FIRST AMENDED DISCLOSURE STATEMENT

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Joyce W. Lindauer

State Bar No. 21555700

Joyce W. Lindauer Attorney, PLLC

1412 Main Street, Suite 500

Dallas, Texas 75202

Telephone: (972) 503-4033

Facsimile: (972) 503-4034

ATTORNEYS FOR DEBTOR

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

IN RE: §

§

USUGA MANAGEMENT, LLC, § CASE NO. 23-31165-sgj11

§ Chapter 11

Debtor. §

FIRST AMENDED DISCLOSURE STATEMENT FOR DEBTOR’S

PLAN OF REORGANIZATION 

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Tax Returns............................................................................Exhibit C

Financial Projections .............................................................Exhibit B

Plan of Reorganization ..........................................................Exhibit A

EXHIBITS:

THE CASE.........................................................................................................................23

ARTICLE XIV - SUMMARY OF SIGNIFICANT ORDERS ENTERED DURING

ARTICLE XIII - PENDING LITIGATION..................................................................................23

ARTICLE XII - TAX CONSEQUENCES TO THE DEBTOR....................................................20

ARTICLE XI - RISKS TO CREDITORS UNDER THE PLAN ..................................................19

ARTICLE X – ALTERNATIVES TO DEBTOR’S PLAN ..........................................................19

ARTICLE IX – FEASIBILITY OF PLAN....................................................................................19

LEASES.............................................................................................................................18

ARTICLE VIII – TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED

ARTICLE VII - MEANS FOR IMPLEMENTATION OF PLAN................................................18

ARTICLE VI – PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS..........15

ARTICLE V- SUMMARY OF THE PLAN .................................................................................15

ARTICLE IV - ANALYSIS AND VALUATION OF PROPERTY.............................................14

ARTICLE III - FINANCIAL STATUS OF THE DEBTOR.........................................................10

ARTICLE II - REPRESENTATIONS.............................................................................................9

ARTICLE I – INTRODUCTION....................................................................................................3

TABLE OF CONTENTS

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ARTICLE I

INTRODUCTION

Identity of the Debtor

1.01 Debtor filed a voluntary petition for reorganization under Chapter 11 of the United 

States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (“Code”) on June 5, 2023 in the United 

States Bankruptcy Court for the Northern District of Texas, Dallas Division, initiating the abovestyled and referenced bankruptcy proceeding. The Debtor is operating its business as Debtor-inPossession pursuant to Sections 1107 and 1108 of the Code. 

Capitalized words in this Disclosure Statement shall have the meanings assigned to 

them in the Debtor’s Plan of Reorganization.

Purpose of This Disclosure; Source of Information

1.02 The Debtorsubmits this Disclosure Statement pursuant to Section 1125 of the Code 

to all known Claimants of Debtor for the purpose of disclosing that information which the Court 

has determined is material, important, and necessary for Creditors of, and the Members of, Debtor 

in order to arrive at an intelligent, reasonably informed decision in exercising the right to vote for 

acceptance or rejection of the Debtor’s Plan. A copy of the Plan is attached hereto as Exhibit “A”

and incorporated herein by this reference. The Plan sets forth in detail the repayment arrangement 

between the Reorganized Debtor and its creditors. This Disclosure Statement describes the 

operations of the Reorganized Debtor contemplated under the Plan. 

The source of information for this Disclosure Statement is the Debtor’s management and 

records and all filings in this case.

Explanation of Chapter 11

1.03 Chapter 11 is the principal reorganization chapter of the Code. Pursuant to 

Chapter 11, a debtor is authorized to reorganize its business for its own benefit and that of its 

creditors and equity interest holders. Formulation of a plan of reorganization is the principal 

purpose of a Chapter 11 reorganization case. A plan of reorganization sets forth the means for 

satisfying claims against and interests in the debtor. After a plan of reorganization has been filed, 

it must be accepted by holders of claims against, or interests in, the debtor. Section 1125 of the 

Code requires full disclosure before solicitation of acceptances of a plan of reorganization. This 

Disclosure Statement is presented to Claimants to satisfy the requirements of Section 1125 of the

Code. 

Explanation of the Process of Confirmation

1.04 Even if all Classes of Claims accept the plan, its confirmation may be refused by 

the Court. Section 1129 of the Code sets forth the requirements for confirmation and, among other 

things, requires that a plan of reorganization be in the best interests of Claimants. It generally 

requires that the value to be distributed to Claimants and Equity Interest Holders may not be less 

than such parties would receive if the debtor were liquidated under Chapter 7 of the Code. 

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1.05 Acceptance of the plan by the Creditors and Equity Interest Holders is important. 

In order for the plan to be accepted by each class of claims, the creditors that hold at least two 

thirds (2/3) in amount and more than one-half (1/2) in number of the allowed claims actually 

voting on the plan in such class must vote for the plan and the equity interest holders that hold at 

least two-thirds (2/3) in amount of the allowed interests actually voting on the plan in such class 

must vote for the plan. Chapter 11 of the Code does not require that each holder of a claim against, 

or interest in, the debtor vote in favor of the plan in order for it to be confirmed by the Court. The 

plan, however, must be accepted by (i) at least the holder of one (1) class of claims by a majority 

in number and two-thirds (2/3) in amount of those claims of such class actually voting; or (ii) at 

least the holders of one (1) class of allowed interests by two-thirds (2/3) in amount of the allowed 

interests of such class actually voting. 

1.06 The Court may confirm the plan even though less than all of the classes of claims 

and interests accept it. The requirements for confirmation of a plan over the objection of one or 

more classes of claims or interests are set forth in Section 1129(b) of the Code.

1.07 Confirmation makes the plan binding upon the Debtor and all claimants, equity 

interest holders and other parties-in-interest, regardless of whether they have accepted the plan. 

Voting Procedures

1.08 Unimpaired Classes. Class 6 Allowed Equity Interests are not Impaired under the 

Plan and are deemed to have accepted the Plan. 

1.09 Impaired Classes. The Class 1, 2, 3 and 4 Claimants are Impaired as defined by 

Section 1124 of the Code. Class 5 Insider Claims are also Impaired and may vote on the Plan, but 

their votes will not count for or against Confirmation. The Debtor is seeking the acceptance of the 

Plan by Classes 1, 2, 3, 4 and 5. Each holder of an Allowed Claim in Classes 1, 2, 3, 4 and 5 may 

vote on the Plan by completing, dating and signing the Ballot sent to each holder and filing the 

ballot as set forth below. One Ballot will be sent to each Claimant eligible to vote on the Plan. 

For all Classes, the ballot must be returned to the Debtor’s attorney, Joyce Lindauer, Joyce W. 

Lindauer Attorney, PLLC, 1412 Main St., Suite 500, Dallas, Texas 75202, facsimile at (972) 503-

4034 and email at joyce@joycelindauer.com.. In order to be counted, ballots must be RECEIVED

no later than at the time and on the date stated on the ballot. 

1.10 Acceptances. Ballots that are signed and returned but fail to indicate either an 

acceptance or rejection will not be counted.

Best Interests of Creditors Test

1.11 Section 1129(a)(7) of the Code requires that each impaired class of claims or 

interests accept the Plan or receive or retain under the Plan on account of such claim or interest, 

property of a value as of the Effective Date of the Plan, that is not less than the amount that such 

holder would so receive or retain if the Debtor were liquidated under Chapter 7 of the Bankruptcy 

Code. If Section 1111(b)(2) of the Code applies to the claims of such class, each holder of a claim 

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of such class will receive or retain under the Plan, on account of such claim, property of a value, 

as of the Effective Date of the Plan, that is not less than the value of such holder’s interest in the 

estate’s interest in the property that secures such claims. In order for the Plan to be confirmed, the 

Court must determine that the Plan is in the best interests of the Debtor’s creditors. Accordingly, 

the proposed plan must provide the Debtor’s creditors with more than they would receive in a 

Chapter 7 liquidation. Since the Plan proposes to pay all Allowed Claims in full, the Debtor 

believes that creditors are receiving more than they would receive in a Chapter 7 liquidation. 

Accordingly, the Debtor believes that the Plan satisfies the requirements of Section 1129(a)(7).

Definition of Impairment

1.12 As set forth in section 1124 of the Bankruptcy Code, a class of claims or equity 

interests is impaired under a plan of reorganization unless, with respect to each claim or equity 

interest of such class, the plan:

leaves unaltered the legal, equitable, and contractual rights of the holder of such claim 

or equity interest; or

notwithstanding any contractual provision or applicable law that entitles the holder of 

a claim or equity interest to demand or receive accelerated payment of such claim or 

equity interest after the occurrence of a default:

cures any such default that occurred before or after the commencement of the case 

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

of the Bankruptcy Code; reinstates the maturity of such claim or interest as it existed 

before such default; compensates the holder of such claim or interest for any damages 

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

applicable law; and does not otherwise alter the legal, equitable or contractual rights to 

which such claim or interest entitles the holder of such claim or interest.

Classification and Treatment of Claims and Interests

1.13 The Plan classifies Claims separately in accordance with the Bankruptcy Code and 

provides different treatment for different classes of Claims.

1.14 Only holders of Allowed Claims are entitled to receive distributions under the Plan. 

Allowed Claims are Claims that are not in dispute or have been litigated to a Final Order, are not 

contingent, are liquidated in amount, and are not subject to objection or estimation. Initial 

distributions or other transfers of Cash or other consideration specified in the Plan otherwise 

available to the holders of Allowed Claims will be made on the Effective Date, or (b) the date on 

which such Claim becomes an Allowed Claim, as otherwise provided in the Plan, or as may be 

ordered by the Bankruptcy Court.

1.15 In accordance with the Plan, unless otherwise provided in the Plan or the 

Confirmation Order, the treatment of any Claim under the Plan will be in full satisfaction, 

settlement, release, and discharge of and in exchange for each Claim.

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Requirements for Confirmation of the Plan

1.16 At the confirmation hearing, the Bankruptcy Court must determine whether the 

Bankruptcy Code’s requirements for confirmation of the Plan have been satisfied, in which event 

the Bankruptcy Court will enter an order confirming the Plan. As set forth in section 1129 of the 

Bankruptcy Code, these requirements are as follows:

The plan complies with the applicable provisions of the Bankruptcy Code.

The proponents of the plan comply with the applicable provisions of the Bankruptcy 

Code.

The plan has been proposed in good faith and not by any means forbidden by law.

Any payment made or promised by the Debtor, by the plan proponents, or by a person 

issuing securities or acquiring property under the plan, for services or for costs and 

expenses in, or in connection with, the case, or in connection with the plan and incident 

to the case, has been approved by, or is subject to the approval of the Bankruptcy Court 

as reasonable.

The proponent of the plan has disclosed the identity and affiliations of any individual 

proposed to serve, after confirmation of the plan, as a director, officer, or voting trustee 

of the Debtor, an affiliate of the Debtor participating in a joint plan with the Debtor, or 

a successor to the Debtor under the plan; and (B) the appointment to, or continuance 

in, such office of such individual, is consistent with the interests of creditors and equity 

security holders and with public policy; and the proponent of the plan has disclosed the 

identity of any insider that will be employed or retained by the reorganized Debtor, and 

the nature of any compensation for such insider.

Any governmental regulatory commission with jurisdiction, after confirmation of the 

plan, over the rates of the Debtor has approved any rate change provided for in the plan, 

or such rate change is expressly conditioned on such approval.

With respect to each impaired class of claims or interests:

(i) each holder of a claim or interest of such class has (A) accepted the plan or (B) will 

receive or retain under the plan on account of such claim or interest property of a value, 

as of the effective date of the plan, that is not less than the amount that such holder 

would so receive or retain if the Debtor were liquidated on such date under chapter 7 

of the Bankruptcy Code on such date; or (ii) if section 1111(b)(2) of the Bankruptcy 

Code applies to the claims of such class, the holder of a claim of such class will receive 

or retain under the plan on account of such claim property of a value, as of the effective 

date of the plan, that is not less than the value of such holder’s interest in the estate’s 

interest in the property that secures such claims.

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With respect to each class of claims or interests:

(i) such class has accepted the plan; or

(ii) such class is not impaired under the plan.

Except to the extent that the holder of a particular claim has agreed to a different 

treatment of such claim, the plan provides that:

(i) with respect to a claim of a kind specified in section 507(a)(1) or 507(a)(2) 

of the Bankruptcy Code, on the effective date of the plan, the holder of such claim 

will receive on account of such claim cash equal to the allowed amount of such 

claim;

(ii) with respect to a class of claims of a kind specified in section 507(a)(3), 

507(a)(4), 507(a)(5) or 507(a)(6) of the Bankruptcy Code, each holder of a claim 

of such class will receive: (i) if such class has accepted the plan, deferred cash 

payments of a value, as of the effective date of the plan, equal to the allowed amount 

of such claim; or (ii) if such class has not accepted the plan, cash on the effective 

date of the plan equal to the allowed amount of such claim; and

(iii) with respect to a claim of a kind specified in section 507(a)(7) of the 

Bankruptcy Code, the holder of a claim will receive on account of such claim 

deferred cash payments, over a period not exceeding six years after the date of 

assessment of such claim, of a value, as of the effective date of the plan, equal to 

the allowed amount of such claim.

If a class of claims is impaired under the plan, at least one class of claims that is 

impaired has accepted the plan, determined without including any acceptance of the 

plan by any insider holding a claim of such class.

Confirmation of the plan is not likely to be followed by the liquidation, or the need for 

further financial reorganization, of the Debtor or any successor to the Debtor under the 

plan, unless such liquidation or reorganization is proposed in the plan.

All fees payable under 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the 

hearing on confirmation of the plan, have been paid or the plan provides for the 

payments of all such fees on the effective date of the plan.

The plan provides for the continuation after its effective date of payment of all retiree 

benefits, as that term is defined in section 1114 of the Bankruptcy Code, at the level 

established pursuant to subsection (e)(1)(B) or (g) of section 1114, at any time prior to 

confirmation of the plan, for the duration of the period the Debtor has obligated itself 

to provide such benefits.

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The Debtor believes that the Plan satisfies all the statutory requirements of chapter 11 

of the Bankruptcy Code, that The Debtor has complied with or will have complied with 

all the requirements of chapter 11, and that the Plan is proposed in good faith.

At the Confirmation Hearing, the Bankruptcy Court will determine whether holders of 

Allowed Claims or Allowed Equity Interests would receive greater distributions under 

the Plan than they would receive in a liquidation under chapter 7.

The Debtor believes that the feasibility requirement for confirmation of the Plan is 

satisfied by the fact that the future operating revenues will be sufficient to satisfy the 

obligations under the Plan in addition to supporting sustainable growth of the 

enterprise. These facts and others demonstrating the confirmability of the Plan will be 

shown at the Confirmation Hearing.

Cramdown

1.17 The bankruptcy court may confirm a plan of reorganization even though fewer than 

all the classes of impaired claims and interests accept it. For a plan of reorganization to be 

confirmed despite its rejection by a class of impaired claims or interests, the proponents of the plan 

must show, among other things, that the plan does not “discriminate unfairly” and that the plan is 

“fair and equitable” with respect to each impaired class of claims or interests that has not accepted 

the plan. 

1.18 “Fair and equitable” has different meanings with respect to the treatment of secured 

and unsecured claims. As set forth in section 1129(b)(2) of the Bankruptcy Code, those meanings 

are as follows:

With respect to a class of secured claims, the plan provides:

(a)(i) that the holders of such claims retain the liens securing such claims, whether the 

property subject to such liens is retained by the Debtor or transferred to another entity, to 

the extent of the allowed amount of such claims; and

(ii) that each holder of a claim of such class receive on account of such claim deferred cash 

payments totaling at least the allowed amount of such claim, of a value, as of the effective 

date of the plan, of at least the value of such holder’s interest in the estate’s interest in such 

property;

(b) for the sale, subject to section 363(k) of the Bankruptcy Code, of any property that is 

subject to the liens securing such claims, free and clear of such liens, with such liens to 

attach to the proceeds of such sale, and the treatment of such liens on proceeds under clause 

(a) and (b) of this subparagraph; or

(c) the realization by such holders of the “indubitable equivalent” of such claims.

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With respect to a class of unsecured claims, the plan provides(a) that each holder of a claim of 

such class receive or retain on account of such claim property of a value, as of the effective date 

of the plan, equal to the allowed amount of such claim; or

(b) the holder of any claim or interest that is junior to the claims of such class will not 

receive or retain under the plan on account of such junior claim or interest any property, 

except that in a case in which the debtor is an individual, the debtor may retain property 

included in the estate under section 1115 subject to the requirements that a) the value, as of 

effective date of the plan, of the property to be distributed under the plan on account of such 

claim is not less than the amount of such claim; or (b) the value of property to be distributed 

under the plan is not less than the projected disposable income of the debtor (as defined in 

section 1325(b)(2)) to be received during the 5-year period beginning on the date that the 

first payment is due under the plan, or during the period for which the plan provides 

payments, whichever is longer. 

With respect to a class of interests, the plan provides:

(a) that each holder of an interest of such class receive or retain on account of such interest 

property of a value, as of the effective date of the plan, equal to the greatest of the allowed 

amount of any fixed liquidation preference to which such holder is entitled, any fixed 

redemption price to which such holder is entitled or the value of such interest; or

(b) that the holder of any interest that is junior to the interests of such class will not receive 

or retain under the plan on account of such junior interest any property.

1.19 In the event that one or more classes of Impaired Claims reject the Plan, the 

Bankruptcy Court will determine at the Confirmation Hearing whether the Plan is fair and 

equitable with respect to, and does not discriminate unfairly against, any rejecting Impaired class 

of Claims. The absolute priority rule requires that prior to the Debtor retaining or receiving any 

non-exempt property the senior classes of claims must be paid in full or vote to accept the Plan. 

The Debtor believes the Plan does not discriminate unfairly against, and is fair and equitable 

with respect to, each Impaired class of Claims.

ARTICLE II

REPRESENTATIONS

2.01 This Disclosure Statement is provided pursuant to Section 1125 of the Code to all 

the Debtor’s known Creditors and other parties in interest in connection with the solicitation of 

acceptance of its Plan of reorganization, as amended or modified. The purpose of this Disclosure 

Statement is to provide such information as will enable a hypothetical, reasonable investor, typical 

of the holders of Claims, to make an informed judgment in exercising its rights either to accept or 

reject the Plan. 

2.02 The information contained in this Disclosure Statement has been derived from 

information submitted by the Debtor, unless specifically stated to be from other sources.

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2.03 No representations concerning the Debtor are authorized by the Debtor other than 

those set forth in this Disclosure Statement. The Debtor recommends that any representation or 

inducement made to secure your acceptance or rejection of the Plan which is not contained in this 

Disclosure Statement should not be relied upon by you in reaching your decision on how to vote 

on the Plan. Any representation or inducement made to you not contained herein should be 

reported to the attorneys for the Debtor who shall deliver such information to the Court for such 

action as may be appropriate. 

2.04 ANY BENEFITS OFFERED TO THE CREDITORS ACCORDING TO THE 

PLAN WHICH MAY CONSTITUTE “SECURITIES” HAVE NOT BEEN APPROVED OR 

DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

(“SEC”), THE TEXAS SECURITIES BOARD, OR ANY OTHER RELEVANT 

GOVERNMENTAL AUTHORITY IN ANY STATE OF THE UNITED STATES. IN 

ADDITION, NEITHER THE SEC, NOR ANY OTHER GOVERNMENTAL AUTHORITY HAS 

PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE OR UPON THE 

MERITS OF THE PLAN. ANY REPRESENTATIONS TO THE CONTRARY MAY BE A 

CRIMINAL OFFENSE. 

2.05 THE INFORMATION CONTAINED HEREIN HAS NOT BEEN SUBJECT TO 

A CERTIFIED AUDIT. FOR THE FOREGOING REASON, AS WELL AS BECAUSE OF THE 

IMPOSSIBILITY OF MAKING ASSUMPTIONS, ESTIMATES AND PROJECTIONS INTO 

THE FUTURE WITH ACCURACY, THE DEBTOR IS UNABLE TO WARRANT OR 

REPRESENT THAT THE INFORMATION CONTAINED HEREIN IS COMPLETELY 

ACCURATE, ALTHOUGH EVERY REASONABLE EFFORT HAS BEEN MADE TO 

ENSURE THAT SUCH INFORMATION IS ACCURATE. THE APPROVAL BY THE COURT 

OF THIS DISCLOSURE DOES NOT CONSTITUTE AN ENDORSEMENT BY THE COURT 

OF THE PLAN OR GUARANTEE THE ACCURACY OR COMPLETENESS OF THE 

INFORMATION CONTAINED HEREIN. 

2.06 THE DEBTOR BELIEVES THAT THE PLAN WILL PROVIDE CLAIMANTS 

WITH MORE THAN THEY WOULD RECEIVE IN A LIQUIDATION OF THE DEBTOR’S 

ASSETS, AND SHOULD BE ACCEPTED. CONSEQUENTLY, THE DEBTOR URGES THAT 

CLAIMANTS VOTE FOR THE PLAN. 

2.07 THE DEBTOR DOES NOT WARRANT OR REPRESENT THAT THE 

INFORMATION CONTAINED HEREIN IS CORRECT, ALTHOUGH GREAT EFFORT HAS 

BEEN MADE TO BE ACCURATE. THE STATEMENTS CONTAINED IN THIS 

DISCLOSURE ARE MADE AS OF THE DATE HEREOF UNLESS ANOTHER TIME IS 

SPECIFIED HEREIN.

ARTICLE III

FINANCIAL STATUS OF THE DEBTOR

Financial History and Background of the Debtor

3.01 The Plan is a Plan of Reorganization. The Debtor will continue its business after 

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Confirmation of this Plan. The Debtor is the owner of the real property located at 8100 Lakeview 

Parkway, Rowlett, Texas 75088 (the “Property”). Under the Plan the Debtor will make installment 

payments with interest to all Creditors pending the sale of the Property, and once the property is 

sold the Debtor will pay all Claims in full. The owner of the Equity Interests in the Debtor (the 

“Owner”) will provide the funds to make the Plan payments called for by this Plan.

3.02 Assets. The Debtor’s scheduled aggregate assets in the amount of $1,620,000.00 as 

of the Petition Date, consisting of the Property.

3.03 Liabilities. The Debtor scheduled aggregate liabilities in the amount of 

$422,000.00 as of the Petition Date. The Debtor scheduled a Secured Claim of $410,000.00 held 

by 8100 Lakeview, LLC in its original Schedules of Assets and Liabilities, which was superseded 

by a proof of claim filed by 8100 Lakeview, LLC in the amount of $439,328.75. The Debtor also 

scheduled an Unsecured Claim of $12,000.00 held by KC Capital Group, LLC in an amendment 

to the Schedules. Secured Tax Claims were filed by Garland ISD and Dallas County in the 

amounts of $9,319.60 and $8,145.72, respectively. 

For a complete listing and explanation of the Debtor’s assets and liabilities as of the Petition 

Date, parties should refer to the Schedules of Assets and Liabilities and any amendments thereto 

filed in this bankruptcy case. 

In an Objection to the original version of this Disclosure Statement1, 8100 Lakeview, LLC 

(“Lakeview”) made the below allegations regarding the Debtor’s loan history with Lakeview and 

the claim of KC Capital Group, LLC. The Debtor does not necessarily agree with these allegations 

but lists them below in the interest of full disclosure, along with the Debtor’s responses:

a. Debtor fails to disclose its loan history with 8100 Lakeview in that the loan commenced 

on November 30, 2022 and Debtor only made one (1) payment.

[Debtor’s response: It is correct that the loan commenced on November 30, 2022 

and Debtor only made one (1) payment. The Debtor’s inability to meet all its 

financial obligations is the reason for filing this Chapter 11 case.]

b. Debtor fails to disclose that it defaulted with its previous lender, Frost Bank.

[Debtor’s response: It is correct that the Debtor defaulted with its previous lender, 

Frost Bank. The Debtor’s inability to meet all its financial obligations is the reason 

for filing this Chapter 11 case.]

c. Debtor fails to disclose that its principals – Luis Usuga and Maria Usuga -- have been 

sued in the 68th Judicial District Court of Dallas County, Texas, Cause No. DC-23-

04204 (“State Court Suit”) under guarantees of the Promissory Note entered into with 

8100 Lakeview.

1 See Lakeview’s Objecon to the Adequacy of the Disclosure Statement at Docket No. 33.

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[Debtor’s response: It is correct that Luis Usuga and Maria Usuga have been sued 

on the guaranties in the State Court Suit.]

d. Debtor fails to disclose the potential effect of an adverse judgement against the 

principals in the State Court Suit, and what negative effect that would have on Debtor’s 

projections in this bankruptcy matter.

[Debtor’s response: The Debtor does not believe an adverse judgment against its 

principals would have a significant effect on its financial projections. Under the 

Plan the Debtor proposes to sell the Property as quickly as possible, which will 

generate more than enough sale proceeds to fund the Plan. The principals of the 

Debtor intend to continue to litigate the State Court Suit. Although it is possible 

that a judgment will be entered against Luis Usuga and Maria Usuga in the State 

Court Suit, this will not affect the sale of the Property and the satisfaction of all 

Claims in this case, including Lakeview’s Claim. In the interim, the Usugas have 

committed to funding installment payments to creditors from the income they 

derive from the medical practice owned by Maria Usuga.

e. Debtor fails to disclose the suspicious nature of the unsecured claim of KC Capital, 

including the Debtor’s previous testimony on three different occasions that there were 

no unsecured creditors.

[Debtor’s response: The Debtor denies that the claim of KC Capital is suspicious. 

The Debtor scheduled the claim of KC Capital upon recently learning of its 

existence. KC Capital fully explained the origins of its claim in its response to 

Lakeview’s objection to the claim.2 According to KC Capital’s response, the claim 

is for consulting fees and expenses incurred in 2019 as KC Capital assisted the 

Debtor in forming a “joint development syndication” for the purpose of refinancing 

or selling certain Property. KC Capital paid the retainer for a securities lawyer, paid 

for the Debtor’s formation documents, and otherwise provided consulting services 

and guidance first to the Usugas and then, upon the formation of the Debtor, to the 

Debtor.]

f. Debtor fails to disclose why the scheduled amount of the KC Capital unsecured claim 

does not match the amount of the suspicious invoice.

[Debtor’s response: The difference in the amount scheduled ($12,000.00) and the 

amount of the invoice ($11,671.25) is inconsequential.]

2 See Lakeview’s Objection to the Scheduled Claim of KC Capital Group LLC (Dkt. 32).

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g. Debtor fails to disclose the true amount of 8100 Lakeview’s secured claim which 

includes pre-Petition attorneys’ fees and interest at the contract rate through the Petition 

Date, and that pursuant to such Promissory Note, 8100 Lakeview is entitled to its postpetition attorneys’ fees, interest and costs.

[Debtor’s response: The amount of the proof of claim filed by Lakeview is stated 

above. Because the value of the Property exceeds the amount of the claim, 

Lakeview is entitled to seek payment of its post-petition attorneys’ fees, interest 

and costs.]

h. Debtor fails to disclose any current financial information on the funder of the Plan. All 

financial information provided is almost two (2) years old.

[Debtor’s response: Attached hereto as Exhibit “C” are the complete federal tax 

returns for tax years 2020 and 2021 filed by Dr. Deleons Woman’s Healthcare 

Clinic PA, the owner of which is Maria Usuga. Ms. Usuga will use the profits from 

the medical clinic to fund the payments under the Plan until the Property is sold. 

The Debtor submits that these tax returns are adequate to demonstrate the ability of 

Ms. Usuga to fund the Plan payments.]

i. Debtor fails to disclose how it arrived at its proposed interest rate.

[Debtor’s response: The Debtor proposed an interest rate of 7% to be paid to Lakeview 

under the Plan because the proposed rate satisfies the requirements of 11 U.S.C. 

Section 1129(b).]

Current Operations

3.04 The Debtor’s current operations will be reflected in its monthly operating reports 

filed with the Court. 

Projected Income and Expenses, Post-Confirmation Management

3.05 The Debtor’s projections of Plan payments are set forth on Exhibit “B” attached 

hereto. 

Post-Confirmation management of the Debtor shall continue to be Maria Usuga, managing 

member of the Debtor.

Source of Information for Disclosure Statement

3.06 The source of information for this Disclosure Statement is the Debtor and its 

records, as well as the filings in this case. 

 

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ARTICLE IV

CHAPTER 7 LIQUIDATION ANALYSIS 

4.01 Section 1129(a)(7) of the Bankruptcy Code requires that a Chapter 11 plan of 

reorganization must provide at least as much value to each Impaired Creditor as could be realized 

in a liquidation under Chapter 7 of the Bankruptcy Code. 

In determining whether the requirements of Section 1129(a)(7) of the Bankruptcy Code 

have been met, the first step is to determine the dollar amount that would be generated from a 

hypothetical liquidation of the Debtor’s assets in Chapter 7. Such amounts must then be reduced 

by the costs and expenses of the liquidation. Further reductions would be required to eliminate 

cash and asset liquidation proceeds that would be applied to Secured Claims and amounts 

necessary to satisfy Priority Claims that are senior to general Unsecured Claims (and 

Administrative Expense Claims that may result from the termination of the Debtor’s business and 

the liquidation of its assets).

4.02 Asset Values

As of the Petition Date the Debtor owned the Assets described in Section 3.02 above. All 

the Debtor’s property is Collateral for the Secured Claim of 8100 Lakeview, LLC. The Debtor 

believes that in a Chapter 7 case the trustee would allow 8100 Lakeview, LLC to foreclose on its 

collateral. The Debtor estimates that in such a foreclosure the proceeds of sale would be 

approximately 75% of the Property’s market value.

4.03 Liquidation Analysis

Liabilities are shown in the amounts scheduled by the Debtor.

Assets in Chapter 7 liquidation

Property (75% of market value) $1,215,000.00

Total Assets in Ch. 7 $1,215,000.00

Liabilities

Administrative Expenses and US Trustee Fees $10,0003

Secured Claims of Garland ISD $9,320

Secured Claims of Dallas County $8,146

Secured Claims of 8100 Lakeview, LLC $439,329

General Unsecured Claims $11,672

Insider Claims $0

Total Liabilities $478,467

3 Debtor’s esmate.

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NET WORTH IN CH. 7 LIQUIDATION $736,533

NOTE:

 This Plan pays all Allowed Secured and Unsecured Claims in full, with interest. 

Therefore, the Plan pays Claimants at least as much as they would receive in a 

Chapter 7 liquidation.

ARTICLE V

SUMMARY OF THE PLAN

The Debtor designates the following Classes of Claims and Interests pursuant to 

Bankruptcy Code Section 1123. 

CLASSIFICATION OF CLAIMS

Class 1: Allowed Secured Claims of Garland ISD 

Class 2: Allowed Secured Claims of Dallas County

Class 3: Allowed Secured Claims of 8100 Lakeview, LLC

Class 4: Allowed General Unsecured Claims Other than Insider Claims

Class 5: Allowed Insider Claims

Class 6: Allowed Equity Interests

ARTICLE VI

PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS

A. A. NON-CLASSIFIED CLAIMS. The following Claims are not classified, pursuant to 

Bankruptcy Code Section 1123: 

Treatment of Administrative Claims. Each holder of an Administrative Claim other than 

Professional Fee Administrative Claims shall receive, in full satisfaction, settlement, release, and 

discharge of, and in exchange for, such Allowed Administrative Claim, (i) Cash equal to the unpaid 

portion of such Allowed Administrative Claim or (ii) such other treatment as to which the Debtor 

and such holder shall have agreed upon in writing; provided, however, that Allowed 

Administrative Claims with respect to liabilities incurred by the Debtor in the ordinary course of 

business during the Bankruptcy Case shall be paid in the ordinary course of business in accordance 

with the terms and conditions of any agreements relating thereto. On or before the Effective Date, 

the Debtor or Reorganized Debtor shall pay or have paid in full all Allowed Administrative Claims. 

All Allowed Administrative Claims shall be paid by the Reorganized Debtor when they are due 

until the Bankruptcy Case is closed pursuant to a final decree, order of dismissal, or order of 

conversion. Until entry of such an order, the Reorganized Debtor shall file with the Bankruptcy 

Court and serve upon the United States Trustee a quarterly financial report. Any administrative 

ad valorem tax claims shall be paid pursuant to otherwise applicable state law.

Treatment of Professional Fee Administrative Claims. All persons who are awarded 

compensation or reimbursement of expenses by the Bankruptcy Court in accordance with sections 

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330 or 331 of the Bankruptcy Code or entitled to the priorities established pursuant to sections 

503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code, shall be paid in full, in Cash, 

the amounts allowed by the Bankruptcy Court on the later of the Effective Date or the date on 

which the order allowing such Claim becomes a Final Order, or upon such other terms as may be 

mutually agreed upon between such holder of an Allowed Professional Fee Claim and the 

Reorganized Debtor.

Treatment of Priority Tax Claims. Priority Tax Claims, if any, shall be paid in full in 

48 equal monthly installments of principal plus interest accruing from the Petition Date at the rate 

of 12% per annum. Equal payments of principal and interest will commence on the first day of 

the first month after the Effective Date and continue on the first day of each month thereafter until 

the Claims are paid in full. The Debtor does not believe any such Claims exist.

Treatment of Other Priority Claims. All Priority Unsecured Claims other than Priority 

Tax Claims, if any, will be paid in full over a period of six (6) months, with interest accruing from 

the Effective Date at the rate of 2% per annum. Equal payments of principal and interest will 

commence on the first day of the first month after the Effective Date and continue on the first day 

of each month thereafter until the Claims are paid in full. The Debtor does not believe any such 

Claims exist.

Title 28 U.S.C. Section 1930 Fees. The Reorganized Debtor shall pay all postConfirmation fees assessed by the Office of the United States Trustee until this Case is closed by 

the Court or the Reorganized Debtor is otherwise released from such obligations by the Court.

B. CLASSIFIED CLAIMS. The following Claims are classified pursuant to Bankruptcy Code 

Section 1123, and are treated as follows:

General Provisions Regarding Treatment of Claims.

No pre-payment penalty. No Claimant shall be entitled to a pre-payment penalty if their 

Claim is paid early.

Plan voting. Impaired Claims are entitled to vote to accept or reject the Plan.

Default remedies. Debtor/Reorganized Debtor shall have twenty (20) days after notice to 

cure any default under the plan. In the event the Debtor/Reorganized Debtor fails to cure 

the default within 20 days after receipt of written notice from the affected Claimant, the 

Claimant shall be entitled to pursue collection of all amounts owed pursuant to state law 

outside of the Bankruptcy Court. The Debtor/Reorganized Debtor shall only be entitled to 

two notices of default. In the event of a third default, the Claimant shall be entitled to 

pursue collection of all amounts owed pursuant to contract or state law outside the 

Bankruptcy Court without further notice. 

Lien rights. Allowed Secured Creditors shall retain their pre-Petition Date Liens until paid 

in full as provided in this Plan.

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Bifurcation of Partially Secured Claims. Should the value of the Collateral securing a 

Secured Claim be less than the amount of the Claim, the Claim will be bifurcated into a 

Secured Claim equal to the value of the Collateral and a general Unsecured Claim for the 

remainder, pursuant to Bankruptcy Code §506(d). 

Class 1: Allowed Secured Claims of Garland Independent School District

These Claims shall be paid in full by the Reorganized Debtor’s payment of equal, 

consecutive monthly installments of principal and interest commencing on the first day of the first 

full month following the Effective Date and continuing through sixty (60) months from the Petition 

Date. Interest shall accrue at the rate of twelve percent (12%) per annum from the Petition Date 

until these Claims are paid in full. In the event the Reorganized Debtor sells, conveys, or transfers 

the Property before the expiration of 60 months from the Petition Date, these Claims shall be paid 

in full at the closing of the sale or transfer. These Claims are IMPAIRED.

Class 2: Allowed Secured Claims of Dallas County

These Claims shall be paid in full by the Reorganized Debtor’s payment of equal, 

consecutive monthly installments of principal and interest commencing on the first day of the first 

full month following the Effective Date and continuing through sixty (60) months from the Petition 

Date. Interest shall accrue at the rate of twelve percent (12%) per annum from the Petition Date 

until these Claims are paid in full. In the event the Reorganized Debtor sells, conveys, or transfers 

the Property before the expiration of 60 months from the Petition Date, these Claims shall be paid

in full at the closing of the sale or transfer. These Claims are IMPAIRED.

Class 3: Allowed Secured Claims of 8100 Lakeview, LLC

These Claims shall be paid in full by the Reorganized Debtor’s payment of equal, 

consecutive monthly installments of principal and interest commencing on the first day of the first 

full month following the Effective Date and continuing through sixty (60) months from the Petition

Date. The Allowed Claim amount shall be amortized over 15 years so that the final payment at the 

end of the Plan term shall be a balloon payment. Interest shall accrue at the rate of seven percent 

(7%) per annum from the Effective Date until these Claims are paid in full. In the event the 

Reorganized Debtor sells, conveys, or transfers the Property before the expiration of 60 months 

from the Effective Date, these Claims shall be paid in full at the closing of the sale or transfer. 

These Claims are IMPAIRED.

Class 4: Allowed General Unsecured Claims other than Insider Claims 

Class 4 Claimants shall be paid 100 percent (100%) of their claims over thirty-six (36) 

months from the Effective Date. Equal payments of principal and interest at 2% per annum shall 

commence on the first day of the first month following the Effective Date and continue on the first 

day of each month thereafter for a total of 36 months. In the event the Reorganized Debtor sells, 

conveys, or transfers the Property before the expiration of 36 months from the Effective Date, 

these Claims shall be paid in full at the closing of the sale or transfer. These Claims are

IMPAIRED.

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Class 5: Allowed Insider Claims 

Class 5 shall consist of the Allowed Claims of Insiders of the Debtor. Class 5 Claims shall 

receive nothing under this Plan. These Claims are IMPAIRED.

Class 6 - Allowed Equity Interests

Class 6 shall consist of Allowed Equity Interests in the Debtor. Class 6 Interests shall be 

retained by their owners but shall receive no dividends or other distributions on these Interests 

until Classes 1 – 4 are paid in full pursuant to this Plan. These Interests are not Impaired.

ARTICLE VII

MEANS FOR IMPLEMENTATION OF PLAN

7.01 Implementation of Plan. This Plan will be substantially consummated by the 

commencement of payments as called for above. The Reorganized Debtor will promptly market 

the Property for sale and use the proceeds of sale to pay all Claims in full. Until the sale occurs 

the Plan payments described above will be funded by the Owner of the Debtor. The Owner of the 

Debtor operates a medical practice and the medical practice will make the payments called for by 

the Plan. .

The Debtor’s projections for sources and uses of cash, including payments to be made 

under the Plan, are attached hereto as Exhibit B. Debtor’s owner, Maria Usuga, will provide funds 

to make payments to Allowed Claimants in the event the Debtor does not have sufficient operating 

income to make such payments. Ms. Usuga owns a separate medical practice, Dr Deleons Woman’s 

Healthcare Clinic PA, which will fund these payments. A copy of Dr Deleons Woman’s Healthcare 

Clinic PA’s recent tax returns are attached hereto as Exhibit “C” and incorporated herein by this 

reference.

ARTICLE VIII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

8.01 Assumption and Rejection of Executory Contracts and Unexpired Leases. All 

executory contracts and unexpired leases not expressly assumed by the Debtor as of the 

Confirmation Date are hereby REJECTED by this Plan. 

8.02 Reservation of Rights. The Debtor shall have the right to assume or reject, 

pursuant to Bankruptcy Code Section 365, prior to the Confirmation Date, any executory contract 

or unexpired lease of real property (to the extent permitted under the Bankruptcy Code) and to the 

terms of this Plan.

8.03 Bar Date for Claims Based on Rejection. If the rejection of an executory contract 

or an unexpired lease results in damages to the other party or parties to such contract or lease, a 

Claim for such damages shall be forever barred and shall not be enforceable against the 

Reorganized Debtor or its properties or agents, successors, or assigns, unless a proof of Claim is 

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filed with the Bankruptcy Court and served upon the Debtor, by the earlier of (a) the end of the 

month following the period in which the Effective Date occurs or (b) such other deadline as the 

Court may set for asserting a Claim for such damages. Any Rejection Claim arising from the 

rejection of an unexpired lease or executory contract shall be treated as a General Unsecured 

Claim; provided, however, that any Rejection Claim based upon the rejection of an unexpired lease 

of real property either prior to the Confirmation Date or upon the entry of the Confirmation Order 

shall be limited in accordance with section 502(b)(6) of the Bankruptcy Code and state law 

mitigation requirements. Nothing contained herein shall be deemed an admission that such 

rejection gives rise to or results in a Claim or shall be deemed a waiver of any objections to such 

Claim if asserted.

ARTICLE IX

FEASIBILITY OF PLAN

9.01 The Debtor asserts that its Plan is feasible based on Exhibits “B” and “C”. The 

funds necessary to fund the Plan will come from the Owner of the Equity Interests in the Debtor 

and the sale of the Property. All causes of action shall remain fully vested in the Reorganized 

Debtor. The failure to identify a claim or cause of action is not specifically a waiver of such claim 

or cause of action. 

Procedure for Filing Proofs of Claims and Proofs of Interests

9.02 All proofs of claims and proofs of interests must be filed by those Claimants and 

Equity Interest Holders who have not filed such instruments on or before the Bar Date fixed by 

the Court. 

9.03 If Claimants have already filed a proof of claim with the Court or are listed in the 

Debtor’s Schedules as holding non-contingent, liquidated and undisputed claims, a proof of claim 

need not be filed. The schedules and amendments thereto are on file with the Court and are open 

for inspection during regular Court hours. If the equity security interest of an Equity Interest 

Holder is properly reflected in the book and records of the Debtor, a proof of interest need not be 

filed.

ARTICLE X

ALTERNATIVES TO DEBTOR’S PLAN

10.01 If this Plan is not confirmed, the Debtor’s bankruptcy case may be converted to a 

case under Chapter 7 of the Code, in which case a trustee would be appointed to liquidate the assets 

of the Debtor for distribution to its Creditors in accordance with the priorities of the Code. It is 

also possible that the Debtor’s case may be dismissed if this Plan is not confirmed. 

ARTICLE XI

RISKS TO CREDITORS UNDER THE PLAN

11.01 Claimants should be aware that there are a number of substantial risks involved in 

consummation of the Plan. The Plan contemplates that the sale of lots will generate income 

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sufficient to pay the Debtor’s obligations under the Plan. The Debtor does not “guarantee” that 

the expenses will equal those in the projections; however, the Debtor believes that the projections 

are reasonable. The Debtor anticipates that the Reorganized Debtor will meet its projections and 

will be able to pay back its creditors as set forth herein. 

ARTICLE XII

TAX CONSEQUENCES TO THE DEBTOR

12.01 TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT 

CIRCULAR 230, HOLDERS OF CLAIMS ARE HEREBY NOTIFIED THAT: (A) ANY 

DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES IN THIS DISCLOSURE 

STATEMENT IS NOT INTENDED OR WRITTEN TO BE USED OR RELIED UPON, AND 

CANNOT BE USED OR RELIED UPON, BY HOLDERS OF CLAIMS OR INTERESTS OR 

ANY OTHER PERSONS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE 

IMPOSED ON HOLDERS OF CLAIMS OR ANY OTHER PERSONS UNDER THE 

INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN IN 

CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF 

U.S. TREASURY DEPARTMENT CIRCULAR 230) OF THE TRANSACTIONS OR 

MATTERS ADDRESSED HEREIN; AND (C) HOLDERS OF CLAIMS AND INTERESTS 

SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN 

INDEPENDENT TAX ADVISER.

A. Introduction

The following discussion summarizes certain material U.S. federal income tax 

consequences of the Plan to the Debtor and holders of Claims and Interests. The summary is 

provided for general informational purposes only and is based on the United States Internal 

Revenue Code of 1986, as amended (the “Tax Code”), the treasury regulations promulgated 

thereunder, judicial authority and current administrative rulings and practice, all as in effect as of 

the date hereof (except as otherwise noted below with regard to the American Recovery and 

Reinvestment Act of 2009), and all of which are subject to change, possibly with retroactive effect. 

Changes in any of these authorities or in their interpretation could cause the United States federal 

income tax consequences of the Plan to differ materially from the consequences described below. 

The United States federal income tax consequences of the Plan are complex and in important 

respects uncertain. No ruling has been requested from the Internal Revenue Service (the 

“Service”); no opinion has been requested from Debtors’ or The Debtor’s counsel concerning any 

tax consequence of the Plan; and no tax opinion is given by this Disclosure Statement.

The following discussion does not address all aspects of federal income taxation that may be 

relevant to a particular holder of a Claim or Interest in light of its particular facts and circumstances 

or to particular types of holders of Claims subject to special treatment under the Tax Code. For 

example, the discussion does not address issues of concern to broker-dealers or other dealers in 

securities, or foreign (non-U.S.) persons, nor does it address any aspects of state, local, or foreign 

(non-U.S.) taxation, or the taxation of holders of Interests in a Debtor. In addition, a substantial 

amount of time may elapse between the Confirmation Date and the receipt of a final distribution 

under the Plan. Events subsequent to the date of this Disclosure Statement, such as the enactment 

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of additional tax legislation, court decisions or administrative changes, could affect the federal 

income tax consequences of the Plan and the transactions contemplated hereunder.

THE DISCUSSION THAT FOLLOWS IS NOT A SUBSTITUTE FOR CAREFUL TAX 

PLANNING AND PROFESSIONAL TAX ADVICE BASED ON THE INDIVIDUAL 

CIRCUMSTANCES OF EACH HOLDER OF A CLAIM OR INTEREST. EACH HOLDER 

OF A CLAIM OR INTEREST IS URGED TO CONSULT WITH ITS TAX ADVISORS 

REGARDING THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES 

OF THE PLAN.

B. Certain Definitions

Except as expressly otherwise provided or unless the context otherwise requires, all capitalized 

terms not otherwise defined herein or in the Plan shall have the respective meanings assigned to 

them in this Article.

“COD” shall mean cancellation of indebtedness income.

“NOL” shall mean net operating loss.

C. Certain Material Federal Income Tax Consequences to the Debtor

Cancellation of a debtor’s debt is generally taxable income to the Debtor. COD is the amount by 

which the indebtedness of a debtor discharged exceeds any consideration given in exchange 

therefore. Cancellation of a debt may not necessarily be COD, however. To the extent that a debtor 

is insolvent, or if a Debtor is in bankruptcy, as is the case here, the Tax Code permits the debtor to 

exclude the COD from its gross income. The statutory exclusion for COD in a title 11 case 

generally excludes COD from gross income if the discharge is granted by a court to a debtor under 

its jurisdiction in a title 11 case, as is sought herein.

The price for the bankruptcy COD exclusion (as well as the insolvency exclusion) is reduction of 

the debtor’s tax attributes to the extent of the COD income, generally in the following order: NOLs 

for the year of the discharge and NOL carryovers from prior years; general business tax credit 

carryovers; minimum tax credit available as of the beginning of the year following the year of 

discharge; net capital loss for the year of discharge and capital loss carryovers from prior years; 

basis of the debtor’s assets; passive activity loss and credit carryovers from the year of discharge; 

and foreign tax credit carryovers to or from the year of discharge. The reduction of attributes does 

not occur until after the end of the debtor’s tax year in which the COD occurred, so they are 

available to the debtor in determining the amount of its income, loss and tax liability for the year 

of discharge.

As a result of the implementation of the Plan, the Debtor may have COD and potential attribute 

reduction. Because any reduction in tax attributes does not effectively occur until the first day of 

the taxable year following the taxable year in which the COD is incurred, any resulting COD, on 

its own, should not impair the ability of the Debtor to use their tax attributes (to the extent 

otherwise available) to reduce their tax liability, if any, otherwise resulting from the 

implementation of the Plan.

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Under section 382 of the Tax Code, if a corporation undergoes an “ownership shift,” the amount 

of its Pre-Change Losses that may be utilized to offset future taxable income generally is subject 

to an annual limitation. The Plan calls for an ownership change and as such any current owner of 

the Debtor should consult his own tax adviser concerning the effect of the Plan.

The United States federal income tax consequences of payment of Allowed Claims pursuant to the 

Plan will depend on, among other things, the consideration received, or deemed to have been 

received, by the holder of the Allowed Claim, whether such holder reports income on the accrual 

or cash method, whether such holder receives distributions under the Plan in more than one taxable 

year, whether such holder’s Claim is allowed or disputed at the Effective Date, whether such holder 

has taken a bad debt deduction or worthless security deduction with respect to its Claim.

In general, a holder of a Claim should recognize gain or loss equal to the amount realized under 

the Plan in respect of its Claim less the amount of such holder’s basis in its Claim. Any gain or 

loss recognized in the exchange may be long-term or short-term capital gain or loss or ordinary 

income or loss, depending upon the nature of the Claim and the holder, the length of time the 

holder held the Claim and whether the Claim was acquired at a market discount. If the holder 

realizes a capital loss, its deduction of the loss may be subject to limitations under the Tax Code. 

The holder’s aggregate tax basis for any property received under the Plan generally will equal the 

amount realized. The amount realized by a holder generally will equal the sum of the cash and the 

fair market value of any other property received (or deemed received) by the holder under the Plan 

on the Effective Date and/or any subsequent distribution date, less the amount (if any) allocable to 

Claims for interest. All holders of Allowed Claims are urged to consult their tax advisors. A 

holder of a Claim constituting an installment obligation for tax purposes may be required to 

recognize currently any gain remaining with respect to the obligation if, pursuant to the Plan, the 

obligation is considered to be satisfied at other than its face value, distributed, transmitted, sold or 

otherwise disposed of within the meaning of Section 453B of the Tax Code.

If the creditors give up all or a portion of their debt in return for stock the Company would change 

the debt to equity on its books and the Creditor would own their stock with a cost basis equal to 

the amount of debt given up to purchase it.

D. Importance of Obtaining Professional Tax Assistance

The foregoing discussion is intended only as a summary of certain U.S. federal income tax 

consequences of the Plan, and is not a substitute for careful tax planning with a tax professional. 

The above discussion is for general information purposes only and is not tax advice. The tax 

consequences are in many cases uncertain and may vary depending on a holder’s individual 

circumstances.

HOLDERS OF CLAIMS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS 

ABOUT THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE 

PLAN.

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ARTICLE XIII

PENDING LITIGATION

13.01 8100 Lakeview, LLC filed an Objection to the Scheduled Claim of KC Capital 

Group LLC (Dkt. 32). The Objection had not been set for a hearing at the time of filing of this 

Disclosure Statement.

ARTICLE XIV

SUMMARY OF SIGNIFICANT ORDERS ENTERED DURING THE CASE

14.01 The Court entered an order on August 14, 2023 granting the Debtor’s Application 

to employ Joyce W. Lindauer as the attorney for the Debtor in this Case.

Dated: October 20, 2023

Respectfully Submitted By: 

 /s/ Joyce W. Lindauer

Joyce W. Lindauer

State Bar No. 21555700

Joyce W. Lindauer Attorney, PLLC

1412 Main St. Suite 500

Dallas, Texas 75202

Telephone: (972) 503-4033

Facsimile: (972) 503-4034

ATTORNEYS FOR THE DEBTOR 

 /s/ Maria Usuga

Managing Member of the Debtor 

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Debtor’s Plan of Reorganization

Page 1

Joyce W. Lindauer

State Bar No. 21555700

Joyce W. Lindauer Attorney, PLLC

1412 Main Street, Suite 500

Dallas, Texas 75202

Telephone: (972) 503-4033

Facsimile: (972) 503-4034

ATTORNEYS FOR DEBTOR

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

IN RE: §

§

USUGA MANAGEMENT, LLC, § CASE NO. 23-31165-sgj11

§ Chapter 11

Debtor. §

DEBTOR’S PLAN OF REORGANIZATION 

COMES NOW USUGA MANAGEMENT, LLC, (“Debtor”), the Debtor in the above-styled 

and numbered case, and files this its Plan of Reorganization (the “Plan”). The Debtor is the owner 

of certain real property located at 8100 Lakeview Parkway, Rowlett, Texas 75088.

The sources and uses of income to fund the Plan are described in more detail in the Disclosure 

Statement accompanying this Plan. Periodic financial reports will be filed with the Court, as 

required by the Bankruptcy Code, covering the profitability, projections of cash receipts and 

disbursements for a reasonable period. These reports shall be available on the Court’s PACER site

using the Debtor’s name and/or case number as referenced above or can be also obtained from 

Debtor’s counsel by written request. 

EXHIBIT "A"

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Debtor’s Plan of Reorganization

Page 2

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS AND USE OF TERMS .................................................................. 3

ARTICLE II - CONCEPT OF THE PLAN .................................................................................... 6

ARTICLE III - GENERAL TERMS AND CONDITIONS ........................................................... 6

ARTICLE IV - DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS...................... 7

ARTICLE V- PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS.............. 7

ARTICLE VI - MEANS FOR IMPLEMENTATION OF PLAN ............................................... 10

ARTICLE VII - TREATMENT OF EXECUTORY CONTRACTS 

AND UNEXPIRED LEASES ......................................................................................... 10

ARTICLE VIII - ENFORCEMENT, SETTLEMENT, OR ADJUSTMENT OF CLAIMS ........ 11

ARTICLE IX - EFFECT OF CONFIRMATION......................................................................... 12

ARTICLE X - MISCELLANEOUS PROVISIONS..................................................................... 13

ARTICLE XI - MODIFICATION OF THE PLAN ..................................................................... 15

ARTICLE XII - RETENTION OF JURISDICTION ................................................................... 15

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Debtor’s Plan of Reorganization

Page 3

ARTICLE I

DEFINITIONS AND USE OF TERMS

1.01 Defined Terms. Unless the context otherwise requires, capitalized terms shall have the 

meanings set forth in this section 1.01.

“Administrative Expense Claim” means an administrative expense or claim described in 

Bankruptcy Code § 503 and entitled to administrative priority pursuant to Bankruptcy Code 

§ 507(a)(1), including, but not limited to, Fee Claims.

“Allowed Amount” means the amount of any Allowed Claim.

“Allowed Claim” means a Claim against the Debtor allowable under the Bankruptcy Code 

to the extent that: (i) a Proof of Claim or request for payment was timely filed, or, with leave 

of the Bankruptcy Court, late filed, and as to which no objection has been timely filed with 

the Bankruptcy Court, or, if filed, is allowed by a Final Order, unless otherwise provided in 

this Plan; (ii) the Claim is scheduled and not listed as disputed, contingent, or unliquidated, 

and no objection has been timely filed or, if filed, is allowed by a Final Order; or (iii) with 

respect to an Administrative Expense Claim or Fee Claim, the Administrative Expense 

Claim or Fee Claim has been approved by a Final Order upon notice and application to the 

Bankruptcy Court.

“Assets” means property of the Estate.

“Avoidance Actions” means any and all rights, claims, and causes of action which a trustee, 

Debtor, or other appropriate party in interest would be able to assert on behalf of the Estate 

under applicable state statutes or the avoidance provisions of chapter 5 of the Bankruptcy 

Code, including actions under one or more of the provisions of Bankruptcy Code §§ 506, 

542-551, and 553.

“Ballot” means the written ballot to be distributed to Creditors for voting on whether to 

approve this Plan of reorganization.

“Bankruptcy Case” or “Case” means this bankruptcy case pending before the Bankruptcy 

Court.

“Bankruptcy Code” or “Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 

101, et seq., as amended.

“Bankruptcy Court” or “Court” means the United States Bankruptcy Court for the 

Northen District of Texas, Dallas Division, or other such court that may have jurisdiction 

with respect to the reorganization of the Debtor pursuant to Chapter 11 of the Bankruptcy 

Code.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as amended, and 

“Bankruptcy Rule” refers to a specific rule therein.

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“Bar Date” means October 5, 2023, the deadline established by the Bankruptcy Court 

pursuant to Bankruptcy Rule 3003(c)(3), after which any Proof of Claim may not be timely 

filed, except Claims held by governmental agencies.

“Business Day” shall mean any day that is not a Saturday, Sunday, or one of the legal 

holidays listed in Bankruptcy Rule 9006(a).

“Claim” shall have the meaning set forth in Bankruptcy Code § 101(5).

“Claimant” or “Creditor” means the holder of a Claim.

“Class” means any class into which Claims are classified pursuant to the Plan. Each 

subclass of a class shall be treated as a separate class.

“Collateral” means the real or personal property securing a Secured Claim.

“Confirmation” means the Bankruptcy Court’s entry of the Confirmation Order.

“Confirmation Date” means the date on which the Order confirming this Plan is entered.

“Confirmation Hearing” means the hearing or hearings held before the Bankruptcy 

Court in which the Debtors will seek Confirmation of this Plan.

“Confirmation Order” means the Order confirming this Plan.

“Contested” when used with respect to a Claim, means a Claim against the Debtor: (i) 

that is listed in the Debtor’s Schedules of Assets and Liabilities as disputed, contingent, 

or unliquidated; (ii) that is listed in the Debtor’s Schedules of Assets and Liabilities 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; (iii) that is the subject of a pending action in a forum other than the Bankruptcy 

Court unless such Claim has been determined by Final Order in such other forum and 

Allowed by Final Order of the Bankruptcy Court; or (iv) as to which an objection has been 

or may be timely filed and has not been denied by Final Order. To the extent an objection 

relates to the allowance of only a part of a Claim, such Claim shall be a Contested Claim 

only to the extent of the objection.

“Debtor” means USUGA MANAGEMENT, LLC, the Debtor herein. Where the context 

so requires, “Debtor” shall also include the Reorganized Debtor.

“Disputed” with respect to a Claim means either: (i) a Claim which has been objected to 

by the Debtor; or (ii) a Claim that is listed on the Debtor’s bankruptcy schedules as 

“disputed, contingent or unliquidated” and for which such Creditor or Interest holder has 

not filed a Proof of Claim.

“Effective Date” means the thirtieth (30th) day after the Confirmation Date.

“Estate” means the bankruptcy estate of the Debtor in this Case.

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“Fee Claim” means a Claim under Bankruptcy Code §§ 330 or 503 for allowance of 

compensation and reimbursement of expenses to professionals in this Bankruptcy Case.

“Fee Application” means an application filed with the Bankruptcy Court for allowance 

of a Fee Claim.

“Final Order” means an Order as to which any appeal that has been taken has not been 

stayed following the expiration of the time for appeal or has been resolved, or as to which 

the time for appeal has expired.

“Impaired” means the treatment of an Allowed Claim or Interest pursuant to the Plan 

unless, with respect to such Claim or Interest, either: (i) the Plan leaves unaltered the legal, 

equitable and contractual rights to which such Claim or Interest entitles the holder of such 

Claim or Interest; (ii) notwithstanding any contractual provision or applicable law that 

entitles the holder of such Claim or Interest to demand or receive accelerated payment of 

such Claim or Interest after occurrence of a default, the Debtor (A) cures any default that 

occurred before or after the commencement of the Chapter 11 Case on the Petition Date, 

other than default of the kind specified in § 365(b)(2) of the Bankruptcy Code; (B) 

reinstates the maturity of such Claim or Interest as such maturity existed before such 

default; (C) compensates the holder of such Claim or Interest for any damages incurred as 

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

applicable law; and (D) does not otherwise alter the legal, equitable or contractual rights 

to which such Claim or Interest entitles the holder of such Claim or Interest; or (iii) the 

Plan provides that on the Effective Date, the holder of such Claim or Interest receives, on 

account of such Claim or Interest, cash equal to the Allowed Amount of such Claim or 

Interest.

“Insider” has the meaning provided by § 101(31) of the Bankruptcy Code.

“Interest” means any equity or ownership interest in the Debtor.

“Lien” means any charge against or interest in property to secure payment of debt or 

performance of an obligation and includes a judicial lien, security interest, and deed of trust, 

mortgage and property tax lien.

“Order” means an Order of the Bankruptcy Court.

“Petition Date” means June 5, 2023, the date on which the Debtor filed its voluntary 

petition under Chapter 11 of the Bankruptcy Code.

“Plan” means this Plan of Reorganization, including any amendments, modifications or 

corrections made thereto pursuant to the Bankruptcy Code.

“Priority Tax Claim” means a Claim entitled to priority pursuant to Bankruptcy Code § 

507(a)(8).

“Priority Wage Claim” means a Claim entitled to priority pursuant to Bankruptcy Code § 

507(a)(4).

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“Priority Unsecured Claim” means an Unsecured Claim entitled to priority under 

Bankruptcy Code § 507(a), except Priority Tax Claims and Priority Wage Claims.

“Proof of Claim” means a written statement setting forth a Creditor’s Claim filed in this 

Case and conforming substantially to the appropriate official form.

“Reorganized Debtor” means the Debtor as it exists after Confirmation of the Plan.

“Schedules and Statements” means the Debtor’s bankruptcy schedules A/B, D-H and the 

Statement of Financial Affairs.

“Secured Claim” means a Claim that is secured within the meaning of Bankruptcy Code 

§506(a). Should the value of the Collateral securing a Secured Claim be less than the 

amount of the Claim, the Claim will be bifurcated into a Secured Claim equal to the value 

of the Collateral and a general Unsecured Claim for the remainder, pursuant to Bankruptcy 

Code §506(d).

“Unsecured Claim” means any Claim that is not a Secured Claim or an Administrative 

Expense Claim and that is not entitled to priority treatment under Bankruptcy Code § 507.

ARTICLE II

CONCEPT OF THE PLAN

2.01 The Plan is a Plan of Reorganization. The Debtor will continue its business after 

Confirmation of this Plan. The Debtor is the owner of the real property located at 8100 Lakeview 

Parkway, Rowlett, Texas 75088 (the “Property”). Under the Plan the Debtor will make installment 

payments with interest to all Creditors pending the sale of the Property, and once the property is 

sold the Debtor will pay all Claims in full. The Owners will provide the funds to make the Plan 

payments called for by this Plan.

2.02 The Plan proposes to pay all Creditors in full on their Allowed Claims. 

ARTICLE III

GENERAL TERMS AND CONDITIONS

3.01 Treatment of Claims. This Plan is intended to resolve all Claims against the 

Debtor and/or property of the Debtor of whatever character, whether contingent or liquidated, or 

whether allowed by the Bankruptcy Court pursuant to Bankruptcy Code Section 502(a). However, 

only Allowed Claims will receive payments under the Plan. The Plan is designed to ensure that 

Claimants shall receive at least as much pursuant to this Plan as they would receive in a liquidation 

pursuant to Chapter 7 of the Bankruptcy Code. 

3.02 Time for Filing Claims. The holder of any Administrative Claim other than (i) a 

Fee Claim, (ii) a liability incurred and paid in the ordinary course of business by the Debtor, or 

(iii) an Allowed Administrative Claim, must file with the Bankruptcy Court and serve on the 

Debtor and its respective counsel, notice of such Administrative Claim within thirty (30) days after 

the Effective Date. At a minimum, such notice must identify (i) the name of the holder of such 

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Claim, (ii) the amount of such Claim, and (iii) the basis of such Claim. Failure to file this notice 

timely and properly shall result in the Administrative Claim being forever barred and discharged. 

Each Person asserting an Administrative Expense that is a Fee Claim incurred before the 

Effective Date shall be required to file with the Bankruptcy Court, and serve on the Debtor’s 

counsel and the U. S. Trustee, a Fee Application within sixty (60) days after the Effective Date. 

A person who is found to have received a voidable transfer shall have thirty (30) days 

following the date upon which the order ruling that such transfer is avoidable becomes a Final 

Order in which to file a Claim in the amount of such avoided transfer.

Liabilities incurred from the Petition Date through the Effective Date in the ordinary course 

of business shall be paid in the ordinary course of business by the Debtor.

3.03 Modification to the Plan. In accordance with Bankruptcy Rule 3019, to the 

extent applicable, this Plan may be modified or amended upon application of the Debtor, or 

corrected prior to the Confirmation Date, provided that notice and an opportunity for hearing have 

been given to any affected party. The Plan may be modified at any time after Confirmation and 

before the Effective Date, provided that the Plan, as modified, meets the requirements of sections 

1122 and 1123 of the Bankruptcy Code and the Bankruptcy Court, after notice and a hearing, 

confirms the Plan, as modified, under section 1129 of the Bankruptcy Code, the circumstances 

warrant such modification and Debtor consents thereto in writing. 

ARTICLE IV

DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS

The Debtor designates the following Classes of Claims and Interests pursuant to 

Bankruptcy Code Section 1123.

CLASSIFICATION OF CLAIMS

Class 1: Allowed Secured Claims of Garland ISD 

Class 2: Allowed Secured Claims of Dallas County

Class 3: Allowed Secured Claims of 8100 Lakeview, LLC

Class 4: Allowed General Unsecured Claims Other than Insider Claims

Class 5: Allowed Insider Claims

Class 6: Allowed Equity Interests

ARTICLE V

PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS

A. NON-CLASSIFIED CLAIMS. The following Claims are not classified, pursuant to 

Bankruptcy Code Section 1123: 

Treatment of Administrative Claims. Each holder of an Administrative Claim other than 

Professional Fee Administrative Claims shall receive, in full satisfaction, settlement, release, and 

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discharge of, and in exchange for, such Allowed Administrative Claim, (i) Cash equal to the unpaid 

portion of such Allowed Administrative Claim or (ii) such other treatment as to which the Debtor 

and such holder shall have agreed upon in writing; provided, however, that Allowed 

Administrative Claims with respect to liabilities incurred by the Debtor in the ordinary course of 

business during the Bankruptcy Case shall be paid in the ordinary course of business in accordance 

with the terms and conditions of any agreements relating thereto. On or before the Effective Date, 

the Debtor or Reorganized Debtor shall pay or have paid in full all Allowed Administrative Claims. 

All Allowed Administrative Claims shall be paid by the Reorganized Debtor when they are due 

until the Bankruptcy Case is closed pursuant to a final decree, order of dismissal, or order of 

conversion. Until entry of such an order, the Reorganized Debtor shall file with the Bankruptcy 

Court and serve upon the United States Trustee a quarterly financial report. Any administrative 

ad valorem tax claims shall be paid pursuant to otherwise applicable state law.

Treatment of Professional Fee Administrative Claims. All persons who are awarded 

compensation or reimbursement of expenses by the Bankruptcy Court in accordance with sections 

330 or 331 of the Bankruptcy Code or entitled to the priorities established pursuant to sections 

503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code, shall be paid in full, in Cash, 

the amounts allowed by the Bankruptcy Court on the later of the Effective Date or the date on 

which the order allowing such Claim becomes a Final Order, or upon such other terms as may be 

mutually agreed upon between such holder of an Allowed Professional Fee Claim and the 

Reorganized Debtor.

Treatment of Priority Tax Claims. Priority Tax Claims, if any, shall be paid in full in 

48 equal monthly installments of principal plus interest accruing from the Petition Date at the rate 

of 12% per annum. Equal payments of principal and interest will commence on the first day of 

the first month after the Effective Date and continue on the first day of each month thereafter until 

the Claims are paid in full. The Debtor does not believe any such Claims exist.

Treatment of Other Priority Claims. All Priority Unsecured Claims other than Priority 

Tax Claims, if any, shall be paid will be paid in full over a period of six (6) months, with interest 

accruing from the Effective Date at the rate of 2% per annum. Equal payments of principal and 

interest will commence on the first day of the first month after the Effective Date and continue on 

the first day of each month thereafter until the Claims are paid in full. The Debtor does not believe 

any such Claims exist.

Title 28 U.S.C. Section 1930 Fees. The Reorganized Debtor shall pay all postConfirmation fees assessed by the Office of the United States Trustee until this Case is closed by 

the Court or the Reorganized Debtor is otherwise released from such obligations by the Court.

B. CLASSIFIED CLAIMS. The following Claims are classified pursuant to Bankruptcy Code 

Section 1123, and are treated as follows:

General Provisions Regarding Treatment of Claims.

No pre-payment penalty. No Claimant shall be entitled to a pre-payment penalty if their 

Claim is paid early.

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Plan voting. Impaired Claims are entitled to vote to accept or reject the Plan.

Default remedies. Debtor/Reorganized Debtor shall have twenty (20) days after notice to 

cure any default under the plan. In the event the Debtor/Reorganized Debtor fails to cure 

the default within 20 days after receipt of written notice from the affected Claimant, the 

Claimant shall be entitled to pursue collection of all amounts owed pursuant to state law 

outside of the Bankruptcy Court. The Debtor/Reorganized Debtor shall only be entitled to 

two notices of default. In the event of a third default, the Claimant shall be entitled to 

pursue collection of all amounts owed pursuant to contract or state law outside the 

Bankruptcy Court without further notice. 

Lien rights. Allowed Secured Creditors shall retain their pre-Petition Date Liens until paid 

in full as provided in this Plan.

Bifurcation of Partially Secured Claims. Should the value of the Collateral securing a 

Secured Claim be less than the amount of the Claim, the Claim will be bifurcated into a 

Secured Claim equal to the value of the Collateral and a general Unsecured Claim for the 

remainder, pursuant to Bankruptcy Code §506(d). 

Class 1: Allowed Secured Claims of Garland Independent School District

These Claims shall be paid in full by the Reorganized Debtor’s payment of equal, 

consecutive monthly installments of principal and interest commencing on the first day of the first 

full month following the Effective Date and continuing through sixty (60) months from the Petition 

Date. Interest shall accrue at the rate of twelve percent (12%) per annum from the Petition Date 

until these Claims are paid in full. In the event the Reorganized Debtor sells, conveys, or transfers 

the Property before the expiration of 60 months from the Petition Date, these Claims shall be paid 

in full at the closing of the sale or transfer. These Claims are IMPAIRED.

Class 2: Allowed Secured Claims of Dallas County

These Claims shall be paid in full by the Reorganized Debtor’s payment of equal, 

consecutive monthly installments of principal and interest commencing on the first day of the first 

full month following the Effective Date and continuing through sixty (60) months from the Petition 

Date. Interest shall accrue at the rate of twelve percent (12%) per annum from the Petition Date 

until these Claims are paid in full. In the event the Reorganized Debtor sells, conveys, or transfers 

the Property before the expiration of 60 months from the Petition Date, these Claims shall be paid 

in full at the closing of the sale or transfer. These Claims are IMPAIRED.

Class 3: Allowed Secured Claims of 8100 Lakeview, LLC

These Claims shall be paid in full by the Reorganized Debtor’s payment of equal, 

consecutive monthly installments of principal and interest commencing on the first day of the first 

full month following the Effective Date and continuing through sixty (60) months from the 

Effective Date. The Allowed Claim amount shall be amortized over 15 years so that the final 

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payment at the end of the Plan term shall be a balloon payment. Interest shall accrue at the rate of 

seven percent (7%) per annum from the Effective Date until these Claims are paid in full. In the 

event the Reorganized Debtor sells, conveys, or transfers the Property before the expiration of 60 

months from the Effective Date, these Claims shall be paid in full at the closing of the sale or 

transfer. These Claims are IMPAIRED.

Class 4: Allowed General Unsecured Claims other than Insider Claims 

Class 4 Claimants shall be paid 100 percent (100%) of their claims over thirty-six (36) 

months from the Effective Date. Equal payments of principal and interest at 2% per annum shall 

commence on the first day of the first month following the Effective Date and continue on the first 

day of each month thereafter for a total of 36 months. In the event the Reorganized Debtor sells, 

conveys, or transfers the Property before the expiration of 36 months from the Effective Date, 

these Claims shall be paid in full at the closing of the sale or transfer. These Claims are

IMPAIRED.

Class 5: Allowed Insider Claims 

Class 5 shall consist of the Allowed Claims of Insiders of the Debtor. Class 5 Claims shall 

receive nothing under this Plan. These Claims are IMPAIRED.

Class 6 - Allowed Equity Interests

Class 6 shall consist of Allowed Equity Interests in the Debtor. Class 6 Interests shall be 

retained by their owners but shall receive no dividends or other distributions on these Interests 

until Classes 1 – 4 are paid in full pursuant to this Plan. These Interests are not Impaired. 

ARTICLE VI

MEANS FOR IMPLEMENTATION OF PLAN

6.01 Implementation of Plan. This Plan will be substantially consummated by the 

commencement of payments as called for above. The Reorganized Debtor will promptly market 

the Property for sale and use the proceeds of sale to pay all Claims in full. Until the sale occurs 

the Plan payments described above will be funded by the Owner of the Debtor. The Owner of the 

Debtor operates a medical practice and the medical practice will make the payments called for by 

the Plan. Further details regarding the implementation of the Plan and projections of the Debtor’s 

income, expenses and Plan payments are provided in the Debtor’s Disclosure Statement 

accompanying this Plan.

ARTICLE VII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

7.01 Assumption and Rejection of Executory Contracts and Unexpired Leases. All

executory contracts and unexpired leases not expressly assumed by the Debtor as of the 

Confirmation Date are hereby REJECTED by this Plan.

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7.02 Reservation of Rights. The Debtor shall have the right to assume or reject, 

pursuant to Bankruptcy Code Section 365, prior to the Confirmation Date, any executory contract 

or unexpired lease of real property (to the extent permitted under the Bankruptcy Code).

7.03 Bar Date for Claims Based on Rejection. If the rejection of an executory contract 

or an unexpired lease results in damages to the other party or parties to such contract or lease, a 

Claim for such damages shall be forever barred and shall not be enforceable against the Plan 

Proponent or their properties or agents, successors, or assigns, unless a proof of Claim is filed with 

the Bankruptcy Court and served upon the Reorganized Debtor, by the earlier of (a) the end of the 

month following the period in which the Effective Date occurs or (b) such other deadline as the 

Court may set for asserting a Claim for such damages. Any Rejection Claim arising from the 

rejection of an unexpired lease or executory contract shall be treated as a General Unsecured 

Claim; provided, however, that any Rejection Claim based upon the rejection of an unexpired lease 

of real property either prior to the Confirmation Date or upon the entry of the Confirmation Order 

shall be limited in accordance with section 502(b)(6) of the Bankruptcy Code and state law 

mitigation requirements. Nothing contained herein shall be deemed an admission that such 

rejection gives rise to or results in a Claim or shall be deemed a waiver of any objections to such 

Claim if asserted.

ARTICLE VIII

ENFORCEMENT, SETTLEMENT, OR ADJUSTMENT OF CLAIMS

8.01 The Debtor’s Causes of Action. Except as otherwise released pursuant to the Plan, 

all Claims recoverable under Section 550 of the Bankruptcy Code, all Claims against third parties 

on account of an indebtedness, and all other Claims of any kind or character whatsoever owed to 

or in favor of the Debtor or Reorganized Debtor or the Estate to the extent not specifically 

compromised and released pursuant to this Plan or any agreement referred to and incorporated 

herein, are hereby preserved and retained for enforcement by the Reorganized Debtor for the 

benefit of the Creditors subsequent to the Effective Date. This Plan shall not estop the Debtor or 

Reorganized Debtor from asserting any claim or cause of action whether disclosed or not.

The Debtor hereby specifically retains and preserves all causes of action that have been 

brought or could be brought in Usuga Management, LLC v. 8100 Lakeview, LLC, Case No. 

DC-23-04204 in the 68th Judicial District Court of Dallas County, Texas.

8.02 Objections to Claims. Any party authorized by the Bankruptcy Code may object 

to the allowance of Pre-Petition Date Claims at any time prior to sixty (60) days after the Effective 

Date and, as to Rejection Claims, at any time prior to sixty (60) days after the filing of any such 

Rejection Claim. Any proof of Claim filed after the Court sets bar dates shall be of no force and 

effect and shall be deemed disallowed. All Contested Claims shall be litigated to Final Order; 

provided, however, that the Debtor or Reorganized Debtor may compromise and settle any 

Contested Claim, subject to the approval of the Bankruptcy Court. Notwithstanding the foregoing, 

a person who is found to have received a voidable transfer shall have thirty (30) days following 

the date upon which the order ruling that such transfer is avoidable becomes a Final Order in which 

to file a Claim in the amount of such avoided transfer. 

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No distributions under this Plan shall be made to the holder of a Claim that is in dispute, 

unless and until such Claim becomes an Allowed Claim. If a Claim is Disputed in whole or in part 

because the Debtor or Reorganized Debtor asserts a right of offset against such Claim or 

recoupment against the holder of such Claim, then, if and to the extent the Claim giving rise to the 

offset or recoupment is sustained by Final Order, the Claim in dispute shall be reduced or 

eliminated and, if applicable, the holder of such Claim shall be required to pay the amount of such 

offset or recoupment, less the amount of its Allowed Claim. In addition, any party authorized by 

the Bankruptcy Code, at any time, may request that the Court estimate any contingent, disputed or 

unliquidated Claim pursuant to Section 502(c) of the Bankruptcy Code, regardless of any prior 

objections. 

ARTICLE IX

EFFECT OF CONFIRMATION

9.01 Discharge and Release of Debtor. Pursuant to Bankruptcy Code Section 1141(d), 

confirmation of this Plan does discharge the Debtor. 

9.02 Legal Binding Effect. The provisions of this Plan, pursuant to the Bankruptcy 

Code Section 1141 shall bind the Debtor and all Creditors, whether or not they accept this Plan. 

The distributions provided for Claimants shall not be subject to any Claim by another creditor or 

interest holder by reason of any assertion of a contractual right of subordination.

9.03 Discharge. Confirmation of the Plan shall result in the inability to commence or 

continue any judicial, administrative, or other action or proceeding on account of any Pre-Petition 

Date Claims against the Debtor or Reorganized Debtor. 

Except as provided in the Plan, from and after the Confirmation Date, all holders of Claims 

against the Debtor are restrained and enjoined by the Confirmation of the Plan: (a) from 

commencing or continuing in any manner, any action or other proceeding of any kind with respect 

to any such Claim against the Debtor or Reorganized Debtor, or its property; (b) from enforcing, 

attaching, collecting, or recovering by any manner or means, any judgment, award, decree, or order 

against the Assets or the Debtor or Reorganized Debtor on account of such Claims; (c) from 

creating, perfecting, or enforcing any encumbrance of any kind against the Assets, or the Debtor 

or Reorganized Debtor on account of such Claims; (d) from asserting any setoff, right of 

subrogation, or recoupment of any kind against any obligation due the Debtor or Reorganized 

Debtor on account of such Claims; and (e) from performing any act, in any manner, in any place 

whatsoever, that does not conform to or comply with the provisions of the Plan on account of such 

Claims; provided, however, that each holder of a Contested Claim may continue to prosecute its 

proof of Claim in the Bankruptcy Court and all holders of Claims shall be entitled to enforce its 

rights under the Plan and any agreements executed or delivered pursuant to or in connection with 

the Plan. Creditors shall not pursue claims against non-debtor third parties at the same time as 

their claims are being paid through the Plan. 

9.04 Satisfaction of Claims and Interests

Except as otherwise provided by the Plan, the consideration distributed under the Plan shall 

be in complete satisfaction of all Claims of any Creditor against the Debtor, including Claims 

arising prior to the Effective Date. 

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9.05 Temporary Injunction

Except as otherwise expressly provided in, or permitted under, this Plan, the Confirmation 

Order shall provide, among other things, that all Creditors and persons who have held, hold, or 

may hold Claims or Interests against the Debtor, are enjoined on and after the Effective Date as 

long as the Plan is not in default and has not been completed against the: (i) commencement or 

continuation of any judicial, administrative, or other action or proceeding against the Debtor or 

any third-party guarantor on account of Claims against the Debtor; (ii) enforcement, attachment, 

collection, or recovery by any manner or means of any judgment, award, decree, or order against 

the Debtor or any third-party guarantor or any assets or property of same; or (iii) creation, 

perfection, or enforcement of any encumbrance of any kind against the Debtor or any third-party 

guarantor arising from a Claim. Such injunction expires at the end of the Plan term at which time 

all Allowed Claims will have been paid in accordance with the terms of the Plan. 

ARTICLE X

MISCELLANEOUS PROVISIONS

10.01 Request for Relief Under Bankruptcy Code Section 1129. In the event any 

Impaired Class shall fail to accept this Plan in accordance with Bankruptcy Code Section 1129(a), 

the Plan Proponent reserves the right to, and does hereby request the Bankruptcy Court to confirm 

the Plan in accordance with Bankruptcy Code Section 1129(b).

10.02 Revocation. The Plan Proponent reserves the right to revoke and withdraw this 

Plan at any time prior to the Confirmation Date.

10.03 Effect of Withdrawal or Revocation. If the Plan Proponent revokes or 

withdraws this Plan prior to the Confirmation Date, or if the Confirmation Date or the Effective 

Date does not occur, then this Plan shall be deemed null and void. In such event, nothing contained 

herein shall be deemed to constitute a waiver or release of any Claims by or against the Debtor or 

any other person or to prejudice in any manner the rights of the Debtor or any person in any further 

proceedings involving the Debtor.

10.04 Due Authorization by Creditors. Each and every Claimant who elects to 

participate in the distributions provided herein warrants that it is authorized to accept in 

consideration of its Claim against the Debtor the distributions provided in the Plan and that there 

are no outstanding commitments, agreements, or understandings, express or implied, that may or 

can in any way defeat or modify the rights conveyed or obligations undertaken by it under this 

Plan.

10.05 Entire Agreement. This Plan, as described herein, the Confirmation Order, and 

all other documents and instruments to effectuate this Plan provided for herein, constitute the entire 

agreement and understanding among the parties hereto relating to the subject matter hereof and 

supersedes all prior discussions and documents.

10.06 Section 1146 Exemption. Pursuant to Section 1146 of the Bankruptcy Code, the 

issuance, transfer or exchange or any security under this Plan or the making or delivery of any 

instrument or transfer pursuant to, in implementation of or as contemplated by this Plan or the 

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transfer of any property pursuant to this Plan shall not be taxed under any federal, state or local 

law imposing a stamp, transfer or similar tax or fee.

10.07 Provisions Governing Distributions. All payments and distributions under the 

Plan shall be made by the Reorganized Debtor as indicated. Any payments or distributions to be 

made by the Plan Proponent pursuant to the Plan shall be made as soon as reasonably practicable 

after the Effective Date, except as otherwise provided for in the Plan, or as may be ordered by the 

Bankruptcy Court. Any payment or distribution by the Reorganized Debtor pursuant to the Plan, 

to the extent delivered by the United States Mail, shall be deemed made when deposited into the 

United States Mail.

Payments of Cash to be made by the Reorganized Debtor pursuant to the Plan shall be 

made by check drawn on a domestic bank or by wire transfer from a domestic bank.

Distributions and deliveries to holders of Allowed Claims shall be made at the addresses 

set forth on the proofs of Claim or proofs of interest filed by such holders (or at the last known 

addresses of such holders if no proof of Claim or proof of interest is filed). All Claims for 

undeliverable distributions shall be made on or before the second anniversary of the Effective 

Date. After such date, all unclaimed property shall remain the property of the Reorganized Debtor 

and the Claim of any other holder with respect to such unclaimed property shall be discharged and 

forever barred.

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

void if not cashed within ninety (90) days of the date of delivery thereof. Requests for reissuance 

of any check shall be made directly to the Plan Proponent by the holder of the Allowed Claim to 

whom such check originally was issued. Any claim in respect of such a voided check within ninety 

(90) days after the date of delivery of such check. After such date, all Claims in respect of void 

checks shall be discharged and forever barred, and the amount of such checks shall become 

Unclaimed Property and returned to the Reorganized Debtor.

No interest shall be paid on any Claim unless, and only to the extent that, the Plan 

specifically provides otherwise.

10.08 Governing Law. Unless a rule of law or procedure supplied by federal law 

(including the Bankruptcy Code and Bankruptcy Rules) is applicable, or a specific choice of law 

provision is provided, 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, without regard to conflicts of law.

10.09 Notices to Debtor. Any notices required to be given to the Debtor under this 

Plan shall be mailed by certified mail to the Debtor at 3705 Lakeview Parkway, Suite 215, Rowlett 

TX 75088 and to Debtor’s counsel, Joyce Lindauer, at 1412 Main St., Suite 500, Dallas TX 75202 

and by email at joyce@joycelindauer.com.

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Debtor’s Plan of Reorganization

Page 15

ARTICLE XI

MODIFICATION OF THE PLAN

11.01 The Debtor may propose amendments to or modifications of this Plan at any time 

prior to Confirmation, upon notice to all parties-in-interest. After Confirmation, the Reorganized 

Debtor may, with approval of the Court and so long as it does not materially or adversely affect 

the interest of creditors, modify to remedy any defect or omission or reconcile any inconsistencies 

in the Confirmation Order in such manner as may be necessary to carry out the purposes and effect 

of this Plan. 

ARTICLE XII

RETENTION OF JURISDICTION

Notwithstanding confirmation of the Plan or the Effective Date having occurred, the Court 

will retain jurisdiction for the following purposes:

12.01 Allowance of Claims. To hear and determine the allowability of all Claims upon

objections to such Claims.

12.02 Executory Contracts and Unexpired Leases Proceedings. To act with respect 

to proceedings regarding the assumption of any executory contract or unexpired lease of the Debtor 

pursuant to Section 365 and 1123 of the Code and Article VII of the Plan.

12.03 Plan Interpretation. To resolve controversies and disputes regarding the 

interpretation of the Plan.

12.04 Plan Implementation. To implement and enforce the provisions of the Plan and 

enter orders in aid of confirmation and implementation of the Plan.

12.05 Plan Modification. To modify the Plan pursuant to Section 1127 of the Code 

and applicable Bankruptcy Rules.

12.06 Adjudication of Controversies. To adjudicate such contested matters and 

adversary proceedings as may be pending or subsequently initiated in the Court against the Debtor.

12.07 Injunctive Relief. To issue any injunction or other relief as appropriate to 

implement the intent of the Plan, and to enter such further orders enforcing any injunctions or other 

relief issued under the Plan or in the Confirmation Order.

12.08 Interpleader Action. To entertain interpleader actions concerning assets to be 

distributed or other assets of the Estate.

12.09 Correct Minor Defects. To correct any defect, cure any omission or reconcile 

any inconsistency or ambiguity in the Plan, the Confirmation Order or any document executed or 

to be executed in connection therewith, as may be necessary to carry out the purposes and intent 

of the Plan, provided that the rights of any holder or an Allowed Claim are not materially and 

adversely affected thereby.

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Debtor’s Plan of Reorganization

Page 16

12.10 Authorization of Fees and Expenses. To review and authorize payment of 

professional fees incurred prior to the Effective Date.

12.11 Post-Confirmation Orders Regarding Confirmation. To enter and implement 

such orders as may be appropriate in the event the Confirmation Order is, for any reason, stayed, 

reversed, revoked, modified, or vacated.

12.12 Final Decree. To enter a final decree closing the Case pursuant to Bankruptcy 

Rule 3022.

Dated: August 29, 2023.

Respectfully Submitted,

 /s/ Joyce W. Lindauer

Joyce W. Lindauer

State Bar No. 21555700

Joyce W. Lindauer Attorney, PLLC

1412 Main St. Suite 500

Dallas, Texas 75202

Telephone: (972) 503-4033

Facsimile: (972) 503-4034

ATTORNEYS FOR THE DEBTOR 

 /s/ Maria Usuga

Managing Member of the Debtor

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Document Page 39 of 69
CHAPTER 11 DEBTOR PROJECTIONS

May Jun Jul 

Month Month Month 

123

INCOME

Owner Contributions 18,443.42 4,943.42 4,943.42 Legal Retainer 6,500.00NET INCOME 24,943.42 4,943.42 4,943.42 

EXPENSES

ExpensesTOTAL EXPENSES 0.00 0.00 0.00 

PLAN PAYMENTS Class

- Allowed Administrative Claims 20,000.00

1 Allowed Secured Claims of Garland ISD 224.20 224.20 224.20 

2 Allowed Secured Claims of Dallas County 195.96 195.96 195.96 

3 Allowed Secured Claims of 8100 Lakeview LLC 4,179.55 4,179.55 4,179.55 

4 Allowed General Unsecured Claims (non-insider) 343.71 343.71 343.7

5 Allowed Insider Claims6 Allowed Equity Interests

TOTAL PLAN PAYMENTS 24,943.42 4,943.42 4,943.42 

NET INCOME 0.00 0.00 0.00 CUMULATIVE INCOME 0.00 0.00 0.00 

CALCULATION NOTES

1 Allowed Secured Claims of Garland ISD (fn) Pay @ 12% for 5 yrs from petition 

2 Allowed Secured Claims of Dallas County (fn) Pay @ 12% for 5 yrs from petition 

3 Allowed Secured Claims of 8100 Lakeview LLC Pay @ 7% for 60 mo using 15 year amo

4 Allowed General Unsecured Claims (non‐insider) Pay @ 2% for 36 mo.

5 Allowed Insider Claims No payments under plan.

6 Allowed Equity Interests No dividends or other distributions unt

fn Calculations of post‐petition interest assume 6 mo post‐petition interest, followed by 54 monthly

Usuga Management LLC

EX

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Oct Nov Dec Jan Feb March Apr May 

Month Month Month Month Month Month Month Month 

6 7 8 9 10 11 12 13 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

224.20 224.20 224.20 224.20 224.20 224.20 224.20 224.20 195.96 195.96 195.96 195.96 195.96 195.96 195.96 195.96 

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 

343.71 343.71 343.71 343.71 343.71 343.71 343.71 343.71 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

Claim Post‐Pet Int. Pay Basis

$            559.18 9,319.60 $             9,319.60 $           

$            488.74 8,145.72 $             8,145.72 $           

$             465,000.00 465,000 $      

$         12,000.00 12,000.00 $        

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Jul Aug Sep Oct Nov Dec Jan Feb 

Month Month Month Month Month Month Month Month 

15 16 17 18 19 20 21 22 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

224.20 224.20 224.20 224.20 224.20 224.20 224.20 224.20 195.96 195.96 195.96 195.96 195.96 195.96 195.96 195.96 

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 

343.71 343.71 343.71 343.71 343.71 343.71 343.71 343.71 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

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May Jun Jul Aug Sep Oct Nov Dec 

Month Month Month Month Month Month Month Month 

25 26 27 28 29 30 31 32 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

224.20 224.20 224.20 224.20 224.20 224.20 224.20 224.20 195.96 195.96 195.96 195.96 195.96 195.96 195.96 195.96 

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 

343.71 343.71 343.71 343.71 343.71 343.71 343.71 343.71 

4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 4,943.42 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

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March Apr May Jun Jul Aug Sep Oct 

Month Month Month Month Month Month Month Month 

35 36 37 38 39 40 41 42 

4,943.42 4,943.42 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 

4,943.42 4,943.42 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

224.20 224.20 224.20 224.20 224.20 224.20 224.20 224.20 195.96 195.96 195.96 195.96 195.96 195.96 195.96 195.96 

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 

343.71 343.71

4,943.42 4,943.42 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

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Jan Feb March Apr May Jun Jul Aug 

Month Month Month Month Month Month Month Month 

45 46 47 48 49 50 51 52 

4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 

4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

224.20 224.20 224.20 224.20 224.20 224.20 224.20 224.20 195.96 195.96 195.96 195.96 195.96 195.96 195.96 195.96 

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 4,599.71 

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 

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Nov Dec Jan Feb March Apr

Month Month Month Month Month Month

55 56 57 58 59 60

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.554,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55

0.00 0.00 0.00 0.00 0.00 0.00

4,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.554,179.55 4,179.55 4,179.55 4,179.55 4,179.55 4,179.55

0.00 0.00 0.00 0.00 0.00 0.000.00 0.00 0.00 0.00 0.00 0.00

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