Baker & Taylor - Chapter 11 Plan Terms

Plan Terms

Overview

• Baker & Taylor, LLC (the “Debtor”), which commenced its chapter 11 case in the U.S. Bankruptcy Court for the District of New Jersey on March 16, 2026 (the “Petition Date”), Case No. 26-12863 (Hon. Christine M. Gravelle), filed its plan of orderly liquidation (the “Plan”) on August 25, 2026 [Docket No. 154].
• The Plan is accompanied by a Disclosure Statement, which will be approved on an interim basis pursuant to the Solicitation Procedures Order and on a final basis pursuant to the Confirmation Order, at a combined hearing on final approval of the Disclosure Statement and confirmation of the Plan.
• On the Effective Date - the first business day after the Confirmation Order becomes a Final Order - the Debtor will become the “Liquidating Debtor,” existing solely to wind down its business affairs, liquidate its remaining assets, resolve disputes necessary to carry out the purposes of the Plan, and make distributions as directed by the Plan Administrator.
  • The Liquidating Debtor shall not engage in any new business operations.
• Because the Plan provides for the liquidation of all or substantially all property of the estate and the Debtor will not engage in business after consummation, the Debtor will not receive a discharge under section 1141(d)(1) of the Bankruptcy Code.
• The Debtor seeks confirmation under section 1129(b) of the Bankruptcy Code with respect to Classes deemed to have rejected the Plan and any other Impaired Class that votes to reject.
• The Voting Deadline is [•], 2026 at 4:00 p.m. (prevailing Eastern time), or such later date and time as the Debtor or the Bankruptcy Court determines.
• Any Class containing no Allowed Claim or Interest, and no Claim or Interest temporarily allowed for voting purposes, is deemed eliminated from the Plan for purposes of voting and of determining acceptance or rejection under section 1129(a)(8) of the Bankruptcy Code.
• If a Class contains Claims eligible to vote but no eligible holder votes to accept or reject the Plan, the Plan is deemed accepted by that Class.

Implementation

• The Plan will be effectuated through:
  • Use of the Debtor’s cash on hand to pay, in Cash, all Allowed Claims to the extent such payment is required on the Effective Date.
  • Revesting of the Debtor’s remaining assets in the Liquidating Debtor for liquidation and collection by the Plan Administrator, free and clear of all Claims, Liens, encumbrances, charges and other Interests.
  • Recovery of additional assets, liquidation of causes of action, and distribution of Cash proceeds following the Effective Date.
  • Assumption by the Debtor, and assignment to the Liquidating Debtor, of executory contracts and unexpired leases listed on the Schedule of Assumed Contracts and Leases, other than contracts or leases previously assumed or rejected by final order or subject to a separate section 365 motion filed before the Effective Date.
  • Execution of such documentation as may be necessary or appropriate to memorialize the contemplated transactions.
• After the Confirmation Date, the Plan Administrator shall instruct Cigna Health and Life Insurance Company to transfer all funds in the Cigna ASO Account - established under an Administrative Services Only Agreement executed on or about March 17, 2022 for administration of claims under the Baker & Taylor Self-Funded Health Benefit Plan - into the Debtor’s operating account or such other account as the Plan Administrator designates, with such funds to be reserved as set forth in Article 2 of the Plan.
• On the Effective Date, the Debtor’s authorized persons, directors and officers will be deemed to have resigned and will have no further authority, duties or obligations relating to the Liquidating Debtor or the chapter 11 case, with the Plan Administrator acting as responsible person to complete the wind-down.
• The Debtor’s books and records, along with all corporate privileges and immunities, including attorney-client privilege and work-product protection, will transfer to the Plan Administrator on the Effective Date.
  • The Plan Administrator will hold and maintain such privileges and immunities, will have exclusive authority to assert or waive them in its sole discretion, and is responsible for storing and maintaining the books and records; the transfer is intended to preserve, and does not constitute a waiver of, any privilege or immunity.
  • The transfer is limited to privileges held by the Debtor in its corporate capacity and does not extend to any privilege held by a director, officer, or manager individually, with capacity disputes to be resolved by the Bankruptcy Court.
  • Representatives withholding documents or information on privilege grounds must provide the Plan Administrator a privilege log identifying each withheld item with reasonable particularity - including date, author(s) and recipient(s), general subject matter, and the specific privilege asserted - within 14 days of the Effective Date.

Classification and Treatment of Claims and Interests

• Administrative Claims, Priority Tax Claims, and U.S. Trustee Fees are unclassified and not entitled to vote:
  • Allowed Administrative Claims not already satisfied receive Cash equal to the unpaid amount on the later of the Effective Date or 30 days after allowance. If available assets are insufficient, such Claims are paid pro rata in accordance with their priority under the Bankruptcy Code, and the Plan Administrator may withhold payment on Claims Allowed after the Effective Date pending the outcome of the Liquidating Debtor’s asset recovery efforts.
  • Allowed Priority Tax Claims receive Cash equal to the unpaid amount on the latest of the Effective Date, 30 days after allowance, or the date such Claim becomes due and payable by its terms. The Plan Administrator may withhold payment if available assets are insufficient, pending asset recovery efforts.
  • U.S. Trustee Fees due and owing will be paid on the Effective Date, with the Liquidating Debtor and Plan Administrator remaining obligated for fees arising from and after the Effective Date.
  • On or before the Effective Date, and subject to the reasonable consent of the Official Committee of Unsecured Creditors (the “Committee”), the Debtor shall reserve available Cash - after payment of ordinary course expenses accruing prior to the Effective Date - up to amounts reasonably estimated to be sufficient to pay all unpaid Allowed and asserted Administrative Claims and all Allowed and asserted Priority Tax Claims, and up to an amount equal to the estimated accrued and unpaid fees and expenses of all Professionals through the Effective Date.
    • The Professional fee reserve is maintained by the Debtor and, after the Effective Date, by the Plan Administrator, and is used solely to pay Allowed Professional fees and expenses until they are paid in full.
• Class 1 - Priority Non-Tax Claims: pro rata share of Cash distributions from available assets, after payment in full of all Allowed Administrative Claims and Priority Tax Claims.
  • Impaired; entitled to vote.
• Class 2 - WARN Act Claims (Claims for severance or back pay allegedly due under the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109, or any state WARN act): the Debtor disputes its liability and submits that WARN Act Claims are not entitled to any distribution under the Plan.
  • To the extent any WARN Act Claim is Allowed and entitled to a distribution, the portion entitled to priority under section 507(a)(4) receives Class 1 treatment, and any remaining non-priority portion receives Class 3 treatment.
  • Impaired; entitled to vote.
• Class 3 - Unsecured Claims: pro rata share (in proportion to each holder’s Allowed Claim relative to aggregate Allowed Class 3 Claims) of Cash from available assets, after payment in full of Administrative Claims, Priority Tax Claims and Class 1 Priority Non-Tax Claims.
  • Impaired; entitled to vote.
• Class 4 - Interests: cancelled on the Effective Date, with holders receiving and retaining no value.
  • Impaired; conclusively presumed to have rejected the Plan under section 1126(g) and not entitled to vote.
• Except with respect to Class 2 and Class 4, each treatment above applies unless the holder agrees to less favorable treatment.
• The Plan establishes no Class of Secured Claims; “Unsecured Claim” is defined residually as any Claim against the Debtor other than an Administrative Claim, a Priority Tax Claim or a Priority Non-Tax Claim.

Plan Administrator

• The Plan Administrator will be designated by the Committee after consultation with, and with the reasonable consent of, the Debtor, and will assume management of the Liquidating Debtor beginning on the Effective Date.
• The Plan Administrator will reconcile Claims, administer the Plan, and assist with other administrative duties and reporting obligations, and will have authority and standing on behalf of the Liquidating Debtor to pursue any claims or causes of action the Debtor holds as debtor in possession, including claims arising under Chapter 5 of the Bankruptcy Code.
• Without further notice to or order of the Bankruptcy Court, but subject to the terms of the Plan and the rights of the Oversight Committee, the Plan Administrator is authorized to, among other things:
  • Make distributions to holders of Allowed Claims and establish, maintain, and adjust reserves, including for Administrative Claims, Priority Tax Claims, and Professional fees.
  • Object to, reconcile, compromise, settle, or otherwise resolve Claims, and commence, prosecute, settle, abandon, or otherwise resolve Causes of Action.
  • Retain and compensate attorneys, accountants, and other professionals; prepare and file tax returns and pay taxes.
  • Exercise all rights, powers, and privileges previously held by the Debtor, and dissolve the Liquidating Debtor and take all actions necessary to wind down its affairs.
• Compensation and indemnity:
  • The Plan Administrator will be compensated under an engagement agreement to be approved by the Committee and filed with the Bankruptcy Court on or before the Confirmation Date.
  • Fees and expenses will be paid from the assets of the Liquidating Debtor as an administrative expense of the wind-down, without further court order, subject to quarterly disclosure.
  • The Liquidating Debtor will indemnify and hold the Plan Administrator harmless for claims or liabilities arising from good faith performance of duties, except for actual fraud, willful misconduct, or gross negligence as determined by Final Order.
  • Any liability of the Plan Administrator, absent actual fraud, willful misconduct, or gross negligence judicially determined by Final Order, is limited to and recoverable solely from property of the estate held by the Liquidating Debtor, with no recourse to the Plan Administrator’s personal assets.
• Beginning no later than 30 days after the end of each calendar quarter following the Effective Date and until the Oversight Committee is dissolved, the Plan Administrator will provide the Oversight Committee (or, following its dissolution, the U.S. Trustee) a written report setting forth Cash on hand, Cash collected, distributions of Cash or other assets made during the prior quarter, the status of pending Disputed Claims and Causes of Action, and an estimate of the remaining time to complete the wind-down. This reporting does not relieve the Plan Administrator of any obligation to file post-confirmation reports required by the Bankruptcy Rules or U.S. Trustee guidelines.
• Upon completion of all distributions, resolution of all Disputed Claims, prosecution or abandonment of all Causes of Action, and filing of all required tax returns, the Plan Administrator will - in its reasonable discretion after consultation with the Oversight Committee - file a motion seeking entry of a final decree closing the case and dissolving the Liquidating Debtor under applicable state law, having first obtained and filed all final federal, state, and local tax returns.

Plan Administrator Reserve

• Upon the Effective Date, the Debtor shall fund no less than $[•] into the Plan Administrator Reserve, a segregated account used to pay the costs and expenses incurred by the Plan Administrator in administering the Liquidating Debtor’s estate.
  • Once the Plan Administrator determines the estate is fully administered, any remaining funds become assets of the Liquidating Debtor available for distribution under the Plan.

Oversight Committee

• On the Effective Date, an Oversight Committee is to be formed to oversee the Plan Administrator’s administration of the Plan in place of the continued existence of the Committee (the Plan’s definition refers to the oversight committee “if any”).
  • It will comprise at least three members designated by the Committee and reasonably acceptable to the Debtor, whose identities will be disclosed on or before the Confirmation Date.
  • The Oversight Committee will have standing to be heard on any matter relating to the administration of the Plan, including objections to Claims, prosecution of Causes of Action, distributions to Classes of creditors, and the appointment, removal, and replacement of the Plan Administrator.
  • The Plan Administrator must consult with, and where required by the Plan seek the reasonable consent of, the Oversight Committee on material decisions concerning administration of the Plan and the wind-down.
  • The Oversight Committee may seek removal of the Plan Administrator for cause upon application to the Bankruptcy Court and may designate a successor with the reasonable consent of the Debtor.
  • Members will receive no compensation but are entitled to reimbursement of reasonable out-of-pocket expenses from the assets of the Liquidating Debtor.
  • The Oversight Committee dissolves automatically upon the earlier of entry of a final decree closing the case and an order of the Bankruptcy Court dissolving it.

Distributions

• The Plan Administrator will make all distributions using available Cash on the Effective Date and further Cash proceeds collected from liquidation of assets thereafter.
  • An initial distribution of available Cash will be made on the Effective Date or as soon as reasonably practicable thereafter, with subsequent distributions within 30 days after the end of each calendar quarter, beginning with the first calendar quarter ending at least 90 days after the Effective Date.
  • Holders of Allowed Administrative Claims receive their distribution on the Effective Date or, if Allowed later, as soon as reasonably practicable thereafter; holders of Allowed Professional fee Claims are paid upon entry of a Final Order approving the applicable final fee application.
• Postpetition interest will not accrue or be paid on any Claim unless specifically provided in the Confirmation Order or another order of the Bankruptcy Court, or required by applicable law.
• Aggregate consideration distributed will be treated as first satisfying the stated principal amount of Allowed Claims, as determined for federal income tax purposes, with any remaining consideration satisfying accrued but unpaid interest.
• Distribution Record Date - the Confirmation Date or such other date established by the Bankruptcy Court:
  • Class registers close as of the close of business on that date, and neither the Debtor nor the Plan Administrator is obligated to recognize any subsequent transfer of Claims or Interests.
  • With respect to cure costs and cure disputes, none of the Debtor, the Liquidating Debtor or the Plan Administrator is obligated to recognize any party other than the non-Debtor counterparty to the underlying contract or lease, even if that counterparty has sold, assigned or otherwise transferred its cure cost Claim.
• Undeliverable and unclaimed distributions:
  • No payment will be made on a returned distribution until the Plan Administrator is notified of the holder’s then-current address, at which time the distribution is made without interest; such distributions are deemed unclaimed property under section 347(b) of the Bankruptcy Code 90 days after distribution, after which no further payments will be made.
  • Holders have 90 days from the date of any distribution to negotiate checks, after which payment will be stopped and no further payments made on account of such unclaimed property.
  • Amounts attributable to unclaimed distributions return to the Liquidating Debtor’s distributable Cash for redistribution to holders of Allowed Claims in subsequent distributions.
  • The Plan Administrator has no obligation to locate holders beyond reviewing the Debtor’s books and records, filed proofs of Claim, and transfers of Claim filed under Bankruptcy Rule 3001.
• De minimis distributions: no payment of fractions of cents will be made, and the Plan Administrator has no obligation to make any distribution of less than $50.00 in Cash to any Claim holder.
• The Plan Administrator may set off and/or recoup against any Allowed Claim and the related distributions any claims, rights and Causes of Action the Debtor or its successors may hold against the holder after the Effective Date; neither the failure to effect a setoff or recoupment nor the allowance of any Claim waives or releases any Cause of Action against that holder.
• The Plan Administrator will comply with all withholding and reporting requirements, and may require holders to submit appropriate tax and withholding certifications.
  • Each holder bears sole responsibility for tax obligations on account of its distribution.
  • No distribution need be made if, 90 days after transmission of a written request, the Plan Administrator has not received a valid, completed IRS form from the holder.
• Claims paid or payable by third parties:
  • The Plan Administrator may reduce a Claim in full, and such Claim will be disallowed without an objection being filed, upon 30 days’ notice to the creditor, to the extent the holder receives payment on account of that Claim (before or after the Effective Date) from a party that is not the Debtor.
  • A holder that receives both a Plan distribution and a payment from a non-Debtor party must repay or return the distribution to the Plan Administrator within 10 days of receipt, to the extent its total recovery from the third party and under the Plan exceeds the Allowed amount of its Claim as of the date of the distribution; if it fails to do so, the Plan Administrator may pursue any rights and remedies against the holder under applicable law.
  • No distribution will be made on an Allowed Claim payable under one of the Debtor’s insurance policies until the holder has exhausted all remedies with respect to that policy.
  • Distributions on Allowed Claims are made in accordance with the provisions of any applicable insurance policy, and, pursuant to section 524(e) of the Bankruptcy Code, nothing in the Plan waives any Cause of Action the Debtor or any Person may hold under the Debtor’s insurance policies, including against insurers, or waives any defenses held by such insurers, including coverage defenses.

Claims Resolution

• Only the Plan Administrator may object to Claims after the Effective Date, and any objection or subordination motion filed by the Debtor before the Effective Date is automatically assigned to the Plan Administrator on the Effective Date.
• Objections must be served and filed by the Claims Objection Deadline - the later of [180] days after the Effective Date and [180] days after the date a proof of Claim is filed or amended - which the Bankruptcy Court may extend at any time upon a motion filed before the then-current deadline expires, with the deadline automatically extended upon the filing of such a motion through entry of an order ruling on it.
• Claims filed after the applicable bar date are automatically deemed disallowed and expunged, unless the filer obtained Bankruptcy Court authority before filing.
• From and after the Effective Date, the Plan Administrator may settle or compromise any Disputed Claim without notice to or approval of the Bankruptcy Court, the Oversight Committee, or any other party, while retaining the right to seek court approval if requested by the counterparty or directed by the Oversight Committee.
• Disputed Claims receive no distributions unless and until they become Allowed, and the Plan Administrator will reserve 100% of the amount of each Disputed Claim from further distributions to holders of Allowed Claims in the same or junior Classes.
• Administrative Claims Bar Date: the first Business Day that is 30 days after entry of the Solicitation Procedures Order, by which a holder must file and serve on the Plan Administrator a request for payment under the procedures specified in the Solicitation Procedures Order. No request is required for (i) Professional fee Claims, (ii) governmental unit Claims under section 503(b)(1)(D), (iii) timely filed and Allowed section 503(b)(9) Claims, or (iv) Administrative Claims already Allowed on or before the bar date; the Plan does not alter, extend or modify the section 503(b)(9) deadline set in the Bar Date Order [Docket No. 118].
  • Holders required to file who fail to do so by the deadline are forever barred, estopped, and enjoined from asserting such Claims, which will be deemed discharged as of the Effective Date and subject to the Plan’s permanent injunction.
  • A timely filed request becomes an Allowed Administrative Claim if neither the Plan Administrator nor any other party in interest objects on or before the Claims Objection Deadline; if an objection is timely filed, the Claim is Allowed only to the extent allowed by Final Order or as settled, compromised or otherwise resolved under Article VII.
  • Professionals must file final fee applications on or before the 45th calendar day following the Effective Date.
• On the Effective Date, the engagement of each Professional retained by the Debtor terminates without further order, though Professionals may prosecute their fee claims, with the Plan Administrator responsible for the associated fees, costs and expenses.
  • From and after the Effective Date, the Plan Administrator will pay post-Effective Date Professional charges incurred by the Liquidating Debtor, the Plan Administrator, or the Committee and its professionals in the ordinary course, without application to or approval from the Bankruptcy Court.

Preservation of Causes of Action

• All Causes of Action vest in the Liquidating Debtor on the Effective Date, and the Plan Administrator may retain, enforce, sue on, settle, compromise, resolve, discontinue, abandon, or dismiss them without Bankruptcy Court approval - other than Causes of Action released under the Plan - and may pursue them in its sole and absolute discretion, or, in consultation with the Oversight Committee, abandon or decline to pursue any Cause of Action.
  • Any settlement or compromise providing for a recovery to, or payment by, the Liquidating Debtor in excess of $[•] must be made in consultation with the Oversight Committee.
  • The Debtor and Liquidating Debtor expressly reserve all rights to prosecute any and all Causes of Action, and no Person may rely on the absence of a specific reference in the Plan or Disclosure Statement as an indication that a Cause of Action will not be pursued.
  • Unless expressly waived, released, or settled, all Causes of Action are reserved for later adjudication, and no preclusion doctrine - including res judicata, collateral estoppel, issue or claim preclusion, estoppel, or laches - will apply as a consequence of confirmation or consummation.

Executory Contracts and Unexpired Leases

• All executory contracts and unexpired leases are deemed rejected as of the Effective Date, other than those previously assumed or rejected by final order, designated on the Schedule of Assumed Contracts and Leases, or subject to a separate section 365 motion filed before the Effective Date.
  • The Debtor may amend the Schedule of Assumed Contracts and Leases to add or remove any contract or lease at any time prior to the Confirmation Date.
  • Entry of the Confirmation Order constitutes approval of the rejections and assumptions, with each assumed contract or lease assigned to and fully enforceable by the Liquidating Debtor in accordance with its terms.
• Rejection damages claims must be filed with the Bankruptcy Court and served on the Plan Administrator no later than 30 days after the effective date of rejection (which may be the Effective Date or such other date as the Bankruptcy Court orders), or the claimant is forever barred from filing a Claim or sharing in distributions on account of such damages.
• Cure of defaults - including resolution of objections as to adequate assurance of future performance and proposed cure amounts - is governed by the Solicitation Procedures Order, with all cure amounts satisfied by the Liquidating Debtor if not satisfied by the Debtor before the Effective Date.
  • Assumption results in the full release and satisfaction of any Claims or defaults associated with the contract, whether monetary or nonmonetary, including change-of-control and bankruptcy-related defaults arising before the effective date of assumption, and any proof of Claim filed with respect to an assumed contract or lease is deemed disallowed and expunged.
• All contracts, agreements and leases entered into or assumed by the Debtor after the Petition Date are deemed assigned to the Liquidating Debtor on the Effective Date.
• Neither the inclusion nor exclusion of any contract or lease on the Schedule of Assumed Contracts and Leases constitutes an admission that such agreement is executory or unexpired, or that the Debtor or Liquidating Debtor has any liability thereunder.

Conditions Precedent

• Confirmation is conditioned on entry of the Confirmation Order in form and substance acceptable to the Debtor and the Committee.
• The Effective Date is conditioned on:
  • The Confirmation Order having become a Final Order.
  • Execution and delivery of the Plan Documents, with any conditions contained therein satisfied or waived.
  • Receipt of all material governmental, regulatory and third party approvals in connection with the Plan, if any (unless failure to obtain them would not have a material adverse effect on the Debtor), and the absence of any pending or threatened proceeding that would prohibit consummation.
• The Debtor or the Committee may waive any Effective Date condition at any time with the reasonable consent of the other, without leave of or notice to the Bankruptcy Court; the Bankruptcy Rule 3020(e) stay of the Confirmation Order is deemed waived by the Confirmation Order.
• If substantial consummation does not occur, the Plan and Confirmation Order are null and void, no distributions will be made, and nothing in the Plan or Disclosure Statement will constitute a waiver or release of claims, prejudice any party’s rights, or constitute an admission.

Compromise of Controversies

• In consideration for the classification, distributions, releases, and other benefits provided under the Plan, the Plan’s provisions, upon the Effective Date, constitute a good faith compromise and settlement of all Claims, Interests, and controversies resolved thereunder, provided that nothing therein compromises, settles, releases, or otherwise affects any Causes of Action preserved under the Plan.
  • The Plan is deemed a motion to approve such compromise under Bankruptcy Rule 9019, and entry of the Confirmation Order constitutes the Bankruptcy Court’s approval under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019.

Releases

• “Released Parties” include the Debtor, the Liquidating Debtor, the Committee and each of its members (solely in their capacity as Committee members), and the respective attorneys, accountants, financial advisors, investment bankers, consultants and other professionals of the foregoing, solely to the extent each is not an Insider or Affiliate of the Debtor.
• “Releasing Parties” include the Released Parties (other than the Debtor and the Liquidating Debtor), all holders of Claims or Interests entitled to vote on the Plan, and all holders of Claims or Interests deemed to accept or reject the Plan on or before the Voting Deadline, together with their related persons and professionals to the extent the corresponding parties are legally able to bind them under applicable non-bankruptcy law.
• Release of the Debtor: as of the Effective Date, each Releasing Party releases the Debtor from all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities, whether prepetition or postpetition up until the Effective Date, including derivative claims, relating to the Debtor or the conduct of its business, the formulation, preparation, dissemination or negotiation of the Plan and Disclosure Statement, the chapter 11 case, the pursuit of confirmation and consummation, and the administration and implementation of the Plan.
• Release by the Debtor: pursuant to section 1123(b), as of the Effective Date, the Debtor and its estate release the Released Parties from all such Claims and Causes of Action arising from the same subject matter.
• Carve-outs from the releases:
  • Claims or Causes of Action arising from an act or omission judicially determined by Final Order to have constituted actual fraud, willful misconduct, or gross negligence.
  • Any post-Effective Date obligations under the Plan or any document, instrument, or agreement executed to implement the Plan.
  • With respect to the Debtor’s release, any Claims or Causes of Action - including those arising under Chapter 5 of the Bankruptcy Code - against any Person that is or at any relevant time was an Insider as defined in section 101(31).
• Entry of the Confirmation Order constitutes the Bankruptcy Court’s approval of the releases by the Debtor described in Article 10.04, including by reference each related provision and definition in the Plan, and its finding that each release described in Article 10.04 is given in exchange for the good and valuable consideration provided by the Released Parties, including their contributions to implementing the Plan, is a good-faith settlement and compromise of the Claims released by the Debtor, is in the best interests of the Debtor and all holders of Claims and Interests, is fair, equitable, and reasonable, was given after due notice and opportunity for hearing, is a sound exercise of the Debtor’s business judgment, and bars the Debtor or its estate from asserting any related Claim or Cause of Action against the Released Parties or their property.

Exculpation

• “Exculpated Parties” include the Debtor, the Committee and each of its members (solely in their capacity as such), the Plan Administrator, the Oversight Committee and each of its members, and all officers, directors, employees, agents, attorneys, financial advisors, investment bankers, consultants, and other professionals of the foregoing, to the extent acting in such capacity between the Petition Date and entry of a final decree closing the case.
• No Exculpated Party will have or incur liability for any Cause of Action related to any act or omission from the Petition Date to the Effective Date - or, with respect to the Plan Administrator, the Oversight Committee, and their respective professionals, to the date of entry of a final decree closing the case - in connection with the chapter 11 case, the Plan, the Disclosure Statement, the pursuit of confirmation and consummation, or the administration and implementation of the Plan, except for acts or omissions judicially determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.
• Exculpated Parties are entitled, to the fullest extent permitted by law, to reasonably rely on the advice of counsel with respect to their duties and responsibilities and, upon substantial consummation of the Plan, are deemed to have participated in good faith and in compliance with applicable law regarding the solicitation and distribution of consideration under the Plan, and are not liable at any time for any violation of law governing such solicitation or distributions.

Injunction and Discharge

• Subject to the occurrence of the Effective Date and notwithstanding Bankruptcy Rules 3020(e), 6004(h) and 7062, the Plan’s provisions are immediately effective and enforceable on and after the Confirmation Date and bind every holder of a Claim or Interest and its successors and assigns - whether or not Impaired, whether or not the holder voted, and whether or not it receives a distribution - as well as all parties subject to the Plan’s settlements, compromises, releases and injunctions, each Person acquiring property under the Plan, and all non-Debtor counterparties to executory contracts, unexpired leases and other prepetition agreements.
• All injunctions or stays arising before the Confirmation Date under sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, remain in full force and effect until the Effective Date.
• From and after the Effective Date, all Persons are permanently enjoined from commencing or continuing any Cause of Action released or to be released under the Plan or Confirmation Order, and the Releasing Parties are permanently enjoined from proceeding against the Released Parties and Exculpated Parties and their assets on account of any Claim or remedy released under Article X.
• All Persons holding Claims or Interests released or subject to exculpation are permanently enjoined from, among other things, commencing or continuing any action, enforcing or recovering any judgment, creating or perfecting any lien, or asserting any right of setoff or subrogation against such Persons or their property on account of such Claims or Interests.
• Pursuant to section 1141(d)(3) of the Bankruptcy Code, confirmation of the Plan does not discharge the Debtor.

Miscellaneous

• The Plan may be amended, modified, or supplemented by the Debtor as provided under section 1127 of the Bankruptcy Code without additional disclosure under section 1125, except as otherwise ordered by the Bankruptcy Court.
  • After the Confirmation Date, the Plan Administrator - with the consent of the Committee prior to the Effective Date, or the Oversight Committee on or after the Effective Date - may remedy defects or reconcile inconsistencies in the Plan, Plan Documents, or Confirmation Order, provided such action does not materially and adversely affect the treatment of holders of Allowed Claims and Interests; any holder that has accepted the Plan is deemed to have accepted it as amended, modified or supplemented.
  • Prior to the Effective Date, the Debtor may make technical adjustments and modifications without further court order, provided they do not materially adversely affect such treatment.
• The Debtor reserves the right to revoke or withdraw the Plan prior to the Effective Date; if it does so, or if the Effective Date does not occur, the Plan and any settlements, compromises, assumptions and rejections effected thereby are null and void, without waiver, prejudice or admission.
• Except to the extent the Bankruptcy Code or Bankruptcy Rules apply, and subject to any contract, lease, instrument, release, indenture or other agreement entered into expressly in connection with the Plan, the rights and obligations arising under the Plan are governed by the laws of the State of Delaware without giving effect to conflict of laws principles; provided that governance matters relating to the Debtor and the Liquidating Debtor, as applicable, are governed by the laws of their state of organization.
• To the fullest extent permitted by applicable law, any sale transaction consummated by the Debtor or the Liquidating Debtor on and after the Confirmation Date, and any assumption, assignment or transfer under the Plan, is exempt under section 1146(a) of the Bankruptcy Code from stamp, transfer, mortgage recording and similar taxes.
• On the Effective Date, the Plan is deemed substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.
• The Bankruptcy Court retains exclusive jurisdiction over all matters arising in, arising under, or related to the chapter 11 case, the Plan, or the Confirmation Order, including to determine Claims and Interests, resolve assumption and rejection matters, enforce releases, exculpations and injunctions, hear tax matters under sections 346, 505, and 1146, recover assets of the estate, and enter a final decree closing the case.
• Each holder of a Claim or Interest is deemed to have waived any right to assert any argument based on an agreement made with the Debtor, its counsel, or any other Person if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court prior to the Confirmation Date.