Lurin Real Estate Holdings XXI - Chapter 11 Plan Terms

Plan Terms

Overview

• Lurin Real Estate Holdings LXIV, LLC (the “Debtor”) proposes a plan of liquidation under Chapter 11 of the Bankruptcy Code, dated August 7, 2026 and filed in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, Case No. 26-90344 (ARP) (jointly administered with the other Lurin debtors under the lead case captioned Lurin Real Estate Holdings XXI, LLC). Mark Shapiro serves as Chief Restructuring Officer, and the Petition Date was April 10, 2026.
  • The “Morgan Property” is a multi-family apartment complex located at 5473 27th Street South, St. Petersburg, Florida 33712.
  • The Prepetition Loan Agreement, dated as of Jan. 28, 2025, as amended and/or supplemented, is between the Debtor, as borrower, and BDS Mortgage Capital G LLC (“Bridge”), as lender. The Prepetition Loan Agreement Claims are the Allowed Secured Claim asserted against the Debtor and its Estate by Bridge arising thereunder.
  • Jon P. Venetos is the Guarantor under a Guaranty of Recourse Obligations dated on or about May 15, 2025, made by the Guarantor in favor of Bridge.
  • An official committee of unsecured creditors (the “Committee”) was appointed in the Chapter 11 Case [Docket No. 265].
• On the Effective Date, substantially all of the Debtor’s assets will be transferred to the highest bidder for those assets pursuant to the Confirmation Order, which will confirm the Plan under section 1129 of the Bankruptcy Code and approve the Sale.
  • Following the Effective Date, the Debtor’s remaining assets will be transferred to the Liquidating Debtor, the successor to the Debtor created on the Effective Date.
  • The Liquidating Debtor will be responsible for liquidating the remaining assets of the Debtor’s Estate, making Distributions to Holders of Allowed Claims, and proceeding with an orderly, expeditious, and efficient wind-down of the Estate in accordance with the Plan.
• The Debtor believes that Distributions under the Plan will provide all Holders of Claims against the Debtor at least the same recovery on account of Allowed Claims as a chapter 7 liquidation, and would be made more quickly than Distributions by a chapter 7 trustee, who would charge a substantial fee reducing the amount available for Distribution. The Debtor therefore believes Confirmation and Consummation of the Plan is in the best interests of all Holders of Claims and Interests.
• Interpretive provisions: Texas law governs the rights, obligations, construction, and implementation of the Plan (without giving effect to conflict-of-laws principles), except that corporate or limited liability company governance matters relating to the Debtor are governed by the law of its state of formation. In the event of an inconsistency, the Plan controls over the Disclosure Statement and the Plan Supplement, and the Confirmation Order controls over the Plan.

Sale Transaction

• Upon entry of the Bidding Procedures Order, the Bankruptcy Court authorized the Debtor to enter into an Asset Purchase Agreement with Bridge whereby Bridge credit bid $41,081,036.63 on account of the Prepetition Loan Agreement Claims, plus any amounts owed to Bridge on account of the DIP Advances (as defined in the Final Cash Collateral Order), for substantially all of the Debtor’s assets (the “Bridge Credit Bid”), made pursuant to section 363(k) of the Bankruptcy Code.
  • Pursuant to the Bidding Procedures Order, the Bridge Credit Bid is subject to higher and better bids, and either the Bridge Credit Bid or such higher and better bid will be approved under section 363 of the Bankruptcy Code free and clear of all liens and claims pursuant to the Plan and the Confirmation Order.
  • “Sale Proceeds” are the collective proceeds received from the Sale.
• The transactions contemplated by the Plan, including the Sale, shall be approved and effective as of the Effective Date, without the need for any further state or local regulatory approvals or approvals by any non-Debtor parties, and without any requirement for further action by the Debtor, their board of directors, their stockholders, or any other Entity.
• To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, the sale of substantially all of the Debtor’s assets shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate or personal property transfer tax, sale or use tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order the appropriate governmental officials or agents shall forgo collection of any such tax or assessment and accept the relevant instruments for filing and recordation without payment thereof.
• On the Effective Date, except as otherwise specifically provided in the Plan, (1) the Debtor’s obligations under any membership interests, certificates, shares, notes, bonds, indentures, purchase rights, options, or warrants shall be cancelled solely as to the Debtor, with no continuing obligation of the Liquidating Debtor thereunder, and (2) the Debtor’s obligations under any indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar governing documents shall be released and discharged; provided that any such agreement governing the rights of a Holder of a Claim shall continue in effect solely to allow Holders of Allowed Prepetition Loan Agreement Claims to receive Distributions under the Plan and to maintain their liens and, if necessary, release or take other action with respect to such liens.

Treatment of Claims and Interests

• In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Fee Claims, and Priority Tax Claims have not been classified and are excluded from the Classes of Claims and Interests.
  • Except to the extent a Holder agrees to less favorable treatment, each Holder of an Allowed Priority Tax Claim shall receive treatment in a manner consistent with section 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, it shall be paid in accordance with the terms of any agreement between the Debtor or the Liquidating Debtor and the Holder, or as may be due and payable under applicable non-bankruptcy law.
• Unless otherwise agreed with the Liquidating Debtor or otherwise provided under the Plan, and to the extent not already paid during the Chapter 11 Case, each Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims and Claims for fees under section 1930 of the Judicial Code) shall be paid from the Liquidating Assets in Cash the unpaid portion of such claim: (1) if Allowed on or before the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or when due, if not then due); (2) if Allowed after the Effective Date, on the first Business Day after the date that is 21 days after Allowance, or as soon as reasonably practicable thereafter; (3) if based on ordinary-course liabilities, per the terms of the underlying transaction; (4) as agreed with the Liquidating Debtor; or (5) as set forth in a Final Order.
  • Requests for payment of Administrative Claims arising between the Petition Date and the Effective Date must be Filed and served on the Liquidating Debtor by the Administrative Claims Bar Date, except for Claims under section 503(b)(9), Judicial Code section 1930 fees, and Professional Fee Claims; objections are due no later than 90 days after the Effective Date or such other date fixed by the Bankruptcy Court. No request need be Filed for an Administrative Claim previously Allowed.
  • Holders required to File and serve such a request who fail to do so by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtor, the Liquidating Debtor, or their property, and such Claims shall be deemed discharged as of the Effective Date without further objection, notice, or order.
• Class 1 – Other Priority Claims: Each Holder shall receive, in full and complete settlement, release, and discharge of such claim, (i) payment in full in Cash on account of the unpaid portion of such claim on the later of (a) the Effective Date (or as soon thereafter as reasonably practicable) and (b) as soon as reasonably practicable after the date such claim becomes due and payable; (ii) such other less favorable treatment as agreed between the Liquidating Debtor and the Holder; or (iii) such other treatment as renders such claim Unimpaired.
  • Unimpaired; deemed to accept and not entitled to vote.
• Class 2 – Senior Other Secured Claims: On or as soon as practicable after the Effective Date, each Holder shall receive, at the Liquidating Debtor’s election and except to the extent the Holder agrees to less favorable treatment, either (i) Cash equal to the amount of such claim pursuant to the Liquidating Waterfall, (ii) the property that serves as security for such claim, or (iii) such other treatment rendering the claim Unimpaired under section 1124 of the Bankruptcy Code.
  • Any Deficiency Claim of a Holder of a Senior Other Secured Claim shall be treated as a Class 4 General Unsecured Claim.
  • Unimpaired; deemed to accept and not entitled to vote.
• Class 3 – Prepetition Loan Agreement Claims: Allowed in the amount of $47,176,707.32, plus (i) the DIP Advances, (ii) per diem interest and charges accruing under the Loan Documents, and (iii) estimated legal fees, costs and expenses accruing from the Petition Date through the conclusion of the Chapter 11 Case.
  • Bridge, as sole Holder, shall receive either (i) Cash from the Liquidating Assets in accordance with the Liquidating Waterfall equal to the full amount of the Prepetition Loan Agreement Claims, or (ii) in the event the Bridge Credit Bid is the successful bid in connection with the Sale, the Morgan Property.
  • Impaired; entitled to vote.
• Class 4 – General Unsecured Claims: Each Holder shall receive its Pro Rata share of the Liquidating Assets pursuant to the Liquidating Waterfall.
  • Any Claim arising from the rejection of Executory Contracts or Unexpired Leases that becomes an Allowed Claim is classified and treated as a Class 4 General Unsecured Claim.
  • Impaired; entitled to vote.
• Class 5 – Interests: Each Holder shall receive its Pro Rata share of the Liquidating Assets pursuant to the Liquidating Waterfall.
  • Impaired; deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code because Holders are not expected to receive any Distribution, and therefore not entitled to vote.
• Nothing in the Plan affects the Debtor’s, the Estate’s, or the Liquidating Debtor’s rights in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to, or setoffs or recoupment against, such Claims.
• Any Class that does not have a Holder of an Allowed Claim or Allowed Interest, or of a Claim or Interest temporarily Allowed by the Bankruptcy Court, as of the commencement of the Confirmation Date shall be considered vacant and deemed eliminated from the Plan for purposes of voting and of determining acceptance or rejection under section 1129(a)(8) of the Bankruptcy Code.

Liquidating Waterfall

• Priority of Distributions from the Liquidating Assets shall be pursuant to the following waterfall:
  • [First tier — illegible in the source copy; the Plan’s waterfall is numbered 1 through 6 and the summary reflects only tiers 2 and 4 through 6. Based on Article II.A (Allowed Administrative Claims are paid from the Liquidating Assets) and Article VI.A.1 (Distributions are made only after funding of the Reserves), this tier most likely covers Administrative Claims and/or the funding of the Reserves — confirm the exact language against a clean copy before publication];
  • Pro Rata to Holders of Allowed Priority Tax Claims and Other Priority Claims not paid before the Effective Date, until paid in full;
  • Pro Rata to Holders of Allowed Senior Other Secured Claims, in the amounts and in the priority provided under the Plan, until paid in full;
  • To the Holder of the Allowed Prepetition Loan Agreement Claims until paid in full;
  • Pro Rata to Holders of Allowed General Unsecured Claims in the amounts as determined by a final order or orders of the Bankruptcy Court, until paid in full; and
  • Pro Rata to Holders of Interests.
• “Liquidating Assets” means (a) Cash held by the Debtor on the Effective Date other than the funds in the Professional Fee Account, including any Sale Proceeds, and (b) the Retained Causes of Action, which are all Causes of Action of the Debtor not released or waived under the Plan.

The Liquidating Debtor

• The Liquidating Debtor shall exercise all powers and duties set forth in the Plan, including: (i) entering into and granting settlements, releases, and compromises, for which Bankruptcy Court approval shall not be required; and (ii) retaining professionals and advisors, attorneys and accountants as it deems appropriate and advisable, and paying such professionals as professionals and expenses of administration of the Liquidating Debtor, without the need for Bankruptcy Court approval or authorization.
• From and after the Effective Date, the Liquidating Debtor shall be solely responsible for prosecution and settlement of all Retained Causes of Action pursuant to the Plan and Confirmation Order, and shall have the exclusive rights, powers, and interests of the Estate to pursue, settle, or abandon such Retained Causes of Action without further court order.
  • The Liquidating Debtor reserves and retains any and all Retained Causes of Action against any and all third parties, whether arising before, on or after the Petition Date, the Confirmation Date, the Effective Date, and/or the Distribution Record Date, including against (i) any insurer and/or insurance policies in which the Debtor and/or its current or former personnel have an insurable or other interest in or right to make a claim against, and any other of the Debtor’s insurers; or (ii) any recipient of a transfer identified in the Debtor’s Statements of Financial Affairs, including any amendments thereto, based on Retained Causes of Action under chapter 5 of the Bankruptcy Code.
  • Entry of the Confirmation Order shall not constitute res judicata or preclusion with respect to, or otherwise bar, estop, or inhibit, any actions by the Liquidating Debtor relating to Retained Causes of Action, even if not specifically identified in the Plan, the Plan Supplement, the Schedule of Retained Causes of Action, or the Disclosure Statement, and no Entity may rely on the absence of a specific reference to a Cause of Action as an indication that it will not be pursued.
• On the Effective Date, the Liquidating Debtor will enter into such transactions as may be necessary or appropriate on the Debtor’s behalf to merge, dissolve, or otherwise terminate the corporate existence of the Debtor; provided that the Liquidating Debtor may dissolve the Debtor on a later date to promote efficiencies in the accrual of tax and other payment liabilities.
• The Debtor shall File all reports for each month (including any fraction thereof) through the Effective Date. Following the Effective Date, the Liquidating Debtor shall pay statutory fees in full in Cash when due and payable and File quarterly reports with the Bankruptcy Court, and shall remain obligated to pay U.S. Trustee quarterly fees and to File quarterly reports until the cases are closed, dismissed, or converted to cases under chapter 7 of the Bankruptcy Code.
• Other Effective Date consequences include:
  • All employment, severance, retirement, indemnification, and other similar employee-related agreements or arrangements (including any employee benefits) in place with the Debtor’s employees that have not been previously terminated shall be terminated.
  • The Debtor shall be deemed to have rejected all Executory Contracts and Unexpired Leases that (1) have not been previously rejected (including by operation of section 365(d)(4) of the Bankruptcy Code), assumed, or assumed and assigned, including in connection with the Sale and the Plan, and (2) have not expired under their own terms prior to the Effective Date.
  • The Committee shall dissolve automatically with respect to the Chapter 11 Case, whereupon its members, Professionals, and agents shall be released from any further duties and responsibilities in the Chapter 11 Case and under the Bankruptcy Code, except for purposes of filing applications for Professional compensation.
  • Substantial consummation of the Plan under section 1101(2) of the Bankruptcy Code shall be deemed to occur.

Reserves and Professional Fees

• Each Holder of a Professional Fee Claim shall be paid in Cash first from the Professional Fee Account, in full, promptly after Bankruptcy Court approval of the Professional Fee Claim by a Final Order. Prior to the Effective Date, Bridge shall fund to the Debtor the amount of unpaid Professional Fee Claims in the Carve Out in accordance with the terms and conditions of the Final Cash Collateral Order [Docket No. 536].
• On the Effective Date, the Debtor shall establish and fund the Professional Fee Account — a segregated bank account — with Cash equal to the Professional Fee Reserve, which is the total amount of unpaid Professional Fee Claims before and as of the Effective Date.
  • The Professional Fee Account shall not be subject to any Lien and shall be maintained in trust by the Liquidating Debtor solely for the benefit of the Professionals, and its funds shall not be considered property of the Estate, the Debtor, or the Liquidating Debtor.
  • Following payment in full of all Allowed Professional Fee Claims, any remaining amount in the Professional Fee Account shall be Liquidating Assets without any further action or order of the Bankruptcy Court, with such turned-over funds again deemed property of the Estate and Liens that existed as of the date such funds were deposited into the Professional Fee Reserve restored on such funds in the same order and priority as existed on that date.
  • If a Professional does not provide an estimate of its unpaid Professional Fee Claims, the Debtor may estimate that Professional’s unpaid and unbilled fees and expenses.
  • To the extent funds held in the Professional Fee Account are insufficient to satisfy Allowed Professional Fee Claims, each Professional shall have an Allowed Administrative Claim for the deficiency, to be satisfied by the Liquidating Debtor in accordance with Article II.A and notwithstanding any obligation to File proofs of Claim or requests for payment on or before the Administrative Claims Bar Date.
• The Liquidating Reserve is the reserve maintained by the Liquidating Debtor from the Liquidating Assets for the reasonable costs and expenses of administering and liquidating the Liquidating Debtor, including the reasonable costs and expenses incurred by the Liquidating Debtor and the Liquidating Professionals, in the amount of $50,000. The Liquidating Reserve and the Professional Fee Reserve are collectively the “Reserves.”
• All fees due and payable pursuant to 28 U.S.C. § 1930(a)(6) prior to the Effective Date shall be paid by the Debtor in full in Cash on the Effective Date.

Distributions

• All Distributions under the Plan shall be made by the Liquidating Debtor. Except as otherwise provided in the Plan, and only after the funding of the Reserves, or as ordered by the Bankruptcy Court, all Distributions on account of Claims that are Allowed as of the Effective Date shall be made on a Distribution Date, which is (a) the Effective Date or (b) any Subsequent Distribution Date.
  • A Subsequent Distribution Date is any date after the Effective Date on which the Liquidating Debtor makes a Distribution after determining that one should be made in light of, inter alia, resolutions of Disputed Claims, the administrative costs of such a Distribution, and remaining Cash on hand after making the Distribution.
  • Distributions on account of Claims that first become Allowed after the Effective Date shall be made pursuant to the terms and conditions of the Plan.
  • The Distribution Record Date is the date on which the Confirmation Order is entered or such other date designated by the Debtor, or following the Effective Date, the Liquidating Debtor.
• On and after the Effective Date, the Liquidating Debtor is authorized (but not directed) to recognize and deal only with Holders of Claims listed on the Debtor’s books and records as of the Distribution Record Date and Holders that Filed Proofs of Claim by the Claims Bar Date, and has no obligation to recognize any transfer of, or sale of a participation in, an Allowed Claim occurring after the close of business on the Distribution Record Date.
• No partial payments or Distributions shall be made on a Disputed Claim until all disputes are resolved by settlement or Final Order, and an Entity holding both an Allowed Claim and a Disputed Claim shall receive no Distribution on the Allowed Claim until all objections to the Disputed Claim are resolved.
• No Distribution is required to any Holder of a Claim unless such Holder is to receive at least $50.00 in such Distribution; any interim Distribution of less than $50.00 shall be held in trust for the relevant Holder until the Distribution to that Holder equals at least $50.00. If, as of the date of the final Distribution, the Liquidating Debtor holds funds of less than $50.00 for any such Holder, those funds shall be deemed unclaimed property and treated accordingly.
• Distributions returned as undeliverable shall not be reissued until the Liquidating Debtor determines the Holder’s then-current address, and shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code 90 days after the applicable Distribution Date, after which such property reverts to the Liquidating Debtor notwithstanding any escheat, abandoned, or unclaimed property law, and the Holder’s Claim is discharged and forever barred. Checks not negotiated within 90 days of issuance are null and void, and a Holder that does not request reissuance within that period has its Claim discharged and is forever barred from asserting it.
• Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount, to any portion of such Claims for accrued but unpaid interest.
• The Liquidating Debtor shall comply with all tax withholding and reporting requirements, may liquidate a portion of a Distribution or withhold pending receipt of necessary information, may allocate Distributions in compliance with wage garnishments, alimony, child support, other spousal awards, Liens, and encumbrances, and may condition any Distribution on receipt of a completed IRS Form W-9 or applicable Form W-8.
• A Claim shall be reduced, and Disallowed to that extent without a Claims objection or further order, to the extent the Holder receives payment from a non-Debtor party; a Holder receiving both a Distribution and third-party payment in excess of its Claim must repay or return the excess to the Liquidating Debtor within 14 days of receipt. No Distribution shall 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, and nothing in the Plan waives any Retained Cause of Action against insurers or any coverage defense held by insurers.
• Except as otherwise specifically provided in a Final Order, the Plan, or the Confirmation Order, or as required by applicable bankruptcy law, postpetition interest shall not accrue or be paid on any Claims or Interests, and Holders shall not be entitled to postpetition interest, dividends, or accruals on the Distributions provided for in the Plan, regardless of whether such Distributions are delivered on or at any time after the Effective Date.

Claims Process and Deadlines

• The Administrative Claims Bar Date is (a) with respect to Administrative Claims other than Professional Fee Claims, 21 days after the Effective Date, and (b) with respect to Professional Fee Claims, 45 days after the Effective Date, unless otherwise ordered by the Bankruptcy Court.
  • Final fee applications for any Professional Fee Claim shall be Filed within 45 days of the Effective Date, and such applications and any objections shall comply in all respects with the Bankruptcy Code and the Bankruptcy Rules.
  • Professionals shall reasonably estimate their unpaid Professional Fee Claims before and as of the Effective Date and deliver such estimate to the Debtor no later than three business days after the Confirmation Date; such estimate shall not be deemed to limit the amount of fees and expenses that are the subject of the Professional’s final request for payment.
• All Claims arising from the rejection of Executory Contracts or Unexpired Leases must be Filed and served upon the Liquidating Debtor within 21 days of the occurrence of the Effective Date.
• Unless otherwise ordered by the Bankruptcy Court, the Liquidating Debtor shall File all objections to Claims no later than 180 days after the Effective Date, and may seek the Bankruptcy Court’s approval to extend that period by an additional 180 days if it determines an extension is warranted, without prejudice to seeking further extensions. A motion to extend the objection deadline automatically extends the deadline until the Bankruptcy Court enters an order on the motion.
  • The Liquidating Debtor shall have the exclusive authority to File, settle, compromise, withdraw, or litigate to judgment any objections to Claims as permitted under the Plan, and from and after the Effective Date may settle or compromise any Disputed Claim without a further Bankruptcy Court order.
• Except as otherwise provided or agreed, any Proof of Claim Filed after the Claims Bar Date — whether a new Claim or an amendment, unless the amendment was to correct a clerical error, add supporting information, reduce the asserted amount, or made pursuant to an agreement with the Debtor — shall be deemed Disallowed and expunged as of the Effective Date without further notice or order, and the Holder may receive no Distribution, unless the late-Filed Claim has been deemed timely Filed by a Final Order on or before the Confirmation Date.
• The Liquidating Debtor may at any time request that the Bankruptcy Court estimate any contingent or unliquidated Claim under section 502(c) of the Bankruptcy Code, regardless of any prior objection or ruling. An estimated amount constitutes a maximum limitation on such Claim, and the Liquidating Debtor may pursue supplemental proceedings objecting to ultimate payment. Notwithstanding section 502(j), no Holder of an estimated Claim may seek reconsideration of the estimation unless it Files a motion requesting that right within 14 calendar days after the date the Claim is estimated.
• The Claims and Noticing Agent is authorized to destroy all paper or hardcopy records related to the Chapter 11 Cases two years after the Effective Date has occurred.

Settlement

• Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Interests and controversies relating to the contractual, legal and subordination rights that a Holder of a Claim or Interest may have, or any Distribution to be made on account of such Allowed Claim.
  • Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement, as well as a finding that it is in the best interests of the Debtor, its Estate and Holders of Claims and Interests and is fair, equitable and reasonable.
  • After the Effective Date, without any further notice to or action, order or approval of the Bankruptcy Court, the Liquidating Debtor may compromise and settle Claims against the Debtor or its Estate and Causes of Action against other Entities.

Releases

• The “Releasing Parties” are, collectively, (a) the Debtor, (b) the Committee and its members, and (c) Bridge. The Plan’s only operative release provision, however, is the Debtor Releases granted by the Debtor and the Estate; the Plan contains no third-party release by Holders of Claims or Interests.
• The “Released Parties” are, collectively and in each case solely in its capacity as such, (a) the Debtor and its current directors, officers (including the Chief Restructuring Officer), employees, and Professionals, (b) the Committee and its members, (c) the Committee’s Professionals, and (d) Bridge and its officers, directors, members, managers, employees, affiliates, consultants, and advisors.
• Effective on and after the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, the Released Parties shall be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtor and the Estate from any and all past or present Claims, Interests, indebtedness and obligations, rights, suits, losses, damages, injuries, costs, expenses, Causes of Action, remedies, and liabilities whatsoever (the “Debtor Releases”).
  • The Debtor Releases shall not operate to waive or release any Causes of Action of the Debtor or its Estate arising from any act or omission of a Released Party found, pursuant to a Final Order, to be the result of such Released Party’s actual fraud, gross negligence, or willful misconduct.
• Nothing in the Plan is intended to be, or shall be construed as, a release, waiver, impairment, or compromise of any rights of Bridge against the Debtor or any other parties, including Jon P. Venetos in his capacity as Guarantor under the Guaranty made by the Guarantor in favor of Bridge; the Released Party definition likewise carves out any rights, claims or remedies of Bridge against the Debtor or any other parties, including the Guarantor, under the Guaranty, the Loan Documents, or applicable law.
  • For the avoidance of doubt, the Guarantor shall not be a Released Party under the Plan.
• Confirmation of the Plan effects no settlement, compromise, waiver or release of any Retained Cause of Action unless the Plan or the Confirmation Order specifically and unambiguously so provides, and the non-disclosure or non-discussion of any particular Retained Cause of Action shall not be construed as a settlement, compromise, waiver, preclusion, or release thereof.

Exculpation and Injunction

• The “Exculpated Parties” are, collectively and in each case in its capacity as such, (a) the Debtor, (b) the Chief Restructuring Officer, and (c) the Committee and its members.
  • An Exculpated Party, and any property of an Exculpated Party, shall not have or incur any liability to any Entity for any postpetition act arising prior to or on the Effective Date taken or omitted in connection with, related to or arising from the formulation, negotiation, preparation, dissemination, implementation, or administration of the Plan, the Plan Supplement, the Disclosure Statement [Docket No. 634], or any contract, instrument, or other agreement or document created or entered into in connection therewith or with the Chapter 11 Case, or any other postpetition act taken or omitted in connection with or in contemplation of the liquidation of the Debtor, the Chapter 11 Case, or the Confirmation or consummation of the Plan, or any Distribution made pursuant to the Plan, except for acts determined by a Final Order to constitute actual fraud, willful misconduct or gross negligence. In all respects, such parties shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under or in connection with the Plan.
• Except as otherwise expressly provided in the Plan or the Confirmation Order, or for obligations arising pursuant to the Plan, from and after the Effective Date all Entities who hold or may hold Claims or Interests, and all Entities acting on their behalf, are permanently enjoined from taking the following actions against the Debtor or the Liquidating Debtor on account of or in connection with or with respect to any Claims or Interests: (1) commencing or continuing in any manner any action or other proceeding of any kind; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order; (3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or their property or Estate; or (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against their property or Estate, unless such Holder has Filed a motion requesting the right to perform such setoff on or before the Confirmation Date.
• No Entity may commence or pursue a Claim or Cause of Action of any kind against the Exculpated Parties or the Liquidating Debtor that relates to or is reasonably likely to relate to any act or omission in connection with, relating to, or arising out of the Chapter 11 Case prior to the Effective Date, the formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, the Plan Supplement, or any transaction related thereto, any contract, instrument, release, or other agreement or document created or entered into before or during the Chapter 11 Case in connection with Confirmation, any preference, fraudulent transfer, or other avoidance Claim arising under chapter 5 of the Bankruptcy Code or other applicable law, the Filing of the Chapter 11 Case, the pursuit of Confirmation or Consummation, the administration and implementation of the Plan (including the distribution of property thereunder), or any other act, omission, transaction, agreement, event, or occurrence taking place on or before the Effective Date related thereto, without the Bankruptcy Court (1) first determining, after notice and a hearing, that such Claim or Cause of Action represents a colorable Claim of any kind and (2) specifically authorizing such Entity to bring such Claim or Cause of Action against any such Debtor, Exculpated Party, Released Party, or Liquidating Debtor.
  • The Bankruptcy Court will have sole and exclusive jurisdiction to adjudicate the underlying colorable Claim or Causes of Action.
• Setoff and recoupment: The Debtor, its Estate, and the Liquidating Debtor may set off against any Allowed Claim, and against the Distributions to be made on account of it, any Retained Cause of Action (once liquidated to a final, non-appealable judgment) they hold against that Holder, to the extent not otherwise compromised or settled on or before the Effective Date; neither the failure to effect a setoff nor the allowance of a Claim constitutes a waiver of such Retained Causes of Action. No Holder may set off a Claim against a Retained Cause of Action unless it has obtained relief from the Bankruptcy Court on a motion Filed on or before the Confirmation Date, and no Holder may recoup a Claim or Interest against a Retained Cause of Action unless it actually performed the recoupment and gave written notice to the Debtor on or before the Effective Date, notwithstanding any contrary reservation in a Proof of Claim.
• Unless otherwise provided in the Plan or in a Final Order, all injunctions or stays arising under or entered during the Chapter 11 Case under section 362 of the Bankruptcy Code or otherwise and in existence on the Confirmation Date shall remain in full force and effect until the later of the Effective Date and the date set forth in the order providing for such injunction or stay.

Retention of Jurisdiction

• Notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Chapter 11 Case and all Entities as to all matters related to the case, the Debtor, its Estate, and the Plan to the fullest extent permitted by law, including jurisdiction to: allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or Unsecured status, or amount of any Claim or Interest, including requests for payment of Administrative Claims; decide applications for allowance of Professional compensation and reimbursement; resolve matters relating to rejection of Executory Contracts and Unexpired Leases and any resulting Claims, and disputes over whether a contract or lease is or was executory or expired; ensure Distributions are made in accordance with the Plan; adjudicate motions, adversary proceedings, and contested matters; resolve all matters related to Retained Causes of Action and to sections 1141 and 1145 of the Bankruptcy Code; enter orders necessary to implement or consummate the Plan and administer the Liquidating Debtor; resolve disputes over the Plan’s releases and injunctions and over repayment or return of Distributions; enter orders if the Confirmation Order is modified, stayed, reversed, revoked, or vacated; consider modifications curing defects or inconsistencies; determine priority Claims under section 507; hear tax matters under sections 346, 505, and 1146; enforce prior orders; enter a final decree closing the Chapter 11 Case; and adjudicate all other matters within its jurisdiction.

Conditions Precedent

• Conditions to Confirmation:
  • A Confirmation Order approving the Plan shall have been entered by the Bankruptcy Court.
  • All other actions, documents, and agreements necessary to implement the Plan shall have been effected or executed.
  • All required consents, approvals, and authorizations, if any, have been obtained.
• Conditions to the Effective Date, which shall occur on the date the last of such conditions is satisfied and/or waived:
  • The Debtor shall have fully funded the Professional Fee Account with all amounts contemplated to be paid to Holders of Professional Claims under the Plan.
  • The Confirmation Order shall be a Final Order (and to the extent an appeal is taken of the Confirmation Order but no stay is in place, the Confirmation Order shall be deemed to be a Final Order).
  • The closing of the Sale shall have occurred.
  • All actions, documents, certificates, and agreements necessary to implement the Plan shall have been effected or executed and delivered to the required parties and, to the extent required, Filed with the applicable Governmental Units in accordance with applicable laws.
• Each of the conditions to Confirmation and to Consummation may be waived by the Liquidating Debtor without notice, leave, or order of the Bankruptcy Court or any formal action other than proceeding to confirm or consummate the Plan.
• If Consummation does not occur, nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any claims by or Claims against or Interests in the Debtor; (2) prejudice in any manner the rights of the Debtor, the Committee, the Estate, any Holders, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by any such party in any respect.

Plan Support and Binding Effect

• The Plan shall bind all Holders of Claims against and Interests in the Debtor or its Estate to the maximum extent permitted by applicable law, notwithstanding whether such Holder (i) will receive or retain any property or interest in property under the Plan, (ii) has Filed a proof of Claim or Interest in the Chapter 11 Case, or (iii) failed to vote to accept or reject the Plan or voted to reject the Plan.
• Upon entry of the Confirmation Order, the Debtor will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code and any applicable nonbankruptcy law, and pursuant to section 1125(e) of the Bankruptcy Code the Debtor and its officers and professionals will be deemed to have participated in good faith and in compliance with the Bankruptcy Code and will have no liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes on the Plan.
• All Holders of Claims entitled to vote are encouraged to read the Plan and the Disclosure Statement carefully and in their entirety before voting.

Amendments and Modifications

• Subject to the limitations in the Plan, the Debtor reserves the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan.
  • The Debtor shall not be permitted to alter, amend or modify any provision or term of the Plan that would affect, in any manner whatsoever, the treatment of the Prepetition Loan Agreement Claims without the prior written consent of Bridge.
  • Subject to section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and the restrictions on modifications set forth in the Plan, the Debtor expressly reserves its right to alter, amend, or modify the Plan one or more times after Confirmation, and may initiate proceedings in the Bankruptcy Court to do so, or to remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order.
  • After the Effective Date, any modifications to the Plan must be approved by an order of the Bankruptcy Court upon a motion by the Liquidating Debtor.
• Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since solicitation are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.
• The Debtor reserves the right to revoke or withdraw the Plan prior to the Effective Date and to File subsequent chapter 11 plans. If the Debtor revokes or withdraws the Plan, or if Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan, assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant thereto shall be deemed null and void except as may be set forth in a separate order entered by the Bankruptcy Court; and (3) nothing contained in the Plan shall (x) constitute a waiver or release of any Claims by or against, or any Interests in, the Debtor or the Estate; (y) prejudice in any manner the rights of the Debtor, the Estate, or the Committee; or (z) constitute an admission, acknowledgement, offer or undertaking of any sort by the Debtor or the Estate.

Miscellaneous Provisions

• Unless the Debtor has agreed otherwise in a written agreement or stipulation approved by the Bankruptcy Court, all security deposits provided by the Debtor to any Entity at any time after the Petition Date shall be returned to the Liquidating Debtor within ten days after the Effective Date, without deduction or offset of any kind.
• An act or omission by a Holder of a Claim or Interest in contravention of the Plan is an event of default, upon which the Liquidating Debtor may seek to hold the defaulting party in contempt of the Confirmation Order. Upon a finding of default, the Bankruptcy Court may (1) designate a party to appear, sign, and/or accept the required documents on the defaulting party’s behalf under Bankruptcy Rule 7070; (2) enforce the Plan by order of specific performance; (3) award judgment, including interest, against the defaulting Holder in favor of the Liquidating Debtor for damages caused by the default; and (4) make such other equitable order as does not materially alter the Plan’s terms.
• If any term of the Plan is held invalid, void, or unenforceable before Confirmation, the Bankruptcy Court may alter or interpret it to make it valid or enforceable to the maximum extent practicable consistent with its original purpose, subject to the Debtor’s approval as to form and substance; the remaining terms remain in full force and effect. The Confirmation Order shall provide that each term is valid and enforceable, integral to the Plan and not subject to deletion or modification before the Effective Date without the Debtor’s consent or after the Effective Date without the Liquidating Debtor’s consent, and nonseverable and mutually dependent.
• The Plan’s rights, benefits, and obligations bind and inure to the benefit of each Entity’s heirs, executors, administrators, successors, assigns, affiliates, officers, directors, managers, agents, representatives, attorneys, beneficiaries, and guardians. The Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on its subjects. All exhibits are incorporated into the Plan; where an exhibit conflicts with the Plan, the non-exhibit portion of the Plan controls unless the Bankruptcy Court orders otherwise. Documents required to be served on the Debtor are sent by first class mail to Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002, Attn: Joshua W. Wolfshohl.