TRM NRE Holding - Chapter 11 Plan Terms

Plan Terms

Overview

• On July 30, 2026, TRM NRE Holding LLC and TRM NRE Acquisition LLC (the "Debtors") filed a Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization, with each Debtor serving as a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code.
  • The Debtors commenced the Chapter 11 Cases, which are jointly administered under case number 26-10568 (KBO), on April 21, 2026, to access incremental working capital, execute upon key operational initiatives, source an appropriate financial partner for the go-forward business, and ultimately consummate one or more value-maximizing restructuring transactions within the liquidity parameters they faced.
  • The Plan is the culmination of those efforts: it pays all Allowed Claims in full and Reinstates Existing Interests. All Classes are Unimpaired, deemed to accept the Plan, and not entitled to vote.
  • The Debtors state that the Plan is in the best interests of the Estates, creditors, and holders of Existing Interests, and will continue efforts to build consensus with other stakeholders before the Confirmation Hearing. By jointly proposing the Combined Disclosure Statement and Plan, the Debtors are not waiving their exclusive rights to file and solicit acceptances of a chapter 11 plan under section 1121 of the Bankruptcy Code.
  • The filing is not a solicitation. The Combined Disclosure Statement and Plan has been submitted for approval but had not been approved by the Bankruptcy Court as of the filing date, and its terms remain subject to change. Because every Class is Unimpaired and deemed to accept, no votes are being solicited; the document nonetheless retains solicitation and resolicitation boilerplate in Articles V and VI.
  • Stretto, Inc. serves as the Debtors' claims, noticing and solicitation agent and administrative advisor, and Plan Documents may be inspected free of charge at https://stretto.com/TRMNRE.
  • Although filed as a joint plan presenting Classes of Claims and Interests together for administrative convenience, the Plan does not provide for substantive consolidation of the Debtors.

Company Background

• The Debtors are an independent supplier to the rail and marine markets, with operations spanning locomotive and engine manufacturing and remanufacturing, leasing, field services, parts, and salvage. Founded in 1984 and headquartered in Mt. Vernon, Illinois (908 Shawnee Street, Mount Vernon, IL 62864), the business has over four decades served Class 1, regional, shortline, government, and industrial railroads across North America and around the world, delivering more than 1,200 new and remanufactured locomotives. The Debtors acquired substantially all the operating assets comprising the Company on May 2, 2023, pursuant to an Article 9 sale transaction, and employ approximately 180 people.
  • Note: the Combined Disclosure Statement and Plan describes the 2023 acquisition in two ways without reconciling them — as an "Article 9 sale transaction" closing May 2, 2023 (Section 4.1(a)), and as an acquisition of substantially all of the locomotive, marine, and engine-services business under an Asset Purchase Agreement dated April 26, 2023 among TRM NRE Acquisition LLC, Patrick and Susan Frangella, and other parties (Section 4.1(b)).
• The Debtors operate through three complementary divisions:
  • NRE, which designs, manufactures, and remanufactures locomotives — including the Company's clean-energy N-ViroMotive and E-Series locomotives — and re-engineers late-model EMD, GE, Alco, and other locomotives with modern electronic and propulsion controls, emission and fuel-saving technologies, and new and remanufactured engine designs. The Division also offers railcars, engines, and a broad range of components and parts, supplies, services and repairs engines, traction motors, alternators and generators, and maintains approximately 30,000 SKUs of new and rebuilt parts plus work-in-process locomotive inventory. It operates primarily out of its own facilities, with locomotives and components transported to the Debtors' plants, and supports private and public enterprise domestically and internationally. As of December 31, 2025, the Company held approximately 90 available locomotive units, ranging from running condition to scrap.
  • Power Systems, which supplies, repairs, and services generator and engine parts for marine and diesel engines, including industry-standard new parts, maintaining approximately 25,000 SKUs and a work-in-process inventory of engines at various stages of assembly. It primarily supports domestic owners and operators of tugs, barges, and other marine vessels using diesel engines, and services customers on an emergency basis by traveling to them for engine repairs, maintenance, or servicing.
  • Performance Solutions, a foundry and machining operation that manufactures parts and castings, including valves, liners, cylinder heads, pistons, and similar components, primarily for internal use by the NRE and Power Systems Divisions in engine builds. It maintains approximately 140 SKUs and has limited external sales.
• For the twelve months ended December 2025, the NRE Division represented approximately 87.5% of the Company's net sales, with Power Systems representing the remaining approximately 12.5%.
• In the NRE Division, customers purchasing refurbished locomotives to specification typically pay 50% upfront, another 40% upon completion, and the final 10% upon commissioning, or some other progress payment formulation. Such bespoke manufacturing projects last about six to eighteen months on average, resulting in less predictable or "lumpy" timing of receipts. Power Systems customers purchasing engines pay on the same 50% / 40% / 10% structure, but those projects are usually shorter and collections of receipts more predictable relative to the NRE Division.

Prepetition Capital Structure

• First Lien Credit Facility: The Debtors are parties to a Loan and Security Agreement dated as of March 3, 2025, among Great Rock Capital Partners Management, LLC, as agent, GRC SPV Investments, LLC, as First Lien Lender, TRM NRE Acquisition LLC, as borrower, and TRM NRE Holding LLC, as guarantor. The agreement provides for a three-tranche secured credit facility maturing on March 3, 2028, consisting of:
  • A revolving credit facility in an aggregate commitment amount of $15 million, subject to a borrowing base of eligible accounts receivable and eligible inventory. Approximately $11.5 million was outstanding as of the Petition Date.
  • A term loan facility in the original principal amount of $11,726,647.66, subject to a borrowing base of eligible machinery and equipment and eligible locomotives. Approximately $8.7 million was outstanding as of the Petition Date.
  • An uncommitted delayed draw term loan facility of up to $3 million, under which no amounts had been drawn as of the Petition Date.
  • Obligations under the First Lien Credit Facility are secured by first-priority liens on substantially all of the Debtors' assets.
  • Together, approximately $20 million of first lien principal was outstanding as of the Petition Date. The Combined Disclosure Statement and Plan does not state an aggregate figure, and "First Lien Claims" as defined extend to all Claims arising from or based upon the First Lien Loan Documents, which would include accrued interest, fees, and expenses beyond principal.
• Subordinated Note: TRM NRE Acquisition LLC is the maker of an Amended and Restated Subordinated Note dated as of March 3, 2025, in favor of TRM Equity Fund II LP (the "Sponsor"), in the original aggregate principal amount of $13,118,000, exclusive of interest.
  • The note is secured by a lien on substantially all of TRM NRE Acquisition LLC's assets; however, both the Sponsor's lien and all rights to payment are subordinated to the Debtors' obligations under the First Lien Credit Facility pursuant to a Subordination Agreement dated as of March 3, 2025, by and among the Sponsor, the Debtors, and the First Lien Agent.
• Seller Note: TRM NRE Acquisition LLC is also the maker of an Unsecured Promissory Note dated as of May 2, 2023, originally issued in favor of Patrick and Susan Frangella in the original principal amount of $360,000 in connection with the April 26, 2023 Asset Purchase Agreement under which TRM NRE Acquisition LLC acquired substantially all of the locomotive, marine, and engine-services business now operated by the Debtors.
  • The Seller Note bears interest at 5.0% per annum, compounded annually, and is unsecured. As of the Petition Date, the outstanding principal balance was $120,000, with a final balloon payment scheduled to be due at maturity on May 2, 2026.
• The Debtors estimate approximately $1 million to $2 million in general unsecured obligations as of the Petition Date.
• The Sponsor beneficially owns approximately 75% of the Existing Interests, and SH Ventures - NRE, LLC owns approximately 25%.

Events Leading to the Chapter 11 Cases

• In the weeks preceding the Petition Date, the First Lien Lender asserted events of default under the First Lien Loan Agreement, which the Debtors dispute, and imposed conditions that progressively constrained the Debtors' liquidity and operational flexibility.
  • These constraints impaired the Debtors' ability to access working capital and service customers, threatened key supplier relationships, and impaired the Debtors' ability to pursue value-maximizing alternatives.
  • The Debtors engaged with the First Lien Lender in good faith and explored an agreed path to refinance that credit well in advance of the scheduled March 2028 maturity, but were unable to reach a workable resolution out of court.
• The Company retained DLA Piper LLP (US) as restructuring counsel on March 17, 2026 to evaluate strategic alternatives, negotiate with the First Lien Lender, and, as and when necessary, prepare voluntary petitions.
• The Debtors entered the Chapter 11 Cases to stabilize the business, access necessary liquidity, and ultimately implement their reorganization plan with suitable exit financing and/or such other transaction or combination of transactions that will maximize value for the Debtors' estates and their creditors.
• No trustee or examiner has been appointed, and on June 26, 2026, the U.S. Trustee filed its statement that an unsecured creditors' committee has not been appointed. By order entered April 28, 2026, the Chapter 11 Cases are jointly administered for procedural purposes only.
• On April 29, 2026, the Bankruptcy Court entered orders granting a range of first-day relief on an interim or final basis, including joint administration, retention of Stretto, Inc. as claims and noticing agent, authority to file a consolidated creditor matrix and redact personally identifiable information, and relief as to utilities, customer warranty programs, insurance programs, prepetition taxes and fees, prepetition wages and benefits, foreign vendor / 503(b)(9) / critical vendor claims, and continued use of the cash management system. Final orders on most of this relief followed on May 15 and May 18, 2026.
• Professional retentions, each approved by order entered June 3, 2026: DLA Piper LLP (US) as counsel; Bayard, P.A. as co-counsel; CR3 Partners, LLC to provide James Katchadurian as Chief Restructuring Officer and additional personnel; and Stretto, Inc. as administrative advisor.
  • Note: the Combined Disclosure Statement and Plan states that the order at D.I. 147 approved the "Ankura Retention Application," although the application described in that same paragraph is the CR3 Partners retention — an apparent drafting error in the source.
• The Debtors filed their Schedules of Assets and Liabilities and Statements of Financial Affairs on June 26, 2026, following an extension approved May 18, 2026. The SOFA lists the current and former officers and directors who are Released Parties under the Plan, transfers made to the Debtors' officers and directors within one year of the Petition Date (SOFA No. 4), and transfers to non-insider creditors within 90 days of the Petition Date (SOFA No. 3); both are incorporated into the Plan by reference.
• The section 341(a) meeting of creditors was held on May 15, 2026 at 1:00 p.m. (ET) and has been continued to August 13, 2026.

DIP Financing

• The DIP Facility is a debtor-in-possession credit facility in the aggregate principal amount of $3 million provided by the Sponsor, TRM Equity Fund II LP, as DIP Lender, pursuant to a Summary of Terms and Conditions attached to the Interim DIP Order.
  • The Bankruptcy Court entered an interim order on May 14, 2026 and a final order on June 3, 2026 authorizing the Debtors to obtain up to $3 million of junior postpetition financing and use cash collateral, and granting adequate protection to the DIP Lender. The Debtors have used the entire $3 million junior DIP Facility.
  • The DIP Lender is an insider: TRM Equity Fund II LP is also the Sponsor, the holder of approximately 75% of the Existing Interests, and the holder of the Subordinated Note. Both Debtors are borrowers under the DIP Credit Agreement.
  • Separately, on April 29, 2026, the Bankruptcy Court entered an interim order authorizing the use of cash collateral and granting adequate protection to the First Lien Lender.
• On the Effective Date, the DIP Facility and DIP Loan Documents shall be deemed canceled, all commitments terminated, all Liens on property of the Debtors and Reorganized Debtors arising out of the DIP Facility automatically terminated, and all obligations and guarantees related to the DIP Claims automatically discharged and released, in each case without further action by the DIP Lender.
  • All collateral subject to DIP Liens is automatically released, and the DIP Lender shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or Reorganized Debtors. Provisions of the DIP Loan Documents that by their terms survive payoff and termination shall survive in accordance with their terms.

Exit Financing

• The Exit Facility is a senior secured credit facility to be entered into by the Reorganized Debtors on the Effective Date, on the terms and conditions set forth in the Exit Facility Documents. The aggregate principal amount is left blank in the definition ("$[•] million"). Closing the Exit Financing is a condition precedent to consummating the Plan, and the Debtors acknowledge that the Exit Financing is a material consideration as to feasibility.
• Since the Petition Date, the Debtors, with the assistance of their financial advisor and in consultation with their secured lenders, have contacted at least 15 potential capital providers regarding Exit Financing.
  • More than 13 such parties have had introductory discussions with the Debtors' management team and advisors.
  • Seven potential capital providers have signed non-disclosure agreements and will be granted access to a virtual data room in the coming days and, when available, will receive a confidential information memorandum expected to contain three-year forward-looking projections for the Debtors.
  • On or about June 25, 2026, the Debtors received an indication of interest from one potential capital provider that the Debtors believe would be sufficient to fund the Plan and the Reorganized Debtors' working capital needs. The Debtors and that party are engaged in due diligence and active negotiations.
• From and after the Effective Date, subject to any applicable limitations in post-Effective Date agreements including the Exit Facility Documents, the Reorganized Debtors shall have the right and authority, without further order of the Bankruptcy Court, to raise additional capital and obtain additional financing as the applicable governing body deems appropriate.

Milestones

• The dates below reflect the Debtors' stated intentions and anticipated schedule as of the July 30, 2026 filing rather than court-ordered or contractual milestones; dates shown in brackets are placeholders left unfixed in the filing. Note that the Debtors intend to select a financing proposal and enter commitment letters (September 8) before finalizing the marketing process (September 10).
• Exit Financing process:
  • August 25, 2026: deadline by which the Debtors intend to request that parties in interest submit indicative offers.
  • September 8, 2026: deadline by which the Debtors intend to select a financing proposal and enter into one or more commitment letters or other appropriate financing arrangements.
  • September 10, 2026: deadline by which the Debtors intend to finalize their marketing process for Exit Financing.
  • September 29, 2026: deadline by which the Plan Supplement, including the material terms of the Exit Financing and drafts of any definitive documentation, is intended to be filed.
• Confirmation process:
  • September [10], 2026: entry of the Interim Approval and Procedures Order conditionally approving the Combined Disclosure Statement and Plan.
  • October [13], 2026 at 4:00 p.m. (ET): Objection Deadline.
  • October [20], 2026: Confirmation Hearing to consider final approval of the Combined Disclosure Statement and Plan as providing adequate information under section 1125 and confirmation of the Plan under section 1129 of the Bankruptcy Code.
• Claims deadlines: the General Bar Date is July 29, 2026 at 4:00 p.m. (ET); the Governmental Bar Date is October 19, 2026 at 4:00 p.m. (ET); and the Administrative Claim Bar Date is 30 days after the Effective Date, excluding requests for payment of Administrative Claims arising under section 503(b)(9) of the Bankruptcy Code. Claims arising from the rejection of Executory Contracts or Unexpired Leases are subject to a separate Rejection Damages Bar Date.
  • The Rejection Damages Bar Date is stated inconsistently in the source: the definitions section sets it at the later of the applicable General or Governmental Bar Date and 4:00 p.m. (ET) 30 days after entry of an order approving rejection, while Section 9.2 sets it at the later of 30 days from entry of the rejection order and 30 days from the effective date of the rejection.
• The Debtors intend to exit the Paducah Facility by late August or September.

Private Sale of the Paducah Locomotive Assets

• On July 16, 2026, the Debtors filed a motion seeking authority to sell certain locomotives and related assets located at the Paducah, Kentucky operating facility free and clear of all liens, claims and encumbrances to LHAGS Inc. for a cash purchase price of $2.1 million.
  • In connection therewith, the Debtors filed a motion to seal commercially sensitive information contained in the Private Sale Motion and the related declaration in support.
  • Orders approving the Sealing Motion and the Private Sale Motion, and the closing of the sale transaction, are contemplated to occur in August 2026, with dates and use of net proceeds left blank in the filing.

Paducah Landlord Settlement

• Also on July 16, 2026, the Debtors filed a motion to approve a settlement agreement between Debtor TRM NRE Acquisition LLC and Steven & Susan Kentucky Building Co., LLC.
  • The settlement seeks to resolve the landlord's motion of National Fabricating, LLC and Steven and Susan Kentucky Building Co., LLC to compel the Debtors to assume or reject unexpired leases, grant limited relief from the automatic stay, and waive the stay of enforcement under Bankruptcy Rule 4001(a)(4), and to allow the Debtors to exit the Paducah Facility in a value-maximizing manner.
  • By way of example of the settlement's benefits, subject to certain exit milestones and other conditions, the Debtors may receive up to $600,000 of cash payments from the landlord as part of the settlement. The filing does not otherwise describe the settlement's terms.
  • Entry of an order approving the Paducah Landlord Settlement Motion is contemplated in August 2026, with the date left blank in the filing.

Means of Implementation

• Distributions under the Plan will be funded with: (1) Cash on hand, including Cash from operations; (2) proceeds of the Exit Facility; (3) Reinstatement of the Subordinated Note and/or Existing Interests; and (4) the issuance of new equity or new loans from the Reorganized Debtors.
  • Cash payments will be made by the Debtors or the Reorganized Debtors. The Reorganized Debtors shall be entitled to transfer funds between and among their affiliates as they determine necessary or appropriate to satisfy Plan obligations; resulting changes in intercompany account balances are to be accounted for and settled in accordance with the Debtors' historical intercompany settlement practices.
• Following the Confirmation Date, the Debtors and Reorganized Debtors may take all actions reasonably necessary or appropriate to effectuate the Restructuring Transactions, including: execution and delivery of appropriate agreements or other documents of reorganization; execution and delivery of instruments of transfer, assignment, assumption, or delegation; filing of appropriate certificates of conversion, formation, incorporation or consolidation; execution, delivery, and filing of the Exit Facility Documents; and any mergers, consolidations, restructurings, conversions, dispositions, transfers, formations, organizations, dissolutions, or liquidations.
  • None of the Restructuring Transactions shall constitute, or be deemed or interpreted to be, a change of control under any agreement, severance plan, contract, or document of the Debtors.
• Each Debtor shall continue to exist after the Effective Date as a separate entity with all the powers of its applicable form, and on the Effective Date all property of each Debtor's Estate, all Causes of Action, and any property acquired pursuant to the Plan shall vest in the respective Reorganized Debtor free and clear of all Liens, Claims, charges, or other encumbrances.
• Preservation of Causes of Action: subject in all respects to the Article VIII releases, the Reorganized Debtors retain and may enforce all of the Debtors' Causes of Action, whether arising before or after the Petition Date, with exclusive right and discretion to initiate, prosecute, settle, release, abandon, or decline to pursue them without further Bankruptcy Court approval. A Schedule of Retained Causes of Action will be filed with the Plan Supplement. No Entity may rely on the absence of a specific reference to a Cause of Action as an indication it will not be pursued, and no preclusion doctrine — res judicata, collateral estoppel, issue or claim preclusion, estoppel, or laches — applies as a consequence of Confirmation or the Effective Date.
• Tax and fee exemption: to the maximum extent permitted by section 1146(a) of the Bankruptcy Code, securities issuances and transfers, creation of liens and security interests, property transfers under the Plan, assumptions or assignments of nonresidential real property leases and executory contracts, the grant of collateral under the Exit Facility Documents, and the issuance, renewal, modification or securing of indebtedness will not be subject to recording, stamp, conveyance, transfer, mortgage, sales or use, or similar taxes or governmental assessments.
• Insurance: all of the Debtors' insurance policies and related agreements are treated as Executory Contracts, are deemed assumed on the Effective Date, and revest in the Reorganized Debtors. Nothing in the Plan or Confirmation Order alters the rights or obligations of any Insurer or of the Debtors or Reorganized Debtors under any Insurance Policy; all rights and defenses are retained, the policies' terms control on coverage issues, and no Insurer is required to pay a liability it would not have had to pay absent the Plan.
• Workers' compensation: as of the Effective Date, except as set forth in the Plan Supplement, the Reorganized Debtors will continue to honor obligations under applicable workers' compensation laws and under the Debtors' related contracts, indemnity agreements, self-insurer bonds, policies, programs and plans. All proofs of claim filed by current or former employees on account of workers' compensation claims are deemed automatically withdrawn, without prejudice to the Debtors' or Reorganized Debtors' defenses and rights under non-bankruptcy law.
• Reservation of rights and post-petition contracts: nothing in the Plan constitutes an admission that any contract or lease is executory or unexpired, and if there is a dispute the Debtors or Reorganized Debtors have 45 days after a Final Order resolving it to alter their treatment. Contracts and leases entered into after the Petition Date will be performed in the ordinary course and survive unaffected by entry of the Confirmation Order.

Treatment of Claims and Interests

• Unclassified Claims. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, Professional Fee Claims, and DIP Claims are not classified.
  • Administrative Claims and Priority Tax Claims: Unless otherwise agreed, payment in full as soon as practicable after the later of (i) the Effective Date, but no later than 30 days after the Administrative Claim Bar Date, or (ii) the date the Claim becomes Allowed by Final Order, in cash or such other treatment as agreed with the Debtors or applicable Reorganized Debtor. Because the Administrative Claim Bar Date is itself 30 days after the Effective Date, the outer bound for payment is roughly 60 days post-Effective Date.
    • Except for Professional Fee Claims, U.S. Trustee Fees, and Claims subject to section 503(b)(1)(D), Holders of Administrative Claims must file a written request with the Claims Agent and serve the applicable Reorganized Debtor, with supporting documents, so as to be actually received on or before the Administrative Claim Bar Date. A Person or Entity required to file that fails to do so will not be treated as a creditor for distribution purposes on account of that Claim. The Effective Date notice will set out the Administrative Claim Bar Date and constitutes notice of it.
    • All U.S. Trustee Fees payable prior to the Effective Date shall be paid by the Debtors on the Effective Date. After the Effective Date, the Debtors and applicable Reorganized Debtor are jointly and severally liable for U.S. Trustee Fees as they come due, and each remains obligated until that Debtor's case is closed, dismissed, or converted to chapter 7. The Debtors must file all monthly operating reports due before the Effective Date on UST Form 11-MOR; the Reorganized Debtors must file a Notice of Occurrence of the Effective Date within two business days and thereafter file separate UST Form 11-PCR reports as due. The U.S. Trustee is not required to file any Administrative Claim and is not treated as providing any release under the Plan.
  • Professional Fee Claims: All requests must be filed and served within 30 days of the Effective Date, and Allowed Professional Fee Claims shall be paid from the Professional Fee Escrow Account as and when Allowed. To the extent the escrow is insufficient, the (Reorganized) Debtors shall satisfy the remaining Allowed amounts, and their obligations are expressly not limited to the escrow balance.
    • The escrow is funded by the Debtors as soon as practicable after the Confirmation Date and no later than the Effective Date, in an amount equal to the Professional Fee Claims Estimate — each Professional's good faith estimate of accrued unpaid fees through the Effective Date, provided in writing not less than five days before the Effective Date. The escrow is held in trust solely for the Professionals, is not encumbered by any lien, claim or interest, and is not property of the Estates, the Debtors, or the Reorganized Debtors. Any surplus reverts to the Reorganized Debtors without further order.
    • From and after the Effective Date, the requirement that Professionals comply with sections 327 through 331 and 1103 in seeking retention or compensation terminates, and the Reorganized Debtors may employ and pay Professionals in the ordinary course without notice to or approval of the Bankruptcy Court.
  • DIP Claims: Except to the extent a Holder agrees to less favorable or different treatment, each Allowed DIP Claim shall receive, in full and final satisfaction, treatment to be determined no later than the Confirmation Hearing consisting of (a) new equity in the Reorganized Debtors; (b) new loans from the Reorganized Debtors; (c) one or more Distributions in Cash; and/or (d) some combination thereof.
• Classified Claims and Interests. Every Class is Unimpaired, deemed to accept the Plan, and not entitled to vote. Except where a Holder agrees to less favorable or different treatment, distributions are made on, or as soon as reasonably practicable after, the later of the Effective Date, the date the Claim becomes Allowed, and (for General Unsecured Claims) the ordinary course of business, or such other date(s) permitted under section 1129(a)(9) of the Bankruptcy Code:
  • Class 1 – Other Secured Claims: payment in Cash (or, if payment is not then due, payment in accordance with its terms in the ordinary course); the applicable Debtor's interest in the collateral securing the Claim; or such other treatment rendering the Claim Unimpaired under section 1124(1) or (2) of the Bankruptcy Code.
  • Class 2 – Other Priority Claims: one or more Distributions in Cash in an aggregate amount equal to the Allowed Claim.
  • Class 3 – First Lien Claims: one or more Distributions in Cash in an aggregate amount equal to the Allowed Claim.
  • Class 4 – Subordinated Note Claims: treatment to be determined in advance of the Confirmation Hearing consisting of (a) new equity in the Reorganized Debtors; (b) new loans from the Reorganized Debtors; (c) Reinstatement; (d) one or more Distributions in Cash; and/or (e) some combination thereof.
  • Class 5 – General Unsecured Claims: one or more Distributions in Cash in an aggregate amount equal to the Allowed Claim. For the avoidance of doubt, the Seller Note shall be treated as a General Unsecured Claim, as shall Claims arising from the rejection of Executory Contracts or Unexpired Leases.
  • Class 6 – Prepetition Intercompany Claims and Interests: Reinstated or such other treatment as mutually agreed by the applicable Debtors or Reorganized Debtors.
  • Class 7 – Existing Interests: Reinstated as of the Effective Date, subject to implementation of the Restructuring and the Restructuring Transactions.

Distributions

• Distributions on account of Claims Allowed as of the Effective Date shall be made on a Distribution Date, which is a date not more than 90 days after the Effective Date; for Claims Allowed after the Effective Date, a date not more than 90 days after such Claim becomes Allowed, placing the Holder in the position it would have occupied had the Claim been Allowed on the earlier distribution dates. No Distribution shall be made with respect to a Disputed Claim until it becomes an Allowed Claim.
• The Distribution Record Date is the first day of the Confirmation Hearing, or such other date designated in a Final Order of the Bankruptcy Court.
• No Distribution will be made on any Claim or portion that (i) was satisfied after the Petition Date pursuant to a Bankruptcy Court order, (ii) is listed in the Schedules as contingent, unliquidated, disputed, or in a zero amount and for which no proof of claim was timely filed, or (iii) is evidenced by a proof of claim that a later-filed proof of claim purports to amend.
• After the Effective Date, the applicable Reorganized Debtor has sole and exclusive standing to object to Claims and may settle or compromise any Disputed Claim without Bankruptcy Court approval. Except as otherwise provided, all proofs of claim filed after the Effective Date are Disallowed and forever barred without any objection or further order.
• Except as specifically provided in the Plan or the Confirmation Order, or as required by applicable bankruptcy law, postpetition interest shall not accrue or be paid on any Claims.
• Distributions are made to the Holder's Distribution Address; undeliverable or unclaimed Distributions are held for the Holder, and if not claimed within three months after the final Distribution Date the Holder forfeits the Claim to that Distribution and is forever barred from asserting it, with the cash becoming property of the applicable Reorganized Debtor notwithstanding any federal or state escheat laws. Neither the Debtors nor the Reorganized Debtors are required to locate any Holder.
• No Distribution is required to be made to any Holder unless such Holder is to receive at least $100 in such Distribution.
• Cash payments are made in U.S. dollars by draft, check, wire transfer, or as otherwise required, at the Reorganized Debtors' discretion; payments due on a non-Business Day are made without interest on the next Business Day. Distributions below the $100 de minimis threshold are held in trust and aggregated until the next scheduled Distribution reaches at least $100.

Executory Contracts and Unexpired Leases

• On and as of the Effective Date, each Executory Contract and Unexpired Lease shall be deemed assumed (or assumed and assigned to the respective Reorganized Debtor) pursuant to sections 365 and 1123 of the Bankruptcy Code, unless it (i) previously expired or terminated pursuant to its own terms or by agreement, (ii) is on the Rejected Executory Contracts and Unexpired Leases Schedule as of the Effective Date, or (iii) is the subject of a motion to reject filed on or before the Effective Date.
  • The Debtors presently intend to schedule the "4 Fountain Drive" lease for the fabrication plant in Mount Vernon, IL, as well as customer contracts generally, on the Assumed Executory Contracts and Unexpired Leases Schedule.
• The Debtors will file the schedule of contracts and leases to be assumed, together with associated Cure Claims, as part of the Plan Supplement. Counterparties disputing a listed Cure Claim must object within 21 days after the Plan Supplement is filed.
  • Cure Claims not subject to an Assumption Dispute will be paid on the Effective Date or, to the extent necessary, no later than five business days thereafter, or on such other terms as the parties may agree. (The Plan uses "Assumption Dispute" here but defines only "Cure Dispute" in Article I.) The Reorganized Debtors may settle any Cure Claim without further Bankruptcy Court approval. Where a Cure Dispute cannot be resolved consensually, either party may seek a hearing on 21 days' notice, and the Debtors or Reorganized Debtors reserve the right to reject or nullify the assumption no later than 30 days after the order resolving the dispute becomes a Final Order.
• Except as otherwise provided in the Plan or Plan Supplement, identified on the Rejected Executory Contracts and Unexpired Leases Schedule, previously rejected by Bankruptcy Court order, or the subject of a rejection motion pending on the date of the Confirmation Hearing, the Reorganized Debtors shall honor the Debtors' Employee Obligations, which shall become obligations of the Reorganized Debtors in accordance with their terms and be paid in the ordinary course. Consummation of the Restructuring Transactions and any associated organizational changes will not constitute a "change of control" under those contracts, agreements, policies, programs and plans. Each Employment Agreement will be deemed assumed on the Effective Date. ("Employment Agreement" is used but not defined in the Plan.)
• Claims arising from rejection must be filed within 30 days of the later of entry of the order approving the rejection (including the Confirmation Order) and the effective date of the rejection. Rejection claims not filed in time are Disallowed pursuant to the Confirmation Order, forever barred from assertion, unenforceable against the Debtors, Reorganized Debtors, Estates or their property, and deemed fully satisfied, released and discharged — without any objection or further order.
• Any Proof of Claim filed with respect to an assumed Executory Contract or Unexpired Lease is deemed expunged without further order; the Debtors must state this in the notice of the Effective Date and give separate notice (which may be by email) to each affected Holder.
• To the maximum extent permitted by law, provisions in assumed contracts or leases that restrict, condition, prevent, or are breached by assumption or assignment — including "change of control" provisions — are deemed modified so that the transactions contemplated by the Plan do not give the counterparty termination or default-related rights, and provisions permitting termination or modification based on the chapter 11 filing or the Debtors' financial condition are unenforceable.
• The Debtors' and counterparties' rights and obligations under assumed contracts and leases are unaffected by the Chapter 11 Cases and will be performed in the ordinary course. Assumed contracts include all related modifications, amendments, supplements, restatements, easements, licenses, permits, privileges, immunities, options and rights of first refusal; amendments executed during the Chapter 11 Cases do not alter the prepetition nature of the contract or the validity, priority or amount of related Claims. Rejection does not terminate preexisting obligations owed to the Debtors, including payment of outstanding amounts and warranty or continued maintenance obligations on previously purchased goods.

Compromise and Settlement

• Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, or otherwise resolved thereunder on the Effective Date.
  • The Plan shall be deemed a motion to approve such compromise and settlement, and entry of the Confirmation Order shall constitute the Bankruptcy Court's approval and a finding that the settlement is fair, equitable, reasonable, and in the best interest of the Debtors and their Estates. Subject to Article X, all distributions to Holders of Allowed Claims and Allowed Interests in any Class are intended to be, and shall be, final.

Releases

• "Released Parties" means, in each case in its capacity as such, (a) the Debtors' officers, directors, managers, employees, agents, designees, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals or representatives, and any other fiduciaries to such Person or Entity with any involvement related to the Debtors, and (b) with respect to each of the foregoing, such Person's or Entity's respective heirs, executors, estates, servants, and nominees.
  • On its face this definition does not include the Debtors or Reorganized Debtors themselves, the Sponsor, the DIP Lender, or the First Lien Lender or First Lien Agent. That sits in tension with the Plan's own narrative, which describes the Debtor Release as negotiated "by the Debtors, the Sponsor, and other parties in interest," states that "[e]ach of the Released Parties is a stakeholder and critical participant in the Plan processes," and rests the release justification substantially on transfers to insiders.
• The Plan contains no third-party (non-Debtor) releases and no discharge provision: Sections 8.4 and 8.7 of Article VIII are both marked [RESERVED]. The only release granted is the Debtor Release in Section 8.3. (Section 7.5 nonetheless refers to Claims "discharged pursuant to the Plan," an apparent holdover.)
• Debtor Release: Effective as of the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, each of the Debtors and Reorganized Debtors, on their own behalf and as representatives of the Estates, shall be deemed to completely and forever release, waive, void, extinguish and discharge unconditionally each of the Released Parties from any and all Claims, Causes of Action, obligations, suits, judgments, damages, debts, rights, remedies and liabilities of any nature whatsoever, whether known or unknown, based in whole or part on any act, omission, transaction, event or other circumstance taking place on or prior to the Effective Date, including prior to the Petition Date, in connection with or related to the Debtors, the Chapter 11 Cases, the Restructuring Transactions, the Exit Financing and Private Sale and related marketing processes, the Combined Disclosure Statement and Plan, the settlement of Claims or renegotiation of Executory Contracts or Leases, and the pursuit, consummation, and administration of the Plan, among other matters.
  • Any right to enforce the Plan and Confirmation Order is not released.
• Basis for the Debtor Release: In formulating the release, the Debtors, with their advisors, reviewed potential claims and causes of action belonging to the Estate and whether they may be non-frivolous and a viable source of distributable net value, taking into account foreseeable costs, time and litigation uncertainty; those discussions involved the Debtors' management team, independent director, and the Sponsor. The Debtors disclosed prepetition transfers to non-insider creditors within 90 days of the Petition Date (SOFA No. 3) and to insiders within one year of the Petition Date (SOFA No. 4), each incorporated into the Plan by reference. The Debtors reviewed potentially recoverable transfers to any Released Party as potential preferences and considered potentially applicable defenses such as the "ordinary course" and "new value" affirmative defenses.
  • With respect to transfers to insiders within one year of the Petition Date, the Debtors do not believe there is any reasonably foreseeable material recoverable value, let alone risk- and litigation-adjusted value that could theoretically exceed the value of such insiders' respective contributions to the Debtors, the marketing, sale, and refinancing processes, monetizing other assets of the Estates, the Plan, and administering the cases.
  • The Debtors also considered whether insiders could assert indemnification claims against the Estates if estate claims were prosecuted, as well as the likelihood of success, costs of prosecution, risks of collection, and the inherent uncertainty of litigation.
  • The Debtors determined that the relative contributions the insider transferees have made and continue to make outweigh any reasonably foreseeable benefit — which may be no benefit at all — from prosecuting such claims, and, most importantly, considered that this is a paid-in-full Plan under which Existing Interests would be Reinstated.
  • The Debtor Release was the product of good faith and arms'-length negotiations among the Debtors, the Sponsor, and other parties in interest, and is being given in exchange for the Released Parties' efforts in developing and implementing a restructuring strategy that facilitated the Debtors' smooth transition into chapter 11 and their management of operations during the cases. In connection with the refinancing process, the Debtors' independent director met and regularly held meetings with the Debtors' chief restructuring officer and other advisors to help guide the capital raise process.
  • Absent the Debtor Release, these parties would have been unlikely to participate in the negotiations, compromises, and processes that led to the formulation of the Plan, and the Released Parties have relied on the efficacy and conclusive effects of the releases and injunctions in making concessions and supporting the treatment of their Claims.
  • The Debtors believe the releases and exculpations are consensual, necessary and appropriate, and meet the requisite legal standards promulgated by the Third Circuit and the U.S. Supreme Court, and state that they will present evidence at the Confirmation Hearing to demonstrate the basis for and propriety of these provisions.
• Release of Liens: On the Effective Date, concurrently with the applicable distributions and, in the case of a Secured Claim, satisfaction in full of the Allowed portion required to be satisfied under the Plan — except for Other Secured Claims the Debtors elect to reinstate — all mortgages, deeds of trust, Liens, pledges, or other security interests against property of the Estates shall be fully released, settled, compromised, and satisfied, with all right, title, and interest reverting automatically to the applicable Debtor and its successors and assigns. Holders of such Secured Claims and their agents are authorized and directed to release any collateral, including cash and possessory collateral, and to execute, deliver and record releases as reasonably requested. Presentation of the Confirmation Order to any governmental agency constitutes good and sufficient evidence of, but is not required to effect, termination of the Liens.

Exculpation

• "Exculpated Parties" means, each in their respective capacities as such, (a) the Debtors and the Reorganized Debtors (as successor to the Debtors), and (b) the Related Parties of each of the foregoing. The definition continues with a further limiting proviso that is substantially illegible in the filed text but appears to restrict the clause (b) parties to Persons and Entities that served as fiduciaries of the Estates (including as officers or directors) — a qualification that should be confirmed against a clean copy before the definition is relied on.
• Effective as of the Effective Date, the Exculpated Parties shall neither have nor incur any liability to any Entity for claims or Causes of Action arising on or after the Petition Date but prior to or on the Effective Date for any act taken or omitted in connection with preparing and filing the Chapter 11 Cases, or formulating, negotiating, confirming, preparing, disseminating, implementing, administering, or effecting the confirmation or consummation of the Restructuring Transactions, the Exit Financing, the Private Sale, the Plan, the Disclosure Statement, or any related document, or any other postpetition act taken or omitted in connection with the Chapter 11 Cases.
  • The exculpation excludes only actions determined by Final Order to have constituted actual fraud or gross negligence — willful misconduct, which commonly appears in this carve-out, is not listed — and in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.
  • The Exculpated Parties are deemed to have participated in good faith and in compliance with applicable laws with regard to the formulation of the Plan and distribution of consideration and are not liable for any violation of applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions.
• The Debtors state that the Released Parties and Exculpated Parties, including current directors and officers, made substantial and valuable contributions to the restructuring through efforts to ensure a smooth transition into chapter 11, enter into and close the DIP Facility, Paducah Settlement, and Private Sale, achieve a timely and consensual exit from the Paducah leased facility, and negotiate and formulate the Plan; that the provisions preserve value by enabling a swift emergence; and that in many cases these parties hold indemnification claims against the Debtors, creating an identity of interest.

Injunction

• Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid under the Plan or Confirmation Order, all Entities who have held, hold, or may hold Claims against or Interests in the Debtors that have been released, satisfied, or are subject to exculpation are permanently enjoined from and after the Effective Date from taking the following actions against the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties:
  • Commencing, conducting, or continuing any suit, action, or other proceeding of any kind on account of or in connection with any such Claim or Interest.
  • Enforcing, levying, attaching, collecting, or otherwise recovering any judgment, award, decree, or order on account of any such Claim or Interest.
  • Creating, perfecting, or otherwise enforcing any encumbrance of any kind on account of any such Claim or Interest.
  • Asserting any right of setoff on account of any such Claim or Interest, except as contemplated or allowed by the Plan or pursuant to a timely filed Proof of Claim.
  • Acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply with the provisions of the Plan.
• Separately, the Reorganized Debtors retain their own setoff rights: except for Claims expressly allowed under the Plan, on or after the Effective Date they may offset against any Claim, including an Administrative Claim, any claims, rights and Causes of Action they hold against that Holder, before any Distribution is made.
• Related Parties shall have standing on a derivative basis to enforce the injunction, and upon entry of the Confirmation Order all Holders of Claims and Interests and their Related Parties shall be enjoined from taking any actions to interfere with implementation or consummation of the Plan.
• Each Holder of an Allowed Claim or Allowed Interest that accepts, or is eligible to accept, distributions, treatment, or reinstatement under the Plan shall be deemed to have consented to the injunction provisions.
• All injunctions or stays provided for in the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code and in existence on the Confirmation Date shall remain in full force and effect until the cases are closed.

Indemnification and Insurance

• Two provisions address indemnification, and they do not sit comfortably together. Section 7.6 provides that all indemnification provisions currently in place, and any limitation of directors' and officers' liability under the Debtors' organizational documents, shall be assumed and remain in full force and effect after the Effective Date and "shall not be modified, reduced, discharged, impaired, or otherwise affected in any way." Section 8.8 provides that, subject to the occurrence of the Effective Date, the Debtors' obligations to indemnify, defend, reimburse, or limit the liability of current and former directors, managers, officers, employees, attorneys, professionals and agents, and such current and former directors', managers' and officers' respective Affiliates, shall survive Confirmation, be assumed by the Debtors and assigned to the applicable Reorganized Debtor, and remain in effect after the Effective Date where owed in connection with an event occurring before the Effective Date — but caps the funding obligation as described below.
  • The applicable Reorganized Debtor's obligation to fund such indemnification obligations shall be limited to the extent of coverage available under any insurance policy assumed by the Debtors and assigned to the Reorganized Debtor, including any directors and officers insurance policies. Neither the Debtors nor the Estates shall have any obligation to reimburse such indemnity claims or expenses.
• On the Effective Date, the Reorganized Debtors shall be deemed to have assumed all D&O Liability Insurance Policies with respect to directors, managers, officers, and employees who served at any time on or prior to the Effective Date, pursuant to sections 105 and 365 of the Bankruptcy Code, with entry of the Confirmation Order constituting the Bankruptcy Court's approval of such assumption.
  • After the Effective Date, neither the Debtors nor the Reorganized Debtors may terminate or reduce coverage under any D&O policy in effect on the Effective Date with respect to pre-Effective Date conduct, and all officers, directors, managers and employees who served at any time before the Effective Date are entitled to the full benefits of those policies for their full term regardless of whether they remain in their positions — subject to the ordinary reduction of available proceeds through payment of claims.
  • Confirmation does not discharge, impair, or modify any indemnity obligation assumed through the assumption of the D&O policies and related documents; each such obligation is deemed an assumed Executory Contract and no proof of claim need be filed with respect to it.
• On the Effective Date, all obligations and commitments to surety bond providers shall be deemed reaffirmed by the Reorganized Debtors; surety bonds and related indemnification and collateral agreements will vest in and be performed by the applicable Reorganized Debtor and survive unaffected by entry of the Confirmation Order; and the Reorganized Debtors shall be authorized to enter into new or modify existing surety bond and related agreements in the ordinary course of business. The Reorganized Debtors will continue to pay all premiums and other amounts due, including loss adjustment expenses, on existing surety bonds as they come due prior to release or discharge, and surety providers may replace existing bonds or general agreements of indemnity, or issue name-change riders, on the same terms. Nothing in the Plan or Confirmation Order impairs, alters, or modifies the rights or obligations of the Debtors or any surety provider under any unexpired surety bond or related indemnification or collateral agreement.

Conditions Precedent to the Effective Date

• Each of the following conditions must be satisfied or waived by the Debtors in writing:
  • Entry of the Confirmation Order by the Bankruptcy Court.
  • The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents necessary to implement and effectuate the Plan.
  • The conditions precedent to entry into the Exit Facility shall have been satisfied, waived, or shall be satisfied contemporaneously with the occurrence of the Effective Date.
  • The Professional Fee Escrow shall have been funded in accordance with the Plan.
• Approval of the releases in Article VIII under the Confirmation Order is itself a condition to the occurrence of the Effective Date, as the releases and injunctions are integral parts of the Plan and the settlements implemented thereunder.
• Substantial Consummation of the Plan, as defined in sections 1101 and 1127 of the Bankruptcy Code, shall be deemed to occur on the Effective Date.
• If the Effective Date does not timely occur, the Debtors reserve all rights to seek an order from the Bankruptcy Court directing that the Confirmation Order be vacated and that the Plan be null and void in all respects. If the Confirmation Order is vacated, the time to assume, assume and assign, or reject remaining Executory Contracts and unexpired leases is extended 30 days from the date of vacatur, without prejudice to further extensions. If the Effective Date fails to occur, the Bankruptcy Court retains jurisdiction over any request to further extend the section 365(d)(4) deadline for unexpired leases.

Confirmation Standards

• Because no Class of Claims or Interests is Impaired, sections 1129(a)(10) and 1129(b) of the Bankruptcy Code are not applicable, and the best interests test under section 1129(a)(7) is likewise inapplicable.
• The Debtors believe the Plan meets the feasibility requirement of section 1129(a)(11), as confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Reorganized Debtors or any successor, while acknowledging that the Exit Financing is a material consideration as to feasibility.
• The Bankruptcy Court will confirm the Plan only if it meets all applicable requirements of section 1129, including that the Plan classifies Claims and Interests in a permissible manner, complies with the technical requirements of chapter 11, has been proposed in good faith, and is feasible. The Debtors reserve the right under section 510 of the Bankruptcy Code to reclassify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination rights.

Risk Factors

• There is no assurance that the Debtors will successfully source and close the Exit Financing that underpins the Plan and Distributions thereunder. Although the Debtors have received initial indications of interest, the capital markets are subject to a variety of factors and conditions outside the Debtors' control that may impair the ability to source and/or close the necessary funding. If refinancing efforts are unsuccessful, it is unclear what Distributions holders of Claims or Interests ultimately would receive.
• The Plan is a "full pay" chapter 11 plan of reorganization, and this treatment and stakeholder recoveries depend on the Exit Facility being sized correctly and closing. Insofar as Allowed Administrative Claims materially exceed what has been forecast, the Plan may not be implemented in accordance with its terms, which may adversely impact "paid in full" treatment of all Allowed Claims.
• There can be no assurance that the releases and exculpations provided in Article VIII will be granted; failure of the Bankruptcy Court to grant such relief may result in a chapter 11 plan that differs from the Plan, the Plan not being confirmed, or the Plan not going effective.
• There is no assurance that the Bankruptcy Court will confirm the Plan; even if it finds the Combined Disclosure Statement and Plan appropriate, it could decline confirmation if any statutory requirement, including feasibility, is unmet, and modifications may be required that could necessitate solicitation of votes. There can be no assurance that any or all of the conditions in the Plan will be satisfied or waived, or that a confirmed Plan will be consummated.
• A Holder may challenge the classification of Claims or Interests, and the Bankruptcy Court may find that a different classification is required. Any resulting reclassification could adversely affect a Class by changing its composition and the vote required for approval, and there is no assurance the Court would approve the Plan on a reclassified basis. Disputes over classification or equal treatment could delay confirmation and consummation and increase the risk the Plan is not consummated. (This risk factor appears twice in the filing, as Sections 6.3 and 6.6, in near-identical terms.)
• The U.S. federal income tax consequences of the Plan are complex, in many cases uncertain, and may vary by Holder. The filing provides no tax advice and urges Holders to consult their own tax advisors as to federal, state, local, and applicable foreign tax consequences.

Governing Law and Amendments

• Section 12.6 provides that, except to the extent the Bankruptcy Code, Bankruptcy Rules, or other federal laws apply, the rights and obligations arising under the Plan shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. This conflicts with the Rules of Interpretation in Article I, which state that the rights and obligations arising under the Plan "shall be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and Bankruptcy Rules." The filing does not reconcile the two.
• The Debtors, in the exercise of their fiduciary duties, may modify the Plan at any time prior to entry of the Confirmation Order, provided the Plan as modified meets applicable Bankruptcy Code requirements.
  • After entry of the Confirmation Order, the Debtors may modify the Plan to remedy any defect or omission or reconcile any inconsistencies as necessary to carry out its purposes and effects, provided such modification does not materially and adversely affect the interests, rights, treatment or Distributions of any Class of Allowed Claims or Interests.
• The Debtors reserve the right to revoke and withdraw or modify the Plan at any time prior to the Confirmation Date in the exercise of their fiduciary duties or, if unable to consummate the Plan after the Confirmation Date, at any time up to the Effective Date. If revoked or withdrawn, nothing in the Plan constitutes a waiver or release of claims by or against the Debtors or prejudices any party's rights in further proceedings, and the result is the same as if the Confirmation Order had not been entered, the Plan had not been filed, and the Effective Date had not occurred.
• In the event of any inconsistency, the Confirmation Order controls over the Plan. Nothing in the Plan is deemed an admission or waiver by the Debtors as to any matter, including liability on any Claim or the propriety of a Claim's classification. Corporate actions contemplated by the Plan are deemed to have occurred and be authorized as of the Effective Date without further action by the Debtors or Reorganized Debtors.
• The Plan shall be binding upon and inure to the benefit of the Debtors, all present and former Holders of Claims and Interests, and their respective successors and assigns, including the Reorganized Debtors.

Retention of Jurisdiction

• Notwithstanding Confirmation or the occurrence of the Effective Date, and except as otherwise provided by applicable law, the Bankruptcy Court retains jurisdiction to the extent legally permissible for a broad range of purposes, including: determining the allowability, classification and priority of Claims and the validity, extent, priority and non-avoidability of liens; issuing injunctions and orders to restrain interference with the Plan and to implement, enforce and consummate it; protecting property of the Estates and resolving lien disputes; determining Professional Fee Claims and other priority claims and requests for payment; resolving disputes over implementation, interpretation and Distributions; deciding assumption, assignment and rejection motions; hearing pending applications, adversary proceedings, contested matters and remands; modifying the Plan under section 1127 and remedying defects or inconsistencies; entering orders in aid of consummation notwithstanding non-bankruptcy law; enabling the Reorganized Debtors to set aside Liens and recover transfers, assets, property or damages; determining tax liability under section 505 and addressing prompt-audit requests; acting if the Confirmation Order is stayed, revoked, modified or vacated; resolving notice-sufficiency disputes; authorizing asset sales; hearing Retained Actions; resolving disputes over any exculpation of, or injunction protecting, a non-debtor; approving Distributions, claims settlements and setoffs; and entering Final Orders closing the Chapter 11 Cases.