IN THE UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW MEXICO

In re:

MBF INSPECTION SERVICES, INC.,

A New Mexico Corporation,

Debtor. Case No. 11-18-11579-t11

DEBTOR’S FIRST AMENDED PLAN OF

REORGANIZATION DATED AUGUST 16, 2019

MBF Inspection Service, Inc. (hereafter the “Debtor”), proposes the following Plan of

Reorganization pursuant to Chapter 11 of the Bankruptcy Code.

TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS ................................................................................. 2

2. GENERAL PROVISIONS ......................................................................................................... 4
3. CLASSIFICATION OF CLAIMS AND INTERESTS .............................................................. 6
4. IMPAIRMENT OF CLAIMS ..................................................................................................... 7
5. TREATMENT OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS ................... 8
6. TREATMENT OF CLAIMS AND INTERESTS ...................................................................... 8
7. EXECUTION AND IMPLEMENTATION OF THE PLAN ................................................... 10
8. RETENTION OF JURISDICTION .......................................................................................... 12
9. RESOLUTION OF CLAIMS DISPUTES................................................................................ 13
10. DISTRIBUTION AGENT ...................................................................................................... 14
11. REQUEST FOR AND EFFECT OF CONFIRMATION ....................................................... 14

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 1 of 16
 ARTICLE 1
DEFINITIONS AND ABBREVIATIONS

1.1. For purposes of this Plan and the Disclosure Statement, unless the context
requires otherwise, the following definitions will apply:

1.1.1. Acceptance by a Class: The Acceptance of the Plan by a class of claims

or interests as provided for in Section 1126 of the Code and any applicable Rules, Local Rules or
case law.

1.1.2. Acceptance of Plan: Any acts, or failure to act, by the holder of a claim or
interest, whether such claim is allowed at the time or not, which evidences the approval of, or
acquiescence in, the provisions of the Plan, including but not limited to the affirmative vote by
the holder of a claim or interest in favor of the Plan, by ballot, or the failure of the holder of a
claim or interest to affirmatively reject the Plan.

1.1.3. Clerk: The Clerk of the U.S. Bankruptcy Court for the District of New
Mexico, whose mailing address is P.O. Box 546, Albuquerque, New Mexico 87103, and whose
office is located on the United States Bankruptcy Court, District of New Mexico, Dennis Chavez
Federal Building & U.S. Courthouse, 500 Gold Avenue SW, Tenth Floor, Albuquerque, NM,
87102.

1.1.4. Bar Date: The date set by the Bankruptcy Court by which creditors
whose claims were not scheduled, or who disagreed with the Debtor’s schedules, or who were
scheduled as contingent, unliquidated or disputed, were required to file a Proof of Claim. The
bar date was set in this case as February 2, 2019 for general creditors, and December 28, 2018
for governmental units.

1.1.5. Code: The Bankruptcy Code; 11 U.S.C. §§ 101 et. seq., as amended.

1.1.6. Collateral Order: Any Cash Collateral Order or other Order restricting or
conditioning the Debtor’s use of collateral, or conditioning the application of the automatic stay
as to collateral, entered by the Court.

1.1.7. Committee: The Unsecured Creditors Committee. Following

confirmation of the plan, the same shall be constituted as the Post-Confirmation Committee, as
described in Section 7.9, below.

1.1.8. Confirmation: Entry of an Order Confirming this Plan.

1.1.9. Consummation of the Plan: Performance by the Debtor of all steps

necessary to effectuate the provisions of the Plan, including, but not limited to, the execution and
delivery of any instruments or documents provided for by the Plan to evidence the debts and
obligations provided for after Confirmation, and the appointment and acceptance of any
Distribution Agent or other agency provided for by the Plan. Consummation shall not be
construed to include payment by the reorganized Debtor, or by any other entity, of any debts or

Debtor’s First Amended Chapter 11 Plan, Page 2

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 2 of 16
obligations provided for in the Plan except those required to be paid upon Confirmation.
Notwithstanding the foregoing, substantial consummation of the Plan will occur upon
performance by the reorganized Debtor of any substantial act required by the Plan. To the extent
that the Plan requires payment of claims pursuant to §1129(a)(15)(B), the Plan shall not be
consummated until the final payment thereunder is made.

1.1.10. Court: The United States Bankruptcy Court for the District of New
Mexico.

1.1.11. Debtor: MBF Inspection Service, Inc., during the pendency of this
Proceeding.

1.1.12. Disclosure Statement: The Disclosure Statement filed in this Proceeding,

in conjunction with the Plan, as such Disclosure Statement is amended or modified during this
Proceeding.

1.1.13. Effective Date: The first day of the first month following the date upon
which an Order confirming this Plan becomes final.

1.1.14. Entered: Entered on the Court’s docket.

1.1.15. Local Rules: The Local Rules of practice before the Court, as amended.

1.1.16. Operating Reports: The monthly reports filed with the Clerk relating to
the Debtor’s post-petition business operations.

1.1.17. Petition Date: The date the petition was filed herein, June 22, 2018.

1.1.18. Plan: The Plan of Reorganization, as filed, amended, corrected or

modified in this Proceeding.

1.1.19. Pre-Petition: Prior to June 22, 2018.

1.1.20. Post-Petition: On or after June 22, 2018.

1.1.21. Proceeding: This Chapter 11 proceeding (No. 18-11579-t11) and all

adversary or other proceedings related hereto which were filed, are pending, or may be filed with
the Court.

1.2.22. Reorganized Debtor: The Debtor, following confirmation of this Plan.

1.1.23. Rules: The Federal Rules of Bankruptcy Procedure, as amended.

1.1.24. Settlement Agreement: The mediated Settlement Agreement between

the Debtor, the Ganci Classes, and the Committee. A copy of the Settlement Agreement is
attached hereto as Exhibit A.

Debtor’s First Amended Chapter 11 Plan, Page 3

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 3 of 16
 1.1.25 Third-Party Injunction: the injunction set forth in Section 11.2.4 of the
Plan.

1.1.26. Trustee Fees: Any fees required to be paid to the U.S. Trustee as a result
of or in connection with this Proceeding.

1.1.27. U.S. Trustee: The Office of the United States Trustee, whose address is
P.O. Box 608, Albuquerque, NM 87103, its deputies, agents and employees.

1.1.28. With Interest: Unless a different rate is stated with respect to treatment of
a particular Claim, means the applicable statutory rate, for priority or secured tax claims; written
contract rate of interest; or, if there is no written contract, the federal judgment rate of interest
which was in effect on the Petition Date.

1.2. For purposes of this Plan and the Disclosure Statement, unless the context requires
otherwise, the following abbreviations may be used to describe the following creditors or parties
in interest:

1.2.1. IRS: Internal Revenue Service, its successors and assigns.

1.2.2. NMTRD: New Mexico Taxation and Revenue Department, its successors
and assigns.

1.2.3. Ganci Classes: Thomas Ganci (Creditor 3768082) on behalf of the Ganci
Ohio Rule 23 Class Members under Ohio Labor statutes, and the Ganci FLSA Class
Members under the Fair Labor Standards Act (“FLSA”).

1.2.4. The Ganci FLSA Class. The Ganci FLSA Class Members under the
FLSA.

1.2.5. The Ganci Ohio Rule 23 Class. The Ganci Ohio Rule 23 Class members
under Ohio labor statutes.

1.2.6. Inspection Leasing: Inspection Leasing, Inc., its successors and assigns.

1.2.7. MBF Management Systems: MBF Management Systems, Inc., its

successors and assigns.

1.2.8. RSP: RSP Permain, LLC, its successors and assigns.

ARTICLE 2
GENERAL PROVISIONS

For purposes of the Plan, the following general provisions will apply:

Debtor’s First Amended Chapter 11 Plan, Page 4

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 4 of 16
 2.1. The date of an Order, Motion or other Pleading required to be filed with the Court
shall be the date that the document is filed with the Court.

2.2. The date of any other paper not required to be filed, but required to be served,
shall be the date actually served, by whatever means service may be allowed under the
circumstances by the Code, Rules or Local rules.

2.3. All payments required to be made pursuant to the Plan, or pursuant to any notes or
other instruments to be issued pursuant to the Plan, shall be due on the first day of the month, if
the payments are monthly, and on the first day of January, April, July and October, if payments
are quarterly, and on the first day of January if payments are annual, unless otherwise expressly
provided herein, or unless the claim is unimpaired under the Plan.

2.4. Unless otherwise specified herein, the first payment or installment due under any
provision of this Plan, or under any note or instrument provided for in the Plan, shall be on the
first due date as described in Article 2.3 above, next following the Effective Date, except for
payments on unimpaired claims.

2.5. Whenever the Plan provides for a debt or obligation, or a note or instrument
evidencing a debt or obligation, to bear interest at a specific rate, and the class of claims or
interests to be replaced, satisfied or evidenced by such debt or obligation rejects the Plan on
account of the rate of interest so proposed, or objects to the Plan on account of such rate of
interest, the Court, at a hearing on Confirmation, may consider such rate of interest and accept
any offered evidence or argument in support or opposition thereof and make a determination that
the proposed rate of interest is appropriate or not. If the Court, after such consideration, finds the
proposed rate of interest to not be appropriate under the Code, it may determine what rate of
interest would be appropriate, in which case the Debtor may, without further notice or hearing,
amend or modify the Plan to provide such rate of interest on such obligation as the Court
determines to be appropriate and proceed to obtain Confirmation of the Plan, as so amended or
modified.

2.6. Any obligation or payment imposed by this Plan shall be pre-payable without
penalty.

2.7. Notice. Any notice required to be given to Debtor, or to the Reorganized Debtor,
shall be sent by certified mail to its mailing address: 805 N Richardson Ave, Roswell, NM
88201, unless the person required to give Notice has been notified in writing of a change of
address, or unless such person has actual knowledge of a different address at which the
reorganized Debtor may be notified. Notice shall simultaneously be served on the Debtor’s
counsel at: Giddens & Gatton Law, P.C., 10400 Academy NE, Suite 350, Albuquerque, NM,
87111.

2.8. Default. All obligations provided for under this Plan, and all instruments in
evidence thereof, shall have a grace period of fifteen (15) days after written notice of failure to
perform such obligation before any failure shall constitute a default thereof. In the event that the
Debtor disputes whether a default has occurred, either party may request a hearing from the

Debtor’s First Amended Chapter 11 Plan, Page 5

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 5 of 16
Bankruptcy Court. The Court shall hold a hearing and determine whether a default has occurred,
and in the event of a default may in its discretion order the immediate appointment of a Chapter
11 Trustee.

2.9. Curing Default. Unless otherwise expressly provided in this Plan, if there is a
default (as defined in Section 2.8 above) in any obligation required under this Plan to be
performed by the Reorganized Debtor, the holder of such claim or obligation, or the Post-
Confirmation Committee (described in Section 7.9, below), may (1) give notice to the
reorganized Debtor of its election to accelerate the balance then remaining, declaring the same to
be immediately due and payable, (2) enforce all collateral rights, and (3) initiate a collection
action in any court of competent jurisdiction, subject only to the right of the Reorganized Debtor
to “de-accelerate” its obligations and reinstate the payment provisions set out herein by, within
fifteen (15) days of notice of acceleration by (a) paying to the creditor all amounts then due
under the payment schedule as if acceleration had not occurred, and (b) paying to the creditor a
late payment penalty of 10% of the defaulted payment.

2.10. Attorney’s Fees and Costs. If a default is found to have occurred either by the
Bankruptcy Court or by admission of the Debtor, the Reorganized Debtor shall pay the costs of
said default, including reasonable attorney’s fees.

2.11. After Confirmation, the provisions of all Collateral Orders entered in this
proceeding shall be superseded by this Plan and the Order of Confirmation, and the provisions of
such orders shall then be of no further force and effect, except as the same may be contained in
this Plan, or in the Order confirming this Plan.

2.12. For purposes of this Plan, each sub-class of claims (e.g. Class 6B) within a Class
shall constitute a “class” of claims as defined in the Code, and the fact that various sub-classes of
claims are described as being within one general class is for descriptive purposes only.

2.13. After Confirmation, the Debtor may, with approval of the Court, remedy any
defect or omission, or reconcile any inconsistency in the Plan, or in the Confirmation Order, as
necessary to carry out the purposes and the intent of the Plan.

ARTICLE 3
CLASSIFICATION OF CLAIMS AND INTERESTS

Claims and interests in this Proceeding are classified, and such classes and sub-classes of
claims are defined as follows:

3.1. Class 1: All allowed administrative expenses of this proceeding as determined,

allowed or allocated by the Court.

3.2. Class 2: All allowed non-administrative priority claims entitled to priority

pursuant to the Code, comprised of the following subclasses:

Debtor’s First Amended Chapter 11 Plan, Page 6

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 6 of 16
 Class 2A: The allowed priority portion of the claim of NMTRD (Claim No. 2);

Class 2B: The allowed priority portion of the claim of Terry J. Weathermon
(Claim No. 6), if any;

Class 2C: The allowed priority portion of the claim of the combined Ganci
Classes (Claim Nos. 8 and 9);

Class 2D: The allowed claims of any other priority creditors, if any, not
otherwise provided for in this Plan, including the potential claim by RSP Permian, shall
be divided into sub-classes (2D, 2E, and so on) so that each such claimant shall constitute
a sub-class of its own for purposes of voting.

3.3. Class 3: Allowed claims secured by property of the Debtor, comprised of the
following subclasses:

Class 3A: The allowed secured claims of Inspection Leasing;

Class 3B: The allowed secured claims of Valley Commerce Bank; and

Class 3C: The allowed secured claims of Wells Fargo.

3.4. Class 4: The allowed claims of any other creditors, not otherwise provided for in
this Plan, which are secured by liens against any assets of the Debtor, divided into sub-classes
(4A, 4B, and so on) so that each such claimant shall constitute a sub-class of its own for voting.

3.5. Class 5: The allowed unsecured claims of the combined Ganci Classes.

3.6 Class 6: All other allowed general unsecured claims, including claims arising
from the rejection of executory contracts or unexpired leases, or resulting from deficiencies on
under-secured claims, excluding those in Class 7 below.

3.7. Class 7: An “Administrative Convenience” class consisting of all allowed

unsecured claims that are less than or reduced to $500 as reasonable and necessary for
administrative convenience pursuant to 11 U.S.C. § 1122(b). Holders of Class 6 claims may
elect to have their claims treated as Class 7 claims by contacting the undersigned counsel for the
Debtor or by indicating such on their ballot.

3.8. Class 8: Inspection Leasing, the 100% shareholder of the Debtor.

ARTICLE 4
IMPAIRMENT OF CLAIMS

4.1. Holders of claims in Classes 2, 4, 5, 6, and 7 designated herein are impaired under
this Plan, and are entitled to vote for or against confirmation of this Plan.

Debtor’s First Amended Chapter 11 Plan, Page 7

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 7 of 16
 ARTICLE 5
TREATMENT OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS

5.1. The Debtor reserves the right to assume or reject any executory contract or
unexpired lease not provided for herein, and not otherwise specifically assumed or rejected, until
the Effective Date, at which time any such executory contract or unexpired lease shall be deemed
rejected if no motion to assume has been filed and no provision for assumption is made in the
Confirmation Order.

5.2. The Debtor hereby assumes all leases and executory contracts, including but not
limited to:

5.2.1. Debtor’s lease of equipment from Inspection Leasing, in regard to the

rental of furniture, fixtures, equipment, and vehicles owned by Inspection Leasing;

5.2.2. Debtor’s lease of real property from 805 Partners, LLC, in regard to the
rental of the office building in which it has its administrative offices;

5.2.3. Debtor’s lease of VOIP communication equipment and services from

MegaPath Corporation, a Fusion Company;

5.2.4. Debtor’s contract for management consulting services from MBF

Management Systems, Inc.;

5.2.5. All Master Service Agreements between the Debtor and its clients;

5.2.6. All pending work offers, purchase orders, work orders, service orders, etc.
between the Debtor and third parties; and

5.2.7. All Wage Agreements between the Debtor and employees.

5.3. No executory contracts or unexpired leases are expressly rejected herein.

ARTICLE 6
TREATMENT OF CLAIMS AND INTERESTS

6.1. Allowed Class 1 (administrative expenses) claims shall be paid in full on within
thirty (30) days after the Effective Date, or upon approval thereof by the Court (if such approval
is required) if such approval occurs after the Effective Date, unless the holder of any such claim
agrees in writing to deferred payment thereof, in which case the allowed amount of such
administrative expense shall bear interest at the rate of 1% per month during any such deferred
payment period.

Debtor’s First Amended Chapter 11 Plan, Page 8

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 8 of 16
 6.1.1. Any Class 1 claim that is an ordinary course of business expense, as
opposed to one for professional fees or administrative expenses incurred herein, shall be paid,
and interest shall accrue thereon, according to the provisions of the agreement giving rise to the
claim.

6.2. Allowed Class 2 (priority) claims shall be treated as follows:

6.2.1. Class 2A: The claim of NMTRD: The allowed priority claim of NMTRD,
claimed in the amount of $64.88 as filed in Claim No. 2, shall be paid as an administrative
convenience claim under Class 8 below.

6.2.2. Class 2B: The claim of Terry J. Weathermon: The allowed priority claim
of Terry J. Weathermon, if any, shall be paid in accordance with Class 6 claims below.

6.2.3. Class 2C: The allowed priority portion of the claim of the Ganci Classes,
if any, shall be paid in accordance with Class 6 claims below.

6.2.5. Class 2D: Allowed Class 2D claims, if any, shall be paid over a period of
five (5) years at 5% interest in equal annual payments unless the payment of said claims are
governed by statute, or such other treatment is agreed to in writing by the Debtor and the holder
of the allowed claim. The Debtor does not believe that any such claims exist.

6.3. Allowed Class 3 (secured) claims shall be treated as follows:

6.3.1. Class 3A: The secured claim of Inspection Leasing shall be paid
according to the terms of the Revolving Line of Credit between the Debtor and Inspection
Leasing, including all subsequent Change in Terms Agreements. The Revolving Line of
Credit currently requires monthly interest-only payments at the rate of 6% per annum,
with a balloon payment due on or before May 31, 2020.

6.3.2. Class 3B: The secured claim of Valley Commerce Bank shall be paid
according to the terms of the Promissory Note. The Note requires payment on demand, or
quarterly installment payments of interest only at the rate of 4.500% per annum due on the last
day of each month, with a balloon payment due on May 31, 2020.

6.3.3. Class 3C: The secured claim of Wells Fargo, if any, shall be treated
according to the terms of the contract and is not impaired by this plan.

6.4. Allowed Class 4 claims (unknown secured claims), if any: Any Secured Claims
not otherwise classified if and to the extent allowed. The Debtor does not believe there are any
holders of claims in this Class.

6.5. Allowed Class 5 claims shall be paid as set forth below and in the Settlement
Agreement. The Settlement Agreement is subject to approval by both the United States District
Court for the Southern District of Ohio and the Bankruptcy Court. The entered order confirming

Debtor’s First Amended Chapter 11 Plan, Page 9

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 9 of 16
 this Plan shall constitute approval of the Settlement Agreement by the Bankruptcy Court
pursuant to Federal Bankruptcy Rule of Procedure 9019.

6.5.1. On or before the effective date, holders of allowed class 5 claims shall be
paid 50% of the allowed amount of their claim.

6.5.2. The remaining 50% of the allowed claim amount shall be paid in equal
semi-annual installments over a period of two (2) years, accruing interest at the rate of 5.00% per
annum, with the first such payment due six (6) months after payment is made pursuant Section
6.6.1 above and continuing semi-annually until paid in full.

6.5.3. Class 5 shall be paid the total principal amount of $2,225,000, plus interest
as provided in this Section 6.5.

6.5.4 Thomas Ganci, as representative of the Ganci Classes and related claims
filed in this Bankruptcy Case, is authorized to vote on this Plan on behalf of the individual
members of the Ganci Classes. Such vote shall be counted according to the number of individual
members constituting the Ganci Classes for purposes of 11 U.S.C. § 1126(c).

6.6. Allowed Class 6 claims shall be paid in accordance with the terms accorded to
Class 5 claims under Sections 6.5.1 and 6.5.2, above.

6.7. Allowed Class 7 (administrative convenience) claims shall be paid the allowed
amount of the claim up to a maximum of $500. If the claim amount exceeds $500, it shall be
reduced to $500. Holders of Class 7 claims, to the extent allowed, shall be paid in full within
four (4) months after the Effective Date. Debtor may begin making payments to Class 7 claims
immediately after the Effective Date, beginning with the smallest of such claims and progressing
by the size of the claims until all are paid.

6.8. The Class 8 (shareholder) claimant shall retain its shares in the Debtor.

ARTICLE 7
EXECUTION AND IMPLEMENTATION OF THE PLAN

7.1. Unless substitute liens are specifically provided for herein, all holders of allowed
secured claims shall retain their pre-petition liens to secure payment of their allowed secured
claims pursuant to this Plan. Within 60 days after payment or satisfaction of an allowed secured
claim pursuant to this Plan, the holder of such claim shall release its lien. Upon the satisfaction
or payment of any secured claim provided for under this Plan, it shall be the affirmative
obligation of the holder of such satisfied claim to execute and tender to the Reorganized Debtor,
or record, as appropriate, any necessary release or termination statement in order to do so.

7.2. The obligations, including obligations of payment of claims, imposed upon the
Reorganized Debtor by this Plan, after Confirmation, shall be evidenced by this Plan and any
Order of Confirmation, and by any documents or instruments provided for under the Plan,

Debtor’s First Amended Chapter 11 Plan, Page 10

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 10 of 16
 including the pre-petition contracts, notes or other documents not extinguished or substituted for
herein, which pre-petition contracts, notes, or documents shall be deemed amended to the extent
necessary to conform to the provisions of this Plan and any Order of Confirmation. Unimpaired
claims shall be evidenced by the pre-petition contracts or notes.

7.3. Except as provided for in Section 7.2, and in accordance with 11 U.S.C. Section
1141, all pre-confirmation debts of the Debtor shall be deemed discharged by the
Confirmation of this Plan, and only those debts or obligations provided for in this Plan
shall be legally binding on the Reorganized Debtor.

7.4. After Confirmation of the Plan, the Reorganized Debtor shall be free to manage
its affairs without further Order of this Court.

7.5. The Debtor reserves the right to prosecute any action provided for under Sections
510, 542, 543, 544, 545, 547, 548, 549, 550, 553, and 724 of the Code, after confirmation,
subject to Section 546 and 551 of the Code, for a period of twelve months after the Effective
Date. Such deadline may be extended by the Court on Motion of Debtor. Debtor further reserves
the right to prosecute any cause of action arising under non-Bankruptcy law, existing as of the
filing of the Petition, or accruing during this Proceeding, in any court of competent jurisdiction
subject to any applicable statute of limitation, notwithstanding the allowance of any claim herein
against the Debtor in favor of any claimant against whom such cause of action might lie.

7.6. The Debtor shall be free to sell its property after Confirmation, subject to liens
thereon and the provisions of this Plan and any Order of Confirmation. If the Debtor voluntarily
sells, transfers, or otherwise disposes of all or substantially all of its business or operating assets
to a third party, or if there is a transfer of more than 50% of the equity interest in the Debtor to a
third party, then, in the discretion of the representatives of Ganci Classes or the Post-
Confirmation, the buyer shall be required to either (1) pay all of remaining amounts owing to
Classes 5 and 6 at the close of said transaction or (2)(i) assume all of Debtor’s remaining
obligations to make payments to unsecured creditors on this Plan; (ii) pay holders of allowed
Class 5 and Class 6 claims any accrued, unpaid amounts due; and (iii) on an on-going basis, pay
holders of allowed Class 5 and Class 6 claims in accordance with this Plan. The Debtor shall
give no less than thirty days’ written notice of the contractual closing date of a sale or disposition
described in this Section to the Ganci Classes and the Post-Confirmation Committee through
their respective counsel of record. The Bankruptcy Court and United States District Court for
the Southern District of Ohio shall have concurrent jurisdiction to enforce the terms of this
Section 7.6.

7.7. Debtor proposes to fund its plan from its regular income. Debtor believes that
said funds will be sufficient to fund the plan as set forth herein.

7.8. To the extent that there is a conflict between this Plan and any other document,
such as the Settlement Agreement, this Plan (including any modifications, amendments, and the
Order confirming it) is are controlling.

7.9. Post-Confirmation Committee. Upon confirmation of this Plan, all members of

the Unsecured Creditors Committee shall be appointed to a Post-Confirmation Committee.
Debtor’s First Amended Chapter 11 Plan, Page 11

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 11 of 16
 7.9.1. Reporting: Until all payments due to unsecured creditors have been made
under this Plan, the Reorganized Debtor shall provide monthly operating reports directly to
counsel for the Committee. Said reports shall be in the same format and adhere to the same
requirements as pre-confirmation operating reports, but shall not be filed with the Court.

7.9.2. Inspection: For cause and upon reasonable notice, counsel for the
Committee shall have access to the Reorganized Debtor’s books and records for monitoring and
enforcement of this Plan.

7.9.3. Default: In the event of a default under this Plan as set forth in Section 2.8
herein, the Committee will have standing to pursue all remedies available in Section 2.9 herein.
In the event that a default is found by the Bankruptcy Court to have occurred, the Reorganized
Debtor shall pay the costs of said default, including

7.9.4. Dissolution of the Committee: The Committee shall be dissolved upon

payment in full of all amounts to holders of allowed Class 5 and Class 6 claims.

7.9.5. Attorney’s Fees: The Reorganized Debtor shall be obligated to pay the
monthly fees and expenses of counsel for the Post-Confirmation Committee, however these fees
and expenses are capped at $500.00 per month. This cap shall not apply in the event of a default
under this Plan. Counsel for the Post-Confirmation Committee shall send its monthly billing
statements to counsel for the Debtor in the ordinary course of its billing practices, and payment
shall be due upon receipt.

ARTICLE 8
RETENTION OF JURISDICTION

8.1. The Court shall retain jurisdiction after the Effective Date of this Plan for all
purposes provided for by the Code, by this Plan, and by applicable law, including, but not limited
to, resolution of claims objections as provided for in the Plan, interpretation or construction of
the Plan, hearing and ruling on pending adversary proceedings and those provided for in Section
7.6 above, hearing on ruling on any disputes between the Debtor and the Committee, ruling
whether a default has occurred under this Plan, and valuation as may be necessary for
implementation of the Plan.

8.2. The entry of a Final Decree herein shall not deprive the Court of jurisdiction as
provided for in Section 8.1, and the Reorganized Debtor shall apply for and, absent other
grounds, be entitled to receive a Final Decree administratively closing this Proceeding upon
substantial consummation, regardless of the pendency of any matters herein.

8.3. Payment of any claim provided for under this Plan shall not be a prerequisite to
substantial consummation of this Plan, or to entry of a final decree.

Debtor’s First Amended Chapter 11 Plan, Page 12

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 12 of 16
 ARTICLE 9
RESOLUTION OF CLAIMS DISPUTES

9.1. Unless the holder of a claim filed a proof of claim herein prior to the Claims Bar
Date of February 2, 2019, the amount listed in the Debtor’s schedules of debts filed herein shall
constitute the allowed amount of such claim. However, the listing of a claim in Debtor’s
schedules of debts herein shall not preclude objection to such claims by Debtor, even if such
claim is not listed as disputed or contingent in the schedules. Any holder of a claim not listed in
the Debtor’s schedule of debts filed herein, or listed as disputed, contingent, or unliquidated, was
required to file a proof of such claim prior to the Claims Bar Date of February 2, 2019, or else
such claim will be barred herein to the fullest extent of the law.

9.2. Objections to claims in this proceeding shall be made in writing. Such claims
objections shall be filed with the Court, and shall be served upon the holder of the disputed
claim, at its address of record herein, and upon its counsel of record, if any, and upon counsel for
the Debtor.

9.3. Any person or entity with standing to contest a claim herein pursuant to the Code
and Rules shall be entitled to file an objection to any claim herein. Any such objection to a claim
shall be filed no later than fifteen (15) days after the Effective Date, except that the Debtor may
file an objection to any claim within forty-five (45) days after the Effective Date.

9.4. Any person or entity having standing to dispute a claim may, for good cause,
obtain an Order extending the deadline within which such claim objection must be filed by filing
a Motion to Extend such deadline prior to the deadline, with service thereof on Debtor and any
other entity required by the Code, Rules or Local Rules.

9.5. Claims allowed as of the deadline for objection established pursuant to this
Article shall be conclusively fixed for all purposes at such allowed amount, and shall not
thereafter be amended except on motion or objection of Debtor.

9.6. Any other provision of Article 9 of this Plan notwithstanding, the holder of any
claim disallowed pursuant to Section 502(d) of the Code may pay or turn over to the Debtor any
property which constituted the basis of such disallowance within thirty (30) days of the Order
disallowing such claim, in which event the claim, plus the principal amount of the money
recoverable, shall be automatically allowed providing there is no other pending objection to the
claim. Failure to turnover such money or property within such period shall permanently bar such
disallowed claim, whether or not the Debtor file any adversary proceeding to recover the subject
property or funds pursuant to Section 7.5 above.

9.7. Claims of holders of secured claims for late charges, default interest, attorney
fees, costs or similar additions to the amount of their secured claims accruing post-petition and
prior to confirmation shall be allowed only to the extent allowable under the Bankruptcy Code
and applicable non-bankruptcy law. No attorney fees, costs, default interest or late charges
accruing post-petition and before confirmation shall be allowed unless the holder of a claim
therefore files a statement herein, in the form of a supplemental proof of claim or an

Debtor’s First Amended Chapter 11 Plan, Page 13

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 13 of 16
 application for approval, stating the amount claimed, the basis for such claim, an itemization of
all such amounts claimed, and, in the case of attorney fees, the claim shall have attached to it
billing statements supporting such fees as are necessary for the Court to determine whether said
fees are reasonable and necessary, and allowable. Such supplemental claim or application
shall be filed within thirty days after the Effective Date. If no such supplemental claim or
application is timely filed, such amounts shall be disallowed. If a claim therefore is timely
filed, a copy of such claim shall be served by the holder of the claim on Debtor’s counsel, and
Debtor shall have twenty one (21) days from the date of filing and service of such claim to file
and serve an objection thereto. If no timely objection is filed, such amounts shall be allowed. If a
timely objection is filed, the Court shall determine the allowable amount of such additional
charges.

ARTICLE 10
DISTRIBUTION AGENT

The Debtor shall make all distributions provided for under this Plan and shall not be
required to post any bond to secure its performance as Distribution Agent hereunder, unless
payments are to be made by a title company approved by the Debtor, its secured creditors and
any purchaser in the ordinary course of closing a sale of the Debtor’s real property. Any
distribution required to be made, or actually made through Debtor’s counsel’s trust account, shall
be considered to be made by Debtor.

ARTICLE 11
REQUEST FOR AND EFFECT OF CONFIRMATION

11.1. The Debtor hereby requests confirmation of this Plan pursuant to Section 1129(b),
and hereby gives Notice of its intent to obtain confirmation pursuant thereto.

11.2. On the Effective Date, Confirmation of this Plan shall have, inter alia, the
following effects:

11.2.1. Unless expressly provided in this Plan, all claims against the Debtor or the
bankruptcy estate shall be discharged, and only those obligations set out in this Plan shall be
legally enforceable against the Reorganized Debtor.

11.2.2. All property of the bankruptcy estate, including rights, claims or causes of
action, shall vest in the Reorganized Debtor, subject only to the liens and claims provided for in
this Plan.

11.2.3. Except as provided in this Plan, all Collateral Orders, if any, shall cease
to have force and effect.

Debtor’s First Amended Chapter 11 Plan, Page 14

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 14 of 16
 11.2.4. Injunctions.

(a) On the Effective Date and except as otherwise provided in the Plan or
the Settlement Agreement, all persons or entities who have been, are, or may be holders of
Claims against the Debtor who also could assert those claims against any shareholder,
officer, director or employee of the Debtor shall be enjoined from taking any of the
following actions against any such third-party, including actions asserting that the third-
party is an “Employer” under applicable non-bankruptcy law:

(i) commencing, conducting or continuing in any manner, directly

or indirectly, any collection activities, including instituting a suit, action or other
proceeding of any kind (including, without limitation, all suits, actions, and
proceedings that are pending as of the Effective Date, which must be withdrawn or
dismissed without prejudice);

(ii) enforcing, levying, attaching, collecting or otherwise

recovering by any manner or means, whether directly or indirectly, any judgment,
award, decree or order;

(iii) creating, perfecting or otherwise enforcing in any manner,

directly or indirectly, any encumbrance; and

(iv) asserting any setoff, right of subrogation or recoupment of any

kind.

(b) The injunctions provided for in sub-section (a) shall remain in effect
for as long as the Debtor is in compliance with this Plan with respect to its obligations to
the holder of any Claim against a co-debtor the Debtor. Such injunctions shall cease to be
of force and effect with respect to the holder of such Claims against the Debtor if there is a
default by the Debtor as defined in Section 2.8 which is not cured as provided in Section 2.9
of this Plan. The cessation of the injunctions shall only apply to any enjoined party whose
claim against the Debtor is the subject of an uncured default.

11.3. Until the Effective Date, nothing contained in this Plan, or in the Disclosure
Statement related to this Plan shall have legal force or effect, nor shall anything set out in the
Plan or Disclosure Statement constitute an admission by the Debtor as to any claim treated
herein, in that this Plan and any related Disclosure Statement is the Debtor’s offer to settle each
and every claim treated herein.

11.4. This Plan is the Debtor’s voluntary, good faith effort to resolve all matters dealt
with herein, and all claims treated herein. Until conclusion of a hearing on confirmation of this
Plan, Debtor reserves the right to withdraw this Plan from consideration for confirmation.

Debtor’s First Amended Chapter 11 Plan, Page 15

Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 15 of 16
Case 18-11579-t11 Doc 271 Filed 08/16/19 Entered 08/16/19 15:48:12 Page 16 of 16