UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION - DETROIT

Transcription

1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION - DETROIT IN THE MATTER OF: PC Acquisition, LLC, et al., 1 Bankruptcy Case No Honorable Phillip J. Shefferly Chapter 11 Debtors. / COMBINED PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT OF PC ACQUISITION, LLC, BATTLE CREEK REALTY, LLC, ST. JOHN/BATTLE CREEK OWNER, LLC, DENMARK MANAGEMENT COMPANY, AND DENMARK SERVICES, LLC Prepared by, STEVENSON & BULLOCK, P.L.C. Ernest M. Hassan, III (P67815) Elliot G. Crowder (P76137) Counsel for Debtors American Drive, Suite 500 Southfield, MI Phone: (248) Facsimile: (248) ehassan@sbplclaw.com ecrowder@sbplclaw.com 1 The Debtors in these jointly administered cases include PC Acquisition, LLC (Bankr. Case No ), Battle Creek Realty, LLC (Bankr. Case No ), St. John/Battle Creek Owner, LLC (Bankr. Case No ), Denmark Management Company (Bankr. Case No ), and Denmark Services, LLC (Bankr. Case No ) pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 1 of 99

2 DISCLAIMER: THE PROPOSED DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION UNDER SECTION 1125(b) OF THE BANKRUPTCY CODE FOR USE IN CONNECTION WITH THE SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE PLAN OF REORGANIZATION DESCRIBED HEREIN. ACCORDINGLY, PRIOR TO THE ENTRY OF AN ORDER GRANTING PRELIMINARY APPROVAL TO THE DISCLOSURE STATEMENT, THE FILING AND DISSEMINATION OF THIS COMBINED PLAN AND DISCLOSURE STATEMENT ARE NOT INTENDED TO BE AND SHOULD NOT IN ANY WAY BE CONSTRUED AS A SOLICITATION OF VOTES ON THE PLAN NOR SHOULD THE INFORMATION CONTAINED HEREIN BE RELIED ON FOR ANY PURPOSE. THIS DISCLAIMER SHALL BE REMOVED AFTER THE COURT GRANTS PRELIMINARY APPROVAL TO THE DISCLOSURE STATEMENT AND PRIOR TO DISSEMINATION TO THE CREDITORS. THE DEBTORS EXPRESSLY RESERVE THEIR RIGHT TO AMEND THIS COMBINED PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 2 of 99

3 The debtors, PC Acquisition, LLC, Battle Creek Realty, LLC, St. John/Battle Creek Owner, LLC, Denmark Management Company, and Denmark Services, LLC (collectively, the Debtors ), propose the following Combined Plan of Reorganization and Disclosure Statement (the Plan ) pursuant to 1121 and 1123 of the United States Bankruptcy Code (the Code ). Reference is made to the Disclosure Statement, combined with this Plan, for a discussion of the Debtors histories, business, real property, results of operations, risk factors and a summary and analysis of the Plan. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. ARTICLE I DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME 1.1 Scope of Definitions; Rules of Construction: For the purposes of the Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meaning ascribed to them in this Article I of the Plan. Any term used in the Plan that is not defined in this Article I of the Plan, but is defined in the Bankruptcy Code, the Bankruptcy Rules (as defined below) or the Disclosure Statement shall have the meaning ascribed to such terms in the Bankruptcy Code, the Bankruptcy Rules or the Disclosure Statement as the case shall be. Whenever the context requires, such terms shall include the plural as well as the singular number, the masculine gender shall include the feminine and the feminine gender shall include masculine. For purposes of the Plan, the following terms shall have the meaning set forth below, unless the context requires otherwise. 1.2 Definitions: Administrative Claim means Allowed Claims for costs and expenses of administration of this Chapter 11 case allowed under 503(b) and 507(a)(2) of the Bankruptcy Code. Claim Administrative Creditor means a holder of an Administrative Allowed Claim or Allowed Interest means any Claim for which a proof of claim has been filed prior to the Bar Date or that is scheduled and not listed as disputed, contingent, or unliquidated, and to which no objection has been timely filed; or any claim as to which an objection has been resolved by a Final Order of the Court establishing the priority and amount of such claim pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 3 of 99

4 1.2.4 Article refers to a specific article of this Plan Avoidance Actions means Causes of Action of the Debtors, estate or the Reorganized Debtors arising under Chapter 5 and any related sections of the Bankruptcy Code, including without limitation, 502, 510, 541, 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code, or under related state or federal statutes and common law, including fraudulent transfer laws, whether or not litigation is commenced to prosecute such Cause of Action Ballot means the official bankruptcy form no. 314 adopted for this Case or a document prepared to substantially conform to same which was distributed to all Creditors and parties-in-interest in connection with the solicitation of votes for or against the Plan Bankruptcy Code or Code means the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. 101, et seq.) Bankruptcy Court or Court means the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division, and any court having jurisdiction to hear appeals therefrom Bankruptcy Rules or Rules means the Federal Rules of Bankruptcy Procedure, as promulgated by the Supreme Court that became effective on August 1, 1991, and any amendments thereto. To the extent applicable, Bankruptcy Rules also refers to the Local Rules of the U.S. District Court for the Eastern District of Michigan, as amended and the Local Bankruptcy Rules for the Eastern District of Michigan, as amended Bar Date means the date established by the Bankruptcy Court for the filing of any Claims Battle Creek Realty means Battle Creek Realty, LLC, a Michigan limited liability company and the Debtor in case number PJS Business Day means any day, other than a Saturday, Sunday or Legal Holiday, as that term is defined in Bankruptcy Rule 9006(a) Cases means, collectively, the bankruptcy cases currently pending before the Bankruptcy Court entitled In re PC Acquisition, LLC (Bankr. Case No ), In re Battle Creek Realty, LLC (Bankr. Case No ), In re St. John/Battle Creek Owner, LLC (Bankr. Case No ), In re pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 4 of 99

5 Denmark Management Company (Bankr. Case No ), and In re Denmark Services, LLC (Bankr. Case No ) Causes of Action means all Claims, rights and causes of action belonging to the Debtors and upon confirmation, the Debtors, including without limitation, Avoidance Actions and any related Claims and actions arising under such sections of the Bankruptcy Code by operation of law or otherwise; any Claims or Causes of Action against any third parties and any and all proceeds of the foregoing Claim means any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured Claimant means any individual or entity which has a valid Claim as defined herein Class means a class of holders of Claims or Interests described in Article III of this Plan Confirmation Date means the date upon which the Bankruptcy Court shall enter an order confirming this Plan in accordance with the provisions of Chapter 11 of the Bankruptcy Code Confirmation Hearing means the hearing conducted by the Bankruptcy Court to consider the confirmation of the Plan filed by the Debtors Confirmation Order means the Order entered confirming this Plan pursuant to 1129 of the Code Contested Claim or Contested Interest means any Claim or Interest as to which the Debtors or any other party in interest has interposed an objection or commenced an adversary proceeding in accordance with the Bankruptcy Code, Bankruptcy Rules and this Plan, which objection has not been determined by a Final Order. Debtors Creditor means any holder of a Claim against either of the pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 5 of 99

6 Debtors means, collectively, PC Acquisition, Battle Creek Realty, St. John/Battle Creek Owner, Denmark Management, and Denmark Services Debtors-In-Possession means the Debtors in their capacity as debtors-in-possession as term as defined in the Bankruptcy Code in the Bankruptcy Cases Denmark Management means Denmark Management Company, a Michigan corporation and the Debtor in Case number PJS Denmark Services means Denmark Services, LLC, a Michigan limited liability company and the Debtor in Case number PJS Disallowed means (a) a Claim or Interest or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or Interest or any portion thereof that is listed in the Debtor s Schedules at zero or as contingent, disputed, or unliquidated and as to which a Bar Date has been established but no Proof of Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or Interest or any portion thereof that is not listed in the Debtor s Schedules and as to which a Bar Date has been established but no Proof of Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law Disclosure Statement means the Disclosure Statement that relates to and is being filed contemporaneously with this Plan as amended and approved by an order of the Bankruptcy Court Effective Date means the date that is one (1) day after the Confirmation Order becomes a Final Order Estates means the bankruptcy estates of the Debtors created pursuant to section 541 of the Bankruptcy Code Final Order means an Order of the Bankruptcy Court as to which (i) the time for appeal has expired and no appeal has been timely taken; or (ii) any timely appeal has been finally determined or dismissed; or (iii) an appeal has been timely taken but such order has not been stayed within fourteen (14) days after the filing of such appeal pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 6 of 99

7 Governmental Unit has the meaning ascribed to it in 101(27) of the Bankruptcy Code. applicable. Plan: Holder means a Person holding a Claim, Interest, or Lien, as Impaired means a Claim treated under this Plan, unless the A. leaves unaltered the legal, equitable, and contractual rights to which such Claim or Interest entitles the holder of such Claim or Interest; or B. notwithstanding any contractual provision or applicable law that entitles the holder of such Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default 1. cures any such default (other than defaults relating to (i) any penalty interest rate or provision arising from a non-monetary default by the Debtors; (ii) the solvency or financial condition of the Debtors or (iii) the commencement of this Case) that occurred before or after the commencement of the Case; 2. reinstates the maturity of such Claim or Interest as such maturity existed before such default; 3. compensates the holder of such Claim or Interest for any damages incurred as a result of any reasonable reliance on such contractual provision or such applicable law; and 4. does not otherwise alter the legal, equitable or contractual rights to which such Claim or Interest entitles its holder Insider shall mean a current or former director, shareholder, officer, partner, person in control, relative of a director, officer, partner or person in control of the Debtors or a corporation or entity in which an Insider (as defined above) of the Debtors is an Insider Interest means an equity interest in the Debtors as defined in 101(16) of the Code Interest Rate means (a) with respect to Claims entitled to interest under 506 of the Bankruptcy Code and this Plan and having an pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 7 of 99

8 applicable contractual rate of interest evidenced by a writing signed by an executive officer of the Debtors the lowest rate of interest provided in such contract, without regard to any default by Debtors, (b) with respect to all other Claims entitled to interest under the Bankruptcy Code and this Plan, the applicable statutory rate for such Claims or, if no statutory rate exists, 1.0% per year, or (c) with respect to (a) or (b) such other interest rate as may be determined by a Final Order of the Bankruptcy Court Lien means any security interest, lien, tax lien, mortgage, encumbrance, common law or statutory lien, charge against, or an interest in property to secure payment of a debt or performance of an obligation North Morris Estates Homes means the real property commonly known as 9098 North Saginaw Road, Mount Morris, MI Reynolds Court Property means the real property commonly known as Reynolds Court, Clinton Township, MI Park Capital Entities means, collectively, Park Capital Investments and its assignees, including PCI Macomb, PCI Calhoun, PCI Maple Grove, LLC, PCI Silver Lake LLC, PCI Meadowview LLC, PCI Elms, LLC, and PCI West Michigan, LLC Park Capital Investments means Park Capital Investments, LLC, a Michigan limited liability company PC Acquisition means PC Acquisition, LLC, a Michigan limited liability company and the Debtor in case number PJS PCI Calhoun means PCI Calhoun/Clinton, LLC, a Michigan limited liability company PCI Macomb means PCI Macomb, LLC, a Michigan limited liability company Petition Date means September 25, 2016 the date that the Debtors filed their Chapter 11 voluntary petitions which commenced the Cases Person has the meaning given to it under 101(41) of the Bankruptcy Code Plan means this Plan, as it may be altered, amended or modified from time to time pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 8 of 99

9 Priority Claim means a Claim under or entitled to priority under any of the following sections of the Code: 507(a)(4), 507(a)(5), or 507(a)(8) Pro Rata means, at any time, the proportion that the face amount of a Claim in a particular Class bears to the aggregate face amount of all Claims (including disputed or Contested Claims) in such Class, unless the Plan expressly provides otherwise Professional Fees means the fees and reimbursement for disbursements owed to attorneys, accountants, or other professionals whose employment has been approved by the Bankruptcy Court Proponents mean the Debtors, the proponents of this Plan St. John/Battle Creek Owner means St. John/Battle Creek Owner, LLC, a Michigan limited liability company and the Debtor in case number PJS Section refers to a specific section or subsection of this Plan, unless otherwise set forth herein Secured Claim means a Claim secured by a Lien on property in which the estate has an interest but only to the extent of the value of the Creditor's interest in the estate's interest in the property as of the Petition Date Unimpaired or Unimpaired Claim means a Claim treated under this Plan that leaves unaltered the legal, equitable, and contractual rights of such Claim Unsecured Claim means a Claim that is not a Secured Claim and is not an Administrative Claim or a Priority Claim. 1.3 Rules of Interpretation: For purposes of the Plan: Any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially on such terms and conditions Any reference in the Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified or supplemented pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 9 of 99

10 1.3.3 The words herein and hereto refer to the Plan in its entirety rather than to a particular portion of the Plan unless expressly stated otherwise Captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or effect the interpretation of the Plan The rules of construction set forth in 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply The Disclosure Statement may be used as an aid for interpretation of this Plan to the extent that any provision of this Plan is determined to be vague or ambiguous; however, to the extent any statement in the Disclosure Statement conflicts with any provision of this Plan, this Plan controls. 1.4 Computation of Time: In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall govern. If the Effective Date or any other date on which a transaction or distribution may occur under the Plan occurs on a day that is not a Business Day, the transactions or distributions contemplated by the Plan to occur on such day shall instead occur on the next business day following such non-business day. 1.5 Governing Law: Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of Michigan shall govern the construction and implementation of the Plan and any agreements, documents and instruments executed in connection with the Plan. 1.6 Exhibits: All exhibits are incorporated into and are a part of this Plan as if set forth in full herein, and, to the extent not annexed hereto, such exhibits shall be filed with the Bankruptcy Court. Upon its filing, the Exhibit may be inspected in the office of the Clerk of the Bankruptcy Court or its designee during normal business hours or at the Bankruptcy Court website for a fee at The exhibits may also be requested, in writing, from the Debtors counsel. All exhibits may be revised prior to the Confirmation Date by the filing of the revised exhibits with the Bankruptcy Court, so long as the revised exhibits are substantially in conformance with the terms of this Plan. The exhibits are an integral part of the Plan, and entry of the Confirmation Order by the Bankruptcy Court shall constitute an approval of the exhibits. 1.7 Estimates of Claims: Unless expressly stated otherwise, nothing herein shall be deemed an admission by the Debtors or to otherwise prejudice the pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 10 of 99

11 Debtors in any claims objection or Cause of Action. All estimates of Causes of Action and claims amounts listed in this Plan are current estimates only. All claims amounts and classifications remain subject to the Claims objection process as forth herein. ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS Administrative Creditors and Priority Creditors shall be paid on account of their respective Administrative and Priority Claims in accordance with the provisions set forth below: 2.1 GROUP I. The Claims of Group I shall consist of all Administrative Claims, including any taxes that qualify as Administrative Claims. The Allowed Claims of this Group shall be paid the full amount of their Claims on such date as may be mutually agreed upon between the Debtors and the particular claimant, or, if no such date is agreed upon, the later of (i) the Effective Date, (ii) the date by which payment would be due in the ordinary course of business between the Debtors and such Administrative Creditor, and (iii) the date on which the Bankruptcy Court enters its order, if necessary, allowing the Administrative Claim and approving the Debtors payment of the Administrative Claim. All Professional Fees that are the subject of pending fee applications before the Bankruptcy Court, or that have already been allowed by the Bankruptcy Court but which remain unpaid as of the Effective Date, unless otherwise agreed by such professionals, shall be paid in full, in cash, (i) on the Effective Date, or (ii) within seven (7) days after a Final Order of the Bankruptcy Court has been entered authorizing their payment or allowing such a Claim, whichever is later. Payments regarding amounts to be paid to the U.S. Trustee are governed by Article X The Bar Date for asserting any Administrative Claim is thirty (30) days after the Effective Date. Any Administrative Claim first asserted after the Bar Date shall be deemed Disallowed and shall not be entitled any payment under this Plan. The objection procedures in Article IX of this Plan are applicable to any filed Administrative Claim. This section does not apply to the U.S. Trustee. 2.2 GROUP II. The Claims of Group II shall consist of all Allowed Claims, if any, that are entitled to Priority under 507(a)(8) of the Code Any payments made to Allowed Claims of Group II shall first be applied to the trust fund portion of taxes, including any trust fund recovery penalties pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 11 of 99

12 2.2.2 Creditors with claims that are entitled to Priority under 507(a)(8) will receive payments from the Debtors and be paid in full within sixty (60) months of the Effective Date with accrued interest at two (2.0%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments. 2.3 The Debtors shall have the right to challenge any Priority Claim through the claims objection process set forth in Article IX, which challenge may include but is not limited to a challenge to any penalty portion of such Claim, the amount and the value of the property which forms the basis for any assessment of taxes and the computation of the tax. The right to challenge these claims shall include, without limitation, an objection to the assessment of the Debtors personal property that may or may not have been made by the respective taxing authority. 2.4 To the extent that an objection is filed, the Debtors shall not be obligated to pay any Allowed Priority Claim until a determination of the amount of the Priority Claim has been made by the Bankruptcy Court. Payments to these Priority Claims that are ultimately allowed shall commence on the first business day of the calendar quarter following the Court s final determination of the allowability of all of the Claims in this Class. 2.5 Until such time as the Priority Claim has been fully and indefeasibly paid, the Priority Claimant shall retain any and all Liens that it may have which shall remain in full force and effect, with the same Priority and to the same extent that existed on the Petition Date. Upon payment in full of the Priority Claim, the Priority Claimant shall release and extinguish all Liens and execute any and all documents reasonably requested by the Debtors to memorialize same. 2.6 Provided that the Debtors are making all payments required under the Plan, any taxing authority shall not pursue any further collection efforts, including the issuance of levies, seizure of assets, imposition of trust fund recovery penalties and assessments and filing of Liens against any party who may also be liable to pay or satisfy Tax Claims. If Claimants of this Group seize assets or collect funds from any non-debtor party, the Debtors may reduce its payments under the Plan, in their discretion, by the amount of funds seized pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 12 of 99

13 ARTICLE III DESIGNATION AND TREATMENT OF CLASSES OF CLAIMS AND INTERESTS The Plan divides Claims and Interests into classes. All payments will be made by or on behalf of the Debtors. All Claims and Interests will be treated as follows: Treatment of Secured Creditors of PC Acquisition: 3.1 Class I: This Class shall receive payments and treats the allowed secured claim of the Macomb County Treasurer. The Macomb County Treasurer shall possess an allowed secured claim in the amount of $54, against the Reynolds Court Property. The Macomb County Treasurer will be paid in full within sixty months of the Effective Date with accrued interest two (2%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments of $ This Class is impaired. 3.2 Class II: This Class shall receive payments and treats the allowed secured claim of Thetford Township. Thetford Township shall possess an allowed secured claim in the amount of $5.80 against the ten (10) mobile homes located at North Morris Estates Homes. Thetford Township will be paid in full on the Effective Date. This Class is impaired. 3.3 Class III: This Class shall receive payments and treats the allowed secured claim of the Steuben County Treasurer. The Steuben County Treasurer shall possess an allowed secured claim in the amount of $16, against personal property owned by PC Acquisition, including various mobile homes located at 4305 W. Highway 20, Angola, IN 46703, which is commonly known as Silver Lake Mobile Home Park. The Steuben County Treasurer will be paid in full within sixty months of the Effective Date with accrued interest two (2%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments of $ This Class is impaired. 3.4 Class IV: This Class shall receive payments and treats the allowed secured claim of the PCI Macomb. The Allowed Secured Claim of PCI Macomb will be paid in full, with interest. The Allowed Secured Claim of this Class shall pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 13 of 99

14 be deemed to be in the amount of $3,065, unless the Class disputes such valuation prior to Confirmation of this Plan. Payment to this Class shall be in monthly installments based upon a twenty-five (25) year amortization schedule at five (5%) annually, commencing with the first monthly installment which shall be due in the first full month after the Effective Date. The remaining balance due on the Allowed Secured Claim shall be fully due and payable in the eighty-fifth (85th) month after the Effective Date. However, such a balloon payment shall not apply in the event that this Class makes an election to be treated pursuant to 1111(b). Regular monthly payments shall be made in the amount of $17, per month. This Class is impaired. Treatment of Secured Creditors of Battle Creek Realty: 3.5 Class V: This Class shall receive payments and treats the allowed secured claim of the Calhoun County Treasurer. The Calhoun County Treasurer shall possess an allowed secured claim in the amount of $124, against the real property located at the real property owned by Battle Creek Realty. The Calhoun County Treasurer will be paid in full within sixty months of the Effective Date with accrued interest two (2%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments of $2, This Class is impaired. 3.6 Class VI: This Class shall receive payments and treats the allowed secured claim of the PCI Calhoun. The Allowed Secured Claim of PCI Calhoun will be paid in full, with interest. The Allowed Secured Claim of this Class shall be deemed to be in the amount of $3,413, unless the Class disputes such valuation prior to Confirmation of this Plan. Such valuation is based upon the value of the assets of both Battle Creek Realty and St. John/Battle Creek Owner, as PCI Calhoun asserts a Secured Claim against both Debtor entities. Payment to this Class shall be in monthly installments based upon a twenty-five (25) year amortization schedule at five (5%) annually, commencing with the first monthly installment which shall be due in the first full month after the Effective Date. The remaining balance due on the Allowed Secured Claim shall be fully due and payable in the eighty-fifth (85th) month after the Effective Date. However, such a balloon payment shall not apply in the event that this Class makes an election to be treated pursuant to 1111(b). Regular monthly payments shall be made in the amount of $19, per month pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 14 of 99

15 This Class is impaired. Treatment of Secured Creditors of St. John/Battle Creek Owner: 3.7 Class VII: This Class shall receive payments and treats the first allowed secured claim of the Clinton County Treasurer ( Clinton County Claim 1 ). The Clinton County Treasurer shall possess an allowed secured claim in the amount of $58, against the real property located at 905 W. Gibbs Street, St. Johns, MI 48879, which is commonly referred to as St. Johns Mobile Home Park. On account of Clinton County Claim 1, the Clinton County Treasurer will be paid in full within sixty months of the Effective Date with accrued interest two (2%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments of $1, This Class is impaired. 3.8 Class VIII: This Class shall receive payments and treats the second allowed secured claim of the Clinton County Treasurer ( Clinton County Claim 2 ). The Clinton County Treasurer shall possess an allowed secured claim in the amount of $24, against the real property located at 905 W. Gibbs Street, St. Johns, MI 48879, which is commonly referred to as St. Johns Mobile Home Park. On account of Clinton County Claim 2, the Clinton County Treasurer will be paid in full within sixty months of the Effective Date with accrued interest two (2%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments of $ This Class is impaired. Treatment of Secured Creditors of Denmark Management: 3.9 Class IX: This Class shall receive payments and treats the allowed secured claim of Park Capital Investments. The Allowed Secured Claim of Park Capital Investments will be paid in full, with interest. The Allowed Secured Claim of this Class shall be deemed to be in the amount of $ 1,533, unless the Class disputes such valuation prior to Confirmation of this Plan. Such valuation is based upon the value of the assets of both Denmark Management and Denmark Services, as Park Capital Investments asserts a Secured Claim against both Debtor entities. Payment to this Class shall be in monthly installments based upon a twenty-five (25) year amortization schedule at five (5%) annually, commencing with the first monthly installment which shall be due in the first full month after the Effective Date. The remaining balance due on the Allowed Secured Claim shall be fully due and payable in the eighty-fifth (85th) month after the Effective pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 15 of 99

16 Date. However, such a balloon payment shall not apply in the event that this Class makes an election to be treated pursuant to 1111(b). Regular monthly payments shall be made in the amount of $8, per month. This Class is impaired Class X: This Class shall receive payments and treats the allowed secured Claim of Maxi Storage Place. Maxi Storage Place shall possess an allowed secured claim in the amount of $1, against certain personal property assets retained at Maxi Storage Place. The Secured Claim of Maxi Storage Place will be paid in full on or before the Effective Date. This Class is unimpaired. Treatment of Secured Creditors of Denmark Services: 3.11 Class XI: This Class shall receive payments and treats the allowed secured claim of the Steuben County Treasurer. The Steuben County Treasurer shall possess an allowed secured claim in the amount of $2, against personal property owned by Denmark Services, including various mobile homes located at 4305 W. Highway 20, Angola, IN 46703, which is commonly known as Silver Lake Mobile Home Park. The Steuben County Treasurer will be paid in full within sixty months of the Effective Date with accrued interest two (2%) percent annually, beginning on the Effective Date, and accruing interest until paid in full. Payments shall be in equal monthly installments of $ This Class is impaired Class XII: This Class consists of the Holders of Allowed Unsecured Claims Neither pre-confirmation interest nor post-confirmation interest on Allowed Class V Claims will be paid Creditors in this class shall receive a pro rata distribution incident to its allowed general unsecured claim based on one payment each year by or on behalf of the Debtors of $40, for five (5) years. The first payment shall be due on or before December 31, Such payments shall continue to be made on the same date each year until the earlier occurs of (i) the respective Claim is paid in full or (ii) December 31, This Class is Impaired pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 16 of 99

17 3.13 Class XIII. This Class shall consist of the Interests of the equity security holders in the Debtors. Mr. Krueger is the sole Interest Holder of the Debtors Class XIII consists of the Interest Holders which shall be treated in one of two alternative methods: A. If Class XII accepts the Plan, then the rights of the Interest Holders shall remain the same and this Class shall not be Impaired. B. If Class XII rejects the Plan, and the Court determines that, as a result of such rejection, the Plan but for this Section (B) does not comply with the absolute priority rule, the Interests of the Debtors shall be sold at the Equity Auction as set forth in Section 4.1 of this Plan. The successful purchaser at the Equity Auction shall be bound by the terms of this Plan and shall be required to use all of the proceeds of the Equity Auction to satisfy the Allowed Claims set forth in this Plan in the order of their priority, and all payments shall be subject to the terms of, and payments shall be made in accordance with, the Plan. During the time period after confirmation of the Plan and until the auction sale of the Interests of the equity security holders in the Debtors, Mr. Krueger will continue to own said Interests. This Class is Impaired. ARTICLE IV MEANS OF EXECUTION OF THE PLAN 4.1 Equity Auction: In the event that Class XII fails to accept this Plan, and the Court determines that, as a result of such rejection, the Plan but for Section (B) does not comply with the absolute priority rule, the Debtors shall sell all of their Interests at an auction consistent with the provisions of this Plan The auction of the Equity Interests, if any, shall occur on the thirtieth (30th) day after the Effective Date, which may be adjourned by the Court or Debtors, at the offices of Stevenson & Bullock, P.L.C., American Drive, Suite 500, Southfield, MI If the Plan is subsequently accepted by Class XII, then the auction will be cancelled Any impaired Creditor or Interest holder of the Debtors, who wishes to make a cash offer for the Interests in the Reorganized Debtors, shall notify Debtors counsel, in writing, at Stevenson & Bullock, P.L.C., Attention: pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 17 of 99

18 Elliot G. Crowder, American Drive, Suite 500, Southfield, MI, of its intent to make an offer no later than seven (7) days prior to the date of the auction. At the time of giving such notice, such party or parties, excluding the Interest holder, shall tender a certified or cashier s check in the amount of $25,000.00, which amount shall be held by the Debtors counsel in escrow as a deposit Such deposit shall be immediately refunded to any party who is not the successful bidder. The failure to give the required notice, or failure to provide the foregoing deposit shall constitute a waiver of the right to bid at the auction The Interest auction shall be marketed with good faith efforts to identify and locate likely or possible competitors. The Debtors shall publish the auction of the Interest in the Battle Creek Enquirer for two (2) weeks prior to the auction The Debtors reserve the right, in their reasonable business judgment, to set such other terms of conditions of bidding (provided that such terms and conditions are provided to all bidders prior to the commencement of auction), at the auction Except as provided herein, all bids must be for cash in the currency of the United States of America. No credit bids shall be permitted At the conclusion of the bidding, if any, the Debtors shall announce the successful bid, and the successful bidder shall immediately tender the full amount of the successful bid At the conclusion of the auction, in exchange for the successful bid price, the Interests of the Interest Holders shall be canceled and new shares shall be issued to the successful bidder upon the receipt of the successful bid price. In the event that no auction takes place, the Interest Holder will pay $25,000.00, the Interest shall be canceled and new shares shall be issued in exchange for the payment. 4.2 Professional Fees of the Debtors: Any services performed or expenses incurred by any professional on behalf of the Debtors with respect to this Case after the Confirmation Date, shall not be subject to the prior review and approval of the Bankruptcy Court and, notwithstanding any provision of the Bankruptcy Code or Rules, including, without limitation, Fed. R. Bankr. P. 2016, after the Confirmation Date, no professional shall be required to disclose payments from the Debtors or the Reorganized Debtors to the Bankruptcy Court or the pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 18 of 99

19 United States Trustee. All fees and expenses arising after the Confirmation Date shall be billed directly to the Reorganized Debtors. 4.3 Change of Address: In order to ensure that it receives its distribution, each Creditor must advise the Reorganized Debtors of any change in address. Absent any such notification, the Reorganized Debtors will send payments to the address listed on the Matrix on file with the Bankruptcy Court. 4.4 Litigation: Unless expressly waived or settled in the Plan or Confirmation Order, all Causes of Action, including but not limited to, Avoidance Actions, are expressly reserved, whether or not specifically listed in this Plan, Disclosure Statement or Debtors bankruptcy schedules filed with the Court, as amended. Upon the Effective Date, all Causes of Action, including but not limited to, Avoidance Actions, are expressly vested in the Reorganized Debtors. No preclusion doctrine, estoppel (judicial, equitable or otherwise) or laches shall apply to any Causes of Action as a consequence of the Confirmation, the Effective Date or consummation of the Plan. ARTICLE V ACCEPTANCE OF THE PLAN 5.1 Presumed Acceptance of the Plan: Class X is conclusively presumed to have accepted the Plan pursuant to 1126(f) of the Bankruptcy Code. Additionally, if Section (A) of the Plan is applicable, then Class XIII shall be conclusively presumed to have accepted the Plan pursuant to 1126(f) of the Bankruptcy Code. 5.2 Presumed Rejection of the Plan: There are no Classes that are conclusively presumed to have rejected the Plan pursuant to 1126(g) of the Bankruptcy Code. 5.3 Voting Classes: Classes I-IX, XI-XII, and Class XIII under Section (B) of the Plan are Impaired under the Plan, and Holders of Claims or Interests in such Classes shall be entitled to vote to accept or reject the Plan. 5.4 Elimination of Vacant Classes: Any Class of Claims that does not have a Holder of an Allowed Claim or a Claim temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 19 of 99

20 5.5 Cramdown: The Debtors will request confirmation of the Plan, as it may be modified from time to time, under 1129(b) of the Bankruptcy Code. The Debtors reserve their rights to modify the Plan to the extent, if any, that confirmation pursuant to 1129(b) of the Bankruptcy Code requires modification of the Plan. ARTICLE VI EXECUTORY CONTRACTS 6.1 Assumption of Executory Contracts: Unless addressed in Article III of this Plan or otherwise assumed or rejected by Final Order of the Bankruptcy Court, all executory contracts of the Debtors which are either: (i) not expressly assumed or (ii) not the subject of a pending application to assume as of thirty (30) days after the Effective Date, shall be deemed rejected. Within the time period set forth herein, the Reorganized Debtors shall be allowed to file a Notice of Assumption of Executory Contract (the Assumption Notice ) with the Bankruptcy Court and serve the Assumption Notice upon the affected party only. The executory contract which is the subject thereof shall thereupon be assumed subject to the provisions of this Article. 6.2 Rejection Claims: Any Creditor who has a Claim as a result of such rejection shall have thirty (30) days after the Effective Date to file a Proof of Claim, failing which such Claim shall be Disallowed in its entirety. The solicitation of this Plan shall be sufficient notice informing any potential Creditor of this requirement. 6.3 Objections to Rejection Claims: The Reorganized Debtors may file an objection to any Proof of Claim filed in accordance with Section 6.2 on or before the later of (i) sixty (60) days after the filing of the Proof of Claim or (ii) the time set for the filing of objections in Section 9.1 (including any extensions). The objection will be resolved in accordance with Article IX. 6.4 Assumption of Unexpired Leases: Subject to Section 6.5 below, upon the occurrence of the Effective Date, all unexpired leases shall be assumed, except for unexpired leases that are the subject of a motion to reject filed prior to or within thirty (30) days after the Effective Date. The Debtors may file one or more omnibus motions to reject unexpired leases prior to the date that is thirty (30) days after the Effective Date and no unexpired lease listed in such omnibus motion shall be assumed under this Section unless the lease is subsequently withdrawn by the Debtors or the motion to reject is denied as to such lease by a Final Order of the Bankruptcy Court pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 20 of 99

21 6.5 Assumption and Cure Payments: All assumed executory contracts and unexpired leases shall be Cured by the Reorganized Debtors pursuant to Section 6.6, unless other provisions have been agreed to by the counter-party or provided under this Plan. As long as the Reorganized Debtors comply with Section 6.6, all executory contract and unexpired lease counterparties must fulfill all contract and lease obligations and are enjoined from declaring a default for nonperformance due to the bankruptcy or pre-assumption default. 6.6 Resolution of Cure Claim Disputes: For each executory contract or unexpired lease to be assumed under this Article, within thirty (30) days after the Effective Date, the Debtors or Reorganized Debtors shall deliver a written proposal to the contract counter-party describing the method, timing and amount of any proposed Cure. The Reorganized Debtors proposal shall be binding unless the contract counter-party delivers to the Reorganized Debtors counsel, within fifteen (15) days after receipt of the proposal, a written objection detailing all reasons for the counter-party's objection and setting forth a counter-proposal. In the event that the dispute cannot be resolved, either party may petition the Bankruptcy Court to resolve the dispute through filing of a properly noticed motion. In the event that the Bankruptcy Court sets a Cure amount greater than the Cure amount proposed by the Debtors, the Debtors shall have ten (10) Business Days to Cure or reject the contract or lease by filing a notice of rejection on the docket in this Case and sending notice thereof to the effected Creditor. 6.7 Preliminary Assumption Pending Challenges: The assumption of a contract or lease under this Article does not prejudice the Debtors or Reorganized Debtors rights to challenge whether any contract or lease is an executory contract or unexpired lease, as opposed to a disguised security agreement. If the Debtors or Reorganized Debtors challenge an assumed executory contract or unexpired lease, the Reorganized Debtors shall not be required to comply with the disputed portions of the executory contract or unexpired lease until a Final Order is entered resolving the dispute. If the dispute is not resolved in the Reorganized Debtors favor, the Reorganized Debtors have the right to reject the executory contract or unexpired lease for a period of ten (10) days after entry of a Final Order by filing a notice of rejection on the docket in this Case and sending notice thereof to the affected Creditor pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 21 of 99

22 ARTICLE VII MODIFICATION OF THE PLAN 7.1 The Debtors may, from time to time, propose amendments or modifications of this Plan prior to its confirmation, without leave of the Court. After confirmation, the Debtors may, with leave of the Bankruptcy Court, and upon notice and opportunity for hearing to the affected Creditor(s) only, remedy any defect or omission, reconcile any inconsistencies in the Plan or in the Order of Confirmation or otherwise modify the Plan. 7.2 If the Bankruptcy Court determines that the modification affects all the Creditors, or if the Debtors propose a material modification affecting all Creditors, then such modification will be governed by 1127 of the Bankruptcy Code. ARTICLE VIII EFFECT OF CONFIRMATION 8.1 Discharge of Claims: Except as otherwise provided in this Plan or section 1141 of the Bankruptcy Code, the confirmation of this Plan shall discharge the Debtors from any debt that arose before the Confirmation date, and any debt of any kind specified in 502(g), (h), or (i) of the Bankruptcy Code, whether or not: (a) a proof of the Claim based on such debt is filed or deemed filed under 501 of the Bankruptcy Code; (b) such Claim is allowed under 502 of the Bankruptcy Code; or (c) the holder of such Claim has accepted the Plan. 8.2 Injunction: Except as otherwise provided in the Plan, from and after the Effective Date, all persons who have held, hold, or may hold Claims against the Debtors are permanently enjoined from taking any of the following actions against the Debtors: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation, or recoupment of any kind against any debt, liability, or obligation due to the Debtors; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan; provided, however, that nothing contained herein precludes such persons or entities from exercising their rights pursuant to and consistent with the terms of this Plan and the Confirmation Order pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 22 of 99

23 8.3 Title to Property: Title to the property of the Debtors shall vest in the Reorganized Debtors upon the Effective Date, free and clear of any claims or interests, including liens, except as expressly provided in this Plan. The Debtors shall be discharged from their respective statuses as Debtors and their affairs and business shall be thereafter conducted by the Reorganized Debtors without Court supervision except as may be governed by this Plan. If the Cases are converted to Chapter 7, all Property vested in the Reorganized Debtors will re-vest in the Debtors and become property of the Chapter 7 estates. 8.4 Protections against Discriminatory Treatment: Consistent with 525 of the Bankruptcy Code and the Supremacy Clause of the United States Constitution, all Persons, including Governmental Units, shall not discriminate against either of the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors or other Persons with whom such Reorganized Debtors have been associated, solely because the Debtors have been debtors under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Cases (or during the Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Case. 8.5 Post-Effective Date Operations: On and after the Effective Date, the Reorganized Debtors will operate their business in the ordinary course under the terms of this Plan and applicable non-bankruptcy law. The rules, restrictions, reports and other requirements of the Bankruptcy Code, Bankruptcy Rules and orders entered by the Bankruptcy Court shall continue to apply pending entry of a Final Decree only to the extent that such rules, restrictions, reports and other requirements expressly apply, by their terms, after confirmation and the occurrence of the Effective Date. 8.6 Setoffs: Except as otherwise expressly provided for in the Plan, the Reorganized Debtors pursuant to the Bankruptcy Code (including 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed by the Holder of a Claim, may setoff against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account such Allowed Claim), any Claims, rights, and Causes of Action of any nature that the Debtors or the Reorganized Debtors, as applicable, may hold against the Holder of such Allowed Claim (or against the predecessor-in-interest to Holder to the extent that the Holder takes such Allowed Claim subject to setoffs and defenses that may be asserted against the predecessorin-interest), to the extent such Claims, rights, or Causes of Action against such pjs Doc 158 Filed 04/30/17 Entered 04/30/17 16:20:58 Page 23 of 99