ORIGINAL PLAN OF REORGANIZATION Page 1

Howard Marc Spector

TBA #00785023

SPECTOR &COX, PLLC

12770 Coit Road, Suite 850

Dallas, Texas 75251

(214) 365-5377

FAX: (214) 237-3380

EMAIL: hspector@spectorcox.com

COUNSEL FOR THE DEBTOR

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

§

IN RE: §

§

Builders Direct Sales Group, LLC § Case No. 23-30745-11

§

Debtor. § (Chapter 11)

§

The Debtor, as Debtor-in-possession proposes this Original Plan of Reorganization under 

Chapter 11, Subchapter V of the Bankruptcy Code.

ARTICLE 1: DEFINITIONS, INTERPRETATION AND BACKGROUND

1.1 Definitions

The capitalized terms used herein shall have the respective meanings set forth below:

(a) “Ad Valorem Taxing Authorities” shall mean any governmental entity entitled by 

law to assess taxes on property based upon the value of such property and to take a statutory Lien 

senior to Liens filed of record to secure the payment of such taxes and interest accruing thereon.

(b) “Administrative Claim” shall mean a Claim entitled to priority under Sections 

503[b] and 507[a][2] of the Bankruptcy Code in this Case of the Debtor.

(c) “Allowed” when used with respect to any Claim, except for a Claim that is an 

Administrative Claim, shall mean [1] such Claim to the extent it is not a Contested Claim; [2] such 

Claim to the extent it may be set forth pursuant to any stipulation or agreement that has been 

approved by Final Order; or [3] a Contested Claim, proof of which was filed timely with the 

Bankruptcy Court and [A] as to which no objection was filed by the Objection Deadline, unless 

Original Plan of Reorganization

Filed by the Debtor

Dated: July 14, 2023

Carrollton, Texas

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such Claim is to be determined in a forum other than the Bankruptcy Court, in which case such 

Claim shall not become Allowed until determined by Final Order of such other forum and Allowed 

by Final Order of the Bankruptcy Court; or [B] as to which an objection was filed by the Objection 

Deadline, to the extent Allowed by Final Order.

(d) “Bankruptcy Code” shall mean the Bankruptcy Reform Act of 1978, as amended, 

and codified at title 11 of the United States Code.

(e) “Bankruptcy Court” shall mean the Bankruptcy Court unit of the United States 

District Court for the Northern District of Texas, or such other court having jurisdiction over the 

Case.

(f) “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure, as 

prescribed by the United States Supreme Court pursuant to Section 2075 of title 28 of the United 

States Code.

(g) “Builders” shall mean Builders Direct Sales Group, LLC.

(h) “Business Day” shall mean any day on which commercial banks are open for 

business in Carrollton, Texas.

(i) “Cash” shall mean legal tender of the United States of America or short-term liquid 

investments that are readily convertible to known amounts of legal tender of the United States of 

America and which present an insignificant risk of changes in value.

(j) “Case” shall mean the Chapter 11 Case of the Debtor commenced under the 

Bankruptcy Code.

(k) “Confirmation Date” shall mean the date on which the Clerk of the Bankruptcy 

Court enters the Confirmation Order.

(l) “Confirmation Hearing” shall mean the date on which the Bankruptcy Court holds 

the hearing[s] on confirmation of the Plan.

(m) “Confirmation Order” shall mean the order of the Bankruptcy Court confirming the 

Plan.

(n) “Contested,” when used with respect to a Claim, shall mean a Claim against the

Debtor [1] that is listed in the Debtor’s Schedules as disputed, contingent or unliquidated; [2] that is 

listed in the Debtor’s Schedules as undisputed, liquidated and not contingent and as to which a 

proof of Claim has been filed with the Bankruptcy Court, to the extent the proof of Claim amount 

exceeds the scheduled amount; and [3] that is not listed in the Debtor’s Schedules, but as to which a 

proof of Claim has been filed with the Bankruptcy Court and to which an objection has been filed. 

Notwithstanding the foregoing, after the Objection Deadline, only Claims to which an Objection has 

been filed shall be deemed Contested Claims.

(o) “Contested Claim Reserve” shall mean the reserve accounts established pursuant to 

this Plan for funding Contested Claims if such Claims are ultimately allowed by Final Order and 

which are to be held pending resolution of Contested Claims by the entry of a Final Order allowing 

or disallowing such Contested Claim[s].

(p) “Contracts” shall mean all executory contracts and unexpired leases as such terms 

are used within Bankruptcy Code Section 365 to which the Debtor was a party as of the Petition 

Date, as the case may be. 

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(q) “Debtor” shall mean Builders Direct Sales Group, LLC.

(r) “Disallowed,” when used with respect to a Claim, shall mean a Claim that has been 

disallowed by Final Order.

(s) “Distribution Fund” shall mean an amount equal to all of the projected disposable 

income of the Debtor to be received in the Term, beginning on the date that the first payment is due 

under the Plan and through the end of the Term, plus any Net Proceeds of Receivable Recoveries 

plus any Net Proceeds of Motili Recoveries. The Debtor’s analysis of projected disposable income 

is set forth in Exhibit 1.

(t) “Effective Date” shall mean a Business Day which is fifteen [15] days after the 

Confirmation Date unless the Confirmation Order is stayed, in which case the Effective Date shall 

be the first Business Day after which the Confirmation Order becomes a Final Order.

(u) “Estimated Amount” means the maximum amount at which the Bankruptcy Court 

or, where required by applicable law, the District Court, estimates any Claim [or class of Claims] 

against a Debtor which is contingent, unliquidated or disputed, including, for the purpose of: [a] 

distribution under § 502[c], Bankruptcy Code; or [b] determining the feasibility of this Plan 

pursuant to § 1129[a][11], Bankruptcy Code for purposes of its Confirmation.

(v) “Estimation Order” means an Order of the Bankruptcy Court or, where required by 

applicable law, the District Court, that determines the Estimated Amount of any Claim [or class of 

Claims], against the Debtor for any of the purposes as provided in this Plan.

(w) “Fee Application” shall mean an application of a Professional Person under Section

330 or 503 of the Bankruptcy Code for allowance of compensation and reimbursement of expenses 

in the Case.

(x) “Fee Claim” shall mean a Claim under Section 330 or 503 of the Bankruptcy Code 

for allowance of compensation and reimbursement of expenses in the Case.

(y) “Final Order” shall mean an order which has been entered and [1] as to which the 

time to appeal, petition for certiorari or move for reargument or rehearing has expired and as to 

which no appeal, petition for certiorari or other proceedings for reargument or rehearing shall then 

be pending or [2] in the event that an appeal, writ of certiorari, reargument or rehearing thereof has 

been sought, such order shall have been affirmed by the highest court to which such order was 

appealed, or certiorari has been denied or from which reargument or rehearing was sought, and the 

time to take any further appeal, petition for certiorari or move for reargument or rehearing shall 

have expired; provided, however, that no order shall fail to be a Final Order solely because of the 

possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure may be filed 

with respect to such order.

(z) “General Unsecured Claim” shall mean any Unsecured Claim against the Debtor

that is not an Administrative Claim or a Priority Claim.

(aa) “Interest” shall mean any right in the Debtor represented by an “equity security”, as 

defined in section 101[16] of the Bankruptcy Code, or any right to acquire such an “equity 

security”.

(bb) “IRS” shall mean the Internal Revenue Service, a bureau of the Department of the 

Treasury of the United States.

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(cc) “Motili Recoveries” shall mean any Net Proceeds of claims and causes of action of 

the Debtor against Motili or its Affiliates received by the Debtor during the Term.

(dd) “Net Proceeds” shall mean any Cash recovery net of all legal fees (and/or 

contingency legal fees), costs and expenses of suit. The Net Proceeds for any non-cash recovery is 

the amount of cash remaining after the final judgment and recovery of non-cash asset is liquidated 

and the cash proceeds are distributed net of all liquidation costs, legal fees, costs and expenses of 

suit.

(ee) “Objection Deadline” shall mean the date by which objections to Claims shall be 

filed with the Bankruptcy Court and served upon the respective holders of each of the Claims as 

provided in Section 9.1 of the Plan.

(ff) “Petition Date” shall mean April 15, 2023.

(gg) “Plan” or “Plan of Reorganization” shall mean this Original Plan of 

Reorganization, either in its present form or as it may hereafter be altered, amended or modified 

from time to time.

(hh) “Priority Claim” shall mean an Unsecured Claim entitled to priority under Section 

507.

(ii) “Priority Non-Tax Claim” shall mean an Unsecured Claim entitled to priority under 

Section 507 of the Bankruptcy Code, save and except (i) those held by the IRS and (ii) 

Administrative Claims.

(jj) “Pro Rata Share” shall mean “the proportion that the amount of an Allowed Claim 

in a particular class of Claims bears to the aggregate amount of all Claims in such class of Claims, 

including Contested Claims, but not including Disallowed Claims.

(kk) “Professional Person” shall mean a person retained or to be compensated pursuant 

to Section 327, 328, 330, 503[b] or 1103 of the Bankruptcy Code.

(ll) “Receivable Recoveries” shall mean any Net Proceeds of accounts receivables 

which existed on the Petition Date and which are received by the Debtor during the Term.

(mm) “Reorganized Debtor” shall mean the Debtor, as reorganized, on and after the 

Effective Date.

(nn) “Schedules” shall mean the Schedules of assets and liabilities and the statements of 

financial affairs filed by the Debtor as required by Section 521 of the Bankruptcy Code and 

Bankruptcy Rule 1007, as such Schedules and statements have been or may be supplemented or 

amended.

(oo) “Term” shall be the term of years for distributions under this Plan as fixed by the 

Bankruptcy Court pursuant to Section 1191(b) of the Bankruptcy Code.

(pp) “Unsecured Claim” shall mean a Claim which is not secured by valid, perfected and 

enforceable Lien that is not subject to avoidance under the Bankruptcy Code or other applicable 

non-bankruptcy law.

Words and terms defined in Section 101 of the Bankruptcy Code shall have the same meaning when 

used in the Plan, unless a different definition is given in the Plan. The rules of construction 

contained in Section 102 of the Bankruptcy Code shall apply to the construction of the Plan.

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1.2 Interpretation

Unless otherwise specified, all section, article and exhibit references in the Plan are to the 

respective section in, article of or exhibit to the Plan, as the same may be amended, waived or 

modified from time to time. The headings in the Plan are for convenience of reference only and 

shall not limit or otherwise affect the provisions of the Plan. Words denoting the singular number 

shall include the plural number and vice versa, and words denoting one gender shall include the 

other gender. All exhibits and schedules attached to the Plan are incorporated herein by such 

attachment.

1.3 Reorganized Debtor

The Plan shall be liberally construed for the benefit of the Debtor and Reorganized Debtor

regarding the interchangeableness of the term “Debtor” with the term “Reorganized Debtor” and 

other instances of the use “Reorganized.”

1.4 Background Information

The Debtor creates individualized programs for builders that are proven to control cost, 

decrease issues, and increase consumer satisfaction. The Debtor provides HVAC systems that meet 

industry standards and a program that exceeds them. 

ARTICLE 2: CLASSIFICATION OF CLAIMS

2.1 Claims Classified

For purposes of organization and all confirmation matters, except as otherwise provided 

herein, all Claims [except for Administrative Claims] shall be classified as set forth in this Article 2 

of the Plan.

2.2 Administrative Claims

Administrative Claims against the Debtor shall not be classified for purposes of voting or 

receiving distributions under the Plan. Rather, all such Claims shall be treated separately on the 

terms set forth in Article 5 of the Plan.

2.3 Claims

The Plan classifies the Claims against the Debtor as follows:

[a] Class 1: Any Allowed Secured Claims of Motili, Inc.

[b] Class 2: Any Allowed Secured Claims of Independent Bank.

[c] Class 3: Any Allowed General Unsecured Claims.

[d] Class 4: Interests in the Debtor.

ARTICLE 3: IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS

3.1 Impaired Classes

Classes 1, 2 and 3 are impaired. 

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3.2 Impairment Controversies

If a controversy arises as to whether any Claim or any class of Claims is impaired under the 

Plan, the Bankruptcy Court shall, upon notice and a hearing, determine such controversy.

ARTICLE 4 : PROVISIONS FOR TREATMENT OF CLAIMS UNDER THE PLAN

4.1 Treatment of Claims and Interests

[a] Class 1 – Any Secured Claims of Motili, Inc. Motili’s Secured Claim shall be 

disallowed on account of the perfection of its security interests within the preference period and 

Motili shall receive no distribution on account of such claim. Any claim of Motili shall be treated 

as a General Unsecured Claim.

[b] Class 2 – Any Allowed Secured Claims of Independent Bank. Independent Bank 

shall receive payment on account of its Allowed Class 2 Claim, Independent Bank in monthly 

installment payments necessary to amortize the Class 2 Allowed Secured Claim [which includes 

amounts that accrued pre-petition] over a period beginning on the Effective Date and ending three 

[3] years after the Effective Date, with interest from and after the Effective Date at the rate 

applicable to of 5% per annum.

[c] Class 3 – Any Allowed General Unsecured Claims. In full and final satisfaction of 

its Allowed Class 3 Claim, each holder of an Allowed General Unsecured Claim against the Debtor

shall be paid its Pro Rata Share of the Distribution Fund in quarterly installments beginning on the 

first day of the 3rd month following the Effective Date and ending on the 1st day of the month 33 

months thereafter (for a total of 12 quarterly payments).

[d] Class 4 – Interests in the Debtor. Holders of Interests in the Debtor shall retain such 

Interests.

ARTICLE 5 : PROVISIONS FOR TREATMENT OF

UNCLASSIFIED CLAIMS UNDER THE PLAN

5.1 Treatment of Administrative Claims

Each holder of an Allowed Administrative Claim against the Debtor shall receive on the 

Effective Date one of the following [i] the amount of such holder’s Allowed Claim in one Cash 

payment; or [ii] such other treatment as may be agreed upon in writing by the Debtor and such 

holder. Provided, however, that an Administrative Claim representing a liability incurred in the 

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

5.2 Procedure for Filing Administrative Claims

The holder of an Administrative Claim [including Fee Claims] incurred before the Effective 

Date shall be required to file with the Bankruptcy Court, and serve on all parties required to receive 

notice, notice of such Administrative Claim and, if applicable, a Fee Application within 60 days 

after the Effective Date. Failure to file and serve these documents timely and properly shall result 

in the Administrative Claim being forever barred and discharged. 

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5.3 Treatment of Other Priority Claims

Each holder of a Priority Claim against the Debtor, other than an Administrative Claim or a 

Priority Non-Tax Claim, shall receive a Cash payment in the amount of its Allowed Claim on the 

Effective Date.

ARTICLE 6 : ACCEPTANCE OR REJECTION OF THE PLAN

6.1 Classes Entitled to Vote

Class 1 is deemed to reject the Plan. Class 2 and Class 3 are entitled to vote to accept or 

reject the Plan. Class 4 is deemed to accept the Plan since holders of Interests retain their Interests.

ARTICLE 7 : MEANS FOR IMPLEMENTATION OF THE PLAN

7.1 Vesting of Assets

On the Effective Date, all real and personal property of the estate of the Debtor, including 

but not limited to all causes of action of the Debtor, and any avoidance actions of the Debtor, under 

applicable non bankruptcy law or the Bankruptcy Code, shall vest in the Debtor as Reorganized 

Debtor and shall not be assertable by any party other than the Reorganized Debtor on behalf of its

creditors subject to those Claims, Liens, and encumbrances as Allowed and restructured in this Plan 

and as specified herein. Provided however, that upon any subsequent conversion of either of the 

Case under Chapter 7 of the Reorganized Debtor, all assets vesting in Reorganized Debtor, other 

than Exempt Property, shall pass to the Chapter 7 trustee as property of the Chapter 7 estate subject 

to those Claims, Liens, and encumbrances as Allowed and restructured in this Plan and as specified 

herein.

7.2 Assumption of Liabilities

The liability for and obligations under the Plan shall be assumed by and become obligations 

of the Reorganized Debtor. 

7.3 Contested Claims

[a] Establishment of Contested Claims Reserve. Notwithstanding any other provision of 

this Plan, no assets or property shall be distributed under this Plan on account of any Contested 

Claim. For all Contested Claims, the Reorganized Debtor shall establish and hold, in trust, 

distributions to be made to the holders of Contested Claims [each such reserve being herein called a 

“Contested Claims Reserve”], and shall place in each Contested Claims Reserve the assets and 

property to be distributed on account of such Contested Claims pursuant to this Plan, pending 

Allowance or Disallowance of such Claim. Pending entry of a Final Order concerning a Contested 

Claim, the Reorganized Debtor shall pay into the Contested Claims Reserve all payments provided 

for under this Plan pursuant to any Allowed Claim which would have been required to be delivered 

to the claimant absent a Contested Claim. Cash held in any Contested Claims Reserve shall be held 

in a segregated interest-bearing trust account. To the extent practicable, the Reorganized Debtor

may invest the Cash in any Contested Claims Reserve in a manner that will yield a reasonable net 

return, taking into account the safety of the investment.

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[b] Determination of Contested Claims Reserve. The Bankruptcy Court may, at any 

time, determine for each Contested Claim, the amount of assets and property sufficient to fund each 

Contested Claims Reserve established with respect to any such class. The Bankruptcy Court may 

estimate and determine by an Estimation Order the Estimated Amount of Claims in each class for 

which a Contested Claims Reserve has been established. Any claimant holding a Contested Claim

so estimated will have recourse only to undistributed assets and property in the Contested Claims 

Reserve for the class in which such Contested Claim has been placed and not to the Reorganized 

Debtor or any other assets or property, should the Allowed Claim of such claimant, as finally 

determined by a Final Order, exceed such Estimated Amount.

[c] Return of Assets. Except as otherwise provided herein, all assets and properties [and 

all interest payments and dividends previously paid in connection therewith] in any Contested 

Claims Reserve for any class of Claims remaining after the resolution of all disputes relating thereto 

shall be returned to the appropriate Reorganized Debtor for distribution in accordance with this 

Plan.

[d] Withholding of Taxes. The Reorganized Debtor shall withhold from any assets and 

property distributed under this Plan any assets and or property which must be withheld for federal, 

state and local taxes payable by the Entity entitled to such property to the extent required by 

applicable law.

7.4 Estimated Claims

Except as otherwise provided herein, the Court may estimate for purposes of allowance 

pursuant to § 502[c], Bankruptcy Code, [i] any Contested Claim or unliquidated Claim, or [ii] any 

portion or part of a Claim that is, itself, unliquidated. Any Estimation Order, to the extent it 

becomes a Final Order, shall determine the amount of the Allowed Claim so estimated.

7.5 Claims on File; No Allowance of Untimely Claims.

The Debtor is relying on the formal proofs of Claim on file and the Debtor’s Schedules 

currently on file in seeking confirmation of the Plan. No informal proof of claim shall be deemed 

to have been filed in this Case.

7.6. Corporate Governance. 

The Reorganized Debtor shall continued to be managed by James Cook. 

ARTICLE 8 : PROVISIONS GOVERNING DISTRIBUTIONS

8.1 Distributions

Any distributions and deliveries to be made under the Plan shall be made on the Effective 

Date, as otherwise provided for herein, or as the Bankruptcy Court may order.

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8.2 Delivery of Distributions

Subject to Bankruptcy Rule 9010, distributions to holders of Allowed Claims shall be made 

at the address of each such holder as set forth on the proofs of Claim filed by such holders [or at the 

last known address of such a holder if no proof of Claim is filed or if the Debtor has been notified in 

writing of a change of address]. If any holder’s distribution is returned as undeliverable, no further 

distributions to such holder shall be made unless and until the Debtor is notified in writing of such 

holder’s then current address, at which time all missed distributions shall be made to such holder 

without interest. All unclaimed property shall revert to the Reorganized Debtor or any successor 

thereto, and the claim of any holder with respect to such property shall be discharged and forever 

barred.

8.3 Time Bar to Cash Payments

Checks issued by the Reorganized Debtor in respect of Allowed Claims shall be null and 

void if not negotiated within six months after the date of issuance thereof. Requests for reissuance 

of any check shall be made directly to the Reorganized Debtor by the holder of the Allowed Claim 

with respect to which such check originally was issued. Any claim in respect of such a voided 

check shall be made on or before the later of [1] the first anniversary of the Effective Date or [2] 90 

days after the date of reissuance of such check. After such date, all claims in respect of void checks 

shall be discharged and forever barred.

ARTICLE 9:

PROCEDURES FOR RESOLVING AND TREATING CONTESTED AND

CONTESTED CLAIMS UNDER THE PLAN

9.1 Objection Deadline

As soon as practicable, but in no event later than sixty [60] days after the Effective Date, 

unless otherwise ordered by the Bankruptcy Court, objections to Claims shall be filed with the 

Bankruptcy Court and served upon the holders of each of the Claims to which objections are made. 

Notwithstanding the foregoing sentence, as to any Claim which is filed after the Effective Date, an 

objection to such Claim shall be filed on or before sixty [60] days after the date on which such 

Claim is filed.

9.2 Prosecution of Objections

On and after the Effective Date, except as the Bankruptcy Court may otherwise order, the 

filing, litigation, settlement or withdrawal of all claim objections may be made by the Reorganized 

Debtor.

9.3 No Distributions Pending Allowance

Notwithstanding any other provision of the Plan, no payment or distribution shall be made 

with respect to any Claim to the extent it is a Contested Claim unless and until such Contested 

Claim becomes an Allowed Claim. Payments and distributions to each holder of a Contested 

Claim, to the extent that such Claim ultimately becomes an Allowed Claim, shall be made in 

accordance with the provisions of the Plan governing the class of Claims to which the respective 

holder belongs.

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ARTICLE 10:

PROVISIONS GOVERNING EXECUTORY CONTRACTS AND

UNEXPIRED LEASES UNDER THE PLAN

10.1 Assumption of Contracts.

The Plan constitutes a motion by the Debtor to assume, as of the Effective Date, all

Contracts. As to such Contracts, [a] no cure pursuant to Bankruptcy Code section 365[b][1][A] is 

necessary; [b] no Bankruptcy Code section 365[b][1][B] compensation is owing or shall be owing 

upon the assumption; and [c] confirmation of this Plan shall be deemed [i] adequate assurance of 

prompt cure of any default, [ii] adequate assurance of future performance under such Contracts.

10.2 Bar to Rejection Damages.

If the rejection of a Contract by the Debtor results in damages to the other party or parties to 

such Contract, a Claim for such damages, if not heretofore evidenced by a filed proof of Claim, 

shall be forever barred and shall not be enforceable against the Debtor, the Reorganized Debtor or 

its respective property or its agents, successors or assigns, unless a proof of Claim is filed with the 

Bankruptcy Court and served upon counsel for the Debtor on or before sixty [60] days following the 

Effective Date.

10.3 Insurance Policies.

Notwithstanding anything in the Plan or Sections 10.1 and 10.2 of the Plan, all insurance 

policies under which the Debtor is the insured party shall be deemed assumed as of the 

Confirmation Date. All payments upon such policies are current; no cure payments are necessary. 

ARTICLE 11 : RETENTION OF JURISDICTION

11.1 Scope of Jurisdiction

Pursuant to Sections 1334 and 157 of title 28 of the United States Code, until the time that

an order is entered closing the Case, the Bankruptcy Court shall retain and have jurisdiction over all 

matters arising in, arising under and related to the Case and the Plan. Without limitation, the 

Bankruptcy Court shall retain jurisdiction for the following specific purposes after the Confirmation 

of this Plan:

[a] to modify this Plan pursuant to the Bankruptcy Rules and the Bankruptcy 

Code;

[b] to enforce and interpret the terms and conditions of this Plan;

[c] to enter such orders, including injunctions, as are necessary to enforce the 

title, rights, and powers of the Reorganized Debtor;

[d] to enter an order concluding and terminating the Case;

[e] to correct any defect, cure any omission, or reconcile any inconsistency in 

this Plan, or the Confirmation Order as may be necessary, consistent with the 

requirements of the Bankruptcy Code and Bankruptcy Rules to carry out the 

purposes and intent of this Plan, including the adjustment of the date[s] of 

performance under this Plan in the event the Effective Date does not occur as 

provided herein, so that the intended effect of this Plan may be substantially 

realized thereby;

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[f] to approve all Fee Claims;

[g] to hear and determine any causes of action arising prior to the Effective Date 

or thereafter or in any way related to this Plan or the transactions 

contemplated hereby against the Debtor;

[h] to determine any and all applications pending on Confirmation for the 

rejection, assumption or assignment of Contracts and the allowance of any 

Claim resulting therefrom;

[i] to determine such other matters and for such other purposes as may be 

provided in the Confirmation Order;

[j] to hear and determine any and all adversary proceedings, applications, and 

contested matters, including any remands of appeals;

[k] to ensure that distributions to holders of Allowed Claims are accomplished as 

provided herein;

[l] to hear and determine any timely objections to or applications concerning 

Claims or the allowance, classification, priority, compromise, estimation, or 

payment of any Claim, or Interest;

[m] to enter and implement such orders as may be necessary or appropriate in the 

event the Confirmation Order is for any reason stayed, revoked, modified, 

reversed, or vacated;

[n] to enter and implement such orders as may be necessary or appropriate to 

execute, interpret, implement, consummate, or enforce the Plan and the 

transactions contemplated thereunder;

[o] to hear and determine matters concerning state, local, and federal taxes in 

accordance with §§ 346, 505, and 1146, Bankruptcy Code; 

[p] to hear and determine claims of exemptions; and

[q] to enforce orders of the Bankruptcy Court determining the status of Exempt 

Property.

11.2 Failure of the Bankruptcy Court to Exercise Jurisdiction

If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is 

otherwise without jurisdiction over any matter arising in, arising under or related to the Case, 

including the matters set forth in Section 11.1 of the Plan, this Article 11 shall have no effect upon 

and shall not control, prohibit or limit the exercise of jurisdiction by any other court having 

jurisdiction with respect to such matter.

ARTICLE 12: MISCELLANEOUS PROVISIONS

12.1 Discharge

If the Plan is confirmed under section 1191(a) of the Bankruptcy Code, confirmation of the 

Plan shall operate as a discharge in accordance with Section 1141 of the Bankruptcy Code upon the 

Effective Date. If the Plan is confirmed under section 1191(b) of the Bankruptcy Code, as soon as 

practicable after completion by the Reorganized Debtor of all payments due within the first 3 years 

of the Plan, or such longer period not to exceed 5 years as the Bankruptcy Court may fix, the 

Reorganized Debtor will be entitled to request that the Bankruptcy Court grant the Reorganized 

Debtor a discharge of all debts provided in section 1141(d)(1)(A) of this title, and all other debts 

allowed under section 503 of this title and provided for in the Plan, except any debt—

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(1) on which the last payment is due after the first 3 years of the plan, or such other time 

not to exceed 5 years fixed by the Bankruptcy Court; or

(2) of the kind specified in section 523(a) of this title.

Except as otherwise provided in this Plan, any such discharge shall discharge all existing 

debts and Claims of any kind, nature or description whatsoever against the Debtor or any of its

assets or properties to the fullest extent permitted by the Bankruptcy Code, including but not limited 

to Claims based upon any act or omission, transaction or other activity of any kind or nature that 

occurred prior to the Effective Date and all debts of the kind specified in sections 502[g], 502[h] or 

502[i] of the Bankruptcy Code, whether or not [a] a Proof of Claim based upon such debt is filed or 

deemed filed under section 501 of the Bankruptcy Code; [b] a Claim based upon such debt is 

allowed under section 502 of the Bankruptcy Code; or [c] the holder of a Claim has accepted the 

Plan. As provided in section 524 of the Bankruptcy Code, the discharge shall void any judgment 

against the Debtor at any time obtained to the extent it relates to a Claim discharged and operates as 

an injunction against the prosecution of any action against the Debtor or any of its property, to the 

extent it relates to a Claim discharged. Notwithstanding anything to the contrary, this Section 12.1 

does not enjoin creditors from enforcing their rights under the Plan and does not apply to postpetition ad valorem taxes. 

12.2 Injunctions

From and after the Effective Date, all holders of Claims shall be and are hereby permanently 

restrained and enjoined from: (a) commencing or continuing in any manner, any action or other 

proceeding of any kind with respect to any such Claim against the Reorganized Debtor or its assets; 

(b) enforcing, attaching, collecting, or recovering on account of any Claim by any manner or means, 

any judgment, award, decree, or order against the Reorganized Debtor or its assets except pursuant 

to and in accordance with this Plan; (c) creating, perfecting, or enforcing any encumbrance of any 

kind against the Reorganized Debtor or its assets; (d) asserting any control over, interest, rights or 

title in or to any of the Reorganized Debtor’s assets except as provided in this Plan; and (e) 

performing any act, in any manner, in any place whatsoever, that does not conform to or comply 

with the provisions of the Plan; provided, however, that this injunction shall not bar any holder of 

an Claim from asserting any right granted pursuant to this Plan; provided, further, however, that 

each holder of a Contested Claim shall be entitled to enforce its rights under the Plan, including 

seeking Allowance of such Contested Claim pursuant to the Plan. 

12.3 De Minimis Distributions

No distribution of less than $25.00 shall be made to any holder of an Allowed Claim. Such 

undistributed amount will be retained by the Reorganized Debtor.

12.4 Automatic Stay. 

The automatic stay pursuant to section 362 of the Bankruptcy Code, except as previously 

modified by the Bankruptcy Court, shall remain in effect until the Effective Date of the Plan as to 

the Debtor and its assets. As of the Effective Date, the discharge and injunction in Section 12.2 

above shall become effective.

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ORIGINAL PLAN OF REORGANIZATION Page 13

12.5 Post-Effective Date Fees and Expenses of Professional Persons

Except as provided in this Plan, after the Effective Date, the Reorganized Debtor shall, in 

the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, 

pay the reasonable fees and expenses of the Professional Persons employed by the Reorganized 

Debtor, related to the implementation and consummation of the Plan, provided, however, that no 

such fees and expenses shall be paid except upon receipt by the Reorganized Debtor of a written 

invoice, which invoice shall also be served upon counsel for the Debtor, and the United States 

Trustee, by the Professional Person seeking fees and expense reimbursement and provided, further, 

however, that the Reorganized Debtor may, within 10 days after receipt of an invoice for fees and 

expenses, request the Bankruptcy Court to determine any such request and the Bankruptcy Court 

shall have jurisdiction to do so. In such event, the Bankruptcy Court shall apply the same standard 

for approval of fees and expenses as applied throughout the Case.

12.6 Bankruptcy Restrictions

From and after the Effective Date, the Reorganized Debtor shall no longer be subject to the 

restrictions and controls provided by the Bankruptcy Code [e.g., Section 363 or 364]. The 

Reorganized Debtor may conduct its affairs in such manner as is consistent with entities not in 

bankruptcy without the need of seeking Bankruptcy Court approval. No monthly operating reports 

will be filed after the Effective Date; however, the Reorganized Debtor shall provide the U.S. 

Trustee such financial reports as the U.S. Trustee may reasonably request until the entry of a final 

decree.

12.7 Binding Effect

The Plan shall be binding upon and inure to the benefit of the Debtor, the holders of Claims 

and their respective successors and assigns; provided, however, that if the Plan is not confirmed, the 

Plan shall be deemed null and void and nothing contained herein shall be deemed [i] to constitute a 

waiver or release of any Claims by the Debtor, or any other Entity, [ii] to prejudice in any manner 

the rights of the Debtor, or any other Entity, or [iii] to constitute any admission by the Debtor, or 

any other Entity.

12.8 Governing Law

Unless a rule of law or procedure is supplied by federal law [including the Bankruptcy Code 

and Bankruptcy Rules], the internal laws of the State of Texas shall govern the construction and 

implementation of the Plan and any agreements, documents and instruments executed in connection 

with the Plan or the Case, except as may otherwise be provided in such agreements, documents and 

instruments.

12.9 Modification of Plan

Except as provided in Section 1127(e) of the Bankruptcy Code, modifications of the Plan 

may be proposed in writing by the Debtor at any time before the Confirmation Date, provided that 

[a] the Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy 

Code and [b] the Debtor shall have complied with Section 1125 of the Bankruptcy Code. The Plan 

may be modified at any time after the Confirmation Date and before substantial consummation by 

the Debtor, provided that [i] the Plan, as modified, meets the requirements of Sections 1122 and 

1123 of the Bankruptcy Code, [ii] the Bankruptcy Court, after notice and a hearing, confirms the 

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ORIGINAL PLAN OF REORGANIZATION Page 14

Plan as modified, under Section 1129 of the Bankruptcy Code and [iii] the circumstances warrant 

such modifications. The Plan may be modified after substantial consummation of the Plan in 

accordance with Section 1127(e) of the Bankruptcy Code. 

12.10 Creditor Defaults

Any act or omission by a creditor in contravention of a provision within this Plan shall be 

deemed an event of default under this Plan. Upon an event of default, the Reorganized Debtor may 

seek to hold the defaulting party in contempt of the Confirmation Order. If such creditor is found to 

be in default under the Plan, such party shall pay the reasonable attorneys’ fees and costs of the

Reorganized Debtor in pursuing such matter. Furthermore, upon the finding of such a default by a 

creditor, the Bankruptcy Court may [a] designate a party to appear, sign and/or accept the 

documents required under the Plan on behalf of the defaulting party, in accordance with Federal 

Rule of Civil Procedure 70 or [b] make such other order as may be equitable which does not 

materially alter the terms of the Plan as confirmed. 

12.11 Default by the Debtor

In the event that the holder of an Allowed Claim asserts that a default under the Plan has 

occurred by the Debtor, such creditor must provide the Debtor with written notice [“Notice”] of 

such default to the following addresses: 2009 McKenzie Dr, St 124, Carrollton, TX 75006, 4251 

FM 2181, 230-458, Corinth, TX 76210 and 12770 Coit Road, St 850, Dallas, TX 75251 via 

overnight mail or similar same-day or express delivery. If the default asserted in the Notice remains 

uncured on the sixtieth [60th] day from the date on which such Notice is sent, the holder of such 

Allowed Claim may pursue any rights or remedies it may have under applicable non-bankruptcy 

law, whether state, federal or otherwise. 

12.12 Severability

Should the Bankruptcy Court determine that any provision of the Plan is unenforceable 

either on its face or as applied to any Claim or transaction, the Debtor may modify the Plan in 

accordance with Section 12.9 of the Plan so that such provision shall not be applicable to the holder 

of any Claim. Such a determination of unenforceability shall not [1] limit or affect the 

enforceability and operative effect of any other provision of the Plan or [2] require the resolicitation 

of any acceptance or rejection of the Plan.

12.13 Integration Clause

This Plan is a complete, whole, and integrated statement of the binding agreement between 

the Debtor, creditors, and the parties-in-interest upon the matters herein.

12.14 Exculpations

Neither the Debtor, nor its agents or attorneys, shall have or incur any liability to any holder 

of a Claim for any act, event or omission in connection with, or arising out of, the Case, the 

confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the 

property to be distributed under the Plan, except for willful misconduct or gross negligence.

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ORIGINAL PLAN OF REORGANIZATION Page 15

12.15 Liquidation Analysis

There are two possible consequences if the Plan is rejected or the Bankruptcy Court denies 

confirmation of this Plan: (a) the Bankruptcy Court could dismiss the Case, or (b) the Case could be 

converted to a liquidation case under Chapter 7 of the Bankruptcy Code. If the Debtor’s bankruptcy 

case were to be dismissed, the Debtor would no longer have the protection of the Bankruptcy Court 

and the applicable provisions of the Bankruptcy Code. In either case, Motili’s lien on the Debtor’s 

assets would not be subject to avoidance as a preference under 11 U.S.C. § 547 and Motili would 

likely seek to foreclose on all of the Debtor’s assets, leaving other creditors with no recovery. In a 

Chapter 7, a Chapter 7 Trustee would seek to monetize the Motili Recoveries and Receivable 

Recoveries in the same manner as the Debtor intends to. However, creditors would not receive the 

projected disposable income of the Debtor for the Term. Accordingly, the Debtor believes that the 

return proposed under the Plan is superior to that of any liquidation.

12.16 Compliance with 11 U.S.C. § 1190

The Debtor anticipates that it will be able to sustain monthly operations as set forth in 

Exhibit 1, and attachs such projections to reflect the ability of the Debtors to make payments under 

this Plan.

DATED: July 14, 2023.

/s/ Howard Marc Spector

Howard Marc Spector

TBA #00785023

Spector & Cox, PLLC

12770 Coit Road, Suite 850

Dallas, Texas 75251

[214] 365-5377

FAX: [214] 237-3380

EMAIL: hspector@spectorcox.com

COUNSEL FOR THE DEBTOR

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Total

Income

 Sales 80,000.00 

 Uncategorized Income

Total Income $ 80,000.00 

Cost of Goods Sold

 Cost of Goods Sold 40,000.00 

Gross Profit $ 40,000.00 

Expenses

 Auto Expense 1,400.00 

 Bank Fees 100.00 

 Computer Subscriptions & Expenses 200.00 

 Consulting - Accounting 450.00 

 Contract Labor 1,000.00 

 Dues and Subscriptions 1,500.00 

 Insurance 1,000.00 

 Internet 200.00 

 Meals 100.00 

 Merchant Fees 100.00 

 Misc. 3,000.00 

 Office Expense 500.00 

 Parking and Tolls 200.00 

 Payroll Expense 15,000.00 

 Rent - Building 6,000.00 

 Retirement Plan Expense 600.00 

 Utilities - Electricity 500.00 

 Utilities - Gas 100.00 

 Utilities - Trash 100.00 

Total Expenses $ 32,050.00 

Net Operating Income $ 7,950.00 

Net Income $ 7,950.00 

BUILDER DIRECT SALES GROUP LLC

Pro-Forma Profit and Loss

Exhibit 1

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