Meyer Burger Holding Corp - Chapter 11 Plan Terms

Plan Terms

Overview

• Meyer Burger (Holding), Corp. and certain of its direct and indirect subsidiaries (collectively, the "Debtors"), together with the Official Committee of Unsecured Creditors (the "Committee"), propose a Combined Disclosure Statement and Chapter 11 Plan of Liquidation.
  • The Plan seeks resolution of outstanding Claims against, and Interests in, the Debtors, and the liquidation of the Debtors' remaining assets through the establishment of a Liquidation Trust.
  • The terms of the Plan are consistent with a global settlement among the Debtors, the Committee, certain secured parties, and the Putative WARN Claimants.
• The Committee was appointed on July 8, 2025 and is comprised of Amcor Flexibles Transpac BV, Fura Freight LLC, Shinyang Metal, Schrader Mechanical, Inc., and Synergy West, LLC.
• Both the Debtors and the Committee are proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

Unclassified Claims

• Administrative Expense Claims:
  • Each Holder of an Allowed Administrative Expense Claim will receive Cash equal to the full unpaid amount of such Allowed Administrative Expense Claim from the Liquidation Trust Assets, payable in the ordinary course of business or on the latest to occur of (A) the Effective Date (or as soon as reasonably practicable thereafter), (B) the date such Claim becomes Allowed, or (C) such other date as may be agreed upon by the Liquidation Trustee and the Holder.
  • As of the date of the Combined Plan and Disclosure Statement, approximately four (4) requests for administrative expense claims in the total amount of approximately $686,751.53 have been filed.
• Priority Tax Claims:
  • Each Holder of an Allowed Priority Tax Claim will receive, at the option of the Debtors or the Liquidation Trustee, (i) Cash from the Liquidation Trust Assets in the full amount of such Allowed Priority Tax Claim, or (ii) Cash in installment payments over a period not to exceed five years after the Petition Date.
• Professional Fee Claims:
  • All final requests for payment of Professional Fee Claims incurred from the Petition Date through the Effective Date shall be Filed no later than 45 days after the Effective Date.
  • The Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Escrow Amount as soon as practicable after Confirmation and not later than the Effective Date. The Professional Fee Escrow Account shall be maintained in trust for the Professionals and shall not be considered property of the Debtors' Estates.

Committee Settlement Agreement

• The Debtors, the Committee and its members, the DIP Secured Parties, the Prepetition Secured Parties, and the Putative WARN Claimants (collectively, the "Committee Settlement Agreement Parties") negotiated the Committee Settlement Agreement, dated January 7, 2026, approved by the Bankruptcy Court on January 27, 2026.
• The Committee Settlement Agreement provides for:
  • Funding of distributions to unsecured creditors from Liquidation Trust Assets.
  • Payment in full of the New Money DIP Obligations from Liquidation Trust Assets.
  • Distributions on account of the Roll-Up DIP Obligations from recoveries as and to the extent provided in the Committee Settlement Agreement.
  • Sharing of recoveries between secured parties and unsecured creditors.
  • Classification of Intercompany Claims as Allowed general unsecured claims that will not be subordinated.
• WARN Claim Resolution:
  • The parties agreed to confer and use reasonable, good-faith efforts to liquidate and/or otherwise resolve the Alleged WARN Claim prior to or at the Confirmation Hearing.
  • If the parties are unable to reach agreement on the liquidation and/or other disposition of the Alleged WARN Claim, any party may, on no less than twenty-one (21) days' notice prior to the Confirmation Hearing, file a motion seeking estimation of the Alleged WARN Claim for purposes of confirmation.
  • The Putative WARN Claimants have covenanted to support confirmation of an Acceptable Plan and to refrain from objecting to confirmation on any grounds, including any objection premised on the timing of payment of any portion of the Alleged WARN Claim that may be entitled to priority under the Bankruptcy Code.
  • The Putative WARN Claimants' recoveries on account of the Alleged WARN Claim shall be limited exclusively to distributions from funds allocated to unsecured creditors under the Committee Settlement Agreement and an Acceptable Plan.

DIP Financing

• On July 17, 2025, the Bankruptcy Court entered the Final DIP Order authorizing the Debtors to obtain postpetition financing pursuant to section 364 of the Bankruptcy Code, authorizing the use of cash collateral pursuant to section 363 of the Bankruptcy Code, granting adequate protection to the Prepetition Secured Parties pursuant to sections 361, 362, 363, and 364 of the Bankruptcy Code, granting liens and superpriority claims, and modifying the automatic stay.
• The DIP Facility consists of a senior secured priming and superpriority postpetition financing in the form of a delayed-draw term loan facility with a total maximum aggregate original principal amount of $23,260,252, consisting of:
  • An interim delayed-draw term loan facility in an aggregate maximum principal amount of $2,500,000 (the "Interim New Money DIP Loans") that became available upon entry of the Interim Order.
  • A final delayed-draw term loan facility in an aggregate maximum principal amount of $6,714,885.50 (the "Final New Money DIP Loans") that became available upon entry of the Final DIP Order.
  • The Roll-Up DIP Facility.
• The Roll-Up DIP Facility provides for the "roll up" and conversion on a cashless dollar-for-dollar basis of Prepetition Secured Obligations held by the DIP Lenders into principal obligations constituting DIP Obligations.
  • Upon entry of the Interim Order, Prepetition Secured Obligations in an aggregate principal amount of $4,830,481.70 were rolled up, together with a 1:1 ratio of additional prepetition debt for each dollar of DIP Loans advanced during the interim period. The aggregate principal amount of the Interim Roll-Up Loans was $7,330,481.70.
  • Upon entry of the Final DIP Order, additional Prepetition Secured Obligations were rolled up in a 1:1 ratio for each dollar of DIP Loans advanced during the final period. The aggregate principal amount of the Final Roll-Up Loans was $6,714,885.50.
• On January 27, 2026, the Bankruptcy Court entered an order modifying the Final DIP Order, whereby the DIP Lenders agreed to fund additional New Money DIP Loans in delayed draws (including through the use of funds currently held in escrow by the Debtors which shall be deemed New Money DIP Loans) up to the aggregate amount of $1,200,000.00, which also results in an additional roll-up of $1,200,000.00 of Prepetition Secured Obligations.
• The DIP Facility is secured by DIP Liens on substantially all property of the Debtors, now existing or hereafter acquired, including all cash and cash equivalents, money, inventory, goods, accounts receivable, other rights to payment, intercompany loans and other investments, securities and other investment property, contracts, contract rights, properties, plants, equipment, machinery, general intangibles, payment intangibles, accounts, deposit accounts, documents, instruments, chattel paper, letters of credit, supporting obligations, leases and other interests in leaseholds, real property, fixtures, patents, copyrights, trademarks, trade names, other intellectual property, intellectual property licenses, permits, franchise rights, capital stock and other equity interests of subsidiaries, tax and other refunds, claims or causes of action under policies of insurance, proceeds of policies of insurance, commercial tort claims, and rights under section 549 of the Bankruptcy Code.
  • The DIP Liens are first priority senior priming liens, subject only to (i) valid, enforceable, and non-avoidable liens in existence on the Petition Date that are senior in priority to the Prepetition Secured Liens (the "Prepetition Prior Liens") and (ii) the Carve-Out for professional fees and other expenses.
• In addition to the DIP Liens, the DIP Secured Parties received superpriority administrative expense status under section 364(c)(1) of the Bankruptcy Code, with priority over all administrative expenses, including those specified in sections 503(b) and 507(b) of the Bankruptcy Code, subject to the Carve-Out.
• As of the Petition Date, the Debtors owed the Prepetition Secured Parties, pursuant to the Prepetition Loan Documents, an aggregate principal amount of not less than $89,064,440.10, plus all accrued and unpaid interest and fees.

Sale Transactions

• Sale to Waaree:
  • The Debtors conducted a sale process and Waaree was the successful bidder for substantially all of the Debtors' assets (other than the DESRI Solar Cells and the Disputed Modules) as specifically described in the Waaree APA.
  • On September 22, 2025, the Bankruptcy Court entered an order approving the sale of substantially all of the Debtors' assets to Waaree free and clear of liens, claims, interests and encumbrances.
  • Pursuant to the Asset Purchase Agreement dated September 19, 2025, Waaree agreed to purchase the Purchased Assets for an aggregate purchase price consisting of: (a) $18,500,000 in cash (the "Cash Amount"); plus (b) the assumption of the Assumed Liabilities; plus (c) any Inventory Surplus Amount; less (d) any Inventory Deficit Amount.
  • The Purchased Assets include: (i) all right, title, and interest in the Leased Real Property at 1685 S. Litchfield Road, Goodyear, Arizona; (ii) approximately 16,424,760 half cells (103 MW equivalent) of M10 type (excluding DESRI Cells); (iii) all fixtures, furniture, furnishings, equipment, leasehold improvements, and other tangible personal property located at the Leased Real Property, including solar panel raw materials and supply raw materials; (iv) certain Purchased Contracts, including the Arizona Manufacturing Lease, the Broadrange Logistics Merchandise Warehouse Agreement, and various service agreements; (v) certain books, records, and files; (vi) security deposits; and (vii) transferable Company Permits.
• Sale of DESRI Solar Cells:
  • On September 5, 2025, the Bankruptcy Court entered an order authorizing the sale of the DESRI Solar Cells (approximately 32,592,610 photovoltaic half cells totaling approximately 127.370320 MWs) free and clear of liens, claims, interests and encumbrances to Babacomari Solar North, LLC.
  • The DESRI Solar Cells were subject to a prepetition security interest asserted by Babacomari Solar North, LLC and its affiliate DESRI Equipment Financing Borrower, L.L.C. (jointly, the "DESRI Entities").
  • Pursuant to the Bidding Procedures Order, the DESRI Entities were entitled to credit bid for the DESRI Solar Cells only up to the amount of $15,028,013.05, subject in all respects to any offset, setoff, and/or recoupment rights of the Debtors and their estates.
  • Babacomari Solar North, LLC submitted the successful credit bid in the amount of $10,189,625.60, plus the release of certain warranty claims.
  • Upon the closing of the sale, DESRI's secured claim was reduced from the credit bid cap of $15,028,013.05 to the amount of $4,838,387.45, subject in all respects to any offset, setoff, and/or recoupment rights of the Debtors and their estates.

Chapter 11 Plan of Liquidation

• The Debtors' Estates will be consolidated for administrative purposes related to the Plan, including for purposes of implementing the Plan, voting, assessing whether confirmation standards have been met, and calculating and making distributions. On the Effective Date, all of the Debtors' assets and liabilities will be merged, all guarantees or responsibility of one Debtor for the obligations of any other Debtor will be eliminated, and each and every Claim Filed or to be Filed in the Chapter 11 Case of any Debtor will be a single obligation of the Debtors.
• On or prior to the Effective Date, the Liquidation Trust shall be established in accordance with the Liquidation Trust Agreement for the purpose of liquidating the Liquidation Trust Assets, reconciling Claims, and making all Distributions to Holders of Allowed Claims in accordance with the terms of the Plan and the Liquidation Trust Agreement.
• On the Effective Date or as soon thereafter as is reasonably practicable, except as otherwise provided in the Plan or the Confirmation Order, the Debtors shall transfer the Liquidation Trust Assets to the Liquidation Trust, and all such assets shall vest in the Liquidation Trust on such date, to be administered by the Liquidation Trustee in accordance with the Plan and the Liquidation Trust Agreement.
• The Liquidation Trust Assets shall be transferred to the Liquidation Trust subject to all Liens of the Secured Parties under the Prepetition Credit Agreement, DIP Credit Agreement, Final DIP Order, the Committee Settlement Agreement, and/or any other related loan documents of the Secured Parties.
• Liquidation Trust Assets include:
  • All commercial tort claims held by the Debtors.
  • All Retained Causes of Action.
  • The Liquidation Trust Funding Reserve.
  • The [New MB Equity Interest].
  • Tax Refunds.
  • All privileges held by the Debtors.
  • Any remnant assets and claims not previously sold or released, including, without limitation, proceeds of insurance claims.
• The Liquidation Trust Funding Reserve means Cash in an amount equal to (i) $600,000, less Allowed Professional Fee Claims incurred in connection with plan preparation and plan confirmation, consistent with the Committee Settlement Agreement, plus (ii) the Earmarked Funds.
• Notwithstanding anything to the contrary, the Liquidation Trust's primary purpose is liquidating the Liquidation Trust Assets, with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the Liquidation Trust's liquidating purpose and reasonably necessary to conserve and protect the Liquidation Trust Assets and provide for the orderly liquidation thereof.
• Tax Treatment:
  • The Liquidation Trust is intended to be treated for U.S. federal income tax purposes as a liquidating trust described in Treasury Regulation section 301.7701-4(d) and, to the extent applicable, as one or more Disputed Claims Reserves treated as disputed ownership funds described in Treasury Regulation section 1.468B-9.
  • For U.S. federal income tax purposes, the transfer of assets by the Debtors to the Liquidation Trust will be treated (a) as the transfer of assets by the Debtors to the Holders of Allowed Claims entitled to distributions from the Liquidation Trust Assets, subject to any liabilities of the Debtors or the Liquidation Trust payable from the proceeds of such assets, followed by the transfer of such assets (subject to such liabilities) by such holders to the Liquidation Trust in exchange for the beneficial interests in the Liquidation Trust, and (b) to the extent applicable, as the transfer of assets by the Debtors to one or more Disputed Claims Reserves.
  • The Liquidation Trust is intended to qualify as a "grantor trust" for U.S. federal income tax purposes with the Liquidation Trust Beneficiaries treated as grantors and owners of the Liquidation Trust.
• The Liquidation Trust shall not be deemed a successor-in-interest of the Debtors for any purpose other than as specifically set forth in the Plan or in the Liquidation Trust Agreement.
• In no event shall the Liquidation Trust be dissolved later than five years from the Effective Date unless the Bankruptcy Court orders otherwise.

Liquidation Trustee

• Except as otherwise provided in the Plan, the Liquidation Trustee appointed by the AHG (subject to the Committee's consultation rights) (a) shall be the successor to and representative of the Estate of each of the Debtors within the meaning of section 1123(b)(3)(B) of the Bankruptcy Code, and (b) shall be the sole representative of, and shall act for, the Debtors, and shall assume any such outstanding responsibility of the Debtors under the Plan.
• The powers, rights and responsibilities of the Liquidation Trustee shall be specified in the Liquidation Trust Agreement and shall include the authority and responsibility to fulfill the Liquidation Trustee Functions.
• On and after the Effective Date, the Liquidation Trustee and/or the Liquidation Trust, as applicable, shall carry out the necessary Liquidation Trustee Functions and may take such actions without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than any restrictions expressly imposed by the Plan, the Confirmation Order or the Liquidation Trust Agreement.
• The Liquidation Trustee Functions shall include any and all powers and authority to:
  • Effectuate the Plan, including the prosecution and any other disposition of all litigation related to any appeals in respect to the approval and/or implementation of the Plan.
  • Wind up the affairs of the Debtors, if and to the extent necessary, including taking any steps to terminate the corporate or organizational existence of the Debtors.
  • Take any actions necessary to (i) resolve all matters related to the Liquidation Trust Assets and (ii) vest such assets in the Liquidation Trust.
  • Pay all Allowed Claims.
  • Pay the Liquidation Trust Expenses.
  • Prepare and file appropriate Tax returns and other reports on behalf of the Debtors and pay Taxes or other obligations owed by the Debtors (including, without limitation, any Allowed Administrative Expense Claims and Allowed Priority Tax Claims asserted by taxing authorities), and, in the Liquidation Trustee's discretion, request an expedited determination of any unpaid tax liability of a Debtor pursuant to section 505(b) of the Bankruptcy Code.
  • File, prosecute, settle and/or dispose of any and all objections to asserted Claims.
  • Take such actions as are necessary or appropriate to close any of the Debtors' Chapter 11 Cases.
  • Retain, compensate and employ professionals to represent the Liquidation Trust or the Liquidation Trustee.
• The Liquidation Trust shall indemnify the Liquidation Trust Indemnified Parties for, and shall hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of their respective professionals) incurred without fraud, gross negligence or willful misconduct on the part of the Liquidation Trust Indemnified Parties (which fraud, gross negligence or willful misconduct, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the Liquidation Trust Indemnified Parties in connection with the acceptance, administration, exercise and performance of their duties under the Plan or the Liquidation Trust Agreement, as applicable.
• The Liquidation Trustee shall be authorized, but not required, to obtain any reasonably necessary insurance coverage, at the Liquidation Trust's sole expense and subject to a budget to be agreed to by the AHG, for itself and its professionals.
• The Liquidation Trustee shall be provided with originals or copies of or access to all documents and business records of the Debtors necessary for the disposition of Liquidation Trust Assets and objections to Disputed Claims.

Liquidation Trust Oversight Committee

• The Liquidation Trust Oversight Committee (the "Oversight Committee") shall be established to review and monitor the actions of the Liquidation Trust as set forth in the Liquidation Trust Agreement; provided, however, that the Committee and the AHG may mutually agree that there will be no Oversight Committee appointed.
• The Oversight Committee shall have standing to be heard on all matters brought before the Bankruptcy Court after the Effective Date with respect to the Debtors or the Liquidation Trust.
• Except as set forth in the Liquidation Trust Agreement, the Oversight Committee shall not be entitled to reimbursement from the Debtors or the Liquidation Trust for any fees or expenses incurred in conducting its duties.

Conditions Precedent and Key Dates

• Conditions Precedent to the Effective Date:
  • The Confirmation Order shall be in full force and effect with no stay in effect.
  • The Liquidation Trust Agreement shall have been executed and delivered, and the Trust Accounts created and funded.
  • The Liquidation Trustee shall have been appointed and accepted appointment.
  • The Professional Fee Escrow Account shall be created and funded.
  • All other documents and actions necessary to implement the Plan shall have been executed, delivered, and taken.
• Each condition may be waived in whole or in part by joint agreement of the Debtors, the Committee, and the AHG without a court order.
• Key Dates:
  • Voting Record Date: February 25, 2026.
  • Voting Deadline: April 6, 2026 at 4:00 p.m. (prevailing Eastern Time).
  • Combined Hearing (Confirmation and final Disclosure Statement approval): April 17, 2026 at 1:00 p.m. (prevailing Eastern Time).

Wind-Down Amount

• Liquidation Trust Expenses (subject to a budget to be agreed to by the AHG) means any and all reasonable fees, costs and expenses incurred by the Liquidation Trust or the Liquidation Trustee (or any professional or other Person retained by the Liquidation Trustee) on or after the Effective Date in connection with any of their duties under the Plan and the Liquidation Trust Agreement, including any administrative expenses and fees, such as attorneys' fees and expenses, insurance fees, taxes and other winddown expenses.
• From and after the Effective Date, Liquidation Trust Expenses shall be paid from the Liquidation Trust Assets in the ordinary course of business, in accordance with the Plan and the Liquidation Trust Agreement.
• Without any further order of the Bankruptcy Court, the Liquidation Trust may employ and pay in the ordinary course of business, any professional (including professionals previously employed by the Debtors) for services rendered or expenses incurred on and after the Effective Date that, in the discretion of the Liquidation Trustee, are necessary to assist the Liquidation Trustee in the performance of the Liquidation Trustee's duties under the Plan and the Liquidation Trust Agreement, subject to any limitations and procedures established by the Liquidation Trust Agreement.
• Subject to the terms of the Committee Settlement Agreement, to the extent that funds held in the Professional Fee Escrow Account are insufficient to satisfy the amount of Professional Fee Claims owing to the Professionals, such Professionals shall have an Allowed Administrative Expense Claim for any such deficiency, which shall be satisfied in accordance with the Plan.
• Statutory Fees and Reporting:
  • All Statutory Fees due and payable for each Debtor's Chapter 11 Case shall be paid by the Debtors on the Effective Date.
  • After the Effective Date, the Debtors and the Liquidation Trust shall be jointly and severally liable to pay any and all Statutory Fees when due and payable.
  • The Debtors shall file all monthly operating reports due prior to the Effective Date when they become due, using UST Form 11-MOR.
  • After the Effective Date, the Debtors and the Liquidation Trustee, on behalf of the Liquidation Trust, shall file with the Bankruptcy Court separate UST Form 11-PCR reports when they become due.
  • Notwithstanding anything called for in the Plan to the contrary, the Debtors and the Liquidation Trust shall remain obligated to pay Statutory Fees to the Office of the U.S. Trustee and make such reports until the earliest of that particular Debtor's case being closed, dismissed or converted to a case under Chapter 7 of the Bankruptcy Code.
  • The obligations shall remain for each Debtor until such time as a final decree is entered closing the Chapter 11 Case for such Debtor, a Final Order converting such Debtor's Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code is entered or a Final Order dismissing such Debtor's Chapter 11 Case is entered.

Causes of Action

• Except as provided in the Plan or in any contract, instrument, release or other agreement entered into or delivered in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Liquidation Trust or Liquidation Trustee on its behalf (solely to the extent provided in the Plan and the Liquidation Trust Agreement) will retain and may enforce the Retained Causes of Action.
• The Liquidation Trust or Liquidation Trustee on its behalf (solely to the extent provided in the Plan and the Liquidation Trust Agreement) and in consultation with the Oversight Committee may (i) pursue and (ii) settle any such Retained Cause of Action, as appropriate, in accordance with the best interests of the Liquidation Trust Beneficiaries, without further order of the Bankruptcy Court; provided, however, that settlements with respect to claims or disputes with an amount in controversy in excess of $500,000 shall require the approval of the Oversight Committee.
• A nonexclusive schedule of Retained Causes of Action shall be Filed as part of the Plan Supplement.
• Retained Causes of Action means all Causes of Action of the Debtors' Estates not expressly released under the Plan or under the Committee Settlement Agreement; provided, however, that all Causes of Action against the Secured Parties or the Prepetition Secured Parties have been released pursuant to the Committee Settlement Agreement and shall not constitute Retained Causes of Action.

Executory Contracts and Unexpired Leases

• On the Effective Date, each of the Debtors' Executory Contracts and Unexpired Leases not previously assumed or rejected pursuant to an order of the Bankruptcy Court shall be deemed rejected, except for any contract or lease designated for assumption and assignment to the Liquidation Trust as part of the Plan Supplement, that is the subject of a pending separate motion, or that previously expired or terminated pursuant to its own terms.
• Any proofs of Claim asserting Claims arising from the rejection of Executory Contracts and Unexpired Leases pursuant to the Plan must be Filed within 30 days after the date of service of an order approving such rejection.
• All rights of the Debtors under Insurance Policies, including any surety bonds, guarantees, or other similar rights, shall automatically become vested in the Liquidation Trust as of the Effective Date. Causes of Action brought by the Liquidation Trustee on behalf of the Liquidation Trust shall not be subject to an "insured vs. insured" exclusion to coverage under the Insurance Policies, to the extent applicable.

Distributions to Creditors

• Class 1 - Other Secured Claims:
  • Each Holder of an Allowed Other Secured Claim shall receive, at the option of the Liquidation Trustee: (A) payment in full in Cash from the Liquidation Trust Assets; (B) delivery of the collateral securing such Allowed Other Secured Claim and payment of any interest thereon required to be paid under section 506(b) of the Bankruptcy Code; or (C) such other recovery as is necessary to render such Claim Unimpaired.
  • Class 1 is Unimpaired and deemed to accept the Plan (not entitled to vote). Projected recovery: 100%.
• Class 2A - Non-WARN Priority Claims:
  • Each Holder of an Allowed Priority Claim will receive a Cash Distribution from the Liquidation Trust Assets in the full amount of such Allowed Priority Claim.
  • Class 2A is Unimpaired and deemed to accept the Plan (not entitled to vote). Projected recovery: 100%.
• Class 3 - Prepetition and DIP Lender Secured Claims:
  • Consistent with the Committee Settlement Agreement, each Holder of an Allowed Class 3 Claim shall receive distributions from Liquidation Trust Assets in accordance with the Committee Settlement Agreement's waterfall, including, without limitation:
    • First, payment in full of the New Money DIP Obligations.
    • Second, payment of the Roll-Up DIP Obligations from specified sources, as and to the extent provided in the Committee Settlement Agreement.
    • Thereafter, distributions to the Allowed AHG Secured Claims as provided in the Committee Settlement Agreement, with agreed sharing to unsecured creditors from specified sources as set forth in the Committee Settlement Agreement.
  • For the avoidance of doubt, from and after the Effective Date, the Liens securing the Allowed Class 3 Claims shall be first-priority perfected liens and security interests on all Liquidation Trust Assets pursuant to the Final DIP Order and Committee Settlement Agreement (including the Priority of Distributions), which shall be effective, unavoidable, and automatically and properly perfected upon entry of the Confirmation Order, without the necessity of any further action or filing.
  • Additionally, the New Money DIP Loans contemplated under the Committee Settlement Agreement shall remain in existence on the same terms as set forth in the Committee Settlement Agreement and Final DIP Order and shall constitute and be approved as exit financing pursuant to the Confirmation Order.
  • Class 3 is Impaired and entitled to vote on the Plan. Projected recovery: [0% - TBD].
• Class 4A - Prepetition Secured Lender Deficiency Claims:
  • Subject to the Committee Settlement Agreement (including the Priority of Distributions and any gating thresholds for unsecured distributions), each Holder of an Allowed Class 4A Claim shall receive its Pro Rata share of distributions from Liquidation Trust Assets available to unsecured creditors, after payment of Liquidation Trust Expenses and all senior claims, including Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Priority Claims, consistent with the Committee Settlement Agreement.
  • Class 4A is Impaired and entitled to vote on the Plan. Projected recovery: [0% - TBD].
• Class 4B - General Unsecured Claims:
  • Each Holder of an Allowed Class 4B Claim shall receive its Pro Rata share of distributions from the Liquidation Trust Assets available for unsecured creditors, after payment of Liquidation Trust Expenses and all senior claims, including Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Priority Claims and Allowed WARN Priority Claims.
  • Distributions to Holders of Allowed Class 4B Claims shall be made at such time as the Liquidation Trustee determines to make distributions in light of the circumstances then prevailing.
  • Class 4B is Impaired and entitled to vote on the Plan. Projected recovery: [0% - TBD].
• Class 2B - WARN Priority Claims:
  • Consistent with the Committee Settlement Agreement, each Holder of an Allowed Class 2B Claim shall receive a Cash Distribution solely from Liquidation Trust Assets allocated to unsecured creditors under the Committee Settlement Agreement, exclusively from the Earmarked Funds and paragraphs 4(e)(B)(a)(ii), 4(e)(B)(b)(ii), and 4(e)(C)(a)(ii) and (b) of the Settlement Agreement, net of Liquidation Trust Expenses and all senior claims (including Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Priority Claims).
  • Distributions shall be made Pro Rata in accordance with the Bankruptcy Code's priority scheme when, and in such amounts, as the Liquidation Trustee determines to make distributions in light of the circumstances then prevailing.
  • For the avoidance of doubt, no portion of any WARN Priority Claim shall be satisfied from collateral securing any secured creditor or from funds payable on account of Allowed Administrative Expenses.
  • Class 2B is Impaired and entitled to vote on the Plan. Projected recovery: [0% - TBD].
• Class 5 - Interests in the Debtors:
  • On the Effective Date, all Interests in the Debtors will be canceled, and Holders of Class 5 Interests will not receive any Distribution pursuant to the Plan.
  • Class 5 is Impaired and deemed to reject the Plan (not entitled to vote). Projected recovery: 0%.
  • Upon the Effective Date, the Liquidation Trustee shall be deemed to hold the New MBHC Equity Interest; provided that the Liquidation Trustee shall not be entitled to receive any Distribution on account of such New MBHC Equity Interest.

Releases

• Released Parties means collectively, and in each case, in their respective capacities as such: (a) the Secured Parties; (b) the Committee (solely in their capacity as members of the Committee); (c) with respect to (a) through (b), such Entities' Representatives; and (d) the Debtor Related Parties.
• Releasing Parties means collectively, and in each case, in their respective capacities as such: (a) the Debtors; (b) the Secured Parties; (c) the Committee; (d) all Holders of Claims who vote to accept or reject the Plan and who do not affirmatively opt out of the releases provided in the Plan; (e) all Holders of Claims that are not entitled to vote on the Plan and who affirmatively opt in to the releases provided in the Plan; and (f) with respect to each of the foregoing Entities in clauses (a) through (e), each such Entity's Representatives for which such Entity is legally entitled to bind such Representatives to the releases contained in the Plan under applicable non-bankruptcy law solely with respect to claims that such Representatives could have legally asserted on behalf of such Entities in clauses (a) through (e).
• Debtor Related Parties means Alex Zyngier and Richard Miller (in their capacities as independent directors of the Debtors), Justin D. Pugh, the Debtors' current accountants, auditors, investment bankers, consultants, and other professionals and advisors, who served in such roles following the Petition Date.
• Exculpated Parties means, collectively and in each case solely in such capacity, the Debtors, the Debtor Related Parties, the Committee and its members (solely in their capacity as members of the Committee), the Liquidation Trustee, the Professionals retained in these Chapter 11 Cases, and any other Entity or Entity's representatives who served as a fiduciary to the Debtors' estates during the pendency of the Chapter 11 Cases.
• Exculpation:
  • Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the Restructuring Support Agreement and related prepetition transactions, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the postpetition conduct within the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, or the distribution of property under the Plan or any other related agreement, except for claims related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.
• Releases by the Debtors:
  • On and after the Effective Date, each Released Party is deemed released and discharged by the Debtors and their Estates from any and all Claims and Causes of Action, including any derivative claims on behalf of the Debtors that the Debtors or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' capital structure, the Prepetition Credit Agreement, the DIP Credit Agreement, any loans by the Secured Parties, the assertion or enforcement of rights and remedies against the Debtors, the Debtors' in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement, the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for any claims related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct or gross negligence.
  • Nothing herein shall in any way alter or impair the releases previously granted under the Committee Settlement Agreement.
  • Notwithstanding anything to the contrary, the releases and discharges: (i) do not release any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan; and (ii) do not affect the rights of Holders of Allowed Claims or Interests to receive Distributions under the Plan.
  • For the avoidance of doubt, and notwithstanding anything herein to the contrary, Claims and Causes of Action against the Debtors' directors and officers (other than Claims and Causes of Action against any of Alex Zyngier, Richard Miller, and Justin D. Pugh) shall not fall within the scope of any releases contained herein.
• Releases by Holders of Claims:
  • As of the Effective Date, except as otherwise provided herein, each Releasing Party is deemed to have released and discharged each Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims on behalf of the Debtors that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' capital structure, the Prepetition Credit Agreement, the DIP Credit Agreement, any loans by the Secured Parties, the assertion or enforcement of rights and remedies against the Debtors, the Debtors' in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement, the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for any claims related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct or gross negligence.
  • Notwithstanding anything to the contrary, the releases and discharges: (i) do not release any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan; and (ii) do not affect the rights of Holders of Allowed Claims or Interests to receive Distributions under the Plan.
• Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the releases herein, which includes by reference each of the related provisions and definitions contained herein.
• Injunction:
  • Except as otherwise expressly provided in the Plan or for Distributions required to be paid or delivered pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold Claims or Interests that have been released pursuant to the Plan, or are subject to exculpation pursuant to the Plan, are enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Released Parties or the Exculpated Parties (to the extent of the exculpation provided pursuant to the Plan with respect to the Exculpated Parties): (a) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests; (b) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims or Interests; (c) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the Estates of such Entities on account of or in connection with or with respect to any such Claims or Interests; and (d) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests released pursuant to the Plan.