IN THE UNITED STATES BANKRUPTCY COURT FOR 

THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

§ 

In re: § Chapter 11 

§ 

PM Management - Killeen I NC LLC, et al., § Case No. 24-30240 (sgj) 

§ 

Debtors.1 § Jointly Administered

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING 

DEBTORS’ THIRD AMENDED SUBCHAPTER V JOINT PLAN OF LIQUIDATION

Upon the: (i) filing by the above-captioned debtors and debtors in possession (the 

“Debtors”) in the above-captioned subchapter V cases (the “Cases”) of the: (a) Debtors’ Third 

Amended Subchapter V Joint Plan of Liquidation (as amended, supplemented, and/or modified, 

1

 The Debtors in these subchapter V of chapter 11 cases, along with the last four digits of each Debtor’s EIN are PM 

Management - Killeen I NC LLC (3105), PM Management - Killeen II NC LLC (3179), PM Management - Killeen 

III NC LLC (3245), and PM Management – Portfolio VIII NC LLC (3048). 

Signed April 29, 2024

______________________________________________________________________

The following constitutes the ruling of the court and has the force and effect therein described.

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the “Plan”) [Docket No. 203],2 a copy of which is attached hereto as Exhibit 1, which Plan amends 

and replaces the previously filed plans of liquidation at Docket Nos. 134, 152, and 186; (b) the 

Declaration of Brittney Whitaker in Support of Confirmation of Debtors’ Subchapter V Plan of 

Liquidation [Docket No. 185] (the “Balloting Declaration”); and (c) the Debtors’ Brief in Support 

of and Response to Objections to Confirmation Of Debtors’ Second Amended Subchapter V Joint 

Plan of Liquidation [Docket No. 189] (the “Confirmation Brief” and with all of these items being 

hereinafter collectively referred to as the “Plan Filings”); (ii) the Court having: (a) reviewed the 

Plan Filings, (b) conducted the Confirmation Hearing, (c) heard the statements, representations, 

and arguments of counsel for Debtors, the Subchapter V Trustee (as defined below), and evidence 

presented or proffered at the Confirmation Hearing, (d) considered the compromises and 

settlements embodied in and contemplated by the Plan, the briefs and arguments regarding 

Confirmation of the Plan, the withdrawal and resolution of any and all objections or informal 

comments to the Plan, the support of the Subchapter V Trustee and other constituents, and the 

evidence regarding Confirmation of the Plan; and (iii) Debtors, through their solicitation agent, 

Omni Agent Solutions (“Omni”), having distributed Solicitation Packages to the Holders of 

Claims entitled to vote on the Plan, as appropriate and required by the Bankruptcy Rules, the Court 

hereby FINDS as follows: 

A. Findings and Conclusions. The findings and conclusions set forth herein and on the 

record during the Confirmation Hearing constitute this Court’s findings of fact and conclusions of 

law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by 

Bankruptcy Rules 7052 and 9014. To the extent any of the findings of fact constitute conclusions 

2

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. 

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of law, they are adopted as such. To the extent any of the conclusions of law constitute findings of 

fact, they are adopted as such.

B. Exclusive Jurisdiction; Venue; Core Proceeding (28 U.S.C. §§ 157(b)(2) and 

1334(a)). This Court has jurisdiction over the Cases pursuant to 28 U.S.C. §§ 157 and 1334. Venue 

in this judicial district was proper as of the Petition Date and continues to be proper pursuant to 28 

U.S.C. §§ 1408 and 1409. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 

157(b)(2)(L), and this Court has the exclusive jurisdiction to consider Confirmation of the Plan 

and enter a final order with respect thereto. 

C. Judicial Notice. The Court takes judicial notice of the docket of the Cases 

maintained by the Clerk of the Court and considers all evidence and arguments made, proffered, 

or adduced at the various hearings held before this Court during the pendency of the Cases.

D. Burden of Proof. The Debtors have the burden of proving the elements of 

Bankruptcy Code section 1191 and the applicable elements of section 1129(a) by a preponderance 

of the evidence. The Debtors have met their burden with respect to all applicable elements under 

Bankruptcy Code sections 1191 and 1129.

E. Subchapter V of Chapter 11 Petitions. On the Petition Date, the Debtors filed 

voluntary petitions for relief under subchapter V of chapter 11 of the Bankruptcy Code. The 

Debtors have continued as debtors in possession pursuant to Bankruptcy Code sections 1108 and 

1184.

F. Subchapter V Trustee. On February 5, 2024, the Office of the United States Trustee 

filed the Notice of Appointment of Subchapter V Trustee [Docket No. 40], appointing Areya Holder 

Aurzada as the subchapter V trustee pursuant to Bankruptcy Code section 1183(a) and 28 U.S.C. 

§ 586(a)(3). 

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G. Solicitation and Tabulation. On March 28, 2024, in accordance with applicable

sections of the Bankruptcy Code, Bankruptcy Rules, Local Rules, and all other applicable laws in 

connection therewith, the Debtors caused Omni to transmit and serve solicitation materials, 

including a copy of the Plan, a form of ballot (“Ballot”), and notice of the confirmation hearing to 

occur on April 23, 2024 at 2:30 p.m. CT (“Confirmation Hearing Notice” and together with the 

Plan and Ballot, a “Solicitation Package”) on the Holders of Claims in Class 3 (the “Voting 

Class”). Under Bankruptcy Code section 1126(f), Debtors were not obligated to solicit votes from 

Holders of Claims and Interests that are not Impaired and deemed to accept the Plan and, the Court 

finds that Classes 1 and 2 are not Impaired under the Plan, and, thus, deemed to have accepted the 

Plan. Under Bankruptcy Code section 1126(g), Debtors were not obligated to solicit votes from 

Holders of Claims and Interests that are fully Impaired and deemed not to accept the Plan and, the 

Court finds that Class 4 is fully Impaired under the Plan, and, thus, deemed not to have accepted 

the Plan. 

H. Notice. On March 28, 2024, the Court entered its Order Providing Notice of 

Confirmation Hearing and Establishing Key Deadlines [Docket No. 137], which approved the 

Debtors’ form Confirmation Hearing Notice and set key deadlines, including, without limitation, 

April 16, 2024 at 5:00 p.m. CT as the deadline to object to Confirmation of the Plan and the 

deadline to vote on the Plan.

I. Transmittal and Mailing of Materials; Notice. The transmittal and service of

Solicitation Packages, through Omni, was conducted in compliance with applicable Bankruptcy 

Rules. As evidenced by Omni’s Certificates of Service [Docket Nos. 144 and 162], Debtors 

provided due, proper, timely, adequate, and sufficient notice to all parties required to be given 

notice of the Confirmation Hearing (including the deadline for filing and serving objections to 

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Confirmation of the Plan), in accordance with the Bankruptcy Rules and the Court’s Order 

Granting Motion for Expedited Hearing on Confirmation of Debtors’ Subchapter V Joint Plan of 

Liquidation [Docket No. 138], and all creditors and parties-in-interest have had ample opportunity 

to appear and be heard with respect thereto, and no other or further notice is required. 

J. Good Faith. Votes for acceptance and rejection of the Plan were solicited in good 

faith and in compliance with Bankruptcy Code sections 1125 and 1126, Bankruptcy Rules 3017 

and 3018, and all other applicable provisions, rules, and statutes such that this Court finds that 

Debtors, Debtors’ professionals, and all of their respective directors, officers, employees, 

members, participants, agents, representatives, partners, affiliates, advisors, and successors or 

assigns, have acted in good faith within the meaning of Bankruptcy Code sections 1125(e) and 

1129(a)(3) and are, thus, entitled to the protections afforded by Bankruptcy Code section 1125(e). 

K. Voting Declaration. All procedures used to tabulate the Ballots were fair and

conducted in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and 

all other applicable rules, laws, and regulations. As evidenced by the Balloting Declaration, the 

Voting Class accepted the Plan.

L. Proper Classification of Claims. The Plan adequately and properly identifies and

classifies all Claims and Interests. Pursuant to 11 U.S.C. § 1122(a), the Claims and Interests placed 

in each Class are substantially similar to other Claims and Interests in each such Class. Pursuant 

to 11 U.S.C. § 1123(a)(1), valid legal and business reasons exist for the various classes of Claims 

and Interests under the Plan and such classification does not unfairly discriminate among Holders 

of Claims and Interests. The Plan’s classification of Claims and Interests is reasonable.

M. Specified Unimpaired Classes. The Plan complies with Bankruptcy Code section

1123(a)(2) by specifying all classes or Claims or Interests that are not Impaired under the Plan.

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N. Specified Treatment of Impaired Classes. The Plan complies with Bankruptcy Code

section 1123(a)(3) by specifying the treatment of all classes of Claims or Interests that are Impaired 

under the Plan.

O. No Discrimination. The Plan complies with Bankruptcy Code section 1123(a)(4)

by providing for equal treatment of Claims or Interests in each respective Class.

P. Implementation of the Plan. Article VII of the Plan provides adequate means for

implementation in accordance with Bankruptcy Code section 1123(a)(5).

Q. No Material Plan Modifications. The Court finds and concludes that any

modifications to the Plan set forth in this Confirmation Order or otherwise (collectively, the “Plan 

Modifications”) do not have any material adverse impact on any interested party and are 

appropriate under the circumstances. 

R. Releases, Exculpations, and Injunctions. Pursuant to Bankruptcy Rule 3016(c), the

Plan describes in specific and conspicuous language all acts to be enjoined by and identifies the

entities that are subject to releases and injunctions provided under, the Plan, including without 

limitation, Article VIII thereof. The Court finds that each release, exculpation, and injunction 

provision set forth in the Plan is: (i) within the jurisdiction of the Court under 28 U.S.C. §§ 1334;

(ii) essential to the implementation of the Plan pursuant to Bankruptcy Code section 1123(a)(5) 

and warranted by the circumstances of the Cases; (iii) an integral element of the Plan; (iv) the 

product of an arms-length transaction and a critical element of obtaining the support of the various 

constituencies for Plan support; (v) fair, equitable, and in the best interests of Debtors’ estates and 

creditors; (vi) important to the overall objectives of the Plan, including without limitation, to 

finally resolve claims against or among key parties in the Cases; and (vii) consistent with 

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Bankruptcy Code sections 105, 1123, and 1129, and other applicable provisions of the Bankruptcy 

Code.

S. Assumption and Rejection of Executory Contracts. In accordance with Bankruptcy 

Code section 1123(b)(2), upon entry of the Confirmation Order, and except with respect to the HC 

Master Lease (defined below), Debtors will be conclusively deemed to have rejected all Executory 

Contracts not expressly assumed prior to the Effective Date or as listed in the Plan Supplement, 

pursuant to Article V of the Plan or another order of the Court. For the avoidance of doubt, no 

prepaid D&O Insurance Policies or other prepaid insurance policies shall be cancelled, and the 

Debtors’ directors, officers, and employees who have valid claims against the D&O Insurance 

Policies for indemnification, defense, reimbursement, or limitation of liability may be paid from 

the D&O Insurance Policies to the extent of the coverage provided by the D&O Insurance Policies. 

As such, and notwithstanding anything in this Plan to the contrary, pursuant to sections 365(a) and 

1123(b)(2) of the Bankruptcy Code, the D&O Insurance Policies or other insurance policies, to the 

extent the contract providing for such is determined to be an executory contract, shall be deemed 

assumed by the Debtors. To the extent the D&O Insurance Policies or other insurance policies are 

invoked by the Liquidation Trustee or as a result of the Transition, the Liquidation Trust shall pay 

any and all deductibles related to the D&O and other insurance Policies. 

T. Arm’s-Length and Touchstone’s Good Faith. The Sale was negotiated and is 

undertaken by the Debtors and Touchstone at arm’s length without collusion or fraud, and in good 

faith within the meaning of section 363(m) of the Bankruptcy Code. Touchstone is not an “insider” 

of the Debtors as that term is defined by section 101(31) of the Bankruptcy Code. Touchstone

(i) recognized that the Debtors were free to deal with any other party interested in acquiring the 

Assets and (ii) complied with the Bankruptcy Code and this Plan in all respects. All payments to 

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be made by Touchstone and other agreements or arrangements entered into by Touchstone in 

connection with the Sale have been disclosed; neither Touchstone nor the Debtors have entered 

into collusive bidding prohibited by Bankruptcy Code section 363(n) by any action or inaction; 

and no common identity of directors or controlling stockholders exists between and among 

Touchstone on the one hand, and the Debtors, on the other. As a result of the foregoing, Touchstone 

is a “good faith purchaser” within the meaning of Bankruptcy Code section 363(m), and as such, 

is entitled to all of the protections afforded thereby, including in the event this Plan or any portion 

thereof is reversed or modified on appeal, and each of Touchstone and the Debtors otherwise have 

proceeded in good faith in all respects in connection with the Sale specifically and these 

Subchapter V Cases generally. 

U. No Fraudulent Transfer. The Transition Agreements were not entered into, and the 

Sale is not being consummated, for the purpose of hindering, delaying or defrauding creditors of 

the Debtors. Neither the Debtors, nor Touchstone has entered into the Transition Agreements or 

is consummating the Sale with any fraudulent or otherwise improper purpose. The Purchase Price 

(defined in the Transition Agreements) constitutes reasonably equivalent value and fair 

consideration under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform 

Fraudulent Conveyance Act and any other applicable law, and the Sale of the Assets may not be 

avoided under section 363(n) of the Bankruptcy Code.

V. No Liability under Section 363(n). Neither the Debtors nor Touchstone engaged in 

any conduct that would cause or permit the Transition Agreements or the consummation of the 

Sale to be avoided, or costs or damages to be imposed, under section 363(n) of the Bankruptcy 

Code. 

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W. Transfer of Assets Free and Clear. The Debtors are the sole and lawful owner of the 

Assets included in the Sale, or otherwise has a valid, enforceable property interest in such, and title 

thereto is vested in the Debtors. Subject to Bankruptcy Code section 363(f) and the satisfaction of 

the KeyBank Fees (defined herein), and except as otherwise provided in this Plan or the 

Confirmation Order, the transfer of each of the Assets to Touchstone will be, as of the date of 

closing the Sale, a legal, valid, and effective transfer of the Assets, which transfer vests or will vest 

Touchstone with all right, title, and interest of the Debtors to the Assets free and clear of, among 

other things: (i) all Liens, (ii) all debts arising under, relating to, or in connection with any act of 

the Debtors or Claims, liabilities, obligations, demands, guaranties, options, rights, contractual 

commitments, restrictions, interests and matters of any kind and nature, whether arising prior to or 

subsequent to the commencement of the Subchapter V Cases, and whether imposed by agreement, 

understanding, law, equity or otherwise (including, without limitation, rights with respect to 

Claims and Liens (x) that purport to give to any party a right of setoff or recoupment against, or a 

right or option to effect any forfeiture, modification, profit sharing interest, right of first refusal, 

purchase or repurchase right or option, or termination of, the Debtors’ or Touchstone’s interests in 

the Assets, or any similar rights, or (y) in respect of taxes, restrictions, rights of first refusal, 

charges of interests of any kind or nature, if any, including, without limitation, any restriction on 

use, voting, transfer, receipt of income or other exercise of any attributes of ownership), relating 

to, accruing or arising any time prior to or on the Closing Date. The Debtors served this Plan on 

all parties who are known or reasonably believed, after reasonable inquiry, to have asserted any 

interest in the Assets included in the Sale. 

X. Free and Clear Findings Required by Touchstone. Touchstone would not have 

entered into the Sale and would not consummate the transactions contemplated thereby if the Sale

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to Touchstone were not free and clear of any and all interests pursuant to Bankruptcy Code section 

363(f), or if Touchstone would, or in the future could, be liable for any of such interests. Upon the 

Effective Date, Touchstone shall not be responsible for any interests with respect to the Sale, 

including the following: (i) any labor or employment agreements; (ii) all mortgages, deeds of trust 

and security interests; (iii) any intercompany loans and receivables between the Debtors of the 

Debtors’ affiliates; (iv) any pension, welfare, compensation or other employee benefit plans, 

agreements, practices and programs, including, without limitation, any pension plan of any 

Debtors, or any affiliate of; (v) any other employee, worker’s compensation, occupational disease 

or unemployment or temporary disability related claim, including, without limitation, claims that 

might otherwise arise under or pursuant to (a) the Employee Retirement Income Security Act of 

1974, as amended, (b) the Fair Labor Standards Act, (c) Title VII of the Civil Rights Act of 1964, 

(d) the Federal Rehabilitation Act of 1973, (e) the National Labor Relations Act, (f) the Age 

Discrimination and Employee Act of 1967 and Age Discrimination in Employment Act, as 

amended, (g) the Americans with Disabilities Act of 1990, (h) the Consolidated Omnibus Budget 

Reconciliation Act of 1985, (i) state discrimination laws, (j) state unemployment compensation 

laws or any other similar state laws, (k) the Worker Adjustment and Retraining Notification Act, 

29 U.S.C §§ 2101 et. seq., or (l) any other state or federal benefits or claims relating to any 

employment with the Reorganized Debtor or any of their predecessors; (vi) interests arising under 

any Environmental, Health and Safety Laws with respect to any assets owned or operated by 

Reorganized Debtor or any corporate predecessor at any time prior to the Effective Date and any 

liabilities of the Debtors; (vii) any bulk sales or similar law; (viii) any tax statutes or ordinances, 

including, without limitation, the Internal Revenue Code of 1986, as amended; (ix) any and all 

Interests arising out of violations, or other non-compliance with any law(s), regulation(s), 

- --

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standard(s), guideline(s), enforcement order(s), or any other authority or requirement enforced by, 

or under the supervision of the Occupational Safety and Health Administration; and (x) any 

theories of successor liability or causes of action related thereto. Sale of the Assets other than one 

free and clear of all interests would yield substantially less value for the Debtors, with less 

certainty, than the Sale as contemplated. Therefore, the Sale contemplated by this Plan maximizes 

the Debtors recovery on the Assets, and, thus, is in the best interests of the Debtors, creditors and 

all other parties in interest. 

Y. Subject to satisfaction of the KeyBank Fees, the Debtors are authorized to sell the 

Assets free and clear of all interests because, with respect to each creditor or other person or entity 

asserting an interest, one or more of the standards set forth in section 363(f)(l)-(5) of the 

Bankruptcy Code has been satisfied. Each creditor or other person or entity asserting an interest 

in the Assets: (i) has, subject to the terms and conditions of this Confirmation Order, consented to 

the Sale or is deemed to have consented; (ii) will have a lien attached to the proceeds of the Sale 

in the same priority and to the same extent as such lien attached to the Assets; (iii) could be 

compelled in a legal or equitable proceeding to accept money satisfaction of such lien, claim, 

encumbrance, or other interest; or (iv) otherwise falls within the provisions of section 363(f) of the 

Bankruptcy Code. All parties in interest, including, without limitation, any holders of claims or 

interests that did not object, or who withdrew their objection to the Sale or the Plan. Those holders 

of claims or interests who did not object (or who ultimately withdrew their objections, if any) to 

the Sale are deemed to have consented to the Sale pursuant to section 363(f)(2) of the Bankruptcy 

Code. Those holders of any claims or interests who did object fall within one or more of the other 

subsections of section 363(f) of the Bankruptcy Code because their claims or interests will attach 

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to the proceeds of the Sale to the same extent and priority as such claims or interests attached to 

the Assets as of the Petition Date.

Z. No Successor Liability. Touchstone is not holding itself out to the public as a 

continuation of the Debtors and is not an “insider” or “affiliate” of the Debtors, as those terms are 

defined in the Bankruptcy Code, and no common identity of incorporators, directors or 

stockholders exists now or has ever existed between Debtors, on the one hand, and the Touchstone, 

on the other. The conveyance of the Assets as part of the Sale does not amount to a consolidation, 

merger or de facto merger of Touchstone and the Debtors; there is not substantial continuity 

between Touchstone and the Debtors; there is no continuity of enterprise between the Debtors and 

Touchstone; Touchstone is not a mere continuation of the Debtors and Touchstone does not 

constitute a successor to the Debtors. Subject to the satisfaction of the KeyBank Fees, 

Touchstone’s acquisition of the Assets shall be free and clear of any “successor liability” claims of 

any nature whatsoever, whether known or unknown and whether asserted or unasserted as of the 

Effective Date. Touchstone’s operations shall not be deemed a continuation of the Debtors’ 

business as a result of the acquisition of the Assets. Touchstone would not have acquired the Assets 

but for the foregoing protections against potential claims based upon “successor liability” theories. 

Touchstone will not have any successor or transferee liability for liabilities of the Debtors or any 

affiliate of the Debtors (whether u federal or state law or otherwise) as a result of the Sale.

AA. Principal Purpose of the Plan. The principal purpose of the Plan is not the avoidance

of taxes or the avoidance of the application of section 5 of the Securities Act of 1933. The Plan, 

thus, satisfies the requirements of Bankruptcy Code section 1129(d). 

BB. Subchapter V Plan Deadline. The Plan complies with Bankruptcy Code section 

1189 because it was timely filed within the deadline of April 29, 2024. 

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CC. Subchapter V Plan Content. The Plan complies with Bankruptcy Code section

1190(1) because the Plan provides the following mandatory content: (i) a brief history of Debtors’ 

business operations and (ii) a liquidation analysis.

DD. Satisfaction of Confirmation Requirements. For the reasons set forth in the

Confirmation Brief, Debtors have satisfied and the Plan complies with, all applicable provisions 

of Bankruptcy Code section 1129(a), which are expressly made applicable by Bankruptcy Code 

section 1191(a) and, even if the Plan could not be confirmed as a consensual plan, the Debtors 

have also satisfied the requirements under Bankruptcy Code section 1191(b) because the Plan does 

not discriminate unfairly and is fair and equitable. 

a. The Plan and the Debtors have complied with all applicable provisions of 

the Bankruptcy Code, as required by Bankruptcy Code sections 1129(a)(1) and (2).

b. The Plan was proposed in good faith and not by any means forbidden by 

law, and, the Debtors have satisfied the good faith requirement under Bankruptcy Code 

section 1129(a)(3). 

c. Any payment made or to be made by the Debtors, for services or for costs 

and expenses in or in connection with the Cases, or in connection with the Plan and incident 

to the Cases, has been approved by, or is subject to the approval of, the Court as reasonable, 

and, thus, the Plan complies with section 1129(a)(4). 

d. Under Article VII of the Plan, the Debtors have disclosed that the Debtors’ 

current Board and officers be dissolved and replaced by the Liquidation Trust and 

Liquidation Trustee and, thus, complies with section 1129(a)(5). 

e. Bankruptcy Code section 1129(a)(6) is inapplicable. 

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f. The Debtors’ evidence, including the Liquidation Analysis attached as 

Exhibit A to the Plan, demonstrates that each Class under the Plan is receiving not less 

than such Class would have received if the Debtors had liquidated under Chapter 7 of the 

Bankruptcy Code. Accordingly, the Plan complies with Bankruptcy Code section 

1129(a)(7).

g. The only Unimpaired Class under the Plan with the right to vote, Class 3, 

voted to accept the Plan. Classes 1 and 2 are not Impaired under the Plan and, thus, are 

deemed to have accepted the Plan. Class 4 is fully Impaired under the Plan and, thus, are 

deemed not to have accepted the Plan. Thus, Bankruptcy Code section 1129(a)(8) has not 

been satisfied. 

h. To the extent that Bankruptcy Code section 1129(a)(9) applies, the Plan may 

be confirmed pursuant to the “special rule” under Bankruptcy Code section 1191(e), which 

provides in pertinent part that a subchapter V “plan that provides for the payment through 

the plan of a claim of a kind specified in paragraph (2) or (3) of section 507(a) may be 

confirmed under section (b) of” Bankruptcy Code section 1191. 

i. The Voting Class has accepted the Plan. 

j. Bankruptcy Code section 1129(a)(11) does not apply to the Plan. 

k. Pursuant to § 4(b)(3) of the Small Business Reorganization Act of 2019, the 

Debtors are not required to make quarterly payments to the U.S. Trustee in accordance with 

28 U.S.C. § 1930(a)(6)(A). Thus, to the extent Bankruptcy Code section 1129(a)(12) 

applies, the Plan may be confirmed. 

l. Bankruptcy Code sections 1129(a)(13)-(16) do not apply to the Plan. 

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m. The Plan does not unfairly discriminate and is fair and equitable, within the 

meaning of Bankruptcy Code section 1191.

(i) Bankruptcy Code section 1191(c)(1) is satisfied because the Plan 

satisfies the requirements under Bankruptcy Code section 1129(b)(2)(A) as to 

Allowed Secured Claims.

(ii) Bankruptcy Code section 1191(c)(2)(B) is satisfied because the Plan 

satisfies the requirement that the value of property to be distributed under the Plan 

is not less than the projected disposable income of the Debtors. 

(iii) Bankruptcy Code section 1191(c)(3)(A) is satisfied because the 

Debtors will be able to make all payments under the Plan.

EE. Requirements for Confirmation Are Satisfied. Debtors have satisfied all of the

requirements for Confirmation of the Plan under Bankruptcy Code section 1191. Confirmation of

the Plan is in the best interests of Debtors’ estates, Debtors’ creditors, and all other parties in 

interest. 

Now, THEREFORE, in view of the foregoing FINDINGS, it is hereby ORDERED, 

ADJUDGED, and DECREED as follows:

1. Incorporation of Findings. The foregoing findings are hereby incorporated into and

form an integral part of this Confirmation Order. 

2. Notice of Confirmation Hearing. Notice of the Confirmation Hearing was

appropriate and satisfactory based upon the circumstances of the Cases and was in compliance 

with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable 

non-bankruptcy law. 

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3. Solicitation. The solicitation of votes on the Plan was appropriate and satisfactory

based upon the circumstances of the Cases and was in compliance with the provisions of the 

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable non-bankruptcy law.

4. Plan Modifications. The Plan Modifications set forth in this Confirmation Order or

otherwise do not have any material adverse impact on any interested party, and may be 

implemented without further notice, hearing, or solicitation, and are appropriate under the 

circumstances. In accordance with Bankruptcy Code section 1127 and Bankruptcy Rule 3019, all 

Holders of Claims who voted to accept the Plan are deemed to have accepted the Plan as modified 

hereby. 

5. Objections. For the reasons stated on the record, any objections to Confirmation of

the Plan that have not been withdrawn, resolved, waived, or settled are overruled on the merits. 

6. Plan Confirmation. The Plan is hereby CONFIRMED in its entirety under

Bankruptcy Code section 1191(a).

7. Approval of Plan Releases, Exculpations, and Injunctions. Each release,

exculpation, and injunction provision set forth in the Plan is hereby approved. 

8. Assumption and Rejection of Executory Contracts. In accordance with Bankruptcy

Code section 1123(b)(2), upon entry of the Confirmation Order, and except with respect to the 

Master Lease and Master Lease Addendum each dated February 1, 2011, as amended by a First 

Amendment to Master Lease Agreement dated February 1, 2015, and all associated subleases (the 

“HC Master Lease”) which shall be rejected effective as of the Effective Date, Debtors will be 

conclusively deemed to have rejected all Executory Contracts not expressly assumed prior to the 

Effective Date or listed in the Plan Supplement, pursuant to Article V of the Plan or another order 

of the Court. For the avoidance of doubt, no prepaid D&O Insurance Policies or other prepaid 

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insurance policies shall be cancelled, and the Debtors’ directors, officers, and employees who have 

valid claims against the D&O Insurance Policies for indemnification, defense, reimbursement, or 

limitation of liability may be paid from the D&O Insurance Policies to the extent of the coverage 

provided by the D&O Insurance Policies. As such, and notwithstanding anything in this Plan to 

the contrary, pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, the D&O 

Insurance Policies or other insurance policies, to the extent the contract providing for such is 

determined to be an executory contract, shall be deemed assumed by the Debtors. To the extent 

the D&O Insurance Policies or other insurance policies are invoked by the Liquidation Trustee or 

as a result of the Transition, the Liquidation Trust shall pay any and all deductibles related to the 

D&O and other insurance Policies.

9. Rejection Damage Claim and Related Claim Bar Date. A proof of claim arising

from the rejection of an Executory Contract or Unexpired Lease (such claim, a “Rejection 

Damage Claim”) must be filed with the Court and served upon counsel for Debtors on or before 

the date that is thirty (30) days after the later of (i) the date of entry of a Confirmation Order with 

respect to the Plan; or (ii) the effective date of rejection of such Executory Contract or Unexpired 

Lease (the “Rejection Damage Claim Bar Date”). Any and all Rejection Damage Claims not 

filed on or before the Rejection Damage Claim Bar Date shall be automatically disallowed and

forever barred in their entirety and shall not be enforceable against Debtors, Debtors’ estates, or 

their respective properties or interests in property as agents, successors, or assigns.

10. Binding Effect. Effective as of the entry of this Confirmation Order, but subject to

the occurrence of the Effective Date, to the fullest extent of applicable law including, without 

limitation, Bankruptcy Code section 1141, the Plan and this Confirmation Order shall be binding 

on: (a) the Debtors; (b) all Holders of Claims and Interests, irrespective of whether they are 

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Impaired under the Plan and whether or not such Holders of Claims and Interests voted to accept 

the Plan; and (c) each person or entity acquiring property under the Plan. The Plan shall apply and 

be enforceable notwithstanding any otherwise applicable non-bankruptcy law. Additionally, entry 

of this Confirmation Order is deemed consent by any counterparty to an Executory Contract or 

Unexpired Lease to the assignment of Debtors’ right, title, and interest in such Executory Contract 

or Unexpired Lease, and as evidence of such consent, a copy of this Confirmation Order may be 

filed with any and all applicable state, federal, or other governmental or regulatory authority and/or 

in any applicable governmental record. 

11. Debtors’ Authorization. Debtors are hereby authorized and fully empowered to take

any and all actions as may be necessary and appropriate to consummate, effectuate, and implement 

the Plan and all transactions contemplated thereby, including, without limitation, to effectuate or 

otherwise document the Transition, pursuant to the terms, and subject to the conditions, of the 

Plan.

12. Sale and Transition. Pursuant to Bankruptcy Code section 1123(b)(4) and upon 

KeyBank’s receipt of the KeyBank Fees (defined below), the Debtors shall sell substantially all 

Assets, exclusive of Cash, accounts receivable, and Causes of Action, to Touchstone free and clear 

of all Liens, Claims, Interests, and all other encumbrances. The full schedule of Assets shall be 

included in the Bill of Sale and Transition Agreements, which shall be attached to the Plan 

Supplement. Closing of the Sale shall occur on the Effective Date. At the closing of the Sale, to 

the extent not otherwise previously satisfied, Debtors shall cause the amounts owed to KeyBank 

under its Loan Documents (as defined in the Final Order Pursuant to 11 U.S.C. § 105, 361, 362, 

363(c)(2), and 507 (I) Authorizing the Debtors to Use Cash Collateral, (II) Granting Adequate 

Protection; (III) Modifying the Automatic Stay; (IV) Setting a Final Hearing; and (V) Granting 

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Related Relief) for reimbursement of attorneys’ fees, costs, and expenses in an amount not to 

exceed $50,000, to be paid to KeyBank (the “KeyBank Fees”). Upon KeyBank’s receipt of the 

KeyBank Fees and the closing of the Sale, any claims filed by KeyBank in the Debtors’ cases shall 

been deemed withdrawn without further action by any party, and all liens securing KeyBank’s 

claims shall be deemed released without further action by any party. 

13. Transition of Services. Upon the Effective Date, the Transition shall occur pursuant 

to the terms of the Transition Agreements.

14. Amendments to Transition Agreements. The Transition Agreements and any 

related agreements, documents, or other instruments may be modified, amended, supplemented or 

restated by the parties thereto in a writing signed by such parties and in accordance with the terms 

thereof, without further order of this Court, provided that any such modification, amendment, 

supplement or restatement does not alter the economic substance of the Transition Agreements. 

15. Transfer Free and Clear. Subject to KeyBank’s receipt of the KeyBank Fees, one 

or more of the standards set forth in section 363(f)(l)-(5) of the Bankruptcy Code has been 

satisfied. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, upon the closing and 

unless otherwise provided in the Transition Agreements, neither Touchstone, nor any of its 

respective successors and assigns shall have any liability for any claim or interest whether known 

or unknown as of the Effective Date, now existing or hereafter arising, whether fixed or contingent, 

whether as a successor, vicariously or otherwise, of any kind, nature or character whatsoever. 

Upon satisfaction of the KeyBank Fees, the Assets are conveyed by the Debtors, to Touchstone

free and clear of any claim or interest.

16. Surrender of Possession. Subject to the prior satisfaction of the KeyBank Fees, any 

and all Assets in the possession or control of any person or entity, including any and all equity 

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security holders, affiliates, vendor, supplier, or employee of the Debtors shall be transferred to 

Touchstone free and clear of all claims or interests and shall be delivered to Touchstone and 

deemed delivered at the time of closing (or such other time as provided in the Transition

Agreements).

17. Vesting of Assets in Touchstone. Effective upon the Effective Date and KeyBank’s 

receipt of the KeyBank Fees, the transfer to Touchstone of the Debtors’ rights, title, and interests 

in the Assets pursuant to the Transition Agreements shall be, and hereby is deemed to be, a legal, 

valid and effective transfer of the Debtors’ rights, title and interests in the Assets, and vests with 

or will vest in Touchstone all right, title, and interest of the Debtors in the Assets set forth in the 

Transition Agreements, free and clear of all claims and interests to the maximum extent permitted 

by section 363 of the Bankruptcy Code. 

18. Sale Exculpation and Release. Neither Touchstone or any of its respective 

affiliates, successors, assigns and advisors shall have or incur any liability to, or be subject to any 

action by the Debtors, their estates or any of their predecessors, successors or assigns, equity 

security holders, or affiliates of the Debtors, arising out of the negotiation, investigation, 

preparation, execution or delivery of the Transition Agreements, and the entry into and 

consummation of the Sale.

19. Sale Injunction. Except as expressly provided in the Transition Agreements or by 

this Confirmation Order, effective upon the Effective Date, all persons and entities, including, but 

not limited to, all debt holders, equity security holders, affiliates of the Debtors, governmental, tax 

and regulatory authorities, lenders, vendors, suppliers, employees, trade creditors, litigation 

claimants and other persons holding claims or interests against or in the Debtors or the Debtors’

interests in the Assets as set forth in the Transition Agreements shall be and hereby are forever 

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barred, estopped and permanently enjoined from asserting, prosecuting or otherwise pursuing such 

claims or interests against Touchstone, its successors and assigns, or the Assets as set forth in the 

Transition Agreements. All persons are hereby enjoined from taking any action that would 

interfere with or adversely affect the ability of the Debtors to transfer the Assets in accordance 

with the terms of the Transition Agreement and this Confirmation Order. Following the closing, 

no holder of a claim or interest against the Debtors, equity security holder, or affiliates of the 

Debtors shall interfere with Touchstone’s title to or use and enjoyment of the Assets as set forth in 

the Transition Agreements. To the extent provided by section 525 of the Bankruptcy Code, no 

governmental unit may revoke or suspend any permit or license relating to the operation of the 

Assets sold, transferred, or conveyed to Touchstone on account of the filing or pendency of these 

Subchapter V Cases or the consummation of the Sale and Transition. 

20. Fair and Equivalent Value. The consideration provided by Touchstone for the 

Assets under the Transition Agreements shall be deemed for all purposes to constitute reasonably 

equivalent value and fair consideration under the Bankruptcy Code and any other applicable law, 

and the Sale may not be avoided, or costs or damages imposed or awarded under section 363(n) 

or any other provision of the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform 

Fraudulent Conveyance Act or under any other law of the United States, any state, territory, 

possession thereof, or the District of Columbia, or any other applicable law.

21. Transfer of Marketable Title. Upon the closing of the Sale and satisfaction of the 

KeyBank Fees, this Confirmation Order shall be construed and shall constitute for any and all 

purposes a full and complete general assignment, conveyance and transfer of all of the Debtors’

rights, title and interests in the Assets set forth in the Transition Agreements, or a bill of sale 

transferring good and marketable title in such Assets set forth in the Transition Agreements to 

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Touchstone at the closing of the Sale pursuant to the terms of the Transition Agreements, free and 

clear of all claims and interests.

22. Good Faith Buyer. Touchstone is entitled to all of the protections afforded by 

section 363(m) of the Bankruptcy Code, and Touchstone has proceeded in good faith in all respects 

in connection with the Sale specifically and these Subchapter V Cases generally. 

23. No Successor Liability. Upon the Effective Date and subject to KeyBank’s receipt 

of the KeyBank Fees, Touchstone’s acquisition of the Assets set forth in the Transition Agreements

shall be free and clear of any “successor liability” claims of any nature whatsoever, whether known 

or unknown and whether asserted or unasserted as of the Effective Date. Touchstone’s operations 

shall not be deemed a continuation of the Debtors’ business as a result of the acquisition of the 

Assets purchased as set forth in the Transition Agreements. 

24. Capital Expenditure Funds. Notwithstanding anything in this Confirmation Order, 

the Plan, or Plan Supplement to the contrary, upon entry of this Confirmation Order, the Debtors 

and their successors and assigns reserve their rights to pursue reimbursement from the Landlord’s 

capital expenditure escrow accounts for expenses actually incurred by the Debtors prior to the 

Effective Date pursuant to the terms of the Debtors’ leases and subleases with the Landlords. 

25. Binding Effect of Confirmation Order on Sale and Transition. This Confirmation

Order and the Transition Agreements shall be binding in all respects upon the Debtors, all creditors 

of the Debtors, and holders of equity security interests in the Debtors, affiliates of the Debtors, 

officers and/or employees of the Debtors, and any holders of claims or interests in, against, or on 

all or any portion of the Assets (whether known or unknown) as set forth in the Transition 

Agreements, and Touchstone and all successors and assigns of Touchstone. 

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26. Satisfaction of Conditions Precedent. Neither Touchstone nor the Debtors shall 

have an obligation to close the Sale and Transition until all conditions precedent in the Transition 

Agreements and the Plan, to each of their respective obligations to close the Sale and Transition,

have been met, satisfied, or waived in accordance with the terms of the Transition Agreement and 

the Plan. 

27. No Material Modifications of Sale and Transition. The Transition Agreements and 

any related agreements, documents or other instruments may be modified, amended, or 

supplemented through a written document signed by the parties thereto in accordance with the 

terms thereof without further order of the Court; provided, however, that any such modification, 

amendment or supplement does not alter the economic substance of the Transition Agreements.

28. Rights of Holders of Allowed Claims. All rights of Holders of Allowed Claims,

including, without limitation, the right to receive a Distribution on account of such Claim(s), shall 

hereinafter be limited solely to the right to receive such Distribution only to the extent and as 

expressly provided in this Confirmation Order and under the Plan. 

29. Notice of Effective Date and Related Deadlines. Within five (5) business days after

the Effective Date, the Liquidation Trustee shall cause to be filed a notice of occurrence of the 

Effective Date (the “Notice of Effective Date”) with the Court and serve it upon all known 

creditors and parties required to receive notice pursuant to Bankruptcy Rule 2002. The Notice of 

Effective Date shall further set forth the Rejection Damage Claim Bar Date, Administrative Claims

Bar Date, and Professional Fee Claim Bar Date, each as set forth and defined herein.

30. Administrative Claims Bar Date. All parties shall file any and all requests for

allowance and payment of administrative expenses incurred on or before the day immediately 

preceding the Effective Date pursuant to Bankruptcy Code section 503, other than Professional 

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Fee Claims (defined below) (collectively, “Administrative Claims”) on the first business day that 

is thirty (30) calendar days after the Effective Date (the “Administrative Expense Bar Date”). 

Administrative Claims filed after the Administrative Expense Bar Date shall be disallowed and 

forever barred in their entirety.

31. Professional Fee Claim Bar Date. All parties shall file any and all final applications

for allowance and payment of fees, costs, and expenses incurred by any estate professionals 

through and including the day immediately preceding the Effective Date pursuant to Bankruptcy 

Code sections 330, 331, 503, or 1103 (collectively, “Professional Fee Claims”) on the first 

business day that is forty-five (45) calendar days after the Effective Date (the “Professional Final 

Fee Application Claims Bar Date”). Professional Fee Claims filed after the Professional Final 

Fee Application Claims Bar Date shall be disallowed and forever barred in their entirety. 

32. Vesting of Property. Except as otherwise provided in the Plan or in this 

Confirmation Order, as of the Effective Date and upon satisfaction of the KeyBank Fees, all of the 

property of the estate vests in the Liquidation Trust. Except as provided in Bankruptcy Code 

sections 1141(d)(2) and (3), and except as otherwise provided in the Plan or in this Confirmation 

Order, after Confirmation of the Plan, the property dealt with by the Plan is free and clear of all 

Claims and Interests of creditors.

33. Ad Valorem Taxes. Notwithstanding anything to the contrary in the Plan or this 

Confirmation Order, the Allowed Claims of Tax Appraisal District of Bell County and The County 

of Coryell, Texas (“Bell and Coryell”) with respect to ad valorem property taxes for tax years 

2023 and 2024 (the “Ad Valorem Tax Claims”) shall be classified as unimpaired “Class 1 Secured 

Claims.” The Debtors or Reorganized Debtors, as applicable, shall pay all allowed tax year 2023 

Ad Valorem Tax Claims of Bell and Coryell in full on or before the Effective Date. Bell and 

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Coryell’s Ad Valorem Tax Claims shall include all accrued interest properly charged under 

applicable non-bankruptcy law through the date of payment.

34. The Bell and Coryell Ad Valorem Tax Claims for tax year 2024 shall be paid no 

later than January 31, 2025 by the party or parties responsible for payment of same under the Bill 

of Sale between the Debtors and Touchstone Communities, LLC, with all statutory penalties and 

interest pursuant to the Texas Tax Code to accrue and be due thereon if the 2024 taxes are not paid 

prior to the stated date. 

35. Bell and Coryell’s pre-petition ad valorem tax liens for tax years 2023 and 2024 

shall be expressly retained in accordance with applicable non-bankruptcy law until the applicable 

tax year’s taxes are fully paid. 

36. Should there be a default on payment of the 2023 or 2024 Bell or Coryell Ad 

Valorem Tax Claims as provided herein, the applicable unpaid taxing entity or entities are 

authorized to proceed with all of their state law rights and remedies under the Texas Property Code 

to collect the full amount of all taxes, penalties, and interest owed, without further order of the 

Bankruptcy Court or notice to parties.

37. Closing of Case. Upon completion of all Distributions under the Plan, the 

Liquidation Trustee shall file a notice of discharge on all Holders of Allowed Claims and such 

notice shall include certification that the Liquidation Trustee has (i) satisfied the requirements 

under Bankruptcy Code section 1192, and (ii) made all required Distributions under the Plan within 

three (3) years from the Effective Date of the Plan. The Liquidation Trustee will notify Touchstone

in writing at least 60 days before closing the Case.

38. Modification after Confirmation. The Liquidation Trustee may modify the Plan at 

any time within the Commitment Period, but such modified plan shall become the Plan only if 

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circumstances warrant and the Court, after notice and a hearing, confirms such proposed 

modifications under Bankruptcy Code section 1191.

39. Discharge of Subchapter V Trustee. Pursuant to Bankruptcy Code section 1183, the

Subchapter V Trustee shall terminate any and all services with respect to the Debtors and the Cases 

once the Plan has been substantially consummated. Not later than fourteen (14) days after the Plan 

is substantially consummated, the Liquidation Trustee shall file with the Court and serve on the 

Subchapter V Trustee, the Office of the United States Trustee, and all parties in interest notice of 

such substantial consummation. 

40. Amendments/Headings. This Confirmation Order may be amended or 

supplemented only upon further, Final Order of the Court. The headings used herein are for ease 

of reference only and shall not be used in interpreting this Confirmation Order. 

41. Retention of Jurisdiction. Notwithstanding the entry of this Confirmation Order or 

the occurrence of the Effective Date, this Court shall retain jurisdiction over all matters arising in, 

arising under, or related to these Cases to the fullest extent legally permissible. 

42. Successors/Assigns. This Confirmation Order shall be binding upon, and inure to

the benefit of, Debtors’ successors, designees, assigns, beneficiaries, executors, administrators, 

and personal representatives.

43. Conflicts Between this Confirmation Order and the Plan. The provisions of the Plan

and this Confirmation Order shall be construed in a manner consistent with each other so as to 

effect the purpose of each; provided, however, that if there is determined to be any inconsistency 

between any Plan provision and any provision of this Confirmation Order that cannot be so 

reconciled, then solely to the extent of such inconsistency the provisions of this Confirmation 

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Order shall govern. The provisions of this Confirmation Order are integrated with each other and 

are non-severable and mutually dependent unless expressly stated by further order of this Court. 

44. Liquidation Trust Agreement. The Liquidation Trust Agreement, as amended and 

attached hereto as Exhibit 2, shall be the operative Liquidation Trust Agreement. The provisions 

of the Plan and this Liquidation Trust Agreement shall be construed in a manner consistent with 

each other so as to effect the purpose of each; provided, however, that if there is determined to be 

any inconsistency between any Plan provision and any provision of the Liquidation Trust 

Agreement that cannot be so reconciled, then solely to the extent of such inconsistency the 

provisions of the Liquidation Trust Agreement shall govern. 

45. Finality and Immediate Effect of Confirmation Order. This Confirmation Order 

(i) is a Final Order and the period in which an appeal must be filed shall commence upon the entry 

hereof; and (ii) notwithstanding the applicability Bankruptcy Rule 3020(e), shall be immediately 

effective and enforceable upon the entry hereof. The failure to reference or address all or part of 

any particular provision of the Plan herein has no effect on the validity, binding effect, or 

enforceability of such provision and such provision has the same validity, binding effect, and 

enforceability as every other provision of the Plan.

46. Notice. Within five (5) business days of the entry of this Confirmation Order,

Debtors shall transmit a copy of this Confirmation Order via first class mail with postage prepaid 

to all of its known creditors and parties-in-interest. Such notice shall be adequate under the 

circumstances and shall be sufficient to meet the requirements necessary for due process and 

Bankruptcy Rule 2002(f)(7). 

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47. The Liquidation Trustee shall file post-confirmation distribution reports within 

forty-five (45) days of making any Distribution under the Plan and shall comply with Local Rule 

3022-1 when seeking a Final Decree. 

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4892-8590-6871, v. 5

Exhibit 1

Plan

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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

§ 

In re: § Chapter 11

§

PM Management - Killeen I NC LLC, et al.,

1 § Case No. 24-30240 (sgj)

§ 

Debtors. § (Jointly Administered)

§

DEBTORS’ THIRD AMENDED SUBCHAPTER V JOINT PLAN OF LIQUIDATION

Liz Boydston (SBN 24053684) 

Alexandria Rahn (SBN 24110246) 

Gutnicki LLP 

10440 N. Central Expy., Suite 800 

Dallas, Texas 75231

Telephone: (469) 895-4413 

Facsimile: (469) 895-4413 

lboydston@gutnicki.com 

arahn@gutnicki.com 

Max Schlan (Admitted Pro Hac Vice)

Gutnicki LLP 

45 Rockefeller Plaza 

Suite 2000 

New York, New York 10111 

Telephone: (646) 825-2330 

Facsimile: (646) 825-2330 

mschlan@gutnicki.com 

COUNSEL TO THE DEBTORS 

AND DEBTORS IN POSSESSION 

Dated: April 25, 2024 

1

 The Debtors in these subchapter V of chapter 11 cases, along with the last four digits of each Debtor’s EIN are PM 

Management - Killeen I NC LLC (3105), PM Management - Killeen II NC LLC (3179), PM Management - Killeen 

III NC LLC (3245), and PM Management – Portfolio VIII NC LLC (3048). 

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i 

TABLE OF CONTENTS 

I. PLAN AND CONFIRMATION REQUIREMENTS ..................................................... 1

A. Brief History of the Business Operations of the Debtor ............................................. 1

B. This Plan Meets the “Best Interest of Creditors” Test and Is “Fair and Equitable”.... 4 

C. The Debtors Will Be Able to Make All Distributions Contemplated Under this Plan 5 

II. DEFINITIONS AND CONSTRUCTION OF TERMS ................................................. 5

A. Definitions ................................................................................................................... 5 

B. Interpretation, Application of Definitions, and Rules of Construction ..................... 14 

III. UNCLASSIFIED CLAIMS ............................................................................................ 15

A. Treatment of Administrative Claims ......................................................................... 15 

B. Treatment of Professional Fee Claims ...................................................................... 15

C. Priority Tax Claims.................................................................................................... 16

IV. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ............ 16

A. Classification and Treatment of Claims and Interests ............................................... 16 

V. EXECUTORY CONTRACTS AND UNEXPIRED LEASES ..................................... 18

A. Assumption and Rejection of Executory Contracts and Unexpired Leases.............. 18

B. Cure of Defaults and Adequate Assurance ................................................................ 18

C. Reservation of Rights ................................................................................................ 19

VI. DISTRIBUTIONS........................................................................................................... 19

A. Liquidation Trustee to Make Distributions ............................................................... 19

B. Quarterly Reports ...................................................................................................... 20

C. Method of Payment ................................................................................................... 20

D. Objections to and Resolution of Claims .................................................................... 20 

E. Claims Objection Deadline ....................................................................................... 20

F. Disputed Claims ........................................................................................................ 20

G. Delivery of Distributions........................................................................................... 21

H. Undeliverable or Unclaimed Distributions................................................................ 21

I. Setoff and Recoupment ............................................................................................. 21

J. No Interest ................................................................................................................. 21 

VII. MEANS OF IMPLEMENTATION ............................................................................... 22

A. Establishment of Liquidation Trust ........................................................................... 22

B. Liquidation Trust Committee .................................................................................... 22

C. Appointment of the Liquidation Trustee ................................................................... 22

D. Beneficiaries of the Liquidation Trust....................................................................... 23

E. Vesting and Transfer of Assets to the Liquidation Trust ........................................... 23

F. Liquidation Trust Expenses ....................................................................................... 23

G. Role of the Liquidation Trustee ................................................................................. 23

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H. Preservation of Right to Conduct Investigations ....................................................... 25

I. Prosecution and Resolution of Causes of Action ...................................................... 25

J. Federal Tax Treatment of the Liquidation Trust for the Assets ................................. 26

K. Limitation of Liability ............................................................................................... 26

L. Term of Liquidation Trust ......................................................................................... 26

M. Retention of Professionals ......................................................................................... 26

N. Conflicts Between Liquidation Trust Agreement and Plan ....................................... 27

O. Cancellation of Existing Securities and Agreements ................................................ 27

P. Automatic Stay.......................................................................................................... 27

Q. Books and Records.................................................................................................... 27

R. D&O Insurance Policies and Other Insurance Policies............................................. 27

S. Sale of Assets............................................................................................................. 28

T. Transition of Services................................................................................................ 30

U. Section 1145 Exemption............................................................................................ 30

VIII. EFFECT OF PLAN CONFIRMATION ................................................................... 30

A. Binding Effect ........................................................................................................... 30

B. Compromise and Settlement of Claims..................................................................... 30

C. Plan Injunction .......................................................................................................... 31

D. Protected Party Injunction......................................................................................... 31

E. Exculpation................................................................................................................ 32

F. Releases by the Debtors ............................................................................................ 32

G. Release and Exculpation Injunction .......................................................................... 33

H. Discharge of Claims .................................................................................................. 33

I. Preservation of Causes of Action .............................................................................. 35

J. Release of Liens ........................................................................................................ 36

K. Liabilities to, and Rights of, Governmental Entities................................................. 36

IX. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE............................ 37

A. Conditions Precedent to Confirmation...................................................................... 37

B. Conditions Precedent to the Effective Date............................................................... 37

C. Waiver of Conditions Precedent................................................................................ 38

D. Effect of Nonoccurrence of Conditions..................................................................... 38

X. RETENTION OF JURISDICTION.............................................................................. 38

XI. MISCELLANEOUS PROVISIONS.............................................................................. 40

A. Amendment or Modification of this Plan.................................................................. 40

B. Plan Supplement........................................................................................................ 40

C. Additional Documents............................................................................................... 40

D. Governing Law.......................................................................................................... 41

E. Time........................................................................................................................... 41

F. Severability................................................................................................................ 41

G. Revocation................................................................................................................. 41

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H. Reservation of Rights ................................................................................................ 41

I. Successors and Assigns ............................................................................................. 42

J. Service of Documents ............................................................................................... 42

K. Entire Agreement ....................................................................................................... 42

L. Inconsistency ............................................................................................................. 43

M. Votes Solicited in Good Faith.................................................................................... 43

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1

I. Plan and Confirmation Requirements

To confirm a plan under Bankruptcy Code section 1191, whether this Plan is consensual or 

not, certain requirements must be satisfied under Bankruptcy Code section 1129(a), including, 

without limitation, the “Best Interest of Creditors” test set forth under Bankruptcy Code section 

1129(a)(7). See 11 U.S.C. § 1191. Thus, this Plan must provide Holders of Allowed Claims with 

not less than they would receive if the Debtors filed for relief under Chapter 7 of the Bankruptcy 

Code. Additionally, this Plan must be “fair and equitable” (as defined by section 1191(c)), and the 

Bankruptcy Court must find that the Debtors will be, or are reasonably likely to be, able to make 

the Distributions as contemplated by this Plan. Additionally, this Plan must include: (a) a brief 

history of the business operations of the Debtors; (b) the Debtors’ liquidation analysis; and 

(c) projections with respect to the Debtors’ ability to make the Distributions provided for under 

this Plan. See 11 U.S.C. § 1190(1). 

The Debtors submit that this Plan: (a) provides the necessary content required by 

Bankruptcy Code section 1190; and, as set forth more fully below, (b) is confirmable under section 

1191 because: (i) pursuant to the terms of this Plan, Holders of Allowed Claims will receive not 

less than they would in a hypothetical chapter 7 liquidation; (ii) is “fair and equitable” within the 

meaning of section 1191(c) of the Bankruptcy Code; and (iii) is feasible as the Debtors will be able 

to make the Distributions contemplated under this Plan, as required by Bankruptcy Code section 

1191(c)(3)(A)(i) and (ii).

A. Brief History of the Business Operations of the Debtor 

The Debtors are part of Abri Health, which, as of April 2023, managed and provided skilled 

nursing and assisted living services to 10 skilled nursing facilities (“SNFs”) and one assisted living 

facility (“ALF’) in Texas, providing care on a daily basis to thousands of patients and residents. 

On April 5, 2023, a landlord filed a receivership, to which Abri consented, over five (5) of Abri’s 

SNFs, leaving the Debtors’ four (4) facilities and two (2) other non-debtor facilities under the Abri 

group. 

The Debtors operate three (3) SNFs, and one (1) ALF (collectively, the “Facilities” and 

each, a “Facility”). In addition to patient healthcare, the Debtors—solely through Abri as 

manager—provide rehabilitation, therapy, and other services to their patients and residents. The 

Facilities are located in the Killeen, Texas area.

Operators of SNFs across the country are and have been experiencing significant 

challenges and financial distress in recent years, especially with the COVID-19 pandemic’s lasting 

effects of fewer employees and exponentially higher contract labor costs. The challenges faced by 

the Debtors are similar to those experienced by other SNF operators and widespread within the 

skilled nursing industry. The Debtors faced increasing financial pressure caused by, among other 

things, declining reimbursement rates, difficulties in collecting accounts receivable, declining 

census and occupancy rates due to COVID, increasing lease obligations, outsized leases, tightening 

terms with various trade creditors, and exponentially increased nursing staffing and agency labor 

costs. All of these factors have combined to negatively impact the Debtors’ operations and cash 

flow. 

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In April 2023, a landlord (“CHI”) filed a receivership over five (5) non-debtor facilities 

and Abri, and this Court ruled that the receivership could not include Abri. That receiver (the “CHI 

Receiver”) required Abri’s services and employees to operate the facilities until a transition could 

occur. This Court ordered the CHI Receiver and/or CHI to pay Abri for the services and employees 

Abri provides to the CHI Receiver. Abri managed those facilities for 86 days and on June 30, 2023, 

Abri transitioned management services of those facilities to the CHI Receiver. Abri’s services 

totaled $1,952,277.01, which is undisputed by the CHI Receiver. The only payment the CHI 

Receiver has ever made to Abri was on August 9, 2023 in the amount of $[200,000]. Since July 1, 

2023, Abri has been forced to continue to fund—over Abri’s objection—the IT costs, billing 

systems access, and patients’ internet and cable costs for the CHI Receiver’s facilities, which has 

cost Abri $537,096.80. To date, the CHI Receiver and CHI have refused to pay Abri the 

$2,089,373.81 (and continues to accrue) still owes Abri. 

Due to the CHI Receivership, certain orders were issued to Abri’s bank, CIBC, regarding 

the CHI facilities’ bank accounts. Abri objected to the CHI Receiver’s request to control the HUD 

Concentration Account (the “Debtors’ HUD Concentration Account”), because that account has 

been used as the central concentration account for all of Abri’s HUD-related facilities since 2021. 

Despite the CHI Receiver not gaining access to the Debtors’ HUD Concentration Account—and 

without notice to or knowledge by Abri—CIBC stopped the daily sweeps from the Debtors’ HUD 

Concentration Account, activated post-no-debits (“PNDs”), and mistakenly removed Abri’s ability 

to view the Debtors’ HUD Concentration Account through Abri’s banking portal. 

In or around June 2023, one or more of the individual owners of Abri began negotiations 

with the Debtors’ landlord HC Hill Country Associates, Ltd., H-C Associates, Ltd., and HC-RW 

Associates, Ltd. (together, the “Landlords”) to potentially purchase the real property on which the 

Debtors operate. The parties executed an LOI, but negotiations fell through in December 2023 

when the Debtors were unable to pay the December debt service to Landlord. Due to Abri 

Executive Management’s perceived cash shortfalls at Abri (from the inability to view the HUD 

Concentration Account, the unpaid CHI Receivership obligations, and covering the Debtors’ 

shortfalls), Abri was unable to cover the Debtors’ December debt service. The January debt service 

was also not paid. 

In early January 2024, the accounting team reviewed the reconciliation activity at all the 

Debtors’ and Abri-related bank accounts to see if any accounts still had any money in them. It was 

by this act that it was discovered that the Debtors’ HUD Concentration Account was hidden from 

view of the Abri banking portal. In that HUD Concentration Account was $7,449,745.58—money 

that, but for the daily sweeps being stopped, would have been swept daily into the Abri central 

treasury and would have been used in the ordinary course of business to fund the Debtors’ 

operations, including the Debtors’ share of Corporate employees, insurance, taxes, legal, and all 

other services provided by Corporate. 

When the Debtors’ HUD Concentration Account was rediscovered or about January 5, 

2024, a massive sigh of relief washed over the entire Abri group. However, Abri still was unable 

to transfer funds from the Debtors’ HUD Concentration Account, and so the accounting team 

-

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requested that CIBC immediately transfer $13,291.44 to fund payroll for the Debtors and 

Corporate on January 8, 2024. 

On January 9, 2024, without notice to the Debtors (or Abri as manager of Debtors), the 

Landlords filed an emergency receivership motion in Bell County, Texas, and the Receiver was 

appointed hours later. The timing of the Receiver’s appointment could not have been worse from 

the perspective of patient safety and staff wages and salaries. Because the Debtors’ HUD 

Concentration Account was just rediscovered and the daily sweep had not been reactivated yet, 

when the Receiver was appointed, he sought control of the Debtors’ HUD Concentration 

Account—which Abri disputed because that account held almost all moneys available to Abri and 

the Debtors—so CIBC froze the Debtors’ HUD Concentration Account. It was now dire.

On January 12, 2024, Abri and the Debtors hired Kevin O’Halloran as CRO. The CRO’s 

first order of business was to terminate the Executive Management. The CRO next spoke with the 

Corporate Accounting team and called CIBC to explain that patient safety was first and foremost 

and payroll for the Debtors and Corporate were critical to be funded immediately. The Debtors 

joined the Receiver to the call to discuss the same critical need, and the CRO and the Receiver 

agreed to allow CIBC to fund payroll from the Debtors’ HUD Concentration Account. 

Next the CRO’s advisors contacted the Receiver and provided detailed bank data so the 

Receiver could see that the money in the Debtors’ HUD Concentration Account was nearly the 

only money available to Abri or the Debtors; and without use of the money in the Debtors’ HUD 

Concentration Account, the Debtors would be unable to provide healthcare to the patients, because 

Abri would not be able to pay critical vendors relied on by the Debtors and Corporate employees 

who provide nearly all of the necessary management services for the Debtors to operate.

Between January 12, 2024 and January 21, 2024, the Receiver would take or return the 

CRO’s calls. The Receiver informed the CRO that he was dependent upon Abri and needed Abri 

to continue to provide 100 percent of the services and employees it provides to the Debtors. The 

Receiver also asked that the CRO involve the Receiver in any decision regarding terminating 

employees who were involved in clinical or operational oversight or would in any way impact the 

Debtors’ clinical or operational activities—which the CRO did. On January 16, 2024, the Receiver 

and the CRO were able to agree to allow CIBC to release $650,000 for the Debtors’ trade payables, 

$30,000 for P-cards, and $600,000 to Abri for Corporate payroll and critical vendor payables, thus 

allowing the Debtors to provide continuous health care to their patients. On January 22, 2024, the 

Receiver agreed to allow payment of $790,884.81 for the Debtors’ payroll and $464,517.27 for 

Corporate payroll. 

On the weekend of January 20, 2024, after conversations with the Receiver about the 

provision of services to the Receiver (and as requested by the Receiver), the CRO outlined a 

proposal regarding the cost and payment necessary for Abri to continue to provide 100 percent of 

the management services and employees to the Debtors’ patients and residents while the Receiver 

undertook the task of selling the business. However, on Sunday, January 21, 2024, the Receiver 

informed the CRO that he would have to get permission from Landlords’ counsel to engage with 

him on any proposal and suggested that he would respond on Monday January 22, 2023; ultimately 

the Receiver provided no meaningful answer, rather went silent on returning calls. In response, 

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the CRO engaged counsel on behalf of the Debtors to, among other things, prepare a potential 

bankruptcy filing. 

Unfortunately, over the weekend of January 28, 2024, the Landlords’ principal informed 

the CRO that his counsel and the Receiver told him that the money in the Debtors’ HUD 

Concentration Account “was his,” he “was better off holding onto the money in the receivership” 

because he “would get his money,” i.e. the Receiver had promised to pay some of Landlords’ 

pre-receivership (and now pre-petition) debt and try to bring Landlords’ rent current. The CRO 

explained that the funds in the Debtors’ HUD Concentration Account were the only available funds 

to the Debtors to operate and provide patient care and that if the Receiver used those funds to bring 

Landlords’ rent current, employees would not be paid, critical vendors like food, oxygen, and 

utilities would not be paid, and patients’ lives would be at risk. 

On the morning of January 29, 2024, the Receiver sent an email to the Debtors’ counsel 

indicating that he was seeking consent to pay his own fees without providing any detail or amount 

(after only having been in position for 19 days). A review of the receivership order drafted by 

Landlords’ counsel and entered by the state court without edit lists out the priority of payment, 

which was first paying the Receiver and Landlords’ attorneys’ fees, then to Landlord’s property 

expenses, then to debt-service, then to past-due rent and nothing to patient care, i.e. payroll, 

payables, food, medical supplies. 

 Having received almost no response from the Receiver on the earlier proposal, concerned 

about the language in the receivership order, and hearing from the Landlords’ principal about what 

his advisors and the Receiver were telling him about how the Receiver would use the money in 

the Debtors’ HUD Concentration Account, plus learning that the first communication from the 

Receiver to Debtors’ counsel was regarding payment of his fees, the CRO felt that patient care was 

not the Receiver’s or the Landlords’ priority. The CRO directed Debtors’ counsel to file the 

Debtors’ petitions for bankruptcy. 

Following the Petition Date, disputes with the Landlords continued. On February 7, 2024, 

the Landlords filed a motion to dismiss the Debtors’ Subchapter V Cases. The motion to dismiss 

has yet to be resolved. Notwithstanding the Landlords’ motion to dismiss, the Debtors strived to 

find a replacement operator/manager to takeover operation and management of the Facilities. After 

a diligent search of qualified operators able to maintain patient care, Touchstone Communities, 

LLC (“Touchstone”) agreed to the transition of services with the Debtors. Approval of the 

Transition Agreements between the Debtors and Touchstone will occur through confirmation of 

this Plan. Transition to Touchstone is also conditioned on Touchstone’s acquisition of the Facilities 

from the Landlords. 

B. This Plan Meets the “Best Interest of Creditors” Test and Is “Fair and 

Equitable” 

In accordance with Bankruptcy Code section 1191(c), this Plan provides that all 

Distributions will be funded with the Debtors’ assets through the Liquidation Trust within the 

Commitment Period. Additionally, the Debtor’s Liquidation Analysis, attached hereto as Exhibit A 

demonstrates that this Plan is in the best interests of creditors. 

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Accordingly, this Plan complies with the “best interest of creditors” test and is “fair and 

equitable” because it proposes to provide total Distributions to Holders of Allowed Claims that 

exceed the Liquidation Value and are not less than the Debtors’ projected Disposable Income for 

the Commitment Period. 

C. The Debtors Will Be Able to Make All Distributions Contemplated Under this 

Plan 

In accordance with Bankruptcy Code sections 1191(c)(3)(B)(i) and (ii), this Plan 

demonstrates that the Debtors have sufficient Cash to provide Pro Rata Share Distributions to 

Holders of Allowed General Unsecured Claims over the Commitment Period. 

II. Definitions and Construction of Terms 

A. Definitions

“Abri” means Abri Health Services, LLC.

“Administrative Claim” means any Claim against any Debtor for costs and expenses of 

administration of the Subchapter V Cases pursuant to Bankruptcy Code sections 503(b), 507(a)(2), 

or 507(b), including: (a) the actual and necessary costs and expenses incurred on or after the 

Petition Date until and including the Effective Date of preserving the Estates and operating the 

Debtors’ businesses; (b) Allowed Professional Fee Claims; (c) all Allowed requests for 

compensation or expense reimbursement for making a substantial contribution in the Subchapter 

V Cases pursuant to Bankruptcy Code sections 503(b)(3), (4), and (5); and (d) all fees and charges 

assessed in the Prior Case pursuant to section 1930 of chapter 123 of title 28 of the United States 

Code. 

“Administrative Claims Bar Date” means the deadline for Filing requests for payment of 

Administrative Claims, with the exception of Professional Fee Claims, which shall be the first 

Business Day that is 30 days after the Effective Date. 

“Affiliate” means an “affiliate,” as defined in Bankruptcy Code section 101(2). 

“Allowed” means, with respect to any Claim or Interest, or any portion thereof, except as 

otherwise provided herein: (a) a Claim or Interest that is evidenced by a Proof of Claim Filed by 

the applicable Bar Date or a request for payment of an Administrative Claim Filed by the 

Administrative Claims Bar Date, as applicable (or a Claim or Interest for which a Proof of Claim 

or request for payment of Administrative Claim expressly is not or shall not be required to be Filed 

under this Plan, the Bankruptcy Code, or pursuant to a Final Order); (b) a Claim or Interest that is 

listed in the Schedules as not Contingent, not unliquidated, and not Disputed, and for which no 

Proof of Claim, as applicable, has been timely Filed; or (c) a Claim or Interest that is Allowed 

pursuant to this Plan or a Final Order of the Bankruptcy Court; provided, that with respect to a 

Claim or Interest described in clauses (a) and (b) above, such Claim or Interest shall be considered 

Allowed only if and to the extent that with respect to such Claim or Interest no objection to 

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allowance or priority or a request for estimation thereof has been interposed within the applicable 

period of time fixed by this Plan (including the Claims Objection Deadline), the Bankruptcy Code, 

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

or Interest has been Allowed by a Final Order. Unless otherwise specified in this Plan or in an 

order of the Bankruptcy Court allowing such Claim or Interest, “Allowed” in reference to a Claim 

or Interest shall not include: (1) any interest on the amount of such Claim accruing from and after 

the Petition Date; (2) any punitive or exemplary damages; (3) any fine, penalty or forfeiture; or (4) 

any attorneys’ fees and expenses. Any Claim or Interest that has been or is hereafter listed in the 

Schedules as Contingent, unliquidated, or Disputed, and for which no Proof of Claim is or has 

been timely Filed, is not considered Allowed and shall be expunged without further action by the 

Debtors and without further notice to any party or action, approval, or order of the Bankruptcy 

Court. Notwithstanding anything to the contrary herein, no Claim of any Entity subject to 

Bankruptcy Code section 502(d) shall be deemed Allowed unless and until such Entity pays in full 

the amount that it owes the applicable Debtor. For the avoidance of doubt, a Proof of Claim Filed 

after the applicable Bar Date or a request for payment of an Administrative Claim Filed after the 

Administrative Claims Bar Date, as applicable, shall not be Allowed for any purposes whatsoever 

absent entry of a Final Order allowing such late-Filed Claim or Interest. 

“Assets” means mean all assets of the Debtors, including, without limitation, all real, 

personal, tangible and intangible property of the Debtors, including, without limitation, any 

property of the kind or nature accounted for on the Debtors’ balance sheet as of the Effective Date.

“Assumed Executory Contracts and Unexpired Leases Schedule” means the schedule of 

Executory Contracts and Unexpired Leases to be assumed by the Debtors pursuant to this Plan, 

Filed as part of the Plan Supplement, as may be amended, modified, or supplemented by the 

Debtors from time to time prior to the Confirmation Date.

“Avoidance Actions” means causes of action arising under Bankruptcy Code sections 502, 

510, 541, 544, 545, 547, 548, 549, 550, 551, or 553, or under related state or federal statutes and 

common law, including, without limitation, fraudulent transfer laws, whether or not litigation is 

commenced to prosecute such causes of action. 

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532.

“Bankruptcy Court” means the United States Bankruptcy Court for the Northern District 

of Texas, having jurisdiction over the Subchapter V Cases or, if the Bankruptcy Court ceases to 

exercise jurisdiction over the Subchapter V Cases, such court or adjunct thereof that exercises 

jurisdiction over the Subchapter V Cases in lieu of the United States Bankruptcy Court for the 

Northern District of Texas. 

 

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as promulgated by 

the United States Supreme Court under section 2075 of title 28 of the United States Code, as 

amended from time to time. 

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“Bar Date(s)” means the Claims Bar Date, the Governmental Bar Date, or the Rejection 

Damages Bar Date, as applicable; and “Bar Dates” means a collective reference to the Claims Bar 

Date, the Governmental Bar Date, and the Rejection Damages Bar Date. 

“Bill of Sale” means the bill of sale between the Debtors and Touchstone to sell 

substantially all Assets, exclusive of Cash, accounts receivable, and Causes of Action.

“Board” means the board of members to the Debtors. 

“Business Day” means any day, other than a Saturday, Sunday or “legal holiday” as defined 

in Bankruptcy Rule 9006(a). 

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

 

“Causes of Action” means any claims, causes of action (including Avoidance Actions), 

demands, actions, suits, obligations, liabilities, cross-claims, counterclaims, offsets, or setoffs of 

any kind or character whatsoever, in each case now owned or hereafter acquired by the Debtors 

and/or their Estates, and in each case, whether known or unknown, Contingent or non-Contingent, 

matured or unmatured, suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate 

or inchoate, existing or hereafter arising, under statute, in contract, in tort, in law, or in equity, or 

pursuant to any other theory of law, federal or state, whether asserted or assertable directly or 

derivatively in law or equity or otherwise by way of claim, counterclaim, cross-claim, third party 

action, action for indemnity or contribution or otherwise, based in whole or in part upon any act 

or omission or other event occurring prior to the Petition Date or during the course of the 

Subchapter V Cases, including through the Effective Date. 

“Claim” means a “claim,” as that term is defined in Bankruptcy Code section 101(5), 

against any Debtor. 

“Claims Bar Date” means the date for filing Proofs of Claim, April 8, 2024. 

“Claims Objection Deadline” means the deadline for objecting to a Claim or Interest 

asserted against or in a Debtor, which shall be on the date that is the later of (a) 180 days after the 

Effective Date, and (b) such other date as may be specifically fixed by order of the Bankruptcy 

Court. 

“Claims Register” means the official register of Claims. 

“Class” means a category of Holders of Claims or Interests as set forth in Article III hereof 

pursuant to Bankruptcy Code section 1122(a). 

“Collateral” means any property or interest in property of the Estates subject to a Lien, 

charge or other encumbrance to secure the payment or performance of a Claim, which Lien, charge 

or other encumbrance is not subject to avoidance or otherwise invalid under the Bankruptcy Code 

or other applicable law. 

 

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“Commitment Period” means the 3-year period contemplated and set forth under 

Bankruptcy Code section 1191(c).

“Confirmation Date” means the date on which the Bankruptcy Court enters the 

Confirmation Order on the docket of the Subchapter V Cases within the meaning of Bankruptcy 

Rules 5003 and 9021. 

“Confirmation Hearing” means the hearing(s) before the Bankruptcy Court under 

Bankruptcy Code section 1128 at which the Debtors seek entry of the Confirmation Order, as such 

hearing(s) may be adjourned or continued from time to time. 

“Confirmation Order” means a Final Order of the Bankruptcy Court confirming this Plan

pursuant to Bankruptcy Code section 1129. 

“Confirmation” means the entry of the Confirmation Order by the Bankruptcy Court on 

the docket of the Subchapter V Cases within the meaning of Bankruptcy Rules 5003 and 9021. 

“Consummation” means the occurrence of the Effective Date. 

“Contingent” means, with respect to any Claim or Interest, or any portion thereof, except 

as otherwise provided herein, any contingent or unliquidated Claim asserted or which may be 

asserted against the Debtors. 

“CRO” means Kevin O’Halloran, serving as Chief Restructuring Officer of the Debtors. 

“Cure Notice” means a notice sent to counterparties to an Executory Contract or Unexpired 

Lease in connection with the proposed assumption or assumption and assignment of such 

Executory Contract or Unexpired Lease under this Plan pursuant to Bankruptcy Code section 365, 

which shall include: (a) procedures for objecting to proposed assumptions or assumptions and 

assignments of Executory Contracts and Unexpired Leases, (b) the proposed amount to be paid on 

account of Cure Claims, and (c) procedures for resolution by the Bankruptcy Court of any related 

disputes; provided that the Schedule of Assumed Executory Contracts and Unexpired Leases and 

any amended Schedule of Assumed Executory Contracts and Unexpired Leases may each 

constitute a “Cure Notice” hereunder. 

“Cure” or “Cure Claim” means any Claim (unless waived or modified by the applicable 

counterparty) against a Debtor based upon a Debtor’s defaults under an Executory Contract or an 

Unexpired Lease assumed by such Debtor under Bankruptcy Code section 365, other than a default 

that is not required to be cured pursuant to Bankruptcy Code section 365(b)(2). 

“D&O Insurance Policies” means all primary and excess insurance policies of the Debtors 

that provide for, among other things, coverage for liability related to the actions or omissions of 

the Debtors’ directors and officers. 

“Debtor Release” has the meaning ascribed to such term in Article VIII.F. 

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“Debtor Releasing Parties” has the meaning ascribed to such term in Article VIII.F.

“Debtors” means, collectively, PM Management - Killeen I NC LLC, PM Management - 

Killeen II NC LLC, PM Management - Killeen III NC LLC, and PM Management – Portfolio VIII 

NC LLC. 

“Disallowed” means, with respect to any Claim or Interest, or any portion thereof, except 

as otherwise provided herein, a Claim or Interest, or any portion thereof that (a) has been 

disallowed by a Final Order, or (b) (i) is Scheduled at zero, in an unknown amount or as 

Contingent, Disputed or unliquidated and (ii) as to which the Bar Date has been established but no 

Proof of Claim has been timely Filed or deemed timely Filed under applicable law. 

“Disputed” means, with respect to any Claim or Interest, or any portion thereof, a Claim 

or Interest, or any portion thereof, that is not yet Allowed, including (a) any Claim evidenced by a 

Proof of Claim that, on its face, is contingent or unliquidated; (b) any Claim that is subject to an 

objection Filed by the Claims Objection Deadline or a request for estimation, in each case that has 

not been withdrawn, resolved, or ruled on by a Final Order of the Bankruptcy Court; (c) any Claim 

or Interest scheduled by the Debtors as Contingent, unliquidated or disputed, (d) any Claim or 

Interest evidenced by a Proof of Claim which amends a Claim or Interest scheduled by the Debtors 

as Contingent, unliquidated or disputed, and (e) any Claim or Interest that is not an Allowed Claim 

or Allowed Interest or a Disallowed Claim or a Disallowed Interest. 

“Distribution” means Cash, property, interests in property or other value distributed to 

Holders of Allowed Claims, or their designated agents, under this Plan. 

“Effective Date” means the date which is the first Business Day on which the conditions 

set forth in Article IX.B have been satisfied or waived. 

“Entity” shall have the meaning set forth in Bankruptcy Code section 101(15). 

“Estate” means the estate of any Debtor created under Bankruptcy Code sections 301 and 

541 upon commencement of the applicable Debtor’s Subchapter V Cases. 

“Exculpated Parties” means collectively, and in each case in their capacity as such during 

the Subchapter V Cases the Debtors, the Debtors’ Professional, Omni, the CRO, the Independent 

Manager, and Touchstone. 

“Executory Contract” means all contracts and leases to which any Debtor is a party that is 

subject to assumption or rejection under Bankruptcy Code section 365. 

“Facilities” means the facilities owned by the Landlords and operated by the Debtors. 

“File” or “Filed” or “Filing” means file, filed or filing with the Bankruptcy Court or its 

authorized designee in the Subchapter V Cases. 

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“Final Decree” means the order entered pursuant to Bankruptcy Code section 350 and 

Bankruptcy Rule 3022 closing the Subchapter V Cases. 

“Final Order” means an order or judgment of the Bankruptcy Court or any other court of 

competent jurisdiction that has been entered on the docket in the Subchapter V Cases (or the docket 

of such other court) that is not subject to a stay and has not been modified, amended, reversed or 

vacated and as to which (a) the Sale and Transition have been consummated; (b) the time to appeal, 

petition for certiorari or move for a new trial, reargument or rehearing pursuant to Bankruptcy Rule 

9023 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 (c) if an appeal, writ of certiorari, new trial, 

reargument or rehearing thereof has been sought, such order or judgment shall have been affirmed 

by the highest court to which such order was timely and properly appealed, or certiorari shall have 

been denied or a new trial, reargument or rehearing shall have been denied or resulted in no 

modification of such order, and the time to take any further appeal, petition for certiorari or move 

for a new trial, reargument or rehearing shall have expired. 

“First Day Declaration” means the Declaration of Kevin O’Halloran, Chief Restructuring 

Officer in Support of Subchapter V of Chapter 11 Petitions and First Day Pleadings [Docket No. 

33]. 

“General Unsecured Claim” means any Unsecured Claim. 

“Governmental Bar Date” means the date for Governmental Units to file Proofs of Claim, 

July 29, 2024.

“Governmental Unit” means a “governmental unit” as defined in Bankruptcy Code section 

101(27). 

“Gutnicki” means Gutnicki LLP. 

“Holder” means the beneficial holder of any Claim or Interest. 

“HUD Loans” means the HUD-backed loan provided by KeyBank to the Landlords as 

financing for the Facilities. 

“Impaired” means, with respect to any Class, a Class that is impaired within the meaning 

of Bankruptcy Code sections 1123(a)(4) and 1124. 

Independent Manager” means C. Ben Garren Jr., serving as independent manager of the 

Debtors’ Board. 

“Interest” means any “equity security” in a Debtor, as defined in Bankruptcy Code section 

101(16), including, without limitation, all issued, unissued, authorized or outstanding ownership 

interests (including common and preferred) or other equity interests, together with any warrants, 

options, convertible securities, liquidating preferred securities or contractual rights to purchase or 

acquire any such equity interests at any time and all rights arising with respect thereto. 

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“KeyBank” means KeyBank National Association.

“Landlords” means HC-RW Associates, Ltd., HC Associates, Ltd., and HC Hill Country 

Associates, Ltd. 

“Lien” means “lien,” as defined in Bankruptcy Code section 101(37). 

“Liquidation Trust” means the Liquidation Trust established pursuant to this Plan and the 

Liquidation Trust Agreement. 

“Liquidation Trust Agreement” means the Liquidation Trust Agreement, as may be 

amended, supplemented, restated, or otherwise modified from time to time pursuant to the terms 

thereof, by and between the Debtors and the Liquidation Trustee, the form of which shall be subject 

to the approval of the Debtors, the then-current form of which shall be included in the Plan 

Supplement. 

“Liquidation Trust Assets” means all Collections, Avoidance Actions that have not already 

been settled as of the Effective Date, Commercial Tort Claims, which are property of the Debtors 

or their Estates as of the Effective Date, all other Causes of Action, which are property of the 

Debtors or their Estates as of the Effective Date, all other assets of the Debtors and their Estates to 

be liquidated through this Plan. 

“Liquidation Trust Committee” means the committee of three members, a representative of 

each of the following Class 3 creditors (i) HCK, LP, (ii) Medline Industries Inc., and 

(iii) PharmScript of Texas, LLC to oversee the Liquidation Trust. Any compensation to be paid to 

the members of the Liquidation Trust Committee shall be paid from Liquidation Trust Assets. 

“Liquidation Trustee” means Russell F. Nelms. 

“Local Rules” means the Local Rules of Bankruptcy Practice and Procedure of the United 

States Bankruptcy Court for the Northern District of Texas, or any other court having jurisdiction 

over the Subchapter V Cases. 

“Omni” means Omni Agent Solutions, Inc., which was retained as claims, noticing, and 

solicitation agent on January 29, 2024. 

“Patient Privacy Order” means the Order Authorizing Procedures to Maintain and Protect 

Confidential Patient Information [Dkt. No. 45]. 

“Petition Date” means January 29, 2024, the date on which the Debtors commenced the 

Subchapter V Cases as applicable to each particular Debtor. 

“Plan” means this Debtors’ Third Amended Subchapter V Joint Plan of Liquidation, dated 

as of April 25, 2024, including all exhibits, supplements, appendices, and schedules thereto, either 

in its present form or as the same may be amended, supplemented, or modified from time to time. 

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“Plan Documents” means this Plan, the Plan Supplement, and all the exhibits and schedules 

attached to each of the foregoing. 

“Plan Proponents” means the Debtors.

 

“Plan Supplement” means the supplemental documents, schedules, and exhibits to this Plan

to be Filed by the Debtors containing substantially final forms of, among other things, retained 

Causes of Action, and the Schedule of Assumed Executory Contracts and Unexpired Leases. The 

Debtors shall have the right to amend all of the documents contained in, and exhibits to, the Plan 

Supplement through the Effective Date. 

“Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in 

Bankruptcy Code section 507(a)(8). 

“Priority Unsecured Claim” means any Claim, other than an Administrative Claim or a 

Priority Tax Claim, which is entitled to priority under Bankruptcy Code section 507(a).

“Pro Rata” means the proportion that an Allowed Claim in a particular Class bears to the 

aggregate amount of Allowed Claims in that Class, or the proportion that Allowed Claims in a 

particular Class bear to the aggregate amount of Allowed Claims in a particular Class and other 

Classes entitled to share in the same recovery as such Allowed Claim under this Plan.

“Professional” means an Entity employed pursuant to a Bankruptcy Court order in 

accordance with Bankruptcy Code sections 327 or 1103 and to be compensated for services 

rendered before or on the Confirmation Date, pursuant to Bankruptcy Code sections 327, 328, 329, 

330, or 331. 

“Professional Fee Claim” means any Administrative Claim for the compensation of a 

Professional and the reimbursement of expenses incurred by such Professional through and 

including the Confirmation Date to the extent such fees and expenses have not been previously 

paid. 

“Professional Fee Claims Bar Date” means the first business day which is 45 days after 

the Effective Date. 

“Proof of Claim” means a proof of Claim or Interest Filed against any Debtor in the 

Subchapter V Cases.

“Protected Parties” means, collectively, and in each case in their capacities as such during 

the Subchapter V Cases: (a) the Debtors; (b) the Debtors’ Professional: Gutnicki; (c) the individual 

members of the Debtors’ management, including the CRO; (d) the Independent Manager; and 

(e) Touchstone. 

“Rejection Claims” means any Claim arising from, or relating to, the rejection of an 

Executory Contract or Unexpired Lease pursuant to Bankruptcy Code section 365(a) by any of the 

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Debtors, as limited, in the case of a rejected Unexpired Lease, by Bankruptcy Code section 

502(b)(6). 

“Rejection Damages Bar Date” means the date by which Rejection Claims must be Filed, 

30 days after the later of (i) the Confirmation Date, or (ii) the effective date of rejection of such 

Executory Contract or Unexpired Lease.

“Released Parties” means, collectively, and in each case in their capacities as such during 

the Subchapter V Cases: (a) the Debtors; (b) the Independent Manager; (c) the CRO; and 

(d) Touchstone.

“Releasing Parties” means the Debtor Releasing Parties. 

“Sale” means the sale of substantially all Assets, explicitly excluding Cash, accounts 

receivable, and Causes of Action, to Touchstone through this Plan. 

“Scheduled” means with respect to any Claim, the status and amount, if any, of such Claim 

as set forth in the Schedules. 

“Schedules” means the schedules of assets and liabilities, the list of Holders of Interests, 

and the statements of financial affairs Filed by the Debtors under Bankruptcy Code section 521 

and Bankruptcy Rule 1007, as such Schedules may be amended, modified, or supplemented from 

time to time. 

“Schedule of Assumed Executory Contracts and Unexpired Leases” means the schedule of 

Executory Contracts and Unexpired Leases to be assumed through the Plan. The Schedule of 

Assumed Executory Contracts and Unexpired Leases shall be attached to the Plan Supplement. 

“Secured Claim” means any Claim against any Debtor: (a) secured by a Lien on property 

in which an 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 

Bankruptcy Code section 553, to the extent of the value of the creditor’s interest in an Estate’s 

interest in such property or to the extent of the amount subject to setoff, as applicable, as 

determined pursuant to Bankruptcy Code section 506(a) or (b) Allowed as such pursuant to this 

Plan. 

 

“Subchapter V Case(s)” means (a) when used with reference to a particular Debtor, the 

case under chapter 11 of the Bankruptcy Code commenced by such Debtor in the Bankruptcy 

Court, and (b) when used with reference to all Debtors, the cases under chapter 11 of the 

Bankruptcy Code commenced by the Debtors in the Bankruptcy Court being jointly administered 

under Case No. 21-30700. 

“Subchapter V Trustee” means Areya Holder Aurzada. 

“Touchstone” means Touchstone Communities, LLC.

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“Transition” means the transition of operations of the Facilities from the Debtors to 

Touchstone in a manner set forth in the Transition Agreements. 

“Transition Agreements” means the Management Transition Agreements, the Change of 

Management Agent Checklist, the Change of Ownership Review Checklist, the Termination 

Agreement, the Termination of Lease Agreement, the Termination of Sub-Sublease, and any such 

other agreements necessary to effectuate the transition of operations of the Facilities from the 

Debtors to Touchstone. The Transition Agreements shall be attached to the Plan Supplement. 

“U.S. Trustee” means the Office of the United States Trustee for the Northern District of 

Texas. 

“Unexpired Lease” means a lease to which any Debtor is a party that is subject to 

assumption or rejection under Bankruptcy Code section 365. 

“Unimpaired” means, with respect to a Class of Claims or Interests, a Claim or an Interest 

that is “unimpaired” within the meaning of Bankruptcy Code section 1124. 

“Unsecured Claim” means any Claim (including, without limitation, Allowed Prior Case 

Convenience Class Claims) other than Administrative Claims, Secured Claims, and Priority 

Unsecured Claims. 

B. Interpretation, Application of Definitions, and Rules of Construction 

The following rules of construction, interpretation, and application shall apply: 

(1) Wherever from the context it appears appropriate, each term stated in either 

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 neuter genders. 

(2) Unless otherwise specified, each section, article, schedule, or exhibit 

reference in this Plan is to the respective section in, article of, schedule to, or exhibit to this Plan. 

(3) The words “herein,” “hereof,” “hereto,” “hereunder,” and other words of 

similar import refer to this Plan as a whole and not to any particular section, subsection, or clause 

contained in this Plan. 

(4) The rules of construction contained in Bankruptcy Code section 102 shall 

apply to the construction of this Plan. 

(5) A term used herein that is not defined herein but that is used in the 

Bankruptcy Code shall have the meaning ascribed to that term in the Bankruptcy Code. 

(6) The headings in this Plan are for convenience of reference only and shall 

not limit or otherwise affect the provisions of this Plan. 

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(7) Unless otherwise provided, any reference in this Plan to an existing 

document, exhibit, or schedule means such document, exhibit, or schedule as may be amended, 

restated, revised, supplemented, or otherwise modified. 

(8) In computing any period of time prescribed or allowed by this Plan, the 

provisions of Bankruptcy Rule 9006(a) shall apply. 

III. Unclassified Claims 

In accordance with Bankruptcy Code section 1123(a)(1), Administrative Claims, 

Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excluded 

from the Classes and Interests set forth in Article III of this Plan. 

A. Treatment of Administrative Claims 

Except to the extent that the Holder of an Allowed Administrative Claim agrees to a less 

favorable treatment with the Debtors, each Holder of an Allowed Administrative Claim will 

receive an amount of Cash equal to the full unpaid amount of such Allowed Administrative Claim 

on (1) the Effective Date or (2) the first Business Day after the date that is 30 calendar days after 

the date on which such Administrative Claim becomes an Allowed Administrative Claim, or as 

soon thereafter as is reasonably practicable. 

All requests for payment of Administrative Claims must be Filed and served on the 

Debtors, pursuant to the procedures specified in the Confirmation Order and notice of entry of the 

Confirmation Order no later than the Administrative Claims Bar Date. Holders of Administrative 

Claims that are required to, but do not, File and serve a request for payment of such Administrative 

Claims against the Debtors or their property and such Administrative Claims shall be deemed 

discharged as of the Effective Date. Objections to such requests, if any, must be Filed and served 

on the Debtors, as applicable, and the requesting party no later than 15 days after the earlier of (i) 

the Administrative Claims Bar Date or (ii) the date such request for payment of an Administrative

Claim is filed. Notwithstanding the foregoing, no request for payment of an Administrative Claim 

need be Filed with respect to an Administrative Claim previously Allowed. 

B. Treatment of Professional Fee Claims

All requests for payment of Professional Fee Claims must be Filed no later than the 

Professional Fee Claims Bar Date. All such final requests will be subject to approval by the 

Bankruptcy Court after notice and a hearing in accordance with the procedures established by the 

Bankruptcy Code and Bankruptcy Rules. Once approved by the Bankruptcy Court, Allowed 

Professional Fee Claim shall receive an amount of Cash equal to the full unpaid amount of the 

Allowed Professional Fee Claim (1) on or promptly thereafter the Effective Date or (2) the first 

Business Day after the date that is 30 calendar days after the date on which a Professional Fee 

Claim becomes an Allowed Professional Fee Claim. 

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C. Priority Tax Claims 

Except to the extent that the Holder of an Allowed Priority Tax Claim agrees to a less 

favorable treatment with the Debtors, each Holder of an Allowed Priority Tax Claim will receive 

in full and final satisfaction, settlement, release, and discharge of, and in exchange for, its Allowed 

Priority Tax Claim an amount of Cash equal to the full unpaid amount of such Allowed Tax Claim 

on (1) the Effective Date or (2) the first Business Day after the date that is 30 calendar days after 

the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim. 

IV. Classification and Treatment of Claims and Interests 

Pursuant to Bankruptcy Code sections 1122, 1123, and 1190, Claims and Interests are 

classified for all purposes, including, without express or implied limitation, voting, confirmation 

and distribution pursuant to this Plan, as set forth herein. A Claim or an Interest is classified in a 

particular Class only to the extent that the Claim or Interest qualifies within the description of that 

Class and is classified in other Classes to the extent that any portion of the Claim or Interest 

qualifies within the description of such other Classes. A Claim or an Interest also is classified in a 

particular Class for the purpose of receiving distributions under this Plan only to the extent that 

such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, 

released, or otherwise satisfied prior to the Effective Date.

This Plan is premised upon the substantive consolidation of the Debtors solely for the 

purposes of voting, determining which Classes have accepted this Plan, confirming this Plan, and 

the resultant treatment of Claims and Interests and Distributions under this Plan. 

This Plan contemplates the following Classes: 

Class Claim or Interest Status Voting Rights Estimated Recovery

1 Secured Claims Unimpaired Deemed to Accept 100%

2 Priority Unsecured Claims Unimpaired Deemed to Accept 100%

3 General Unsecured Claims Impaired Entitled to Vote 45%-75%

4 Equity Interests Impaired Deemed to Reject 0%

A. Classification and Treatment of Claims and Interests

Except to the extent that the Debtors and a Holder of an Allowed Claim agree in writing to 

less favorable treatment for such Allowed Claim such Holder shall receive under this Plan the 

treatment described below in full and final satisfaction, settlement, release, and discharge of, and 

in exchange for, such Holder’s Allowed Claim or Allowed Interest. Unless otherwise indicated, 

the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on 

the Effective Date or as soon thereafter as reasonably practicable. 

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(1) Class 1 – Secured Claims

Classification. Class 1 consists of all Secured Claims. 

 

Treatment. Except to the extent that a Holder of an Allowed Secured Claim and the Debtors 

agree in writing to less favorable treatment of its Allowed Secured Claim, each Holder of an 

Allowed Secured Claim shall receive, in full and complete satisfaction, settlement, discharge, and 

release of, and in exchange for, its Allowed Secured Claim: (i) payment in full, in Cash, of the 

unpaid portion of its Allowed Secured Claim on the later of the Effective Date and the date on 

which such Secured Claim becomes Allowed or (ii) such other treatment as the Debtors and the 

Holder of such Allowed Secured Claim may agree. Notwithstanding this treatment, as of the 

Effective Date, the Debtors do not believe that there will be any Allowed Secured Claims made 

against the Debtors.

Voting. Class 1 is Unimpaired. Holders of Allowed Secured Claims in Class 1 are 

conclusively presumed to have accepted this Plan under Bankruptcy Code section 1126(f). Holders 

of Secured Claims are not entitled to vote to accept or reject this Plan.

(2) Class 2 – Priority Unsecured Claims

Classification. Class 2 consists of all Priority Unsecured Claims.

Treatment. Except to the extent that a Holder of an Allowed Priority Unsecured Claim and 

the Debtors agree in writing to less favorable treatment of its Allowed Priority Unsecured Claim, 

each Holder of an Allowed Priority Unsecured Claim shall receive, in full and complete 

satisfaction, settlement, discharge, and release of, and in exchange for, its Allowed Priority 

Unsecured Claim: (i) payment in full, in Cash, on the later of the Effective Date and the date on 

which such Priority Unsecured Claim becomes Allowed; (ii) payment in the ordinary course of 

business between the Debtors, as applicable, and the Holder of such Allowed Priority Unsecured 

Claim; or (iii) such other treatment as the Debtors, and the Holder of such Allowed Priority 

Unsecured may agree. 

Voting. Class 2 is Unimpaired. Holders of Allowed Priority Unsecured Claims in Class 2 

are conclusively presumed to have accepted this Plan under Bankruptcy Code section 1126(f). 

Holders of Priority Unsecured Claims are not entitled to vote to accept or reject this Plan.

(3) Class 3 – General Unsecured Claims 

Classification. Class 3 consists of all General Unsecured Claims.

Treatment. Except to the extent that a Holder of an Allowed General Unsecured Claim and 

the Debtors agree to less favorable treatment of its Allowed General Unsecured Claim, each Holder 

of an Allowed General Unsecured Claim shall receive, in full and complete satisfaction, settlement, 

discharge, and release of, and in exchange for, its Allowed General Unsecured Claim, its Pro Rata 

share of the beneficial proceeds of the Liquidation Trust Assets. All Distribution to Allowed 

General Unsecured Claims shall be completed within the Commitment Period. 

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Voting. Class 3 is Impaired. Holders of Allowed General Unsecured Claims in Class 4 are 

entitled to vote to accept or reject this Plan.

(4) Class 4 – Interests in the Debtors

Classification. Class 4 consists of all Interests in the Debtors. 

Treatment. Holders of Interests in the Debtors shall not receive any Distribution under this 

Plan on account of such Interests. Upon the Effective Date, all Interests shall be cancelled.

Voting. Class 4 is fully impaired. Holders of Allowed Interests in Class 4 are conclusively 

presumed to have rejected this Plan under Bankruptcy Code section 1126(g). Holders of Interests 

are not entitled to vote to accept or reject this Plan. 

V. Executory Contracts and Unexpired Leases 

A. Assumption and Rejection of Executory Contracts and Unexpired Leases 

Except as otherwise provided herein, as of the Effective Date, all Executory Contracts and 

Unexpired Leases not listed on the Schedule of Assumed Executory Contracts and Unexpired 

Leases will be deemed rejected by the applicable Debtor in accordance with, and subject to the 

provisions and requirements of Bankruptcy Code sections 365 and 1123. The entry of the 

Confirmation Order by the Bankruptcy Court shall constitute approval of such rejection pursuant 

to Bankruptcy Code sections 365 and 1123. The Debtors reserve the right to assume and assign 

any executory contrary or Unexpired Lease until the Confirmation Date. All assumed Executory 

Contracts and Unexpired Leases shall remain in full force and be assigned to Touchstone as part 

of the Transition. 

Except as otherwise provided herein, all Executory Contracts and Unexpired Leases listed 

on the Schedule of Assumed Executory Contracts and Unexpired Leases will be deemed to have 

been assumed. The Confirmation Order shall constitute an order of the Bankruptcy Court under 

Bankruptcy Code sections 365 and 1123(b) approving the assumptions as of the Effective Date. 

Unless otherwise indicated, all assumptions of Executory Contracts and Unexpired Leases in this 

Plan will be effective as of the Effective Date. 

B. Cure of Defaults and Adequate Assurance 

Any monetary amounts by which each Executory Contract and Unexpired Lease to be 

assumed is in default shall be satisfied, pursuant to Bankruptcy Code section 365(b)(1), by 

payment of the default amount in Cash by the Debtors on the Effective Date or on such other terms 

as the parties to each such Executory Contract or Unexpired Lease may otherwise agree. In the 

event of a dispute regarding (a) the amount of any Cure payments or (b) any other matter pertaining 

to assumption, the Cure payments required by Bankruptcy Code section 365(b)(1) shall be made 

following the entry of a Final Order resolving the dispute and approving the assumption. Pending 

the Bankruptcy Court's ruling on such motion, the Executory Contract or Unexpired Lease at issue 

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shall be deemed assumed and assigned by the Debtors unless otherwise ordered by the Bankruptcy 

Court. The Debtors or the Liquidation Trust, as applicable, at Touchstone’s determination, reserve 

the right to reject any Executory Contract or Unexpired Lease not later than 30 days after the entry 

of a Final Order resolving any such dispute.

At least 10 days before the Confirmation Hearing, the Debtors will provide for notices of 

proposed assumption and assignment and proposed Cure amounts to be sent to applicable third 

parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. 

Any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed 

assumption, related Cure amount, or adequate assurance must be Filed, served, and actually 

received by the Debtors at least seven days before the Confirmation Hearing. Any counterparty to 

an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption 

or Cure amount will be deemed to have consented to such assumption and assignment or proposed 

Cure amount.

If the Bankruptcy Court determines that the Allowed Cure Claim with respect to any 

Executory Contract or Unexpired Lease is greater than the amount set forth in the applicable Cure 

Notice, the Debtors, may remove such Executory Contract or Unexpired Lease from the Schedule 

of Assumed Executory Contracts and Unexpired Leases, in which case such Executory Contract 

or Unexpired Lease will be deemed rejected as the Effective Date. 

Assumption of any Executory Contract or Unexpired Lease shall result in the full release 

and satisfaction of any 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 Executory Contract or Unexpired Lease 

at any time before the effective date of assumption. Any Proofs of Claim Filed with respect to an

 

Assumed Executory Contract or Unexpired Lease shall be deemed Disallowed and 

expunged, without further notice to or action, order, or approval of the Bankruptcy Court. 

C. Reservation of Rights

Neither the exclusion nor inclusion of any contract or lease in the Plan Supplement, nor 

anything contained in this Plan, shall constitute an admission by the Debtors that any such contract 

or lease is in fact an Executory Contract or Unexpired Lease. In the event of a dispute regarding 

whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, 

the Debtors shall have 30 days following entry of a Final Order resolving such dispute to alter the 

treatment of such contract or lease as otherwise provided herein. 

VI. Distributions

A. Liquidation Trustee to Make Distributions 

Unless ordered otherwise in the Confirmation Order, the Liquidation Trustee shall make 

all payments and Distributions required by this Plan. The Liquidation Trustee shall be empowered 

to: (a) effect all actions and execute all agreements, instruments, and other documents necessary 

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to perform her duties under this Plan; (b) make all distributions contemplated hereby; (c) employ 

professionals to represent her with respect to its responsibilities (as applicable); and (d) exercise 

such other powers as may be vested in the Liquidation Trustee by order of the Bankruptcy Court, 

pursuant to this Plan, or as deemed by the Liquidation Trustee to be necessary and proper to 

implement the provisions hereof. Except as otherwise ordered by the Bankruptcy Court, the 

amount of any reasonable fees and out-of-pocket expenses incurred by the Liquidation Trustee on 

or after the Effective Date (including taxes) and any reasonable compensation and out of pocket 

expense reimbursement claims (including reasonable attorney fees and expenses) made by the 

Liquidation Trustee shall be paid in Cash by the Liquidation Trust. 

B. Quarterly Reports 

In no event later than ninety (90) days after the end of the first full month following the 

Effective Date and on a quarterly basis thereafter until all Cash in the Liquidation Trust has been 

provided for Distributions in accordance with this Plan, the Liquidation Trustee shall file with the 

Bankruptcy Court a report setting forth the amounts, recipients and dates of all Distributions made 

by the Liquidation Trustee under this Plan through each applicable reporting period.

C. Method of Payment 

Unless otherwise expressly agreed in writing, payments of Cash under this Plan shall be 

made by a check drawn on a domestic bank, ACH transfer, or an electronic wire. Whenever any 

payment, distribution, filing, delivery, or notice to be made under this Plan is due on a day other 

than a Business Day, such payment, distribution, filing, delivery, or notice may instead be made, 

without interest or penalty, on the immediately following Business Day. 

D. Objections to and Resolution of Claims 

The Liquidation Trustee shall have the right to File objections to Claims after the Effective 

Date. All objections shall be litigated to entry of a Final Order; provided, however, that only the 

Liquidation Trustee has the authority to compromise, settle, otherwise resolve, or withdraw any 

objections without approval of the Bankruptcy Court.

E. Claims Objection Deadline 

Objection Deadline shall be 60 days after the Effective Date; provided, however, that the 

Claims Objection Deadline may be extended by the Bankruptcy Court from time to time upon 

notice of motion by the Liquidation Trustee. 

 

F. Disputed Claims 

Notwithstanding any other provision of this Plan, no payment or Distribution of Cash or other 

property shall be made with respect to any portion of a Disputed Claim unless and until all 

objections to such Claim are resolved by Final Order or as otherwise permitted by this Plan. On 

any date that Distributions are to be made under the terms of this Plan, the Liquidation Trustee 

shall deposit in one or more segregated accounts, Cash or property equal to 100% of the Cash that 

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would be distributed on such date on account of Disputed Claims as if each such Disputed Claim 

were an Allowed Claim but for the pendency of a dispute with respect thereto. Such Cash shall be 

provided by the Liquidation Trust. The Liquidation Trustee shall also segregate any interest, 

dividends, or proceeds of such Cash. Such Cash, together with any interest, dividends, or proceeds 

thereof, shall be held in trust for the benefit of the Holders of all such Disputed Claims pending 

determination of their entitlement thereto. 

G. Delivery of Distributions 

Except as provided herein, Distributions to Holders of Allowed Claims shall be made: (i) at 

the addresses set forth on the respective Proofs of Claim Filed by such Holders; (ii) at the addresses 

set forth in any written notices of address changes delivered to the Debtors or Liquidation Trustee, 

as applicable, after the date of any related Proof of Claim; or (iii) at the address reflected in the 

Schedules if no Proof of Claim is Filed and the Debtors or Liquidation Trustee have not received 

a written notice of a change of address. 

H. Undeliverable or Unclaimed Distributions 

If the Distribution to the Holder of any Claim is returned to the Liquidation Trustee as 

undeliverable, no further distribution shall be made to such Holder unless and until the Liquidation 

Trustee is notified in writing of such Holder’s then current address, at which time such undelivered 

distribution shall be made to such Holder within 90 days of receipt of such Holder’s then current 

address or other necessary information; provided that any such undelivered distribution shall be 

deemed unclaimed property under Bankruptcy Code section 347(b) and revert to the Liquidation 

Trust and returned by the Liquidation Trustee to the Liquidation Trust at the expiration of six 

months from the later of (a) the Effective Date and (b) the date of the initial attempted distribution. 

Notwithstanding anything to the contrary contained in this Plan, nothing in this provision shall act 

as a bar to entry of a Final Decree Closing the Subchapter V Cases. Any uncashed or undeliverable 

Distributions reverted back the Liquidation Trust may be used for future Distributions.

I. Setoff and Recoupment

From and after the Effective Date, the Liquidation Trustee may, to the extent permitted by 

Bankruptcy Code section 553 or applicable non-bankruptcy law, set off against or recoup from any 

Claim on which distributions are to be made, any Causes of Action of any nature whatsoever that 

the Liquidation Trustee may have against the Holder of such Claim; provided, however, that 

neither the failure to effect such setoff or recoupment nor the Allowance of any Claim shall 

constitute a waiver or release of any right of setoff or recoupment, nor any other Cause of Action. 

J. No Interest 

Unless otherwise explicitly provided for in this Plan, the Confirmation Order, or other order 

of the Bankruptcy Court, or required by applicable bankruptcy or non-bankruptcy law, postpetition 

interest shall not accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to 

interest accruing on or after the Petition Date on any Claim. 

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VII. Means of Implementation 

A. Establishment of Liquidation Trust

On the Effective Date, the Liquidation Trustee shall sign the Liquidation Trust Agreement 

and, in their capacity as Liquidation Trustee, accept all Assets on behalf of the beneficiaries 

thereof, and be authorized to obtain, seek the turnover, liquidate, and collect all of the Assets not 

in the Liquidation Trustee’s possession. The Liquidation Trust will then be deemed created and 

effective without any further action by the Bankruptcy Court or any Person as of the Effective 

Date. The Liquidation Trust shall be established for the purposes of, inter alia, (i) liquidating any 

non-Cash Assets; (ii) prosecuting and resolving the Causes of Action, including Commercial Tort 

Claims; (iii) challenging and resolving Disputed Claims; and (iv) maximizing recovery of the 

Assets for the benefit of the beneficiaries thereof, with no objective to continue or engage in the 

conduct of a trade or business, except only in the event and to the extent necessary for, and 

consistent with, the liquidating purpose of the Liquidation Trust. 

B. Liquidation Trust Committee 

On the Effective Date, Ronald Finch, Shane Reed, and John Camperlengo shall 

immediately and without further need for documentation or Bankruptcy Court Approval, be 

deemed to act as Liquidation Trust Committee. The Liquidation Trust Committee shall be 

dissolved on the date the Subchapter V Cases close. The Liquidation Trust Committee shall 

approve retention and fees of the Liquidation Trust’s professional(s), approve the initiation of any 

Cause of Action and the settlement or other disposition thereof, consult with the Liquidation 

Trustee in connection with the administration of the Liquidation Trust, make recommendations to 

the Liquidation Trustee regarding with the administration of the Liquidation Trust, and submit 

questions to the Liquidation Trustee concerning administration of the Debtors’ Estates and the 

Liquidation Trust. 

C. Appointment of the Liquidation Trustee 

The Liquidation Trustee shall be appointed by the Debtors, in consultation with the U.S. 

Trustee and the Subchapter V Trustee. Following appointment, the Liquidation Trustee shall act 

in accordance with this Plan, Liquidation Trust Agreement, and Confirmation Order, and in such 

capacity shall have the same powers as the boards of members and officers of the Debtors, subject 

to the provisions hereof (and all bylaws, articles of incorporation and related corporate documents 

are deemed amended by this Plan to permit and authorize the same). The Liquidation Trustee may 

be removed by the Liquidation Trust Committee, for cause, upon prior written notice to the 

Liquidation Trustee as set forth in the Liquidation Trust Agreement or for cause by the Bankruptcy 

Court after notice and hearing commenced by any creditor with an Allowed Claim or other right 

of payment under this Plan. In the event of resignation or removal, death or incapacity of the 

Liquidation Trustee, the Liquidation Trust Committee shall designate another Person or Entity to 

serve as Liquidation Trustee and thereupon the successor Liquidation Trustee, without any further 

act or need for an order of the Bankruptcy Court, shall become fully vested with all of the rights, 

powers, duties and obligations of the predecessor; provided, however, that the Liquidation Trustee 

shall be deemed removed on the date the Subchapter V Cases are closed, and no successor thereto 

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shall be designated. The Liquidation Trustee and its professionals shall be entitled to compensation 

payable from the Liquidation Trust. 

D. Beneficiaries of the Liquidation Trust 

Holders of Allowed Claims entitled to Distributions shall be the beneficiaries of the 

Liquidation Trust. Such beneficiaries shall be bound by the Liquidation Trust Agreement. The 

interests of the beneficiaries in the Liquidation Trust shall be uncertificated and nontransferable 

except upon death of the interest holder or by operation of law. 

E. Vesting and Transfer of Assets to the Liquidation Trust 

Pursuant to Bankruptcy Code section 1141(b), the Assets, other than the Assets included 

in the Sale, shall vest in the Liquidation Trust, free and clear of all Liens, Claims and Interests, 

except as otherwise specifically provided in this Plan or in the Confirmation Order; provided, 

however, that the Liquidation Trustee may abandon or otherwise not accept any non-Cash Assets 

that the Liquidation Trustee believes, in good faith, have no value to the Liquidation Trust. Any 

non-Cash Assets that the Liquidation Trustee so abandons or otherwise does not accept shall not 

be property of the Liquidation Trust. 

F. Liquidation Trust Expenses 

Subject to the provisions of the Liquidation Trust Agreement, all costs, expenses and 

obligations incurred by the Liquidation Trustee, including professional fees, in administering this 

Plan and the Debtors’ Estates, and/or maintaining and administering the Liquidation Trust shall be 

a charge against any Liquidation Trust Assets. 

G. Role of the Liquidation Trustee

(1) Exclusive Trustee

The Liquidation Trustee shall be the exclusive trustee of the Liquidation Trust and the 

Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3). The powers, rights, and 

responsibilities of the Liquidation Trustee shall be specified in the Liquidation Trust Agreement 

and shall include, without limitation, the authority and responsibility to: (a) receive, manage, 

invest, supervise, and protect the Assets; (b) pay taxes or other obligations incurred by the 

Liquidation Trust; (c) retain and compensate, without further order of the Bankruptcy Court, the 

services of employees, professionals and consultants to advise and assist in the administration, 

prosecution and distribution of Assets; (d) investigate, prosecute, compromise, and settle, in 

accordance with the specific terms of the Liquidation Trust Agreement, Causes of Action vested 

in the Liquidation Trust; (e) object to, challenge, negotiate, or settle any Disputed Claims; (f) 

dissolve the Debtors and any subsidiaries of the Debtors; (g) recover any Assets for the benefit of 

the Liquidation Trust, including, but not limited to, accounts receivable of the Debtors, (h) abandon 

any Assets of the Liquidation Trust that it deems to be burdensome or of inconsequential value; 

and (i) undertake all administrative functions of this Plan, including the ultimate closing of the 

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Debtors’ Subchapter V Cases. The Liquidation Trustee is the successor to the Debtors and their 

Estates. 

(2) Possession of Books and Records 

On the Effective Date, the Liquidation Trustee shall: (a) take possession of all books, 

records, and files of the Debtors and their respective Estates; and (b) provide for the retention and 

storage of such books, records, and files until such time as the Liquidation Trustee determines, in 

accordance with the Liquidation Trust Agreement, that retention of same is no longer necessary or 

required. 

(3) Investment of Cash 

The Liquidation Trustee may invest Cash (including any earnings thereon or proceeds 

therefrom) as permitted by Bankruptcy Code section 345 or in other prudent investments; 

provided, however, that such investments are permitted to be made by a liquidation 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. 

(4) Tax Returns 

The Liquidation Trustee shall file tax returns for the Liquidation Trust as a grantor trust 

pursuant to Treasury Regulation section 1.671-4(a) and in accordance with this Plan. The 

Liquidation Trust also shall annually (for tax years in which Distributions from the Liquidation 

Trust are made), send to each beneficiary a separate statement setting forth the beneficiary’s share 

of item income, gain, loss, deduction or credit and all such holders shall report such items on their 

federal income tax returns; provided, however, that no such statement need be sent to any Class 

that is not expected to receive any Distribution from the Liquidation Trust. The Liquidation Trust’s 

taxable income, gain, loss, deduction or credit will be allocated to the Liquidation Trust’s 

beneficiaries in accordance with their relative beneficial interests in the Liquidation Trust. As soon 

as practicable after the Effective Date, the Liquidation Trust shall make a good faith valuation of 

assets of the Liquidation Trust, and such valuation shall be used consistently by all parties for all 

federal income tax purposes. The Liquidation Trustee also shall file (or cause to be filed) any other 

statements, returns, or disclosures relating to the Liquidation Trust that are required by any 

governmental unit for taxing purposes. The Liquidation Trustee may request an expedited 

determination of taxes of the Debtors or of the Liquidation Trust under Bankruptcy Code section 

505(b) for all tax returns filed for, or on behalf of, the Debtors and the Liquidation Trust for all 

taxable periods through the dissolution of the Liquidation Trust. The Liquidation Trustee shall be 

responsible for filing all federal, state, and local tax returns for the Debtors and the Liquidation 

Trust. The Liquidation Trust shall comply with all withholding and reporting requirements 

imposed by any federal, state, or local taxing authority, and all Distributions made by the 

Liquidation Trustee shall be subject to any such withholding and 

reporting requirements. 

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(5) Allowed Tax Obligations 

The Liquidation Trust shall be responsible for payments of all Allowed tax obligations of 

the Debtors, and any taxes imposed on the Liquidation Trust. 

H. Preservation of Right to Conduct Investigations 

The preservation for the Liquidation Trust of any and all rights to conduct investigations 

pursuant to Bankruptcy Rule 2004 is necessary and relevant to the liquidation and administration 

of the Assets. Accordingly, any and all rights to conduct investigations pursuant to Bankruptcy 

Rule 2004 held by the Debtors prior to the Effective Date shall vest with the Liquidation Trust and 

shall continue until dissolution of the Liquidation Trust. 

I. Prosecution and Resolution of Causes of Action 

From and after the Effective Date, prosecution and settlement of all Causes of Action 

transferred to the Liquidation Trust shall be the sole responsibility of the Liquidation Trustee 

pursuant to this Plan and the Confirmation Order. From and after the Effective Date, the 

Liquidation Trustee shall have, with requisite approval of the Liquidation Trust Committee, 

exclusive rights, powers, and interests of the Debtors’ Estates to pursue, settle or abandon such 

Causes of Action as the sole representative of or successor to the Debtors’ Estates pursuant to 

Bankruptcy Code section 1123(b)(3). Proceeds recovered from all Causes of Action will be 

deposited into the Liquidation Trust and will be distributed by the Liquidation Trustee to 

beneficiaries in accordance with the provisions of this Plan. All Causes of Action that are not 

expressly released or waived under this Plan are reserved and preserved and vest in the 

Liquidation Trust in accordance with this Plan. No Person may rely on the absence of a 

specific reference in this Plan or the Plan Supplement to any Cause of Action against it as 

any indication that the Debtors or Liquidation Trustee will not pursue any and all available 

Causes of Action against such Person or Entity, except as otherwise provided in this Plan.

No preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, 

claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes 

of Action upon, after, or as a consequence of confirmation or substantial consummation of this 

Plan, except as otherwise provided in this Plan. No Causes of Action that have been otherwise 

released or exculpated shall be transferred to the Liquidation Trust; the Liquidation Trustee shall 

not have standing to pursue such claims or released or exculpated Causes of Action, and all such 

released or exculpated claims and Causes of Action shall be waived, released and discharged 

pursuant to this Plan. A nonexclusive schedule of Causes of Action shall be attached to the Plan 

Supplement. The Debtors’ inclusion of, or failure to include, any right, action or claim in Plan 

Supplement shall not be deemed an admission, denial or waiver of any claims, demands, rights or 

Causes of Action that the Liquidation Trust may hold against any Entity, and all Entities are hereby 

notified that all such claims, demands, rights or Causes of Action are preserved, except as 

otherwise provided in this Plan. To the extent the Liquidation Trustee believes there to be a 

conflict in the handling of a specific Cause of Action, the Liquidation Trustee shall report the 

conflict to the Liquidation Trust Committee and may, in consultation with the Liquidation Trust 

Committee, assign the Cause of Action to the Liquidation Trust Committee, which shall be directly 

responsible for the handling of the specific Cause of Action. 

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J. Federal Tax Treatment of the Liquidation Trust for the Assets 

For federal income tax purposes, it is intended that the Liquidation Trust be classified as a 

liquidation trust under section 301.7701-4 of the Treasury Regulations and that such trust be owned 

by its beneficiaries. Accordingly, for federal income tax purposes, it is intended that the 

beneficiaries be treated as if they had received a Distribution from the Debtors; Estates of an 

undivided interest in each of the Assets (to the extent of the value of their respective share in the 

applicable Assets) and then contributed such interests to the Liquidation Trust, and the Liquidation 

Trust’s beneficiaries will be treated as the grantors and owners thereof.

K. Limitation of Liability

No recourse will ever be had, directly or indirectly, against the Liquidation Trustee, 

members of the Liquidation Trust Committee, and their respective officers, directors, employees, 

professionals, representatives, agents, successors or assigns, by legal or equitable proceedings or 

by virtue of any statute or otherwise, or any deed of trust, mortgage, pledge or note, nor upon any 

promise, contract, instrument, undertaking, obligation, covenant or agreement whatsoever 

executed by the Liquidation Trustee under this Plan or by reason of the creation of any 

indebtedness by the Liquidation Trust or the Liquidation Trustee under this Plan. All such liabilities 

under this Plan will be enforceable only against, and will be satisfied only out of, the Assets. The 

Liquidation Trustee and his agents shall not be deemed to be the agent for any holder of a Claim 

in connection with Distributions made under this Plan. The Liquidation Trustee, members of the 

Liquidation Trust Committee, and their respective officers, directors, employees, professionals, 

representatives, agents, successors or assigns will not be liable for any act they may do, or omit to 

do hereunder in good faith and in the exercise of their sound judgment; provided, however, that 

this section will not apply to any specific act where the Bankruptcy Court determines in a Final 

Order that the action or inaction was grossly negligent or the result of willful misconduct. No such 

person shall be liable for any action or inaction of another person.

L. Term of Liquidation Trust 

The Liquidation Trustee shall be discharged and the Liquidation Trust shall be terminated, 

at such time as (i) all of the Assets have been liquidated, (ii) all duties and obligations of the 

Liquidation Trustee under the Liquidation Trust Agreement have been fulfilled, and (ii) the 

Debtors’ Subchapter V Cases have been closed.

M. Retention of Professionals 

Subject to the terms of this Plan and Confirmation Order to the extent they address the 

treatment and payment of Professional Fees incurred prior to the Effective Date, the Liquidation 

Trustee may, with requisite approval from the Liquidation Trust Committee, retain and compensate 

attorneys and other professionals to assist in their duties on such terms (including on a contingency 

or hourly basis) as they deem reasonable and appropriate without Bankruptcy Court approval. 

Representation of both the Liquidation Trustee and Liquidation Trust Committee by such 

professionals shall not be deemed to be a conflict of interest, make such professionals have an 

interest adverse to the Estates or the Debtors or otherwise not be disinterested. Upon the 

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appointment of the Liquidation Trustee under the Liquidation Trust Agreement, any Professionals 

retained by the Debtors shall no longer be obligated or required to continue to represent the Debtors 

after the Effective Date (unless such Professionals have agreed in writing to continue such 

representation) and, if such Professional elects to withdraw from such representation, such 

Professional shall be released and discharged from all further authority, duties, responsibilities and 

obligations relating to and arising from the Subchapter V Cases and the confirmation of this Plan. 

The confirmation of this Plan shall constitute any necessary consent and court approval to 

withdraw from such representation.

N. Conflicts Between Liquidation Trust Agreement and Plan 

In the event of any direct conflicts between the express terms of the Liquidation Trust 

Agreement and this Plan, the terms and provisions of this Plan shall control.

O. Cancellation of Existing Securities and Agreements

Except for purposes of evidencing a right to Distributions under this Plan or as otherwise 

provided hereunder, on the Effective Date, all agreements and other documents evidencing Claims 

or Interests or rights of any holder of a Claim or Interest against any of the Debtors, including, but 

not limited to, all indentures, notes, bonds and share certificates evidencing such Claims and 

Interests and any agreements or guarantees related thereto shall be cancelled, terminated, deemed 

null and void and satisfied as against the Debtors, but not as against any other Person or Entity.

P. Automatic Stay 

The automatic stay provided for under section 362 of the Bankruptcy Code shall remain in 

effect in the Subchapter V Cases until the Effective Date.

Q. Books and Records 

As part of the appointment of the Liquidation Trustee, to the extent not already transferred 

on the Effective Date, the Debtors shall transfer dominion and control over all of their books and 

records to the Liquidation Trustee in whatever form, manner or media those books and records 

existed immediately prior to the transfer thereof to the Liquidation Trustee. The Liquidation 

Trustee may abandon all such books and records upon the closing of these Subchapter V Cases. 

Pursuant to section 554 of the Bankruptcy Code, this Plan shall constitute a motion and notice, so 

that no further notice or Bankruptcy Court filings are required to effectuate the aforementioned 

abandonment of the books and records of the Debtors.

R. D&O Insurance Policies and Other Insurance Policies 

No prepaid D&O Insurance Policies or other prepaid insurance policies shall be cancelled, 

and the Debtors’ directors, officers, and employees who have valid claims against the D&O 

Insurance Policies for indemnification, defense, reimbursement, or limitation of liability may be 

paid from the D&O Insurance Policies to the extent of the coverage provided by the D&O 

Insurance Policies. As such, and notwithstanding anything in this Plan to the contrary, pursuant to 

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sections 365(a) and 1123(b)(2) of the Bankruptcy Code, the D&O Insurance Policies or other 

insurance policies, to the extent the contract providing for such is determined to be an executory 

contract, shall be deemed assumed by the Debtors. To the extent the D&O Insurance Policies or 

other insurance policies are invoked by the Liquidation Trustee or as a result of the Transition, the 

Liquidation Trust shall pay any and all deductibles related to the D&O and Cyber Insurance 

Policies.

S. Sale of Assets 

(1) Sale and Transition

Pursuant to Bankruptcy Code section 1123(b)(4), the Debtors shall sell substantially all 

Assets, exclusive of Cash, accounts receivable, and Causes of Action, to Touchstone free and clear 

of all Liens, Claims, Interests, and all other encumbrances. The full schedule of Assets shall be 

included in the Bill of Sale and Transition Agreements, which shall be attached to the Plan 

Supplement. Closing of the Sale shall occur on the Effective Date.

(2) Arm’s-Length and Touchstone’s Good Faith

The Sale was negotiated and is undertaken by the Debtors and Touchstone at arm’s length 

without collusion or fraud, and in good faith within the meaning of section 363(m) of the 

Bankruptcy Code. Touchstone is not an “insider” of the Debtors as that term is defined by section 

101(31) of the Bankruptcy Code. Touchstone (i) recognized that the Debtors were free to deal 

with any other party interested in acquiring the Assets and (ii) complied with the Bankruptcy Code 

and this Plan in all respects. All payments to be made by Touchstone and other agreements or 

arrangements entered into by Touchstone in connection with the Sale have been disclosed; neither 

Touchstone nor the Debtors have entered into collusive bidding prohibited by Bankruptcy Code 

section 363(n) by any action or inaction; and no common identity of directors or controlling 

stockholders exists between and among Touchstone on the one hand, and the Debtors, on the other. 

As a result of the foregoing, Touchstone is a “good faith purchaser” within the meaning of 

Bankruptcy Code section 363(m), and as such, is entitled to all of the protections afforded thereby, 

including in the event this Plan or any portion thereof is reversed or modified on appeal, and each 

of Touchstone and the Debtors otherwise have proceeded in good faith in all respects in connection 

with the Sale specifically and these Subchapter V Cases generally. 

(3) Transfer of Assets Free and Clear 

The Debtors are the sole and lawful owner of the Assets included in the Sale, or otherwise 

has a valid, enforceable property interest in such, and title thereto is vested in the Debtors. Subject 

to Bankruptcy Code section 363(f), and except as otherwise provided in this Plan or the 

Confirmation Order, the transfer of each of the Assets to Touchstone will be, as of the date of 

closing the Sale, a legal, valid, and effective transfer of the Assets, which transfer vests or will vest 

Touchstone with all right, title, and interest of the Debtors to the Assets free and clear of, among 

other things: (i) all Liens, (ii) all debts arising under, relating to, or in connection with any act of 

the Debtors or Claims, liabilities, obligations, demands, guaranties, options, rights, contractual 

commitments, restrictions, interests and matters of any kind and nature, whether arising prior to or 

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subsequent to the commencement of the Subchapter V Cases, and whether imposed by agreement, 

understanding, law, equity or otherwise (including, without limitation, rights with respect to 

Claims and Liens (x) that purport to give to any party a right of setoff or recoupment against, or a 

right or option to effect any forfeiture, modification, profit sharing interest, right of first refusal, 

purchase or repurchase right or option, or termination of, the Debtors’ or Touchstone’s interests in 

the Assets, or any similar rights, or (y) in respect of taxes, restrictions, rights of first refusal, 

charges of interests of any kind or nature, if any, including, without limitation, any restriction on 

use, voting, transfer, receipt of income or other exercise of any attributes of ownership), relating 

to, accruing or arising any time prior to or on the Closing Date. The Debtors served this Plan on 

all parties who are known or reasonably believed, after reasonable inquiry, to have asserted any 

interest in the Assets included in the Sale. 

(4) Free and Clear Findings Required by Touchstone

Touchstone would not have entered into the Sale and would not consummate the 

transactions contemplated thereby if the Sale to Touchstone were not free and clear of any and all 

interests pursuant to Bankruptcy Code section 363(f), or if Touchstone would, or in the future 

could, be liable for any of such interests. Upon the Effective Date, Touchstone shall not be 

responsible for any interests with respect to the Sale, including the following: (i) any labor or 

employment agreements; (ii) all mortgages, deeds of trust and security interests; (iii) any 

intercompany loans and receivables between the Debtors of the Debtors’ affiliates; (iv) any 

pension, welfare, compensation or other employee benefit plans, agreements, practices and 

programs, including, without limitation, any pension plan of any Debtors, or any affiliate of; 

(v) any other employee, worker’s compensation, occupational disease or unemployment or 

temporary disability related claim, including, without limitation, claims that might otherwise arise 

under or pursuant to (a) the Employee Retirement Income Security Act of 1974, as amended, 

(b) the Fair Labor Standards Act, (c) Title VII of the Civil Rights Act of 1964, (d) the Federal 

Rehabilitation Act of 1973, (e) the National Labor Relations Act, (f) the Age Discrimination and 

Employee Act of 1967 and Age Discrimination in Employment Act, as amended, (g) the 

Americans with Disabilities Act of 1990, (h) the Consolidated Omnibus Budget Reconciliation 

Act of 1985, (i) state discrimination laws, (j) state unemployment compensation laws or any other 

similar state laws, (k) the Worker Adjustment and Retraining Notification Act, 29 U.S.C §§ 2101 

et. seq., or (l) any other state or federal benefits or claims relating to any employment with the 

Reorganized Debtor or any of their predecessors; (vi) interests arising under any Environmental, 

Health and Safety Laws with respect to any assets owned or operated by Reorganized Debtor or 

any corporate predecessor at any time prior to the Effective Date and any liabilities of the Debtors; 

(vii) any bulk sales or similar law; (viii) any tax statutes or ordinances, including, without 

limitation, the Internal Revenue Code of 1986, as amended; (ix) any and all Interests arising out 

of violations, or other non-compliance with any law(s), regulation(s), standard(s), guideline(s), 

enforcement order(s), or any other authority or requirement enforced by, or under the supervision 

of the Occupational Safety and Health Administration; and (x) any theories of successor liability 

or causes of action related thereto. Sale of the Assets other than one free and clear of all interests 

would yield substantially less value for the Debtors, with less certainty, than the Sale as 

contemplated. Therefore, the Sale contemplated by this Plan maximizes the Debtors recovery on 

the Assets, and, thus, is in the best interests of the Debtors, creditors and all other parties in interest.

- --

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(5) No Successor Liability 

Touchstone is not holding itself out to the public as a continuation of the Debtors and is not 

an “insider” or “affiliate” of the Debtors, as those terms are defined in the Bankruptcy Code, and 

no common identity of incorporators, directors or stockholders exists now or has ever existed 

between Debtors, on the one hand, and the Touchstone, on the other. The conveyance of the Assets

as part of the Sale does not amount to a consolidation, merger or de facto merger of Touchstone

and the Debtors; there is not substantial continuity between Touchstone and the Debtors; there is 

no continuity of enterprise between the Debtors and Touchstone; Touchstone is not a mere 

continuation of the Debtors and Touchstone does not constitute a successor to the Debtors. 

Touchstone’s acquisition of the Assets shall be free and clear of any “successor liability” claims of 

any nature whatsoever, whether known or unknown and whether asserted or unasserted as of the 

Effective Date. Touchstone’s operations shall not be deemed a continuation of the Debtors’ 

business as a result of the acquisition of the Assets. Touchstone would not have acquired the Assets 

but for the foregoing protections against potential claims based upon “successor liability” theories. 

Touchstone will not have any successor or transferee liability for liabilities of the Debtors or any 

affiliate of the Debtors (whether u federal or state law or otherwise) as a result of the Sale. 

T. Transition of Services

Upon the Effective Date, the Transition shall occur pursuant to the terms of the Transition 

Agreements. The Transition Agreements shall be attached to the Plan Supplement. 

U. Section 1145 Exemption

In accordance with Bankruptcy Code section 1145, the retention of Interests, to the extent 

applicable, under this Plan is exempt from all federal, state, or local law requiring registration for 

offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker dealer 

in such securities and is not deemed to be a public offer of such securities. 

VIII. Effect of Plan Confirmation 

A. Binding Effect 

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062, upon the occurrence of the 

Effective Date, the terms of this Plan shall be immediately effective and enforceable and deemed 

binding upon the Debtors and any and all Holders of Claims and Interests (irrespective of whether 

such Claims or Interests are deemed to have accepted this Plan), all Entities that are parties to or 

are subject to the settlements, compromises, releases, discharges, and injunctions described in this 

Plan, each Entity acquiring property under this Plan, and any and all non-Debtor parties to 

Executory Contracts or Unexpired Leases with the Debtors. 

B. Compromise and Settlement of Claims 

Pursuant to Section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in 

consideration for the Distributions and other benefits provided pursuant to this Plan, the provisions 

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of this Plan shall constitute a good faith compromise of all Claims set forth in Article VIII of this 

Plan. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the 

compromise or settlement of all such Claims, as well as a finding by the Bankruptcy Court that 

such compromise or settlement is fair, equitable, reasonable and in the best interests of the Debtors, 

the Estates and holders of Claims.

C. Plan Injunction 

Except as otherwise provided herein or in the Confirmation Order, all Entities that 

have held, hold, or may hold Claims or Interests that have been satisfied or released pursuant 

to this Plan shall be permanently enjoined, from and after the Effective Date, from taking 

any of the following actions against, as applicable, the Debtors, the Released Parties, or the 

Exculpated Parties, or any of their respective properties or Estates: (a) commencing or 

continuing in any manner any action or other proceeding of any kind on account of, in 

connection with or with respect to any such Claims or Interests; (b) enforcing, attaching, 

collecting, or recovering in any manner or by any means any judgment, award, decree, or 

order on account of, in connection with or with respect to any such Claims or Interests; (c) 

creating, perfecting, or enforcing any Lien or encumbrance of any kind on account of, in 

connection with or with respect to any such Claims or Interests; (d) asserting any right of 

setoff, subrogation, or recoupment of any kind on account of, in connection with or with 

respect to any such Claims or Interests, unless such Entity has Filed, on or before the 

Confirmation Date, a motion with the Bankruptcy Court requesting the right to perform 

such setoff, notwithstanding any indication that such Entity asserts, has, or intends to 

preserve any right of setoff pursuant to applicable law or otherwise; and (e) commencing or 

continuing in any manner any action or other proceeding of any kind on account of, in 

connection with or with respect to any such Claims or Interests discharged, released, 

exculpated, or settled pursuant to this Plan or that is otherwise inconsistent with the 

provisions of this Plan. 

D. Protected Party Injunction

The Bankruptcy Court shall retain exclusive jurisdiction over any suit brought on 

account of any Claim or Cause of Action against a Protected Party in connection with or 

arising out of the administration of, or otherwise related to, the Subchapter V Cases; the 

negotiation and pursuit of this Plan and all related agreements, instruments, and other 

documents; the solicitation of votes for, or confirmation of, this Plan; the funding of this Plan; 

the occurrence of the Effective Date; the administration of this Plan or the property to be 

distributed under this Plan; or the transactions in furtherance of any of the foregoing, and 

any Entity bringing such suit shall do so in the Bankruptcy Court or such other court as the 

Bankruptcy Court may direct. The other protections provided by this Section shall be in 

addition to, and shall not limit, any other releases, indemnifications, injunctions, 

exculpations, any and all other applicable law or rules protecting the Protected Parties from 

liability. For the avoidance of doubt, nothing in this Plan or Confirmation Order is intended 

to affect the police or regulatory activities of Governmental Units. 

 

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E. Exculpation

Notwithstanding anything to the contrary in this Plan or Confirmation Order, on the 

Confirmation Date and effective as of the Effective Date, and to the fullest extent permitted 

by applicable law, no Exculpated Party shall have or incur liability for, and each Exculpated 

Party is hereby released and exculpated from, any cause of action, Claim or other assertion 

of liability for any act or omission in connection with, relating to, or arising out of, the 

Subchapter V Cases, the Filing of the Subchapter V Cases, the formulation, preparation, 

dissemination, negotiation, administration, implementation or Filing of, as applicable, Plan 

or any other contract, instrument, release or other agreement or document created or entered 

into in connection with any of the foregoing, the pursuit of Confirmation, the pursuit of 

Consummation, the issuance of securities pursuant to this Plan, or the distribution of 

property under this Plan, except for claims related to any act or omission that is determined 

in a Final Order by a court of competent jurisdiction to have constituted actual fraud, gross 

negligence or willful misconduct. Notwithstanding anything to the contrary herein, the 

Exculpated Parties shall, in all respects, be entitled to reasonably rely upon the advice of 

counsel with respect to their duties and responsibilities pursuant to this Plan. The Exculpated 

Parties have, and upon completion of this Plan shall be deemed to have, participated in good 

faith and in compliance with the applicable laws with regard to the solicitation of, and 

distribution of consideration pursuant to, this Plan and, therefore, are not, and on account 

of such distributions shall not be, liable at any time for the violation of any applicable law, 

rule, or regulation governing the solicitation of acceptances or rejections of this Plan or such 

distributions made pursuant to this Plan. With respect to any Exculpated Party that is not 

also an Estate fiduciary, such exculpation shall be as provided for by Bankruptcy Code 

section 1125(e). Notwithstanding anything contained herein, no exculpation shall be given in 

contravention of Bank of N.Y. Trust Co. v. Off’l Unsecured Creditors’ Comm. (In re Pacific 

Lumber Co.), 584 F.3d 229 (5th Cir. 2009). 

F. Releases by the Debtors 

Pursuant to Bankruptcy Code section 1123(b), and notwithstanding anything to the 

contrary in this Plan or Confirmation Order, on the Confirmation Date and effective as of 

the Effective Date, for good and valuable consideration provided by each of the Released 

Parties, the adequacy of which is hereby confirmed, and to the fullest extent permitted by 

applicable law, in exchange for their cooperation, the Released Parties shall be deemed 

released and discharged by the Debtors and their Estates (the “Debtor Releasing Parties”) 

from any and all claims, interests, obligations, debts, rights, suits, damages, causes of action, 

remedies, and liabilities whatsoever, including any derivate claim asserted on behalf of any 

Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, 

in law, equity, or otherwise, that the Debtors, their Estates, or their Affiliates would have 

been legally entitled to assert in their own right (whether individually or collectively) or on 

behalf of the Holder of any Claim or Interest or other Entity, based on or relating to, or in 

any manner arising from, in whole or in part, the Debtors, the Subchapter V Cases, the 

purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject 

matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in

this Plan, the business or contractual arrangements between any Debtor and any Released 

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Party, the restructuring of Claims and Interests prior to or in the Subchapter V Cases, the 

negotiation, formulation, preparation, implementation or administration of this Plan, any 

other act or omission, transaction, agreement, event, or other occurrence taking place on or 

before the Effective Date (the “Debtor Release”). Notwithstanding anything contained 

herein, no release shall be given in contravention of Bank of N.Y. Trust Co. v. Off’l Unsecured 

Creditors’ Comm. (In re Pacific Lumber Co.), 584 F.3d 229 (5th Cir. 2009). 

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each 

of the related provisions and definitions contained in this Plan, and further, shall constitute 

the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and 

valuable consideration provided by the Released Parties; (2) a good faith settlement and 

compromise of the claims released by the Debtor Release; (3) in the best interests of the 

Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given 

and made after due notice and opportunity for hearing; and (6) a bar to any of the Debtors 

or the Debtors’ Estates asserting any claim, cause of action or other assertion of liability 

released pursuant to the Debtor Release.

For the avoidance of doubt, the Debtor Release shall not operate to waive, release, or 

otherwise impair: (i) any Causes of Action arising from willful misconduct, actual fraud, or 

gross negligence of such applicable Released Party as determined by a Final Order of the 

Court or any other court of competent jurisdiction; and/or (ii) the Rights of such Debtor 

Releasing Party to enforce this Plan and the contracts, instruments, releases, indentures, and 

other agreements or documents delivered under or in connection with this Plan or assumed 

pursuant to this Plan or assumed pursuant to Final Order of the Court. 

G. Release and Exculpation Injunction 

The Confirmation Order shall permanently enjoin the commencement or prosecution 

by any Entity, whether directly, derivatively, or otherwise, of any Claims, obligations, suits, 

judgments, damages, demands, debts, rights, Causes of Action, losses, fines, penalties, or 

liabilities released or exculpated pursuant to this Plan. 

H. Discharge of Claims

The Debtors shall receive a discharge of all debts, as set forth more fully below, arising 

before the Effective Date; however, the timing of the discharge will depend on whether this Plan 

is confirmed as a consensual plan or a cramdown plan pursuant to Bankruptcy Code sections 

1191(a) or (b), respectively. See 11 U.S.C. § 1181(c).

(1) Consensual Plan - Discharge Under Bankruptcy Code section 

1141(d) 

If this Plan is confirmed pursuant to Bankruptcy Code section 1191(a), the Debtors shall 

receive a discharge pursuant to Bankruptcy Code section 1141(d), and except as otherwise

specifically provided in this Plan or in any contract, instrument, or other agreement or document 

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created pursuant to this Plan, the distributions, rights, and treatment that are provided in this Plan 

shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of 

Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued 

on Claims or Interests from and after the Petition Date, whether known or unknown, against, 

liabilities of, liens on, obligations of, rights against, and Interests in, the Debtors or any of their 

assets or properties, regardless of whether any property shall have been distributed or retained 

pursuant to this Plan on account of such Claims and Interests, including demands, liabilities, and 

Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) 

to the extent such Claims or Interests relate to services performed by employees of the Debtors 

prior to the Effective Date and that arise from a termination of employment, any contingent or 

noncontingent liability on account of representations or warranties issued on or before the 

Effective Date, and all debts of the kind specified in Bankruptcy Code sections 502(g), 502(h), or 

502(i), in each case whether or not: (1) a Proof of Claim based upon such debt or right is Filed or 

deemed Filed pursuant to section Bankruptcy Code section 501; (2) a Claim or Interest based upon 

such debt, right, or Interest is Allowed pursuant to Bankruptcy Code section 502; or (3) the Holder 

of such a Claim or Interest has accepted this Plan. The Confirmation Order shall be a judicial 

determination of the discharge of all Claims and Interests subject to the occurrence of the Effective 

Date. 

(2) Cramdown Plan - Discharge Under Bankruptcy Code section 

1192 

If this Plan is confirmed as a cramdown plan pursuant to Bankruptcy Code section 1191(b), 

the Debtors shall receive a discharge “as soon as practicable after completion by the [Debtors] of 

all payments due within the [Commitment Period]” See 11 U.S.C. § 1192. Except as otherwise 

specifically provided in this Plan or in any contract, instrument, or other agreement or document 

created pursuant to this Plan, the distributions, rights, and treatment that are provided in this Plan 

shall be in complete satisfaction, discharge, and release, of Claims, Interests, and Causes of Action 

of any nature whatsoever, including any interest accrued on Claims or Interests from and after the 

Petition Date, whether known or unknown, against, liabilities of, liens on, obligations of, rights 

against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any 

property shall have been distributed or retained pursuant to this Plan on account of such Claims 

and Interests, including demands, liabilities, and Causes of Action that arose before the Effective 

Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to 

services performed by employees of the Debtors prior to the Effective Date and that arise from a 

termination of employment, any contingent or noncontingent liability on account of 

representations or warranties issued on or before the Effective Date, and all debts of the kind 

specified in Bankruptcy Code sections 502(g), 502(h), or 502(i), in each case whether or not: (1) 

a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 

Bankruptcy Code section 501; (2) a Claim or Interest based upon such debt, right, or Interest is 

Allowed pursuant to Bankruptcy Code section 502; or (3) the Holder of such a Claim or Interest 

has accepted this Plan. The Confirmation Order shall be a judicial determination of the discharge 

of all Claims and Interests subject to the occurrence of the Effective Date and the completion of 

all Distributions contemplated under this Plan. 

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I. Preservation of Causes of Action

(1) Vesting of Causes of Action

i. Except as otherwise provided in this Plan or Confirmation Order, in 

accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that the Debtors 

and the Estates may hold against any Entity shall vest in the Liquidation Trust on and after the 

Effective Date. 

ii. Except as otherwise provided in this Plan or Confirmation Order, 

after the Effective Date, the Liquidation Trustee shall have the exclusive right to institute, 

prosecute, abandon, settle or compromise any Causes of Action that were held by the Debtors and 

the Estates, in its sole discretion and without further order of the Bankruptcy Court, in any court 

or other tribunal, including, without limitation, in an adversary proceeding filed in one or more of 

the Subchapter V Cases. 

(2) Preservation of All Causes of Action Not Expressly Settled or 

Released 

i. Unless a Cause of Action against a holder or other Entity is expressly 

waived, relinquished, released, compromised or settled in this Plan or any Final Order (including 

the Confirmation Order) of the Bankruptcy Court, the Debtors and their Estates expressly reserve 

such Cause of Action for later adjudication or administration by the Liquidation Trustee (including, 

without limitation, Causes of Action not specifically identified or described in this Plan or 

elsewhere or of which the Debtors or the Committee may presently be unaware or which may arise 

or exist by reason of additional facts or circumstances unknown to the Debtors or the Committee 

at this time or facts or circumstances which may change or be different from those the Debtors or 

the Committee now believe 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 shall apply to such Causes of Action 

upon or after the entry of the Confirmation Order or Effective Date based on the Disclosure 

Statement, Plan or Confirmation Order, except where such Causes of Action have been released in 

this Plan or any other Final Order (including the Confirmation Order). In addition, the Debtors and 

their Estates expressly reserve the right of the Liquidation Trustee to pursue or adopt any claims 

alleged in any lawsuit in which the Debtors are a defendant or an interested party, against any 

Entity, including, without limitation, the plaintiffs or co-defendants in such lawsuits. A nonexhaustive list of preserved Causes of Action shall be attached to the Plan Supplement.

ii. Subject to the immediately preceding paragraph, any Entity to 

whom the Debtors have incurred an obligation (whether on account of services, purchase or sale 

of goods or otherwise), or who has received services from the Debtors or a transfer of money or 

property of the Debtors, or who has transacted business with the Debtors, or leased equipment or 

property from the Debtors should assume that any such obligation, transfer, or transaction may be 

reviewed by the Liquidation Trustee subsequent to the Effective Date and may be the subject of an 

action after the Effective Date, regardless of whether: (i) such Entity has filed a proof of Claim 

against the Debtors in the Subchapter V Cases; (ii) the Debtors have objected to any such Entity’s 

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proof of Claim; (iii) any such Entity’s Claim was included in the Schedules; (iv) the Debtors have 

objected to any such Entity’s scheduled Claim; or (v) any such Entity’s scheduled Claim has been 

identified by the Debtors as disputed, contingent or unliquidated.

J. Release of Liens 

Except as otherwise provided in this Plan or in any contract, instrument, release or other 

agreement or document created pursuant to this Plan, on the Effective Date, all mortgages, deeds 

of trust, liens, pledges or other security interests against property of the Estates shall be fully 

released and discharged and all of the right, title and interest of any holder of such mortgages, 

deeds of trust, liens, pledges or other security interest shall revert to the Debtors and the 

Liquidation Trustee. 

K. Liabilities to, and Rights of, Governmental Entities 

(1) As to the United States, nothing in this Plan shall limit or expand the scope 

of the release or injunction to which the Debtors are entitled to under the Bankruptcy Code. The 

release, injunction and exculpation provisions contained in this Plan are not intended and shall not 

be construed to bar the United States from, subsequent to entry of the Confirmation Order, pursuing 

any police or regulatory action, except to the extent those release and injunctive provisions bar a 

governmental unit from pursuing Claims.

(2) Notwithstanding anything contained in this Plan to the contrary, nothing in 

this Plan or Confirmation Order shall discharge, release, impair or otherwise preclude: (1) any 

liability to a governmental unit under environmental law that is not a Claim; (2) any Claim of a 

governmental unit arising on or after the Effective Date; (3) any valid right of set-off or recoupment 

of the United States against a Debtor; or (4) any liability of the Debtors under environmental law 

to any governmental unit as the owner or operator of property that such Debtor owns or operates 

after the Effective Date, except those obligations to reimburse costs expended or paid by a 

governmental unit before the Effective Date or to pay penalties owing to a governmental unit for 

violations of environmental laws or regulations that occurred before the Effective Date; provided 

that the Debtors reserve all of their rights and defenses under applicable law with respect to any 

such Claims or liabilities. Nor shall anything in this Plan: (i) enjoin or otherwise bar the United 

States or any governmental unit from asserting or enforcing, outside the Bankruptcy Court, any 

liability described as not discharged in the preceding sentence, provided that the Debtors and the 

Liquidation Trustee reserve all of their rights and defenses under applicable law with respect to 

any such Claims or Liabilities; or (ii) divest any court of jurisdiction to determine whether any 

liabilities asserted by the United States or any governmental unit are discharged or otherwise 

barred by this Plan or the Bankruptcy Code.

(3) Nothing in this Plan shall release or exculpate any non-Debtor, including 

the Exculpated Parties, from any liability to the United States, including but not limited to any 

liabilities arising under the Internal Revenue Code, the environmental laws, or the criminal laws 

against the Exculpated Parties, nor shall anything in this Plan enjoin the United States from 

bringing any claim, suit, action or other proceeding against the Exculpated Parties for any liability 

whatsoever.

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IX. Conditions to Confirmation and Effective Date 

A. Conditions Precedent to Confirmation

The following are conditions precedent to the entry of the Confirmation Order, unless such 

conditions, or any of them, have been satisfied or duly waived pursuant to Section IX.C of the 

Plan: 

(1) The Confirmation Order is in form and substance reasonably satisfactory to 

the Debtors and Touchstone;

(2) All exhibits to the Plan Supplement are in form and substance reasonably 

satisfactory to the Debtors and Touchstone;

(3) The fully executed versions of the Transition Agreements shall have been 

delivered to each of the Debtors, the Landlords, and Touchstone.

B. Conditions Precedent to the Effective Date

The following are conditions precedent to the occurrence of the Effective Date of the Plan, 

unless such conditions, or any of them, have been satisfied or duly waived pursuant to Section 

IX.C of the Plan;

(1) The Bankruptcy Court shall have entered the Confirmation Order, which 

shall be final. 

(2) The Bankruptcy Court shall have entered an order (contemplated to be part 

of the Confirmation Order) approving and authorizing the Liquidation Trustee to take all actions 

necessary or appropriate to implement the Plan, including execution and delivery of the 

Liquidation Trust Agreement, if not previously authorized by the Bankruptcy Court, and the other 

transactions contemplated by the Plan and all contracts, instruments, releases and other agreements 

or documents entered into or delivered in connection with the Plan. 

(3) No stay of the Confirmation Order shall then be in effect, and the 

Confirmation Order has become a Final Order.

(4) The Liquidation Trust has the funds necessary for the Liquidation Trustee

to make all payments required to be made on or prior to the Effective Date;

(5) All documents and agreements required by Touchstone have been fully 

executed; and 

(6) The Debtors and Touchstone shall commence the Transition.

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C. Waiver of Conditions Precedent

The conditions to the Effective Date set forth in this Article IX may be waived only by 

consent of the Debtors, and with respect to the Transition, the Debtors and Touchstone without any 

notice to other parties in interest or the Bankruptcy Court and without any formal action other than 

proceeding to confirm and/or consummate this Plan. The failure to satisfy any condition before the 

Confirmation Date or the Effective Date may be asserted by the Debtors as a reason not to seek 

Confirmation or declare an Effective Date, regardless of the circumstances giving rise to the failure 

of such condition to be satisfied (including any action or inaction by the Debtors, in their sole 

discretion). The failure of the Debtors, in their sole discretion, to exercise any of the foregoing 

rights shall not be deemed a waiver of any other rights and each such right shall be deemed an 

ongoing right, which may be asserted at any time.

D. Effect of Nonoccurrence of Conditions

If the Effective Date does not occur, then: (i) this Plan shall be null and void in all respects;

(ii) any settlement or compromise embodied in this Plan (including the fixing or limiting to an 

amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection 

of Executory Contracts or Unexpired Leases effected by this Plan, and any document or agreement 

executed pursuant to this Plan, shall be deemed null and void; and (iii) nothing contained in this 

Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner 

the rights of the Debtors or any other Person or Entity; or (c) constitute an admission, 

acknowledgement, offer, or undertaking of any sort by the Debtors or any other Person or Entity.

X. Retention of Jurisdiction

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective 

Date, the Bankruptcy Court shall retain exclusive jurisdiction, to the fullest extent permissible 

under law, over all matters arising out of and related to the Subchapter V Cases for, among other 

things, the following purposes:

(1) to hear and determine all matters relating to the assumption or rejection of 

Executory Contracts or Unexpired Leases and the allowance of Cure amounts and Claims resulting 

therefrom; 

(2) to hear and determine any motion, adversary proceeding, application, 

contested matter, or other litigated matter pending on or commenced after the Confirmation Date;

(3) to Allow, Disallow, determine, liquidate, classify, estimate, or establish the 

priority, secured or unsecured status, or amount of any Claim against or Interest in a Debtor, 

including the resolution of any request for payment of any Claim or Interest and the resolution of 

any and all objections to the secured or unsecured status, priority, amount, or allowance of Claims 

and Interests; 

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(4) to ensure that distributions to Holders of Allowed Claims and Allowed 

Interests are accomplished pursuant to the provisions of this Plan and adjudicate any and all 

disputes arising from or relating to distributions under this Plan;

(5) to hear and determine all requests for compensation and reimbursement of 

expenses to the extent allowed by the Bankruptcy Court under Bankruptcy Code sections 330 or 

503; 

(6) to hear and determine any application to modify this Plan in accordance 

with Bankruptcy Code section 1127, to remedy any defect or omission or reconcile any 

inconsistency in this Plan or any order of the Bankruptcy Court, including the Confirmation Order, 

in such a manner as may be necessary to carry out the purposes and effects thereof; 

(7) to hear and determine disputes arising in connection with the interpretation, 

implementation or enforcement of this Plan, the Confirmation Order, any transactions or payments 

contemplated hereby or any agreement, instrument or other document governing or relating to any 

of the foregoing; 

(8) to issue injunctions, enter and implement other orders, or take such other 

actions as may be necessary or appropriate to restrain interference by any Person or Entity with 

the occurrence of the Effective Date or enforcement of this Plan, the Confirmation Order or any 

other order of the Bankruptcy Court, except as otherwise provided herein;

(9) to issue orders as may be necessary to construe, enforce, implement, 

execute, and consummate this Plan; 

(10) to enter and implement such orders as may be appropriate in the event the 

Confirmation Order is for any reason stayed, revoked, modified, or vacated;

(11) to hear and determine matters concerning state, local, and federal taxes in 

accordance with Bankruptcy Code sections 346, 505, and 1146; 

(12) to determine any other matters that may arise in connection with or are 

related to this Plan, the Confirmation Order, any of this Plan Documents or any other contract, 

instrument, release or other agreement or document related to this Plan or the Plan Supplement;

(13) to resolve any disputes concerning whether a Person or Entity had sufficient 

notice of the Subchapter V Cases, the Bar Date, or the Confirmation Hearing for the purpose of 

determining whether a Claim or Interest is discharged hereunder, or for any other purpose; 

(14) to enforce, interpret, and determine any disputes arising in connection with 

any stipulations, orders, judgments, injunctions, exculpations, and rulings entered in connection 

with the Subchapter V Cases (whether or not the Subchapter V Cases have been closed); 

(15) to hear and determine all disputes involving the existence, nature or scope 

of the Debtors’ discharge; 

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(16) to hear and determine any rights, Claims or Causes of Action held by or 

accruing to the Debtors pursuant to the Bankruptcy Code or pursuant to any federal or state statute 

or legal theory; 

(17) to enforce all orders, judgments, injunctions, releases, exculpations, 

indemnifications and rulings entered in connection with the Subchapter V Cases with respect to 

any Person; 

(18) to hear any other matter related to this Plan and not inconsistent with the 

Bankruptcy Code; and 

(19) to enter a Final Decree closing the Subchapter V Cases.

XI. Miscellaneous Provisions

A. Amendment or Modification of this Plan 

Alterations, amendments, or modifications of this Plan may be proposed in writing by the 

Debtors at any time before the Confirmation Date; provided that this Plan, as altered, amended, or 

modified, satisfies the conditions of Bankruptcy Code sections 1122 and 1123. The Debtors may 

modify this Plan at any time after Confirmation and before substantial consummation, provided 

that this Plan, as modified, meets the requirements of Bankruptcy Code sections 1122 and 1123 

and the circumstances warrant such modifications. A Holder of a Claim that has accepted this Plan

shall be deemed to have accepted such Plan as modified if the proposed alteration, amendment or 

modification does not materially and adversely change the treatment of the Claim of such Holder. 

B. Plan Supplement 

Draft forms of certain documents, agreements, instruments, schedules and exhibits 

specified in this Plan shall, where expressly so provided for in this Plan, be contained in the Plan 

Supplement Filed from time to time and shall be incorporated into the Plan. Unless otherwise 

expressly provided in this Plan, the Debtors may File any Plan Supplement until seven (7) days 

prior to the voting deadline and may alter, modify or amend any Plan Supplement in accordance 

this Plan. Holders of Claims or Interests may obtain a copy of the Plan Supplement on the Debtors’ 

website at https://cases.omniagentsolutions.com/?clientId=3688. 

C. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such 

agreements and other documents as may be necessary or appropriate to effectuate and further 

evidence the terms and conditions of this Plan. The Debtors and all Holders of Claims or Interests 

receiving distributions pursuant to this Plan and all other parties in interest 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. 

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D. Governing Law 

Except to the extent that the Bankruptcy Code, Bankruptcy Rules or other federal law is 

applicable, or to the extent this Plan, an exhibit or a schedule hereto, a Plan Document or any 

settlement incorporated herein provide otherwise, the rights, duties and obligations arising under 

this Plan shall be governed by, and construed and enforced in accordance with, the laws of the 

State of Texas, without giving effect to the principles of conflict of laws thereof.

E. Time 

To the extent that any time for the occurrence or happening of an event as set forth in this 

Plan falls on a day that is not a Business Day, the time for the next occurrence or happening of said 

event shall be extended to the next Business Day. 

F. Severability

If any term or provision of this Plan is held by the Bankruptcy Court to be invalid, void or 

unenforceable, the Bankruptcy Court, at the request of the Debtors, shall 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 shall 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 shall constitute 

a judicial determination and shall 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.

G. Revocation

The Debtors reserve the right to revoke and withdraw this Plan prior to the entry of the 

Confirmation Order. If the Debtors revoke or withdraw this Plan, this Plan shall be deemed null 

and void, and nothing contained herein shall be deemed to constitute a waiver or release of any 

claims by or against the Debtors, any other Person, or to prejudice in any manner the rights of such 

parties in any further proceedings involving the Debtors. 

H. Reservation of Rights 

This Plan shall have no force or effect unless and until entry by the Bankruptcy Court of 

the Confirmation Order. None of the Filing of this Plan, any statement or provision contained in 

this Plan, or the taking of any action by any Debtor with respect to this Plan or the Plan Supplement 

shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect 

to the Holders of Claims or Interests prior to the Effective Date. 

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I. Successors and Assigns 

The rights, benefits, and obligations of any 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, 

Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each 

Entity. 

J. Service of Documents 

Any pleading, notice, or other document shall be in writing and, unless otherwise provided 

herein, shall be served on: 

Debtors PM Management - Killeen I NC LLC, et al

14841 Dallas Pkwy, Suite 440

Dallas, Texas 75254 

Attention: Pam Joy 

Counsel to Debtors Gutnicki LLP 

10440 N. Central Expy., Suite 800 

Dallas, Texas 75231 

Attention: Liz Boydston 

lboydston@gutnicki.com 

Gutnicki LLP 

45 Rockefeller Plaza, Suite 200 

New York, New York 10111

Attention: Max Schlan

mschlan@gutnicki.com

United States Trustee Office of the United States Trustee 1100 

Commerce Street, Room 976 

Dallas, Texas 75242 

Attention: Lisa Lambert 

Subchapter V Trustee Holder Law 

P.O. Box 2105 

Addison, Texas 75001-2105

Attention: Areya Holder Aurzada

K. Entire Agreement

Except as otherwise indicated, on the Effective Date, this Plan supersedes all previous and 

contemporaneous negotiations, promises, covenants, agreements, understandings, and 

representations with respect to the subject matter of this Plan, all of which will have become 

merged and integrated into this Plan on the Effective Date.

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L. Inconsistency

To the extent the Confirmation Order and/or this Plan is inconsistent with any other 

agreement entered into between the Debtors and any third party, this Plan shall control any 

previous agreements and the Confirmation Order shall control this Plan. 

M. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes 

on this Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to 

Bankruptcy Code sections 1125 and 1126, and any applicable non-bankruptcy law, rule, or 

regulation governing the adequacy of disclosure in connection with the solicitation. Accordingly, 

the Debtors shall be entitled to, and upon the Confirmation Date will be granted, the protections 

of Bankruptcy Code section 1125(e). 

Executed this 25th day of April, 2024. /s/ Kevin O’Halloran

Dallas, Texas Kevin O’Halloran 

Chief Restructuring Officer

PM Management - Killeen I NC LLC

PM Management - Killeen II NC LLC 

PM Management - Killeen III NC LLC 

PM Management - Portfolio VIII NC LLC

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Exhibit A

Liquidation Analysis 

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Liquidation Analysis 

Estimated Secured and Priority Creditor Recoveries $254,847

Estimated Administrative Expenses of the Debtors’ Subchapter V Case 

Estimated Debtors’ Counsel Fees & Expenses -

Estimated Patient Care Ombudsman Fees & Expenses $30,000

Estimated Subchapter V Trustee Fees & Expenses $40,000

Estimated Omni Fees & Expenses $100,000

Estimated Tax Advisor Fees & Expenses $20,000

Estimated Ch. 7 Trustee & Counsel Fees $300,000

Total Estimated Secured, Admin, Priority & Liquidation Costs $744,847

Total Assets at Liquidation Value $1,879,645

Less Total Estimated Secured, Admin, Priority & Liquidation Costs $744,847

Balance Remaining for Unsecured Creditors $1,134,798

Estimated Unsecured Creditors’ Claims Pool After Expected Objections $7,507,927

Estimated Percentage Recovery to Unsecured Creditors in Liquidation 15%

Estimated Percentage Recovery to Unsecured Creditors Under Plan 48%

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30

4892-8590-6871, v. 5

Exhibit 2

Liquidation Trust Agreement

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LIQ ID TIO TR T AGREE 

Thi. Liqwd tion Tru .!:!U~IUISI.MU.....1..L.1-.... ...... &.!Qt..l.!.!.ll!!.U.. • lad 

2024, b and amo ag nt 

me . - Lio 

d., • ebtors"), and Ru ell F cl 

nd caned in c ilh th • D1ird Amended. ·u 

V.loilll ?tar, uf L1q11idatio11, dat pril 2 the sam nor ma, be amended, th 

"~=~~~i... nited tat Bank rt for th them Di trict of Te: as th 

CIT 

R . onJanu 9, 02 

petition for reli hapter 11 o till ankruptc ") 

with the B nk comm i "), 44 sgj), 6 

~) and 24-3 

W IIE • the Debtors· ca coll ti el , the "Subchapter 

dministered pursuant to an rd r t reel on febni ry 6 2024 [Doc 

being • ointly 

HERE , on f bruary 4, 2024, th Oftice or the nited tates Tru t (th 

~=--U.J~~") appointed •a Holder Aurzad a ubchap r Trustee [Docket o, 

' ubchC\l)ter Y Tru tee")~ 

WllE the Plan onti mplates on E i eDat a) th er tion o a Liquidation 

Tru (th Liquidation Trust') nd the creati th :neficiaJ interests in th Liquid tion ru t 

e benefit of th Holders of II owed im L titled l Di ution 

I iarie~• and~ ~ indivi ALll!Jllll!.LI~'"'" and b) t ebtor ' 

11 the iqui on Trust n. includin , without 

(i and as of ffeaive ount required to be 

paid on the Effective D o as oon as practica Plnn, (ii) th ts, 

i • • • aCGOunt recei able, iii ion, cep 

e th Plan, and iv all of the rec (coll 

t ~~~~~illilW1

11 ); 

RE Plan c-0nt mpl t that, pursuant to Treasury Regulation ecti n 

0 I 770 1-4(d). the Liquidation Tru t hall b reat d fi the purpose of: a administering the 

iquidati n Tru •• (b) r olvin aJI Disputed Jaim ; c pursuin the use of ction, and 

(d) making all Di trib tion to the Benetici ·e pro i ed for und th Plan and thi Liquidati n 

rust greemen " ith n objecti e to co tinuc or CJ1gagc in the con uct of a trade or busin s 

e cept to the ent re.a onabl n aiy to and con. i stent v.iith the I iqui dating purp . e f the 

Liquidation rust and the Plan; and 

1 C p1tali;,cd tc d but not othcm,iso defined hcrein.11hall ha •c the me ru~ 0

\'Cn in the Pl n. 

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WHE .......... -J • come tax p it is intended that lh iquidation ru b 

cla Hied u liqujdati. • n 30 -4 of th rcasul)' .ReguJ • nd that such 

tru t be owned b • rding federal in om ta pu i • ended 

that the Benefici ad r a Di tributio11 from the bl btor' 

ate of an un • • • e Assets (to the ext nt of th alue of their eciive 

n~ in th app ets) and then ntributed h interests to the Liquid ti n Trust. and th 

Liquidation ru ciarie , ·11 be treated as the anL and owners thereof lhc foregoin 

treatment shall . to th extent permitted b applic blc law. for tat nd local inoom tax 

pup es. 

0 , THEREFORE, pursuant to the Plan and lh Confirmad n Order, in con iderati n 

ofth promise , th mutual agreem nt fthe parti ntained h 'n, and oth r good and aluabl 

con id at.ion, th r • pt and sufficiency of~ hi h are he eb kno ledg d and affinned, th 

parti hereby ag11 as follo . : 

0 C 'R ST 

fion and se of th rust The Debtor and 

Liqui • eby create • • datio purpo of mter alia, 

liqui the Cau. of i • cludi 

oi i m1zm oft th benefit or the • ari 

and (iv u oft • on th B neficiari • i an 

with th Plan an rn ent.. with no objec ive to contin 

oonduct of a u , ex in th cv nt and to th e tent n 

con I ent with th liquidating pu Liquidation Tru t 

·ection I 2 °...,1""'" T . . In order to d are th terms and condition hereof, 

and in consideration o the confirmation of the Plan, th Debtor and th Liquidation Trustee ha-.'e 

e e ed thi iquida1lon Trust gre m m and, effi i e on the Effecti e D all of the right 

tiU and interests of the D bto • t:ate in d to th Liquidation rust Asse shall in the 

Liquidation ·1 ru , o hav and to hold unto the Liquidation ru!>t and i ucc and igns 

orov under and subject 1 the term f th Plan d th onfinnation Order for the benefit of 

the Benefici ri and th ·r successors and as igns as pro 'ded for in thi Liquid t"on Tru t 

m nt and in the Plan and on , rm ation Order. 

........ =--==c.......:....o-==='--='---,,;.= ........ --------. On the ffective 

D at to ·tion 1141 (b) o in the iquida: • on 

Tru u rng, but not limi and all • pow ommittee pursuant 

to any Final Order granting • • a . uant to Bankruptcy Rule 2004 , free and 

clear of ll Lien , laim Cf\Yise specificalJy pro • ded in this Plan or 

in th onfirmation Orde w:s;oo,s~ ............... ~ Liquidation Tru tee and n r 

othorwis.c no acc.ept an non tion Trust beli . • faith. h v 

no aluc to the Liqui<4ui ,, rust at th Liquid lion Tru aband m, 

or otherwi doe not acce Liquidation rust. indude 

ause. of ction , in luding, without limitation: (a preference fraudulent t d ther 

2 ~ 

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voidance tions pu ant to chapt r o the Bankruptc ode and t te la counterp rt (b) 

s te and common law clai fo breach of fiduciary duty and aiding and ab tting breach o 

fiduciary duty, ) b of tract claim (d) other commerci 1 torr claim and e claim and 

rem die see ,· bli a parent entity' • ilit for claim again a uh idiary The 

Liquidation a c no du to amm e of tbe transfers co mplated hereunder 

orb th Pl their compliance "'~th th rm o the Plan and the • n O der, 

and ent.itled to rely on the legality and alidity of such tr reover, 

~ n Order or another prior Ba order in th 

prior n tic L credi int re fTecti 

ny Liqui ing without limitation the 

ient privile protccti immuni a • g to an ' 

document or comm the D autom tic e ·1ed in, 

nd • or ass o b th Liquidatio behalf of t uid ti n 

Tru ·ng of th a pri ilcg . work pri ·on, or oh vilcg o 

im hingtoany d mmunication • quidation Trustee i int nded 

as, an c 'tu f ch p protection or immunity in fa or 

of a • . pa in rd . Ho, hin herein hall preclude th 

Debt oth er re co the pe or appli bil i 

such privilege csti er the any of the foregoin 

automaticaJI occur . • ctu t d throu h the onfinnation Or • 

thi Liquidati n Tru to the extent pr tic bl uch 

nd funher docume t effecwate all of th g an 

nabl coopera in tran • • nin tion of th 

Liquidation Trust an che to iq 

any I or r ul tion prohibits the transfer of o\.\ f f th 

the Liquidation Tru t and such law i not uperseded by the Bankruptcy od the Liquidation 

er t shall be a lien upon and security intere: in u h Liquidation Trust ssets in tru t 

fi le use and purpo rth in thi Liquidation ent, th Plan, and th 

ion O er, h1ch d med a curity gre ntin uch int rest thcrcoo 

without need to fit financin ents or mortgag 

"'-==-=..a:::.:=...:=s=t. The Liquidation Tru haJI be funded, o.n the ffective 

ided for in the Plan and in the onfinnation Ord 

c by J .iquid.ati . The iq11idation Trustee hereby accept 

th tru p Liquidation Tru ent and agrees to ob rv n rfonn 

that truli.t on and b m and conditi t nb in thi iquid tion Tru en 

the Pl an. and th onfinnation Order. 1n connecri on with and in furtheranc of th purpo of the 

• i ru the iquidation Tru tee h eby ac ept the transfer of the Liquidation Trust 

ection 1.6 

shall be known as th 

-----o:...,;l,(.~=UlU.!....4.-· The iquidation Tru tab) i hed hereb 

e lion 1.7 pacity of Tr . t 

notwith tandin an thing herein to Lhe c 

N$t." 

t e tent p mitt d by p 

id tjon Tru t hall it 1 h 

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to l or refrain from acting, on its own behalf, including th capacity to ue and be su d. 'fh 

Liquidation Trustee, in hi ol capacity as Liquidation Tru te , may alone b the named movant 

respondcn party plaintiff, or d fendant or Lt lik in all adversary proceeding. , cont too m tters, 

and othe t t and fede I proceedings brou ht by r gain tit, and may ettl nd compromi e 

all uch matte in it own name 

e rion 1.8 • 1idation Tru t CommiU~ On the ffi ·ve Date, a representative of 

eac the lass 3 credit (i) HCK. LP, (ii Medline lndustri Inc. and (iii) 

Ph rip shall immediate) ', and'\ ithout furth r need for further documentation 

o p ro al be deemed to lh Liquidation Tru l • and the 

th . uidation all b di olved nth h pt 

clo d. The Liq id • T shall mong other thin tention 

of the Liqujd tion pr pro e the initiation of f Action 

and lhc sett! mentor other di • on with th Liquidil:ion ·1 nnection 

, i . dministration fth Liquidation Trust. make ommend.alion to the Liq • • n Tru te 

regarding th admini :rati n of the Liquidation Tru rubmil qu tion · Lo iquidalion 

Tru r conceming adminis tion ofth Debt ·' E nd th Liquidatioo 

tion 2.1 ~- e Liquid tio Tru ee hall be ap_p int d by Ule Debtor . TI1e Liquid rion ru tee' pp intm nl hall oonnnue until 1he earlier o a) the termm ·on of th 

Liquidation rust or (b the Liquidation ru.stee r ·gn tio , dcatti, dissolution, remo al , r 

liquidation. 

ection 2.2 Po·w r . Except a herwi e pro ided in this Liquid Lion Trust 

greemen the Ian or th onfirmation Order, the Liquidation cu te ma conlrol and rci 

authority over the Liquidati n J'rust et , o er th c.qui ition, man em nt, and di position 

thereof and ov r the management and condu l of the aflai of th Li uid11tion rust. othlng in 

this Liquidation ·ru :t reement hall b d med to pr vco the Liquidation ruse from aking, 

or failing to take, n ction th l b eel upon the dvice f unsel or oth r proti sionals. it 

d tennin it i obligat d to take or fail Lo take} in the performance of any fiduciary or imilar 

duty , hich th Liquidati n Tru ee o ~- to the Beneficiaries or an other person or nti r. o 

pe on dealing with th Liquidation Tru hall be obli red to inquire into the iquid.ation 

rustee· authori in conriection with tbe acqui itio manag ment or di p ition of Liquidatio 

Trust ets; provide~ .._'......._ "'"'111,,1 '~'":r. th t the rnemb rs of th Liquid tion Tru t Committ ar entitled 

t make u h inquiri in connection with the c~ercis of their righ pursuant cction ". of this 

Liquidation rust greemenL Without limilin the fore •o'ng, and unless spee1fical1 limited, 

restricted, , ived, or released by the Plan the Confim1atio11 Ordei or o her pro ision of this 

Liquidation ru t greem nt, th Liquid tion Tru e h II b p I authothed to, with re. pect 

to the Liquidation Trust and the Liquidation Trust sscts and ma cause th iquidation Tru to: 

(a) E er l e all pmi er and authorlcy that ma be or could hav been c rc1 cd, 

commence all proceedings that may be or could ha e been oommenced, and take all actions that 

may be or could have een ta en 'th r pect to th iquidati Tru t A et! by an officer 

4 aJ1 

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direcv r, member. or o her part a ting in the nam of th Debtors or their Estat with lik ff cct 

as if duly authorized, excrci sed, nd taken by ti on of such office , directors mem bees, or oth r 

pany. 

b) Open and maintain bank accounts on behalf of or in the name of th 

Liquidation Trust, calcuJat n m ke Di tribution , and take other al.1ion con istCJ1t\ ·th the Plan 

and the impl mentation die!" of includin th establi bment, re-evaluation, djustment, and 

maintenanc of ppr priate reserve!>, in the name of the LiQuid tion Trust, pro • ded that th 

iquidation rustee n not maintain the Liquid ti n Trust' re in egregated bank account 

and ma pool fund in th re. erves with ea h the and olher fund· of the Liquidation Trus , 

pro ided, h , that the Liquidation Trustee hall treat all 1.1ch reserved fun as bein h ld in 

• gr gated ac unt in its book and recordl 

(c Receive man :g • in est, upenri and p teer the Liquidation Tru t 

sc subjec to th limitations pro • ded he in and in the Plan. 

d) Hold leg l title to an and all Liquid tion Tru et and to any and all 

rights of th Debtor in o ari in oui of the Liquidation ru t 

ubject to the applicable pruvisi n of the Plan and thi Liquid tio Tru t 

Agre men(, collect and liquidate all Liquidation Tru t As ts pursuan to the Plan. 

(f) R v:i w. and where ppropriate and in consultation with th Liquidation 

Tru l ommittee, object to laims. and sup rvi and dmini ter tbe commencemen pro· lion 

settlement. compromi c, withdrawal, or re olurion of all Disputed laim 

(g) lnv tigate n use of ction and any objections to laim , and cause 

th Liquidation rus lo k authority for the amination of an Person pursuant to Federal Rule 

of 8 n ruptc Procedure 2004. 

(h) ubject to Article I of thi Liquidation Trust AYJ em nt commence, 

pro ecute, compromise, ettl withd w. andon, o re I all Ca1.1 of ction. 

(i) Hneccssaryorappropri t (l s kad terminationoft liabilityor refund 

ul'\d ction 505 f'th B k l od • (2 fil any and all t and infom1 tion returns .-cqui 

wit:h re pect to the Liquidation Tru t and Debton (t the extent required b the Plan); (3) ma e tax 

elections for and on behalf of the Liquidation Trust and Debtors (to th extent required b the 

Plan); (4) pa ta,ce if any. pa able for and on behalf of th Liquidati n Trust and Deb (to the 

C;tltcntrcquir d by th Plan)· and (5) file and prosecute claims for tax refunds to wbich the Debtors 

or the iquidatioo rust may be entitled 

G) Pa all la u1 . pcnse , d bt charg . tax . and liabili ti of th 

Liquidation rust and m e all pa ment relating to th iquidation Tru tA 

5 

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(k) Mak Distributions to th Beneficiari . a11d to creditor of th iquidation 

Trus as pro ided for, or contemplated by. th Plan. the Confirm tion Order. and thi Liquidation 

Trust grecment 

(I Withhold f rorn the arnOWll di tributabl to any person or nti ty uch mount 

a ma be sufficient to pay any tax or olhe charge which the iquidation Trustee has determined 

b d upon the advi of it agents and/or profe ional , ma b requi ed to b \.vithhcld therefrom 

under the income law of the United t te orofan sta rpolitical subdivi ion thereof 

m) nt r into an ag.reemem or e ecute n document or in ·trument required 

by or con I tent y,,jth the Pl n, the onfirma.tion Order, or thi. iquidation Tru greernent and 

perform all obligation thereunder. 

(n) lf an , of the T ,iquidation Tru t are itu.ated in any tate or h r 

jurisdiction in which the Liquidation Trustee i not qu lifted to act as tmst nominate and appoint 

a pecson, in consultation with the iquidation Trust Committe duJ quaJifi d to acl as trustee in 

uch tal or jurisdiction and require from each uch l.rU Lee uch se uri as may b de ignated b 

the Liquidation Trust in i discretion; confeT upon h tru tee all the right pow rs. priV1lege , 

and dud of the Liquidation Trustee hereunder, subject to the conditi n and limitations of thi 

Liquidati n Trust Agrccm nt, cept a modified r limited by the Liquidation Tru tee and exoept 

where the conditions and limitation ma be modified b the law of such state or oth j ri iction 

(in \\<fuch cas the laws of th st t or other juri diction in hich such trust i tin hall prevail 

to the ext t n ry): require uch lrU!.tee to be answerabl to th iquidation rustee for all 

monie as et and other property that may b r v in connection • th the ad mini trati on of aJ 1 

pr peny; and, in consultation with the iquid tion ru t ommittee, remo e uch tru with or 

without cause, and appoint a ucce tru ti at an time b • th cution the Liquidation 

Trustee of written ins rum L de 1 ch trustee remo ed from offi nd pecifying rbe 

ff ecti e date and time of removal 

o ubject to ection .6 of thi Liquid tion rust greement, purchase and 

cany all insurance policie and pa all insuran premium and co t it deem reasonabl 

nece ary or advisable. 

(p) Impl mcnt enforce, o di h rge all of the term conditions, and all oth r 

pro 1 1 n of. nd all dull and obli tion und r, the IM, the onfirmation Order. And thi 

Liquida1jon Trust greement. 

q) mplo ' and compen ate attome . financial ad i ors, and other 

prot ional to il$si in their duties on such erms (including on a conting ncy or hourt b • ) 

they deem reasonable and appropriate without Bankruptcy Court approval Repre ntatio11 of th 

Liquidation Trustee and by such profe sfonal hall not be deemed to be a conflict ofintcr t, make 

such profes ionals ha e an inter t ad ere to the tat or the Oebto or otherwi e not be 

di~i nterested 

(r nd rtak all admini ativ fun tion • r maining in th ubch pt r 

Cases. includi a the ul tim te closing of th ubchapt er ~ es 

6 

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( ) ndertake all admioi ti function of the PM Manag m nt Liquidation 

Tru t. including overseeing the winding d wn and t nnination of the PM n gement Liquidation 

Trust. 

(t Jnvei."t in demand nd tim deposits in bank or ving instituti n , 

temporary investment u h as shon term rtificatcs of deposit o Tr asury bills or other 

investments that a " iquidation Tru t within the meaning of roaswy Regul don cction 

01.770 l-4(d) m b pennined to hold, pursuant to th Trea ury Regulation or any modification 

in th Internal Revenue ervice (" ; guideline beth r et forth in IR ruling , revenue 

procedures,, oth JR pronouncemen • or oth n • se. 

(u) 

e tcnt their senri 

Hire~ nn r cmplo ee oflh Dcbto and thei n n-Debtor affiliate to th 

r nccdcxl to as i l in th • wind dO\vn f th • c tates. 

v bandon or don tc to a not~for-profit corporation, un pplicable federal 

and state la any Liqujdation Trust ss t tJ1at the Liquidation Trust , in consultation ith the 

Liquidati n Trust Committ~ dctcrrnin to be too impractical t di ribute to Beneticiari or of 

in nsequcntial aJue 10 the Liquidation Trus and Beneficiaries. 

(w) Cau th Liquidation Trust to end nnu ll to known Ben fi iaries, in 

accord nee with the tax laws, a separ t statement tating a Benefi ia,y's interest in th 

Liquidation Trust and its share of the Llquid tion Trust's income, g in, los . deduction, o c..Tedjt1 

and to instn1ct all ·uch Beneficiaries tor, port uch items on their federal tax return . 

( ) Take aJl o her actions consistent with the provision o th Plan, the 

onfinnation Order and thi. Liquidation rust Agreement that the Liquidation Trust d ems 

reasonabl nece sary or desirable to admini ter the Liquidation Trust. 

ection 2. Safekeeping and Investment of Tru t As ets. 11 moni s and other as ets 

rec i d by th Liquidation Tru tee sh ll. until distribut d or paid o er a pro id d herein and in 

the Plan be held in tru t for th benefit oftheBeneficiarie , but need noc b egregated in separate 

accounts from mher Liquidation Trust Assets, unle.~s and LO the ten& require(! by I worth Pan 

or this Liquidation Tru greement Th Liqujdation Truste shall no be under any obligation to 

inv ·t Liquidation Trust sets. 'ei h r th iquidation Trust nor the Liquidation Trustee . hall 

ha an liabili ~ r intei t producing income on any monies reoci ed by them and held for 

Di tri bution or pa mcnt to th Beneficiaries,, cept ch interest haJ l actual! b ec • ved by 

the iquidation rust or Liquidation Trust whi h hall be di$tributed provided in the Plan. 

1 h pnw . of th Liquidation Trust to in t any moni held by the Liquidation Trust, other 

than th e pow re onahl n sary Lo maintain the value of the Liquidation Trust ssets and 

to further the Liquidation rust's liquidating purpo , shall b limited to power to ·n t in 

demand and time dep its, uch short-term cerciffoate o d po 't in b nk or oth r in 

institution . or other tempo liquid inv tmcn such a tr a~ury bills· provided. howeYer, that 

e ~ pc of permissible investments shall be limited o include onl tho. e in estments that 

Liqujd tion Tru t, within the meanin • of rea!illry Rcgulali n sc tion O I.770 1-4 d), m y b 

permitted to hold por nt to th 'fr ury It guJ tion . or n modifi ation of th IRS guidclin , 

7 

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.vhether set orth in [R rulings Ut p onounccm nl or oth rwi . ohvithstanding the 

foregoing the Liqujdation • ru tee hall not b prohibited from nga 'ng in any trad or bu ine 

on its own account, pro id d that uch cdvit d n t interfer r c nfli with th Liquid tion 

rustee' admini trad n ofth Liquidati n Tru l 

ection 2.4 • nal •. 

(a) The Liquidati n Tru t e h 11 entitled to receive reasonable 

compen ation f; r th perfo • uli af\ the tivc D t as et forth on hihi1 

plu the r • mburs.ement of re onabl ut- f-pocket pense incurred in th perfi nn n of th 

Liquidati n Trustee duti •. ny ucce or to the Liquidati n Tru t hall al ·o be enti led to 

rca.s nabl 0 comp n ti n in onnc lion with th performanc of chei r dutie whi h mpen ation 

diffi 11 nt from the tenn pro 'dcd h r ·n and shall be appro 1ed by th Liquidation Trust 

mmittcc plus the reimbur ment of reasonable oot-of-pock l penscs incuff d in the 

p rfonnance of the dulie of th succe or Liq i dati n Tru t 

(b) F. ch of the Liquid ti n Tru tee's agents and pro iortids (unless an such 

agents or profe i n Is the Liquidation Tru te and the Liquidation Trust Committee agree to 

different treatment seeking compeo tion or reimbur ement shall serve a statement on the 

Li uidati.on rustee and the Liquidation Tru t om.mitt . The Liquidation Trust and the 

Liquidation Trust ommitte will h ten l 0) day from th date such statement i re i ed to 

review th atement and obj ct to such statement b ·n an obj ction n the party see ing 

compen ati n etting forth the preci e nature of the objecti n and th amount at i ue. t t 

c pira.tion f the tefl (10 da period. and without further order ofth Bankruptcy ourt (e cept 

provided herein orin the.Plan , the Li uidation Trustee hall pa from the Liquidation Tru t rs, 

or th~ proceeds or incom th reof but only after paymcn in C h and in full of aJI lo eel 

dministrati e E pen c: Claims (including Proi ional Fee laim ) Priority ax laim , Priority 

nsecured l im and ecuroo !aims, I 00% of th amoun requested, ex pt for the portion of 

uch fees and e p ns to which an objection ha b en made or to thee tent an Holder of ch 

laim agree to eparate treatment h parties hall attempt to consen uall r olvc obj ction if 

an . t any statement If th parties are W'labl to reach a con.sen u l r ohrtion of any such 

1ection, th party who r • ed an objection to it fi and a-penses may k p yment of such 

ee and expenses b., filing a motion with and obtaining an ord r from the Bankruptcy urt and 

providin n ticc to the Liquidation Tru t nd the Liquidation Tru. t Commit&! . If any agent or 

profe ional fail to bmit a statement, it shall b ineligible to recei e paym t of fees and 

e pen therefore as provid d in this Liquidation rrust greement until the tatem t is 

ubmitted. 

tion 2. !....!.!===I.J.ll.lltl.llj,-:.JotMJIUU"-U f. in the Liquidation ru tee' le 

judgment, any Liquid t' on Tru L old or distrib ted in comrneroi LI r 

m nncr or the Liquidation Tru tee b iev in good faith that such prop ha incon equ nti I 

value to the iquidalion Tru ·tori Beneficiaries o i insuffici nt to render a further Distrib tion 

practi able th Liquidation ruste shall ha the right t u e th • Liquidation Trust to abandon 

otherwise dispose of uch property, includina by don tion of uch r mainjng funds to a 

chatitable in titution qualified as a not-for-profic rp ration, und r :pplicabl ii deral and state 

laws without furth r from the Bankruptcy ourt. 

8 !fi 

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ection 2 6 R m • m . As of th • IXti e Dat the 

Liquidation Tru tee hall become re pan ibl for admini. terin and paying Di tribution to 

Ben liciarie. of the Liquidation Trust in accordanc with the Plan. The Liquidation Trust hall 

have the right to object to the allowance of an Claim on an groun and shall be titled to assert 

all def en· · of the Debtor and their Estates. he Liquidation Tru tee shall also be entitled to as en 

all of the ·sta • rights under, without limitation, tion 58 of th Bankrup Code. The 

Liquidation nil>tee mu al o e estimation of an Di puted Claim under and ubj t to ection 

02( ) of th E n rup 

ection 2.7 o Implied Obljgatiogs o implied covenants or obligation hall be read 

into this Liqujd tion Tru • greement against the Liquidation Tru ee. 

tion 2.8 .a.!:!iU.WIIUl~Ulii,........~d..l.Z~~L!ll..~~:...!.5r. The Li • • 

dmini a re erve 'l_Ad~mliinruiLm:MU~~~~.D.ll!.fil 

R shall neces Trust 

u l n nd • idation Tru .t greemenl on account of 

ti Ex m inwrred or accruing as ti ccordance \\~th 

th quirements of I 29(a)(9)(A) of the B 1 • • ti Expe.n 

C Re re h 11 include timated rofes ional ·c a all be provided 

to the Liquidation rustee by each Profi s ion I on l e Date n thereafter. Th 

liquidation Tru. tee !>hall be authori2.ed to ma.Ice Distributions from ative pen. 

laim Reserve in satisfaction of such Allowed I aims in accordance with thi quidation Trust 

greemet1t, the Pla.n, a11d che ontirmation Order-. 

lion 2. !.J:J.~~llot.Sl!.u..~tw..z~· iquidation Tru r a r erve 

for Priority T • the .!.....!.!:~~~.!..!.....!..:~11...Ut, ) that h ll 

con ist tom k 1an and the 

liquidat ell Allowed and non ·m and 

Priority Dat in accord nee wi ecti n 11 9) of the 

Bankru . 1qu1 n ru ee shall be authorized to make Distributions from th 

Priori Claim Reserve in satisfaction of sucb Allowed Claims in 1:1coordance with this iquidat.i 

Tiust greement, the Plan, and the Connm1ation Order. 

ection 2.10 ......,,._,"'°""----><~ ........ ~-1..L><• 'he mini er a 

r erve for Di puted erieral nsecured laim (the '!lt~~LJ.i!..il.~l.WJ;[W~~a:") that shall 

con i.:t of a h nee ry for th Liq idati n Tru tee tom Di tributi n under the Plan and the 

iquidation Trust Agreement on account of all Disputed General Unsecurod Claims that have ot 

been Ito ed a ofth date for an Di tribution on account of such 'laim und the Plan if such 

Disputed General nsecured !aim were to be me Allo cd General Un ured laim . lie 

Disputed GUC Claims Reserve is a separate and distinct reserve. he Liquidation rustee shall oe 

authorized to ma e Di tributfon rom th Di.sputed GU Claims Re rv in sati ·fa"'tioo of such 

AJlowed General nsecured la.ims in ace rdance itb tru Liquidati. Tru t Agrocm t, th 

Plan, and the onfirmation rder 

9 

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oction 11 .LUWIWIWll.JL Wl....btJbID!!.Q.!ll!QlLl!ll!.:~-- 1'h Liquidation ru t ma 

r i at an , Lim up tb Bankruptcy ourt and served 

upon the Liquidation • n fflall only b com effective 

up n the appointment ,.,\A.i,.>i>VI ·on Tru t t . Am uority of the 

iquidation o 1qu1 on ru fi cause, upon prior written 

notice to the ati iquidati n Truste may remo ed b the Bankrupt 

Coun upon d after noti and a h • hich motion m brought b an creditor 

with an Jlo laim or other right of payment und the Plan. In ent of the resiSJJation or 

remo aJ d i • f th Liquidation Tru. t • • • Tru hall 

d • gnate another Pe ntity to e a Liquida • th re cc or 

l.iquidatio ny further act or n ed fo Ban shaJI 

l> om of th rights, power , d , tion of the predece o , 

......... ~·- · wni~:r. the t,iquidation Tru hall be deemed remo ed o e 

c and no succe hall be design • n 

Trustee n a I b titt d to n pa om t 

])OT1 th • th ssor Liquidation T Yith fi 

fi ve ·ted with all of the right . powers, dutie and obligati t 

ded in ction 2.4{a . nd 11 re ponsibilitie Liquidatio tee 

ng to the Liquidation hall b terminated The V of this Liquidati 

Trust Agreement hall urvive the re ignation or moval of any Liquidation Tru t . 

• ti o 2.12 Liquidation TnJst Contjnuance. The de th, dissolution, liquid lion 

re ignation. or r-em I of the Liqujclati0t1 Tf\l ·t c haJI not terminate the Liquidation Tru t or 

rev e any e isting a enc , created b the iquidation Trustee pu uant to thi Liquidation Trust 

Agre m nt or invalidate an tion theretofore taken th iquidation Trustee. and the 

pro i fon of this Liquidation Tru t Agreement haJI b binding upon and inure t th b n t of 

th uccessor Liquidat.io Tru tee and all itc. ucce ors r assigns. 

ti n 2. J 3 Liquidation Trustee's Potential Conflicts of In ere 

Tru tee hall dis.close to e iquidanon rru t ommitt an conflict f inter ~ that the 

iquidation ·1 rustee h with D pect to an matt r arising during th admini tration of the 

Liquidation Tnl t. In the event that th· Liquidation Trustee cannot take any action, including 

without 1 i mit tion the pro ecuti on of any u of cti on or the Obj • on to any I aim, by reru n 

of an ctual or potential conflict of inter 1h iquidation Trust ommitte acting b unanimity 

hall b authorii.ed to take an such action(s in the Liquid tion Trustees place an ·t d, 

in ludi11g " 'thout limitati the r ention of profe ionals (~ hich m in lud profe si aJ 

ctaincd by the Liquidati n Trustee) for the purp c of taking such action 

RTICLE rn 

ARTICL m IQ IDATIO TRU 0 

cction Li uid • n T • ·------ . On the ffe.cti e Date, the named mcmb rs 

of the Liquidati Tru • ommittee. as set forth in thi Liquid tion Tru Agreement and the Pl an, 

shall immediat , and without further need f. doc eotation or Bankrupt Court appro al, b 

d 1ed cl 1hc Liquidation ru ommilt , and in no ent haJI the iquidation Tru l 

n • l of mo than thre memb . Th i uidation Trust omminee hall be 

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di solved on the date the ubchapter Case are closed The Liquidation Trust ommittee hall 

pprove retention and fees of th Liquidation Tru t' professional() appro the Liqujdatio:11 

lrustee's r ntion and comp nation to be paid to any form r employee ofth Debtors and th r 

non-Debtor affiliate , appro e the initi tion of an au e of ction nd the ttlement or other 

di po ition thereof, con ult with th Liquidati n Tru tee in conne tfon with the administration of 

the Liquid tion Trust, make recommendation LO the Liquidati n Trustee regard.in the 

admini ttation of th Li uidation lru and submit qu ions to th Liquid tio.n Trusti c 

concerning dmini arion of th Debtors' state and the Liquidation Trust. To the e ·tent an 

member of the Liquidati n rust Committee is unwilling or una ailabl to initially serve on lhe 

Liquidation Trust ommilt , no longer se rhe Liquidation Tru. t Committee due to 

ignation, death, djsability or removal from the iquidation Tru t C001mittee, or oth rn • se seek ' 

o requir additional memb (provided that the number of memb rs hall not ex d three). any 

Holder of a las.s 3 laim und r the Plan ma , erv with th appro a1 of tho remainin Liquidation 

Trust Committee members as applicable lf the remaining member of the Liquid tion Trust 

ommittee ar unable to agree on th new mem er, the Li quj d tion Tru. tee may l ct an 1 lol der 

of a. lass cl im to fill the op n position If no members rem :in on the Liquid tion Tru.t 

C mmitte due to resignation. d th, disabili , or remo al fr m the Liquidation Tru t ommitt 

any Hold r of I 3 claim under the Pl n may erve with th ppro al of the Liquida1fon 

Trustee. 

·ection 3.2 ovemance of the Liquidation Trust Committee. he Liquidation Tru t 

mmitte hall elect chairper n (th "YJ.IWJ;ismwn") f, rn amongst its members. Th 

h irpe on, in consultation -.vith the Liquidation Trust , shall provide notice of th ume and 

pl ce f each meeting of the iquidation Trust mmittee to each membe onabl in ad ancc 

con idering the circum tanc , of such meeting. Pro ided reasonable notice i gi ea the pre ence 

of two members in person or via telephone hall constitute a quorum for th uansa tion ofbu ine 

at an Liquidatioo Tru t mmilt meetin . Action of th Liquid ti n Tru.c;t ommittee h 11 b 

authorized by at le two membe pr en! in p rson or b t tcphone if there is a quorum. 

Liquidation ru ommitt memb rs ma be remo ed or replaced for cau b order of the 

Bankruptcy Court unle • it i du t death or di abili OnJ th Li uidation Tru tee may k 

r mo al of a member of the iquidation rust Committ for cau ·with the Bankruptc Court. 

• he number of membc of th Liquidation Tru t ommittee may oot be reduced to few than 

three member hould th Uquida.tion Tru t ommittee ha e le, than three mem 

hall i pt hat in th nt that I . than three members of the lqu1dation Tru ommiuee 

remain the iquidatioo Tru t omm1ttee m m for the sole purpose of appointing addition I 

membe pur I.WI to ection 1 herein, hould no members o th Llqu1dati ·1 ru ommittee 

remai n 'th the Liquidation Trust Committee formall resolving, the Li ujd tion Tru ee may 

app<>int OC\ mcm b s to th Liquidation T ru om min pur ant to ection 3 .1. 

ection 3.3 R~ to Ugujd tion Trust Committee. otwithstandJng any other 

pro ision of thi Liquidation Trust Agreement. the Liquidation Trustee shall report to th 

iquidation Trust Comm·ttee on a re ,uJar basi • not le • than two (2 tim per ear. he 

Liquidation Trust ommittee shall keep all such IJl ormation stnctl onfidennal, cept o the 

extent the Liquidation rust Committee deems it reasonably necessary to di close such information 

to the Bankrupt 'ourt (in hich ca . good f: ilh (fort hall b mad to tile uch information 

under sc l . 

11 

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tion J.4 • • Approval of tbe Li • • Trust Committee. Tbe 

Liquidation Trust I from the Liquidation ommi.ttee prior to taking 

ny tion regarding matt 

(a) Initiation of n a.use of ion r the ttl ment or other disposition 

ther 

(b) Retention and emplo ment of an professional hired b th Liquidation 

Tru!.tee r the pan. i n of ervic b an profi ional hired b lhe Liquidation Trustee; 

c) A ppr val of fi of any profe ional hir d by the Liquidation Tru e • 

(d) 

iquidatjon Trust 

The • aJe transfi r as~ignrneot, or other di position of an non-Cash 

• ets ha in a aluation in exce 'of$100,000; 

) The abandonment of any non- u h Liquidati n Tru t et having a 

aluation in excess of 50,000; 

(f) TI1e borrowin b the Liquidati ,o Tru ·t or plc:dgc of any 

ponion f th Liquidation Tru t 

(g) An matter which could rea onabl be expecte to ha ea material ad erse 

effect on the amount of Distributions to be made by the Liquidation Trust in e ce s of $100.000. 

tion 3.S onsuhatjon wi Liquidation e. The 

Liquidation Tru tee h Liquidation T mittee pri acrion 

regarding an of the following matters: 

(a The sale, tran fer, a ignment-. other di position of an non.Cash 

Liquidation Affl: having a aluati on I than S 100, ooo· 

(b) 

gJ"Ccmcnt that e pr 

applicable pro • sion 

for th rci of an 

The ercis of any right or action $et forth in thi Liquidati n Trust 

I , requi con ltation with the Liquidation Tru t ommitte uni the 

pr . l-ly require<, un nim appr al r lh Liquid tion Tru t ommittee 

such right or ct-i n; or 

c All inv ·tments authorized to be made by the Liquidation Tru ·tee underthi 

Liquidation Tru tAgreement 

o ithstanding th ti rcgoing, th iq 1idatioo Trust may taJce an action d m d neN><icsuv foc 

the benefit of th Beneficiarie. the Liquiclati n Trust, or the Debto . • tat with , rn ultation 

with the iquidation rut ommittee if 'uch action require promp con idcration that will not 

allov the Liquidation rustee, in the Liquidation Tm tee' re nab! judgment, to con It with 

th Liquidation Trust Committee l>efor u h action take place. provided, Q.m~IJ., that the 

Liquidati n Tni11tee shall inform tho iquid.ation Tru. t Committ o any a 

12 

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con ltation promptly ft the fact "'~th a rta on ble planation as t wb such action wa t 

without consult • on 

. tion 3.6 L.u;u.ru'1Bti.QO...Ilml.1J2Dllmtl«:.U~~w_s.;_g;1111Jim...Q!...!!!!~~ o member 

of the Liquidation Tru tw n the 

uncontr ed Liquid.nti 1 a concerning (i) the 

allow of a laim ert d by that conflicted member of iquidation T mminee or 

1i) any laim assert, • L t1 at nflicted mcrnb r of the id tion Trust ittee and 

ch conflicted m m I be e cused fr m th meetin hen any u h ultation or 

discussion is h ld 

of 

o lhe I iquid ti • 

reVlew. 

PRO 

RTJCl, TV 

TIO AND RE OLUTIO OF 

of the Plan 

OF CTIO 

it and after the Effective Date, . 

e c ts of the Debtors' tat to p ettl e, or abandon any and 

all Causes of Action as repre ntati e of the Debto tcs pW'suant to ·c:ction 

112J(bX oftheDankrup . 

eclion 4.2 oth.ing herein shall p elude th iquid tion ·ru. tee from seeking 

Bankrupt ourt appro al of an settlem nt or com pr mise of any u e! o tion or Disputed 

laim, nor hall an provision hereof be construed as limitin, the juri ru ction of the Bank pccy 

curt to hear and determine any such request for r Ii f. 

Tl' V 

LIABILIT OF LIQUJDATIO 'TR 'J E 

A ·o THE LIQ LDATIO TR ST CO 1MITl.E~ 

Section 5.1 S ei er the Liquida.tio Tru tee the 

member or tb.r Liquid . • diredor o b iate 

rm plo r, p sui~eu t, or ad lh 

ru t, • • • lrLUtee, or any m • t 

'1.i.l.£.lllll&l.1£1lL&:.il,fj;X, n an • 

liable fo I Ii bili n 

j udgmen II tiu i 

administ in to or o and 

e intlu e fi burse.ments ( erre . . o herein as 

Lo whtth r or ot 'n conn Lit in ~· i an ulpat~d P 

par enforcing thi. Liquid 11 t ment (including thu e cuJpation 

13 

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pl'"O i ions), a nd hen imposed on n ' tulp d P rty, incurred, caused by, r lating to,. 

b ed upon or ari in out of (d r ti or indirec ) the Liqulda 011 Trustee's or Liquidation 

Tru t (:ommittee e ee11tion. delivery and acceptance of or t e pe.rforman e or 

form n e i p we duti o.d oblig • nd th' 'quicbtion 1i-ust 

t, the Plan, or the onfirmation Ord or ame by rtason of an action 

ion or error of an Exculpa ...._ ................. , r. hat the r or; oi:ng lim itatioo 

ot pply to a y Lo r o court of competent j urisdlctl n 

ubject to fort er app Io -"••- ha rimarit and direetly fro th 

frau~ g:ro • ce, or wiUfi u t of ted P rt . E ery act taken or 

om ilted po ercl d or obligation u Li • • T 

culpat d ur an to th p • ion of thi Liq ' i g,re 

held to be t omitted, e:1 rci a mmed on 

ru te or an culpated Party a or and on behalf of t id ot 

ot erwise: wovide r: that n e t • e are deemed to 

be re! pon. ihle for er uch or ina xcept 

provided in the nr o or the ten e, n firm. 

orporation or oth contracting o e in ion hip 

wit the 'quidation Tru t or any culpated Pa to the 

LiqoidAtion T ' liabilities or liga • • • g in 

connection th d hip , a d t datlo d the 

pated P rt herefort. Jn no event hall n pated 

bt r bit n id or c ue tiaJ d m or lo s 

ding b t t If the Ip led P rt db 

infonntd o u es and regar of the form of action. 

E tept provided in the frr t p he frrs enteJ1c of thi i any Ii bility of 

th iquida dtr iquidation TrUJt Agretment wiU he limi ed to e 

amo11Dt of• rs pa'd to the Uquidatio Tru t ·t • • foregoing, t e 

an of uidation Trust Committee and th Li id a tion T h II b e till d 

to e l'mi tion of r bility and exculpati pro i ion rth i t Plan 

• 

ecrion 5. Jndemnificatioo. 

( ) he Liquidation Tru t , the members of the Liquidation Tru. l ommitt , 

and any dir tor, officer member, affiliate, wn r, paren ad ·sor: emplo , employ I'. 

profi aonal, u • • • r, a· ign, agent or repr nr.ative fthe L1qu1da11on ru t, the Liqujdation 

ru tee, the members of the Liquidati n Tru t Committee each an "Indemnified Pany' and 

Uectivcly, th Indemnified Parties ) hall b defended, held harmle . d indemnified from 

time to time by the Liquidation Trust against any and all Loss s. includi n without limitation th 

costs for counsel or others in in ~ti ting, pr paring, defend.in , o ettling action or claim, 

\ hether or not in conne tio with litigation in" h.i h an Indemnified Party i a party, or en orcing 

this Liquidarioo Tru • greement (incl ding the indemnity provi ion , and whe imposed on 

the lndemnificd Party, incurred, u by, relating to bas up n or arising out of ( dire tJ or 

indirectl ) the Liquidati Tru te or Liquidation Tru t ommitt s execution delivery and 

ace tanc of the performan or n nperformance of i pow r , dutie . and obligation under 

thi Liquidation Tru. t greement the Plan, or th onfinnation rder or may arise b reason 

...... 

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of an action, omi ion, or error of an Indemnified Party· provided. Jm~~. uch indemni ell 

not apply to an such Losses to th extent it i found in a final judgm n~ by ~ court or competent 

juri diction (no subject to further appeal or r vi \ ) to have re ult d pnmanly and direct! from 

th fi ud, gros. neglig nc or \l ·11ful mi ooduct of u h Indemnified Party. 'atisfacti n of an 

obligation of the I • qujdation Tru t ari • ng pursuant to th erms of trus e tion shall be pay ble 

onl f: om th 1,iquidation Tn.i t , haJl b advanced prior to the conclu •• on f such matt 

and ch right to payment shall b prior and uperior to n oth ·r rights of B n ficiari to rec • 

a Di tribution of the Liquidation Tro. t (other than to tb prior pa m nt in ash and 11 

llow d dminj ti e xp n e Claim {1ncluding Pro~ ional Fe 'laim.s) Pri rity Tax 

'!aims Priori Un ured laim • nd. cured la.ims). 

(b The Liquidation Trust ·hall promptly pay to th Pany the 

exp(';n set. forth in bparagrnph abo c upon submi i n of inv • ccs ther ore 

basis. E ch indemnified Party h by undcrtak . and the iquidation ruse hefi accepts it 

und rtaking, t repa an nd all uch amoun so paid the Liquid tion Tru t ifit shall ultimate! 

be d t rmined that ch lnde:mrufied Party is no ent1tled to be indemnified i.herefor under thi 

Liquidation Tru t greement. 

lion 5.3 ability for Acts o uidati 

th ppointmen of a u or Liquidation T Liquid 

lo the sue Liquidation Tru h prcdccc~s(:>r 1qu1 and an 

affiliate, ernplo emplo er, p ionaJ, a represe11tati e of the prede or Liquidation 

Trustc,e ·haJI have no further liability or re ponsibilit \ ich respc I ther or 

Liquidation Trwit hall ha no duly to examine or inquire i11to the acts or omissi It 

immediate or fi red sor and no c r Liquid stcc shall b • way liable 

for th o ns y predecessor idation Tru unless a su or Liquidation 

Trust I e h respori "bilit pred idati T shall la e no 

liability for the r o ns of any immod.iate or ub t ucc or Liquidation rust 

for any event rrence • ·ubsequent o don of its role iquidation Tru ee, 

D 

L 

p o ided in this 

Liquidation Tru tc • the member of the iquidati n Tru t 

ommittee, an dir o, officer, mernb affiliate, owner, paren d isor empt , employer. 

profe ional, agent. or repr ntati e of th Liquidation Trust or th members of the 1.iqujdation 

Tru • Com, iu.ee ma rel and ·haJI be protect d from liabili for act1og or faihng to a upon 

any resolution. certificat tatement, in.strum n opinion, report notice request, con en order, 

or other paper or document reasonably bcl icved by the Liquidation Trustee and/or mcmbe of th 

iquidati n Trust ommitt to b genuine and to ha¥ b en pre ented by an authorized party 

either th Liquid tion lrustee nor th Liquidation Trust Comrnittc hall be liabl for action 

taken or omitted or suffered b the Liqujdation Trustee or the Liquidation Trust ommittee, 

applicable in rca n ble reliance upon th dvice o counsel or oth r pr fi ionals engag i by th 

iquidation Truste or the Liquidati n 1rust Committc , applicable in a ordance with this 

Liquid tion Tru t. greement. The Liquidatio Tru tee and the mrunbers of the Liquidation Trust 

mmittoo, as applicable. shall be fully indemnified b the Liquidation ru t for or in r pect of 

ari action t 'en. uffered or omitted by it and in accordance with uch ad ice or opinion. 

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ecrion 5. .),.J,LJIJ..!..!L~~,IA.W:uuu • of int f the Liq iditi n ru ill be 

dd by t iqu et forth e in Articl Ill. If oo Liquida6on 

Tru mmil s rvin o rum quid ti n Trustee ~ • int 

di int ed o n to handle an ma the Liqui • has identi met 

o in or the B nkru om\ on moti n of a pa in , ennm one n the 

event • quidation ru unwilling unable to appoi n stcd p r n to hand! n 

u h matter rhe Bankrup urt, on n tice and hearing, m o. 

tio -==·• The Liquid tion Truste , in consultation with the Liquid ti n 

rust Cammi ma ase, u ing the Liquidation Tru ts nd carry all i ce 

policie and all i e premium · and th iquidation T rea a.bl 

necessary or i • luding, ithout limitation, p rcha in any o ion 

in u 't , Lo it , inru • ·ng out o or du to i o ons, 

or con f omi ion , o n a a r u.Jt u • 

with t enta.tion and dministration of a 

re ment. To the e ,iquidation truS1 seek to e 

r I ted to any action taken wit ec:t to the retained C h 

polic i in oked due to the T set forth in the Plan, th • dati n Trust, throu •h h use 

of th liquidation Trust As ct ay any deductible rclat ch polici . 

~u.a!!.la.!,!.t;i:..J.!;tL.,W-.......,w.u..L...la<l~~~~U,1,(#.il- Th iq uicl.ati on rust nd 

membe of the ui n err rof judgme,t made in 

good faith, uni it ent of a court of competent 

jurisdiction (not ubject t further appeal or r • ) tb l the Liquidation lru or member of th 

Liquidation Tru t ommict negligent in a.· ertainin th pertinent fi ct . 

ec:tion 5.8 Suryjya] Th pro i fons of thj~ Artid hall . urvi e the terminal1 n of 

thi Liquidation Trust greement and the dea~ ignation, remo al liquidation, di lution. or 

replacement ofth Liquidation Tru te rthe dis olution of the Liquidation Tm.st Cornmitte , 

GE ~ERALP 

AD ti I TRATIO 

RNf G 

TION TRU T 

ecti n 6. J A=llr1YJ.li.lAl.i~J.JU.Wl..lll~~- Th l.1qu1dati n 1 ru ee shall tabli h th 

iqu.id don ru t R T ·hall ha e the authority to r tain and 

upplcmcnt the iqu pro id d in cction 9.2. 

Se tion 6.2 =~'3<.Wo!!..J,'111,U~lt.l,,li,l,,l.u&.1 Llquidat-io tee hall maintain at all tim 

a regi ounts of •ed I i m , and the ratabl 

interests in the Liquida on Tru t of th (th • • , The initial laim 

R ·ster hall be deli ered to th Liquid by the b n the Ii 

of hold rs of laims maintained by Om • ons (' E Date. The 

Liquidation Trus cc ma retain Ornnj o.- anothc.- claims t nd m • nt • n u h Ii 

throughout the admini tmti n of the iquidati ru t and th !aims required to b 

16 

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admini t ed b lh iq1rid lion rut and uch list may e,ve as the Claim. R.! 'st , 11 

reference i11 this Liquidation fru reemenl to holders f b n ficiaJ inter t in th Liquid tion 

Tru t hall be read to mean hold of record a t forth in lhe laim Regjst r maintained by the 

Liquidation ru ·t and shall e ·elude an beneficial wner nol recorded on such laim, Regi ter 

he Liqujdation Trustee hall cau e the laim Register to b ept at its office or at such oth 

place or places ma bed ignated by the Liqujdation ru tee from tim to rim . 

ction 6." Books and Records. 

) On th ffe ti Date and pur u nt lo the Plan nd/or nfirmation rder 

uth rizing uch trM ~ and ssi mmerit, th D tors shall n fer and jgn to the Liquidation 

Truste full title to, and the Liquid ti n Trust e ha.ll be authorized o tak po e sion of aJI of th 

b ks and r ds of the Debtors. h Liquidation Tn.i tee shall h ve I.he resp n ibility o 

phy icall takin poosession f (with th Debtors' rca nable co lion , st in and 

maint ining book and cord transferred hereund unt1I the ubchapter . are clo cd, after 

which tim such b-Ooks and record , ma to the tent not prohib ted b applicable 1 \! , be 

abandoned or destroyed without furth Bankruptc Court ord . Upon the Liquidation Trustee 1 

receipt of the Debtors' b and r~cord , the Liquidati n Trustee shall p vide written o ti to 

the D r thes-eof relieving the Debtors of any furth r re p nsibili . for the purpo o this 

e tion 6. bo . and record in lude computer g n ated or computer maintained books and 

record nd computer data, s ;\ell as el tr nicall generated or mruntain d boo sand r, <>td. or 

data, along\! "th b ks and re rd of the Debtors maintained b or in posse ·on of third parti 

and all of the claim and • hts of the Debto in and to their books and rec d • wh er located. 

quidatioo ru te also shall maintain in respect of the Liquidation 

ru and th ook and record relatin to th • • on Tru d any 

i ncorne r pr • · Ll,eref rom and the pa n 

umed b the id ru. tin su dcL ii nd fi ay 

to enable it tom d proper repons in resp t t pro 

Liquidation Tru ent, the Plan or the Con b 

applicable la\ ( securitie law), nothing int ent i intend d 

to require the Li rustee to file an a ntin urt with res 

to th ad.mini Liquidation Ti or a any payment 

Di tribution out uidation rust se The Liquid I itte h ll h ve l 

ri t to in pect th d record Liquid ti n Trus • e up n reasonabl notice 

to the iquidation . Beneficiari all have the nght 30 day • prior wrinei1 

notice dclivcr~d to the Liquidation T to in pect the L • rust's books and rec , 

including th laim Regi t , provided such Ben • ha (i) entered into a 

confidentiality agreem l in form and b tan reasonabl to th Li qui stee 

and (ii greed to pay all I oosts related to such insp tisfaction going 

condition notwithstanding, th iquidation Tru e an uidation it1 

d ·ne in ood faith that tbe inspection of the Liquidation o and f uding 

th m Regist r, b an B n :ficia.ry would b decrim ntal to the Liquidation Trust or b such 

Beneficiary is a defendant (or potential de endant in a pending pot ntiaJ) action brought b 

the Liquidatioo Tru t, including any laim objection, the Liquidation Tru t ma d n such request 

17 

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for in pection. The Bankruptcy ourt hall resolve an di put b-etw n any B ncfici and the 

Liquidation Tru t under this c tion 6. . 

he b ks and record b the Li uidati n Trust ma b 

di posed of by h iquidarion Trustee t the later o (i) me Liquidation Tru 1 

determi that the continu d po ession o ma.inten n~ f ch books and record is no I n r 

n cessary Ci the benefit f the Liquidation Tru tor its B n ficiarics or (ii) upon the termination 

and completion of th \.'.rinding do n of th Liquidation Tru t 

cion 6.4 ilin Liquid tion Tru t haJl, con~stent , ·th 

ction l.B of the Plan. file "'~th th uarterly rep rt regarding the liquidation 

r other admi • ·on of ucb reporu may, in the di creti fthe 

Liquidation be su d mbined with, n quarterly post-confirmation report 

r quired by of th ed TnL ee. 

uch 

Liquidation T 

A...U.W!...u.31!:!i<lQiWM...._.lil..~,&.w.~ua.:c...!....!.=~ The Liq • ion Trust r any 

·quj after terminanon of th 

tor , n, liquidation. • on. or rem of th Liquidation 

Trus rend r n accounting containin the foll win informati n· 

) description f' the Liquid tion Trust 

b summanz accounting in fficient d trul o all gain I • ipts 

di bu ment , and oth tr nsaction in connecti n with the J.iquidation ru t and th Liquidation 

Tru t ssets during th Liquidati n Tru ree' tenn of ervice includi th • r ourc and nature; 

( c parate enlri for all r • pts of principal nd income: 

d The ending bal nee of all Liquidati ri Trust Ass ts of th date of th 

accounting, includi g th h balance on hand nd the name and 1 cation( ) of the d r tory 

d positorics where the ash is kcp ; 

(e II known liahiliti of th iquid uon rus and 

( II pendin • ctions. 

cction 6 6 .LF.!.!.iluin~o~~W:W».L.\Jlli• The final accounting d cribed in ccti o 6 hall be 

filed with th Bankruptcy Coorl 

RTI LE VU 

BE FI T LI .RE T A mB EFT IA 

ti o7.J .........,==-u.Hl,,.61,Ll,JIC.Ullr,lt.w•; chholderofanAll laimshallb ntitlcd 

to receive beneficial int re in accordance with th trc tment of such Claim under the Plan and 

thjs Liquid tion Tru greement and shall be entided to D1 tibutions as et forth in the Plan. 

18 

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tion 7.2 Jnterest Beneficial Only Ownership of a l>en ficial intere t in the 

iq idation rust shall not cntitl any Beneficiary to an title in o to the iq idarlon Trust sets 

or to ny right to call for a partition or divi ion of the Liquidation rust s s or to require an 

accounting. 

ecti n 7. ==='-=:...==-.JI---- a beneficjaJ in erest in the 

Liquidation Tru t hill re • pt or in any othe onn 

or manner ,.vharsoever: of the Liquidation Trust by 

the Liquidation Trustee, hich ma be the Cla1 . 

• egistratiog. The parties intend that the rights of the 

ng under thi .iquidati greement shall not be 

und o of the pani h ct presents or warrants that such 

no I be entitled to exemption from registration und r applicable 

w . . I ifl , Li Lute urilie. the pa.rti h eto intend for th mption from 

provided b 1145 of the Bankruptcy ode and by other applicabl law to ppl 

to the' r i uance under the Plan. 

oction 7. Transfers of Beneficial interests Beneficial inti rest in the Liquidation 

Tru ~an b aontransfcrabl cxc pt upon death of the inter holder orb opcrati o flaw. b 

iquid tio Tru h II n have an obligation to recognize an tran of laim occurring an 

the Distribution Record Date. Only those holders of Cl aj ms of reoord stated on the transfer 1 edgers 

as f the clo e of business on th Di tribution R ord Date, to th t nt applicabl hall be 

entitled to be r g,,iT.ed for aJI purposes hercund r 

S tion 7.6 Absolut Owners. The Liquidation rustee may deem and treat che 

Benetidary refl led th owner of a beneficial interest on the Claim Register as the absolute 

owner thereof for the purpo of re eh· og Di ribution and p menu on account thereof for 

federal and tat income tax purpose and for all othe.- purpo . hatsoever In no eva1t hall the 

D btors b de ed to have n., own sl,jp inteteti1 in the Liquidation Tru t for fweral or state 

ection 7.7 Chgnse of Address. Beneficiary ma , afier the Effective D t.e, I ct n 

altem tive distribution addre. by filing a notice with the Bankrupt Court (copy crved on the 

Li uidat.i n Trust~) id ntifying uch alternati ve disuibu ·on ddre. Abs(!Jlt uch noti~. th 

Liquidation fru tee hall not r cogniz any such change of di Lribution addr uch notification 

shall b effoctiv only upon rec ipt by the Liquidation fi rust 

eclion 7, r_ The 

death1 di lution incapacit , or bankruptcy of a Benefi ia durin th tern, f lh iquid tion 

Trust hall not operat to tenninate the Liquidation Trust during the term of the Liquidation ru t 

nor hall it entitle the repre • ·ntati e or creditors of the deceru d, incapacituted, o bankrnpt 

Beneficiary to an a oun ·ng or to take an action in an un or I wh • c for th Distribution of 

the Liquidation ru t sets or for a partition thereof nor shall it othenvise affect the righ and 

obligations of the Beneficiary under tJlj Liquidation Trust greement or in the Liquidation Tru t. 

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ection 7 9 ==- pr as pro ided in • Liquidation Trust 

gre m n th Plan or the Confirmation ciary does not h tandin to direct th 

Liquidation to do or no to do any tut an cti n eeding in 

ui against any par upon o with rei. idatioo rust . 

te, the iquidati 

all ·m and 

e • th appro aJ 

T , i • n ru 11 th ective D 

to file all objections to laims ( for P n ch objections upon 

the holder of the affected laims. The Liquidation Trustee shall, for ood cau e. have the right to 

seek autl10ri from the Bankrupt ;y ourt to tend Lh d te ◄ filing and ervin tl1e objections 

10 the hold of uch laims. 

oction 8.2 Disputod Resmes. 

(a Th I iquid tion Trustee hall administer each of the laims R crv in 

accordanc with th term t forth in this Liquid tion Tru l gre t 

(b) The Liquidation Trustee shall mak Distribution from ch o th laim 

R rv nly t di t nt PT vid for th Plan and thi Liquidation Trust greement. 

(c Each Claims Reseive shall be closed and extinguished by the iquidation 

Trust wh n all Distributions and otherdisposilions of ash or other property r uired to be mad 

therefrom under the Plan and thi iquidation ru t greement ha e en made d ermin by 

th Liquidati ru tee po lo ·un, of I im Re:· ·rve all ash n o her property h din th t 

Claim Reserve ·hall r t in the iqtridation Trust as a part of th general Liquid tion Trust 

A 

d) E cept to the em pro id d in the Plan on th Efli ti Date Lhe 

Li uidati n Tru tee h 11 h no dut to fund an Claim Reserve. 

( ) ny prop rty or notic which a person i or becomes titled to receive 

puri.1.Jant to the Plan and th.is Liquidation Trust eemenl ma be Ii ered b •ular m ·1. 

postage prepaid, in an envelope dr d o th t per • n ddre li cd in the laim Rcgi tcr. 

Pro rty di tributed in accordance ·,h thi. s.ub ection she.II b d med d liv ed lo u h 

11 gardl o wh ther such propeny is actual! , rec.ei ed b ttuu pe n. otic gi en in a ordan 

with t h.is subsection hall be effective onl upon receipt. 

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ARTlCL IX 

D TRIB 0 . 

• on 9. J Di • I paym nt 

to be made b the iquid ce with the 

Pl n, th onfi tion Ord , ion Tru ·t 

ts ( or from the income and p 

Liquidation Tru t below), the laim ,.c,.•rvF><:, and other reserve • hed b 

th ·qujdation ly lO the t nt e Liquid lion Trust h 

• • lion T pr realized from the Liquidation T ) to 

ch p ith and to the e :tent pro\ · ded for in n. th 

Confirmation Ord , greem nt Before an • tri ution m 

idation Tru II • • rca • rctio Ii ~ upplement, and maintain 

r in an am ci • • • • of th ation 

clud sand e. f the Tru se of ional 

retained b iquidation Trust or the iquidation T d e p other 

profe iona1 fi owed the nited Stat ru Lee 

KAl~IUIU=:;;:.,...uY..!..!it~hhu.:o~)"""d,...jp .. a The Liquidation Tru ha.ti mak n in erirn 

Di tributioo to th all liquid assets including distribution of II net Cash 

1 h proceeds)) on orb fi July 31, 202 , nd emi-annually thereafter if liquid 

; ~~- .uw~s.r the Liquid lion Trustee ma • and supplement 

e h rv in ch amount (a) • ncce 

111 ming m Ii the iquid ets du 

term of tbc iquid "dation incurred and p 

e penses includin , ion and the r • nr of reas 

actual and nece~sary co fees, and e pense ' fe pen , finandal 

• nd pen. and disbursing of dalion Tru t in 

ith the performan t ir dutie with • Liquidation Tru t 

ro ided further. ho r all Di :.trib mpl ct th • ng of the 

Period. The fundi f the iquid rve ma preclude or reduce 

Distributions toBcncficiaric . 11 Distributions shall be mad vided, and subject to any 

withh ldi in thi. Liquidation Trust Agr crncnt, th the onfimtation Order 

dditional , ation Truste may withhold from arnoun table to an Beneficiary 

any a.nd all amounts def! rmin din the Liquidation Truste 1 clisc.,-retion, to be required b an 

law, regul • , rule ruling, direct.I e, or other go tal requirement. In addition. all 

l tributi derthi Liquidation Trust gr cm nt h et of the acwal and reasonable osts 

of m • ng Di tributi n . Prior to the making tribution contemplated hereunder. 

th Liquidation Trustee shalt pro • de the Liquidati mi ttee wl th fi e ( 5 business da • s 

written notice of an uch Distribution which noti elude a mmary of the re at 

amounts to be di ruibute<l. 

• tribution Pending , o pa m or Distribution shall b 

mad to 10 the extent it i Claim unJ and until • ed 

Clai AJ laim, e cept for rion into a uted Cl i 

cc th Plan, onfinnation Order and lhi Liquidation Tru t gr l 

2) 

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a oidance doubt, (i) nothing herein or in the Plan hall preclud the Liquid ti n ru tee from 

making Distribution~ on ac unt of lh undi putod poni ons of Di puted Clai0_1 i~ th~ di scre~on 

nfthe Liquid tion Tru t and ii) the Liquidation ru tee ma withh ld an D1 tnbullon pending 

determination of\ h ther to obj t to a laim and amount o withh Id will be included in th 

Disputed Claim R erve. 

ection 9.4 Distributions after Allowance. Distributions to ch holder of a Di putod 

!aim, to the tent that such laim uJtimatcl ecom an llowed laim, shall be m in 

accorclanc with the provi i n of the Pl ·onfirmation Order. and thi Liquidation Trust 

greement. 

tion 9. ....,.:.z.:....:=~~,~~";;:t:l, n non- ash iquidation ru t et may b Id. 

transferrocl or bandoned b 1h iquidation m tee If. in the Liquidation Tru t e rea.sonabl 

judgment such property cannot b old in a comm rcially reasonabl manner, or the Liquidation 

Tru. tee belie in good faith, such pr p has no alu to the Liquidati n Tru the Liquidation 

Tru ·t h 11 ha e th right, in o n, ultation with the Liquidation ru. I omm1tt , to aband iTl or 

otherwi e di pose of uch property, including by donauon of uch p rty to a charity d ·gnatecl 

by the LiquidatiOJI rustc . Except in th case of fraud, \ illful mi onduc o gro negli ence, 

neither th Llquidarion Tru c n ran , dir ctor, officer, emplo ee. c nsultan or profi i al of 

the iquidation Tru te . th Liquidation Trust ommirtoc, or of any of it m mbers or 

pr fi. jon I , shall have ny liability arising from r related to th di p 'tion of non ash 

iquid.ation Tru l ssets in ccordAn with this ecti n 

ection 9. n nclaim • n . ubject to th 

tenn of tl\i ection, Distribution r turned to the Liquidation Tru tee or otherwis undeli erable 

will remain in th poss ion of the iquidation Trust . until uch time as a Di tribution becom 

d Ii er blc ndcliv rabl a h will b held by the Liquidation Tru. for the benefit f th 

Beneficia of such h. subj ct to the tenns of th Plan. If n Di tribution is r tum d as 

undeliverable, the Liquidation Trust ma , but sh.all not b required to, take reasonable step· to 

attempt to deli the Distribution Any holder of an AJlowed Claim th t doe not ad ise the 

Liquidation Trustoc that it h not rec ived its Distribution within ixty (60 days aft r th dat of 

attempted Di rribution will bav its laim for such undeliverabl Distribution discharged and will 

be forever barred from asserting any ch I im against the Liquidation Tru t, the Debtors, or the 

~ In . uch ~ , und iverable DistributioM will be distributed in ace danc v.tilh the 

Liquidation Trust rreement. Di tributioo mu t be negotiated \.vithi ty (60) day of the dat 

o Di ribunon 

·ection 9.7 1,Jnclaimed Property. E cept t ilh re pect to property not Distributed 

ecau.ci.e it i. bein 1 held in a Disputed laim Re e, Distribution that are not claim d within 

ixty (60) days from the dat of such Di tribution hall be deemed to be unclaimed propert and 

shall est or revest in the Liquidation Tru t, nd the I im \! ·th respect to which thos 

Dii.1:ributi n~ are m de ·hall be automaticall canceJed. II fund or oth r property that vc • 

reve in th Uquidation Tru t pursuant to ection I.Hof the Plan and this cction 7 shall 

dl tributed b_ th iquidation Trustee to he other Beneficiaries in accordance with the provisions 

oftht Plan and thi Liquidation Trust grecmcnt A I aim 11nd th uncliumed p operty di tributed 

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on account of such Claim. hall note cheat to any fi doral ate, or local government or other ntity 

by reason of the failure of its hold r to claim a Di tribution in re pect of such I aim. 

e tion 9 8 Time Bar to Cash Payments by Che . 'hecks is ued by th Liquidation 

Trust o Beneficiari hall be null and oid if not n otiated 'thin i t (60} day afler the date 

of issuance thereof. The rei uance of check hall be made in\ ritin to th Liquidation n• tee 

and ma be r i sued in the di retion of th Liquidation 1 m t 

ection 9.9 Withho)din~ Taxes and Ex,penses of Di tribution E: cept a otherwise 

provided herein, any fi deraJ. state, or Joe 1 \ ithholding t or other amounts requir d to be 

withheld under applicable la\ ·hall be deducted from Distribution p r uant o the Plan. The 

Liquidation Truste may withhold from amounts di tributabl pursuant to th Plan to any Per n 

o Entity an and all amounts, determin din the ole and r sonable d"scrction of the Liquidation 

Trustee, required t be withheld by 1U1 la , regulation, rnle, ruling directive, or other 

go ernmental requirement II hold of I im shall be required to pro ide the iquidalion 

rustee with any inti nnation nee to effect the wi lhholding of such If ch inform Ii on 

i n t provided within on hundred and n en d y 120) da ofbein requested, all Di tnbution 

to which such holders ar or become entitled h II be treated as un I imed property. unle 

determined othcnvisc in th di er tion of the iquidatioo Tru re . 

ection 9.10 =:UMi~.ua.~=~·· If an confli ·ng claims or demand re made or 

as erted ith respect tere t of a ficiary under thi Liquid • 

greement. or if disagreem nt b the • ·ignee , tran h 

r p • c c g to all or a part o an intcrc resulting in adv cl 

or made in c nn ti n • th uch • t, th n, in any of ents. the 

Liquidation I ball b entitled, in its l dj retion to refu e to omp • any uch 

conflicting claim or dcm nd . 

In r fu ing, the Liquidation Tru I m elect to cau ·c the Liquidation 

Tru to mak no p ment or Distribution with pect to he benefo,i int est ubject to th 

conflicting laim or demand, or any part thereof, and to refer such cooflictin claim or demand 

to the Bankruptcy ourt, \ hi h hall hav clusi jurisdieti r resolu • on of such conflicting 

cllum or dem .nd ln doing, neither the Liqujd tion Tru no1' lhe Liquidation ru ex ·h ti be 

or become J iabl to any of uch parties for their refusal to oompl y with an ~uch conflicting l • m 

or demand nor shaJI th Liquid tio Trust or Liquidation Trust be liable or interest on an 

funds which may be so withheld. 

(b) Th Liquidati n Tru tee shall be entitled to refuse to act 11tH cither (i) the 

rights of the ad erse claimants have been adjudi ted b final order of the Bankruptcy ourt o 

(ii) aJI difference have been re ol ed by a valid written agre ment among 11 uch partie$ to the 

satisfaction of th iquidatioo Tru tee, hich agreement shall include a complete rel ea e of ahe 

iquidation Trust and Liquidation Trust . Until the Liquidation Tru ee receiv writt n notice 

that one of the conditions of the p cding nt nee i met. the Liquidation Tru tee ma • d m and 

treat the ab lute wner under this Liquidation Tru c Agreement of th beneficial interc in the 

Liquidation Trust th Benefici ry id ntified th owner of that interest in the book and r ord 

maintained by the Liquidation Trustee. The Liqujdation Tru t e may deem and treat such 

2 

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Beneficia th ab olutc o n r for purpo of ri ei ing Distri ution and any paymen n 

account thereof for fcxJ land stat income tax. purposes and for all other purpo es hat ver. 

( c) In cu ng or refraining from acting und r and in accord • i e lion 

9.10 oftf1e J.iquidation Tru t greement. the Liquidation Trustee ·hall be full and in ur 

no liabili y to an purpert d claimant an other P n pursuant to rticl grecmcn 

tion .1 ~ pa ment or du on 

a day other than a Bu ine , t. on the ne. 8 y. 

ection 9.12 o Distribution in Exe s of Allo ved mount of Claim. Ot ·rhstanding 

anything to the oonrrary herein, no Hold r of an Allowed laim hall recei in r pet1 of u h 

Claim any Di rribution in ce of the Allowed amount of su h laim 

Dj Qllow,.nce ims· Cancellation or • 

.....,LUU...,.._,......._..,.....,_w. All !aim in re unclaimed Distributi 

prop be deemed disallowed and . pungcd. The holder of any ·u h 

all n h y ri laim, or intcm;t i to any Distribution in 

o sue 1 lo . for ed. topped, and enjoined from r cci ing 

• 'bution under th fi rd and chi Liquid lion· rust Agr ment 

tanding th foreg lo in Section 9.7 hereof upon the request 

\! hose Distribu deemed u perty, lhe iquid ti n Trustee m y in 

their tion rein ate owed Clai rresponcling beneficial intere rt in l e 

Li qui n Trust) nd make: a rep! cement Di t 

ection .14 ~ - Th Liquidation lrust m y, but hall not be roquired to, setoff 

a nst n Claim (for purp es of detennining Lh Allowed amount f u h Jaim in resp t of 

which Distribution shall mad , an claims of n n u.ire whatso er that th Debtora ma hav 

or h d against th hold r of uch Claim. 

ti n 9.1 Mi 1 . he Liquidation ruste ball not be obli ated to 

make any Distributi ns on account of any laim if th at Distribution to such hold on 

account of uch !lowed laim do not ceed 0 or olherwiSi ·o m 11 tl1at the cost of making 

that Di ribution ceeds the dollar amount of ch Distribution. n uch de mimmis amoun 

may be cumulat d with further Distributions so th t ~ Di trib tion n an Alim~ Cl im m 

ceed the d minim, amount. 

ection 9.16 Priority of Expense, fTru t. The Liquidation Tn1st must p y r r, rve for 

p, ymClll 11 of its e pen. before making Distributions other than th Di. tributions on allow d 

~1 aim sel forth in the Plan the Confinnation Ord 

ection I 0.1 Income Tax Status For fed ral incom 1 

Liquid tion rust be clas ified a a liquidation tru t und r 

24 

putp . it i. intended tJ1at th 

n 301.7701-4 of the Treasury 

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Regulations and that uch trust be owned by its beneficiaries. According! . for federal income tax 

purpo , it i!. intended that the ben 1ciaries l>e treated if they had receiv d Di tribution from 

the D btors· tatcs of an oodividod interest in ~h of th As.sets (to the extent of the alue of 

their r pecti e hare in th applicable ssets) and Lhea contributed such intere to th 

Liquidation rust. and the Liquidation Trust'· b n ficiaries will b treat d the granto and 

owncn thereof. 

.u1:1~ -~- Th iquidation Trust hall file tax returns £ r the 

Liquidation Tru ta gramor trust pursuant to re ury Regulation section 1.67 1-4( ) nd in 

ordancc with the Plan. The iquidati n Tru t also shall annually (f. r l years in \ hi h 

Di trib t:ion from the iquidation Tru :t m d ) nd to each bencfici a parat atemcnt 

etting fi rth th ben ficia 1 h re of item ofincom gain. I . dedu tion, or credit and nl l uch 

holders haJ I report u h i Lem s on their federal incom tax turn : provided. however. that no such 

tarement need be sent to an Clas that is not expe tcd to r cci c any Di tribution from the 

Liquidation Trust. The Liquidation Tru t• ta, able incom gain, lo eduction, or credi , ill b 

allocal d 10 th I iquidation rust' benefiCJari in ace dance 'th their relati e b ficial 

inter in the Liquidation Tmst The I.iquidati '"Tru t ma reque tan pedi ed d rmination 

f t es of the D b10 or of th Liquidation ru t under sccti n 505(b) of th Bankruptcy ode 

for all Lax r tum filed for. or on b half of, the Debtors and the Liquidation rust for all taxable 

period thr ugh th di olurion of the Liquidation Trust. The Liquidation Trustee shall b 

re ponsibl for filing 11 fed I, tale, and local tax return for th D btor and the Liquidation 

Tru l he iquidation Tnut shall comply with all "vithholding and reporting requirements 

1mpo ed. b any federal , tat , or local taxing aulhorit •, a d all Distributions mad b the 

Liquidation Tru tee hall be bject to an uch withholding and reporting requiremen . 

ection I0.3 Withholding of Taxes and Rcportina Related to Liquidation Trust 

~W&~w- E.'(cept a otherwi pro ided for here,n or in the Plan. the Liquidation Trustee may 

withhold and p to ahe appropriate ta,cing authority all arnoun required to b 'thh ld pursuant 

to the ax ode or any provision of an foreign. stat or I ocaJ tax law with r peel to any payment 

o Di tribut,on II uch moon withheld and paid to the appropriate trucing authori hall be 

treated amoun di tribut t eh bold r of th laim or Eq i Interest . The Liquidation 

Trustee shall be authorized to collect such ~ information from the holders of laim r uity 

Interests (including social security numbers or other ta, identification numbers) as it in it ol 

discretion deem nece sary to effectuate the Plan. ln order to receive o· stributi oo under the Plan. 

all holder of 1aim and F.quity Inter will n d to identify them v ' to the Liquidation 

Trust and provide all tax information the Liquidation Trust d ms appropriat (including 

completing th appropriate Form W-8 or Fonn W-9. as applicable to each holder). Th iquida.tion 

Tru may rcfos.c to mak a Distribution to any holder of a laim or Equity Interests that fail to 

furnish such information within the dme period specified by the Liquidation Trustee and uch 

Distribution shall be deemed an unclaimed Distribution unde th Plan, and, provided r u-rther tha 

if the Liquidation Truste fail to withhold in respect of amounts rccci cd or distributable with 

re pect to any such holder and th Liquidation Trustee is later held liable for the amount of uch 

·withholding. ch hold h 1l reimburse the Liquidation Trustee for such liability. 

otwithstandin an other provision o the Plan, (a) each holder of an Allowed Claim or &J.ui , 

Int e t that i to receive a Distribution under tlie Plan h ll hav th sol and elusive 

~ pon ibility for the 5ati faction and payment of an tax obligations impo ed by an govemrnenta.l 

2 JJI( 

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unit1 Md (b no Distributions shall be requlr d to be made to n behalf of such hold pursuant 

to the Plan unl and until such holder ha made arrangem nts atisfactory to the iquidation 

Tru:s for tho payment nnd tis.C ction of such tax oblisation~ or ha to the Liquidation Tru!.tee 

satisfaction, tablL bed an ex rnpti n therefrom. 

oction 10 aJuations. Pu uantto ection VIJ.G. of the Plan, a soon as po ible after 

rhc Effecti e Date, the Liquid tion Trust haJI make a good faith aluation of a ct of the 

Liquidation ru t, and uch aluation shall b u ed c n i tei1tl by all parties for all fed ra1 incom 

tax purpo s. The Liquidation Tmstee also ha.II fit or cause to be filed) ny other tatements, 

return: or disdosur relating to the Liquidation Trust that are req1.1ired by any go emmentnl unit 

fort ing purpo . .. 

ection 10. ·1 reatment of Claims Rcsco•es. Notwithstanding any other provi ion of thi 

Liquidation Trust Agreement to th co tnuy, ubjectto definitiv guidance from th IR or a court 

of cornpctenl juri di ;tion to the oon ary, the iquidation Tru tee m in its ole discretion, 

determine th b t wa to report any laim. Reserve with re pe t to Di puted Claim . . cc;nrdingl , the iquidation Trustee m y. in its discretion. elect to I treat an Liquidation Tru t 

i;et alloca.bl t , o r ainecl on c aunt of. a !aims Re crvc in ace rd nee with tion .2 o 

thi Liquid lion Tru Agreement a held b one or more discrete tru fo ◄ deral income tax 

purpo con i ting o parete and independent shares to be sta li h d in re peel f ch 

Di puled 'laim.inaccodance "ththetru tprovisionsofthelR e Ii n 641 eq).(ii)trea.t 

as taxable income or los of each laim R serve, \ ·111 re pect to any gi en taxabl •ear th 

portion of the taxable incom or lo s of th Liquidation Tru t that ould ha\.'e been allocated to 

the hold rs of isputed I aims had uch Claim · been llo\ ed on the Effective Date (but only for 

the p rtion of th taxabl car with re p t to hich such Claim are unresolved), (iii) treat as a 

Di tribution from the Claims R, rv any incr ascd amount distributed by the Liquidation Trust 

as a resull of an , Disputed !aims resolved earlier in th taxable year, t the exte,H such 

Di tribution relate to la able income orlos. of the laim. Rese e determined in accordance with 

the pr i ion l ereof. (i ) file a t election to treat any and all Ii erve$ for Disputed General 

Un ecured laim. a "Di puted Owne~hip Fund" within he meaning of Treasury R gul tion 

section 1 468B-9 for fede I income tax purpo rather than to t ucb reserve as a pan of th 

Liquid tion Tru t and (v to th c t t permitted by applicable la , r port con i tent with th 

fore ing for ~tat and local income tax purp,o es. II Beneticiari hall report. for incom tax 

purpo , con i tent with the election of the iquidatioo Tru tee. In the event. and to th ten 

an r a.~h retained on account fDi. puted I aim. in ttic I aim Re erve i in fficient m pa th 

poruon or an uch taxes annbutable o the taxable income arising from the assetS allocable to, or 

retained on account o( Disput d Claims. such taxes shall be (i) reimbursed from any subsequent 

C h amount retained on account of Disputed Claim or ii to the extent such Di putecl laim 

have sub quently been re olved, deducted from an mounts distributabl by th Liquidation 

rustee as a result of he re lution of uch Di sput d Claim . 

ection 10.6 Expedit Oct nnination of Taxes The Liquidation Trust ma request an 

expeditoo d temtlnation of taxe or tax refund rights of the Liquidation Trust, including the 

Disputed Re erv . under lion SO (b) oftbe Bankruptcy Code for all return or claims filed for 

th iquidalion rust for all taxable period through th t m1ination of the Liquidation Trust. 

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XI 

TERM.IN ID TIO TR T 

e tion 11 I ~JWJW!.!:!.!,!!L..J,(,L_.!,t.!~~A¥1-1.--!..!~• The Liquid T hall 

di. harged and th , at such tim I Di ed hum 

ha been resol cd 1h liquida ed. (iii) all dut d ob ci n ofth 

Liquid tion Tru n ru t nl h e been fulfilled, (i II 

Di tribution required to Ian and quidation Tru m nl ha been 

made nd ) the D to ub h ve losed 

clu ion of the term of th Liquidation 

Liquidation hall di t ma i uidario cts subject to a 

• ncurred in windin ai the Liquidati ). if any, to th 

B • , rdance ith th P , nfi on M quid .ti n Tru t 

gr mer,t ny funds remainir, after the a f qui Trust h b-een wound up 

hall bed nat d to a charitable institution qual a a not~for-profit corpo tion. 

tion 11.3 Windina Up. Discharge, nd Release of the Liguidation TnJstee. For the 

purpo • f winding up th ir of the Liquidation Tru.t at the conclu ion of its term. the 

Liquid tion lrust all continue o act LiquidaJion ·1ru t • until i duties under hi 

Liquidation rust ueement have be n fully di harged or it. rol as Liquidati Tru tee i 

otherwise tennln t under thi Liqujdation Trust greement and th tan. pon am ti n by the 

Liquidation Tru ee, the Ban ruptcy urt may enter n order relieving the iquidation Tru ·tee 

its g t nd emplo ees of any furthef" duties., di h rgin . and releas.ing the Liquidation Trustee 

and it bond, if an . 

Kil 

MIS "'ELLA OU 

ecrion 12.1 ~=~= · The iquidati n Trust ~ eement may be modified, 

pplemeoted., or am quidaJion Trust c long i i not in onsistcnt with the Plan 

or the Confirmation O roposed modification, uppl mentor amendm ti p ro ed 

b a unanimou h ation rust ommittee ny modified or amended iquidation 

rust gre m filed whh the Bankrupt oun. 

o failure u.i • n or the tiqu1dati n Trust 

ommittcc to cxe yin e ci in p o • h und r shall opera c 

as a wai er nor gJ or p rti f • or privilcg h under 

p ud n furt thereof, or of any other right po 

oction I 2. umulariye RiKht • Th ri h and rem die pro idcd in thi 

Liquidation Trust greement are cumul t clu i o n ri h under la\ or in 

cqui . 

27 

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tion 12.4 • ed. otwithstanding any tate law to th contrary, the 

Liquidation Truste (including ny cce or Liquidation Tru tee) sh l be mpt from giving 

any bood or oth r ecurity in any jurisdiction. 

ecti n l2. ~=~~ This Liquidation rust grcement afld the liquidation Trust 

created hereunder h le, cept as o herwi e e p ly provided in this Liquidation 

Trust rreement 

ection 12 6 1; Identification Numbers. Th Liquid lion Tru. tee may Ii uire any 

B neficiarytofumi.htothe iquidationTruste it ocialsecuri numb roremplo rortaxpayer 

identificati n number as ig.ned by the Ill and the Liquidati Trust . and ma condition an 

Distribution to any Beneficia upon th receipt of u h identification numb r. o Di tribution 

haJI be mad to on behalf of a Beneficiary unless and until such holder ha pro ided th 

Liqui aiion Trust 'th an infonnation, r oords, or documents n ry to us th 

Liquidation Ttuste ' ta reporting bli ations including, but n limited to omplet d IR Form 

\ 9 or ~ her applicable, a compleLed form W-8 certifi te of non• forcign statu 1f .uch 

infonnation, not pro ided within on hundred and twenty 120) d all Di tributions to whi h 

uch holder· are or be.com entitled ma ~ treated a· Uncl imed. Prope , 

ection l2.7 ti Plan. Th principal purpo of this Liquidation Tm t 

greement i to aid in the implementation of the Plan and, theref1 r thj Liquidation Tru 

Agreement incorporat Md is subject to the provisj of the Plan a d Lhe onfinn tion Order. 

In the event of an direct conflict bt;tween the expre ··terms of th T.ic1uidation Tru 

and thi Plan, th t rm and provi joo of the Plan shall control. In the ent that an 

the Li uidation Trust Agreement is found to b inconsistent \ ith provision of th 

Order, the onfirm tion Order hall control 

tion 12. ..,;,t,.i;.l,tol&,¥U,..l........,==~~-· ndernocircumstance hall th Liquidation 

Trustee have the right the Liquidation Tru i1 uni authorized to do b th 

Ban ruptc ourt. 

ction 12. 9 Appl • dati n ru t ha] I be governed 

in accordanc with Lhe la as, , ·thout gi ing effect to rul 

conflict of laws 

ection 12. IO i b n. otw1th tanding the Effective Oat , lllld to the 

fullest t t permitted b law, the Bankruptcy ourt shall retain clu i e juri diction o r th 

Liquidation Trust afti r th octive Date, including. without limitation, jurisdiction o resolve an 

nd all contro ersie it and i ue that m r arise in connection th rewith as et forth in. ection 

I of the Plan. Each party to thi Liquidation Trust greem nl here y ir ocabl consent to 

th c:· clu ive juri diction and enue of the Bankruptcy urt in an action to enforce, interpret o 

constru an provi ion oflhi J.1qu1dation ru:tAgrecmcntorofan otheragreem ntordocumem 

deliv red in connection with thi iquidati lru tAgreement, and al oh cb irr ocabl ai 

an def en of impr~r venue forum non conveniens or lack of personal juri diction to any uch 

action b~ought in the Bankruptcy Court. Each part furth irr ocably agrees that any lion to 

nfo c interprel., or con true an pro i ion of tlli Liquidation Trust greement will be brought 

1)1 

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only in the BankrupL curt ch party heceby irr • ocably con· nt to th rvice b c rtified 

or rcgi tered mail, r tum re ipt requested, of any proc in an acti n to enfon;e, interpret or 

constru ny provision of this Liquidation Tru l reemcnt 

e tion 12.11 Severability. In th cnt that the Bankrupt ourt determin • pri r to th 

Coofinnation Oat , that any pro i i ninth Plan i invalid, void or un nfi rceable such provi ion 

hall be invalid. oid or unenforceabl with resp l to the hold or hold of such Claim or 

Equity Int .r t a to which the provision i determined to be invalid, id or uncnfotCeabl • The 

in alidily, oidne or unenforceabili of any uch pro ision h 11 in no wa limit or affi ct Lhe 

enforc bilil and operati effe t of any h provi ion of the Plan nd hall not require th 

re:: • Ii citation of an eptance or rejection of th Pl n un 1 oth rwi ord d b the Bankruptcy 

Court. 

ept a othcrwi s • all ro ided in thii 

Liqujdation Tru Finn Lion Order not h n i irllended or 

shall be cons n or o gi pe n th than t hereto and the 

Beneficiarie • an edie under or by r n of this Liquid ti n Trust greement. 

•otices. Excep pro ided in e tion 12 10 of thi Liquidation Tru t 

.r-'ll.!.n:::1:.1n nt., all noti , requ sts and demands to be :ff live hall b i11 writing and. unl 

e pre ly pro ided herein, hall b deemed to ha been dul given or made when 

ctu 11 deli ered or. in the of notice by el ctronic mail, wh recei ed and tel honically 

c011firmed. addressed as foll w . 

If to th Liquidation Trust 

ru ellnelm pll @y hoo.com 

1f to a B neftciary; 

To the name and distributi n ddre s set forth in th laim Register 

with r p ct to such Beneficiary. 

fhe parties m d • gnat in writing from time to tim olhe and dditional pla to which 

notic may be enr 

tion 12. l ........ .,....,~.....-LUII.UQull• From and aft lhe EtTi ctivc Date. th parti hereto 

co enant and agr to . ut 911d deli er all such documents and oti and to take all such 

further action as ma reasonably b required from lime to time to carry out th int :nt and purposes 

of this Liquidation Tru t greernen and to consummate the transac • on contemplated hereby. 

tion 12 1 Integration. Thi · Liquidatioo ru.t greem t th Plan and the 

onfinnation Order constitut the entire agrcem nt with, by and am ng the parties thereto, and 

there arc no rep ntations, warranti , covenan or obli,, tion cept a set forth herein. in the 

Plan and in th Confinnation Order This Liquidation rust greement, tog h with Lh Pl n and 

the onnrmation Order, . persede all prior and contemporaneou grc m nt . und r landing .. 

2 

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negotiations and di u ion . written or oral, o the parti her o, r fating to an tran action 

contemplated hereunder. cept a oth i provided in thi Liquid tion Trust grocm~nt, th 

Plan or onfirmation Order: nothing h r ·n i intended or hall l>econ tru d to conferupon or giv 

any p r ;o th than the parties her to and th Beneficiaries any righ o remedies und r or by 

reason of thi Liquidation Trust Agre m nt. 

n 12.16 lnte • :ume ti n and rion h ings con in d in this 

Liquidation Trust m convenience of rcforen n I not affect th 

• 'nterpretation Tru t greeme.nt or of an • i n hereof. 

t oth rwi • his Liquidation T singular 

the pluraJ and cl singul r, nd ~ ord asculin 

in tu • • e and the neuter, if appropriate. an ord 

importing persons rtn r hip • lion , and corporan . ' 

he her und with • • • ort refer to this Liqui • 

no Lo an • • oo tion hereof uni the • 

lo t n T all be deemed to inc o 

n Trust.. ce iquidation Trust ' sh JI includ 

th ' iquidation e cep th r and such 

o ion in which th therwise requir 

ection 12.17 i,,;.Q;WUW2,l\l:U. This Liquidation Trust gre igned by th 

parti hereto in counterparts, hich, en taken tog ther, hall c stitut nd th s.am 

docum nt Delivery of an ut d count rpart of thi Liquid tion T b ac imile 

or ema.il in pdf format hall be equally etfecti e deli ery of manual! e counterpart. 

IN WIT SS '\; 'HEREOF th parties hereto have either ccutcd and ackno !edged this 

Liquidation Trust greement or caused it to be e uted and acknowledged on their behalfb their 

dul a thori offic or rep re tati 11 as of the date first abo written. 

Dated: pril 26,202 

Ru,, d l Ii. ' Im 

in His ~apaci a 

By: 

am ---- e ______ -------- _______ - - _ 

Title 

30 

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negotiations, and discussions, written or oral, of the parries hereto, relating to any transaction 

contemplated hereunder. Except as otherwise provided in this Liquidation Trust Agreement, the 

Plan or Confirmation Order, nothing herein is intended or shall be construed to confer upon or give 

any person other than the parties hereto and the Beneficiaries any rights or remedies under or by 

reason of this Liquidation Trust Agreement. 

Section 12.16 lntemretation. The enumeration and Section headings contained in this 

Liquidation Trust Agreement are solely for convenience of reference and shall not affect the 

meaning or interpretation of this Liquidation Trust Agreement or of any term or provision hereof. 

Unless context otherwise requires, whenever used in this Liquidation Trust Agreement the singular 

shall include the plural and the plural shall include the singular, and words importing the masculine 

gender shall include the feminine and the neuter, if appropriate, and vice versa, and words 

importing persons shall include partnerships, associations, and corporations. The words herein, 

hereby, and hereunder and words with similar import, refer to this Liquidation Trust Agreement as 

a whole and not to any particular section or subsection hereof wnless the context requires otherwise. 

Any reference to the "Liquidation Trustee" shall be deemed to include a reference to the 

''Liquidation Trust'' and any reference to the "Liquidation Trust" shall be deemed to include a 

reference to the "Liquidation Trustee" except for the references in Sections 5 .1 and 5 .2, and such 

other provisions in which the context otherwise requires. 

Section 12.17 Counterparts. This Liquidation Trust Agreement may be signed by the 

parties hereto in counterparts, which, when taken together, shall constitute one and the same 

document. Delivery of an executed counterpart of this Liquidation Trust Agreement by facsimile 

or email in pdf format shall be equally effective as delivery of a manually executed counterpart. 

IN WlTNESS WHEREOF, the parties hereto have either executed and acknowledged this 

Liquidation Trust Agreement or caused it to be executed and acknowledged on their behalf by their 

duly authorized officers or representatives, all as of the date first above written. 

Dated: April 26, 2024 

PM Management - Killen I NC LLC 

PM Management - Killeen Il NC LLC 

PM Management Killeen ID NC LLC 

PM Management - Portfolio vm NC LLC 

By: --------------

Nrune: --------- ------ Title: 

--------- ------

JO 

Russell F. Nelms 

in His Capacity as Liquidation Trustee 

Title: Liquidation Trustee 

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L'quidating Tru te ompe 

Pursuant to Liquidation Trust gr ement, this hibit et fonh tb t nn of th 

Liquidation rustee>!. comp n t' on. 

Th Liquidation ru l 

hourly rate outlined 

RusseJ F. 

compen ated for hi 

Paralegal ervice 

ic a iquidation Trustee at 

$600/hr. 

12 /hr. 

The Liquidation Tru tee will al be entitled to reimbursement of actu and n ary expen 

including th e of h attom •s., adv1 r mplo s, and a en , incurred in the perfo an of 

th Liquidation Tru t ' duties. 

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