construed in a manner 

consistent with each other so as to effectuate the purposes of each; provided, however, that if there 

is determined to be any inconsistency between any provision of this Plan, the Disclosure 

Statement, and any Plan Document, on the one hand, and any provision of the Confirmation Order, 

on the other hand, that cannot be so reconciled, then, solely to the extent of such inconsistency, 

the provisions of the Confirmation Order shall govern, and any such provisions of the 

Confirmation Order shall be deemed a modification of this Plan, the Disclosure Statement, and the 

Plan Documents, as applicable. 

[Remainder of Page Intentionally Blank]

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000923

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DOCS_NY:40509.39 36027/002

Dated: January 22, 2021

Respectfully submitted,

HIGHLAND CAPITAL MANAGEMENT, L.P. 

By:

James P. Seery, Jr.

Chief Executive Officer and Chief Restructuring

Officer

Prepared by: 

PACHULSKI STANG ZIEHL & JONES LLP

Jeffrey N. Pomerantz (CA Bar No.143717)

Ira D. Kharasch (CA Bar No. 109084)

Gregory V. Demo (NY Bar No. 5371992)

10100 Santa Monica Boulevard, 13th Floor

Los Angeles, CA 90067

Telephone: (310) 277-6910

Facsimile: (310) 201-0760

Email: jpomerantz@pszjlaw.com

ikharasch@pszjlaw.com

gdemo@pszjlaw.com

and 

HAYWARD & ASSOCIATES PLLC

Melissa S. Hayward (TX Bar No. 24044908)

Zachery Z. Annable (TX Bar No. 24053075)

10501 N. Central Expy, Ste. 106

Dallas, TX 75231

Telephone: (972) 755-7100

Facsimile: (972) 755-7110

Email: MHayward@HaywardFirm.com

ZAnnable@HaywardFirm.com

Counsel for the Debtor and Debtor-in-Possession

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161

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Appx. 0839

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 187 of 266

000924

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Exhibit B 

Schedule of CLO Management Agreements and Related Contracts to Be Assumed 

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161

Case: 21-90011 Document: 00515826308 Page: 187 Date Filed: 04/14/2021

Appx. 0840

Case 3:21-cv-01710-N Document 10-19 Filed 10/05/21 Page 188 of 266 PageID 894

Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 188 of 266

000925

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 75 of 242 PageID 1019
DOCS_NY:42355.1 36027/002

Schedule of CLO Management Agreements and Related Contracts to Be Assumed 

1. Servicing Agreement, dated December 20, 2007, by and among Greenbriar CLO, Ltd., 

and Highland Capital Management, L.P. 

2. Investment Management Agreement, dated November 1, 2007, by and between Longhorn 

Credit Funding, LLC, and Highland Capital Management, L.P. (as amended) 

3. Reference Portfolio Management Agreement, dated August 1, 2016, by and between 

Highland Capital Management, L.P., and Valhalla CLO, Ltd. 

4. Collateral Servicing Agreement, dated December 20, 2006, by and among Highland Park 

CDO I, Ltd., and Highland Capital Management, L.P. 

5. Portfolio Management Agreement, dated March 15, 2005, by and among Southfork CLO 

Ltd., and Highland Capital Management, L.P. 

6. Amended and Restated Portfolio Management Agreement, dated November 30, 2005, by 

and among Jaspar CLO Ltd., and Highland Capital Management, L.P. 

7. Servicing Agreement, dated May 31, 2007, by and among Westchester CLO, Ltd., and 

Highland Capital Management, L.P. 

8. Servicing Agreement, dated May 10, 2006, by and among Rockwall CDO Ltd. and 

Highland Capital Management, L.P. (as amended) 

9. Portfolio Management Agreement, dated December 8, 2005, by and between Liberty 

CLO, Ltd., and Highland Capital Management, L.P. 

10. Servicing Agreement, dated March 27, 2008, by and among Aberdeen Loan Funding, 

Ltd., and Highland Capital Management, L.P. 

11. Servicing Agreement, dated May 9, 2007, by and among Rockwall CDO II Ltd. and 

Highland Capital Management, L.P. 

12. Collateral Management Agreement, by and between, Highland Loan Funding V Ltd. and 

Highland Capital Management, L.P., dated August 1, 2001. 

13. Collateral Management Agreement, dated August 18, 1999, by and between Highland 

Legacy Limited and Highland Capital Management, L.P. 

14. Servicing Agreement, dated November 30, 2006, by and among Grayson CLO Ltd., and 

Highland Capital Management, L.P. (as amended) 

15. Servicing Agreement, dated October 25, 2007, by and among Stratford CLO Ltd., and 

Highland Capital Management, L.P. 

16. Servicing Agreement, dated August 3, 2006, by and among Red River CLO Ltd., and 

Highland Capital Management, L.P. (as amended) 

17. Servicing Agreement, dated December 21, 2006, by and among Brentwood CLO, Ltd., 

and Highland Capital Management, L.P. 

18. Servicing Agreement, dated March 13, 2007, by and among Eastland CLO Ltd., and 

Highland Capital Management, L.P. 

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Appx. 0841

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 189 of 266

000926

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 2 

DOCS_NY:42355.1 36027/002

19. Portfolio Management, Agreement, dated October 13, 2005, by and among Gleneagles 

CLO, Ltd., and Highland Capital Management, L.P. 

20. Members’ Agreement and Amendment, dated November 15, 2017, by and between 

Highland CLO Funding, Ltd. and Highland Capital Management, L.P. 

21. Collateral Management Agreement, dated May 19, 1998, by and between Pam Capital 

Funding LP, Ranger Asset Mgt LP and Highland Capital Management, L.P. 

22. Collateral Management Agreement, dated August 6, 1997, by and between Pamco 

Cayman Ltd., Ranger Asset Mgt LP and Highland Capital Management, L.P. 

23. Amendment No. 1 to Servicing Agreement, October 2, 2007, between Highland Capital 

Management, L.P. and Red River CLO Ltd. et al 

24. Interim Collateral Management Agreement, June 15, 2005, between Highland Capital 

Management, L.P. and Rockwall CDO Ltd 

25. Amendment No. 1 to Servicing Agreement, October 2, 2007, between Highland Capital 

Management, L.P. and Rockwall CDO Ltd 

26. Collateral Servicing Agreement dated December 20, 2006, between Highland Capital 

Management, L.P. and Highland Park CDO I, Ltd.; The Bank of New York Trust 

Company, National Association 

27. Representations and Warranties Agreement, dated December 20, 2006, between Highland 

Capital Management, L.P. and Highland Park CDO I, Ltd. 

28. Collateral Administration Agreement, dated March 27, 2008, between Highland Capital 

Management, L.P. and Aberdeen Loan Funding, Ltd.; State Street Bank and Trust 

Company 

29. Collateral Administration Agreement, dated December 20, 2007, between Highland 

Capital Management, L.P. and Greenbriar CLO, Ltd.; State Street Bank and Trust 

Company 

30. Collateral Acquisition Agreement, dated March 13, 2007, between Highland Capital 

Management, L.P. and Eastland CLO, Ltd 

31. Collateral Administration Agreement, dated March 13, 2007, between Highland Capital 

Management, L.P. and Eastland CLO, Ltd. and Investors Bank and Trust Company 

32. Collateral Administration Agreement, dated October 13, 2005, between Highland Capital 

Management, L.P. and Gleneagles CLO, Ltd.; JPMorgan Chase Bank, National 

Association 

33. Collateral Acquisition Agreement, dated November 30, 2006, between Highland Capital 

Management, L.P. and Grayson CLO, Ltd. 

34. Collateral Administration Agreement, dated November 30, 2006, between Highland 

Capital Management, L.P. and Grayson CLO, Ltd.; Investors Bank & Trust Company 

35. Collateral Acquisition Agreement, dated August 3, 2006, between Highland Capital 

Management, L.P. and Red River CLO, Ltd. 

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Appx. 0842

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 190 of 266

000927

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 3 

DOCS_NY:42355.1 36027/002

36. Collateral Administration Agreement, dated August 3, 2006, between Highland Capital 

Management, L.P. and Red River CLO, Ltd.; U.S. Bank National Association 

37. Master Warehousing and Participation Agreement, dated April 19, 2006, between 

Highland Capital Management, L.P. and Red River CLO Ltd.; Highland Special 

Opportunities Holding Company 

38. Master Warehousing and Participation Agreement, dated February 2, 2006, between 

Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 Funding, LLC; 

IXIS Financial Products Inc. 

39. Master Warehousing and Participation Agreement (Amendment No. 2), dated May 5, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

40. Master Warehousing and Participation Agreement (Amendment No. 1), dated April 12, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

41. Master Warehousing and Participation Agreement (Amendment No. 3), dated June 22, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

42. Master Warehousing and Participation Agreement (Amendment No. 4), dated July 17, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

43. Collateral Administration Agreement, dated February 2, 2006, between Highland Capital 

Management, L.P. and Red River CLO Ltd.; U.S. Bank National Association; IXIS 

Financial Products Inc. 

44. Collateral Administration Agreement, dated April 18, 2006, between Highland Capital 

Management, L.P. and Red River CLO Ltd.; Highland Special Opportunities Holding 

Company; U.S. Bank National Association 

45. Master Participation Agreement, dated June 5, 2006, between Highland Capital 

Management, L.P. and Red River CLO Ltd.; Grand Central Asset Trust 

46. A&R Asset Acquisition Agreement, dated July 18, 2001, between Highland Capital 

Management, L.P. and Salomon Smith Barney Inc.; Highland Loan Funding V Ltd. 

47. A&R Master Participation Agreement, dated July 18, 2001, between Highland Capital 

Management, L.P. and Salomon Brothers Holding Company; Highland Loan Funding V 

Ltd. 

48. Collateral Acquisition Agreement, dated June 29, 2005, between Highland Capital 

Management, L.P. and Jasper CLO Ltd. 

49. Collateral Administration Agreement, dated June 29, 2005, between Highland Capital 

Management, L.P. and Jasper CLO Ltd.; JPMorgan Chase Bank, National Association 

50. Master Warehousing and Participation Agreement, dated March 24, 2005, between 

Highland Capital Management, L.P. and Jasper CLO Ltd; MMP-5 Funding, LLC; and 

IXIS Financial Products Inc. 

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Appx. 0843

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 191 of 266

000928

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 4 

DOCS_NY:42355.1 36027/002

51. Master Warehousing and Participation Agreement (Amendment No. 1), dated May 16, 

2005, between Highland Capital Management, L.P. and Jasper CLO Ltd; MMP-5 

Funding, LLC; and IXIS Financial Products Inc. 

52. Collateral Administration Agreement, dated December 8, 2005, between Highland 

Capital Management, L.P. and Liberty CLO Ltd. 

53. Collateral Administration Agreement, dated May 10, 2006, between Highland Capital 

Management, L.P. and Rockwall CDO Ltd; JPMorgan Chase Bank, National Association 

54. Collateral Administration Agreement, dated May 9, 2007, between Highland Capital 

Management, L.P. and Rockwall CDO II, Ltd.; Investors Bank & Trust Company 

55. Collateral Administration Agreement, dated March 15, 2005, between Highland Capital 

Management, L.P. and Southfork CLO Ltd.; JPMorgan Chase Bank, National 

Association 

56. Collateral Administration Agreement, dated October 25, 2007, between Highland Capital 

Management, L.P. and Stratford CLO Ltd.; State Street 

57. Collateral Administration Agreement, dated August 18, 2004, between Highland Capital 

Management, L.P. and Valhalla CLO, Ltd.; JPMorgan Chase Bank 

58. Collateral Acquisition Agreement, dated May 31, 2007, between Highland Capital 

Management, L.P. and Westchester CLO, Ltd. 

59. Collateral Administration Agreement, dated May 31, 2007, between Highland Capital 

Management, L.P. and Westchester CLO, Ltd.; Investors Bank & Trust Company 

60. Collateral Administration Agreement, dated December 21, 2006, between Highland 

Capital Management, L.P. and Brentwood CLO, Ltd.; Investors Bank & Trust Company 

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Appx. 0844

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 192 of 266

000929

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Tab “B” 

 

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Appx. 0845

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 193 of 266

000930

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 80 of 242 PageID 1024
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

HIGHLAND CAPITAL MANAGEMENT, L.P.,1

Debtor. 

) 

) 

) 

) 

) 

) 

) 

Chapter 11 

Case No. 19-34054-sgj11 

FIFTH AMENDED PLAN OF REORGANIZATION OF HIGHLAND 

CAPITAL MANAGEMENT, L.P. (AS MODIFIED) 

PACHULSKI STANG ZIEHL & JONES LLP 

Jeffrey N. Pomerantz (CA Bar No.143717) 

Ira D. Kharasch (CA Bar No. 109084) 

Gregory V. Demo (NY Bar No. 5371992) 

10100 Santa Monica Boulevard, 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Email: jpomerantz@pszjlaw.com 

 ikharasch@pszjlaw.com 

 gdemo@pszjlaw.com 

HAYWARD & ASSOCIATES PLLC 

Melissa S. Hayward (TX Bar No. 24044908) 

Zachery Z. Annable (TX Bar No. 24053075) 

10501 N. Central Expy, Ste. 106 

Dallas, TX 75231 

Telephone: (972) 755-7100 

Facsimile: (972) 755-7110 

Email: MHayward@HaywardFirm.com 

 ZAnnable@HaywardFirm.com: 

Counsel for the Debtor and Debtor-in-Possession 

1

 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address 

for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201. 

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 194 of 266

000931

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- i - 

ARTICLE I. RULES OF INTERPRETATION, COMPUTATION OF TIME, 

GOVERNING LAW AND DEFINED TERMS .............................................. 1

A. Rules of Interpretation, Computation of Time and Governing Law ..................... 1

B. Defined Terms ...................................................................................................... 2

ARTICLE II. ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS................. 16

A. Administrative Expense Claims .......................................................................... 16

B. Professional Fee Claims ...................................................................................... 17

C. Priority Tax Claims ............................................................................................. 17

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS 

AND EQUITY INTERESTS ......................................................................... 18

A. Summary ............................................................................................................. 18

B. Summary of Classification and Treatment of Classified Claims and 

Equity Interests ................................................................................................... 18

C. Elimination of Vacant Classes ............................................................................ 19

D. Impaired/Voting Classes ..................................................................................... 19

E. Unimpaired/Non-Voting Classes ........................................................................ 19

F. Impaired/Non-Voting Classes ............................................................................. 19

G. Cramdown ........................................................................................................... 19

H. Classification and Treatment of Claims and Equity Interests ............................. 19

I. Special Provision Governing Unimpaired Claims .............................................. 24

J. Subordinated Claims ........................................................................................... 24

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THIS PLAN ..................................... 24

A. Summary ............................................................................................................. 24

B. The Claimant Trust ............................................................................................. 25

1. Creation and Governance of the Claimant Trust and Litigation 

Sub-Trust................................................................................................. 25 

2. Claimant Trust Oversight Committee ..................................................... 26 

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Appx. 0847

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 195 of 266

000932

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Page

- ii - 

3. Purpose of the Claimant Trust. ............................................................... 27 

4. Purpose of the Litigation Sub-Trust. ....................................................... 27 

5. Claimant Trust Agreement and Litigation Sub-Trust Agreement. ......... 27 

6. Compensation and Duties of Trustees. ................................................... 29 

7. Cooperation of Debtor and Reorganized Debtor. ................................... 29 

8. United States Federal Income Tax Treatment of the Claimant 

Trust. ....................................................................................................... 29 

9. Tax Reporting. ........................................................................................ 30 

10. Claimant Trust Assets. ............................................................................ 30 

11. Claimant Trust Expenses. ....................................................................... 31 

12. Trust Distributions to Claimant Trust Beneficiaries. .............................. 31 

13. Cash Investments. ................................................................................... 31 

14. Dissolution of the Claimant Trust and Litigation Sub-Trust. ................. 31 

C. The Reorganized Debtor ..................................................................................... 32

1. Corporate Existence ................................................................................ 32 

2. Cancellation of Equity Interests and Release.......................................... 32 

3. Issuance of New Partnership Interests .................................................... 32 

4. Management of the Reorganized Debtor ................................................ 33 

5. Vesting of Assets in the Reorganized Debtor ......................................... 33 

6. Purpose of the Reorganized Debtor ........................................................ 33 

7. Distribution of Proceeds from the Reorganized Debtor Assets; 

Transfer of Reorganized Debtor Assets .................................................. 33 

D. Company Action ................................................................................................. 34

E. Release of Liens, Claims and Equity Interests.................................................... 35

F. Cancellation of Notes, Certificates and Instruments........................................... 35

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Appx. 0848

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Exhibit 19 Page 196 of 266

000933

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Page

- iii - 

G. Cancellation of Existing Instruments Governing Security Interests ................... 35

H. Control Provisions .............................................................................................. 35

I. Treatment of Vacant Classes .............................................................................. 36

J. Plan Documents .................................................................................................. 36

K. Highland Capital Management, L.P. Retirement Plan and Trust ....................... 36

ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED 

LEASES ......................................................................................................... 37

A. Assumption, Assignment, or Rejection of Executory Contracts and 

Unexpired Leases ................................................................................................ 37

B. Claims Based on Rejection of Executory Contracts or Unexpired 

Leases .................................................................................................................. 38

C. Cure of Defaults for Assumed or Assigned Executory Contracts and 

Unexpired Leases ................................................................................................ 38

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ............................................. 39

A. Dates of Distributions ......................................................................................... 39

B. Distribution Agent .............................................................................................. 39

C. Cash Distributions ............................................................................................... 40

D. Disputed Claims Reserve .................................................................................... 40

E. Distributions from the Disputed Claims Reserve ............................................... 40

F. Rounding of Payments ........................................................................................ 40

G. De Minimis Distribution ..................................................................................... 41

H. Distributions on Account of Allowed Claims ..................................................... 41

I. General Distribution Procedures ......................................................................... 41

J. Address for Delivery of Distributions................................................................. 41

K. Undeliverable Distributions and Unclaimed Property ........................................ 41

L. Withholding Taxes .............................................................................................. 42

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Appx. 0849

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 197 of 266

000934

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Page

- iv - 

M. Setoffs ................................................................................................................. 42

N. Surrender of Cancelled Instruments or Securities .............................................. 42

O. Lost, Stolen, Mutilated or Destroyed Securities ................................................. 43

ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, 

UNLIQUIDATED AND DISPUTED CLAIMS ............................................ 43

A. Filing of Proofs of Claim .................................................................................... 43

B. Disputed Claims .................................................................................................. 43

C. Procedures Regarding Disputed Claims or Disputed Equity Interests ............... 43

D. Allowance of Claims and Equity Interests .......................................................... 44

1. Allowance of Claims............................................................................... 44 

2. Estimation ............................................................................................... 44 

3. Disallowance of Claims .......................................................................... 44 

ARTICLE VIII. EFFECTIVENESS OF THIS PLAN ............................................................... 45

A. Conditions Precedent to the Effective Date ........................................................ 45

B. Waiver of Conditions .......................................................................................... 46

C. Dissolution of the Committee ............................................................................. 46

ARTICLE IX. EXCULPATION, INJUNCTION AND RELATED PROVISIONS ................. 47

A. General ................................................................................................................ 47

B. Discharge of Claims ............................................................................................ 47

C. Exculpation ......................................................................................................... 47

D. Releases by the Debtor........................................................................................ 48

E. Preservation of Rights of Action......................................................................... 49

1. Maintenance of Causes of Action ........................................................... 49 

2. Preservation of All Causes of Action Not Expressly Settled or 

Released .................................................................................................. 49 

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Appx. 0850

Case 3:21-cv-01710-N Document 10-19 Filed 10/05/21 Page 198 of 266 PageID 904

Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 198 of 266

000935

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Page

- v - 

F. Injunction ............................................................................................................ 50

G. Duration of Injunctions and Stays....................................................................... 51

H. Continuance of January 9 Order ......................................................................... 51

ARTICLE X. BINDING NATURE OF PLAN .......................................................................... 51

ARTICLE XI. RETENTION OF JURISDICTION .................................................................... 52

ARTICLE XII. MISCELLANEOUS PROVISIONS ................................................................. 54

A. Payment of Statutory Fees and Filing of Reports ............................................... 54

B. Modification of Plan ........................................................................................... 54

C. Revocation of Plan .............................................................................................. 54

D. Obligations Not Changed .................................................................................... 55

E. Entire Agreement ................................................................................................ 55

F. Closing of Chapter 11 Case ................................................................................ 55

G. Successors and Assigns....................................................................................... 55

H. Reservation of Rights .......................................................................................... 55

I. Further Assurances.............................................................................................. 56

J. Severability ......................................................................................................... 56

K. Service of Documents ......................................................................................... 56

L. Exemption from Certain Transfer Taxes Pursuant to Section 1146(a) of 

the Bankruptcy Code........................................................................................... 57

M. Governing Law ................................................................................................... 58

N. Tax Reporting and Compliance .......................................................................... 58

O. Exhibits and Schedules ....................................................................................... 58

P. Controlling Document ........................................................................................ 58

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Appx. 0851

Case 3:21-cv-01710-N Document 10-19 Filed 10/05/21 Page 199 of 266 PageID 905

Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 199 of 266

000936

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 86 of 242 PageID 1030
DEBTOR’S CHAPTER 11 PLAN OF REORGANIZATION 

HIGHLAND CAPITAL MANAGEMENT, L.P., as debtor and debtor-in-possession in the 

above-captioned case (the “Debtor”), proposes the following chapter 11 plan of reorganization (the 

“Plan”) for, among other things, the resolution of the outstanding Claims against, and Equity 

Interests in, the Debtor. Unless otherwise noted, capitalized terms used in this Plan have the 

meanings set forth in Article I of this Plan. The Debtor is the proponent of this Plan within the 

meaning of section 1129 of the Bankruptcy Code. 

Reference is made to the Disclosure Statement (as such term is defined herein and 

distributed contemporaneously herewith) for a discussion of the Debtor’s history, business, results 

of operations, historical financial information, projections and assets, and for a summary and 

analysis of this Plan and the treatment provided for herein. There also are other agreements and 

documents that may be Filed with the Bankruptcy Court that are referenced in this Plan or the 

Disclosure Statement as Exhibits and Plan Documents. All such Exhibits and Plan Documents are 

incorporated into and are a part of this Plan as if set forth in full herein. Subject to the other 

provisions of this Plan, and in accordance with the requirements set forth in section 1127 of the 

Bankruptcy Code and Bankruptcy Rule 3019, the Debtor reserves the right to alter, amend, modify, 

revoke, or withdraw this Plan prior to the Effective Date. 

If this Plan cannot be confirmed, for any reason, then subject to the terms set forth herein, 

this Plan may be revoked. 

ARTICLE I.

RULES OF INTERPRETATION, COMPUTATION OF TIME, 

GOVERNING LAW AND DEFINED TERMS 

A. Rules of Interpretation, Computation of Time and Governing Law 

For purposes hereof: (a) in the appropriate context, each term, whether stated in the 

singular or the plural, shall include both the singular and the plural, and pronouns stated in the 

masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; 

(b) any reference herein to a contract, lease, instrument, release, indenture or other agreement or 

document being in a particular form or on particular terms and conditions means that the referenced 

document, as previously amended, modified or supplemented, if applicable, shall be substantially 

in that form or substantially on those terms and conditions; (c) any reference herein to an existing 

document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it 

may thereafter be amended, modified or supplemented in accordance with its terms; (d) unless 

otherwise specified, all references herein to “Articles,” “Sections,” “Exhibits” and “Plan 

Documents” are references to Articles, Sections, Exhibits and Plan Documents hereof or hereto; 

(e) unless otherwise stated, the words “herein,” “hereof,” “hereunder” and “hereto” refer to this 

Plan in its entirety rather than to a particular portion of this Plan; (f) captions and headings to 

Articles and Sections are inserted for convenience of reference only and are not intended to be a 

part of or to affect the interpretation hereof; (g) any reference to an Entity as a Holder of a Claim 

or Equity Interest includes such Entity’s successors and assigns; (h) the rules of construction set 

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2 

forth in section 102 of the Bankruptcy Code shall apply; (i) any term used in capitalized form 

herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy 

Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy 

Rules, as the case may be; and (j) “$” or “dollars” means Dollars in lawful currency of the United 

States of America. The provisions of Bankruptcy Rule 9006(a) shall apply in computing any 

period of time prescribed or allowed herein. 

B. Defined Terms 

Unless the context otherwise requires, the following terms shall have the following 

meanings when used in capitalized form herein: 

1. “Acis” means collectively Acis Capital Management, L.P. and Acis Capital 

Management GP, LLP. 

2. “Administrative Expense Claim” means any Claim for costs and expenses 

of administration of the Chapter 11 Case that is Allowed pursuant to sections 503(b), 507(a)(2), 

507(b) or 1114(2) of the Bankruptcy Code, including, without limitation, (a) the actual and 

necessary costs and expenses incurred after the Petition Date and through the Effective Date of 

preserving the Estate and operating the business of the Debtor; and (b) all fees and charges assessed 

against the Estate pursuant to sections 1911 through 1930 of chapter 123 of title 28 of the United 

States Code, and that have not already been paid by the Debtor during the Chapter 11 Case and a 

Professional Fee Claim. 

3. “Administrative Expense Claims Bar Date” means, with respect to any 

Administrative Expense Claim (other than a Professional Fee Claim) becoming due on or prior to 

the Effective Date, 5:00 p.m. (prevailing Central Time) on such date that is forty-five days after 

the Effective Date. 

4. “Administrative Expense Claims Objection Deadline” means, with respect 

to any Administrative Expense Claim, the later of (a) ninety (90) days after the Effective Date and 

(b) sixty (60) days after the timely Filing of the applicable request for payment of such 

Administrative Expense Claim; provided, however, that the Administrative Expense Claims 

Objection Deadline may be extended by the Bankruptcy Court upon a motion by the Claimant 

Trustee. 

5. “Affiliate” of any Person means any Entity that, with respect to such Person, 

either (i) is an “affiliate” as defined in section 101(2) of the Bankruptcy Code, or (ii) is an 

“affiliate” as defined in Rule 405 of the Securities Act of 1933, or (iii) directly or indirectly, 

through one or more intermediaries, controls, is controlled by, or is under common control with, 

such Person. For the purposes of this definition, the term “control” (including, without limitation, 

the terms “controlled by” and “under common control with”) means the possession, directly or 

indirectly, of the power to direct or cause the direction in any respect of the management or policies 

of a Person, whether through the ownership of voting securities, by contract, or otherwise. 

6. “Allowed” means, with respect to any Claim, except as otherwise provided 

in the Plan: (a) any Claim that is evidenced by a Proof of Claim that has been timely Filed by the 

Bar Date, or that is not required to be evidenced by a Filed Proof of Claim under the Bankruptcy 

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Code or a Final Order; (b) a Claim that is listed in the Schedules as not contingent, not unliquidated, 

and not disputed and for which no Proof of Claim has been timely filed; (c) a Claim Allowed 

pursuant to the Plan or an order of the Bankruptcy Court that is not stayed pending appeal; or (d) 

a Claim that is not Disputed (including for which a Proof of Claim has been timely filed in a 

liquidated and noncontingent amount that has not been objected to by the Claims Objection 

Deadline or as to which any such objection has been overruled by Final Order); provided, however,

that with respect to a Claim described in clauses (a) and (b) above, such Claim shall be considered 

Allowed only if and to the extent that, with respect to such Claim, no objection to the allowance 

thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy 

Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and 

the Claim shall have been Allowed as set forth above. 

7. “Allowed Claim or Equity Interest” means a Claim or an Equity Interest of 

the type that has been Allowed. 

8. “Assets” means all of the rights, titles, and interest of the Debtor, 

Reorganized Debtor, or Claimant Trust, in and to property of whatever type or nature, including, 

without limitation, real, personal, mixed, intellectual, tangible, and intangible property, the 

Debtor’s books and records, and the Causes of Action. 

9. “Available Cash” means any Cash in excess of the amount needed for the 

Claimant Trust and Reorganized Debtor to maintain business operations as determined in the sole 

discretion of the Claimant Trustee. 

10. “Avoidance Actions” means any and all avoidance, recovery, subordination 

or other actions or remedies that may be brought by and on behalf of the Debtor or its Estate under 

the Bankruptcy Code or applicable nonbankruptcy law, including, without limitation, actions or 

remedies arising under sections 502, 510, 544, 545, and 547-553 of the Bankruptcy Code or under 

similar state or federal statutes and common law, including fraudulent transfer laws 

11. “Ballot” means the form(s) distributed to holders of Impaired Claims or 

Equity Interests entitled to vote on the Plan on which to indicate their acceptance or rejection of 

the Plan. 

12. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. 

§§ 101-1532, as amended from time to time and as applicable to the Chapter 11 Case. 

13. “Bankruptcy Court” means the United States Bankruptcy Court for the 

Northern District of Texas, Dallas Division, or any other court having jurisdiction over the 

Chapter 11 Case. 

14. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and 

the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for 

the Northern District of Texas, Dallas Division, in each case as amended from time to time and as 

applicable to the Chapter 11 Case. 

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15. “Bar Date” means the applicable deadlines set by the Bankruptcy Court for 

the filing of Proofs of Claim against the Debtor as set forth in the Bar Date Order, which deadlines 

may be or have been extended for certain Claimants by order of the Bankruptcy Court. 

16. “Bar Date Order” means the Order (I) Establishing Bar Dates for Filing 

Proofs of Claim and (II) Approving the Form and Manner of Notice Thereof [D.I. 488]. 

17. “Business Day” means any day, other than a Saturday, Sunday or “legal 

holiday” (as defined in Bankruptcy Rule 9006(a)). 

18. “Cash” means the legal tender of the United States of America or the 

equivalent thereof. 

19. “Causes of Action” means any action, claim, cross-claim, third-party claim, 

cause of action, controversy, demand, right, Lien, indemnity, contribution, guaranty, suit, 

obligation, liability, debt, damage, judgment, account, defense, remedy, offset, power, privilege, 

license and franchise of any kind or character whatsoever, in each case whether known, unknown, 

contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or 

unliquidated, disputed or undisputed, foreseen or unforeseen, direct or indirect, choate or inchoate, 

secured or unsecured, assertable directly or derivatively (including, without limitation, under alter 

ego theories), whether arising before, on, or after the Petition Date, in contract or in tort, in law or 

in equity or pursuant to any other theory of law. For the avoidance of doubt, Cause of Action 

includes, without limitation,: (a) any right of setoff, counterclaim or recoupment and any claim for 

breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to 

Claims or Equity Interests; (c) any claim pursuant to section 362 or chapter 5 of the Bankruptcy 

Code; (d) any claim or defense including fraud, mistake, duress and usury, and any other defenses 

set forth in section 558 of the Bankruptcy Code; (e) any claims under any state or foreign law, 

including, without limitation, any fraudulent transfer or similar claims; (f) the Avoidance Actions, 

and (g) the Estate Claims. The Causes of Action include, without limitation, the Causes of Action 

belonging to the Debtor’s Estate listed on the schedule of Causes of Action to be filed with the 

Plan Supplement. 

20. “CEO/CRO” means James P. Seery, Jr., the Debtor’s chief executive officer 

and chief restructuring officer. 

21. “Chapter 11 Case” means the Debtor’s case under chapter 11 of the 

Bankruptcy Code commenced on the Petition Date in the Delaware Bankruptcy Court and 

transferred to the Bankruptcy Court on December 4, 2019, and styled In re Highland Capital 

Management, L.P., Case No. 19-34054-sgj-11. 

22. “Claim” means any “claim” against the Debtor as defined in section 101(5) 

of the Bankruptcy Code. 

23. “Claims Objection Deadline” means the date that is 180 days after the 

Confirmation Date; provided, however, the Claims Objection Deadline may be extended by the 

Bankruptcy Court upon a motion by the Claimant Trustee. 

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24. “Claimant Trust” means the trust established for the benefit of the Claimant 

Trust Beneficiaries on the Effective Date in accordance with the terms of this Plan and the 

Claimant Trust Agreement. 

25. “Claimant Trust Agreement” means the agreement Filed in the Plan 

Supplement establishing and delineating the terms and conditions of the Claimant Trust. 

26. “Claimant Trust Assets” means (i) other than the Reorganized Debtor 

Assets (which are expressly excluded from this definition), all other Assets of the Estate, including, 

but not limited to, all Causes of Action, Available Cash, any proceeds realized or received from 

such Assets, all rights of setoff, recoupment, and other defenses with respect, relating to, or arising 

from such Assets, (ii) any Assets transferred by the Reorganized Debtor to the Claimant Trust on 

or after the Effective Date, (iii) the limited partnership interests in the Reorganized Debtor, and 

(iv) the ownership interests in New GP LLC. For the avoidance of doubt, any Causes of Action 

that, for any reason, are not capable of being transferred to the Claimant Trust shall constitute 

Reorganized Debtor Assets. 

27. “Claimant Trust Beneficiaries” means the Holders of Allowed General 

Unsecured Claims, Holders of Allowed Subordinated Claims, including, upon Allowance, 

Disputed General Unsecured Claims and Disputed Subordinated Claims that become Allowed 

following the Effective Date, and, only upon certification by the Claimant Trustee that the Holders 

of such Claims have been paid indefeasibly in full plus, to the extent all Allowed unsecured Claims, 

excluding Subordinated Claims, have been paid in full, post-petition interest from the Petition Date 

at the Federal Judgment Rate in accordance with the terms and conditions set forth in the Claimant 

Trust Agreement and all Disputed Claims in Class 8 and Class 9 have been resolved, Holders of 

Allowed Class B/C Limited Partnership Interests, and Holders of Allowed Class A Limited 

Partnership Interests. 

28. “Claimant Trustee” means James P. Seery, Jr., the Debtor’s chief executive 

officer and chief restructuring officer, or such other Person identified in the Plan Supplement who 

will act as the trustee of the Claimant Trust in accordance with the Plan, the Confirmation Order, 

and Claimant Trust Agreement or any replacement trustee pursuant to (and in accordance with) 

the Claimant Trust Agreement. The Claimant Trustee shall be responsible for, among other things, 

monetizing the Estate’s investment assets, resolving Claims (other than those Claims assigned to 

the Litigation Sub-Trust for resolution), and, as the sole officer of New GP LLC, winding down 

the Reorganized Debtor’s business operations. 

29. “Claimant Trust Expenses” means all reasonable legal and other reasonable 

professional fees, costs, and expenses incurred by the Trustees on account of administration of the 

Claimant Trust, including any reasonable administrative fees and expenses, reasonable attorneys’ 

fees and expenses, reasonable insurance costs, taxes, reasonable escrow expenses, and other 

expenses. 

30. “Claimant Trust Interests” means the non-transferable interests in the 

Claimant Trust that are issued to the Claimant Trust Beneficiaries pursuant to this Plan; provided, 

however, Holders of Class A Limited Partnership Interests, Class B Limited Partnership Interests, 

and Class C Limited Partnership Interests will not be deemed to hold Claimant Trust Interests 

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unless and until the Contingent Claimant Trust Interests distributed to such Holders vest in 

accordance with the terms of this Plan and the Claimant Trust Agreement. 

31. “Claimant Trust Oversight Committee” means the committee of five 

Persons established pursuant to ARTICLE IV of this Plan to oversee the Claimant Trustee’s 

performance of its duties and otherwise serve the functions described in this Plan and the Claimant 

Trust Agreement. 

32. “Class” means a category of Holders of Claims or Equity Interests as set 

forth in ARTICLE III hereof pursuant to section 1122(a) of the Bankruptcy Code. 

33. “Class A Limited Partnership Interest” means the Class A Limited 

Partnership Interests as defined in the Limited Partnership Agreement held by The Dugaboy 

Investment Trust, Mark and Pamela Okada Family Trust – Exempt Trust 2, Mark and Pamela 

Okada – Exempt Descendants’ Trust, and Mark Kiyoshi Okada, and the General Partner Interest. 

34. “Class B Limited Partnership Interest” means the Class B Limited 

Partnership Interests as defined in the Limited Partnership Agreement held by Hunter Mountain 

Investment Trust. 

35. “Class B/C Limited Partnership Interests” means, collectively, the Class B 

Limited Partnership and Class C Limited Partnership Interests. 

36. “Class C Limited Partnership Interest” means the Class C Limited 

Partnership Interests as defined in the Limited Partnership Agreement held by Hunter Mountain 

Investment Trust. 

37. “Committee” means the Official Committee of Unsecured Creditors 

appointed by the U.S. Trustee pursuant to 11 U.S.C. § 1102(a)(1) on October 29, 2019 [D.I. 65], 

consisting of (i) the Redeemer Committee of Highland Crusader Fund, (ii) Meta-e Discovery, 

(iii) UBS, and (iv) Acis. 

38. “Confirmation Date” means the date on which the clerk of the Bankruptcy 

Court enters the Confirmation Order on the docket of the Bankruptcy Court. 

39. “Confirmation Hearing” means the hearing held by the Bankruptcy Court 

pursuant to section 1128 of the Bankruptcy Code to consider confirmation of this Plan, as such 

hearing may be adjourned or continued from time to time. 

40. “Confirmation Order” means the order of the Bankruptcy Court confirming 

this Plan pursuant to section 1129 of the Bankruptcy Code. 

41. “Convenience Claim” means any prepetition, liquidated, and unsecured 

Claim against the Debtor that as of the Confirmation Date is less than or equal to $1,000,000 or 

any General Unsecured Claim that makes the Convenience Class Election. For the avoidance of 

doubt, the Reduced Employee Claims will be Convenience Claims. 

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42. “Convenience Claim Pool” means the $13,150,000 in Cash that shall be 

available upon the Effective Date for distribution to Holders of Convenience Claims under the 

Plan as set forth herein. Any Cash remaining in the Convenience Claim Pool after all distributions 

on account of Convenience Claims have been made will be transferred to the Claimant Trust and 

administered as a Claimant Trust Asset. 

43. “Convenience Class Election” means the option provided to each Holder of 

a General Unsecured Claim that is a liquidated Claim as of the Confirmation Date on their Ballot 

to elect to reduce their claim to $1,000,000 and receive the treatment provided to Convenience 

Claims. 

44. “Contingent Claimant Trust Interests” means the contingent Claimant Trust 

Interests to be distributed to Holders of Class A Limited Partnership Interests, Holders of Class B 

Limited Partnership Interests, and Holders of Class C Limited Partnership Interests in accordance 

with this Plan, the rights of which shall not vest, and consequently convert to Claimant Trust 

Interests, unless and until the Claimant Trustee Files a certification that all holders of Allowed 

General Unsecured Claims have been paid indefeasibly in full, plus, to the extent all Allowed 

unsecured Claims, excluding Subordinated Claims, have been paid in full, all accrued and unpaid 

post-petition interest from the Petition Date at the Federal Judgment Rate and all Disputed Claims 

in Class 8 and Class 9 have been resolved. As set forth in the Claimant Trust Agreement, the 

Contingent Claimant Trust Interests distributed to the Holders of Class A Limited Partnership 

Interests will be subordinated to the Contingent Claimant Trust Interests distributed to the Holders 

of Class B/C Limited Partnership Interests. 

45. “Debtor” means Highland Capital Management, L.P. in its capacity as 

debtor and debtor in possession in the Chapter 11 Case. 

46. “Delaware Bankruptcy Court” means the United States Bankruptcy Court 

for the District of Delaware. 

47. “Disclosure Statement” means that certain Disclosure Statement for 

Debtor’s Fifth Amended Chapter 11 Plan of Reorganization, as amended, supplemented, or 

modified from time to time, which describes this Plan, including all exhibits and schedules thereto 

and references therein that relate to this Plan. 

48. “Disputed” means with respect to any Claim or Equity Interest, any Claim 

or Equity Interest that is not yet Allowed. 

49. “Disputed Claims Reserve” means the appropriate reserve(s) or account(s) 

to be established on the Initial Distribution Date and maintained by the Claimant Trustee for 

distributions on account of Disputed Claims that may subsequently become an Allowed Claim. 

50. “Disputed Claims Reserve Amount” means, for purposes of determining the 

Disputed Claims Reserve, the Cash that would have otherwise been distributed to a Holder of a 

Disputed Claim at the time any distributions of Cash are made to the Holders of Allowed Claims. 

The amount of the Disputed Claim upon which the Disputed Claims Reserve is calculated shall 

be: (a) the amount set forth on either the Schedules or the filed Proof of Claim, as applicable; (b) 

the amount agreed to by the Holder of the Disputed Claim and the Claimant Trustee or Reorganized 

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Debtor, as applicable; (c) the amount ordered by the Bankruptcy Court if it enters an order 

disallowing, in whole or in part, a Disputed Claim; or (d) as otherwise ordered by the Bankruptcy 

Court, including an order estimating the Disputed Claim. 

51. “Distribution Agent” means the Claimant Trustee, or any party designated 

by the Claimant Trustee to serve as distribution agent under this Plan. 

52. “Distribution Date” means the date or dates determined by the Reorganized 

Debtor or the Claimant Trustee, as applicable, on or after the Initial Distribution Date upon which 

the Distribution Agent shall make distributions to holders of Allowed Claims and Interests entitled 

to receive distributions under the Plan. 

53. “Distribution Record Date” means the date for determining which Holders 

of Claims and Equity Interests are eligible to receive distributions hereunder, which date shall be 

the Effective Date or such later date determined by the Bankruptcy Court. 

54. “Effective Date” means the Business Day that this Plan becomes effective 

as provided in ARTICLE VIII hereof. 

55. “Employees” means the employees of the Debtor set forth in the Plan 

Supplement. 

56. “Enjoined Parties” means (i) all Entities who have held, hold, or may hold 

Claims against or Equity Interests in the Debtor (whether or not proof of such Claims or Equity 

Interests has been filed and whether or not such Entities vote in favor of, against or abstain from 

voting on the Plan or are presumed to have accepted or deemed to have rejected the Plan), (ii) 

James Dondero (“Dondero”), (iii) any Entity that has appeared and/or filed any motion, objection, 

or other pleading in this Chapter 11 Case regardless of the capacity in which such Entity appeared 

and any other party in interest, (iv) any Related Entity, and (v) the Related Persons of each of the 

foregoing. 

57. “Entity” means any “entity” as defined in section 101(15) of the Bankruptcy 

Code and also includes any Person or any other entity. 

58. “Equity Interest” means any Equity Security in the Debtor, including, 

without limitation, all issued, unissued, authorized or outstanding partnership interests, shares, of 

stock or limited company interests, the Class A Limited Partnership Interests, the Class B Limited 

Partnership Interests, and the Class C Limited Partnership Interests. 

59. “Equity Security” means an “equity security” as defined in section 101(16) 

of the Bankruptcy Code. 

60. “Estate” means the bankruptcy estate of the Debtor created by virtue of 

section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Case. 

61. “Estate Claims” has the meaning given to it in Exhibit A to the Notice of 

Final Term Sheet [D.I. 354]. 

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62. “Exculpated Parties” means, collectively, (i) the Debtor and its successors 

and assigns, (ii) the Employees, (iii) Strand, (iv) the Independent Directors, (v) the Committee, 

(vi) the members of the Committee (in their official capacities), (vii) the Professionals retained by 

the Debtor and the Committee in the Chapter 11 Case, (viii) the CEO/CRO; and (ix) the Related 

Persons of each of the parties listed in (iv) through (viii); provided, however, that, for the avoidance 

of doubt, none of James Dondero, Mark Okada, NexPoint Advisors, L.P. (and any of its 

subsidiaries and managed entities), the Charitable Donor Advised Fund, L.P. (and any of its 

subsidiaries, including CLO Holdco, Ltd., and managed entities), Highland CLO Funding, Ltd. 

(and any of its subsidiaries, members, and managed entities), Highland Capital Management Fund 

Advisors, L.P. (and any of its subsidiaries and managed entities), NexBank, SSB (and any of its 

subsidiaries), the Hunter Mountain Investment Trust (or any trustee acting for the trust), the 

Dugaboy Investment Trust (or any trustee acting for the trust), or Grant Scott is included in the 

term “Exculpated Party.” 

63. “Executory Contract” means a contract to which the Debtor is a party that 

is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code. 

64. “Exhibit” means an exhibit annexed hereto or to the Disclosure Statement 

(as such exhibits are amended, modified or otherwise supplemented from time to time), which are 

incorporated by reference herein. 

65. “Federal Judgment Rate” means the post-judgment interest rate set forth in 

28 U.S.C. § 1961 as of the Effective Date. 

66. “File” or “Filed” or “Filing” means file, filed or filing with the Bankruptcy 

Court or its authorized designee in the Chapter 11 Case. 

67. “Final Order” means an order or judgment of the Bankruptcy Court, which 

is in full force and effect, and as to which the time to appeal, petition for certiorari, or move for a 

new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari, 

or other proceedings for a new trial, reargument or rehearing shall then be pending or as to which 

any right to appeal, petition for certiorari, new trial, reargument, or rehearing shall have been 

waived in writing in form and substance satisfactory to the Debtor, the Reorganized Debtor, or the 

Claimant Trustee, as applicable, or, in the event that an appeal, writ of certiorari, new trial, 

reargument, or rehearing thereof has been sought, such order of the Bankruptcy Court shall have 

been determined by the highest court to which such order was appealed, or certiorari, new trial, 

reargument or rehearing shall have been denied and the time to take any further appeal, petition 

for certiorari, or move for a new trial, reargument or rehearing shall have expired; provided, 

however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, 

or any analogous rule under the Bankruptcy Rules, may be Filed with respect to such order shall 

not preclude such order from being a Final Order. 

68. “Frontier Secured Claim” means the loan from Frontier State Bank to the 

Debtor in the principal amount of $7,879,688.00 made pursuant to that certain First Amended and 

Restated Loan Agreement, dated March 29, 2018. 

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69. “General Partner Interest” means the Class A Limited Partnership Interest 

held by Strand, as the Debtor’s general partner. 

70. “General Unsecured Claim” means any prepetition Claim against the 

Debtor that is not Secured and is not a/an: (a) Administrative Expense Claim; (b) Professional Fee 

Claim; (c) Priority Tax Claim; (d) Priority Non-Tax Claim; or (e) Convenience Claim. 

71. “Governmental Unit” means a “governmental unit” as defined in 

section 101(27) of the Bankruptcy Code. 

72. “GUC Election” means the option provided to each Holder of a 

Convenience Claim on their Ballot to elect to receive the treatment provided to General Unsecured 

Claims. 

73. “Holder” means an Entity holding a Claim against, or Equity Interest in, the 

Debtor. 

74. “Impaired” means, when used in reference to a Claim or Equity Interest, a 

Claim or Equity Interest that is impaired within the meaning of section 1124 of the Bankruptcy 

Code. 

75. “Independent Directors” means John S. Dubel, James P. Seery, Jr., and 

Russell Nelms, the independent directors of Strand appointed on January 9, 2020, and any 

additional or replacement directors of Strand appointed after January 9, 2020, but prior to the 

Effective Date. 

76. “Initial Distribution Date” means, subject to the “Treatment” sections in 

ARTICLE III hereof, the date that is on or as soon as reasonably practicable after the Effective 

Date, when distributions under this Plan shall commence to Holders of Allowed Claims and Equity 

Interests. 

77. “Insurance Policies” means all insurance policies maintained by the Debtor 

as of the Petition Date. 

78. “Jefferies Secured Claim” means any Claim in favor of Jefferies, LLC, 

arising under that certain Prime Brokerage Customer Agreement, dated May 24, 2013, between 

the Debtor and Jefferies, LLC, that is secured by the assets, if any, maintained in the prime 

brokerage account created by such Prime Brokerage Customer Agreement. 

79. “Lien” means a “lien” as defined in section 101(37) of the Bankruptcy Code 

and, with respect to any asset, includes, without limitation, any mortgage, lien, pledge, charge, 

security interest or other encumbrance of any kind, or any other type of preferential arrangement 

that has the practical effect of creating a security interest, in respect of such asset. 

80. “Limited Partnership Agreement” means that certain Fourth Amended and 

Restated Agreement of Limited Partnership of Highland Capital Management, L.P., dated 

December 24, 2015, as amended. 

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81. “Litigation Sub-Trust” means the sub-trust established within the Claimant 

Trust or as a wholly –owned subsidiary of the Claimant Trust on the Effective Date in each case 

in accordance with the terms and conditions set forth in the Litigation Sub-Trust Agreement and 

Claimant Trust Agreement. As set forth in the Litigation Sub-Trust Agreement, the Litigation 

Sub-Trust shall hold the Claimant Trust Assets that are Estate Claims. 

82. “Litigation Sub-Trust Agreement” means the agreement filed in the Plan 

Supplement establishing and delineating the terms and conditions of the Litigation Sub-Trust. 

83. “Litigation Trustee” means the trustee appointed by the Committee and 

reasonably acceptable to the Debtor who shall be responsible for investigating, litigating, and 

settling the Estate Claims for the benefit of the Claimant Trust in accordance with the terms and 

conditions set forth in the Litigation Sub-Trust Agreement. 

84. “Managed Funds” means Highland Multi-Strategy Credit Fund, L.P., 

Highland Restoration Capital Partners, L.P., and any other investment vehicle managed by the 

Debtor pursuant to an Executory Contract assumed pursuant to this Plan. 

85. “New Frontier Note” means that promissory note to be provided to the 

Allowed Holders of Class 2 Claims under this Plan and any other documents or security 

agreements securing the obligations thereunder. 

86. “New GP LLC” means a limited liability company incorporated in the State 

of Delaware pursuant to the New GP LLC Documents to serve as the general partner of the 

Reorganized Debtor on the Effective Date. 

87. “New GP LLC Documents” means the charter, operating agreement, and 

other formational documents of New GP LLC. 

88. “Ordinary Course Professionals Order” means that certain Order Pursuant 

to Sections 105(a), 327, 328, and 330 of the Bankruptcy Code Authorizing the Debtor to Retain, 

Employ, and Compensate Certain Professionals Utilized by the Debtor in the Ordinary Course 

[D.I. 176]. 

89. “Other Unsecured Claim” means any Secured Claim other than the 

Jefferies Secured Claim and the Frontier Secured Claim. 

90. “Person” means a “person” as defined in section 101(41) of the Bankruptcy 

Code and also includes any natural person, individual, corporation, company, general or limited 

partnership, limited liability company, unincorporated organization firm, trust, estate, business 

trust, association, joint stock company, joint venture, government, governmental agency, 

Governmental Unit or any subdivision thereof, the United States Trustee, or any other entity, 

whether acting in an individual, fiduciary or other capacity. 

91. “Petition Date” means October 16, 2019. 

92. “Plan” means this Debtor’s Fifth Amended Chapter 11 Plan of 

Reorganization, including the Exhibits and the Plan Documents and all supplements, appendices, 

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and schedules thereto, either in its present form or as the same may be altered, amended, modified 

or otherwise supplemented from time to time. 

93. “Plan Distribution” means the payment or distribution of consideration to 

Holders of Allowed Claims and Allowed Equity Interests under this Plan. 

94. “Plan Documents” means any of the documents, other than this Plan, but 

including, without limitation, the documents to be filed with the Plan Supplement, to be executed, 

delivered, assumed, or performed in connection with the occurrence of the Effective Date, and as 

may be modified consistent with the terms hereof with the consent of the Committee. 

95. “Plan Supplement” means the ancillary documents necessary for the 

implementation and effectuation of the Plan, including, without limitation, (i) the form of Claimant 

Trust Agreement, (ii) the forms of New GP LLC Documents, (iii) the form of Reorganized Limited 

Partnership Agreement, (iv) the Sub-Servicer Agreement (if applicable), (v) the identity of the 

initial members of the Claimant Trust Oversight Committee, (vi) the form of Litigation Sub-Trust 

Agreement; (vii) the schedule of retained Causes of Action; (viii) the New Frontier Note, (ix) the 

schedule of Employees; (x) the form of Senior Employee Stipulation,; and (xi) the schedule of 

Executory Contracts and Unexpired Leases to be assumed pursuant to this Plan, which, in each 

case, will be in form and substance reasonably acceptable to the Debtor and the Committee. 

96. “Priority Non-Tax Claim” means a Claim entitled to priority pursuant to 

section 507(a) of the Bankruptcy Code, including any Claims for paid time-off entitled to priority 

under section 507(a)(4) of the Bankruptcy Code, other than a Priority Tax Claim or an 

Administrative Claim. 

97. “Pro Rata” means the proportion that (a) the Allowed amount of a Claim or 

Equity Interest in a particular Class bears to (b) the aggregate Allowed amount of all Claims or 

Equity Interests in such Class. 

98. “Professional” means (a) any Entity employed in the Chapter 11 Case 

pursuant to section 327, 328 363 or 1103 of the Bankruptcy Code or otherwise and (b) any Entity 

seeking compensation or reimbursement of expenses in connection with the Chapter 11 Case 

pursuant to sections 327, 328, 330, 331, 363, 503(b), 503(b)(4) and 1103 of the Bankruptcy Code. 

99. “Professional Fee Claim” means a Claim under sections 328, 330(a), 331, 

363, 503 or 1103 of the Bankruptcy Code, with respect to a particular Professional, for 

compensation for services rendered or reimbursement of costs, expenses or other charges incurred 

after the Petition Date and prior to and including the Effective Date. 

100. “Professional Fee Claims Bar Date” means with respect to Professional Fee 

Claims, the Business Day which is sixty (60) days after the Effective Date or such other date as 

approved by order of the Bankruptcy Court. 

101. “Professional Fee Claims Objection Deadline” means, with respect to any 

Professional Fee Claim, thirty (30) days after the timely Filing of the applicable request for 

payment of such Professional Fee Claim. 

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102. “Professional Fee Reserve” means the reserve established and funded by 

the Claimant Trustee pursuant this Plan to provide sufficient funds to satisfy in full unpaid Allowed 

Professional Fee Claims. 

103. “Proof of Claim” means a written proof of Claim or Equity Interest Filed 

against the Debtor in the Chapter 11 Case. 

104. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind 

specified in section 507(a)(8) of the Bankruptcy Code. 

105. “Protected Parties” means, collectively, (i) the Debtor and its successors 

and assigns, direct and indirect majority-owned subsidiaries, and the Managed Funds, (ii) the 

Employees, (iii) Strand, (iv) the Reorganized Debtor, (v) the Independent Directors, (vi) the 

Committee, (vii) the members of the Committee (in their official capacities), (viii) the Claimant 

Trust, (ix) the Claimant Trustee, (x) the Litigation Sub-Trust, (xi) the Litigation Trustee, (xii) the 

members of the Claimant Trust Oversight Committee (in their official capacities), (xiii) New GP 

LLC, (xiv) the Professionals retained by the Debtor and the Committee in the Chapter 11 Case, 

(xv) the CEO/CRO; and (xvi) the Related Persons of each of the parties listed in (iv) through (xv); 

provided, however, that, for the avoidance of doubt, none of James Dondero, Mark Okada, 

NexPoint Advisors, L.P. (and any of its subsidiaries and managed entities), the Charitable Donor 

Advised Fund, L.P. (and any of its subsidiaries, including CLO Holdco, Ltd., and managed 

entities), Highland CLO Funding, Ltd. (and any of its subsidiaries, members, and managed 

entities), NexBank, SSB (and any of its subsidiaries), Highland Capital Management Fund 

Advisors, L.P. (and any of its subsidiaries and managed entities), the Hunter Mountain Investment 

Trust (or any trustee acting for the trust), the Dugaboy Investment Trust (or any trustee acting for 

the trust), or Grant Scott is included in the term “Protected Party.” 

106. “PTO Claims” means any Claim for paid time off in favor of any Debtor 

employee in excess of the amount that would qualify as a Priority Non-Tax Claim under section 

507(a)(4) of the Bankruptcy Code. 

107. “Reduced Employee Claims” has the meaning set forth in ARTICLE IX.D. 

108. “Reinstated” means, with respect to any Claim or Equity Interest, (a) 

leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the Holder 

of such Claim or Equity Interest in accordance with section 1124 of the Bankruptcy Code or (b) 

notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim 

or Equity Interest to demand or receive accelerated payment of such Claim or Equity Interest after 

the occurrence of a default: (i) curing any such default that occurred before or after the Petition 

Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code or of a 

kind that section 365(b)(2) of the Bankruptcy Code expressly does not require to be cured; (ii) 

reinstating the maturity of such Claim or Equity Interest as such maturity existed before such 

default; (iii) compensating the Holder of such Claim or Equity Interest for any damages incurred 

as a result of any reasonable reliance by such Holder on such contractual provision or such 

applicable law; (iv) if such Claim or Equity Interest arises from any failure to perform a 

nonmonetary obligation, other than a default arising from failure to operate a non-residential real 

property lease subject to section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder 

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of such Claim or Equity Interest (other than any Debtor or an insider of any Debtor) for any actual 

pecuniary loss incurred by such Holder as a result of such failure; and (v) not otherwise altering 

the legal, equitable, or contractual rights to which such Claim entitles the Holder of such Claim. 

109. “Rejection Claim” means any Claim for monetary damages as a result of 

the rejection of an executory contract or unexpired lease pursuant to the Confirmation Order. 

110. “Related Entity” means, without duplication, (a) Dondero, (b) Mark Okada 

(“Okada”), (c) Grant Scott (“Scott”), (d) Hunter Covitz (“Covitz”), (e) any entity or person that 

was an insider of the Debtor on or before the Petition Date under Section 101(31) of the 

Bankruptcy Code, including, without limitation, any entity or person that was a non-statutory 

insider, (f) any entity that, after the Effective Date, is an insider or Affiliate of one or more of 

Dondero, Okada, Scott, Covitz, or any of their respective insiders or Affiliates, including, without 

limitation, The Dugaboy Investment Trust, (g) the Hunter Mountain Investment Trust and any of 

its direct or indirect parents, (h) the Charitable Donor Advised Fund, L.P., and any of its direct or 

indirect subsidiaries, and (i) Affiliates of the Debtor and any other Entities listed on the Related 

Entity List. 

111. “Related Entity List” means that list of Entities filed with the Plan 

Supplement. 

112. “Related Persons” means, with respect to any Person, such Person’s 

predecessors, successors, assigns (whether by operation of law or otherwise), and each of their 

respective present, future, or former officers, directors, employees, managers, managing members, 

members, financial advisors, attorneys, accountants, investment bankers, consultants, 

professionals, advisors, shareholders, principals, partners, subsidiaries, divisions, management 

companies, heirs, agents, and other representatives, in each case solely in their capacity as such. 

113. “Released Parties” means, collectively, (i) the Independent Directors; (ii) 

Strand (solely from the date of the appointment of the Independent Directors through the Effective 

Date); (iii) the CEO/CRO; (iv) the Committee; (v) the members of the Committee (in their official 

capacities), (vi) the Professionals retained by the Debtor and the Committee in the Chapter 11 

Case; and (vii) the Employees. 

114. “Reorganized Debtor” means the Debtor, as reorganized pursuant to this 

Plan on and after the Effective Date. 

115. “Reorganized Debtor Assets” means any limited and general partnership 

interests held by the Debtor, the management of the Managed Funds and those Causes of Action 

(including, without limitation, claims for breach of fiduciary duty), that, for any reason, are not 

capable of being transferred to the Claimant Trust. For the avoidance of doubt, “Reorganized 

Debtor Assets” includes any partnership interests or shares of Managed Funds held by the Debtor 

but does not include the underlying portfolio assets held by the Managed Funds. 

116. “Reorganized Limited Partnership Agreement” means that certain Fifth 

Amended and Restated Agreement of Limited Partnership of Highland Capital Management, L.P., 

by and among the Claimant Trust, as limited partner, and New GP LLC, as general partner, Filed 

with the Plan Supplement. 

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117. “Restructuring” means the restructuring of the Debtor, the principal terms 

of which are set forth in this Plan and the Disclosure Statement. 

118. “Retained Employee Claim” means any Claim filed by a current employee 

of the Debtor who will be employed by the Reorganized Debtor upon the Effective Date. 

119. “Schedules” means the schedules of Assets and liabilities, statements of 

financial affairs, lists of Holders of Claims and Equity Interests and all amendments or 

supplements thereto Filed by the Debtor with the Bankruptcy Court [D.I. 247]. 

120. “Secured” means, when referring to a Claim: (a) secured by a Lien on 

property in which the Debtor’s Estate has an interest, which Lien is valid, perfected, and 

enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject 

to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s 

interest in the interest of the Debtor’s Estate in such property or to the extent of the amount subject 

to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or (b) 

Allowed pursuant to the Plan as a Secured Claim. 

121. “Security” or “security” means any security as such term is defined in 

section 101(49) of the Bankruptcy Code. 

122. “Senior Employees” means the senior employees of the Debtor Filed in the 

Plan Supplement. 

123. “Senior Employee Stipulation” means the agreements filed in the Plan 

Supplement between each Senior Employee and the Debtor. 

124. “Stamp or Similar Tax” means any stamp tax, recording tax, personal 

property tax, conveyance fee, intangibles or similar tax, real estate transfer tax, sales tax, use tax, 

transaction privilege tax (including, without limitation, such taxes on prime contracting and ownerbuilder sales), privilege taxes (including, without limitation, privilege taxes on construction 

contracting with regard to speculative builders and owner builders), and other similar taxes 

imposed or assessed by any Governmental Unit. 

125. “Statutory Fees” means fees payable pursuant to 28 U.S.C. § 1930. 

126. “Strand” means Strand Advisors, Inc., the Debtor’s general partner. 

127. “Sub-Servicer” means a third-party selected by the Claimant Trustee to 

service or sub-service the Reorganized Debtor Assets. 

128. “Sub-Servicer Agreement” means the agreement that may be entered into 

providing for the servicing of the Reorganized Debtor Assets by the Sub-Servicer. 

129. “Subordinated Claim” means any Claim that is subordinated to the 

Convenience Claims and General Unsecured Claims pursuant to an order entered by the 

Bankruptcy Court (including any other court having jurisdiction over the Chapter 11 Case) after 

notice and a hearing. 

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130. “Subordinated Claimant Trust Interests” means the Claimant Trust Interests 

to be distributed to Holders of Allowed Subordinated Claims under the Plan, which such interests 

shall be subordinated in right and priority to the Claimant Trust Interests distributed to Holders of 

Allowed General Unsecured Claims as provided in the Claimant Trust Agreement. 

131. “Trust Distribution” means the transfer of Cash or other property by the 

Claimant Trustee to the Claimant Trust Beneficiaries. 

132. “Trustees” means, collectively, the Claimant Trustee and Litigation 

Trustee. 

133. “UBS” means, collectively, UBS Securities LLC and UBS AG London 

Branch. 

134. “Unexpired Lease” means a lease to which the Debtor is a party that is 

subject to assumption or rejection under section 365 of the Bankruptcy Code. 

135. “Unimpaired” means, with respect to a Class of Claims or Equity Interests 

that is not impaired within the meaning of section 1124 of the Bankruptcy Code. 

136. “Voting Deadline” means the date and time by which all Ballots to accept 

or reject the Plan must be received in order to be counted under the under the Order of the 

Bankruptcy Court approving the Disclosure Statement as containing adequate information 

pursuant to section 1125(a) of the Bankruptcy Code and authorizing the Debtor to solicit 

acceptances of the Plan. 

137. “Voting Record Date” means November 23, 2020. 

ARTICLE II.

ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS 

A. Administrative Expense Claims 

On the later of the Effective Date or the date on which an Administrative Expense Claim 

becomes an Allowed Administrative Expense Claim, or, in each such case, as soon as practicable 

thereafter, each Holder of an Allowed Administrative Expense Claim (other than Professional Fee 

Claims) will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, 

such Allowed Administrative Expense Claim either (i) payment in full in Available Cash for the 

unpaid portion of such Allowed Administrative Expense Claim; or (ii) such other less favorable 

treatment as agreed to in writing by the Debtor or the Reorganized Debtor, as applicable, and such 

Holder; provided, however, that Administrative Expense Claims incurred by the Debtor in the 

ordinary course of business may be paid in the ordinary course of business in the discretion of the 

Debtor in accordance with such applicable terms and conditions relating thereto without further 

notice to or order of the Bankruptcy Court. All statutory fees payable under 28 U.S.C. § 1930(a) 

shall be paid as such fees become due. 

If an Administrative Expense Claim (other than a Professional Fee Claim) is not paid by 

the Debtor in the ordinary course, the Holder of such Administrative Expense Claim must File, on 

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or before the applicable Administrative Expense Claims Bar Date, and serve on the Debtor or 

Reorganized Debtor, as applicable, and such other Entities who are designated by the Bankruptcy 

Rules, the Confirmation Order or other order of the Bankruptcy Court, an application for allowance 

and payment of such Administrative Expense Claim. 

Objections to any Administrative Expense Claim (other than a Professional Fee Claim) 

must be Filed and served on the Debtor or the Reorganized Debtor, as applicable, and the party 

asserting such Administrative Expense Claim by the Administrative Expense Claims Objection 

Deadline. 

B. Professional Fee Claims 

Professionals or other Entities asserting a Professional Fee Claim for services rendered 

through the Effective Date must submit fee applications under sections 327, 328, 329,330, 331, 

503(b) or 1103 of the Bankruptcy Code and, upon entry of an order of the Bankruptcy Court 

granting such fee applications, such Professional Fee Claim shall promptly be paid in Cash in full 

to the extent provided in such order. 

Professionals or other Entities asserting a Professional Fee Claim for services rendered on 

or prior to the Effective Date must File, on or before the Professional Fee Claims Bar Date, and 

serve on the Debtor or Reorganized Debtor, as applicable, and such other Entities who are 

designated as requiring such notice by the Bankruptcy Rules, the Confirmation Order or other 

order of the Bankruptcy Court, an application for final allowance of such Professional Fee Claim. 

Objections to any Professional Fee Claim must be Filed and served on the Debtor or 

Reorganized Debtor, as applicable, and the party asserting the Professional Fee Claim by the 

Professional Fee Claim Objection Deadline. Each Holder of an Allowed Professional Fee Claim 

will be paid by the Debtor or the Claimant Trust, as applicable, in Cash within ten (10) Business 

Days of entry of the order approving such Allowed Professional Fee Claim. 

On the Effective Date, the Claimant Trustee shall establish the Professional Fee Reserve. 

The Professional Fee Reserve shall vest in the Claimant Trust and shall be maintained by the 

Claimant Trustee in accordance with the Plan and Claimant Trust Agreement. The Claimant Trust 

shall fund the Professional Fee Reserve on the Effective Date in an estimated amount determined 

by the Debtor in good faith prior to the Confirmation Date and that approximates the total projected 

amount of unpaid Professional Fee Claims on the Effective Date. Following the payment of all 

Allowed Professional Fee Claims, any excess funds in the Professional Fee Reserve shall be 

released to the Claimant Trust to be used for other purposes consistent with the Plan and the 

Claimant Trust Agreement. 

C. Priority Tax Claims 

On or as soon as reasonably practicable after the later of (i) the Initial Distribution Date if 

such Priority Tax Claim is an Allowed Priority Tax Claim as of the Effective Date or (ii) the date 

on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, each Holder of an 

Allowed Priority Tax Claim will receive in full satisfaction, settlement, discharge and release of, 

and in exchange for, such Allowed Priority Tax Claim, at the election of the Debtor: (a) Cash in 

an amount of a total value as of the Effective Date of the Plan equal to the amount of such Allowed 

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000953

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Priority Tax Claim in accordance with section 1129(a)(9)(C) of the Bankruptcy Code, or (b) if 

paid over time, payment of such Allowed Priority Tax Claim in accordance with section 

1129(a)(9)(C) of the Bankruptcy Code; or (c) such other less favorable treatment as agreed to in 

writing by the Debtor and such Holder. Payment of statutory fees due pursuant to 28 U.S.C. § 

1930(a)(6) will be made at all appropriate times until the entry of a final decree; provided, however, 

that the Debtor may prepay any or all such Claims at any time, without premium or penalty. 

ARTICLE III.

CLASSIFICATION AND TREATMENT OF 

CLASSIFIED CLAIMS AND EQUITY INTERESTS 

A. Summary 

All Claims and Equity Interests, except Administrative Expense Claims and Priority Tax 

Claims, are classified in the Classes set forth below. In accordance with section 1123(a)(1) of the 

Bankruptcy Code, Administrative Expense Claims, and Priority Tax Claims have not been 

classified. 

The categories of Claims and Equity Interests listed below classify Claims and Equity 

Interests for all purposes including, without limitation, confirmation and distribution pursuant to 

the Plan and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan deems 

a Claim or Equity Interest to be classified in a particular Class only to the extent that the Claim or 

Equity Interest qualifies within the description of that Class and will be deemed classified in a 

different Class to the extent that any remainder of such Claim or Equity Interest qualifies within 

the description of such different Class. A Claim or Equity Interest is in a particular Class only to 

the extent that any such Claim or Equity Interest is Allowed in that Class and has not been paid, 

released or otherwise settled (in each case, by the Debtor or any other Entity) prior to the Effective 

Date. 

B. Summary of Classification and Treatment of Classified Claims and Equity Interests 

Class Claim Status Voting Rights 

1 Jefferies Secured Claim Unimpaired Deemed to Accept 

2 Frontier Secured Claim Impaired Entitled to Vote 

3 Other Secured Claims Unimpaired Deemed to Accept 

4 Priority Non-Tax Claim Unimpaired Deemed to Accept 

5 Retained Employee Claim Unimpaired Deemed to Accept 

6 PTO Claims Unimpaired Deemed to Accept 

7 Convenience Claims Impaired Entitled to Vote 

8 General Unsecured Claims Impaired Entitled to Vote 

9 Subordinated Claims Impaired Entitled to Vote 

10 Class B/C Limited Partnership Interests Impaired Entitled to Vote 

11 Class A Limited Partnership Interests Impaired Entitled to Vote 

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C. Elimination of Vacant Classes

Any Class that, as of the commencement of the Confirmation Hearing, does not have at 

least one Holder of a Claim or Equity Interest that is Allowed in an amount greater than zero for 

voting purposes shall be considered vacant, deemed eliminated from the Plan for purposes of 

voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan 

satisfies section 1129(a)(8) of the Bankruptcy Code with respect to such Class. 

D. Impaired/Voting Classes 

Claims and Equity Interests in Class 2 and Class 7 through Class 11 are Impaired by the 

Plan, and only the Holders of Claims or Equity Interests in those Classes are entitled to vote to 

accept or reject the Plan. 

E. Unimpaired/Non-Voting Classes 

Claims in Class 1 and Class 3 through Class 6 are Unimpaired by the Plan, and such 

Holders are deemed to have accepted the Plan and are therefore not entitled to vote on the Plan. 

F. Impaired/Non-Voting Classes 

There are no Classes under the Plan that will not receive or retain any property and no 

Classes are deemed to reject the Plan. 

G. Cramdown

If any Class of Claims or Equity Interests is deemed to reject this Plan or does not vote to 

accept this Plan, the Debtor may (i) seek confirmation of this Plan under section 1129(b) of the 

Bankruptcy Code or (ii) amend or modify this Plan in accordance with the terms hereof and the 

Bankruptcy Code. If a controversy arises as to whether any Claims or Equity Interests, or any 

class of Claims or Equity Interests, are Impaired, the Bankruptcy Court shall, after notice and a 

hearing, determine such controversy on or before the Confirmation Date. 

H. Classification and Treatment of Claims and Equity Interests 

1. Class 1 – Jefferies Secured Claim 

x Classification: Class 1 consists of the Jefferies Secured Claim. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 1 Claim will receive in full satisfaction, 

settlement, discharge and release of, and in exchange for, such Allowed 

Class 1 Claim, at the election of the Debtor: (A) Cash equal to the amount 

of such Allowed Class 1 Claim; (B) such other less favorable treatment as 

to which the Debtor and the Holder of such Allowed Class 1 Claim will 

have agreed upon in writing; or (C) such other treatment rendering such 

Claim Unimpaired. Each Holder of an Allowed Class 1 Claim will retain 

the Liens securing its Allowed Class 1 Claim as of the Effective Date until 

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000955

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full and final payment of such Allowed Class 1 Claim is made as provided 

herein. 

x Impairment and Voting: Class 1 is Unimpaired, and the Holders of Class 1 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 1 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

2. Class 2 – Frontier Secured Claim 

x Classification: Class 2 consists of the Frontier Secured Claim. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 2 Claim will receive in full satisfaction, 

settlement, discharge and release of, and in exchange for, such Allowed 

Class 2 Claim: (A) Cash in an amount equal to all accrued but unpaid 

interest on the Frontier Claim through and including the Effective Date and 

(B) the New Frontier Note. The Holder of an Allowed Class 2 Claim will 

retain the Liens securing its Allowed Class 2 Claim as of the Effective Date 

until full and final payment of such Allowed Class 2 Claim is made as 

provided herein. 

x Impairment and Voting: Class 2 is Impaired, and the Holders of Class 2 

Claims are entitled to vote to accept or reject this Plan. 

3. Class 3 – Other Secured Claims 

x Classification: Class 3 consists of the Other Secured Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 3 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 3 Claim becomes an 

Allowed Class 3 Claim, each Holder of an Allowed Class 3 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Claim 3 Claim, at the option of the Debtor, or 

following the Effective Date, the Reorganized Debtor or Claimant Trustee, 

as applicable, (i) Cash equal to such Allowed Other Secured Claim, (ii) the 

collateral securing its Allowed Other Secured Claim, plus postpetition 

interest to the extent required under Bankruptcy Code Section 506(b), or 

(iii) such other treatment rendering such Claim Unimpaired. 

x Impairment and Voting: Class 3 is Unimpaired, and the Holders of Class 3 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 3 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

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000956

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4. Class 4 – Priority Non-Tax Claims 

x Classification: Class 4 consists of the Priority Non-Tax Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 4 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 4 Claim becomes an 

Allowed Class 4 Claim, each Holder of an Allowed Class 4 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Claim 4 Claim Cash equal to the amount of such 

Allowed Class 4 Claim. 

x Impairment and Voting: Class 4 is Unimpaired, and the Holders of Class 4 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 4 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

5. Class 5 – Retained Employee Claims 

x Classification: Class 5 consists of the Retained Employee Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

Effective Date, each Allowed Class 5 Claim will be Reinstated. 

x Impairment and Voting: Class 5 is Unimpaired, and the Holders of Class 5 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 5 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

6. Class 6 – PTO Claims 

x Classification: Class 6 consists of the PTO Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 6 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 6 Claim becomes an 

Allowed Class 6 Claim, each Holder of an Allowed Class 6 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Claim 6 Claim Cash equal to the amount of such 

Allowed Class 6 Claim. 

x Impairment and Voting: Class 6 is Unimpaired, and the Holders of Class 6 

Claims are conclusively deemed to have accepted this Plan pursuant to 

section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 6 

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000957

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22 

Claims are not entitled to vote to accept or reject this Plan and will not be 

solicited. 

7. Class 7 – Convenience Claims 

x Classification: Class 7 consists of the Convenience Claims. 

x Allowance and Treatment: On or as soon as reasonably practicable after the 

later of (i) the Initial Distribution Date if such Class 7 Claim is Allowed on 

the Effective Date or (ii) the date on which such Class 7 Claim becomes an 

Allowed Class 7 Claim, each Holder of an Allowed Class 7 Claim will 

receive in full satisfaction, settlement, discharge and release of, and in 

exchange for, its Allowed Class 7 Claim (1) the treatment provided to 

Allowed Holders of Class 8 General Unsecured Claims if the Holder of such 

Class 7 Claim makes the GUC Election or (2) an amount in Cash equal to 

the lesser of (a) 85% of the Allowed amount of such Holder’s Class 7 Claim 

or (b) such Holder’s Pro Rata share of the Convenience Claims Cash Pool. 

x Impairment and Voting: Class 7 is Impaired, and the Holders of Class 7 

Claims are entitled to vote to accept or reject this Plan. 

8. Class 8 – General Unsecured Claims 

x Classification: Class 8 consists of the General Unsecured Claims. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 8 Claim, in full satisfaction, settlement, 

discharge and release of, and in exchange for, such Claim shall receive (i) 

its Pro Rata share of the Claimant Trust Interests, (ii) such other less 

favorable treatment as to which such Holder and the Claimant Trustee shall 

have agreed upon in writing, or (iii) the treatment provided to Allowed 

Holders of Class 7 Convenience Claims if the Holder of such Class 8 

General Unsecured Claim is eligible and makes a valid Convenience Class 

Election. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any General Unsecured Claim, except with 

respect to any General Unsecured Claim Allowed by Final Order of the 

Bankruptcy Court. 

x Impairment and Voting: Class 8 is Impaired, and the Holders of Class 8 

Claims are entitled to vote to accept or reject this Plan. 

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000958

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9. Class 9 – Subordinated Claims 

x Classification: Class 9 consists of the Subordinated Claims. 

Treatment: On the Effective Date, Holders of Subordinated Claims shall 

receive either (i) their Pro Rata share of the Subordinated Claimant Trust 

Interests or, (ii) such other less favorable treatment as to which such Holder 

and the Claimant Trustee may agree upon in writing. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any Subordinated Claim, except with respect to 

any Subordinated Claim Allowed by Final Order of the Bankruptcy Court. 

x Impairment and Voting: Class 9 is Impaired, and the Holders of Class 9 

Claims are entitled to vote to accept or reject this Plan. 

10. Class 10 – Class B/C Limited Partnership Interests 

x Classification: Class 10 consists of the Class B/C Limited Partnership 

Interests. 

x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 10 Claim, in full satisfaction, settlement, 

discharge and release of, and in exchange for, such Claim shall receive (i) 

its Pro Rata share of the Contingent Claimant Trust Interests or (ii) such 

other less favorable treatment as to which such Holder and the Claimant 

Trustee shall have agreed upon in writing. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any Class B/C Limited Partnership Interest 

Claim, except with respect to any Class B/C Limited Partnership Interest 

Claim Allowed by Final Order of the Bankruptcy Court. 

x Impairment and Voting: Class 10 is Impaired, and the Holders of Class 10 

Claims are entitled to vote to accept or reject this Plan. 

11. Class 11 – Class A Limited Partnership Interests 

x Classification: Class 11 consists of the Class A Limited Partnership 

Interests. 

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000959

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x Treatment: On or as soon as reasonably practicable after the Effective Date, 

each Holder of an Allowed Class 11 Claim, in full satisfaction, settlement, 

discharge and release of, and in exchange for, such Claim shall receive (i) 

its Pro Rata share of the Contingent Claimant Trust Interests or (ii) such 

other less favorable treatment as to which such Holder and the Claimant 

Trustee shall have agreed upon in writing. 

Notwithstanding anything to the contrary herein, after the Effective Date 

and subject to the other provisions of this Plan, the Debtor, the Reorganized 

Debtor, and the Claimant Trust, as applicable, will have and will retain any 

and all rights and defenses under bankruptcy or nonbankruptcy law that the 

Debtor had with respect to any Class A Limited Partnership Interest, except 

with respect to any Class A Limited Partnership Interest Allowed by Final 

Order of the Bankruptcy Court. 

x Impairment and Voting: Class 11 is Impaired, and the Holders of Class 11 

Claims are entitled to vote to accept or reject this Plan. 

I. Special Provision Governing Unimpaired Claims 

Except as otherwise provided in the Plan, nothing under the Plan will affect the Debtor’s 

rights in respect of any Unimpaired Claims, including, without limitation, all rights in respect of 

legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims. 

J. Subordinated Claims 

The allowance, classification, and treatment of all Claims under the Plan shall take into 

account and conform to the contractual, legal, and equitable subordination rights relating thereto, 

whether arising under general principles of equitable subordination, section 510(b) of the 

Bankruptcy Code, or otherwise. Upon written notice and hearing, the Debtor the Reorganized 

Debtor, and the Claimant Trustee reserve the right to seek entry of an order by the Bankruptcy 

Court to re-classify or to subordinate any Claim in accordance with any contractual, legal, or 

equitable subordination relating thereto, and the treatment afforded any Claim under the Plan that 

becomes a subordinated Claim at any time shall be modified to reflect such subordination. 

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THIS PLAN 

A. Summary 

As discussed in the Disclosure Statement, the Plan will be implemented through (i) the 

Claimant Trust, (ii) the Litigation Sub-Trust, and (iii) the Reorganized Debtor. 

On the Effective Date, all Class A Limited Partnership Interests, including the Class A 

Limited Partnership Interests held by Strand, as general partner, and Class B/C Limited 

Partnerships in the Debtor will be cancelled, and new Class A Limited Partnership Interests in the 

Reorganized Debtor will be issued to the Claimant Trust and New GP LLC – a newly-chartered 

limited liability company wholly-owned by the Claimant Trust. The Claimant Trust, as limited 

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000960

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partner, will ratify New GP LLC’s appointment as general partner of the Reorganized Debtor, and 

on and following the Effective Date, the Claimant Trust will be the Reorganized Debtor’s limited 

partner and New GP LLC will be its general partner. The Claimant Trust, as limited partner, and 

New GP LLC, as general partner, will execute the Reorganized Limited Partnership Agreement, 

which will amend and restate, in all respects, the Debtor’s current Limited Partnership Agreement. 

Following the Effective Date, the Reorganized Debtor will be managed consistent with the terms 

of the Reorganized Limited Partnership Agreement by New GP LLC. The sole managing member 

of New GP LLC will be the Claimant Trust, and the Claimant Trustee will be the sole officer of 

New GP LLC on the Effective Date. 

Following the Effective Date, the Claimant Trust will administer the Claimant Trust Assets 

pursuant to this Plan and the Claimant Trust Agreement, and the Litigation Trustee will pursue, if 

applicable, the Estate Claims pursuant to the terms of the Litigation Sub-Trust Agreement and the 

Plan. The Reorganized Debtor will administer the Reorganized Debtor Assets and, if needed, with 

the utilization of a Sub-Servicer, which administration will include, among other things, managing 

the wind down of the Managed Funds. 

Although the Reorganized Debtor will manage the wind down of the Managed Funds, it is 

currently anticipated that neither the Reorganized Debtor nor the Claimant Trust will assume or 

assume and assign the contracts between the Debtor and certain Related Entities pursuant to which 

the Debtor provides shared services and sub-advisory services to those Related Entities. The 

Debtor believes that the continued provision of the services under such contracts will not be cost 

effective. 

The Reorganized Debtor will distribute all proceeds from the wind down to the Claimant 

Trust, as its limited partner, and New GP LLC, as its general partner, in each case in accordance 

with the Reorganized Limited Partnership Agreement. Such proceeds, along with the proceeds of 

the Claimant Trust Assets, will ultimately be distributed to the Claimant Trust Beneficiaries as set 

forth in this Plan and the Claimant Trust Agreement. 

B. The Claimant Trust2

 

1. Creation and Governance of the Claimant Trust and Litigation Sub-Trust. 

On or prior to the Effective Date, the Debtor and the Claimant Trustee shall execute the 

Claimant Trust Agreement and shall take all steps necessary to establish the Claimant Trust and 

the Litigation Sub-Trust in accordance with the Plan in each case for the benefit of the Claimant 

Trust Beneficiaries. Additionally, on or prior to the Effective Date, the Debtor shall irrevocably 

transfer and shall be deemed to have irrevocably transferred to the Claimant Trust all of its rights, 

title, and interest in and to all of the Claimant Trust Assets, and in accordance with section 1141 

of the Bankruptcy Code, the Claimant Trust Assets shall automatically vest in the Claimant Trust 

free and clear of all Claims, Liens, encumbrances, or interests subject only to the Claimant Trust 

Interests and the Claimant Trust Expenses, as provided for in the Claimant Trust Agreement, and 

2

 In the event of a conflict between the terms of this summary and the terms of the Claimant Trust Agreement and the 

Litigation Sub-Trust Agreement, the terms of the Claimant Trust Agreement or the Litigation Sub-Trust Agreement, 

as applicable, shall control. 

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000961

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such transfer shall be exempt from any stamp, real estate transfer, mortgage from any stamp, 

transfer, reporting, sales, use, or other similar tax. 

The Claimant Trustee shall be the exclusive trustee of the Claimant Trust Assets, excluding 

the Estate Claims and the Litigation Trustee shall be the exclusive trustee with respect to the Estate 

Claims in each case for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as 

the representative of the Estate appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy 

Code with respect to the Claimant Trust Assets. The Claimant Trustee shall also be responsible 

for resolving all Claims and Equity Interests in Class 8 through Class 11, under the supervision of 

the Claimant Trust Oversight Committee. 

On the Effective Date, the Claimant Trustee and Litigation Trustee shall execute the 

Litigation Sub-Trust Agreement and shall take all steps necessary to establish the Litigation SubTrust. Upon the creation of the Litigation Sub-Trust, the Claimant Trust shall irrevocably transfer 

and assign to the Litigation Sub-Trust the Estate Claims. The Claimant Trust shall be governed 

by the Claimant Trust Agreement and administered by the Claimant Trustee. The powers, rights, 

and responsibilities of the Claimant Trustee shall be specified in the Claimant Trust Agreement 

and shall include the authority and responsibility to, among other things, take the actions set forth 

in this ARTICLE IV, subject to any required reporting to the Claimant Trust Oversight Committee 

as may be set forth in the Claimant Trust Agreement. The Claimant Trust shall hold and distribute 

the Claimant Trust Assets (including the proceeds from the Estate Claims, if any) in accordance 

with the provisions of the Plan and the Claimant Trust Agreement; provided that the Claimant 

Trust Oversight Committee may direct the Claimant Trust to reserve Cash from distributions as 

necessary to fund the Claimant Trust and Litigation Sub-Trust. Other rights and duties of the 

Claimant Trustee and the Claimant Trust Beneficiaries shall be as set forth in the Claimant Trust 

Agreement. After the Effective Date, neither the Debtor nor the Reorganized Debtor shall have 

any interest in the Claimant Trust Assets. 

The Litigation Sub-Trust shall be governed by the Litigation Sub-Trust Agreement and 

administered by the Litigation Trustee. The powers, rights, and responsibilities of the Litigation 

Trustee shall be specified in the Litigation Sub-Trust Agreement and shall include the authority 

and responsibility to, among other things, take the actions set forth in this ARTICLE IV, subject 

to any required reporting as may be set forth in the Litigation Sub-Trust Agreement. The Litigation 

Sub-Trust shall investigate, prosecute, settle, or otherwise resolve the Estate Claims in accordance 

with the provisions of the Plan and the Litigation Sub-Trust Agreement and shall distribute the 

proceeds therefrom to the Claimant Trust for distribution. Other rights and duties of the Litigation 

Trustee shall be as set forth in the Litigation Sub-Trust Agreement. 

2. Claimant Trust Oversight Committee 

The Claimant Trust, the Claimant Trustee, the management and monetization of the 

Claimant Trust Assets, and the management of the Reorganized Debtor (through the Claimant 

Trust’s role as managing member of New GP LLC) and the Litigation Sub-Trust will be overseen 

by the Claimant Trust Oversight Committee, subject to the terms of the Claimant Trust Agreement 

and the Litigation Sub-Trust Agreement, as applicable. 

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000962

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The Claimant Trust Oversight Committee will initially consist of five members. Four of 

the five members will be representatives of the members of the Committee: (i) the Redeemer 

Committee of Highland Crusader Fund, (ii) UBS, (iii) Acis, and (iv) Meta-e Discovery. The fifth 

member will be an independent, natural Person chosen by the Committee and reasonably 

acceptable to the Debtor. The members of the Claimant Trust Oversight Committee may be 

replaced as set forth in the Claimant Trust Agreement. The identity of the members of the Claimant 

Trust Oversight Committee will be disclosed in the Plan Supplement. 

As set forth in the Claimant Trust Agreement, in no event will any member of the Claimant 

Trust Oversight Committee with a Claim against the Estate be entitled to vote, opine, or otherwise 

be involved in any matters related to such member’s Claim. 

The independent member(s) of the Claimant Trust Oversight Committee may be entitled 

to compensation for their services as set forth in the Claimant Trust Agreement. Any member of 

the Claimant Trust Oversight Committee may be removed, and successor chosen, in the manner 

set forth in the Claimant Trust Agreement. 

3. Purpose of the Claimant Trust. 

The Claimant Trust shall be established for the purpose of (i) managing and monetizing 

the Claimant Trust Assets, subject to the terms of the Claimant Trust Agreement and the oversight 

of the Claimant Trust Oversight Committee, (ii) serving as the limited partner of, and holding the 

limited partnership interests in, the Reorganized Debtor, (iii) serving as the sole member and 

manager of New GP LLC, the Reorganized Debtor’s general partner, (iv) in its capacity as the sole 

member and manager of New GP LLC, overseeing the management and monetization of the 

Reorganized Debtor Assets pursuant to the terms of the Reorganized Limited Partnership 

Agreement; and (v) administering the Disputed Claims Reserve and serving as Distribution Agent 

with respect to Disputed Claims in Class 7 or Class 8. 

In its management of the Claimant Trust Assets, the Claimant Trust will also reconcile and 

object to the General Unsecured Claims, Subordinated Claims, Class B/C Limited Partnership 

Interests, and Class A Limited Partnership Interests, as provided for in this Plan and the Claimant 

Trust Agreement, and make Trust Distributions to the Claimant Trust Beneficiaries in accordance 

with Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the 

conduct of a trade or business. 

The purpose of the Reorganized Debtor is discussed at greater length in ARTICLE IV.C. 

4. Purpose of the Litigation Sub-Trust. 

The Litigation Sub-Trust shall be established for the purpose of investigating, prosecuting, 

settling, or otherwise resolving the Estate Claims. Any proceeds therefrom shall be distributed by 

the Litigation Sub-Trust to the Claimant Trust for distribution to the Claimant Trust Beneficiaries 

pursuant to the terms of the Claimant Trust Agreement. 

5. Claimant Trust Agreement and Litigation Sub-Trust Agreement. 

The Claimant Trust Agreement generally will provide for, among other things: 

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000963

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(i) the payment of the Claimant Trust Expenses; 

(ii) the payment of other reasonable expenses of the Claimant Trust; 

(iii) the retention of employees, counsel, accountants, financial advisors, or other 

professionals and the payment of their reasonable compensation; 

(iv) the investment of Cash by the Claimant Trustee within certain limitations, 

including those specified in the Plan; 

(v) the orderly monetization of the Claimant Trust Assets; 

(vi) litigation of any Causes of Action, which may include the prosecution, 

settlement, abandonment, or dismissal of any such Causes of Action, subject to reporting and 

oversight by the Claimant Trust Oversight Committee; 

(vii) the resolution of Claims and Equity Interests in Class 8 through Class 11, 

subject to reporting and oversight by the Claimant Trust Oversight Committee; 

(viii) the administration of the Disputed Claims Reserve and distributions to be made 

therefrom; and 

(ix) the management of the Reorganized Debtor, including the utilization of a SubServicer, with the Claimant Trust serving as the managing member of New GP LLC. 

Except as otherwise ordered by the Bankruptcy Court, the Claimant Trust Expenses shall 

be paid from the Claimant Trust Assets in accordance with the Plan and Claimant Trust Agreement. 

The Claimant Trustee may establish a reserve for the payment of Claimant Trust Expense 

(including, without limitation, any reserve for potential indemnification claims as authorized and 

provided under the Claimant Trust Agreement), and shall periodically replenish such reserve, as 

necessary. 

In furtherance of, and consistent with the purpose of, the Claimant Trust and the Plan, the 

Trustees, for the benefit of the Claimant Trust, shall, subject to reporting and oversight by the 

Claimant Trust Oversight Committee as set forth in the Claimant Trust Agreement: (i) hold the 

Claimant Trust Assets for the benefit of the Claimant Trust Beneficiaries, (ii) make Distributions 

to the Claimant Trust Beneficiaries as provided herein and in the Claimant Trust Agreement, and 

(iii) have the sole power and authority to prosecute and resolve any Causes of Action and 

objections to Claims and Equity Interests (other than those assigned to the Litigation Sub-Trust), 

without approval of the Bankruptcy Court. Except as otherwise provided in the Claimant Trust 

Agreement, the Claimant Trustee shall be responsible for all decisions and duties with respect to 

the Claimant Trust and the Claimant Trust Assets; provided, however, that the prosecution and 

resolution of any Estate Claims included in the Claimant Trust Assets shall be the responsibility 

of the Litigation Trustee. The Litigation Sub-Trust Agreement generally will provide for, among 

other things: 

(i) the payment of other reasonable expenses of the Litigation Sub-Trust; 

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000964

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(ii) the retention of employees, counsel, accountants, financial advisors, or other 

professionals and the payment of their reasonable compensation; and 

(iii) the investigation and prosecution of Estate Claims, which may include the 

prosecution, settlement, abandonment, or dismissal of any such Estate Claims, subject to reporting 

and oversight as set forth in the Litigation Sub-Trust Agreement. 

The Trustees, on behalf of the Claimant Trust and Litigation Sub-Trust, as applicable, may 

each employ, without further order of the Bankruptcy Court, employees and other professionals 

(including those previously retained by the Debtor and the Committee) to assist in carrying out the 

Trustees’ duties hereunder and may compensate and reimburse the reasonable expenses of these 

professionals without further Order of the Bankruptcy Court from the Claimant Trust Assets in 

accordance with the Plan and the Claimant Trust Agreement. 

The Claimant Trust Agreement and Litigation Sub-Trust Agreement may include 

reasonable and customary provisions that allow for indemnification by the Claimant Trust in favor 

of the Claimant Trustee, Litigation Trustee, and the Claimant Trust Oversight Committee. Any 

such indemnification shall be the sole responsibility of the Claimant Trust and payable solely from 

the Claimant Trust Assets. 

6. Compensation and Duties of Trustees. 

The salient terms of each Trustee’s employment, including such Trustee’s duties and 

compensation shall be set forth in the Claimant Trust Agreement and the Litigation Sub-Trust 

Agreement, as appropriate. The Trustees shall each be entitled to reasonable compensation in an 

amount consistent with that of similar functionaries in similar types of bankruptcy cases. 

7. Cooperation of Debtor and Reorganized Debtor. 

To effectively investigate, prosecute, compromise and/or settle the Claims and/or Causes 

of Action that constitute Claimant Trust Assets (including Estate Claims), the Claimant Trustee, 

Litigation Trustee, and each of their professionals may require reasonable access to the Debtor’s 

and Reorganized Debtor’s documents, information, and work product relating to the Claimant 

Trust Assets. Accordingly, the Debtor and the Reorganized Debtor, as applicable, shall reasonably 

cooperate with the Claimant Trustee and Litigation Trustee, as applicable, in their prosecution of 

Causes of Action and in providing the Claimant Trustee and Litigation Trustee with copies of 

documents and information in the Debtor’s possession, custody, or control on the Effective Date 

that either Trustee indicates relates to the Estate Claims or other Causes of Action. 

The Debtor and Reorganized Debtor shall preserve all records, documents or work product 

(including all electronic records, documents, or work product) related to the Claims and Causes of 

Action, including Estate Claims, until the earlier of (a) the dissolution of the Reorganized Debtor 

or (b) termination of the Claimant Trust and Litigation Sub-Trust. 

8. United States Federal Income Tax Treatment of the Claimant Trust. 

Unless the IRS requires otherwise, for all United States federal income tax purposes, the 

parties shall treat the transfer of the Claimant Trust Assets to the Claimant Trust as: (a) a transfer 

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000965

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30 

of the Claimant Trust Assets (other than the amounts set aside in the Disputed Claims Reserve, if 

the Claimant Trustee makes the election described in Section 7 below) directly to the applicable 

Claimant Trust Beneficiaries followed by (b) the transfer by the such Claimant Trust Beneficiaries 

to the Claimant Trust of such Claimant Trust Assets in exchange for the Claimant Trust Interests. 

Accordingly, the applicable Claimant Trust Beneficiaries shall be treated for United States federal 

income tax purposes as the grantors and owners of their respective share of the Claimant Trust 

Assets. The foregoing treatment shall also apply, to the extent permitted by applicable law, for 

state and local income tax purposes. 

9. Tax Reporting. 

(a) The Claimant Trustee shall file tax returns for the Claimant Trust treating the Claimant 

Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a). The Claimant Trustee 

may file an election pursuant to Treasury Regulation 1.468B-9(c) to treat the Disputed Claims 

Reserve as a disputed ownership fund, in which case the Claimant Trustee will file federal income 

tax returns and pay taxes for the Disputed Claims Reserve as a separate taxable entity. 

(b) The Claimant Trustee shall be responsible for payment, out of the Claimant Trust 

Assets, of any taxes imposed on the Claimant Trust or its assets. 

(c) The Claimant Trustee shall determine the fair market value of the Claimant Trust Assets 

as of the Effective Date and notify the applicable Claimant Trust Beneficiaries of such valuation, 

and such valuation shall be used consistently for all federal income tax purposes. 

(d) The Claimant Trustee shall distribute such tax information to the applicable Claimant 

Trust Beneficiaries as the Claimant Trustee determines is required by applicable law. 

10. Claimant Trust Assets. 

The Claimant Trustee shall have the exclusive right, on behalf of the Claimant Trust, to 

institute, file, prosecute, enforce, abandon, settle, compromise, release, or withdraw any and all 

Causes of Action included in the Claimant Trust Assets (except for the Estate Claims) without any 

further order of the Bankruptcy Court, and the Claimant Trustee shall have the exclusive right, on 

behalf of the Claimant Trust, to sell, liquidate, or otherwise monetize all Claimant Trust Assets, 

except as otherwise provided in this Plan or in the Claimant Trust Agreement, without any further 

order of the Bankruptcy Court. Notwithstanding anything herein to the contrary, the Litigation 

Trustee shall have the exclusive right to institute, file, prosecute, enforce, abandon, settle, 

compromise, release, or withdraw any and all Estate Claims included in the Claimant Trust Assets 

without any further order of the Bankruptcy Court. 

From and after the Effective Date, the Trustees, in accordance with section 1123(b)(3) and 

(4) of the Bankruptcy Code, and on behalf of the Claimant Trust, shall each serve as a 

representative of the Estate with respect to any and all Claimant Trust Assets, including the Causes 

of Action and Estate Claims, as appropriate, and shall retain and possess the right to (a) commence, 

pursue, settle, compromise, or abandon, as appropriate, any and all Causes of Action in any court 

or other tribunal and (b) sell, liquidate, or otherwise monetize all Claimant Trust Assets. 

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000966

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11. Claimant Trust Expenses. 

From and after the Effective Date, the Claimant Trust shall, in the ordinary course of 

business and without the necessity of any approval by the Bankruptcy Court, pay the reasonable 

professional fees and expenses incurred by the Claimant Trust, the Litigation Sub-Trust, and any 

professionals retained by such parties and entities from the Claimant Trust Assets, except as 

otherwise provided in the Claimant Trust Agreement. 

12. Trust Distributions to Claimant Trust Beneficiaries. 

The Claimant Trustee, in its discretion, may make Trust Distributions to the Claimant Trust 

Beneficiaries at any time and/or use the Claimant Trust Assets or proceeds thereof, provided that 

such Trust Distributions or use is otherwise permitted under the terms of the Plan, the Claimant 

Trust Agreement, and applicable law. 

13. Cash Investments. 

With the consent of the Claimant Trust Oversight Committee, the Claimant Trustee may 

invest Cash (including any earnings thereon or proceeds therefrom) in a manner consistent with 

the terms of the Claimant Trust Agreement; provided, however, that such investments are 

investments permitted to be made by a “liquidating trust” within the meaning of Treasury 

Regulation section 301.7701-4(d), as reflected therein, or under applicable IRS guidelines, rulings 

or other controlling authorities. 

14. Dissolution of the Claimant Trust and Litigation Sub-Trust. 

The Trustees and the Claimant Trust and Litigation Sub-Trust shall be discharged or 

dissolved, as the case may be, at such time as: (a) the Litigation Trustee determines that the pursuit 

of Estate Claims is not likely to yield sufficient additional proceeds to justify further pursuit of 

such Estate Claims, (b) the Claimant Trustee determines that the pursuit of Causes of Action (other 

than Estate Claims) is not likely to yield sufficient additional proceeds to justify further pursuit of 

such Causes of Action, (c) the Clamant Trustee determines that the pursuit of sales of other 

Claimant Trust Assets is not likely to yield sufficient additional proceeds to justify further pursuit 

of such sales of Claimant Trust Assets, (d) all objections to Disputed Claims and Equity Interests 

are fully resolved, (e) the Reorganized Debtor is dissolved, and (f) all Distributions required to be 

made by the Claimant Trustee to the Claimant Trust Beneficiaries under the Plan have been made, 

but in no event shall the Claimant Trust be dissolved later than three years from the Effective Date 

unless the Bankruptcy Court, upon motion made within the six-month period before such third 

anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion 

made at least six months before the end of the preceding extension), determines that a fixed period 

extension (not to exceed two years, together with any prior extensions, without a favorable letter 

ruling from the Internal Revenue Service or an opinion of counsel that any further extension would 

not adversely affect the status of the Claimant Trust as a liquidating trust for federal income tax 

purposes) is necessary to facilitate or complete the recovery on, and liquidation of, the Claimant 

Trust Assets; provided, however, that each extension must be approved, upon a finding that the 

extension is necessary to facilitate or complete the recovery on, and liquidation of the Claimant 

Trust Assets, by the Bankruptcy Court within 6 months of the beginning of the extended term and 

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000967

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32 

no extension, together with any prior extensions, shall exceed three years without a favorable letter 

ruling from the Internal Revenue Service or an opinion of counsel that any further extension would 

not adversely affect the status of the Claimant Trust as a liquidating trust for federal income tax 

purposes. 

Upon dissolution of the Claimant Trust, and pursuant to the Claimant Trust Agreement, 

any remaining Claimant Trust Assets that exceed the amounts required to be paid under the Plan 

will be transferred (in the sole discretion of the Claimant Trustee) in Cash or in-kind to the Holders 

of the Claimant Trust Interests as provided in the Claimant Trust Agreement. 

C. The Reorganized Debtor 

1. Corporate Existence 

The Debtor will continue to exist after the Effective Date, with all of the powers of 

partnerships pursuant to the law of the State of Delaware and as set forth in the Reorganized 

Limited Partnership Agreement. 

2. Cancellation of Equity Interests and Release 

On the Effective Date, (i) all prepetition Equity Interests, including the Class A Limited 

Partnership Interests and the Class B/C Limited Partnership Interests, in the Debtor shall be 

canceled, and (ii) all obligations or debts owed by, or Claims against, the Debtor on account of, or 

based upon, the Interests shall be deemed as cancelled, released, and discharged, including all 

obligations or duties by the Debtor relating to the Equity Interests in any of the Debtor’s formation 

documents, including the Limited Partnership Agreement. 

3. Issuance of New Partnership Interests 

On the Effective Date, the Debtor or the Reorganized Debtor, as applicable, will issue new 

Class A Limited Partnership Interests to (i) the Claimant Trust, as limited partner, and (ii) New 

GP LLC, as general partner, and will admit (a) the Claimant Trust as the limited partner of the 

Reorganized Debtor, and (b) New GP LLC as the general partner of the Reorganized Debtor. The 

Claimant Trust, as limited partner, will ratify New GP LLC’s appointment as general partner of 

the Reorganized Debtor. Also, on the Effective Date, the Claimant Trust, as limited partner, and 

New GP LLC, as general partner, will execute the Reorganized Limited Partnership Agreement 

and receive partnership interests in the Reorganized Debtor consistent with the terms of the 

Reorganized Limited Partnership Agreement. 

The Reorganized Limited Partnership Agreement does not provide for, and specifically 

disclaims, the indemnification obligations under the Limited Partnership Agreement, including 

any such indemnification obligations that accrued or arose or could have been brought prior to the 

Effective Date. Any indemnification Claims under the Limited Partnership Agreement that 

accrued, arose, or could have been filed prior to the Effective Date will be resolved through the 

Claims resolution process provided that a Claim is properly filed in accordance with the 

Bankruptcy Code, the Plan, or the Bar Date Order. Each of the Debtor, the Reorganized Debtor, 

the Claimant Trust, and the Litigation Sub-Trust reserve all rights with respect to any such 

indemnification Claims. 

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000968

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33 

4. Management of the Reorganized Debtor 

Subject to and consistent with the terms of the Reorganized Limited Partnership 

Agreement, the Reorganized Debtor shall be managed by its general partner, New GP LLC. The 

initial officers and employees of the Reorganized Debtor shall be selected by the Claimant Trustee. 

The Reorganized Debtor may, in its discretion, also utilize a Sub-Servicer in addition to or in lieu 

of the retention of officers and employees. 

As set forth in the Reorganized Limited Partnership Agreement, New GP LLC will receive 

a fee for managing the Reorganized Debtor. Although New GP LLC will be a limited liability 

company, it will elect to be treated as a C-Corporation for tax purposes. Therefore, New GP LLC 

(and any taxable income attributable to it) will be subject to corporate income taxation on a 

standalone basis, which may reduce the return to Claimants. 

5. Vesting of Assets in the Reorganized Debtor 

Except as otherwise provided in this Plan or the Confirmation Order, on or after the 

Effective Date, all Reorganized Debtor Assets will vest in the Reorganized Debtor, free and clear 

of all Liens, Claims, charges or other encumbrances pursuant to section 1141(c) of the Bankruptcy 

Code except with respect to such Liens, Claims, charges and other encumbrances that are 

specifically preserved under this Plan upon the Effective Date. 

The Reorganized Debtor shall be the exclusive trustee of the Reorganized Debtor Assets 

for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of 

the Estate appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code with respect to the 

Reorganized Debtor Assets. 

6. Purpose of the Reorganized Debtor 

Except as may be otherwise provided in this Plan or the Confirmation Order, the 

Reorganized Debtor will continue to manage the Reorganized Debtor Assets (which shall include, 

for the avoidance of doubt, serving as the investment manager of the Managed Funds) and may 

use, acquire or dispose of the Reorganized Debtor Assets and compromise or settle any Claims 

with respect to the Reorganized Debtor Assets without supervision or approval by the Bankruptcy 

Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. The Reorganized 

Debtor shall oversee the resolution of Claims in Class 1 through Class 7. 

Without limiting the foregoing, the Reorganized Debtor will pay the charges that it incurs 

after the Effective Date for Professionals’ fees, disbursements, expenses or related support services 

(including reasonable fees relating to the preparation of Professional fee applications) in the 

ordinary course of business and without application or notice to, or order of, the Bankruptcy Court. 

7. Distribution of Proceeds from the Reorganized Debtor Assets; Transfer of 

Reorganized Debtor Assets 

Any proceeds received by the Reorganized Debtor will be distributed to the Claimant Trust, 

as limited partner, and New GP LLC, as general partner, in the manner set forth in the Reorganized 

Limited Partnership Agreement. As set forth in the Reorganized Limited Partnership Agreement, 

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000969

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34 

the Reorganized Debtor may, from time to time distribute Reorganized Debtor Assets to the 

Claimant Trust either in Cash or in-kind, including to institute the wind-down and dissolution of 

the Reorganized Debtor. Any assets distributed to the Claimant Trust will be (i) deemed 

transferred in all respects as forth in ARTICLE IV.B.1, (ii) deemed Claimant Trust Assets, and 

(iii) administered as Claimant Trust Assets. 

D. Company Action 

Each of the Debtor, the Reorganized Debtor, and the Trustees, as applicable, may take any 

and all actions to execute, deliver, File or record such contracts, instruments, releases and other 

agreements or documents and take such actions as may be necessary or appropriate to effectuate 

and implement the provisions of this Plan, the Claimant Trust Agreement, the Reorganized Limited 

Partnership Agreement, or the New GP LLC Documents, as applicable, in the name of and on 

behalf of the Debtor, the Reorganized Debtor, or the Trustees, as applicable, and in each case 

without further notice to or order of the Bankruptcy Court, act or action under applicable law, 

regulation, order, or rule or any requirement of further action, vote or other approval or 

authorization by the security holders, officers, or directors of the Debtor or the Reorganized 

Debtor, as applicable, or by any other Person. 

Prior to, on or after the Effective Date (as appropriate), all matters provided for pursuant 

to this Plan that would otherwise require approval of the stockholders, partners, directors, 

managers, or members of the Debtor, any Related Entity, or any Affiliate thereof (as of prior to 

the Effective Date) will be deemed to have been so approved and will be in effect prior to, on or 

after the Effective Date (as appropriate) pursuant to applicable law and without any requirement 

of further action by the stockholders, partners, directors, managers or members of such Persons, 

or the need for any approvals, authorizations, actions or consents of any Person. 

All matters provided for in this Plan involving the legal or corporate structure of the Debtor, 

the Reorganized Debtor, or the Claimant Trust, as applicable, and any legal or corporate action 

required by the Debtor, the Reorganized Debtor, or the Claimant Trust, as applicable, in connection 

with this Plan, will be deemed to have occurred and will be in full force and effect in all respects, 

in each case without further notice to or order of the Bankruptcy Court, act or action under 

applicable law, regulation, order, or rule or any requirement of further action, vote or other 

approval or authorization by the security holders, partners, directors, managers, or members of the 

Debtor, the Reorganized Debtor, or the Claimant Trust, as applicable, or by any other Person. On 

the Effective Date, the appropriate officers of the Debtor and the Reorganized Debtor, as 

applicable, as well as the Trustees, are authorized to issue, execute, deliver, and consummate the 

transactions contemplated by, the contracts, agreements, documents, guarantees, pledges, 

consents, securities, certificates, resolutions and instruments contemplated by or described in this 

Plan in the name of and on behalf of the Debtor and the Reorganized Debtor, as well as the 

Trustees, in each case without further notice to or order of the Bankruptcy Court, act or action 

under applicable law, regulation, order, or rule or any requirement of further action, vote or other 

approval or authorization by any Person. The appropriate officer of the Debtor, the Reorganized 

Debtor, as well as the Trustees, will be authorized to certify or attest to any of the foregoing actions. 

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000970

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E. Release of Liens, Claims and Equity Interests 

Except as otherwise provided in the Plan or in any contract, instrument, release or other 

agreement or document entered into or delivered in connection with the Plan, from and after the 

Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all 

Liens, Claims, Equity Interests, mortgages, deeds of trust, or other security interests against the 

property of the Estate will be fully released, terminated, extinguished and discharged, in each case 

without further notice to or order of the Bankruptcy Court, act or action under applicable law, 

regulation, order, or rule or the vote, consent, authorization or approval of any Entity. Any Entity 

holding such Liens or Equity Interests extinguished pursuant to the prior sentence will, pursuant 

to section 1142 of the Bankruptcy Code, promptly execute and deliver to the Debtor, the 

Reorganized Debtor, or the Claimant Trustee, as applicable, such instruments of termination, 

release, satisfaction and/or assignment (in recordable form) as may be reasonably requested by the 

Debtor, the Reorganized Debtor, or the Claimant Trustee, as applicable. For the avoidance of 

doubt, this section is in addition to, and shall not be read to limit in any respects, ARTICLE IV.C.2. 

F. Cancellation of Notes, Certificates and Instruments 

Except for the purpose of evidencing a right to a distribution under this Plan and except as 

otherwise set forth in this Plan, on the Effective Date, all agreements, instruments, Securities and 

other documents evidencing any prepetition Claim or Equity Interest and any rights of any Holder 

in respect thereof shall be deemed cancelled, discharged, and of no force or effect. The holders of 

or parties to such cancelled instruments, Securities, and other documentation will have no rights 

arising from or related to such instruments, Securities, or other documentation or the cancellation 

thereof, except the rights provided for pursuant to this Plan, and the obligations of the Debtor 

thereunder or in any way related thereto will be fully released, terminated, extinguished and 

discharged, in each case without further notice to or order of the Bankruptcy Court, act or action 

under applicable law, regulation, order, or rule or any requirement of further action, vote or other 

approval or authorization by any Person. For the avoidance of doubt, this section is in addition to, 

and shall not be read to limit in any respects, ARTICLE IV.C.2. 

G. Cancellation of Existing Instruments Governing Security Interests 

Upon payment or other satisfaction of an Allowed Class 1 or Allowed Class 2 Claim, or 

promptly thereafter, the Holder of such Allowed Class 1 or Allowed Class 2 Claim shall deliver to 

the Debtor, the Reorganized Debtor, or the Claimant Trustee, as applicable, any collateral or other 

property of the Debtor held by such Holder, together with any termination statements, instruments 

of satisfaction, or releases of all security interests with respect to its Allowed Class 1 or Allowed 

Class 2 Claim that may be reasonably required to terminate any related financing statements, 

mortgages, mechanics’ or other statutory Liens, or lis pendens, or similar interests or documents. 

H. Control Provisions 

To the extent that there is any inconsistency between this Plan as it relates to the Claimant 

Trust, the Claimant Trust Agreement, the Reorganized Debtor, or the Reorganized Limited 

Partnership Agreement, this Plan shall control. 

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000971

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I. Treatment of Vacant Classes

Any Claim or Equity Interest in a Class considered vacant under ARTICLE III.C of this 

Plan shall receive no Plan Distributions. 

J. Plan Documents 

The documents, if any, to be Filed as part of the Plan Documents, including any documents 

filed with the Plan Supplement, and any amendments, restatements, supplements, or other 

modifications to such documents, and any consents, waivers, or other deviations under or from 

any such documents, shall be incorporated herein by this reference (including to the applicable 

definitions in ARTICLE I hereof) and fully enforceable as if stated in full herein. 

The Debtor and the Committee are currently working to finalize the forms of certain of the 

Plan Documents to be filed with the Plan Supplement. To the extent that the Debtor and the 

Committee cannot agree as to the form and content of such Plan Documents, they intend to submit 

the issue to non-binding mediation pursuant to the Order Directing Mediation entered on August 

3, 2020 [D.I. 912]. 

K. Highland Capital Management, L.P. Retirement Plan and Trust 

The Highland Capital Management, L.P. Retirement Plan And Trust (“Pension Plan”) is a 

single-employer defined benefit pension plan covered by Title IV of the Employee Retirement 

Income Security Act of 1974, as amended (“ERISA”). 29 U.S.C. §§ 1301-1461. The Debtor is 

the contributing sponsor and, as such, the PBGC asserts that the Debtor is liable along with any 

members of the contributing sponsor’s controlled-group within the meaning of 29 U.S.C. §§ 

1301(a)(13), (14) with respect to the Pension Plan. 

Upon the Effective Date, the Reorganized Debtor shall be deemed to have assumed the 

Pension Plan and shall comply with all applicable statutory provisions of ERISA and the Internal 

Revenue Code (the “IRC”), including, but not limited to, satisfying the minimum funding 

standards pursuant to 26 U.S.C. §§ 412, 430, and 29 U.S.C. §§ 1082, 1083; paying the PBGC 

premiums in accordance with 29 U.S.C. §§ 1306 and 1307; and administering the Pension Plan in 

accordance with its terms and the provisions of ERISA and the IRC. In the event that the Pension 

Plan terminates after the Plan of Reorganization Effective Date, the PBGC asserts that the 

Reorganized Debtor and each of its controlled group members will be responsible for the liabilities 

imposed by Title IV of ERISA. 

Notwithstanding any provision of the Plan, the Confirmation Order, or the Bankruptcy 

Code (including section 1141 thereof) to the contrary, neither the Plan, the Confirmation Order, or 

the Bankruptcy Code shall be construed as discharging, releasing, exculpating or relieving the 

Debtor, the Reorganized Debtor, or any person or entity in any capacity, from any liability or 

responsibility, if any, with respect to the Pension Plan under any law, governmental policy, or 

regulatory provision. PBGC and the Pension Plan shall not be enjoined or precluded from 

enforcing such liability or responsibility against any person or entity as a result of any of the 

provisions of the Plan, the Confirmation Order, or the Bankruptcy Code. The Debtor reserves the 

right to contest any such liability or responsibility. 

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000972

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ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

A. Assumption, Assignment, or Rejection of Executory Contracts and Unexpired Leases 

Unless an Executory Contract or Unexpired Lease: (i) was previously assumed or rejected 

by the Debtor pursuant to this Plan on or prior to the Confirmation Date; (ii) previously expired or 

terminated pursuant to its own terms or by agreement of the parties thereto; (iii) is the subject of a 

motion to assume filed by the Debtor on or before the Confirmation Date; (iv) contains a change 

of control or similar provision that would be triggered by the Chapter 11 Case (unless such 

provision has been irrevocably waived); or (v) is specifically designated as a contract or lease to 

be assumed in the Plan or the Plan Supplement, on the Confirmation Date, each Executory Contract 

and Unexpired Lease shall be deemed rejected pursuant to section 365 of the Bankruptcy Code, 

without the need for any further notice to or action, order, or approval of the Bankruptcy Court, 

unless such Executory Contract or Unexpired Lease is listed in the Plan Supplement. 

At any time on or prior to the Confirmation Date, the Debtor may (i) amend the Plan 

Supplement in order to add or remove a contract or lease from the list of contracts to be assumed 

or (ii) assign (subject to applicable law) any Executory Contract or Unexpired Lease, as determined 

by the Debtor in consultation with the Committee, or the Reorganized Debtor, as applicable. 

The Confirmation Order will constitute an order of the Bankruptcy Court approving the 

above-described assumptions, rejections, and assumptions and assignments. Except as otherwise 

provided herein or agreed to by the Debtor and the applicable counterparty, each assumed 

Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, 

restatements, or other agreements related thereto, and all rights related thereto. Modifications, 

amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired 

Leases that have been executed by the Debtor during the Chapter 11 Case shall not be deemed to 

alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, 

or amount of any Claims that may arise in connection therewith. To the extent applicable, no 

change of control (or similar provision) will be deemed to occur under any such Executory 

Contract or Unexpired Lease. 

If certain, but not all, of a contract counterparty’s Executory Contracts and/or Unexpired 

Leases are rejected pursuant to the Plan, the Confirmation Order shall be a determination that such 

counterparty’s Executory Contracts and/or Unexpired Leases that are being assumed pursuant to 

the Plan are severable agreements that are not integrated with those Executory Contracts and/or 

Unexpired Leases that are being rejected pursuant to the Plan. Parties seeking to contest this 

finding with respect to their Executory Contracts and/or Unexpired Leases must file a timely 

objection to the Plan on the grounds that their agreements are integrated and not severable, and 

any such dispute shall be resolved by the Bankruptcy Court at the Confirmation Hearing (to the 

extent not resolved by the parties prior to the Confirmation Hearing). 

Notwithstanding anything herein to the contrary, the Debtor shall assume or reject that 

certain real property lease with Crescent TC Investors L.P. (“Landlord”) for the Debtor’s 

headquarters located at 200/300 Crescent Ct., Suite #700, Dallas, Texas 75201 (the “Lease”) in 

accordance with the notice to Landlord, procedures and timing required by 11 U.S.C. §365(d)(4), 

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000973

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38 

as modified by that certain Agreed Order Granting Motion to Extend Time to Assume or Reject 

Unexpired Nonresidential Real Property Lease [Docket No. 1122]. 

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases 

Any Executory Contract or Unexpired Lease not assumed or rejected on or before the 

Confirmation Date shall be deemed rejected, pursuant to the Confirmation Order. Any Person 

asserting a Rejection Claim shall File a proof of claim within thirty days of the Confirmation Date. 

Any Rejection Claims that are not timely Filed pursuant to this Plan shall be forever disallowed 

and barred. If one or more Rejection Claims are timely Filed, the Claimant Trustee may File an 

objection to any Rejection Claim. 

Rejection Claims shall be classified as General Unsecured Claims and shall be treated in 

accordance with ARTICLE III of this Plan. 

C. Cure of Defaults for Assumed or Assigned Executory Contracts and Unexpired 

Leases 

Any monetary amounts by which any Executory Contract or Unexpired Lease to be 

assumed or assigned hereunder is in default shall be satisfied, under section 365(b)(1) of the 

Bankruptcy Code, by the Debtor upon assumption or assignment thereof, by payment of the default 

amount in Cash as and when due in the ordinary course or on such other terms as the parties to 

such Executory Contracts may otherwise agree. The Debtor may serve a notice on the Committee 

and parties to Executory Contracts or Unexpired Leases to be assumed or assigned reflecting the 

Debtor’s or Reorganized Debtor’s intention to assume or assign the Executory Contract or 

Unexpired Lease in connection with this Plan and setting forth the proposed cure amount (if any). 

If a dispute regarding (1) the amount of any payments to cure a default, (2) the ability of 

the Debtor, the Reorganized Debtor, or any assignee to provide “adequate assurance of future 

performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory 

Contract or Unexpired Lease to be assumed or assigned or (3) any other matter pertaining to 

assumption or assignment, the cure payments required by section 365(b)(1) of the Bankruptcy 

Code will be made following the entry of a Final Order or orders resolving the dispute and 

approving the assumption or assignment. 

Assumption or assignment of any Executory Contract or Unexpired Lease pursuant to the 

Plan or otherwise and full payment of any applicable cure amounts pursuant to this ARTICLE V.C 

shall result in the full release and satisfaction of any cure amounts, Claims, or defaults, whether 

monetary or nonmonetary, including defaults of provisions restricting the change in control or 

ownership interest composition or other bankruptcy-related defaults, arising under any assumed or 

assigned Executory Contract or Unexpired Lease at any time prior to the effective date of 

assumption or assignment. Any and all Proofs of Claim based upon Executory Contracts or 

Unexpired Leases that have been assumed or assigned in the Chapter 11 Case, including pursuant 

to the Confirmation Order, and for which any cure amounts have been fully paid pursuant to this 

ARTICLE V.C, shall be deemed disallowed and expunged as of the Confirmation Date without 

the need for any objection thereto or any further notice to or action, order, or approval of the 

Bankruptcy Court. 

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000974

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ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS 

A. Dates of Distributions 

Except as otherwise provided in this Plan, on the Effective Date or as soon as reasonably 

practicable thereafter (or if a Claim is not an Allowed Claim or Equity Interest on the Effective 

Date, on the date that such Claim or Equity Interest becomes an Allowed Claim or Equity Interest, 

or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim or Equity 

Interest against the Debtor shall receive the full amount of the distributions that this Plan provides 

for Allowed Claims or Allowed Equity Interests in the applicable Class and in the manner provided 

herein. If any payment or act under this Plan is required to be made or performed on a date that is 

not on a Business Day, then the making of such payment or the performance of such act may be 

completed on the next succeeding Business Day, but shall be deemed to have been completed as 

of the required date. If and to the extent there are Disputed Claims or Equity Interests, distributions 

on account of any such Disputed Claims or Equity Interests shall be made pursuant to the 

provisions provided in this Plan. Except as otherwise provided in this Plan, Holders of Claims and 

Equity Interests shall not be entitled to interest, dividends or accruals on the distributions provided 

for therein, regardless of whether distributions are delivered on or at any time after the Effective 

Date. 

Upon the Effective Date, all Claims and Equity Interests against the Debtor shall be deemed 

fixed and adjusted pursuant to this Plan and none of the Debtor, the Reorganized Debtor, or the 

Claimant Trust will have liability on account of any Claims or Equity Interests except as set forth 

in this Plan and in the Confirmation Order. All payments and all distributions made by the 

Distribution Agent under this Plan shall be in full and final satisfaction, settlement and release of 

all Claims and Equity Interests against the Debtor and the Reorganized Debtor. 

At the close of business on the Distribution Record Date, the transfer ledgers for the Claims 

against the Debtor and the Equity Interests in the Debtor shall be closed, and there shall be no 

further changes in the record holders of such Claims and Equity Interests. The Debtor, the 

Reorganized Debtor, the Trustees, and the Distribution Agent, and each of their respective agents, 

successors, and assigns shall have no obligation to recognize the transfer of any Claims against the 

Debtor or Equity Interests in the Debtor occurring after the Distribution Record Date and shall be 

entitled instead to recognize and deal for all purposes hereunder with only those record holders 

stated on the transfer ledgers as of the close of business on the Distribution Record Date 

irrespective of the number of distributions to be made under this Plan to such Persons or the date 

of such distributions. 

B. Distribution Agent 

Except as provided herein, all distributions under this Plan shall be made by the Claimant 

Trustee, as Distribution Agent, or by such other Entity designated by the Claimant Trustee, as a 

Distribution Agent on the Effective Date or thereafter. The Reorganized Debtor will be the 

Distribution Agent with respect to Claims in Class 1 through Class 7. 

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000975

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The Claimant Trustee, or such other Entity designated by the Claimant Trustee to be the 

Distribution Agent, shall not be required to give any bond or surety or other security for the 

performance of such Distribution Agent’s duties unless otherwise ordered by the Bankruptcy 

Court. 

The Distribution Agent shall be empowered to (a) effect all actions and execute all 

agreements, instruments, and other documents necessary to perform its duties under this Plan; 

(b) make all distributions contemplated hereby; (c) employ professionals to represent it with 

respect to its responsibilities; and (d) exercise such other powers as may be vested in the 

Distribution Agent by order of the Bankruptcy Court, pursuant to this Plan, or as deemed by the 

Distribution Agent to be necessary and proper to implement the provisions hereof. 

The Distribution Agent shall not have any obligation to make a particular distribution to a 

specific Holder of an Allowed Claim if such Holder is also the Holder of a Disputed Claim. 

C. Cash Distributions 

Distributions of Cash may be made by wire transfer from a domestic bank, except that Cash 

payments made to foreign creditors may be made in such funds and by such means as the 

Distribution Agent determines are necessary or customary in a particular foreign jurisdiction. 

D. Disputed Claims Reserve 

On or prior to the Initial Distribution Date, the Claimant Trustee shall establish, fund and 

maintain the Disputed Claims Reserve(s) in the appropriate Disputed Claims Reserve Amounts on 

account of any Disputed Claims. 

E. Distributions from the Disputed Claims Reserve 

The Disputed Claims Reserve shall at all times hold Cash in an amount no less than the 

Disputed Claims Reserve Amount. To the extent a Disputed Claim becomes an Allowed Claim 

pursuant to the terms of this Plan, within 30 days of the date on which such Disputed Claim 

becomes an Allowed Claim pursuant to the terms of this Plan, the Claimant Trustee shall distribute 

from the Disputed Claims Reserve to the Holder thereof any prior distributions, in Cash, that would 

have been made to such Allowed Claim if it had been Allowed as of the Effective Date. For the 

avoidance of doubt, each Holder of a Disputed Claim that subsequently becomes an Allowed 

Claim will also receive its Pro Rata share of the Claimant Trust Interests. If, upon the resolution 

of all Disputed Claims any Cash remains in the Disputed Claims Reserve, such Cash shall be 

transferred to the Claimant Trust and be deemed a Claimant Trust Asset. 

F. Rounding of Payments 

Whenever this Plan would otherwise call for, with respect to a particular Person, payment 

of a fraction of a dollar, the actual payment or distribution shall reflect a rounding of such fraction 

to the nearest whole dollar (up or down), with half dollars being rounded down. To the extent that 

Cash to be distributed under this Plan remains undistributed as a result of the aforementioned 

rounding, such Cash or stock shall be treated as “Unclaimed Property” under this Plan. 

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000976

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G. De Minimis Distribution 

Except as to any Allowed Claim that is Unimpaired under this Plan, none of the Debtor, 

the Reorganized Debtor, or the Distribution Agent shall have any obligation to make any Plan 

Distributions with a value of less than $100, unless a written request therefor is received by the 

Distribution Agent from the relevant recipient at the addresses set forth in ARTICLE VI.J hereof 

within 120 days after the later of the (i) Effective Date and (ii) the date such Claim becomes an 

Allowed Claim. De minimis distributions for which no such request is timely received shall revert 

to the Claimant Trust. Upon such reversion, the relevant Allowed Claim (and any Claim on 

account of missed distributions) shall be automatically deemed satisfied, discharged and forever 

barred, notwithstanding any federal or state escheat laws to the contrary. 

H. Distributions on Account of Allowed Claims 

Except as otherwise agreed by the Holder of a particular Claim or as provided in this Plan, 

all distributions shall be made pursuant to the terms of this Plan and the Confirmation Order. 

Except as otherwise provided in this Plan, distributions to any Holder of an Allowed Claim shall, 

to the extent applicable, be allocated first to the principal amount of any such Allowed Claim, as 

determined for U.S. federal income tax purposes and then, to the extent the consideration exceeds 

such amount, to the remainder of such Claim comprising accrued but unpaid interest, if any (but 

solely to the extent that interest is an allowable portion of such Allowed Claim). 

I. General Distribution Procedures 

The Distribution Agent shall make all distributions of Cash or other property required 

under this Plan, unless this Plan specifically provides otherwise. All Cash and other property held 

by the Debtor, the Reorganized Debtor, or the Claimant Trust, as applicable, for ultimate 

distribution under this Plan shall not be subject to any claim by any Person. 

J. Address for Delivery of Distributions 

Distributions to Holders of Allowed Claims, to the extent provided for under this Plan, 

shall be made (1) at the addresses set forth in any written notices of address change delivered to 

the Debtor and the Distribution Agent; (2) at the address set forth on any Proofs of Claim Filed by 

such Holders (to the extent such Proofs of Claim are Filed in the Chapter 11 Case), (2), or (3) at 

the addresses in the Debtor’s books and records. 

If there is any conflict or discrepancy between the addresses set forth in (1) through (3) in 

the foregoing sentence, then (i) the address in Section (2) shall control; (ii) if (2) does not apply, 

the address in (1) shall control, and (iii) if (1) does not apply, the address in (3) shall control. 

K. Undeliverable Distributions and Unclaimed Property 

If the distribution to the Holder of any Allowed Claim is returned to the Reorganized 

Debtor or the Claimant Trust as undeliverable, no further distribution shall be made to such Holder, 

and Distribution Agent shall not have any obligation to make any further distribution to the Holder, 

unless and until the Distribution Agent is notified in writing of such Holder’s then current address. 

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000977

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Any Entity that fails to claim any Cash within six months from the date upon which a 

distribution is first made to such Entity shall forfeit all rights to any distribution under this Plan 

and such Cash shall thereafter be deemed an Claimant Trust Asset in all respects and for all 

purposes. Entities that fail to claim Cash shall forfeit their rights thereto and shall have no claim 

whatsoever against the Debtor’s Estate, the Reorganized Debtor, the Claimant Trust, or against 

any Holder of an Allowed Claim to whom distributions are made by the Distribution Agent. 

L. Withholding Taxes 

In connection with this Plan, to the extent applicable, the Distribution Agent shall comply 

with all tax withholding and reporting requirements imposed on them by any Governmental Unit, 

and all distributions made pursuant to this Plan shall be subject to such withholding and reporting 

requirements. The Distribution Agent shall be entitled to deduct any U.S. federal, state or local 

withholding taxes from any Cash payments made with respect to Allowed Claims, as appropriate. 

As a condition to receiving any distribution under this Plan, the Distribution Agent may require 

that the Holder of an Allowed Claim entitled to receive a distribution pursuant to this Plan provide 

such Holder’s taxpayer identification number and such other information and certification as may 

be deemed necessary for the Distribution Agent to comply with applicable tax reporting and 

withholding laws. If a Holder fails to comply with such a request within one year, such distribution 

shall be deemed an unclaimed distribution. Any amounts withheld pursuant hereto shall be deemed 

to have been distributed to and received by the applicable recipient for all purposes of this Plan. 

M. Setoffs 

The Distribution Agent may, to the extent permitted under applicable law, set off against 

any Allowed Claim and any distributions to be made pursuant to this Plan on account of such 

Allowed Claim, the claims, rights and causes of action of any nature that the Debtor, the 

Reorganized Debtor, or the Distribution Agent may hold against the Holder of such Allowed Claim 

that are not otherwise waived, released or compromised in accordance with this Plan; provided, 

however, that neither such a setoff nor the allowance of any Claim hereunder shall constitute a 

waiver or release by the Debtor, the Reorganized Debtor, or the Claimant Trustee of any such 

claims, rights and causes of action that the Debtor, the Reorganized Debtor, or Claimant Trustee 

possesses against such Holder. Any Holder of an Allowed Claim subject to such setoff reserves 

the right to challenge any such setoff in the Bankruptcy Court or any other court with jurisdiction 

with respect to such challenge. 

N. Surrender of Cancelled Instruments or Securities 

As a condition precedent to receiving any distribution pursuant to this Plan on account of 

an Allowed Claim evidenced by negotiable instruments, securities, or notes canceled pursuant to 

ARTICLE IV of this Plan, the Holder of such Claim will tender the applicable negotiable 

instruments, securities, or notes evidencing such Claim (or a sworn affidavit identifying the 

negotiable instruments, securities, or notes formerly held by such Holder and certifying that they 

have been lost), to the Distribution Agent unless waived in writing by the Distribution Agent. 

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000978

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O. Lost, Stolen, Mutilated or Destroyed Securities 

In addition to any requirements under any applicable agreement and applicable law, any 

Holder of a Claim or Equity Interest evidenced by a security or note that has been lost, stolen, 

mutilated, or destroyed will, in lieu of surrendering such security or note to the extent required by 

this Plan, deliver to the Distribution Agent: (i) evidence reasonably satisfactory to the Distribution 

Agent of such loss, theft, mutilation, or destruction; and (ii) such security or indemnity as may be 

required by the Distribution Agent to hold such party harmless from any damages, liabilities, or 

costs incurred in treating such individual as a Holder of an Allowed Claim or Equity Interest. 

Upon compliance with ARTICLE VI.O of this Plan as determined by the Distribution Agent, by a 

Holder of a Claim evidenced by a security or note, such Holder will, for all purposes under this 

Plan, be deemed to have surrendered such security or note to the Distribution Agent. 

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT, 

UNLIQUIDATED AND DISPUTED CLAIMS 

A. Filing of Proofs of Claim 

Unless such Claim appeared in the Schedules and is not listed as disputed, contingent, or 

unliquidated, or such Claim has otherwise been Allowed or paid, each Holder of a Claim was 

required to file a Proof of Claim on or prior to the Bar Date. 

B. Disputed Claims 

Following the Effective Date, each of the Reorganized Debtor or the Claimant Trustee, as 

applicable, may File with the Bankruptcy Court an objection to the allowance of any Disputed 

Claim or Disputed Equity Interest, request the Bankruptcy Court subordinate any Claims to 

Subordinated Claims, or any other appropriate motion or adversary proceeding with respect to the 

foregoing by the Claims Objection Deadline or, at the discretion of the Reorganized Debtor or 

Claimant Trustee, as applicable, compromised, settled, withdrew or resolved without further order 

of the Bankruptcy Court, and (ii) unless otherwise provided in the Confirmation Order, the 

Reorganized Debtor or the Claimant Trust, as applicable, are authorized to settle, or withdraw any 

objections to, any Disputed Claim or Disputed Equity Interests following the Effective Date 

without further notice to creditors (other than the Entity holding such Disputed Claim or Disputed 

Equity Interest) or authorization of the Bankruptcy Court, in which event such Claim or Equity 

Interest shall be deemed to be an Allowed Claim or Equity Interest in the amount compromised 

for purposes of this Plan. 

C. Procedures Regarding Disputed Claims or Disputed Equity Interests 

No payment or other distribution or treatment shall be made on account of a Disputed 

Claim or Disputed Equity Interest unless and until such Disputed Claim or Disputed Equity Interest 

becomes an Allowed Claim or Equity Interests and the amount of such Allowed Claim or Equity 

Interest, as applicable, is determined by order of the Bankruptcy Court or by stipulation between 

the Reorganized Debtor or Claimant Trust, as applicable, and the Holder of the Claim or Equity 

Interest. 

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000979

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D. Allowance of Claims and Equity Interests 

Following the date on which a Disputed Claim or Disputed Equity Interest becomes an 

Allowed Claim or Equity Interest after the Distribution Date, the Distribution Agent shall make a 

distribution to the Holder of such Allowed Claim or Equity Interest in accordance with the Plan. 

1. Allowance of Claims 

After the Effective Date and subject to the other provisions of this Plan, the Reorganized 

Debtor or the Claimant Trust, as applicable, will have and will retain any and all rights and 

defenses under bankruptcy or nonbankruptcy law that the Debtor had with respect to any Claim. 

Except as expressly provided in this Plan or in any order entered in the Chapter 11 Case prior to 

the Effective Date (including, without limitation, the Confirmation Order), no Claim or Equity 

Interest will become an Allowed Claim or Equity Interest unless and until such Claim or Equity 

Interest is deemed Allowed under this Plan or the Bankruptcy Code or the Bankruptcy Court has 

entered an order, including, without limitation, the Confirmation Order, in the Chapter 11 Case 

allowing such Claim or Equity Interest. 

2. Estimation 

Subject to the other provisions of this Plan, the Debtor, prior to the Effective Date, and the 

Reorganized Debtor or the Claimant Trustee, as applicable, after the Effective Date, may, at any 

time, request that the Bankruptcy Court estimate (a) any Disputed Claim or Disputed Equity 

Interest pursuant to applicable law and in accordance with this Plan and (b) any contingent or 

unliquidated Claim pursuant to applicable law, including, without limitation, section 502(c) of the 

Bankruptcy Code, and the Bankruptcy Court will retain jurisdiction under 28 U.S.C. §§ 157 and 

1334 to estimate any Disputed Claim or Disputed Equity Interest, contingent Claim or unliquidated 

Claim, including during the litigation concerning any objection to any Claim or Equity Interest or 

during the pendency of any appeal relating to any such objection. All of the aforementioned 

objection, estimation and resolution procedures are cumulative and not exclusive of one another. 

Claims or Equity Interests may be estimated and subsequently compromised, settled, withdrawn 

or resolved by any mechanism approved by the Bankruptcy Court. The rights and objections of 

all parties are reserved in connection with any such estimation proceeding. 

3. Disallowance of Claims 

Any Claims or Equity Interests held by Entities from which property is recoverable under 

sections 542, 543, 550, or 553 of the Bankruptcy Code, or that are a transferee of a transfer 

avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy 

Code, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders 

of such Claims or Interests may not receive any distributions on account of such Claims or Interests 

until such time as such Causes of Action against that Entity have been settled or a Bankruptcy 

Court Order with respect thereto has been entered and all sums due, if any, to the Reorganized 

Debtor or the Claimant Trust, as applicable, by that Entity have been turned over or paid to the 

Reorganized Debtor or the Claimant Trust, as applicable. 

EXCEPT AS OTHERWISE PROVIDED HEREIN OR AS AGREED TO BY THE 

DEBTOR, REORGANIZED DEBTOR, OR CLAIMANT TRUSTEE, AS APPLICABLE, 

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000980

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ANY AND ALL PROOFS OF CLAIM FILED AFTER THE BAR DATE SHALL BE 

DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE 

WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF 

THE BANKRUPTCY COURT, AND HOLDERS OF SUCH CLAIMS MAY NOT 

RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS SUCH 

LATE PROOF OF CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL ORDER.

ARTICLE VIII.

EFFECTIVENESS OF THIS PLAN 

A. Conditions Precedent to the Effective Date 

The Effective Date of this Plan will be conditioned upon the satisfaction or waiver by the 

Debtor (and, to the extent such condition requires the consent of the Committee, the consent of the 

Committee with such consent not to be unreasonably withheld), pursuant to the provisions of 

ARTICLE VIII.B of this Plan of the following: 

x This Plan and the Plan Documents, including the Claimant Trust Agreement and the 

Reorganized Limited Partnership Agreement, and all schedules, documents, 

supplements and exhibits to this Plan shall have been Filed in form and substance 

reasonably acceptable to the Debtor and the Committee. 

x The Confirmation Order shall have become a Final Order and shall be in form and 

substance reasonably acceptable to the Debtor and the Committee. The Confirmation 

Order shall provide that, among other things, (i) the Debtor, the Reorganized Debtor, 

the Claimant Trustee, or the Litigation Trustee are authorized to take all actions 

necessary or appropriate to effectuate and consummate this Plan, including, without 

limitation, (a) entering into, implementing, effectuating, and consummating the 

contracts, instruments, releases, and other agreements or documents created in 

connection with or described in this Plan, (b) assuming the Executory Contracts and 

Unexpired Leases set forth in the Plan Supplement, (c) making all distributions and 

issuances as required under this Plan; and (d) entering into any transactions as set forth 

in the Plan Documents; (ii) the provisions of the Confirmation Order and this Plan are 

nonseverable and mutually dependent; (iii) the implementation of this Plan in 

accordance with its terms is authorized; (iv) pursuant to section 1146 of the Bankruptcy 

Code, the delivery of any deed or other instrument or transfer order, in furtherance of, 

or in connection with this Plan, including any deeds, bills of sale, or assignments 

executed in connection with any disposition or transfer of Assets contemplated under 

this Plan, shall not be subject to any Stamp or Similar Tax; and (v) the vesting of the 

Claimant Trust Assets in the Claimant Trust and the Reorganized Debtor Assets in the 

Reorganized Debtor, in each case as of the Effective Date free and clear of liens and 

claims to the fullest extent permissible under applicable law pursuant to section 1141(c) 

of the Bankruptcy Code except with respect to such Liens, Claims, charges and other 

encumbrances that are specifically preserved under this Plan upon the Effective Date. 

x All documents and agreements necessary to implement this Plan, including without 

limitation, the Reorganized Limited Partnership Agreement, the Claimant Trust 

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000981

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46 

Agreement, and the New GP LLC Documents, in each case in form and substance 

reasonably acceptable to the Debtor and the Committee, shall have (a) been tendered 

for delivery, and (b) been effected by, executed by, or otherwise deemed binding upon, 

all Entities party thereto and shall be in full force and effect. All conditions precedent 

to such documents and agreements shall have been satisfied or waived pursuant to the 

terms of such documents or agreements. 

x All authorizations, consents, actions, documents, approvals (including any 

governmental approvals), certificates and agreements necessary to implement this Plan, 

including, without limitation, the Reorganized Limited Partnership Agreement, the 

Claimant Trust Agreement, and the New GP LLC Documents, shall have been 

obtained, effected or executed and delivered to the required parties and, to the extent 

required, filed with the applicable governmental units in accordance with applicable 

laws and any applicable waiting periods shall have expired without any action being 

taken or threatened by any competent authority that would restrain or prevent 

effectiveness or consummation of the Restructuring. 

x The Debtor shall have obtained applicable directors’ and officers’ insurance coverage 

that is acceptable to each of the Debtor, the Committee, the Claimant Trust Oversight 

Committee, the Claimant Trustee and the Litigation Trustee. 

x The Professional Fee Reserve shall be funded pursuant to this Plan in an amount 

determined by the Debtor in good faith. 

B. Waiver of Conditions 

The conditions to effectiveness of this Plan set forth in this ARTICLE VIII (other than that 

the Confirmation Order shall have been entered) may be waived in whole or in part by the Debtor 

(and, to the extent such condition requires the consent of the Committee, the consent of the 

Committee), without notice, leave or order of the Bankruptcy Court or any formal action other 

than proceeding to confirm or effectuate this Plan. The failure to satisfy or waive a condition to 

the Effective Date may be asserted by the Debtor regardless of the circumstances giving rise to the 

failure of such condition to be satisfied. The failure of the Debtor to exercise any of the foregoing 

rights will not be deemed a waiver of any other rights, and each right will be deemed an ongoing 

right that may be asserted at any time by the Debtor, the Reorganized Debtor, or the Claimant 

Trust, as applicable. 

C. Dissolution of the Committee 

On the Effective Date, the Committee will dissolve, and the members of the Committee 

and the Committee’s Professionals will cease to have any role arising from or relating to the 

Chapter 11 Case, except in connection with final fee applications of Professionals for services 

rendered prior to the Effective Date (including the right to object thereto). The Professionals 

retained by the Committee and the members thereof will not be entitled to assert any fee claims 

for any services rendered to the Committee or expenses incurred in the service of the Committee 

after the Effective Date, except for reasonable fees for services rendered, and actual and necessary 

costs incurred, in connection with any applications for allowance of Professional Fees pending on 

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000982

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47 

the Effective Date or filed and served after the Effective Date pursuant to the Plan. Nothing in the 

Plan shall prohibit or limit the ability of the Debtor’s or Committee’s Professionals to represent 

either of the Trustees or to be compensated or reimbursed per the Plan and the Claimant Trust 

Agreement in connection with such representation. 

ARTICLE IX.

EXCULPATION, INJUNCTION AND RELATED PROVISIONS 

A. General 

Notwithstanding anything contained in the Plan to the contrary, the allowance, 

classification and treatment of all Allowed Claims and Equity Interests and their respective 

distributions and treatments under the Plan shall take into account the relative priority and rights 

of the Claims and the Equity Interests in each Class in connection with any contractual, legal and 

equitable subordination rights relating thereto whether arising under general principles of equitable 

subordination, section 510 of the Bankruptcy Code, or otherwise. 

B. Discharge of Claims 

To the fullest extent provided under section 1141(d)(1)(A) and other applicable provisions 

of the Bankruptcy Code, except as otherwise expressly provided by this Plan or the Confirmation 

Order, all consideration distributed under this Plan will be in exchange for, and in complete 

satisfaction, settlement, discharge, and release of, all Claims and Equity Interests of any kind or 

nature whatsoever against the Debtor or any of its Assets or properties, and regardless of whether 

any property will have been distributed or retained pursuant to this Plan on account of such Claims 

or Equity Interests. Except as otherwise expressly provided by this Plan or the Confirmation 

Order, upon the Effective Date, the Debtor and its Estate will be deemed discharged and released 

under and to the fullest extent provided under section 1141(d)(1)(A) and other applicable 

provisions of the Bankruptcy Code from any and all Claims and Equity Interests of any kind or 

nature whatsoever, including, but not limited to, demands and liabilities that arose before the 

Confirmation Date, and all debts of the kind specified in section 502(g), 502(h), or 502(i) of the 

Bankruptcy Code. 

C. Exculpation 

Subject in all respects to ARTICLE XII.D of this Plan, to the maximum extent permitted 

by applicable law, no Exculpated Party will have or incur, and each Exculpated Party is hereby 

exculpated from, any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of 

Action, remedy, loss, and liability for conduct occurring on or after the Petition Date in connection 

with or arising out of (i) the filing and administration of the Chapter 11 Case; (ii) the negotiation 

and pursuit of the Disclosure Statement, the Plan, or the solicitation of votes for, or confirmation 

of, the Plan; (iii) the funding or consummation of the Plan (including the Plan Supplement) or any 

related agreements, instruments, or other documents, the solicitation of votes on the Plan, the offer, 

issuance, and Plan Distribution of any securities issued or to be issued pursuant to the Plan, 

including the Claimant Trust Interests, whether or not such Plan Distributions occur following the 

Effective Date; (iv) the implementation of the Plan; and (v) any negotiations, transactions, and 

documentation in connection with the foregoing clauses (i)-(iv); provided, however, the foregoing 

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000983

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48 

will not apply to (a) any acts or omissions of an Exculpated Party arising out of or related to acts 

or omissions that constitute bad faith, fraud, gross negligence, criminal misconduct, or willful 

misconduct or (b) Strand or any Employee other than with respect to actions taken by such Entities 

from the date of appointment of the Independent Directors through the Effective Date. This 

exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, 

exculpations, any other applicable law or rules, or any other provisions of this Plan, including 

ARTICLE IV.C.2, protecting such Exculpated Parties from liability. 

D. Releases by the Debtor 

On and after the Effective Date, each Released Party is deemed to be, hereby conclusively, 

absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtor and 

the Estate, in each case on behalf of themselves and their respective successors, assigns, and 

representatives, including, but not limited to, the Claimant Trust and the Litigation Sub-Trust from 

any and all Causes of Action, including any derivative claims, asserted on behalf of the Debtor, 

whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter 

arising, in law, equity, contract, tort or otherwise, that the Debtor or the Estate would have been 

legally entitled to assert in their own right (whether individually or collectively) or on behalf of 

the holder of any Claim against, or Interest in, a Debtor or other Person. 

Notwithstanding anything contained herein to the contrary, the foregoing release does not 

release: (i) any obligations of any party under the Plan or any document, instrument, or agreement 

executed to implement the Plan, (ii) the rights or obligations of any current employee of the Debtor 

under any employment agreement or plan, (iii) the rights of the Debtor with respect to any 

confidentiality provisions or covenants restricting competition in favor of the Debtor under any 

employment agreement with a current or former employee of the Debtor, (iv) any Avoidance 

Actions, or (v) any Causes of Action arising from willful misconduct, criminal misconduct, actual 

fraud, or gross negligence of such applicable Released Party as determined by Final Order of the 

Bankruptcy Court or any other court of competent jurisdiction. 

Notwithstanding anything herein to the contrary, any release provided pursuant to this 

ARTICLE IX.D (i) with respect to a Senior Employee, is conditioned in all respects on (a) such 

Senior Employee executing a Senior Employee Stipulation on or prior to the Effective Date and 

(b) the reduction of such Senior Employee’s Allowed Claim as set forth in the Senior Employee 

Stipulation (such amount, the “Reduced Employee Claim”), and (ii) with respect to any Employee, 

including a Senior Employee, shall be deemed null and void and of no force and effect (1) if there 

is more than one member of the Claimant Trust Oversight Committee who does not represent 

entities holding a Disputed or Allowed Claim (the “Independent Members”), the Claimant Trustee 

and the Independent Members by majority vote determine or (2) if there is only one Independent 

Member, the Independent Member after discussion with the Claimant Trustee, determines (in each 

case after discussing with the full Claimant Trust Oversight Committee) that such Employee 

(regardless of whether the Employee is then currently employed by the Debtor, the Reorganized 

Debtor, or the Claimant Trustee): 

x sues, attempts to sue, or threatens or works with or assists any entity or person to sue, 

attempt to sue, or threaten the Reorganized Debtor, the Claimant Trust, the Litigation 

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000984

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Sub-Trust, or any of their respective employees or agents, or any Released Party on or 

in connection with any claim or cause of action arising prior to the Effective Date, 

x has taken any action that, impairs or harms the value of the Claimant Trust Assets or 

the Reorganized Debtor Assets, or 

x (x) upon the request of the Claimant Trustee, has failed to provide reasonable assistance 

in good faith to the Claimant Trustee or the Reorganized Debtor with respect to (1) the 

monetization of the Claimant Trust Assets or Reorganized Debtor Assets, as applicable, 

or (2) the resolution of Claims, or (y) has taken any action that impedes or frustrates 

the Claimant Trustee or the Reorganized Debtor with respect to any of the foregoing. 

Provided, however, that the release provided pursuant to this ARTICLE IX.D will vest and the 

Employee will be indefeasibly released pursuant to this ARTICLE IX.D if such Employee’s 

release has not been deemed null and void and of no force and effect on or prior to the date that is 

the date of dissolution of the Claimant Trust pursuant to the Claimant Trust Agreement. 

By executing the Senior Employee Stipulation embodying this release, each Senior 

Employee acknowledges and agrees, without limitation, to the terms of this release and the tolling 

agreement contained in the Senior Employee Stipulation. 

The provisions of this release and the execution of a Senior Employee Stipulation will not 

in any way prevent or limit any Employee from (i) prosecuting its Claims, if any, against the 

Debtor’s Estate, (ii) defending him or herself against any claims or causes of action brought against 

the Employee by a third party, or (iii) assisting other persons in defending themselves from any 

Estate Claims brought by the Litigation Trustee (but only with respect to Estate Claims brought 

by the Litigation Trustee and not collection or other actions brought by the Claimant Trustee). 

E. Preservation of Rights of Action 

1. Maintenance of Causes of Action 

Except as otherwise provided in this Plan, after the Effective Date, the Reorganized Debtor 

or the Claimant Trust will retain all rights to commence, pursue, litigate or settle, as appropriate, 

any and all Causes of Action included in the Reorganized Debtor Assets or Claimant Trust Assets, 

as applicable, whether existing as of the Petition Date or thereafter arising, in any court or other 

tribunal including, without limitation, in an adversary proceeding Filed in the Chapter 11 Case 

and, as the successors in interest to the Debtor and the Estate, may, and will have the exclusive 

right to, enforce, sue on, settle, compromise, transfer or assign (or decline to do any of the 

foregoing) any or all of the Causes of Action without notice to or approval from the Bankruptcy 

Court. 

2. Preservation of All Causes of Action Not Expressly Settled or Released 

Unless a Cause of Action against a Holder of a Claim or an Equity Interest or other Entity 

is expressly waived, relinquished, released, compromised or settled in this Plan or any Final Order 

(including, without limitation, the Confirmation Order), such Cause of Action is expressly reserved 

for later adjudication by the Reorganized Debtor or Claimant Trust, as applicable (including, 

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000985

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50 

without limitation, Causes of Action not specifically identified or of which the Debtor may 

presently be unaware or that may arise or exist by reason of additional facts or circumstances 

unknown to the Debtor at this time or facts or circumstances that may change or be different from 

those the Debtor now believes to exist) and, therefore, no preclusion doctrine, including, without 

limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, 

waiver, estoppel (judicial, equitable or otherwise) or laches will apply to such Causes of Action as 

a consequence of the confirmation, effectiveness, or consummation of this Plan based on the 

Disclosure Statement, this Plan or the Confirmation Order, except where such Causes of Action 

have been expressly released in this Plan or any other Final Order (including, without limitation, 

the Confirmation Order). In addition, the right of the Reorganized Debtor or the Claimant Trust 

to pursue or adopt any claims alleged in any lawsuit in which the Debtor is a plaintiff, defendant 

or an interested party, against any Entity, including, without limitation, the plaintiffs or codefendants in such lawsuits, is expressly reserved. 

F. Injunction 

Upon entry of the Confirmation Order, all Enjoined Parties are and shall be 

permanently enjoined, on and after the Effective Date, from taking any actions to interfere 

with the implementation or consummation of the Plan. 

Except as expressly provided in the Plan, the Confirmation Order, or a separate order 

of the Bankruptcy Court, all Enjoined Parties are and shall be permanently enjoined, on and 

after the Effective Date, with respect to any Claims and Equity Interests, from directly or 

indirectly (i) commencing, conducting, or continuing in any manner any suit, action, or other 

proceeding of any kind (including any proceeding in a judicial, arbitral, administrative or 

other forum) against or affecting the Debtor or the property of the Debtor, (ii) enforcing, 

levying, attaching (including any prejudgment attachment), collecting, or otherwise 

recovering, enforcing, or attempting to recover or enforce, by any manner or means, any 

judgment, award, decree, or order against the Debtor or the property of the Debtor, (iii) 

creating, perfecting, or otherwise enforcing in any manner, any security interest, lien or 

encumbrance of any kind against the Debtor or the property of the Debtor, (iv) asserting any 

right of setoff, directly or indirectly, against any obligation due to the Debtor or against 

property or interests in property of the Debtor, except to the limited extent permitted under 

Sections 553 and 1141 of the Bankruptcy Code, and (v) acting or proceeding in any manner, 

in any place whatsoever, that does not conform to or comply with the provisions of the Plan. 

The injunctions set forth herein shall extend to, and apply to any act of the type set 

forth in any of clauses (i)-(v) of the immediately preceding paragraph against any successors 

of the Debtor, including, but not limited to, the Reorganized Debtor, the Litigation SubTrust, and the Claimant Trust and their respective property and interests in property. 

Subject in all respects to ARTICLE XII.D, no Enjoined Party may commence or 

pursue a claim or cause of action of any kind against any Protected Party that arose or arises 

from or is related to the Chapter 11 Case, the negotiation of the Plan, the administration of 

the Plan or property to be distributed under the Plan, the wind down of the business of the 

Debtor or Reorganized Debtor, the administration of the Claimant Trust or the Litigation 

Sub-Trust, or the transactions in furtherance of the foregoing without the Bankruptcy Court 

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000986

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51 

(i) first determining, after notice and a hearing, that such claim or cause of action represents 

a colorable claim of any kind, including, but not limited to, negligence, bad faith, criminal 

misconduct, willful misconduct, fraud, or gross negligence against a Protected Party and (ii) 

specifically authorizing such Enjoined Party to bring such claim or cause of action against 

any such Protected Party; provided, however, the foregoing will not apply to a claim or cause 

of action against Strand or against any Employee other than with respect to actions taken, 

respectively, by Strand or by such Employee from the date of appointment of the 

Independent Directors through the Effective Date. The Bankruptcy Court will have sole and 

exclusive jurisdiction to determine whether a claim or cause of action is colorable and, only 

to the extent legally permissible and as provided for in ARTICLE XI, shall have jurisdiction 

to adjudicate the underlying colorable claim or cause of action. 

G. Duration of Injunctions and Stays 

ARTICLE II. Unless otherwise provided in this Plan, in the Confirmation Order, or 

in a Final Order of the Bankruptcy Court, (i) all injunctions and stays entered during the 

Chapter 11 Case and in existence on the Confirmation Date shall remain in full force and 

effect in accordance with their terms; and (ii) the automatic stay arising under section 362 

of the Bankruptcy Code shall remain in full force and effect subject to Section 362(c) of the 

Bankruptcy Code, and to the extent necessary if the Debtor does not receive a discharge, the 

Court will enter an equivalent order under Section 105. 

H. Continuance of January 9 Order 

Unless otherwise provided in this Plan, in the Confirmation Order, or in a Final Order of 

the Bankruptcy Court, the restrictions set forth in paragraphs 9 and 10 of the Order Approving 

Settlement with Official Committee of Unsecured Creditors Regarding Governance of the Debtor 

and Procedures for Operations in the Ordinary Course, entered by the Bankruptcy Court on 

January 9, 2020 [D.I. 339] shall remain in full force and effect following the Effective Date. 

ARTICLE X.

BINDING NATURE OF PLAN 

On the Effective Date, and effective as of the Effective Date, the Plan, including, without 

limitation, the provisions in ARTICLE IX, will bind, and will be deemed binding upon, all Holders 

of Claims against and Equity Interests in the Debtor and such Holder’s respective successors and 

assigns, to the maximum extent permitted by applicable law, notwithstanding whether or not such 

Holder will receive or retain any property or interest in property under the Plan. All Claims and 

Debts shall be fixed and adjusted pursuant to this Plan. The Plan shall also bind any taxing 

authority, recorder of deeds, or similar official for any county, state, Governmental Unit or parish 

in which any instrument related to the Plan or related to any transaction contemplated thereby is 

to be recorded with respect to nay taxes of the kind specified in Bankruptcy Code section 1146(a). 

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Exhibit 19 Page 250 of 266

000987

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ARTICLE XI.

RETENTION OF JURISDICTION 

Pursuant to sections 105 and 1142 of the Bankruptcy Code and notwithstanding the entry 

of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall, 

after the Effective Date, retain such jurisdiction over the Chapter 11 Case and all Entities with 

respect to all matters related to the Chapter 11 Case, the Reorganized Debtor, the Claimant Trust, 

and this Plan to the maximum extent legally permissible, including, without limitation, jurisdiction 

to: 

x allow, disallow, determine, liquidate, classify, estimate or establish the priority, 

secured, unsecured, or subordinated status of any Claim or Equity Interest, including, 

without limitation, the resolution of any request for payment of any Administrative 

Expense Claim and the resolution of any and all objections to the allowance or priority 

of any Claim or Equity Interest; 

x grant or deny any applications for allowance of compensation or reimbursement of 

expenses authorized pursuant to the Bankruptcy Code or this Plan, for periods ending 

on or before the Effective Date; provided, however, that, from and after the Effective 

Date, the Reorganized Debtor shall pay Professionals in the ordinary course of business 

for any work performed after the Effective Date subject to the terms of this Plan and 

the Confirmation Order, and such payment shall not be subject to the approval of the 

Bankruptcy Court; 

x resolve any matters related to the assumption, assignment or rejection of any Executory 

Contract or Unexpired Lease to which the Debtor is party or with respect to which the 

Debtor, Reorganized Debtor, or Claimant Trust may be liable and to adjudicate and, if 

necessary, liquidate, any Claims arising therefrom, including, without limitation, any 

dispute regarding whether a contract or lease is or was executory or expired; 

x make any determination with respect to a claim or cause of action against a Protected 

Party as set forth in ARTICLE IX; 

x resolve any claim or cause of action against an Exculpated Party or Protected Party 

arising from or related to the Chapter 11 Case, the negotiation of this Plan, the 

administration of the Plan or property to be distributed under the Plan, the wind down 

of the business of the Debtor or Reorganized Debtor, or the transactions in furtherance 

of the foregoing; 

x if requested by the Reorganized Debtor or the Claimant Trustee, authorize, approve, 

and allow any sale, disposition, assignment or other transfer of the Reorganized Debtor 

Assets or Claimant Trust Assets, including any break-up compensation or expense 

reimbursement that may be requested by a purchaser thereof; provided, however, that 

neither the Reorganized Debtor nor the Claimant Trustee shall be required to seek such 

authority or approval from the Bankruptcy Court unless otherwise specifically required 

by this Plan or the Confirmation Order; 

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000988

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x if requested by the Reorganized Debtor or the Claimant Trustee, authorize, approve, 

and allow any borrowing or the incurrence of indebtedness, whether secured or 

unsecured by the Reorganized Debtor or Claimant Trust; provided, however, that 

neither the Reorganized Debtor nor the Claimant Trustee shall be required to seek such 

authority or approval from the Bankruptcy Court unless otherwise specifically required 

by this Plan or the Confirmation Order; 

x resolve any issues related to any matters adjudicated in the Chapter 11 Case; 

x ensure that distributions to Holders of Allowed Claims and Allowed Equity Interests 

are accomplished pursuant to the provisions of this Plan; 

x decide or resolve any motions, adversary proceedings, contested or litigated matters 

and any other Causes of Action (including Estate Claims) that are pending as of the 

Effective Date or that may be commenced in the future, including approval of any 

settlements, compromises, or other resolutions as may be requested by the Debtor, the 

Reorganized Debtor, the Claimant Trustee, or the Litigation Trustee whether under 

Bankruptcy Rule 9019 or otherwise, and grant or deny any applications involving the 

Debtor that may be pending on the Effective Date or instituted by the Reorganized 

Debtor, the Claimant Trustee, or Litigation Trustee after the Effective Date, provided 

that the Reorganized Debtor, the Claimant Trustee, and the Litigation Trustee shall 

reserve the right to commence actions in all appropriate forums and jurisdictions; 

x enter such orders as may be necessary or appropriate to implement, effectuate, or 

consummate the provisions of this Plan, the Plan Documents, and all other contracts, 

instruments, releases, and other agreements or documents adopted in connection with 

this Plan, the Plan Documents, or the Disclosure Statement; 

x resolve any cases, controversies, suits or disputes that may arise in connection with the 

implementation, effectiveness, consummation, interpretation, or enforcement of this 

Plan or any Entity’s obligations incurred in connection with this Plan; 

x issue injunctions and enforce them, enter and implement other orders or take such other 

actions as may be necessary or appropriate to restrain interference by any Entity with 

implementation, effectiveness, consummation, or enforcement of this Plan, except as 

otherwise provided in this Plan; 

x enforce the terms and conditions of this Plan and the Confirmation Order; 

x resolve any cases, controversies, suits or disputes with respect to the release, 

exculpation, indemnification, and other provisions contained herein and enter such 

orders or take such others actions as may be necessary or appropriate to implement or 

enforce all such releases, injunctions and other provisions; 

x enter and implement such orders or take such others actions as may be necessary or 

appropriate if the Confirmation Order is modified, stayed, reversed, revoked or 

vacated; 

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000989

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x resolve any other matters that may arise in connection with or relate to this Plan, the 

Disclosure Statement, the Confirmation Order, the Plan Documents, or any contract, 

instrument, release, indenture or other agreement or document adopted in connection 

with this Plan or the Disclosure Statement; and 

x enter an order concluding or closing the Chapter 11 Case after the Effective Date. 

ARTICLE XII.

MISCELLANEOUS PROVISIONS 

A. Payment of Statutory Fees and Filing of Reports 

All outstanding Statutory Fees shall be paid on the Effective Date. All such fees payable, 

and all such fees that become due and payable, after the Effective Date shall be paid by the 

Reorganized Debtor when due or as soon thereafter as practicable until the Chapter 11 Case is 

closed, converted, or dismissed. The Claimant Trustee shall File all quarterly reports due prior to 

the Effective Date when they become due, in a form reasonably acceptable to the U.S. Trustee. 

After the Effective Date, the Claimant Trustee shall File with the Bankruptcy Court quarterly 

reports when they become due, in a form reasonably acceptable to the U.S. Trustee. The 

Reorganized Debtor shall remain obligated to pay Statutory Fees to the Office of the U.S. Trustee 

until the earliest of the Debtor’s case being closed, dismissed, or converted to a case under chapter 

7 of the Bankruptcy Code. 

B. Modification of Plan 

Effective as of the date hereof and subject to the limitations and rights contained in this 

Plan: (a) the Debtor reserves the right, in accordance with the Bankruptcy Code and the 

Bankruptcy Rules, to amend or modify this Plan prior to the entry of the Confirmation Order with 

the consent of the Committee, such consent not to be unreasonably withheld; and (b) after the entry 

of the Confirmation Order, the Debtor may, after notice and hearing and entry of an order of the 

Bankruptcy Court, amend or modify this Plan, in accordance with section 1127(b) of the 

Bankruptcy Code or remedy any defect or omission or reconcile any inconsistency in this Plan in 

such manner as may be necessary to carry out the purpose and intent of this Plan. 

C. Revocation of Plan 

The Debtor reserves the right to revoke or withdraw this Plan prior to the Confirmation 

Date and to File a subsequent chapter 11 plan with the consent of the Committee. If the Debtor 

revokes or withdraws this Plan prior to the Confirmation Date, then: (i) this Plan shall be null and 

void in all respects; (ii) any settlement or compromise embodied in this Plan, assumption of 

Executory Contracts or Unexpired Leases effected by this Plan and any document or agreement 

executed pursuant hereto shall be deemed null and void except as may be set forth in a separate 

order entered by the Bankruptcy Court; and (iii) nothing contained in this Plan shall: (a) constitute 

a waiver or release of any Claims by or against, or any Equity Interests in, the Debtor or any other 

Entity; (b) prejudice in any manner the rights of the Debtor or any other Entity; or (c) constitute 

an admission, acknowledgement, offer or undertaking of any sort by the Debtor or any other Entity. 

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000990

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D. Obligations Not Changed 

Notwithstanding anything in this Plan to the contrary, nothing herein will affect or 

otherwise limit or release any non-Debtor Entity’s (including any Exculpated Party’s) duties or 

obligations, including any contractual and indemnification obligations, to the Debtor, the 

Reorganized Debtor, or any other Entity whether arising under contract, statute, or otherwise. 

E. Entire Agreement

Except as otherwise described herein, this Plan supersedes all previous and 

contemporaneous negotiations, promises, covenants, agreements, understandings, and 

representations on such subjects, all of which have become merged and integrated into this Plan. 

F. Closing of Chapter 11 Case

The Claimant Trustee shall, after the Effective Date and promptly after the full 

administration of the Chapter 11 Case, File with the Bankruptcy Court all documents required by 

Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 

Case. 

G. Successors and Assigns 

This Plan shall be binding upon and inure to the benefit of the Debtor and its successors 

and assigns, including, without limitation, the Reorganized Debtor and the Claimant Trustee. The 

rights, benefits, and obligations of any Person or Entity named or referred to in this Plan shall be 

binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, or assign 

of such Person or Entity. 

H. Reservation of Rights 

Except as expressly set forth herein, this Plan shall have no force or effect unless and until 

the Bankruptcy Court enters the Confirmation Order and the Effective Date occurs. Neither the 

filing of this Plan, any statement or provision contained herein, nor the taking of any action by the 

Debtor, the Reorganized Debtor, the Claimant Trustee, or any other Entity with respect to this Plan 

shall be or shall be deemed to be an admission or waiver of any rights of: (1) the Debtor, the 

Reorganized Debtor, or the Claimant Trustee with respect to the Holders of Claims or Equity 

Interests or other Entity; or (2) any Holder of a Claim or an Equity Interest or other Entity prior to 

the Effective Date. 

Neither the exclusion or inclusion by the Debtor of any contract or lease on any exhibit, 

schedule, or other annex to this Plan or in the Plan Documents, nor anything contained in this Plan, 

will constitute an admission by the Debtor that any such contract or lease is or is not an executory 

contract or lease or that the Debtor, the Reorganized Debtor, the Claimant Trustee, or their 

respective Affiliates has any liability thereunder. 

Except as explicitly provided in this Plan, nothing herein shall waive, excuse, limit, 

diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the 

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 254 of 266

000991

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 141 of 242 PageID 1085
56 

Debtor, the Reorganized Debtor, or the Claimant Trustee under any executory or non-executory 

contract. 

Nothing in this Plan will increase, augment, or add to any of the duties, obligations, 

responsibilities, or liabilities of the Debtor, the Reorganized Debtor, or the Claimant Trustee, as 

applicable, under any executory or non-executory contract or lease. 

If there is a dispute regarding whether a contract or lease is or was executory at the time of 

its assumption under this Plan, the Debtor, the Reorganized Debtor, or the Claimant Trustee, as 

applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to 

alter their treatment of such contract. 

I. Further Assurances 

The Debtor, the Reorganized Debtor, or the Claimant Trustee, as applicable, all Holders of 

Claims and Equity Interests receiving distributions hereunder, and all other Entities shall, from 

time to time, prepare, execute and deliver any agreements or documents and take any other actions 

as may be necessary or advisable to effectuate the provisions and intent of this Plan or the 

Confirmation Order. On or before the Effective Date, the Debtor shall File with the Bankruptcy 

Court all agreements and other documents that may be necessary or appropriate to effectuate and 

further evidence the terms and conditions hereof. 

J. Severability 

If, prior to the Confirmation Date, any term or provision of this Plan is determined by the 

Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court will have the power 

to alter and interpret such term or provision to make it valid or enforceable to the maximum extent 

practicable, consistent with the original purpose of the term or provision held to be invalid, void, 

or unenforceable, and such term or provision will then be applicable as altered or interpreted. 

Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and 

provisions of this Plan will remain in full force and effect and will in no way be affected, impaired, 

or invalidated by such holding, alteration, or interpretation. The Confirmation Order will 

constitute a judicial determination and will provide that each term and provision of this Plan, as it 

may have been altered or interpreted in accordance with the foregoing, is valid and enforceable 

pursuant to its terms. 

K. Service of Documents 

All notices, requests, and demands to or upon the Debtor, the Reorganized Debtor, or the 

Claimant Trustee to be effective shall be in writing and, unless otherwise expressly provided 

herein, shall be deemed to have been duly given or made when actually delivered addressed as 

follows: 

If to the Claimant Trust: 

Highland Claimant Trust 

c/o Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 255 of 266

000992

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 142 of 242 PageID 1086
57 

Dallas, Texas 75201 

Attention: James P. Seery, Jr. 

If to the Debtor: 

Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

Dallas, Texas 75201 

Attention: James P. Seery, Jr. 

with copies to: 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Attn: Jeffrey N. Pomerantz, Esq. 

 Ira D. Kharasch, Esq. 

 Gregory V. Demo, Esq. 

If to the Reorganized Debtor: 

Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

Dallas, Texas 75201 

Attention: James P. Seery, Jr. 

with copies to: 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Attn: Jeffrey N. Pomerantz, Esq. 

 Ira D. Kharasch, Esq. 

 Gregory V. Demo, Esq. 

L. Exemption from Certain Transfer Taxes Pursuant to Section 1146(a) of the 

Bankruptcy Code 

To the extent permitted by applicable law, pursuant to section 1146(a) of the Bankruptcy 

Code, any transfers of property pursuant hereto shall not be subject to any Stamp or Similar Tax 

or governmental assessment in the United States, and the Confirmation Order shall direct the 

appropriate federal, state or local governmental officials or agents or taxing authority to forego the 

collection of any such Stamp or Similar Tax or governmental assessment and to accept for filing 

and recordation instruments or other documents pursuant to such transfers of property without the 

payment of any such Stamp or Similar Tax or governmental assessment. Such exemption 

specifically applies, without limitation, to (i) all actions, agreements and documents necessary to 

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Exhibit 19 Page 256 of 266

000993

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 143 of 242 PageID 1087
58 

evidence and implement the provisions of and the distributions to be made under this Plan; (ii) the 

maintenance or creation of security or any Lien as contemplated by this Plan; and (iii) assignments, 

sales, or transfers executed in connection with any transaction occurring under this Plan. 

M. Governing Law 

Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal 

law is applicable, or to the extent that an exhibit or schedule to this Plan provides otherwise, the 

rights and obligations arising under this Plan shall be governed by, and construed and enforced 

in accordance with, the laws of Texas, without giving effect to the principles of conflicts of law 

of such jurisdiction; provided, however, that corporate governance matters relating to the 

Debtor, the Reorganized Debtor, New GP LLC, or the Claimant Trust, as applicable, shall be 

governed by the laws of the state of organization of the Debtor, the Reorganized Debtor, New 

GP LLC, or the Claimant Trustee, as applicable. 

N. Tax Reporting and Compliance 

The Debtor is hereby authorized to request an expedited determination under 

section 505(b) of the Bankruptcy Code of the tax liability of the Debtor is for all taxable periods 

ending after the Petition Date through, and including, the Effective Date. 

O. Exhibits and Schedules 

All exhibits and schedules to this Plan, if any, including the Exhibits and the Plan 

Documents, are incorporated and are a part of this Plan as if set forth in full herein. 

P. Controlling Document

In the event of an inconsistency between this Plan and any other instrument or document 

created or executed pursuant to this Plan, or between this Plan and the Disclosure Statement, this 

Plan shall control. The provisions of this Plan, the Disclosure Statement, and any Plan Document, 

on the one hand, and of the Confirmation Order, on the other hand, shall be construed in a manner 

consistent with each other so as to effectuate the purposes of each; provided, however, that if there 

is determined to be any inconsistency between any provision of this Plan, the Disclosure 

Statement, and any Plan Document, on the one hand, and any provision of the Confirmation Order, 

on the other hand, that cannot be so reconciled, then, solely to the extent of such inconsistency, 

the provisions of the Confirmation Order shall govern, and any such provisions of the 

Confirmation Order shall be deemed a modification of this Plan, the Disclosure Statement, and the 

Plan Documents, as applicable. 

[Remainder of Page Intentionally Blank]

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Exhibit 19 Page 257 of 266

000994

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 144 of 242 PageID 1088
DOCS_NY:40509.39 36027/002

Dated: January 22, 2021

Respectfully submitted,

HIGHLAND CAPITAL MANAGEMENT, L.P. 

By:

James P. Seery, Jr.

Chief Executive Officer and Chief Restructuring

Officer

Prepared by: 

PACHULSKI STANG ZIEHL & JONES LLP

Jeffrey N. Pomerantz (CA Bar No.143717)

Ira D. Kharasch (CA Bar No. 109084)

Gregory V. Demo (NY Bar No. 5371992)

10100 Santa Monica Boulevard, 13th Floor

Los Angeles, CA 90067

Telephone: (310) 277-6910

Facsimile: (310) 201-0760

Email: jpomerantz@pszjlaw.com

ikharasch@pszjlaw.com

gdemo@pszjlaw.com

and 

HAYWARD & ASSOCIATES PLLC

Melissa S. Hayward (TX Bar No. 24044908)

Zachery Z. Annable (TX Bar No. 24053075)

10501 N. Central Expy, Ste. 106

Dallas, TX 75231

Telephone: (972) 755-7100

Facsimile: (972) 755-7110

Email: MHayward@HaywardFirm.com

ZAnnable@HaywardFirm.com

Counsel for the Debtor and Debtor-in-Possession

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Exhibit 19 Page 258 of 266

000995

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 145 of 242 PageID 1089
Exhibit B 

Schedule of CLO Management Agreements and Related Contracts to Be Assumed 

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Exhibit 19 Page 259 of 266

000996

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DOCS_NY:42355.1 36027/002

Schedule of CLO Management Agreements and Related Contracts to Be Assumed 

1. Servicing Agreement, dated December 20, 2007, by and among Greenbriar CLO, Ltd., 

and Highland Capital Management, L.P. 

2. Investment Management Agreement, dated November 1, 2007, by and between Longhorn 

Credit Funding, LLC, and Highland Capital Management, L.P. (as amended) 

3. Reference Portfolio Management Agreement, dated August 1, 2016, by and between 

Highland Capital Management, L.P., and Valhalla CLO, Ltd. 

4. Collateral Servicing Agreement, dated December 20, 2006, by and among Highland Park 

CDO I, Ltd., and Highland Capital Management, L.P. 

5. Portfolio Management Agreement, dated March 15, 2005, by and among Southfork CLO 

Ltd., and Highland Capital Management, L.P. 

6. Amended and Restated Portfolio Management Agreement, dated November 30, 2005, by 

and among Jaspar CLO Ltd., and Highland Capital Management, L.P. 

7. Servicing Agreement, dated May 31, 2007, by and among Westchester CLO, Ltd., and 

Highland Capital Management, L.P. 

8. Servicing Agreement, dated May 10, 2006, by and among Rockwall CDO Ltd. and 

Highland Capital Management, L.P. (as amended) 

9. Portfolio Management Agreement, dated December 8, 2005, by and between Liberty 

CLO, Ltd., and Highland Capital Management, L.P. 

10. Servicing Agreement, dated March 27, 2008, by and among Aberdeen Loan Funding, 

Ltd., and Highland Capital Management, L.P. 

11. Servicing Agreement, dated May 9, 2007, by and among Rockwall CDO II Ltd. and 

Highland Capital Management, L.P. 

12. Collateral Management Agreement, by and between, Highland Loan Funding V Ltd. and 

Highland Capital Management, L.P., dated August 1, 2001. 

13. Collateral Management Agreement, dated August 18, 1999, by and between Highland 

Legacy Limited and Highland Capital Management, L.P. 

14. Servicing Agreement, dated November 30, 2006, by and among Grayson CLO Ltd., and 

Highland Capital Management, L.P. (as amended) 

15. Servicing Agreement, dated October 25, 2007, by and among Stratford CLO Ltd., and 

Highland Capital Management, L.P. 

16. Servicing Agreement, dated August 3, 2006, by and among Red River CLO Ltd., and 

Highland Capital Management, L.P. (as amended) 

17. Servicing Agreement, dated December 21, 2006, by and among Brentwood CLO, Ltd., 

and Highland Capital Management, L.P. 

18. Servicing Agreement, dated March 13, 2007, by and among Eastland CLO Ltd., and 

Highland Capital Management, L.P. 

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Exhibit 19 Page 260 of 266

000997

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 2 

DOCS_NY:42355.1 36027/002

19. Portfolio Management, Agreement, dated October 13, 2005, by and among Gleneagles 

CLO, Ltd., and Highland Capital Management, L.P. 

20. Members’ Agreement and Amendment, dated November 15, 2017, by and between 

Highland CLO Funding, Ltd. and Highland Capital Management, L.P. 

21. Collateral Management Agreement, dated May 19, 1998, by and between Pam Capital 

Funding LP, Ranger Asset Mgt LP and Highland Capital Management, L.P. 

22. Collateral Management Agreement, dated August 6, 1997, by and between Pamco 

Cayman Ltd., Ranger Asset Mgt LP and Highland Capital Management, L.P. 

23. Amendment No. 1 to Servicing Agreement, October 2, 2007, between Highland Capital 

Management, L.P. and Red River CLO Ltd. et al 

24. Interim Collateral Management Agreement, June 15, 2005, between Highland Capital 

Management, L.P. and Rockwall CDO Ltd 

25. Amendment No. 1 to Servicing Agreement, October 2, 2007, between Highland Capital 

Management, L.P. and Rockwall CDO Ltd 

26. Collateral Servicing Agreement dated December 20, 2006, between Highland Capital 

Management, L.P. and Highland Park CDO I, Ltd.; The Bank of New York Trust 

Company, National Association 

27. Representations and Warranties Agreement, dated December 20, 2006, between Highland 

Capital Management, L.P. and Highland Park CDO I, Ltd. 

28. Collateral Administration Agreement, dated March 27, 2008, between Highland Capital 

Management, L.P. and Aberdeen Loan Funding, Ltd.; State Street Bank and Trust 

Company 

29. Collateral Administration Agreement, dated December 20, 2007, between Highland 

Capital Management, L.P. and Greenbriar CLO, Ltd.; State Street Bank and Trust 

Company 

30. Collateral Acquisition Agreement, dated March 13, 2007, between Highland Capital 

Management, L.P. and Eastland CLO, Ltd 

31. Collateral Administration Agreement, dated March 13, 2007, between Highland Capital 

Management, L.P. and Eastland CLO, Ltd. and Investors Bank and Trust Company 

32. Collateral Administration Agreement, dated October 13, 2005, between Highland Capital 

Management, L.P. and Gleneagles CLO, Ltd.; JPMorgan Chase Bank, National 

Association 

33. Collateral Acquisition Agreement, dated November 30, 2006, between Highland Capital 

Management, L.P. and Grayson CLO, Ltd. 

34. Collateral Administration Agreement, dated November 30, 2006, between Highland 

Capital Management, L.P. and Grayson CLO, Ltd.; Investors Bank & Trust Company 

35. Collateral Acquisition Agreement, dated August 3, 2006, between Highland Capital 

Management, L.P. and Red River CLO, Ltd. 

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Exhibit 19 Page 261 of 266

000998

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 3 

DOCS_NY:42355.1 36027/002

36. Collateral Administration Agreement, dated August 3, 2006, between Highland Capital 

Management, L.P. and Red River CLO, Ltd.; U.S. Bank National Association 

37. Master Warehousing and Participation Agreement, dated April 19, 2006, between 

Highland Capital Management, L.P. and Red River CLO Ltd.; Highland Special 

Opportunities Holding Company 

38. Master Warehousing and Participation Agreement, dated February 2, 2006, between 

Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 Funding, LLC; 

IXIS Financial Products Inc. 

39. Master Warehousing and Participation Agreement (Amendment No. 2), dated May 5, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

40. Master Warehousing and Participation Agreement (Amendment No. 1), dated April 12, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

41. Master Warehousing and Participation Agreement (Amendment No. 3), dated June 22, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

42. Master Warehousing and Participation Agreement (Amendment No. 4), dated July 17, 

2006, between Highland Capital Management, L.P. and Red River CLO Ltd.; MMP-5 

Funding, LLC; IXIS Financial Products Inc. 

43. Collateral Administration Agreement, dated February 2, 2006, between Highland Capital 

Management, L.P. and Red River CLO Ltd.; U.S. Bank National Association; IXIS 

Financial Products Inc. 

44. Collateral Administration Agreement, dated April 18, 2006, between Highland Capital 

Management, L.P. and Red River CLO Ltd.; Highland Special Opportunities Holding 

Company; U.S. Bank National Association 

45. Master Participation Agreement, dated June 5, 2006, between Highland Capital 

Management, L.P. and Red River CLO Ltd.; Grand Central Asset Trust 

46. A&R Asset Acquisition Agreement, dated July 18, 2001, between Highland Capital 

Management, L.P. and Salomon Smith Barney Inc.; Highland Loan Funding V Ltd. 

47. A&R Master Participation Agreement, dated July 18, 2001, between Highland Capital 

Management, L.P. and Salomon Brothers Holding Company; Highland Loan Funding V 

Ltd. 

48. Collateral Acquisition Agreement, dated June 29, 2005, between Highland Capital 

Management, L.P. and Jasper CLO Ltd. 

49. Collateral Administration Agreement, dated June 29, 2005, between Highland Capital 

Management, L.P. and Jasper CLO Ltd.; JPMorgan Chase Bank, National Association 

50. Master Warehousing and Participation Agreement, dated March 24, 2005, between 

Highland Capital Management, L.P. and Jasper CLO Ltd; MMP-5 Funding, LLC; and 

IXIS Financial Products Inc. 

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Exhibit 19 Page 262 of 266

000999

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 4 

DOCS_NY:42355.1 36027/002

51. Master Warehousing and Participation Agreement (Amendment No. 1), dated May 16, 

2005, between Highland Capital Management, L.P. and Jasper CLO Ltd; MMP-5 

Funding, LLC; and IXIS Financial Products Inc. 

52. Collateral Administration Agreement, dated December 8, 2005, between Highland 

Capital Management, L.P. and Liberty CLO Ltd. 

53. Collateral Administration Agreement, dated May 10, 2006, between Highland Capital 

Management, L.P. and Rockwall CDO Ltd; JPMorgan Chase Bank, National Association 

54. Collateral Administration Agreement, dated May 9, 2007, between Highland Capital 

Management, L.P. and Rockwall CDO II, Ltd.; Investors Bank & Trust Company 

55. Collateral Administration Agreement, dated March 15, 2005, between Highland Capital 

Management, L.P. and Southfork CLO Ltd.; JPMorgan Chase Bank, National 

Association 

56. Collateral Administration Agreement, dated October 25, 2007, between Highland Capital 

Management, L.P. and Stratford CLO Ltd.; State Street 

57. Collateral Administration Agreement, dated August 18, 2004, between Highland Capital 

Management, L.P. and Valhalla CLO, Ltd.; JPMorgan Chase Bank 

58. Collateral Acquisition Agreement, dated May 31, 2007, between Highland Capital 

Management, L.P. and Westchester CLO, Ltd. 

59. Collateral Administration Agreement, dated May 31, 2007, between Highland Capital 

Management, L.P. and Westchester CLO, Ltd.; Investors Bank & Trust Company 

60. Collateral Administration Agreement, dated December 21, 2006, between Highland 

Capital Management, L.P. and Brentwood CLO, Ltd.; Investors Bank & Trust Company 

Case 19-34054-sgj11 Doc 1943 Filed 02/22/21 Entered 02/22/21 16:48:16 Page 161 of

161

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Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 263 of 266

001000

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 150 of 242 PageID 1094
Tab “C” 

 

Case: 21-90011 Document: 00515826308 Page: 263 Date Filed: 04/14/2021

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Case 3:21-cv-01710-N Document 10-19 Filed 10/05/21 Page 264 of 266 PageID 970

Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 264 of 266

001001

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 151 of 242 PageID 1095
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Signed March 16, 2021

______________________________________________________________________

The following constitutes the ruling of the court and has the force and effect therein described.

Case 19-34054-sgj11 Doc 2034 Filed 03/16/21 Entered 03/16/21 11:44:38 Page 1 of 2 Case: 21-90011 Document: 00515826308 Page: 264 Date Filed: 04/14/2021

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Case 19-34054-sgj11 Doc 2034 Filed 03/16/21 Entered 03/16/21 11:44:38 Page 2 of 2 Case: 21-90011 Document: 00515826308 Page: 265 Date Filed: 04/14/2021

Appx. 0918

Case 3:21-cv-01710-N Document 10-19 Filed 10/05/21 Page 266 of 266 PageID 972

Case 22-03052-sgj Doc 10-19 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 19 Page 266 of 266

001003

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 153 of 242 PageID 1097
EXHIBIT 

Appx. 0919

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 1 of 17 PageID 973

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 1 of 17

001004

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{00375541-7} i 

Case No. 

IN THE UNITED STATES COURT OF APPEALS 

FOR THE FIFTH CIRCUIT 

In re: HIGHLAND CAPITAL MANAGEMENT, L.P. 

Proposed Appeal of The Dugaboy Investment Trust 

And Get Good Trust 

On Appeal from the United States Bankruptcy Court for 

the Northern District of Texas, Dallas Division 

Bankruptcy Case No. 19-34054 (SGJ11) 

Appeal Pending as Civil Action No. 3:21-cv-00550-N in the United States District 

Court for the Northern District of Texas, Dallas Division 

PETITION FOR DIRECT APPEAL UNDER 28 U.S.C. § 158(d) 

Douglas S. Draper, La. Bar No. 5073 

ddraper@hellerdraper.com 

Heller, Draper & Horn, L.L.C. 

650 Poydras Street, Suite 2500 

New Orleans, LA 70130 

Telephone: (504) 299-3300 

Fax: (504) 299-3399 

ATTORNEY FOR PETITIONERS THE DUGABOY 

INVESTMENT TRUST AND GET GOOD TRUST

Case: 21-90011 Document: 00515824511 Page: 1 Date Filed: 04/15/2021

Appx. 0920

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 2 of 17 PageID 974

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 2 of 17

001005

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 155 of 242 PageID 1099
{00375541-7} ii 

CERTIFICATE OF INTERESTED PERSONS 

Undersigned counsel certifies that the following listed persons and entities, 

as described in the fourth sentence of Rule 28.2.1, have an interest in the outcome 

of this case. These representations are made so that the judges of this Court may 

evaluate possible disqualification or recusal: 

1. Appellants 

The Dugaboy Investment Trust 

Get Good Trust 

Counsel: 

Douglas S. Draper, La. Bar No. 5073 

ddraper@hellerdraper.com 

Heller, Draper & Horn, L.L.C. 

650 Poydras Street, Suite 2500 

New Orleans, LA 70130 

Telephone: (504) 299-3300 

Fax: (504) 299-3399 

2. Appellee: 

Highland Capital Management, L.P. 

Counsel: 

Jeffrey N. Pomerantz 

John A. Morris 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Case: 21-90011 Document: 00515824511 Page: 2 Date Filed: 04/15/2021

Appx. 0921

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 3 of 17 PageID 975

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 3 of 17

001006

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{00375541-7} iii 

Melissa S. Hayward 

Zachery Z. Annable 

Hayward PLLC 

10501 N. Central Expy, Ste. 106 

Dallas, Texas 75231 

Telephone: (972) 755-7100 

Facsimile: (972) 755-7110 

3. Other Appellants 

NexPoint Advisors, L.P. 

Highland Capital Management Fund Advisors, L.P. 

Counsel: 

Davor Rukavina 

MUNSCH HARDT KOPF & HARR, P.C. 

500 North Akard Street, Suite 3800 

Dallas, Texas 75201-6659 

Telephone: (214) 855-7500 

Facsimile: (214) 855-7584 

Highland Income Fund 

NexPoint Strategic Opportunities Fund 

Highland Global Allocation Fund 

NexPoint Capital, Inc. 

Counsel: 

Artoush Varshosaz 

K&L GATES LLP 

1717 Main Street, Suite 2800 

Dallas, TX 75201 

Tel: (214) 939-5659 

A. Lee Hogewood, III 

K&L GATES LLP 

4350 Lassiter at North Hills Ave. 

Suite 300 

Raleigh, NC 27609 

Tel: (919) 743-7306 

Case: 21-90011 Document: 00515824511 Page: 3 Date Filed: 04/15/2021

Appx. 0922

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 4 of 17 PageID 976

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 4 of 17

001007

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 157 of 242 PageID 1101
{00375541-7} iv 

David R. Fine 

K&L GATES LLP 

Market Square Plaza 

17 North Second St. 

18th Floor 

Harrisburg, PA 17101 

Tel: (717) 231-5820 

James Dondero 

Counsel: 

D. Michael Lynn 

John Y. Bonds, III 

Clay M. Taylor 

John T. Wilson IV 

Bryan C. Assink 

BONDS ELLIS EPPICH SCHAFER JONES LLP 

420 Throckmorton Street, Suite 1000 

Fort Worth, Texas 76102 

(817) 405-6900 telephone 

(817) 405-6902 facsimile 

 /s/ Douglas S. Draper 

Douglas S. Draper 

Counsel for The Dugaboy Investment 

Trust and Get Good Trust 

Case: 21-90011 Document: 00515824511 Page: 4 Date Filed: 04/15/2021

Appx. 0923

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 5 of 17 PageID 977

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 5 of 17

001008

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 158 of 242 PageID 1102
{00375541-7} 1 

INTRODUCTION 

The Dubagoy Investment Trust and Get Good Trust (the “Trusts”) 

respectfully request that the Court grant them permission to appeal, pursuant to 

Federal Rule of Appellate Procedure 5 and 28 U.S.C. § 158(d)(2)(A), the Order (i) 

Confirming the Fifth Amended Plan of Reorganization of Highland Capital 

Management, L.P. (as Modified); and (ii) Granting Related Relief (the 

“Confirmation Order”)1

 directly to this Court from the United States Bankruptcy 

Court for the Northern District of Texas, Dallas Division (the “Bankruptcy 

Court”). 

A direct appeal from the Bankruptcy Court to the District Court is 

authorized pursuant to § 158(d)(2) provided that four conditions are satisfied. It is 

the position of the Trusts that the conditions for direct appeal are satisfied for the 

reason set forth herein and in the Petitions filed by Highland Income Fund, 

NexPoint Stategic Opportunities Fund, Highland Global Allocation Fund, 

Nexpoint Capital Inc., James Dondero, NexPoint Advisors, L.P. and Highland 

Capital Management Fund Advisors, L.P. each of which has filed a Petition for 

Direct Appeal with this Court. 

The Trusts, in support of this Petition, note the following: 

Case: 21-90011 Document: 00515824511 Page: 5 Date Filed: 04/15/2021

Appx. 0924

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 6 of 17 PageID 978

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 6 of 17

001009

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{00375541-7} 2 

a) The Bankruptcy Court affirmatively held that the direct appeal of 

the Confirmation Order to this Court will “materially advance the 

progress of the case”; 

b) The Confirmed Plan contains broad exculpation, release and 

channeling injunctions (called gatekeeper provisions under the 

Plan) that are contrary to established precedent in this Court. See 

In re Pacific Lumber, 584 F.3d 220 (5th Circuit) and SEC vs 

Standford Bank, 17-10663 (5th Cir. 2019). It is interesting to note 

that the In Pacific Lumber case involved a direct appeal to this 

Court; and 

c) The Plan that was confirmed by the Court granted protection by 

analogy to third parties and by analogy applied the Barton Doctrine 

without any precedent supporting the opinion. 

The direct appeal of the Confirmation Order meets the statutory 

requirements for a direct appeal of the Confirmation Order to this Court. 

The Confirmation Order raises questions of law as to the use and effect of 

exculpation and release provisions and the imposition of a gatekeeper injunction in 

a bankruptcy plan where there is no controlling precedent from this Court or the 

Supreme Court. 

Case: 21-90011 Document: 00515824511 Page: 6 Date Filed: 04/15/2021

Appx. 0925

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Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 7 of 17

001010

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{00375541-7} 3 

BACKGROUND 

 

The Bankruptcy Court on February 21, 2021 entered the Confirmation Order 

confirming the Debtor’s Fifth Amended Plan of Reorganization of Highland 

Capital Management, L.P. (as Modified) (the “Plan”). The Plan, in essence, is a 

liquidation Plan notwithstanding the fact that Highland Capital Management, L.P. 

(“Debtor”) refers to it as a monetization Plan. The Debtor projects it will operate 

certain assets over a projected two year liquidation period. 

 The Plan exculpates and releases the Debtor and its independent directors, 

employees, officers, and their retained professionals. The Plan further protects the 

same group from pre and post confirmation claims by imposing a gatekeeper 

injunction that bars parties from bringing a claim or causes of action against the 

released and exculpated parties for their activities related to the Debtor or 

reorganized Debtor without first seeking approval from the Bankruptcy Court that 

the claim is “colorable.” 

On March 4, 2021, the Trusts timely filed a Notice of Appeal of the 

Confirmation Order to the United States District Court for the Northern District of 

Texas (the “District Court”). Ex. A. The Trusts’ appeal is pending as Civil Action 

No. 3:21-cv-00550-N (the “Appeal”). 

Similar appeals to the Confirmation Order were filed as follows: 

Case: 21-90011 Document: 00515824511 Page: 7 Date Filed: 04/15/2021

Appx. 0926

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 8 of 17 PageID 980

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 8 of 17

001011

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 161 of 242 PageID 1105
{00375541-7} 4 

Civil Action No.: 3:21-cv-00539-N by Highland Global Allocation Fund, 

Highland Income Fund, NexPoint Capital, Inc., and NexPoint Strategic 

Opportunities Fund. 

Civil Action No.: 3:21-cv-00546-L by James Dondero. 

Civil Action No.: 3:21-cv-00538-N by Highland Capital Management Fund 

Advisors, L.P. and NexPoint Advisors, L.P. 

(collectively “Related Parties” or “Related Appeals”). These appeals have been 

consolidated in the District Court for the purpose of deciding issues on a stay 

pending appeal. It is anticipated that these Related Appeals will also be 

consolidated by the District Court or this Court on a final basis sometime in the 

near future. 

On March 16, 2021, the Trusts, the Related Parties and the Debtor jointly 

moved for the Bankruptcy Court to certify their collective appeals for direct appeal 

to this Court. The Parties agreed that direct appeals would materially advance the 

progress of the case. The same day, the Bankruptcy Court granted the joint motion 

and entered its Order Certifying Appeals of the Confirmation Order for Direct 

Appeal to the United States Court of Appeals for the Fifth Circuit (“Certification 

Order”) per 28 U.S.C. § 158(d)(2)(A)(iii). 

All Parties have filed Petitions for Direct Appeal to this Court. 

ISSUES ON APPEAL 

1. Whether the U.S. Bankruptcy Court for the Northern District of 

Texas (the “Bankruptcy Court”) erred in confirming the Debtor’s Fifth Amended 

Case: 21-90011 Document: 00515824511 Page: 8 Date Filed: 04/15/2021

Appx. 0927

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 9 of 17 PageID 981

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 9 of 17

001012

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 162 of 242 PageID 1106
{00375541-7} 5 

Plan of Reorganization of Highland Capital Management, L.P. (as Modified) (the 

“Plan”).2

2. Whether the Bankruptcy Court erred as a matter of law in confirming 

the Plan and entering the Confirmation Order because the exculpation provisions 

of the Plan, contained in Article IX of the Plan, effectuated third party releases 

(i.e. releasing a claim of a non-debtor against a non-debtor) prohibited by the 

Bankruptcy Court and over which the Bankruptcy Court had no jurisdiction, in 

direct violation of Fifth Circuit Court of Appeal (“Fifth Circuit”) case law (see, 

e.g., In re Pacific Lumber Co., 584 F.3d 229, 253 (5th Cir. 2009) and Securities 

and Exchange Commission vs Stanford International Bank, Ltd. No. 17-10663 

(5th Cir. 2019)). The third party releases and exculpations in the confirmed Plan 

provide releases and exculpations for business decisions and operational decisions 

as opposed to case administration matters. The releases and exculpations are also 

in favor of non-debtor entities and their managers and professionals, as opposed 

to estate managers and professionals, and post-confirmation claims against 

entities, their officers, managers and professionals, for entities that are to be 

formed pursuant to the confirmed Plan. 

3. Whether the Bankruptcy Court erred as a matter of law in confirming 

the Plan and entering the Confirmation Order because the permanent injunction 

contained in Article IX of the Plan, which prohibits “taking any actions to 

interfere with the implementation or consummation of the Plan,” is overly broad 

and impermissibly vague. 

4. Whether the Bankruptcy Court erred as a matter of law in confirming 

the Plan and entering the Confirmation Order because the “gatekeeper” injunction 

contained in Article IX of the Plan is a disguised grant of jurisdiction to the 

Bankruptcy Court to enter final orders on matters upon which it would not 

possess jurisdiction. 

5. Whether the Bankruptcy Court erred as a matter of fact in 

confirming the Plan and entering the Confirmation Order because the 

“gatekeeper” injunction contained in Article IX of the Plan, which requires leave 

of the Bankruptcy Court upon a showing of a “colorable” claim or cause of 

action, is based on the Bankruptcy Court’s finding of vexatious litigation on the 

part of the Appellants and the need for a form of pre-filing injunction, when there 

was no evidence to support such findings. 

6. Whether the Bankruptcy Court erred as a matter of law in confirming 

the Plan and entering the Confirmation Order because the Debtor failed to satisfy 

the 11 U.S.C. § 1129(a)(2) element for confirmation requiring the Debtor to have 

complied with all applicable provisions of the Bankruptcy Code, which the 

2 Capitalized terms used but not otherwise defined have the meanings set forth in the Plan.

Case: 21-90011 Document: 00515824511 Page: 9 Date Filed: 04/15/2021

Appx. 0928

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 10 of 17 PageID 982

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 10 of 17

001013

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 163 of 242 PageID 1107
{00375541-7} 6 

Debtor admittedly failed to do because it utterly failed to comply with 

Bankruptcy Rule 2015.3. 

7. Whether the Bankruptcy Court erred as a matter of law in confirming 

the Plan and entering the Confirmation Order because the Plan violates 11 U.S.C. 

§1107(a)(7). 

8. Whether the Bankruptcy Court erred as a matter of law in confirming 

the Plan and entering the Confirmation Order because the Plan does not meet the 

requirements of 11 U.S.C. §1129(b), unfairly discriminates and is not fair and 

equitable. 

REASONS FOR DIRECT APPEAL 

The Trusts’ reasons for direct appeal mirror those asserted by the Related 

Parties and adopts the assertions made by such parties. 

RELIEF REQUESTED 

The Trusts respectfully request, pursuant to 28 U.S.C. § 158(d)(2), that this 

Court grant permission for the instant appeal, and all those Related Appeals, to 

bypass the District Court and be heard directly by this Court because (i) as certified 

by the Bankruptcy Court, a direct appeal will materially advance the progress of 

the case and (ii) the underlying judgment involves questions of law without 

controlling precedent. 

Case: 21-90011 Document: 00515824511 Page: 10 Date Filed: 04/15/2021

Appx. 0929

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 11 of 17 PageID 983

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 11 of 17

001014

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 164 of 242 PageID 1108
{00375541-7} 7 

April 15, 2021 Respectfully Submitted, 

 /s/ Douglas S. Draper 

 Douglas S. Draper, La. Bar No. 5073 

 ddraper@hellerdraper.com 

 Heller, Draper & Horn, L.L.C. 

 650 Poydras Street, Suite 2500 

 New Orleans, LA 70130 

 Telephone: (504) 299-3300 

 Fax: (504) 299-3399 

 Attorneys for The Dugaboy Investment 

 Trust and Get Good Trust 

CERTIFICATE OF SERVICE 

Undersigned counsel hereby certifies that, on this 15th day of April 2021, he 

caused a true and correct copies of this Petition to be served via e-mail on the 

following parties through their counsel of record: 

Highland Capital Management, L.P.: 

Jeffrey Pomerantz (jpomerantz@pszjlaw.com) 

John A. Morris (jmorris@pszjlaw.com) 

NexPoint Advisors, L.P. 

Highland Capital Management Fund Advisors, L.P. 

Davor Rukavina (drukavina@munsch.com) 

Highland Income Fund 

NexPoint Strategic Opportunities Fund 

Highland Global Allocation Fund 

NexPoint Capital, Inc.: 

A. Lee Hogewood, III (A.Lee.HogewoodIII@klgates.com) 

Mr. James Dondero 

Clay M. Taylor (clay.taylor@bondsellis.com)

/s/ Douglas S. Draper 

Douglas S. Draper 

Case: 21-90011 Document: 00515824511 Page: 11 Date Filed: 04/15/2021

Appx. 0930

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 12 of 17 PageID 984

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 12 of 17

001015

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 165 of 242 PageID 1109
{00375541-7} 8 

CERTIFICATION OF WORD COUNT 

Pursuant to Federal Rule of Appellate Procedure 32(g), undersigned counsel 

certifies that this Petition complies with Rule 5(c) because it contains 2044 words, 

excepting those portions that may be excepted, and complies with the typeface and 

type-style requirements of Rule 32 because it has been prepared using Microsoft 

Office Word 2010 and set in Times New Roman font in a size equivalent to 14 

points or larger. 

/s/ Douglas S. Draper 

Douglas S. Draper 

Case: 21-90011 Document: 00515824511 Page: 12 Date Filed: 04/15/2021

Appx. 0931

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 13 of 17 PageID 985

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 13 of 17

001016

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 166 of 242 PageID 1110
{00375553-1} 

“TAB” - A 

Case: 21-90011 Document: 00515824511 Page: 13 Date Filed: 04/15/2021

Appx. 0932

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 14 of 17 PageID 986

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 14 of 17

001017

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 167 of 242 PageID 1111
Case: 21-90011 Document: 00515824511 Page: 14 Date Filed: 04/15/2021

Appx. 0933

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 15 of 17 PageID 987

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 15 of 17

001018

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 168 of 242 PageID 1112
Case: 21-90011 Document: 00515824511 Page: 15 Date Filed: 04/15/2021

Appx. 0934

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 16 of 17 PageID 988

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 16 of 17

001019

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 169 of 242 PageID 1113
Case: 21-90011 Document: 00515824511 Page: 16 Date Filed: 04/15/2021

Appx. 0935

Case 3:21-cv-01710-N Document 10-20 Filed 10/05/21 Page 17 of 17 PageID 989

Case 22-03052-sgj Doc 10-20 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 20 Page 17 of 17

001020

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 170 of 242 PageID 1114
EXHIBIT 

Appx. 0936

Case 3:21-cv-01710-N Document 10-21 Filed 10/05/21 Page 1 of 18 PageID 990

Case 22-03052-sgj Doc 10-21 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 21 Page 1 of 18

001021

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i 

Case No. 

IN THE UNITED STATES COURT OF APPEALS 

FOR THE FIFTH CIRCUIT 

In re: HIGHLAND CAPITAL MANAGEMENT, L.P. 

Proposed Appeal of James Dondero 

On Appeal from the United States Bankruptcy Court for 

the Northern District of Texas, Dallas Division 

Bankruptcy Case No. 19-34054 (SGJ11) 

Appeal Pending as Civil Action No. 3:21-cv-00546-L in the United States District 

Court for the Northern District of Texas, Dallas Division 

PETITION FOR DIRECT APPEAL UNDER 28 U.S.C. § 158(d) 

D. Michael Lynn 

John Y. Bonds, III 

Clay M. Taylor 

John T. Wilson IV 

Bryan C. Assink 

BONDS ELLIS EPPICH SCHAFER JONES LLP 

420 Throckmorton Street, Suite 1000 

Fort Worth, Texas 76102 

(817) 405-6900 telephone 

(817) 405-6902 facsimile 

ATTORNEYS FOR PETITIONER JAMES DONDERO

 

Case: 21-90011 Document: 00515824443 Page: 1 Date Filed: 04/15/2021

Appx. 0937

Case 3:21-cv-01710-N Document 10-21 Filed 10/05/21 Page 2 of 18 PageID 991

Case 22-03052-sgj Doc 10-21 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 21 Page 2 of 18

001022

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ii 

CERTIFICATE OF INTERESTED PERSONS 

Undersigned counsel certifies that the following listed persons and entities, as 

described in the fourth sentence of Rule 28.2.1, have an interest in the outcome of 

this case. These representations are made so that the judges of this Court may 

evaluate possible disqualification or recusal: 

1. Appellant 

James Dondero

Counsel: 

D. Michael Lynn 

John Y. Bonds, III 

John T. Wilson IV 

Clay M. Williams 

Bryan C. Assink 

BONDS ELLIS EPPICH SCHAFER JONES LLP 

420 Throckmorton Street, Suite 1000 

Fort Worth, Texas 76102 

(817) 405-6900 telephone 

(817) 405-6902 facsimile 

2. Appellee: 

Highland Capital Management, L.P. 

Counsel: 

Jeffrey N. Pomerantz 

John A. Morris 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Melissa S. Hayward 

Zachery Z. Annable 

Hayward PLLC 

10501 N. Central Expy, Ste. 106 

Case: 21-90011 Document: 00515824443 Page: 2 Date Filed: 04/15/2021

Appx. 0938

Case 3:21-cv-01710-N Document 10-21 Filed 10/05/21 Page 3 of 18 PageID 992

Case 22-03052-sgj Doc 10-21 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 21 Page 3 of 18

001023

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 173 of 242 PageID 1117
iii 

Dallas, Texas 75231 

Telephone: (972) 755-7100 

Facsimile: (972) 755-7110 

3. Other Appellants 

NexPoint Advisors, L.P. 

Highland Capital Management Fund Advisors, L.P. 

Counsel: 

Davor Rukavina 

MUNSCH HARDT KOPF & HARR, P.C. 

500 North Akard Street, Suite 3800 

Dallas, Texas 75201-6659 

Telephone: (214) 855-7500 

Facsimile: (214) 855-7584 

Highland Income Fund 

NexPoint Strategic Opportunities Fund 

Highland Global Allocation Fund 

NexPoint Capital, Inc. 

Counsel: 

Artoush Varshosaz 

K&L GATES LLP 

1717 Main Street, Suite 2800 

Dallas, TX 75201 

Tel: (214) 939-5659 

A. Lee Hogewood, III 

K&L GATES LLP 

4350 Lassiter at North Hills Ave. 

Suite 300 

Raleigh, NC 27609 

Tel: (919) 743-7306 

David R. Fine 

K&L GATES LLP 

Market Square Plaza 

17 North Second St. 

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iv 

18th Floor 

Harrisburg, PA 17101 

Tel: (717) 231-5820 

Get Good Trust 

The Dugaboy Investment Trust 

Counsel: 

Douglas S. Draper 

Leslie A. Collins 

Greta M. Brouphy 

HELLER, DRAPER & HORN, L.L.C. 

650 Poydras Street, Suite 2500 

New Orleans, LA 70130 

Telephone: (504) 299-3300 

Fax: (504) 299-3399 

 /s/ Clay M. Taylor 

Clay M. Taylor 

Counsel for James Dondero 

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1 

INTRODUCTION 

 James Dondero (“Mr. Dondero”) respectfully requests that the Court grant 

him permission to appeal, pursuant to Federal Rule of Appellate Procedure 5 and 28 

U.S.C. § 158(d)(2)(A), the Order (i) Confirming the Fifth Amended Plan of 

Reorganization of Highland Capital Management, L.P. (as Modified); and (ii) 

Granting Related Relief (the “Confirmation Order”)1

 directly to this Court from the 

United States Bankruptcy Court for the Northern District of Texas, Dallas Division 

(the “Bankruptcy Court”). 

This Court should grant permission for a direct appeal because, as all parties 

agree, a direct appeal would materially advance the progress of the bankruptcy case. 

The conduct and statements of the parties have made their intention plain that the 

issues presented on appeal will ultimately be brought to this Court by whichever 

parties are unsuccessful at the District Court. Further, the Confirmation Order raises 

questions of law as to the use and effect of exculpation provisions and imposition of 

a gatekeeper injunction in the bankruptcy plan where there is no controlling 

precedent from this Court or the Supreme Court. 

BACKGROUND 

 The issues on appeal arise from the cramdown confirmation of a Chapter 11 

plan containing a broad exculpation provision that releases typically unreleased third 

1

 Included as Exhibit A. 

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2 

parties and a permanent gatekeeper injunction prohibiting any claims, including 

post-confirmation claims, without prior approval of the Bankruptcy Court. 

Inversely, the same plan lacks the requisite notice or participation provisions for 

creditor and parties-in-interest involvement in sales to be in the best interest of the 

creditors. 

Mr. Dondero founded Highland Capital Management, L.P. (“Debtor”). On 

October 16, 2019, Debtor filed for voluntary Chapter 11 bankruptcy protection, 

creating its bankruptcy estate. On January 9, 2020, the Debtor, the Official 

Unsecured Creditors’ Committee, and Mr. Dondero entered into a stipulation and 

consent order that, among other things, provided for the removal of Mr. Dondero 

from Debtor and his replacement by a board of independent directors. 

On February 22, 2021, the Bankruptcy Court entered the Confirmation Order 

confirming the Debtor’s Fifth Amended Plan of Reorganization of Highland Capital 

Management, L.P. (as Modified) (the “Plan”). The Plan is a wind down and 

liquidation plan where Debtor intends to liquidate over the course of a two-year 

period. In the interim, the reorganized Debtor continues to manage the assets of 

others. 

Under the Plan, and over the objection of Mr. Dondero and others, the Debtor 

and its independent directors, employees, officers, and their retained professionals 

are exculpated and anyone with a claim, even one arising post-confirmation, is 

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3 

enjoined via the gatekeeper injunction from bringing a claim or cause of action 

against those released parties for their activities related to the Debtor or reorganized 

Debtor without first seeking approval from the Bankruptcy Court that the claim is 

“colorable.” 

On March 8, 2021, Mr. Dondero timely filed his Notice of Appeal of the 

Confirmation Order to the United States District Court for the Northern District of 

Texas (the “District Court”). Ex. B. Mr. Dondero’s appeal is pending as Civil Action 

No. 3:21-cv-00546-L (the “Appeal”). 

Similar appeals to the Confirmation Order were filed as follows: 

Civil Action No.: 3:21-cv-00539-N by Highland Global Allocation Fund, 

Highland Income Fund, NexPoint Capital, Inc., and NexPoint Strategic 

Opportunities Fund. 

Civil Action No.: 3:21-cv-00550-L by Get Good Trust and The Dugaboy 

Investment Trust. 

Civil Action No.: 3:21-cv-00538-N by Highland Capital Management Fund 

Advisors, L.P. and NexPoint Advisors, L.P. 

(collectively “Related Parties” or “Related Appeals”). These appeals have been 

consolidated in the District Court for the purpose of deciding issues on a stay 

pending appeal. It is anticipated that these Related Appeals will also be consolidated 

by the District Court or this Court on a final basis sometime in the near future. 

On March 16, 2021, Mr. Dondero, along with Debtor and the Related Parties 

(the “Parties”), jointly moved for the Bankruptcy Court to certify their collective 

appeals for direct appeal to this Court. The Parties agreed that direct appeals would 

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4 

materially advance the progress of the case. The same day, the Bankruptcy Court 

granted the joint motion and entered its Order Certifying Appeals of the 

Confirmation Order for Direct Appeal to the United States Court of Appeals for the 

Fifth Circuit (“Certification Order”)2

 per 28 U.S.C. § 158(d)(2)(A)(iii). 

 On March 31, 2021, NexPoint Advisors, L.P. and Highland Capital 

Management Fund Advisors, L.P. (collectively the “Advisors”) filed their Petition 

for Permission to Appeal with this Court in Case No. 21-90011 (“Advisors’ 

Petition”).3

 The Advisors’ Petition addresses issues similar to those raised by Mr. 

Dondero on appeal. Mr. Dondero joins in the arguments asserted in the Advisors’ 

Petition and will endeavor not to duplicate those arguments here. 

 On April 9, 2021, Debtor filed a response to Advisors’ Petition (“Debtor’s 

Response”)4

 challenging, not this Court taking up the appeal, but whether a direct 

appeal should be granted for more reasons than just because it would materially 

advance the progress of the case. Debtor’s Response is an attempt to argue the merits 

of the appeal. Rather than being a reason to limit the direct appeal, Debtor’s 

Response highlights why there is a need for controlling precedent on the issues 

raised in Mr. Dondero’s appeal and the Related Appeals. 

2

 Included as Exhibit C. 

3

 Included as Exhibit D. 

4

 Included as Exhibit E. 

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5 

 On April 13, 2021, Highland Income Fund, NexPoint Strategic Opportunities 

Fund, Highland Global Allocation Fund, and NexPoint Capital, Inc. (the “Funds”) 

filed their Petition for Direct Appeal Under 28 U.S.C. § 158(d) with this Court in 

Case No.: 21-90014 (“Funds’ Petition”).5

 The Funds’ Petition addresses issues 

similar to those raised by Mr. Dondero on appeal. Mr. Dondero also joins in the 

arguments asserted in the Funds’ Petition and will also endeavor not to duplicate 

those arguments here. 

ISSUES ON APPEAL 

The issues raised by Mr. Dondero on appeal are as follows: 

1. Whether the Plan’s channeling injunction/gatekeeper injunction 

violates applicable law by requiring claims against certain parties to be brought 

before the Bankruptcy Court for a finding the claims are colorable before those 

causes of action can be asserted against those parties in the Bankruptcy Court or any 

other court of competent jurisdiction, and that, as a result, confirmation of that Plan 

was improper both under the law and the facts of this case and record at trial? 

2. Whether the Plan’s broad post-confirmation jurisdictional grant to the 

Bankruptcy Court was so over-broad as to violate applicable law and that, as a result, 

confirmation of that Plan was improper both under the law and the facts of this case 

and record at trial? 

3. Whether the exculpation provisions of the Plan releasing third-party, 

non-debtor parties violates applicable law and that, as a result, confirmation of that 

Plan was improper both under the law and the facts of this case and record at trial? 

4. Whether confirmation of the plan violates 11 U.S.C. § 1129(a)(7), 

especially given the Claimant Trust’s unfettered ability to sell assets without 

providing creditors and other parties-in-interest notice of the sales or the ability to 

5

 Included as Exhibit F. 

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6 

participate in the sales processes either as bidders, or to bring in other bidders who 

might pay a higher and better value to the table? 

Ex. G, Statement of Issues on Appeal. 

BASES FOR DIRECT APPEAL 

Mr. Dondero’s bases for direct appeal are similar to those raised by the Funds 

and Advisors: a direct appeal materially advances the case, the exculpation 

provisions in the Plan go beyond this Court’s Pacific Lumber opinion, and the 

gatekeeper injunction extends the bounds of the Bankruptcy Court’s jurisdiction 

beyond the scope of controlling authority. Mr. Dondero incorporates and joins in the 

arguments in the Advisors’ Petition and Funds’ Petition on these issues and 

addresses each only to highlight how Debtor’s Response further shows the need for 

this Court to opine on the issues on direct appeal. 

I. Mr. Dondero, Debtor, the Related Parties, and the Bankruptcy 

Court Agree that a Direct Appeal will Materially Advance this 

Case. 

There is no dispute that a direct appeal will materially advance this case. 

Debtor welcomes a direct appeal so that the case will be materially advanced. A 

direct appeal ensures a faster resolution such that the bankruptcy case can be 

promptly administered and closed, which is beneficial for all parties and the Court. 

 

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7 

II. Debtor’s Assertion that the Exculpatory Provision Issue Has 

Controlling Authority Highlights the need for Clarity from this 

Court. 

Resolution of the exculpatory provision issue would advance this case and 

presents an opportunity for this Court to clarify and reinforce its holding in Pacific 

Lumber. This Court stated that “non-consensual non-debtor releases and permanent 

injunctions” are foreclosed. In re Pac. Lumber Co., 584 F.3d 229, 252 (5th Cir. 

2009). Such releases are limited to creditor committees and their members. Id. at 

253. There is little doubt that under applicable law officers and directors generally 

are not afforded releases. See In re Thru, Inc., 2018 U.S. Dist. LEXIS 179769, 2018 

WL 5113124, at *67 (N.D. Tex. October 19, 2018), aff’d., In re Thru, Inc., 2019 

U.S. App. LEXIS 32405, 2019 WL 5561276 (5th Cir. Tex., Oct. 28, 2019) (holding 

it was clear error to approve plan with exculpation provision releasing officers and 

directors from liability for own negligence). The allegedly unanswered question is 

where do independent directors and officers appointed post-petition and their 

professionals fall under Pacific Lumber: are they non-debtors not to be afforded 

releases or are they the equivalent of creditor committee members? 

Debtor clings to the Bankruptcy Court’s analysis of Pacific Lumber to suggest 

that because the Bankruptcy Court analyzed Pacific Lumber, it interpreted the case 

correctly. Debtor’s argument is focused on winning the merits, not on whether there 

is an important issue for this Court’s consideration. That Debtor stresses a particular 

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001032

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8 

and inconsistent reading of Pacific Lumber emphasizes the need for a clarification 

of how that precedent should be applied in this case. 

Debtor also suggests that under Shoaf the exculpatory provision issue is 

precluded by res judicata. Republic Supply Co. v. Shoaf, 815 F.2d 1046 (5th Cir. 

1987). This again goes to the merits of the issue and not the need for its resolution. 

Regardless, this Court re-stated its Shoaf holding as “once a reorganization plan 

passed the appeal stage it could not be challenged even though it violated the 

Bankruptcy Code’s prohibition on such discharges.” In re Vitro SAB De CV, 701 

F.3d 1031, 1069 (5th Cir. 2012). This is not Shoaf; the Plan is what is being appealed. 

III. Debtor’s Defense of the Gatekeeper Injunction Emphasizes the 

Need for Controlling Authority. 

Debtor focuses on the potential for the Bankruptcy Court’s post-confirmation 

jurisdiction in matters pertaining to implementation of the Plan, the Bankruptcy 

Court’s gatekeeping function for claims asserted by creditor committees or against 

trustees, and the authority of a court to protect its jurisdiction from vexatious 

litigation to support the gatekeeper injunction. However, Debtor does not cite 

controlling authority that stands for the proposition that the Bankruptcy Court can 

make “the initial determination as to whether a claim is colorable” for claims 

asserted post-confirmation, not against trustees, and by parties that are not creditor 

committees. Ex. E, ¶ 18. By arguing that these different concepts synthesize to 

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9 

support the gatekeeper injunction in the Plan, Debtor is highlighting the gap in 

controlling authority that is primed for this Court’s review. 

 Debtor asserts that the Bankruptcy Court’s post-confirmation jurisdiction 

“concerning the implementation or execution of a confirmed plan” allows for the 

jurisdiction necessary for the gatekeeper injunction. In re United States Brass Corp., 

301 F.3d 296, 305 n.29 (5th Cir. 2002) (citing In re Craig’s Stores of Tex., Inc., 266 

F.3d 388, 390 (5th Cir. 2001)). However, this ignores that the gatekeeper injunction 

applies to claims or causes of action a party may assert not necessarily concerning 

the plan. In re Stonebridge Techs., Inc. is similarly inapposite because the 

jurisdictional question concerned an adversary action brought by the trustee on 

behalf of the bankruptcy estate. 430 F.3d 260, 266-67 (5th Cir. 2005). The 

gatekeeper injunction effectively forever protects Debtor from claims and causes of 

action from third parties by forcing them to all be brought before the Bankruptcy 

Court, whether there is a basis for jurisdiction or not. The gatekeeper injunction itself 

manufactures jurisdiction for the Bankruptcy Court, which is not a function derived 

from the bankruptcy statutes or Debtor’s case law. 

 Debtor contends that the gatekeeping function can be derived from the 

Bankruptcy Court’s similar function for claims asserted by a creditor committee or 

against a trustee. See La. World Exposition v. Fed. Ins. Co., 858 F.2d 233 (5th Cir. 

1988) (bankruptcy court has gatekeeping function to determine if committee claims 

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10 

are colorable before authorizing suit); see also Villegas v. Schmidt, 788 F.3d 156, 

158 (5th Cir. 2015) (bankruptcy court has gatekeeping function as to claims brought 

against bankruptcy trustee). While these cases provide for a gatekeeping function, 

they do not stand for the proposition that such a function should be used by the 

Bankruptcy Court to insulate a debtor from all claims after the bankruptcy estate has 

ended. This dramatic expansion of both the duration and scope of an Article I court’s 

jurisdictional power in spite of Stern v. Marshall decided by the U.S. Supreme Court 

is particularly troubling. 564 U.S. 462 (2011). Stern stands for the limited 

jurisdiction of the Bankruptcy Court over only bankruptcy matters. Id. at 499. An 

expansive gatekeeper injunction, asserting jurisdiction over every possible claim or 

cause of action, goes against Stern. This Court needs to provide guidance to its lower 

courts on the appropriate use of “gatekeeper” functions in light of the jurisdictional 

limitations of Stern and its progeny. 

Debtor also finds authority for the gatekeeper injunction in a court’s ability to 

sanction harassing or vexatious litigants. Debtor cites Baum v. Blue Moon Ventures, 

LLC to argue that the gatekeeper injunction is just an extension of the Bankruptcy 

Court’s inherent power over its docket. 513 F.3d 181 (5th Cir. 2008). Baum is 

focused on a district court’s sua sponte change to an injunction limiting the ability 

to file claims of those who had previously been sanctioned to jail time and a 

$100,000.00 fine for impersonating attorneys, lying to the court, and abusing the 

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11 

judicial system. Id. at 187. Baum, and other cases like it, are not about enjoining 

claims against a debtor that could, after the bankruptcy estate has ended, be brought 

in other courts. 

While it may be the case that the Bankruptcy Court synthesized concepts from 

the likes of In re U.S. Brass Corp., La. World Exposition, Villegas, and Baum, this 

amalgamation of different concepts to reach new conclusions shows that controlling 

authority on the subject is lacking. This is especially the case where the new 

amalgamation contradicts the jurisdictional limits the Supreme Court imposed in 

Stern and this Court’s prohibitions in Pacific Lumber. This points to the need for 

this Court to opine on the issues presented in these Appeals. 

RELIEF REQUESTED 

 Mr. Dondero respectfully requests, pursuant to 28 U.S.C. § 158(d)(2), that this 

Court grant permission for the instant appeal, and all those Related Appeals, to 

bypass the District Court and be heard directly by this Court because (i) as certified 

by the Bankruptcy Court, a direct appeal will materially advance the progress of the 

case and (ii) the underlying judgment involves questions of law without controlling 

precedent. 

April 15, 2021 Respectfully Submitted, 

/s/ Clay M. Taylor 

D. Michael Lynn 

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12 

State Bar I.D. No. 12736500 

John Y. Bonds, III 

State Bar I.D. No. 02589100 

Clay M. Taylor 

State Bar I.D. No. 24033261 

John T. Wilson, IV 

State Bar I.D. No. 24033344 

Bryan C. Assink 

State Bar I.D. No. 24089009 

BONDS ELLIS EPPICH SCHAFER JONES LLP 

420 Throckmorton Street, Suite 1000 

Fort Worth, Texas 76102 

Telephone: (817) 405-6900 

Facsimile: (817) 405-6902 

E-mail: michael.lynn@bondsellis.com 

E-mail: john@bondsellis.com 

E-mail: clay.taylor@bondsellis.com 

E-mail: john.wilson@bondsellis.com 

E-mail: bryan.assink@bondsellis.com 

Attorneys for James Dondero

 

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13 

CERTIFICATE OF SERVICE 

Undersigned counsel hereby certifies that, on this 15th day of April 2021, he 

caused a true and correct copies of this Petition, with all exhibits attached hereto, to 

be served via e-mail on the following parties through their counsel of record: 

Highland Capital Management, L.P.: 

Jeffrey Pomerantz (jpomerantz@pszjlaw.com) 

John A. Morris (jmorris@pszjlaw.com) 

NexPoint Advisors, L.P. 

Highland Capital Management Fund Advisors, L.P. 

Davor Rukavina (drukavina@munsch.com) 

Highland Income Fund 

NexPoint Strategic Opportunities Fund 

Highland Global Allocation Fund 

NexPoint Capital, Inc.: 

A. Lee Hogewood, III (A.Lee.HogewoodIII@klgates.com) 

Get Good Trust 

The Dugaboy Investment Trust: 

Douglas Draper (ddraper@hellerdraper.com) 

/s/ Clay M. Taylor 

 Clay M. Taylor 

CERTIFICATION OF WORD COUNT 

 Pursuant to Federal Rule of Appellate Procedure 32(g), undersigned counsel 

certifies that this Petition complies with Rule 5(c) because it contains 2,537 words, 

excepting those portions that may be excepted, and complies with the typeface and 

type-style requirements of Rule 32 because it has been prepared using Microsoft 

Office Word 2010 and set in Times New Roman font in a size equivalent to 14 points 

or larger. 

/s/ Clay M. Taylor 

 Clay M. Taylor 

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EXHIBIT 

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United States Court of Appeals 

for the Fifth Circuit ___________ 

No. 21-90011 

 ___________ 

In re: Highland Capital Management, L.P., 

 Debtor, 

NexPoint Advisors, L.P.; Highland Capital Management 

Fund Advisors, L.P.; Highland Income Fund; NexPoint 

Strategic Opportunities Fund; Highland Global 

Allocation Fund; NexPoint Capital, Incorporated; 

James Dondero; The Dugaboy Investment Trust; Get 

Good Trust, 

 Petitioners, 

versus 

Highland Capital Management, L.P., 

 Respondent. 

______________________________ 

Motion for Leave to Appeal 

Pursuant to 28 U.S.C. § 158(d)

 _______________________________ 

Before Dennis, Southwick, and Engelhardt, Circuit Judges.

Per Curiam:

United States Court of Appeals 

Fifth Circuit 

FILED 

May 4, 2021 

Lyle W. Cayce 

Clerk 

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No. 21-90011 

2 

IT IS ORDERED that the motion of NexPoint Advisors, L.P. and 

Highland Capital Management Fund Advisors, L.P. for leave to appeal under 

28 U.S.C. § 158(d) is GRANTED.

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United States Court of Appeals

FIFTH CIRCUIT

OFFICE OF THE CLERK

LYLE W. CAYCE

CLERK

TEL. 504-310-7700

600 S. MAESTRI PLACE,

Suite 115

NEW ORLEANS, LA 70130

 May 04, 2021 

MEMORANDUM TO COUNSEL OR PARTIES LISTED BELOW: 

No. 21-90011 NexPoint v. Highland Capital 

 USDC No. 19-34054 

 

Enclosed is an order entered in this case. 

 Sincerely, 

 LYLE W. CAYCE, Clerk 

 

 By: _________________________ 

 Charles B. Whitney, Deputy Clerk 

 504-310-7679 

Mr. Zachery Z. Annable 

Mr. Bryan Christopher Assink 

Mr. Douglas Scott Draper 

Mr. David R. Fine 

Ms. Melissa Sue Hayward 

Mr. Jeffrey N. Pomerantz 

Mr. Davor Rukavina 

Mr. Clay Marshall Taylor 

Mr. Jed Weintraub 

Case: 21-90011 Document: 00515847110 Page: 1 Date Filed: 05/04/2021

Appx. 0957

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001042

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EXHIBIT 

Appx. 0958

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001043

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United States Court of Appeals 

for the Fifth Circuit ___________ 

No. 21-90011 

 ___________ 

In re: Highland Capital Management, L.P., 

Debtor,

NexPoint Advisors, L.P.; Highland Capital Management 

Fund Advisors, L.P.; Highland Income Fund; NexPoint 

Strategic Opportunities Fund; Highland Global 

Allocation Fund; NexPoint Capital, Incorporated; 

James Dondero; The Dugaboy Investment Trust; Get 

Good Trust, 

Petitioners,

versus

Highland Capital Management, L.P., 

Respondent.

 ______________________________ 

Motion for Leave to Appeal 

Pursuant to 28 U.S.C. § 158(d)

 _______________________________ 

Before Dennis, Southwick, and Engelhardt, Circuit Judges.

Per Curiam:

IT IS ORDERED that the motion of Highland Global Allocation 

Fund, Highland Income Fund, NexPoint Capital, Incorporated, and 

United States Court of Appeals 

Fifth Circuit 

FILED 

June 2, 2021 

Lyle W. Cayce 

Clerk 

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001044

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No. 21-90011 

2 

NexPoint Strategic Opportunities Fund for leave to appeal under 28 U.S.C. 

§ 158(d) is GRANTED. 

IT IS FURTHER ORDERED that the motion of James Dondero for 

leave to appeal under 28 U.S.C. § 158(d) is GRANTED. 

IT IS FURTHER ORDERED that the motion of Get Good Trust and 

The Dugaboy Investment Trust for leave to appeal under 28 U.S.C. § 158(d) 

is GRANTED. 

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001045

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United States Court of Appeals

FIFTH CIRCUIT

OFFICE OF THE CLERK

LYLE W. CAYCE

CLERK

TEL. 504-310-7700

600 S. MAESTRI PLACE,

Suite 115

NEW ORLEANS, LA 70130

 June 02, 2021 

MEMORANDUM TO COUNSEL OR PARTIES LISTED BELOW: 

 No. 21-90011 NexPoint v. Highland Capital 

 USDC No. 19-34054 

 

Enclosed is an order entered in this case. 

 Sincerely, 

 LYLE W. CAYCE, Clerk 

 

 By: _________________________ 

 Charles B. Whitney, Deputy Clerk 

 504-310-7679 

Mr. Zachery Z. Annable 

Mr. Bryan Christopher Assink 

Mr. Robert P. Colwell 

Mr. Douglas Scott Draper 

Mr. David R. Fine 

Ms. Melissa Sue Hayward 

Mr. Jeffrey N. Pomerantz 

Mr. Davor Rukavina 

Mr. Clay Marshall Taylor 

Case: 21-90011 Document: 00515884597 Page: 1 Date Filed: 06/02/2021

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001046

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EXHIBIT 

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001047

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Case No. 21-10449 

 

IN THE UNITED STATES COURT OF APPEALS 

FOR THE FIFTH CIRCUIT 

 

In re: Highland Capital Management, L.P. 

Debtor. 

------------------------------------------------ 

NexPoint Advisors, L.P., and Highland Capital Management Fund Advisors, L.P., 

Appellants, 

v. 

Highland Capital Management, L.P., 

Appellee. 

APPELLANTS’ MOTION FOR STAY PENDING APPEAL 

 

Direct Appeal from the United States Bankruptcy Court 

for the Northern District of Texas, Honorable Stacey G.C. Jernigan 

Davor Rukavina, Esq. 

Julian P. Vasek, Esq. 

MUNSCH HARDT KOPF & HARR, P.C. 

500 North Akard Street, Ste. 3800 

Dallas, Texas 75201-6659 

Telephone: (214) 855-7500 

Facsimile: (214) 855-7584 

ATTORNEYS FOR APPELLANTS/MOVANTS

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001048

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i 

Case No. 21-10449 

 

IN THE UNITED STATES COURT OF APPEALS 

FOR THE FIFTH CIRCUIT 

 

In re: Highland Capital Management, L.P. 

Debtor. 

------------------------------------------------ 

NexPoint Advisors, L.P., and Highland Capital Management Fund Advisors, L.P., 

Appellants, 

v. 

Highland Capital Management, L.P., 

Appellee. 

CERTIFICATE OF INTERESTED PERSONS 

The undersigned counsel of record certifies that the following listed persons 

and entities, as described in the fourth sentence of Rule 28.2.1, have an interest in 

the outcome of this case. These representations are made in order that the judges 

of this Court may evaluate possible disqualification or recusal: 

1. APPELLANTS/MOVANT: 

NexPoint Advisors, L.P. 

Owned by: 

 The Dugaboy Investment Trust 

 NexPoint Advisors GP, LLC 

 Owned by: 

 James Dondero 

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001049

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ii 

Highland Capital Management Fund Advisors, L.P. 

 Owned by: 

 Highland Capital Management Services, Inc. 

 Strand Advisors XVI, Inc. 

 Okada Family Revocable Trust 

Represented by: 

 Davor Rukavina, Esq. 

Julian P. Vasek, Esq. 

MUNSCH HARDT KOPF & HARR, P.C. 

2. RETAIL FUNDS MANAGED BY APPELLANTS: 

 

NexPoint Capital, Inc. 

 

Highland Income Fund 

 

NexPoint Global Strategic Opportunities, Fund 

3. APPELLEE/RESPONDENT: 

 

Highland Capital Management, L.P. 

 Owned by: 

 Hunter Mountain Investment Trust 

 The Dugaboy Investment Trust 

 Mark and Pamela Okada Family Trust – Exempt Trust 2 

 Mark and Pamela Okada – Exempt Descendants’ Trust 

 Mark Kiyoshi Okada 

Strand Advisors, Inc. 

 

Represented by: 

PACHULSKI STANG ZIEHL & JONES LLP 

Jeffrey N. Pomerantz, Esq. 

John Morris, Esq. 

HAYWARD PLLC 

Melissa S. Hayward, Esq. 

Zachery Annable, Esq. 

Case: 21-10449 Document: 00515869234 Page: 3 Date Filed: 05/19/2021

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001050

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iii 

4. OTHER PARTIES INDIRECTLY AFFECTED BY APPEAL: 

 

Official Committee of Unsecured Creditors 

 Members: 

 Redeemer Committee of Highland Crusader Fund 

 Meta-e Discovery 

 UBS Securities LLC 

 UBS AG London Branch 

 Acis Capital Management, L.P. 

 Acis Capital Management GP, LLC 

 Josh Terry 

 

All creditors in Highland Capital Management, L.P. bankruptcy 

 

/s/ Davor Rukavina 

Davor Rukavina, Esq. 

Counsel for the Appellants 

 

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001051

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iv 

TABLE OF CONTENTS 

TABLE OF AUTHORITIES ..................................................................................... v 

I. SUMMARY ..................................................................................................... 1 

II. BACKGROUND ............................................................................................. 3 

 A. THE DEBTOR AND THE CLOS ................................................................. 3 

 B. THE CONFIRMATION ORDER AND PLAN .................................................. 4 

 C. MOTION FOR STAY PENDING APPEAL PROCEEDINGS BELOW ................. 6

III. ARGUMENTS AND AUTHORITIES ............................................................ 7 

A. STANDARD FOR A STAY PENDING APPEAL ............................................. 7 

B. THERE IS A LIKELIHOOD OF SUCCESS ON THE MERITS ............................ 8 

i. Legal Standard ............................................................................ 8 

ii. The Plan Violates Pacific Lumber .............................................. 8 

iii. The Plan Violates the Absolute Priority Rule ........................... 16 

iv. Conclusion ................................................................................ 18 

C. MOVANTS WILL SUFFER IRREPARABLE INJURY WITHOUT 

A STAY ................................................................................................. 19 

D. DEBTOR AND CREDITORS WILL NOT BE UNDULY

 PREJUDICED BY A STAY ........................................................................ 21 

E. THE PUBLIC INTEREST IS SERVED BY A STAY PENDING APPEAL........... 22 

F. SECURITY FOR STAY PENDING APPEAL ................................................ 23 

IV. CONCLUSION .............................................................................................. 24 

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001052

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v 

TABLE OF AUTHORITIES 

Cases 

Arnold v. Garlock, 278 F.3d 426 (5th Cir. 2001) ...................................................... 8 

Associated Press v. Otter, 682 F.3d 821 (9th Cir. 2012) ......................................... 20

Bank of Am. Nat’l Trust & Sav. Ass’n v. 203 N. Lasalle P’ship, 

526 U.S. 434 (1999) ............................................................................................ 18

Bank of. La. v. Craig’s Stores of Tex., Inc. (In re Craig’s Stores 

of Tex., Inc.), 266 F.3d 388 (5th Cir. 2001) .................................................. 11, 14

Bank of New York Trust Co., N.A. v. Official Unsecured 

Creditors’ Comm. (In re Pacific Lumber Co.), 

584 F.3d 229 (5th Cir. 2009) .......................................................................passim 

Cooper v. U.S. Postal. Serv., 246 F.R.D. 415 (D. Conn. 2007) .............................. 20 

Dropbox, Inc. v. Thru, Inc. (In re Thru, Inc.), 782 Fed. Appx. 339 

(5th Cir. 2019) ..................................................................................................... 23

In re Blast Energy Services, Inc., 593 F.3d 418 (5th Cir. 2010) ............................. 19

Feld v. Zale Corp. (In re Zale Corp.), 62 F.3d 746 (5th Cir. 1995) .......................... 9

In re Edmonds, 273 B.R. 527 (Bankr. E.D. Mich. 2000) ........................................ 17

In re First S. Sav. Ass’n, 820 F.2d 700 (5th Cir. 1987) ............................................. 8

In re Introgen Therapeutics, 429 B.R. 570 (Bankr. W.D. Tex. 2010) .................... 17

In re Nat’l Gypsum Co., 208 F.3d 498 (5th Cir. 2000) ........................................ 5, 12

In re W. Real Fund, 922 F.2d 592 (10th Cir. 1990) .................................................. 9 

Norwest Bank Worthington v. Ahlers, 485 U.S. 197 (1988).................................... 17

Scott v. Schedler, 826 F.3d 207 (5th Cir. 2016) ....................................................... 13

Tex. Democratic Party v. Abbott, 961 F.2d 389 (5th Cir. 2020) ......................... 8, 18

Weingarten Realty Investors v. Miller, 661 F.3d 904 (5th Cir. 2011) ................. 8, 19 

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001053

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vi 

Statutes and Rules 

11 U.S.C. § 1126 ...................................................................................................... 16 

11 U.S.C. § 1129 ...................................................................................................... 16 

FED. R. BANKR. P. 8007 ....................................................................................... 7, 22 

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001054

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1 

 Highland Capital Management Fund Advisors, L.P. and NexPoint Advisors, 

L.P. (the “Movants”), the appellants in this direct bankruptcy appeal, file this their 

Motion for Stay Pending Appeal (the “Motion”), respectfully stating as follows: 

I. SUMMARY1

 The Movants respectfully request a stay of the Bankruptcy Court’s 

Confirmation Order, by which it confirmed the Chapter 11 Plan of Highland 

Capital Management, L.P. (the “Debtor”). 

A stay is necessary to prevent irreparable harm by ensuring that this Appeal 

does not become equitably moot through the implementation of the Plan. A stay is 

also necessary because the Plan’s injunctions prevent the Movants from exercising 

their contractual and statutory rights, post-confirmation, and from potentially 

asserting claims against various non-debtor parties, which claims the Plan releases, 

exculpates, and enjoins. If a stay is not entered, then the Debtor is likely to 

liquidate all of its holdings with judicial immunity by the time that the merits of 

this appeal are heard. 

A stay is appropriate because the Plan violates this Court’s precedent and the 

Bankruptcy Code. First, the Plan contains sweeping injunction, release, and 

exculpation provisions expressly forbidden by this Court in Pacific Lumber, which 

provisions permanently enjoin the Movants from exercising their lawful rights and 

 

1

 Capitalized terms used in this Summary are defined below. 

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2 

which impermissibly release claims that the Movants have against various nondebtors. The Bankruptcy Court recognized as much, predicting that this Court 

would “extend the holding” of Pacific Lumber—something that this Court has yet 

to do, however. Second, the Plan could not have been confirmed at all under the 

“cramdown” provisions of the Bankruptcy Code because equity interest holders 

retain certain interests even though unsecured creditors rejected the Plan and are 

not paid in full under the Plan. 

A stay will not prejudice the Debtor or other creditors. The Plan does not 

provide for a sale, nor for exit financing, nor for the issuance or new securities or 

investments in the Debtor. Rather, the Plan simply provides for the Debtor to 

liquidate its assets over time, something that the Debtor is presently doing and can 

continue doing without a need for the Plan. 

A stay will serve the public interests. Thousands of innocent investors, 

whose investments (more than $1 billion) the Debtor manages, are enjoined from 

exercising their solemn rights for post-bankruptcy claims. Potential claims they 

hold against the Debtor’s management and non-debtors are simultaneously 

extinguished through the Plan’s exculpation provisions. The public interest cannot 

be served by permitting a Plan that clearly violates this Court’s precedent to 

become effective, and the public interest cannot be served when these innocent 

investors are enjoined from exercising their contractual and statutory rights. 

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001056

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3 

I. BACKGROUND2

A. THE DEBTOR AND THE CLOS

The Debtor is a multibillion-dollar global investment adviser registered with 

the SEC, pursuant to the Investment Advisers Act of 1940.3

 Under that Act, the 

Debtor owes strict fiduciary duties to the funds that it manages and to the investors 

whose investments it manages.4

 Among other things, the Debtor manages more 

than $1 billion in investments in various collateralized loan obligations (“CLOs”) 

pursuant to portfolio management agreements (the “PMAs”) in exchange for 

various fees paid by the CLOs.5

The Movants are also registered investment advisors who manage and 

advise various publicly traded funds, including three such funds (the “Funds”)6

which collectively have invested approximately $140 million in the CLOs the 

Debtor manages.7

 The Movants are also unsecured and administrative creditors 

 

2

 Contemporaneously with the filing of this Motion, the Movants are filing their Appendix 

of Appellants. Citations to the appendix shall be notated as follows: Appx. #. 

3

 Appx. 6. 

4

 Appx. 340 (Tr. 179:8-15). 

5

 Appx. 350-51 (Tr. 189:3-190:12). 

6

 NexPoint Capital Inc., Highland Income Fund, and NexPoint Strategic Opportunities, 

Fund. Appx. 508 (Tr. 52:20-25). 

7

 Appx. 509-11 (Tr. 53:1-55:5). 

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001057

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4 

against the Debtor.8 The Movants have standing to appeal the Confirmation Order 

and to seek a stay pending appeal, as confirmed by the Bankruptcy Court.9

Under at least three PMAs, the Funds may remove the Debtor as CLO 

manager because the Funds hold the requisite percentage of shares. There are 

various other CLOs where the Funds do not hold enough shares but are still able to 

vote their shares along with other shareholders. Thus, should the Debtor, as 

manager, act inappropriately, the Funds, and the Movants acting on their behalf, 

have the ability to protect themselves and their investors, absent the Plan. 

B. THE CONFIRMATION ORDER AND PLAN

The Debtor filed a voluntary petition for relief under Chapter 11 of the 

Bankruptcy Code on October 16, 2019.10 On February 22, 2021, the United States 

Bankruptcy Court for the Northern District of Texas, Dallas Division (the 

“Bankruptcy Court”) entered an order (the “Confirmation Order”)11 confirming the 

Debtor’s Chapter 11 plan (the “Plan”) over the objections of the Movants and 

various others.12 

 

8

 Appx. 777-95. 

9

 Appx. 733 (Tr. 20:15-18); Appx. 863 (Tr. 68:13-15). 

10 Appx. 7. 

11 Appx. 1. 

12 Appx. 92. 

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001058

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5 

Because Class 8, the class of unsecured creditors, rejected the Plan and is not 

paid in full under the Plan,13 the Bankruptcy Court confirmed the Plan under the 

cramdown provisions of the Bankruptcy Code, see 11 U.S.C. § 1129(b)(2)(B), 

including the critical “Absolute Priority Rule.” This Rule is discussed in detail in 

section III.B.iii below. 

The Plan contains various other provisions directly applicable to this appeal. 

First, the Plan assumes the PSAs.14 The effect of assumption is that “the debtor 

must continue to perform . . . the debtor accepts both the obligations and the 

benefits of the executory contract.” In re Nat’l Gypsum Co., 208 F.3d 498, 505-06 

(5th Cir. 2000). Second, the Plan releases and exculpates claims that the Movants 

and others have against numerous non-debtors, as discussed in detail in section 

III.B.ii below. Third, the Plan enjoins the Movants and others from exercising 

their rights and claims against the Debtor and numerous non-debtors, some of 

which claims are subject to a “gatekeeper” injunction where the Bankruptcy Court 

must first determine that a claim against a non-debtor is “colorable,” as discussed 

in detail in section III.B.ii below. 

The Movants timely filed their notice of appeal of the Confirmation Order.15 

On March 31, 2021, and after certification by the Bankruptcy Court,16 the Movants 

 

13 Appx. 6, ¶ 3 (Class 8 rejected Plan); Appx. 41 (Class 8 projected to receive 71%). 

14 Appx. 69, 157-61. 

15 Appx. 772. 

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6 

filed their petition for leave to file a direct appeal of the Confirmation Order, 

asserting five (5) issues on appeal (only the first four (4) of which are relevant to 

this Motion).17 On May 4, 2021, this Court granted the Movants’ petition for a 

direct appeal of the Confirmation Order.18 

C. MOTION FOR STAY PENDING APPEAL PROCEEDINGS BELOW

While the Confirmation Order has been entered, that does not mean that the 

Plan is effective or operative. Rather, as is common, the Plan contains various 

conditions precedent that must be met before the Plan can be declared 

“effective.”19

On February 28, 2021, the Movants sought a stay of the Confirmation Order 

before the Bankruptcy Court.20 On March 19, 2021, the Bankruptcy Court orally 

denied said motion.21 The Bankruptcy Court followed its oral denial with two 

written orders.22

On April 1, 2021, the Movants sought a stay of the Confirmation Order 

before the United States District Court for the Northern District of Texas, Dallas 

 16 Appx. 775. 

17 Appx. 885, 897-99. 

18 Appx. 945. 

19 Appx. 142. 

20 Appx. 947-80. 

21 Appx. 861-76 (Tr. 66:13 – 81:13). 

22 Appx. 878-84. 

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001060

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7 

Division (the “District Court”), as that is where the appeal was then pending.23 On 

April 12, 2021, the District Court entered an order granting expedited 

consideration of said motion and ordering expedited briefing.24 As of the filing of 

this Motion, the District Court has yet to adjudicate the motion for stay pending 

appeal. 

Because this Court now has jurisdiction over this appeal, the Movants now 

file this Motion and seek a stay of the Confirmation Order from this Court. 

The Debtor has agreed to stay the effectiveness of the Plan through June 25, 

2021. Thus, the Plan has yet to become effective or be implemented. 

II. ARGUMENTS AND AUTHORITIES 

A. STANDARD FOR A STAY PENDING APPEAL

Because this Court has granted a direct appeal of the Confirmation Order, 

this Court is the appropriate court to consider a stay of the Confirmation Order 

pending appeal. See FED. R. BANKR. P. 8007(b)(1). The Movants have satisfied 

the requirement of first seeking a stay from the Bankruptcy Court, which denied 

said relief. See id. at 8007(b)(2)(B). 

In determining whether to grant a discretionary stay pending appeal, the 

Court considers the following criteria: (1) the likelihood that the movant will 

 

23 Appx. 912-44. 

24 Appx. 907-11. 

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001061

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8 

prevail on the merits of the appeal; (2) whether the movant will suffer irreparable 

injury if the stay is denied; (3) whether other parties would suffer substantial harm 

if the stay is granted; and (4) whether the public interest will be served by granting 

the stay. See In re First S. Sav. Ass’n, 820 F.2d 700, 709 (5th Cir. 1987). “The 

first two factors are the most critical.” Tex. Democratic Party v. Abbott, 961 F.2d 

389, 397 (5th Cir. 2020). However, the four-element test does not apply “where 

there is a serious legal question involved and the balance of equities heavily favors 

a stay; in those situations, the movant only needs to present a substantial case on 

the merits.” Weingarten Realty Investors v. Miller, 661 F.3d 904, 910 (5th Cir. 

2011). 

B. THERE IS A LIKELIHOOD OF SUCCESS ON THE MERITS 

 i. Legal Standard. 

“[T]he appellant need not always show a ‘probability’ of success on the 

merits; instead, the movant need only present a substantial case on the merits when 

a serious legal question is involved and show that the balance of the equities 

weighs heavily in favor of granting the stay.” Arnold v. Garlock, 278 F.3d 426, 

439 (5th Cir. 2001) (quotations omitted). 

ii. The Plan Violates Pacific Lumber

In Bank of New York Trust Co., N.A. v. Official Unsecured Creditors’ 

Comm. (In re Pacific Lumber Co.), 584 F.3d 229, 253 (5th Cir. 2009), this Court 

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broadly foreclosed nonconsensual releases or exculpations of third party claims; 

i.e. a claim held by a non-debtor against a non-debtor. The Pacific Lumber plan 

proposed to exculpate the debtor’s management and professionals for actions (or 

omissions) they may have taken during the Chapter 11 case. See id. at 251. The 

Court found this impermissible: 

this court has held Section 524(e) only releases the debtor, not coliable third parties. These cases seem broadly to foreclose nonconsensual non-debtor releases and permanent injunctions. . . the 

essential function of the exculpation clause proposed here is to 

absolve the released parties from any negligent conduct that occurred 

during the course of the bankruptcy. The fresh start § 524(e) provides 

to debtors is not intended to serve this purpose. 

Id. at 252 (internal citations omitted). 

 Nor can a release of third party claims be effectuated through an injunction: 

“[s]ection 524 prohibits the discharge of debts of nondebtors. Accordingly, we 

must overturn a § 105 injunction if it effectively discharges a nondebtor.” Feld v. 

Zale Corp. (In re Zale Corp.), 62 F.3d 746, 760 (5th Cir. 1995). The Court 

concluded that no such injunction could be imposed under a plan on a permanent 

basis: 

the stay may not be extended post-confirmation in the form of a 

permanent injunction that effectively relieves the nondebtor from its 

own liability to the creditor. Not only does such a permanent 

injunction improperly insulate nondebtors in violation of section 

524(e), it does so without any countervailing justification of debtor 

protection. 

Id. at 760 (quoting In re W. Real Fund, 922 F.2d 592, 601-02 (10th Cir. 1990)). 

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 Here, the Plan violates these dictates in three substantial ways: (i) it 

exculpates claims for negligence that may be held by the Movants and others 

against numerous non-debtor parties;25 (ii) it enjoins the Movants and others from 

exercising their contractual rights after confirmation under contracts that are 

assumed;26 and (iii) it subjects any claim that the Movants and others may have 

against the foregoing for anything other than negligence to a “gatekeeper 

injunction” where the Bankruptcy Court, reserving “exclusive jurisdiction,” must 

first determine that a “colorable claim” exists.27

 With respect to the Plan’s exculpation provisions, “Exculpated Parties” nondebtor managed funds, employees, the Debtor’s general partner, the Debtor’s 

management and professionals, and the affiliates of the foregoing.28 Subject to 

various limitations, the Plan provides that: 

no Exculpated Party will have or incur, and each Exculpated Party is 

hereby exculpated from, any claim, obligation, suit, judgment, 

damage, demand, debt, right, Cause of Action, remedy, loss, and 

liability for conduct occurring on or after the Petition Date in 

connection with or arising out of . . .29

 On its face, these provisions directly and clearly violate Pacific Lumber. 

But these provisions are even more serious because they also apply to, and 

 

25 Appx. 144 (C. Exculpation). 

26 Appx. 147 (F. Injunction) 

27 Id.

28 Appx. 106. 

29 Appx. 144 (C. Exculpation). 

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exculpate, potential prospective liability incurred after the confirmation of the 

Plan, because these provisions also apply to “the implementation of the Plan.”30

The “implementation of the Plan” will take between two to three years and 

involves the Debtor’s management of more than $1 billion of other peoples’ 

investments.31 This is unprecedented, that a federal court would immunize 

fiduciaries against future claims. This also violates the fundamental premise of 

what it means to exit bankruptcy: 

Once the bankruptcy court confirms a plan of reorganization, the 

debtor may go about its business without further supervision or 

approval. The firm also is without the protection of the bankruptcy 

court. It may not come running to the bankruptcy judge every time 

something unpleasant happens. 

Bank of. La. v. Craig’s Stores of Tex., Inc. (In re Craig’s Stores of Tex., Inc.), 266 

F.3d 388, 390 (5th Cir. 2001). 

It is the equivalent of General Motors releasing the post-confirmation entity 

from liability for manufacturing defects for cars it sells after bankruptcy. Nor is 

this concern an academic one. As the Debtor’s CEO testified at the confirmation 

hearing, the Debtor lost approximately $200 million in value during its bankruptcy 

case, at least $100 million of which the CEO blamed on the Debtor’s prior (yet 

post-bankruptcy) manager.32 

 

30 Id. (sub. iv). 

31 Appx. 350 (Tr. 189:3-9). 

32 Appx. 256-59 (Tr. 95:17-98:6); Appx. 361 (Tr. 200:16-19). 

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 Next, the Plan contains a sweeping, permanent injunction: “all Enjoined 

Parties33 are and shall be permanently enjoined, on and after the Effective Date, 

from taking any actions to interfere with the implementation or consummation of 

the Plan.”34 Of immediate relevance and effect on the Movants, this means that the 

Movants are enjoined from advising or causing their clients, including the Funds, 

to remove the Debtor as the manager of the CLOs, even though the Debtor 

assumed the PMAs and even if the Debtor mismanages the CLOs.35 

As with exculpations, Pacific Lumber broadly foreclosed non-consensual 

“permanent injunctions.” In re Pacific Lumber Co., 584 F.3d at 252-53. More 

technically, the assumption of the PMAs means that the Debtor is obligated to 

perform under them and all rights of the counterparty are preserved and may be 

enforced: “[w]here the debtor assumes an executory contract, it must assume the 

entire contract, cum onere – the debtor accepts both the obligations and the 

benefits of the executory contract.” In re Nat’l Gypsum Co., 208 F.3d at 505-06. 

The Debtor here found a clever way around this fundamental rule by simply 

obtaining an injunction that permanently enjoins and alters contract rights and 

obligations, in direct violation of the Bankruptcy Code. 

 

33 The Movants are “Enjoined Parties.” Appx. 105. 

34 Appx. 147. 

35 Appx. 359 (Tr. 198:12-25). 

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This injunction, prohibiting “any actions to interfere with the 

implementation or consummation of the Plan,” is also both overbroad and vague. 

See Scott v. Schedler, 826 F.3d 207, 211-12 (5th Cir. 2016) (“an injunction is 

overly vague if it fails to satisfy the specificity requirements . . . and it is overbroad 

if it is not narrowly tailored to remedy the specific action”). The Movants should 

not be subjected to potential contempt actions when the Plan fails to define with 

any reasonable specificity what it means to “interfere” with the “implementation or 

consummation” of the Plan. 

With respect to the “gatekeeper injunction,” the Movants are included within 

the “Enjoined Parties” subject to that injunction, which injunction prohibits the 

Movants from taking various actions, including to sue any of the “Protected 

Parties.”36 The “Protected Parties” include the same entities that are exculpated as 

discussed above.37 Like the exculpation provision, this injunction effectuates a 

non-consensual, non-debtor release prohibited by Pacific Lumber because the 

Movants are enjoined from suing the Protected Parties even for claims based on 

“bad faith, criminal misconduct, willful misconduct, fraud, or gross negligence.”38

See In re Pacific Lumber Co., 584 F.3d at 252-53. 

 

36 Appx. 105 (“Enjoined Parties”); Appx. 110 (“Protected Parties”); Appx. 147 (F. 

Injunction). 

37 Appx. 110. 

38 Appx. 147-48. 

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This injunction is not saved by the fact that the Bankruptcy Court may grant 

relief from the injunction if it first determines that an Enjoined Party has a 

“colorable claim” against a “Protected Party.” Nothing in the Bankruptcy Code 

possibly permits the Bankruptcy Court to require a non-debtor to come to it and 

prove that it has a viable claim against another non-debtor before it can assert that 

claim, or else be in contempt of court. And this, too, applies prospectively to 

actions the Debtor will take in the next two to three years during the “wind down 

of the business of the Debtor or Reorganized Debtor” and the “the administration 

of the Claimant Trust.”39 This is unprecedented, it violates due process, it is a 

taking, and it is prohibited by Pacific Lumber. 

The Bankruptcy Court also impermissibly reserved to itself the “sole and 

exclusive jurisdiction to determine whether a claim or cause of action is 

colorable.”40 It is black-letter law that the Bankruptcy Court has no such 

jurisdiction between non-debtors today, and will certainly have no such jurisdiction 

in the future as the Plan is implemented. See In re Craig’s Stores of Tex. Inc., 266 

F.3d at 390 (“After a debtor’s reorganization plan has been confirmed, the debtor’s 

estate, and thus bankruptcy jurisdiction, ceases to exist, other than for matters 

pertaining to the implementation or execution of the plan.”). And it is certainly 

 

39 Id. 

40 Id. 

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black-letter law that the Bankruptcy Court cannot confer onto itself jurisdiction 

that it does not have. 

The end result is that the Movants, and many others, are enjoined 

permanently from exercising their legal and contractual rights; that potential 

present and prospective claims they have against non-debtors are released and 

exculpated; and that they are required to prove a “colorable” claim for any present 

or prospective claim they may have against non-debtors before they may assert that 

claim, while the Debtor and its management, officers, and others are free to 

manage billions of dollars of innocent investors’ funds, taking very large fees for 

themselves, effectively free from the fiduciary duties imposed on them by the 

federal securities laws. This is precisely what Pacific Lumber prohibits, and the 

wisdom of Pacific Lumber’s prohibition is aptly proven by this case. 

The Bankruptcy Court attempted to distinguish Pacific Lumber.

41 In fact, 

the Bankruptcy Court stated its belief that this Court would “extend the holding of 

Pacific Lumber” with respect to the proper scope of an exculpation provision.42 

But if the holdings and limitations of Pacific Lumber must be extended in order for 

the Plan’s exculpation provision to be permissible, then the Movants have 

demonstrated a likelihood of success on the merits of this issue per se. 

 

41 Appx. 744-56. 

42 Appx. 865 (Tr. 70:10-24). 

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iii. The Plan Violates the Absolute Priority Rule. 

Creditors vote by class under a Chapter 11 plan. See 11 U.S.C. § 1126(c). 

Class 8—unsecured creditors—rejected the plan.43 As the Plan does not pay Class 

8 in full44 and Class 8 rejected the Plan, the Plan could only be confirmed if the 

Debtor satisfied the “Absolute Priority Rule.” Under the Absolute Priority Rule, 

the holder of any junior interest—e.g., an equity interest—cannot “receive or retain 

... any property” on account of its junior interest. 11 U.S.C. § 1129(b)(2)(B)(ii). 

Here, the Plan violates the Absolute Priority Rule as a matter of law because 

the Plan gives the Debtor’s limited partners—i.e., junior interest holders—

contingent interests in the “Claimant Trust” created under the Plan to pay creditors 

and, after they are paid in full, to pay equity holders.45 There is no question that 

those contingent trust interests are “property” as admitted by the Debtor at trial: 

“These are contingent interests. They are property. No doubt they are property.”46 

The Debtor’s CEO also testified that the contingent interests are, in his belief, 

inchoate property interests which may have some value in the future.47 As a matter 

of law, an interest in a trust, even one subject to a contingency that may never 

 

43 Appx. 6. One of the Movants, NexPoint Advisors, L.P., is a partial assignee of four Class 

8 Claims. Appx. 777-87. 

44 Appx. 41. 

45 Appx. 120. 

46 Appx. 698 (242:19-20). 

47 Appx. 339 (178:22-25). 

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happen, is “property.” See In re Edmonds, 273 B.R. 527, 529 (Bankr. E.D. Mich. 

2000). The Plan therefore violates the Absolute Priority Rule because equity 

holders retain or receive “property” under the Plan. 

The Debtor argued that these contingent interests may have no value and 

would only vest and be paid if unsecured creditors are paid in full, thus satisfying 

the Absolute Priority Rule.48 But the United States Supreme Court has squarely 

rejected this argument: 

Respondents further argue that the absolute priority rule has no 

application in this case, where the property which the junior interest 

holders wish to retain has no value to the senior unsecured creditors. . 

. We join with the overwhelming consensus of authority which has 

rejected this ‘no value’ theory. . . Whether the value is present or 

prospective, for dividends or only for purposes of control a retained 

equity interest is a property interest. . . And while the Code itself does 

not define what ‘property’ means as the term is used in § 1129(b), the 

relevant legislative history suggests that Congress’ meaning was quite 

broad. Property includes both tangible and intangible property. 

Norwest Bank Worthington v. Ahlers, 485 U.S. 197, 207-08 (1988) (internal 

quotations and citations omitted). Thus, it does not matter that the property may be 

prospective, intangible, or valueless. 

The Bankruptcy Court relied on In re Introgen Therapeutics, 429 B.R. 570 

(Bankr. W.D. Tex. 2010), for the proposition that, so long as the contingent 

interests are not paid unless and until all unsecured claims are paid in full, the 

 

48 Appx. 45. 

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Absolute Priority Rule is satisfied. This opinion was wrongly decided and has 

never been adopted by this Court or any appellate court. 

First, it directly contradicts the language of the Bankruptcy Code, which 

implicates the Absolute Priority Rule if any “property” is being retained or 

received. Second, the opinion looked to the present value of what was being 

retained, something directly foreclosed by the Supreme Court’s opinion in Norwest 

Bank Worthington quoted above. Third, the opinion fails to take into account the 

Supreme Court’s opinion in Bank of Am. Nat’l Trust & Sav. Ass’n v. 203 N. 

Lasalle P’ship, 526 U.S. 434 (1999). There the Supreme Court equated the 

exclusive opportunity to bid on new equity under a plan as itself “property” that 

was being granted or retained in violation of the Rule: “[t]his opportunity should, 

first of all, be treated as an item of property in its own right.” Id. at 455. If an 

exclusive opportunity is “property” for purposes of the Absolute Priority Rule, 

then so is an “opportunity” to share in a future recovery, however remote. 

(iv) Conclusion. 

At a minimum, the Movants have shown that a “serious legal question is 

involved and [that] the balance of the equities weighs heavily in favor of granting 

the stay.” Tex. Democratic Party v. Abbott, 961 F.3d at 397. Permanent federal 

injunctions; a court exculpating someone of potential liability; a court requiring 

someone to come before it and prove that a claim is “colorable” before he may 

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have access to the courts; violating the Absolute Priority Rule—all of these are 

“serious legal questions.” And, given that the Bankruptcy Court ignored the 

dictates of Pacific Lumber, and that billions of dollars of investments from 

thousands of innocent investors are at stake, whose claims are released and who 

are enjoined from exercising their legal rights and remedies after bankruptcy, “the 

equities weighs heavily in favor of granting the stay.” 

Simply put, debtors and bankruptcy courts must not be permitted to use 

expediency to trample on legal rights, in the belief that appeals will become moot 

rendering appellate review unlikely. The Confirmation Order represents such clear 

errors of law and such a “substantial case on the merits” that the Court need not 

even consider the remaining factors governing a discretionary stay pending appeal 

under the authority of Weingarten Realty Investors, 661 F.3d at 910. Nevertheless, 

the Movants address such other factors below. 

C. MOVANTS WILL SUFFER IRREPARABLE INJURY WITHOUT A STAY

First, there is the threat of equitable mootness, which this Court applies to 

Chapter 11 confirmation orders to dismiss appeals because it may be effectively 

too late to “unscramble the eggs.” See, e.g., In re Blast Energy Services, Inc., 593 

F.3d 418, 424 (5th Cir. 2010). Indeed, this Court has recognized potential issues 

with denying a stay pending appeal: 

Although the exigencies of the case appeared to demand prompt 

action, simply denying a stay seems to have been, and often will be, 

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too simplistic a response. A plan may be designed to take effect, as it 

was here, after a lapse of sufficient time to initiate appellate review. A 

supersedeas bond may be tailored to the scope of the appeal. An 

appeal may be expedited. As with all facets of bankruptcy practice, 

myriad possibilities exist. Thus, substantial legal issues can and ought 

to be preserved for review. 

Bank of New York Trust Co., N.A. v. Official Unsecured Creditors’ Comm. (In re 

Pacific Lumber Co.), 584 F.3d 229, 243 (5th Cir. 2009). This is all the more 

important here where the order of the Article I bankruptcy court should be 

reviewed on its merits by an Article III court.

 Second, the various release, exculpation, and injunction provisions of the 

Plan detailed above will lead to irreparable injury if the Movants are unable to 

exercise their contractual rights or take other action to protect their interests and 

those of the investments they manage. Being enjoined from doing what one 

otherwise has the lawful right to do is irreparable injury as a matter of law. C.f. 

Associated Press v. Otter, 682 F.3d 821, 826 (9th Cir. 2012); Cooper v. U.S. 

Postal. Serv., 246 F.R.D. 415, 418 (D. Conn. 2007). 

The Debtor has testified that it intends to liquidate and wind down the CLOs 

in approximately two years.49 During that time, if the Movants dispute how the 

Debtor is doing so, or believe they have claims against the Debtor for its conduct, 

or wish to advise or cause their clients to take action against the Debtor on account 

of the same, the Plan will prohibit them from doing so, and the Debtor and its 

 

49 Appx. 273 (line 5); Appx. 343 (line 5). 

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21 

management will be exculpated. Absent a stay pending appeal, by the time that the 

Movants may ultimately prevail on their appeal, various rights will effectively 

have been lost for good. 

D. DEBTOR AND CREDITORS WILL NOT BE UNDULY PREJUDICED BY A STAY

The Plan does not involve exit financing, a sale of the business, new 

investments, new money coming in, nor anything else that the Debtor does not 

already have to monetize its assets for the benefit of its creditors.50 As the 

Debtor’s CEO confirmed at trial, “post-confirmation, you are basically going to 

continue managing the CLOs and funds and trying to monetize assets for creditors 

the same as you are today.”51 He does not “need anything in the plan that [he] does 

[not] have today to keep managing” the “Funds and the CLOs.”52 

Thus, because the Plan does not give the Debtor anything that it lacks at 

present to continue monetizing its assets, managing the CLOs, and doing 

everything else it would under the Plan, the Debtor and its other creditors will not 

suffer any prejudice if a stay pending appeal is granted. In this respect, the Court 

should take into account that 27 Class 8 creditors rejected the Plan, while only 17 

accepted the Plan.53 It is the unsecured creditors who would be the only ones 

 

50 Appx. 346 (185:3-188:5). 

51 Appx. 349 (188:2-5). 

52 Id. (188:23-189:2). 

53 Appx. 6. 

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potentially prejudiced if the Plan is stayed, as that may delay their recoveries, but 

Class 8 overwhelmingly rejected the Plan. 

E. THE PUBLIC INTEREST IS SERVED BY A STAY PENDING APPEAL

Because the Plan’s exculpation and injunction provisions impermissibly 

infringe upon the contractual, legal, and due-process rights of parties in interest in 

the bankruptcy case, a stay pending appeal will serve the public interest. 

Thousands of innocent investors have invested in the CLOs or funds that the 

Debtor manages, totaling well over $1 billion, including $140 million for just the 

Funds that the Movants manage. A stay will ensure that non-debtor parties can be 

held accountable for their post-petition and post-confirmation conduct. The public 

has a strong interest, for example, in ensuring that the Debtor complies with federal 

securities laws. But the Plan’s exculpation provision and injunction threaten to 

substantially vitiate these laws and effectively relieve the Debtor from its 

obligations and duties (and potential liabilities) thereunder. 

The public interest is also best served by requiring respect for judicial 

precedent, here Pacific Lumber. While the Bankruptcy Court believed that this 

Court will revisit its Pacific Lumber holdings and will expand Pacific Lumber, at 

present Pacific Lumber is the law, and the Bankruptcy Court was bound by it. This 

Court should not permit a Plan that clearly and directly violates Pacific Lumber to 

become effective before addressing the merits of this appeal. 

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F. SECURITY FOR STAY PENDING APPEAL

The Court may, but need not, condition a stay pending appeal on a bond or 

other security being posted. See FED. R. BANKR. P. 8007(c). Because: (i) the Plan 

so clearly violates Pacific Lumber; (ii) the Plan so clearly violates the Absolute 

Priority Rule; (iii) there is the threat of equitable mootness; and (iv) the Debtor and 

creditors would not be harmed by a stay pending appeal, the Movants should not 

be required to post a bond as a condition to obtaining a stay. Indeed, the Debtor 

argued below for a multi-hundred-million dollar bond, clearly designed not to 

protect other parties but to effectively prevent a stay pending appeal as no 

legitimate appellant should be required to post the entire amount of debt in a 

bankruptcy case as a condition of obtaining meaningful appellate relief. 

The only conceivable harm pending appeal is from a delay in payments to 

certain creditors and minor added administrative expenses for having to file reports 

and pleadings with the Bankruptcy Court. If the Plan is affirmed, then those 

creditors would not have use of those funds for a period of time. Here, the Debtor 

believes that it will distribute approximately $60 million to Class 7 and Class 8 

creditors within one year of the Plan going effective, which so far it has not.54 As 

unsecured creditors, these creditors would be entitled to interest at the federal rate 

of post-judgment interest. See Dropbox, Inc. v. Thru, Inc. (In re Thru, Inc.), 782 

 

54 Appx. 766. 

Case: 21-10449 Document: 00515869234 Page: 30 Date Filed: 05/19/2021

Appx. 0992

Case 3:21-cv-01710-N Document 10-24 Filed 10/05/21 Page 31 of 34 PageID 1046

Case 22-03052-sgj Doc 10-24 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 24 Page 31 of 34

001077

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 227 of 242 PageID 1171
24 

Fed. Appx. 339, 341 (5th Cir. 2019). That rate is presently less than 1% and is 

unlikely to rise past that amount during the period of any stay. Thus, the interest 

that any creditor may be able to claim for any delay in payment is less than 1%, or 

less than $600,000.00. With respect to increased administrative costs for having to 

file reports and pleadings with the Bankruptcy Court, the Movants estimate that it 

cannot reasonably cost the Debtor more than $150,000.00 per month to have to 

continue filing reports and pleadings with the Bankruptcy Court that it would no 

longer have to do under its Plan. 

Assuming this Court resolves this appeal within twelve months, the Movants 

therefore submit that a bond or security of no more than $2.4 million is sufficient 

to protect the Debtor and its estate from any harm resulting from the delay in the 

effectiveness of the Plan. 

IV. CONCLUSION 

WHEREFORE, premises considered, the Movants request that the Court 

enter an Order: (i) staying the effectiveness of the Confirmation Order pending 

appeal; and (ii) granting such other relief as is just and proper. 

Case: 21-10449 Document: 00515869234 Page: 31 Date Filed: 05/19/2021

Appx. 0993

Case 3:21-cv-01710-N Document 10-24 Filed 10/05/21 Page 32 of 34 PageID 1047

Case 22-03052-sgj Doc 10-24 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 24 Page 32 of 34

001078

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 228 of 242 PageID 1172
25 

RESPECTFULLY SUBMITTED this the 19th day of May, 2021. 

MUNSCH HARDT KOPF & HARR, P.C. 

By: /s/ Davor Rukavina 

Davor Rukavina, Esq. 

Julian P. Vasek, Esq. 

500 N. Akard St., Ste. 3800 

Dallas, Texas 75201-6659 

Telephone: (214) 855-7500 

Facsimile: (214) 855-7584 

drukavina@munsch.com

jvasek@munsch.com 

COUNSEL FOR HIGHLAND CAPITAL 

MANAGEMENT FUND ADVISORS, 

L.P., AND NEXPOINT ADVISORS, L.P. 

Case: 21-10449 Document: 00515869234 Page: 32 Date Filed: 05/19/2021

Appx. 0994

Case 3:21-cv-01710-N Document 10-24 Filed 10/05/21 Page 33 of 34 PageID 1048

Case 22-03052-sgj Doc 10-24 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 24 Page 33 of 34

001079

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 229 of 242 PageID 1173
26 

CERTIFICATE OF CONFERENCE 

The undersigned hereby certifies that he discussed the relief requested herein 

with Jeff Pomerantz, Esq., counsel of record for the Debtor, who informed the 

undersigned that the Debtor opposes said relief. 

 /s/ Davor Rukavina 

 Davor Rukavina 

CERTIFICATE OF COMPLIANCE 

The undersigned hereby certifies that this Petition complies with Rule 

27(d)(2) because it contains 5,176 words, excepting those portions that may be 

excepted under Rule 32(f). 

 /s/ Davor Rukavina 

 Davor Rukavina 

CERTIFICATE OF SERVICE 

The undersigned hereby certifies that, on this the 19th day of May, 2021, 

true and correct copies of this document, with any exhibits attached thereto, were 

served on the recipients listed below via email. 

Jeffrey N Pomerantz 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Blvd, 13th Floor 

Los Angeles, CA 90067 

Email: jpomerantz@pszjlaw.com 

John A Morris 

Pachulski Stang Ziehl & Jones LLP 

780 Third Avenue, 34th Floor 

New York, NY 10017-2024 

Email: jmorris@pszjlaw.com 

 

 /s/ Davor Rukavina 

 Davor Rukavina 

Case: 21-10449 Document: 00515869234 Page: 33 Date Filed: 05/19/2021

Appx. 0995

Case 3:21-cv-01710-N Document 10-24 Filed 10/05/21 Page 34 of 34 PageID 1049

Case 22-03052-sgj Doc 10-24 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 24 Page 34 of 34

001080

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 230 of 242 PageID 1174
EXHIBIT 

Appx. 0996

Case 3:21-cv-01710-N Document 10-25 Filed 10/05/21 Page 1 of 3 PageID 1050

Case 22-03052-sgj Doc 10-25 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 25 Page 1 of 3

001081

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 231 of 242 PageID 1175
United States Court of Appeals

FIFTH CIRCUIT

OFFICE OF THE CLERK

LYLE W. CAYCE

CLERK

TEL. 504-310-7700

600 S. MAESTRI PLACE,

Suite 115

NEW ORLEANS, LA 70130

 June 21, 2021 

MEMORANDUM TO COUNSEL OR PARTIES LISTED BELOW: 

 No. 21-10449 NexPoint v. Highland Capital Mgmt 

 USDC No. 19-34054 

 USDC No. 3:21-CV-538 

 

Enclosed is an order entered in this case. 

 Sincerely, 

 LYLE W. CAYCE, Clerk 

 

 By: _________________________ 

 Lisa E. Ferrara, Deputy Clerk 

 504-310-7675 

Mr. Zachery Z. Annable 

Mr. Robert P. Colwell 

Mr. Douglas Scott Draper 

Mr. David R. Fine 

Ms. Melissa Sue Hayward 

Mr. Jeffrey N. Pomerantz 

Mr. Davor Rukavina 

Mr. Clay Marshall Taylor 

Mr. Julian Preston Vasek 

Case: 21-10449 Document: 00515906886 Page: 1 Date Filed: 06/21/2021

Appx. 0997

Case 3:21-cv-01710-N Document 10-25 Filed 10/05/21 Page 2 of 3 PageID 1051

Case 22-03052-sgj Doc 10-25 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

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001082

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 232 of 242 PageID 1176
United States Court of Appeals 

for the Fifth Circuit ___________ 

No. 21-10449 

 ___________ 

NexPoint Advisors, L.P.; Highland Capital Management 

Fund Advisors, L.P., 

Appellants,

versus

Highland Capital Management, L.P., 

Appellee.

 ______________________________ 

Appeal from the United States Bankruptcy Court 

for the Northern District of Texas 

USDC No. 19-34054 

 ______________________________ 

Before Dennis, Southwick, and Engelhardt, Circuit Judges.

Per Curiam:

IT IS ORDERED that appellants Highland Capital Management 

Fund Advisors, L.P. and Nexpoint Advisors, L.P.’s motion for stay pending 

appeal is DENIED. 

Case: 21-10449 Document: 00515906887 Page: 1 Date Filed: 06/21/2021

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001083

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001084

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EXHIBIT 

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001088

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 238 of 242 PageID 1182
DOCS_SF:105466.2 36027/002

PACHULSKI STANG ZIEHL & JONES LLP 

Jeffrey N. Pomerantz (CA Bar No.143717) (admitted pro hac vice) 

Ira D. Kharasch (CA Bar No. 109084) (admitted pro hac vice) 

Gregory V. Demo (NY Bar No. 5371992) (admitted pro hac vice) 

10100 Santa Monica Blvd., 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

HAYWARD PLLC 

Melissa S. Hayward 

Texas Bar No. 24044908 

MHayward@HaywardFirm.com 

Zachery Z. Annable 

Texas Bar No. 24053075 

ZAnnable@HaywardFirm.com 

10501 N. Central Expy, Ste. 106 

Dallas, Texas 75231 

Tel: (972) 755-7100 

Fax: (972) 755-7110 

Counsel for the Debtor

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

HIGHLAND CAPITAL MANAGEMENT, L.P.,1

Debtor. 

) 

) 

) 

) 

) 

) 

) 

Chapter 11 

Case No. 19-34054-sgj11 

NOTICE OF OCCURRENCE OF EFFECTIVE DATE OF 

CONFIRMED FIFTH AMENDED PLAN OF REORGANIZATION 

OF HIGHLAND CAPITAL MANAGEMENT, L.P. 

PLEASE TAKE NOTICE that on February 22, 2021, the United States 

Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) entered the Order 

Confirming the Fifth Amended Plan of Reorganization of Highland Capital Management, L.P. 

[Docket No. 1943] (the “Confirmation Order”) confirming the Fifth Amended Plan of 

Reorganization of Highland Capital Management, L.P. (as Modified) [Docket No. 1808] (as 

1

 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address 

for the above-captioned Debtor is 300 Crescent Court, Suite 700, Dallas, TX 75201.

Case 19-34054-sgj11 Doc 2700 Filed 08/11/21 Entered 08/11/21 14:07:35 Page 1 of 4

Appx. 1004

 ̈1¤}HV5(+ !k«

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Docket #2700 Date Filed: 08/11/2021

Case 3:21-cv-01710-N Document 10-27 Filed 10/05/21 Page 2 of 5 PageID 1058

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Exhibit 27 Page 2 of 5

001089

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 239 of 242 PageID 1183
DOCS_SF:105466.2 36027/002 2 

amended, supplemented, or modified, the “Plan”). Unless otherwise defined in this notice, 

capitalized terms used in this notice shall have the meanings ascribed to them in the Plan and the 

Confirmation Order, as applicable. 

PLEASE TAKE FURTHER NOTICE that the Effective Date of the Plan 

occurred on August 11, 2021. 

PLEASE TAKE FURTHER NOTICE that, except with respect to Administrative 

Expense Claims that are Professional Fee Claims or as otherwise set forth in the Plan, requests for 

payment of an Administrative Expense Claim must be Filed with the Bankruptcy Court no later 

than forty-five (45) days after the Effective Date (the “Administrative Expense Claims Bar 

Date”). HOLDERS OF ADMINISTRATIVE EXPENSE CLAIMS THAT ARE REQUIRED 

TO FILE AND SERVE A REQUEST FOR PAYMENT OF SUCH ADMINISTRATIVE 

EXPENSE CLAIMS BY THE ADMINISTRATIVE EXPENSE CLAIMS BAR DATE 

THAT DO NOT FILE AND SERVE SUCH A REQUEST BY THE ADMINISTRATIVE 

EXPENSE CLAIMS BAR DATE SHALL BE FOREVER BARRED, ESTOPPED, AND 

ENJOINED FROM ASSERTING SUCH ADMINISTRATIVE EXPENSE CLAIMS 

AGAINST THE DEBTOR OR THE REORGANIZED DEBTOR. 

PLEASE TAKE FURTHER NOTICE that, unless otherwise ordered by the 

Bankruptcy Court, all final requests for payment of Professional Fee Claims must be Filed no later 

than sixty (60) days after the Effective Date. 

PLEASE TAKE FURTHER NOTICE that the terms of the Plan shall be 

immediately effective and enforceable and deemed binding upon the Debtor or the Reorganized 

Debtor, as applicable, and any and all Holders of Claims or Interests (regardless of whether such 

Claims or Interests are deemed to have accepted or rejected the Plan), all Entities that are parties 

to or are subject to the settlements, compromises, releases, and injunctions described in the Plan 

and Confirmation Order, including, without limitation: the injunction with respect to the 

commencement of claims and causes of action against Protected Parties set forth in Section IX.F 

of the Plan and Sections AA and BB of the Confirmation Order, the duration of injunction and 

stays set forth in Section IX.G of the Plan and Section AA of the Confirmation Order, and the 

continuance of the January 9 Order and July 16 Order set forth in Section IX.H of the Plan and 

Section CC of the Confirmation Order. 

PLEASE TAKE FURTHER NOTICE that on the Effective Date, all Class A 

Limited Partnership Interests, including the Class A Limited Partnership Interests held by Strand, 

as general partner, and Class B/C Limited Partnerships in the Debtor will be deemed cancelled, 

and all obligations or debts owed by, or Claims against, the Debtor on account of, or based upon, 

such Class A Limited Partnership Interests and Class B/C Limited Partnership Interests shall be 

deemed as cancelled, released, and discharged, including all obligations or duties by the Debtor 

relating to the Equity Interests in any of the Debtor’s formation documents, including the Limited 

Partnership Agreement. 

PLEASE TAKE FURTHER NOTICE that the Confirmation Order and the Plan 

Case 19-34054-sgj11 Doc 2700 Filed 08/11/21 Entered 08/11/21 14:07:35 Page 2 of 4

Appx. 1005

Case 3:21-cv-01710-N Document 10-27 Filed 10/05/21 Page 3 of 5 PageID 1059

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Exhibit 27 Page 3 of 5

001090

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 240 of 242 PageID 1184
DOCS_SF:105466.2 36027/002 3 

are available for inspection. If you would like to obtain copies you may: (a) access the Debtor’s 

restructuring website at http://www.kccllc.net/hcmlp; (b) call toll free: (877) 573-3984 or 

international: (310) 751-1829; or (c) email HighlandInfo@kccllc.com and reference “Highland” 

in the subject line. You may also obtain copies of any pleadings filed in this case for a fee via 

PACER at: pacer.uscourts.gov. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

 

Case 19-34054-sgj11 Doc 2700 Filed 08/11/21 Entered 08/11/21 14:07:35 Page 3 of 4

Appx. 1006

Case 3:21-cv-01710-N Document 10-27 Filed 10/05/21 Page 4 of 5 PageID 1060

Case 22-03052-sgj Doc 10-27 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 27 Page 4 of 5

001091

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 241 of 242 PageID 1185
DOCS_SF:105466.2 36027/002 4 

Dated: August 11, 2021. PACHULSKI STANG ZIEHL & JONES LLP 

Jeffrey N. Pomerantz (CA Bar No.143717) 

Ira D. Kharasch (CA Bar No. 109084) 

Gregory V. Demo (NY Bar No. 5371992) 

10100 Santa Monica Boulevard, 13th Floor 

Los Angeles, CA 90067 

Telephone: (310) 277-6910 

Facsimile: (310) 201-0760 

Email: jpomerantz@pszjlaw.com 

 ikharasch@pszjlaw.com 

 gdemo@pszjlaw.com 

 -and- 

 

HAYWARD PLLC 

/s/ Zachery Z. Annable 

Melissa S. Hayward 

Texas Bar No. 24044908 

MHayward@HaywardFirm.com 

Zachery Z. Annable 

Texas Bar No. 24053075 

ZAnnable@HaywardFirm.com 

10501 N. Central Expy, Ste. 106 

Dallas, Texas 75231 

Tel: (972) 755-7100 

Fax: (972) 755-7110 

Counsel for the Debtor 

Case 19-34054-sgj11 Doc 2700 Filed 08/11/21 Entered 08/11/21 14:07:35 Page 4 of 4

Appx. 1007

Case 3:21-cv-01710-N Document 10-27 Filed 10/05/21 Page 5 of 5 PageID 1061

Case 22-03052-sgj Doc 10-27 Filed 05/25/22 Entered 05/25/22 17:52:21 Desc

Exhibit 27 Page 5 of 5

001092

Case 3:22-cv-02280-S Document 3-6 Filed 12/06/22 Page 242 of 242 PageID 1186