UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION ) ) ) ) ) ) ) ) ) ) ) ) )

Transcription

1 In re: Wings of Medina Liquidation, Inc., et al. 1 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION Debtors. ) ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case Nos ; ; through ; through ; through ; through ; through (Jointly Administered under Case No ) Hon. Judge Alan M. Koschik JOINT PLAN OF LIQUIDATION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS September 20, 2016 /s/ Scott N. Opincar Scott N. Opincar ( ) Michael J. Kaczka ( ) MCDONALD HOPKINS LLC 600 Superior Avenue, East, Suite 2100 Cleveland, OH Phone (216) Fax (216) sopincar@mcdonaldhopkins.com mkaczka@mcdonaldhopkins.com COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION /s/ Christopher W. Peer Christopher W. Peer (No ) John A. Polinko (No ) WICKENS, HERZER, PANZA, COOK & BATISTA CO Chester Road Avon, OH Telephone: (440) Facsimile: (440) Cpeer@wickenslaw.com JPolinko@wickenslaw.com COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS 1 The Debtors and the last four digits of the Debtors United States Tax Identification Number following in parentheses are: Wings of Medina Liquidation, Inc. (8260); Wings Operations Liquidation, Inc. (2667); Wings Management Liquidation, Inc. (1988); Wings Franchising Liquidation Corporation (1589); Steak & Wings Liquidation, Inc. (7669); Wings Sauces Liquidation, Inc. (8951); Wings Intellectual Properties Liquidation Corporation (9985); Wings of Buffalo Liquidation, Inc. (6439); Wings of Sheffield Liquidation, Inc. (5326); Wings of Plano Liquidation, Inc. (6701); Wings of Warren Liquidation, Inc. (3865); Wings of Independence Liquidation, Inc. (0166); Wings of Newport News Liquidation, Inc. (3858); Wings of Lakewood Liquidation, Inc. (1575); Wings of Harrisonburg Liquidation, Inc. (4832); Wings of Concord Liquidation, Inc. (9262); Wings of Carrollton Liquidation, Inc. (7632); Wings of Fort Wayne Liquidation, Inc. (3079); Wings Holdings Liquidation, Inc. (6457); Best Wings Liquidation, Inc. (1339); Wings of Wheeling Liquidation, Inc. (2220); Wings of Vermillion Liquidation, Inc. (5207); Wings of Springfield Liquidation, Inc. (9745); Wings of Springfield Realty Liquidation, Inc. (9589); Wings of Fredericksburg Liquidation, Inc. (4887); Wings of Medina Realty Liquidation, Inc. (8418); and Wings Aggregator, Inc. (1263). { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 1 of 34

2 TABLE OF CONTENTS ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME Defined Terms Rules of Interpretation, Computation of Time, and Exhibits Rules of Interpretation Computation of Time Exhibits... 2 ARTICLE II CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS Unclassified Claims Payment of Administrative Claims Payment of Priority Tax Claims Classified Claims Special Provisions Relating to the Rights of Setoff of Creditors... 5 ARTICLE III ACCEPTANCE OR REJECTION OF THE JOINT PLAN Impaired Classes of Claims Entitled to Vote Acceptance by an Impaired Class Presumed Acceptances by Unimpaired Classes Classes Deemed to Reject this Plan Claims Subject to Section 502(d) of the Bankruptcy Code... 6 ARTICLE IV MEANS FOR IMPLEMENTATION OF THE JOINT PLAN Wind Down of the Debtor and Summary of Division of Assets Liquidating Trust Liquidating Trust Generally Funding of and Transfer of Assets into the Liquidating Trust Liquidating Trustee and Trust Advisory Committee Liquidating Trust Agreement Reports to be Filed by the Liquidating Trustee Fees and Expenses of the Liquidating Trust Indemnification Tax Treatment Disposition of Assets by the Liquidating Trustee Settlement of Causes of Actions and Disputed Claims Preservation of Causes of Action; Avoidance Actions Restructuring Transactions Utility Deposits Sources of Cash for Plan Distributions Comprehensive Settlement of Claims and Controversies { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 2 of 34

3 ARTICLE V EXECUTORY CONTRACTS AND UNEXPIRED LEASES Rejection of Executory Contracts and Unexpired Leases Cure of Defaults Bar Date for Rejection Damage Claims Approval of Rejection Compensation and Benefit Programs ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS Distributions for Claims Allowed as of the Effective Date Method of Distributions to Holders of Claims Delivery of Distributions and Undeliverable or Unclaimed Distributions Delivery of Distributions Undeliverable Distributions Held by Disbursing Agents Tax Information Timing and Calculation of Amounts to be Distributed Distributions on Account of Certain Allowed Claims Distributions on Account of Allowed Unsecured Claims Other Provisions Applicable to Distributions in All Classes Postpetition Interest Allocation of Distributions Holders of Record Means of Cash Payments Withholding Requirements Withholding Distributions Allocations Setoffs ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS No Distributions Pending Allowance Prosecution of Objections to Claims Objections to Claims Authority to Prosecute Objections Authority to Amend Schedules Request for Extension of Claims Objection Bar Date Distributions on Account of Disputed Claims Once Allowed ARTICLE VIII CONFIRMATION OF THE JOINT PLAN Conditions Precedent to Confirmation Conditions Precedent to the Effective Date Waiver of Conditions to Confirmation or Effective Date { :} ii amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 3 of 34

4 8.4 Cramdown Effect of Nonoccurrence of Conditions to the Effective Date Effect of Confirmation of the Joint Plan Limitation of Rights of Holders of Claims Injunction Exculpation Effect of Entry of Confirmation Order Finding that Votes on Plan Solicited in Good Faith Plan Complies with Section 1129 of the Bankruptcy Code Compromises and Settlements Comply with the Bankruptcy Code and the Bankruptcy Rules Effect of Modification Confirmation Order Service of Notice of Entry of Confirmation Order Request for Waiver of Stay of Confirmation Order ARTICLE IX RETENTION OF JURISDICTION ARTICLE X MISCELLANEOUS PROVISIONS Amendment or Modification of the Plan Revocation, Withdrawal, or Non-Consummation of the Plan Severability of Plan Provisions Dissolution of the Committee Successors and Assigns Notice Effectuating Documents and Further Transactions Corporate Action Payment of Statutory Fees Governing Law Exhibits Filing of Additional Documents Events of Default Exhibit A -- Defined Terms Exhibit B Liquidating Trust Agreement Exhibit C Insider Avoidance Actions TABLE OF EXHIBITS { :} iii amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 4 of 34

5 INTRODUCTION The Debtors and the Official Committee of Unsecured Creditors of Wings of Medina Liquidation, Inc. propose the following plan of liquidation for the resolution of the outstanding claims against and interests in the Debtors bankruptcy estates. Reference is made to the Disclosure Statement with Respect to the Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors of Wings of Medina Liquidation, Inc. for a discussion of the history, business, properties, and operations of the Debtors, a summary and analysis of this Joint Plan, risk factors related to this Joint Plan, and certain related matters. This Joint Plan follows the closing of the sale of substantially all of the Debtors assets to TravelCenters of America LLC ( TravelCenters ) and contemplates the liquidation of the Debtors unsold assets and the distribution of the proceeds of the liquidation and the Sale pursuant to this Joint Plan. Subject to certain restrictions and requirements set forth in 11 U.S.C and Fed. R. Bankr. P. 3019, the Plan Proponents reserve the right to alter, amend, modify, revoke, or withdraw this Joint Plan prior to its substantial consummation. 1.1 Defined Terms ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME As used in this Joint Plan, capitalized terms have the meanings set forth in the Disclosure Statement and Exhibit A to this Joint Plan. Any term that is not otherwise defined in this Joint Plan, but that is used in the Bankruptcy Code or the Bankruptcy Rules (as each term is defined in Exhibit A), will have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable. 1.2 Rules of Interpretation, Computation of Time, and Exhibits Rules of Interpretation For purposes of this Joint Plan, unless otherwise provided in this Joint Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) unless otherwise provided in this Joint Plan, any reference in this Joint Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in this Joint Plan to an existing document or schedule Filed or to be Filed means such document or schedule, as it may have been or may be amended, modified, or supplemented pursuant to this Joint Plan; (d) any reference to an entity as a Holder of a Claim or Interest includes that entity s successors and assigns; (e) all references in this Joint Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to this Joint Plan; (f) the words in this Joint Plan, hereunder and hereto refer to this Joint Plan in its entirety rather than to a particular portion of this Joint Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Joint Plan; (h) subject to the provisions of any contract, certificate of formation, limited liability operating agreement, instrument, release, or other agreement or document entered into in connection with this Joint Plan, the rights and obligations { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 5 of 34

6 arising under this Joint Plan shall be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and Bankruptcy Rules; and (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply Computation of Time In computing any period of time prescribed or allowed by the Joint Plan, the provisions of Bankruptcy Rule 9006(a) will apply Exhibits All Exhibits are incorporated into and are a part of this Joint Plan as if set forth in full herein, and, to the extent not annexed hereto, such Exhibits shall be Filed with the Bankruptcy Court in accordance with this Joint Plan. Holders of Claims and Interests may obtain a copy of the Filed Exhibits upon written request to the Committee. Upon their filing, the Exhibits may be inspected (a) in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, (b) at the Claims and Noticing Agent s website ( free of charge, and (c) for a fee, at the Bankruptcy Court s website ( or through the Bankruptcy Court s PACER system. The documents contained in the Exhibits will be approved by the Bankruptcy Court pursuant to the Confirmation Order. The Disclosure Statement may be used as an aid for interpretation of this Joint Plan to the extent that any provision of this Joint Plan is determined to be vague or ambiguous. However, to the extent any statement in the Disclosure Statement conflicts with any provision of this Joint Plan, this Joint Plan controls. ARTICLE II CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS All Claims and Interests, except Administrative Claims, statutory fees payable pursuant to 28 U.S.C and Priority Tax Claims, are placed in the following Classes. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, statutory fees, and Priority Tax Claims, as described in Section 2.1, have not been classified and thus are excluded from the following Classes. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any remainder of the Claim or Interest qualifies within the description of such other Classes. 2.1 Unclassified Claims Payment of Administrative Claims a. Administrative Claims in General Except as otherwise specified in this Section 2.1, and subject to the Bar Date provisions in this Joint Plan, unless an order of the Bankruptcy Court provides otherwise, each Holder of an Allowed Administrative Claim will receive, in full satisfaction of its Administrative Claim, Cash equal to the amount of such Allowed Administrative Claim on the later of (i) within { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 6 of 34

7 sixty (60) days of the Effective Date or (ii) the date on which such Administrative Claim becomes an Allowed Administrative Claim. In accordance with Debtors Motion Authorizing Debtors to (i) Implement a Key Employee Inventive Plan and (ii) Pay Any Obligations Arising Thereunder As Administrative Expenses, Docket No. 163 (the KEIP Motion ) and the corresponding order granting the KEIP Motion, Docket No. 206 (the KEIP Order ), the obligations detailed under KEIP Motion are to be paid according to the following schedule: a Non-Insider Eligible Employee (as defined in the KEIP Motion) will receive a bonus of (a) 20% of his/her annual salary if general unsecured creditors receive an actual distribution of at least 50% of their allowed claims; (b) 25% of his/her annual salary if general unsecured creditors receive an actual distribution of at least 75% of their allowed claims; and (c) 33% of his/her annual salary if general unsecured creditors receive an actual distribution of 100% of their allowed claims. The Insider Eligible Employee (as defined in the KEIP Motion), Mr. Gregory Lippert, will receive a bonus of (a) 10% of his annual salary if general unsecured creditors receive an actual distribution of at least 50% of their allowed claims; (b) 15% of his annual salary if general unsecured creditors receive an actual distribution of at least 75% of their allowed claims; and (c) 20% of his annual salary if general unsecured creditors receive an actual distribution of 100% of their allowed claims. For the avoidance of doubt, Non- Insider Eligible Employees and the Insider Eligible Employee, pursuant to the schedule described above and contained in the KEIP Order, shall receive payment within sixty (60) days of the Effective Date in such amount as applicable due to general unsecured creditors receiving an actual distribution of at least 50% of their Allowed Claims. Non-Insider Eligible Employees and the Insider Eligible Employee may thereafter receive additional amounts attributable to additional distributions to general unsecured creditors with respect to their Allowed Claims. Pursuant to the KEIP Order granting the KEIP Motion, each of these payments, as appropriate, are Allowed Administrative Claims according to this schedule outlined above and in the KEIP Motion. b. Statutory Fees On or before the Effective Date, Administrative Claims for fees payable pursuant to 28 U.S.C will be paid in Cash equal to the amount of such Allowed Administrative Claims. In the event the Chapter 11 Cases are not converted, closed, or dismissed, all fees payable pursuant to 28 U.S.C after the Effective Date will be paid by the Liquidating Trustee until the earlier of the conversion or dismissal of the Chapter 11 Cases under section 1112 of the Bankruptcy Code, or the closing of the Chapter 11 Cases pursuant to section 350(a) of the Bankruptcy Code. For purposes of calculating fees based on distributions, distributions from the Debtors to the Liquidating Trust will be counted, but subsequent distributions of the same assets from the Liquidating Trust to its beneficiaries will not be counted. c. Bar Dates for Administrative Claims (i) General Administrative Claim Bar Date Provisions Except as otherwise provided in this Joint Plan or an order of the Bankruptcy Court, requests for payment of Administrative Claims, other than Fee Claims incurred by Professionals prior to the Effective Date, must be Filed pursuant to the procedures specified in the Confirmation Order. Holders of Administrative Claims, other than Fee Claims incurred by Professionals prior to the Effective Date, that first arose or accrued as to or against the Debtors { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 7 of 34

8 on or after November 16, 2015 that do not File and serve such a request by the Administrative Bar Date (thirty (30) days from the Effective date) are forever barred from asserting such Administrative Claims against the Debtors, the Liquidating Trust, or their respective property, and any such alleged Administrative Claims will be deemed disallowed as of the date that is thirty (30) days after the Effective Date. Objections to requests for payment of Administrative Claims must be Filed by the Claims Objection Bar Date. Except as otherwise provided in this Joint Plan or an order of the Bankruptcy Court, Holders of Administrative Claims, other than Fee Claims incurred by Professionals prior to the Effective Date, that first arose or accrued as to or against the Debtors after November 16, 2015 shall File a request for payment of an Administrative Claim pursuant to the procedures specified in the Confirmation Order within thirty (30) days after the Effective Date. (ii) Bar Dates for Professional Compensation All unpaid Fee Claims incurred by Professionals prior to the Effective Date shall be subject to final allowance or disallowance upon application to the Bankruptcy Court pursuant to sections 328, 330, or 503(b)(4) of the Bankruptcy Code. Final applications for allowance of Fee Claims for services rendered in connection with the Chapter 11 Cases shall be Filed with the Bankruptcy Court no later than thirty (30) days after the Effective Date. Objections to any Fee Claims must be Filed and served on the Notice Parties and the requesting party by the later of: (a) twenty-one (21) days after the filing of the applicable request for payment of the Fee Claim, and (b) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claim. To the extent necessary, the Confirmation Order will amend and supersede any previously entered order of the Bankruptcy Court regarding the payment of Fee Claims Payment of Priority Tax Claims a. Priority Tax Claims On, or as soon as reasonably practicable after, the later of (a) sixty (60) days after the Effective Date or (b) the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim will receive, in full satisfaction of its Priority Tax Claim, (i) Cash equal to the amount of such Allowed Priority Tax Claim or (ii) such other treatment as to which the Joint Plan Proponents or the Liquidating Trustee, as applicable, and the Holder of the Allowed Priority Tax Claim shall have agreed upon in writing. b. Other Provisions Concerning Treatment of Priority Tax Claims Notwithstanding the provisions of Section a, the Holder of an Allowed Priority Tax Claim will not be entitled to receive any payment on account of any penalty (other than a penalty of the type specified in section 507(a)(8)(G) of the Bankruptcy Code) arising with respect to or in connection with the Allowed Priority Tax Claim. The Holder of an Allowed Priority Tax Claim will not assess or attempt to collect such penalty from the Debtors, the Liquidating Trust, or their respective property. 2.2 Classified Claims Other Priority Claims (Class 1) Unimpaired. { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 8 of 34

9 Each Holder of an Allowed Other Priority Claim will receive, in full satisfaction of its Other Priority Claim, Cash equal to the amount of such Allowed Other Priority Claim on the later of (a) sixty (60) days after the Effective Date or (b) the date on which such Other Priority Claim becomes an Allowed Other Priority Claim. Holders of Other Priority Claims are unimpaired and not entitled to vote to accept or reject the Joint Plan General Unsecured Claims (Class 2) Impaired. Class 2 consists of any Claim that is not an Administrative Claim, Fee Claim, Priority Tax Claim, or Other Priority Claim, other than an Intercompany Claim. On one or more Distribution Dates (the first of which is anticipated to be approximately 60 days after the Effective Date), each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the net proceeds of the Liquidating Trust Assets after the payment of all Allowed Fee Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and the payment of all costs and expenses of the Liquidating Trust. It is anticipated that the Liquidating Trustee will make an initial 40% distribution to Holders of Allowed Class 2 Claims approximately 60 days after the Effective Date. Such initial distribution shall take into account amounts previously paid to the Prepetition Secured Lenders under the Sale Order with respect to their deficiency claims. The obligations to Holders of Allowed General Unsecured Claims shall be governed by the Liquidating Trust Agreement. Holders of General Unsecured Claims are impaired and entitled to vote to accept or reject the Joint Plan Intercompany Claims (Class 3) Impaired. Class 3 consists of all Intercompany Claims, which means any Claim held by one Debtor against another Debtor. Each Holder of a Class 3 Intercompany Claim is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Intercompany Claims will be cancelled on the Effective Date, and no distributions shall be made on account of such Intercompany Claims Interests (Class 4) Impaired. Class 4(a) consists of all Preferred Interests in Wings Aggregator Liquidation, Inc. Class 4(b) consists of all Common Interests in Wings Aggregator Liquidation, Inc. Each Holder of a Class 4 Interest is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. On the Effective Date, all Interests will be deemed cancelled, null, and void; provided, however, that to the extent residual funds may ultimately be available after payment in full of all Allowed Class 2 Claims, Holders of Interests shall be entitled to payment on a Pro Rata basis first to Class 4(a) and, once satisfied in full, to Class 4(b). 2.3 Special Provisions Relating to the Rights of Setoff of Creditors Nothing in this Joint Plan shall expand or enhance a creditor s right of setoff, which shall be determined as of the Petition Date. Nothing in this Joint Plan is intended to, or shall be interpreted to, approve any creditor s effectuation of a postpetition setoff, and creditors may not effectuate any postpetition setoff without the consent of the Debtors and the Joint Plan { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 9 of 34

10 Proponents or, after the Effective Date, the Liquidating Trustee, unless prior Bankruptcy Court approval has been obtained. ARTICLE III ACCEPTANCE OR REJECTION OF THE PLAN 3.1 Impaired Classes of Claims Entitled to Vote Only the Holders of Allowed Class 2 Claims are entitled to vote to accept or reject this Joint Plan. 3.2 Acceptance by an Impaired Class In accordance with section 1126(c) of the Bankruptcy Code and except as provided in section 1126(e) of the Bankruptcy Code, an impaired Class of Claims shall have accepted this Joint Plan if this Joint Plan is accepted by the Holders of at least two-thirds in dollar amount and more than one-half in number of Allowed Claims of such Class that have timely and properly voted to accept or reject this Joint Plan. Because Class 2 is Impaired, the votes of Holders of Claims in Class 2 that are not Disputed Claims will be solicited. 3.3 Presumed Acceptances by Unimpaired Classes Allowed Other Priority Claims are not impaired by this Joint Plan. Under section 1126(f) of the Bankruptcy Code, Holders of such Claims are conclusively presumed to have accepted this Joint Plan, and the votes of the Holders of such Claims will not be solicited. 3.4 Classes Deemed to Reject this Plan Subject to the provisions of Section 2.4 of this Joint Plan, Holders of Class 3 Intercompany Claims and Holders of Class 4 Interests are not entitled to receive any distribution under this Joint Plan. Pursuant to section 1126(g) of the Bankruptcy Code, Holders of Class 3 Intercompany Claims and Class 4 Interests are conclusively deemed to have rejected this Joint Plan and the votes of these Holders therefore will not be solicited. 3.5 Claims Subject to Section 502(d) of the Bankruptcy Code Pursuant to section 502(d) of the Bankruptcy Code, a Claim shall be disallowed if it is held by a Holder from which property is recoverable under section 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, unless such Holder has paid the amount, or turned over any such property, for which such Holder is liable under section 522(i), 542, 543, 550, or 553 of the Bankruptcy Code. Therefore, any Holder that is subject to section 502(d) shall have its Claim(s) deemed Disputed Claim(s) and shall not be entitled to vote to accept or reject the Joint Plan. ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN 4.1 Wind Down of the Debtors and Summary of Division of Assets { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 10 of 34

11 On the Effective Date, as set forth in more detail below, the Liquidating Trust Assets (other than the Excluded Liquidating Trust Assets) will be delivered to and vest in the Liquidating Trust and will be managed by the Liquidating Trustee. The Liquidating Trustee shall cooperate to take all necessary steps to effect the orderly wind down and dissolution of the Debtors, subject to the need to hold any Excluded Liquidating Trust Assets. The Debtors shall retain all attorney-client privilege, work product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) relating to any Excluded Liquidating Trust Assets. 4.2 Liquidating Trust Liquidating Trust Generally On or prior to the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of liquidating the Estates and distributing the proceeds thereof to creditors. The Liquidating Trust (and the Liquidating Trustee) shall be empowered to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Liquidating Trust provisions of the Joint Plan; (b) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle, and protect the Liquidating Trust Assets (directly or through its professionals, in accordance with the Joint Plan); (c) sell, liquidate, transfer, distribute, abandon, or otherwise dispose of the Liquidating Trust Assets (directly or through its professionals) or any part thereof or any interest in the Joint Plan upon such terms as the Liquidating Trustee determines to be necessary, appropriate, or desirable; (d) calculate and make distributions to Holders of Allowed Claims; (e) comply with the Joint Plan and exercise the Liquidating Trustee s rights and fulfill his or her obligations thereunder; (f) review, reconcile, or object to Claims and resolve such objections as set forth in the Joint Plan; (g) investigate and pursue Causes of Action transferred to the Liquidating Trust; (h) retain and compensate professionals to represent the Liquidating Trustee without further authority from the Bankruptcy Court; (i) establish and maintain a Disputed Claims Reserve; (j) file appropriate Tax returns and other reports on behalf of the Liquidating Trust and pay Taxes or other obligations owed by the Liquidating Trust; (k) exercise such other powers as may be vested in the Liquidating Trustee under the Liquidating Trust Agreement or the Joint Plan, or as deemed by the Liquidating Trustee to be necessary and proper to implement the provisions of the Joint Plan and the Liquidating Trust Agreement; (l) object to the amount of any Claim on the Schedules if the Liquidating Trustee determines in good faith that the Claim is invalid, overstated, or has previously been paid or satisfied; (m) file any required reports and pay any and all residual statutory fees of the Debtors as provided in the Joint Plan; and (n) dissolve the Liquidating Trust in accordance with the terms of the Liquidating Trust Agreement and Joint Plan. The Liquidating Trust s primary purpose is liquidating the Liquidating Trust Assets transferred to it by the Debtors and making distributions from the Liquidating Trust to Holders of Allowed Claims Funding of and Transfer of Assets into the Liquidating Trust On the Effective Date, the Liquidating Trust Assets shall be deemed transferred to the Liquidating Trust and the Trustee shall thereafter make a good faith determination of the fair market value of the Liquidating Trust Assets. The Liquidating Trust Assets, including the Causes of Action, will be transferred to, vest in, and be preserved for the Liquidating Trust on the Effective Date, free and clear of all liens, Claims, and other encumbrances. The Debtors will { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 11 of 34

12 take such action as requested by the Liquidating Trustee to effectuate the transfer of the Liquidating Trust Assets. a. The Liquidating Trustee shall have the authority to create sub-accounts or sub-trusts within the Liquidating Trust, into which the Liquidating Trustee may deposit any non- Cash property, including real or personal property pending its liquidation. The Liquidating Trustee, as trustee of such sub-accounts or sub-trusts, may hold legal title to such property. Once liquidated, any Cash proceeds of such sub-accounts or sub-trusts shall be deposited directly into the primary trust account. b. The act of transferring assets and rights to the Liquidating Trustee of the Liquidating Trust, as authorized by the Joint Plan, shall not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and such rights may be asserted by the Liquidating Trust as if the asset or right was still held by the Debtors or the Committee. In connection with the transfer of the Liquidating Trust Assets, any attorney-client privilege, work product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Liquidating Trust shall vest in the Liquidating Trust and its representatives, and the Debtors and the Liquidating Trustee are authorized to take all necessary actions to effectuate the transfer of such privileges Liquidating Trustee and Trust Advisory Committee The initial Liquidating Trustee shall be Mark Kozel, not individually, but solely as Liquidating Trustee of the Liquidating Trust Assets. The powers, rights, and responsibilities of the Liquidating Trustee shall be specified in the Liquidating Trust Agreement and shall include the authority and responsibility to fulfill the rights and obligations identified in the Joint Plan. For the avoidance of doubt, the Liquidating Trustee shall have exclusive standing to pursue and compromise all Causes of Action. The Liquidating Trust Agreement will also provide for a trust advisory committee (the "Advisory Committee"), the initial composition of which shall be comprised of three members of the Committee, Debra Koenig (as independent director of the Debtors), and one holder of Class 4(a) Preferred Interests selected by Debra Koenig, which the Liquidating Trustee shall consult regarding certain material matters of the Liquidating Trust and for which the Liquidating Trustee shall report on a periodic basis, or as requested by the Advisory Committee Liquidating Trust Agreement The Liquidating Trust Agreement generally will provide for, among other things: (a) the payment of reasonable compensation to the Liquidating Trustee; (b) the payment of other expenses of the Liquidating Trust, including the cost of pursuing the claims, rights, and Causes of Action assigned to the Liquidating Trust; (c) the retention of counsel, accountants, financial advisors, or other professionals and the payment of their compensation; (d) the investment of Cash by the Liquidating Trustee within certain limitations; (e) the preparation and filing of appropriate Tax returns and other reports on behalf of the Liquidating Trust and the payment of Taxes or other obligations owed by the Liquidating Trust; (f) the orderly liquidation of the Liquidating Trust s assets; and (g) the litigation, settlement, abandonment, or dismissal of any claims, rights, or Causes of Action assigned to the Liquidating Trust Reports to be Filed by the Liquidating Trustee { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 12 of 34

13 The Liquidating Trustee, on behalf of the Liquidating Trust, shall File with the Bankruptcy Court (and provide to any other party entitled to receive any such report pursuant to the Liquidating Trust Agreement), as soon as practicable after June 30 and December 31 of each calendar year, a semi-annual report regarding the administration of property subject to its ownership and control pursuant to the Joint Plan and Liquidating Trust, distributions made by it, and other matters relating to the implementation of the Joint Plan; provided, however, that the filing of any such report is solely to provide centralized access to information and there is no implication or suggestion that the Bankruptcy Court is supervising the Liquidating Trustee, and, provided further, that the Liquidating Trustee and the Liquidating Trust shall have access to the Bankruptcy Court to pursue any actions it deems necessary or for relief it deems required Fees and Expenses of the Liquidating Trust Except as otherwise ordered by the Bankruptcy Court, the reasonable and necessary fees and expenses of the Liquidating Trust (including the reasonable and necessary fees and expenses of the Liquidating Trustee and any professionals assisting the Liquidating Trustee in carrying out its duties under the Joint Plan) will be funded by the Liquidating Trust Assets in accordance with the Liquidating Trust Agreement without further order from the Bankruptcy Court Indemnification The Liquidating Trust Agreement may include reasonable and customary indemnification provisions for the benefit of the Liquidating Trustee and/or other parties. Any such indemnification shall be the sole responsibility of the Liquidating Trust and payable solely from the Liquidating Trust Assets Tax Treatment The Liquidating Trust is intended to be treated for U.S. federal income tax purposes in part as a liquidating trust described in Treasury Regulation (d) and in part as one or more Disputed Claims reserves treated either as discrete trusts taxed pursuant to Section 641 et seq. of the Internal Revenue Code or as disputed ownership funds described in Treasury Regulation 1.468B-9. For federal income tax purposes, the transfer of assets by the Debtors to the Liquidating Trust will be treated in part as the transfer of assets by the Debtors to the Holders of Allowed Claims, subject to any Liabilities of the Debtors or the Liquidating Trust payable from the proceeds of such assets, followed by the transfer of such assets (subject to such Liabilities) by such Holders to the Liquidating Trust in exchange for interests in the trust, and in part as the transfer of assets by the Debtors to one or more Disputed Claims reserves. The Holders of Allowed Claims will be treated for federal income tax purposes as the grantors and deemed owners of their respective shares of the assets in the Liquidating Trust (subject to such Liabilities), depending on their rights to distributions under the Joint Plan. As grantors and deemed owners of such assets, the Holders of Allowed Claims will be required to include in income their respective shares of the income, deductions, gains, losses and credits attributable to such assets. The Holders of Allowed Claims will be required to use the values assigned to such assets by the Liquidating Trustee for all federal tax purposes, including the recognition of income, deduction, gain or loss with respect to their Allowed Claims and any gain or loss recognized on the subsequent disposition of an asset in which the Holder holds an interest. The Liquidating Trust Agreement will contain certain provisions to comply with IRS guidance for trusts treated as liquidating trusts. Among other things, the agreement will (a) require that the { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 13 of 34

14 Liquidating Trust terminate no later than five (5) years after the Effective Date, subject to extension with Bankruptcy Court approval within six (6) months of the beginning of the extended term, (b) limit the Liquidating Trustee s investment powers, (c) limit the business operations carried on by the Liquidating Trust to activities reasonably necessary to and consistent with the Liquidating Trust s liquidating purpose, (d) prohibit the Liquidating Trust from receiving or retaining Cash or Cash equivalents in excess of an amount reasonably necessary to meet Claims and contingent Liabilities or to maintain the value of the trust assets during liquidation and, (e) distribute at least annually to the Holders of Allowed General Unsecured Claims the Liquidating Trust s net income and the net proceeds from the sale of Liquidating Trust Assets in excess of an amount reasonably necessary to meet senior Claims and contingent Liabilities (including Disputed Claims) and to maintain the value of the Liquidating Trust Assets. Liquidating Trust Assets reserved for Holders of Disputed Claims will be treated as one or more Disputed Claims reserves for tax purposes, which will be subject to an entitylevel Tax on some or all of their net income or gain. No Holder of a Claim will be treated as the grantor or deemed owner of an asset reserved for Disputed Claims until such Holder receives or is allocated an interest in such asset. The Liquidating Trustee will file all Tax returns on a basis consistent with the treatment of the Liquidating Trust in part as a liquidating trust (and grantor trust pursuant to Treasury Regulation (a)) and, subject to definitive guidance by the IRS, in part as one or more Disputed Claims reserves taxed as discrete trusts or disputed ownership funds, and will pay all Taxes owed from Liquidating Trust Assets, provided that income taxes of the Disputed Claims reserves shall only be paid from the Liquidating Trust Assets allocable to the Disputed Claims reserves Disposition of Assets by the Liquidating Trustee Subject to the provisions of the Liquidating Trust Agreement, the Liquidating Trustee may, without further order of the Bankruptcy Court, conduct any sales or liquidations of non- Cash Liquidating Trust Assets from the Liquidating Trust on any terms he or she deems reasonable. Subject to the provisions of the Liquidating Trust Agreement, the Liquidating Trustee may settle, compromise, abandon, or withdraw any Cause of Action on any grounds or terms he or she deems reasonable, without further order of the Bankruptcy Court Settlement of Causes of Actions and Disputed Claims Subject to the provisions of the Liquidating Trust Agreement, the Liquidating Trustee may settle, compromise, abandon, or withdraw any Cause of Action on any grounds or terms he or she deems reasonable, without further order of the Bankruptcy Court Preservation of Causes of Action; Avoidance Actions On the Effective Date, the Debtors and, to the extent necessary, the Committee will transfer to the Liquidating Trustee, and the Liquidating Trustee shall have exclusive standing to pursue and compromise all Causes of Action, as the representative of the Estates under section 1123(b) of the Bankruptcy Code, all Causes of Action, and the Liquidating Trustee may enforce any Causes of Action that the Debtors or the Estates may hold against any entity to the extent not expressly released under the Joint Plan or by any Final Order of the Bankruptcy Court. Such Causes of Action shall include all litigation that may presently be pending in other forums for later adjudication, as applicable, by the Debtors or the Liquidating Trustee, in addition to the following: { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 14 of 34

15 a. Bosselman Adversary Proceeding. On May 12, 2016, the Debtors commenced an adversary proceeding against Bosselman Food Services and Bosselman Holding, Inc. (Case No ), seeking (a) a declaratory judgment that Franchising validly terminated the Bosselman Franchise Agreement; (b) damages for Bosselman Food Service s alleged breach of the Bosselman Franchise Agreement and the resulting early termination; (c) joint and several liability of Bosselman Holding, Inc. pursuant to the Guaranty; and (d) resolution of Bosselman s Claim No Bosselman has filed an answer and counterclaim. A trial date is set for January b. Fiduciary Claims. The Committee was been contacted by various parties asserting that the recovery to creditors in the Chapter 11 Cases is likely smaller than it otherwise would be but for the prior decisions and/or representations made by the Debtors' Board and/or Directors and Officers. The Debtors dispute these allegations. The Committee is investigating the validity and legitimacy of such claims, the materiality, if any, of a possible recovery resulting therefrom, and the global benefit to the Debtors' estates and all parties in interest if any action is pursued. The Committee has requested, and received, specific documents from the Debtors, in addition to seeking, and being granted, an order from the Court to conduct a Rule 2004 examination of Ray Joll, with such examination taking place on September 15, The Committee has taken these steps in order to make an informed and supported determination on whether it is proper to pursue claims against the Debtors' Board and/or Directors and Officers, and, if proper, whether pursuit of such claims that are in the best interests of the Debtors' estates and all parties in interest. Should the Committee determine that the pursuit of such claims is proper, the Committee, or the Liquidating Trustee, as applicable, will may seek derivative standing from the Court in order to proceed. Give the uncertainly of litigation, potential recovery for such claims, if such claims exist, is impossible to determine at this time. c. Insider Avoidance Actions. Pursuant to the Sale Order, Avoidance Actions, other than those Avoidance Actions that may arise out of the actions or conduct of an Insider of the Debtors ( Insider Avoidance Actions ), as more fully described on Exhibit C hereto, were waived as part of the Sale Order and sale of the Debtors assets to TravelCenters and will not be pursued by the Committee or the Liquidating Trustee. 4.3 Restructuring Transactions The Liquidating Trustee will be authorized to execute, deliver, File, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Joint Plan. 4.4 Utility Deposits All utilities holding a Utility Deposit shall immediately after the Effective Date return or refund such Utility Deposit to the Liquidating Trust. At the sole option of the Liquidating Trustee, the Liquidating Trust may apply any Utility Deposit that has not been refunded to the { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 15 of 34

16 Liquidating Trustee in satisfaction of any payments due or to become due from the Liquidating Trust to a utility holding such a Utility Deposit. 4.5 Sources of Cash for Joint Plan Distributions Except as otherwise provided in this Joint Plan or the Confirmation Order, all Cash necessary for the payments pursuant to this Joint Plan shall be obtained from existing Cash balances, or, in the case of payments to be made by the Liquidating Trustee, from the proceeds of the Liquidating Trust Assets. 4.6 Comprehensive Settlement of Claims and Controversies Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided under the Joint Plan, the provisions of the Joint Plan, including the releases set forth in Article VIII, will constitute a good faith compromise and settlement of all claims or controversies relating to the rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any distribution to be made pursuant to the Joint Plan on account of any Allowed Claim or Allowed Interest. The entry of the Confirmation Order will constitute the Bankruptcy Court s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court s finding that such compromise or settlement is in the best interests of the Debtors, their Estates, and Claim and Interest Holders and is fair, equitable, and reasonable. 4.7 Substantive Consolidation The Plan Proponents request that the Bankruptcy Court approve the Debtors election to substantively consolidate the Estates. Accordingly, for purposes of implementing the Joint Plan, pursuant to such order: (a) all assets and liabilities of all the Debtors will be pooled; and (b) with respect to any guarantees by one Debtor of the obligations of any Debtor, and with respect to any joint or several liability of any Debtor, the Holder of any Claims for such obligations will receive a single recovery on account of any such joint obligations of the Debtors, in each case except to the extent otherwise provided in the Joint Plan. Such election to treat the Estates as consolidated will not constitute a waiver of the mutuality requirement for setoff under section 553 of the Bankruptcy Code, except to the extent otherwise expressly waived by the Debtors or the Liquidating Trustee. The Plan Proponents submit that substantive consolidation of the Estates is appropriate under applicable law given the facts and circumstances of the cases. The Debtors are so interrelated that substantive consolidation is the best and most efficient way to make distributions under the Joint Plan. Creditors will not be harmed by substantive consolidating and may actually be prejudiced by the estates not substantively consolidating Rationale for Consolidation The preparation of multiple liquidation analyses would be an extremely burdensome task given the fact the Debtors have operated on a consolidated basis for accounting purposes since Fall of For example, the Debtors utilized divisional accounting for each of their respective legal entities. The task of recreating accounting records would be very expensive, burdensome and time-consuming to collect and analyze. Separate liquidation analyses for each of the 27 { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 16 of 34

17 Debtor entities would require a balance sheet for each company be available, including allocation of debt. Since the Debtors operated as a consolidated company, balance sheets for each Debtor were not prepared and are not available. Therefore, an integrated balance sheet, Cash flow and income statement would have to be prepared since acquisition of each Debtor in order to properly determine each company s respective Cash balance available to creditors. Approximately $13 million - $13.5 million of the estimated gross available proceeds available for liquidation expenses and creditors is Cash on hand. This Cash balance cannot simply be segregated by looking at historical sales levels and Cash collections by entity; this Cash balance would have to be segregated by entity based on historical operations, asset purchases, allocation of corporate debt and other liabilities based on past performance of the entity and sale proceeds, not simply on sales and collections. Any segregation of sale proceeds from the sale to TravelCenters would also be difficult to determine as there was no specific allocation of such value among the various Debtors. At this point, the Debtors and Committee believe that any allocation of proceeds among the various Debtors would be done on an arbitrary basis that would be speculative, at best. The historical lack of separate accounting records by entity would require the Debtors to create integrated financial statements in order to prepare separate liquidation analyses to estimate and determine the actual Cash available to creditors of each company. Furthermore, during the pendency of the Chapter 11 Cases, the Debtors have prepared and filed one single monthly operating report based on the Debtors historical operation on a consolidated basis for accounting purposes. To require the Debtors to create integrated financial statements in order to prepare separate liquidation analyses could then result in the requirement of the Debtors to look back and prepare amended monthly operating reports for each Debtor entity. As noted above, information was not prepared and tracked for the purpose of preparing segregated financial statements, therefore resulting in a speculative, burdensome and expensive process that would unduly harm creditors. Moreover, the work to perform this analysis would be an expense which would fail to result in benefit to the Debtors creditors, in total. ARTICLE V EXECUTORY CONTRACTS AND UNEXPIRED LEASES 5.1 Rejection of Executory Contracts and Unexpired Leases To the extent not previously assumed or rejected in accordance with an Order of the Bankruptcy Court, all Executory Contracts, Unexpired Leases, or other agreements will be deemed rejected under the Joint Plan as of the Effective Date. 5.2 Cure of Defaults Upon information and belief, all Cure Amount Claims have been satisfied in accordance with the terms and procedures of the Sale and related process or have been placed in escrow pending further order of the Court. If any Executory Contract or Unexpired Lease is listed as assumed in the Joint Plan, the counterparties to such Executory Contract or Unexpired Lease will receive notice of the proposed Cure Amount and an opportunity to object to such Cure Amount in connection with the Confirmation Hearing. 5.3 Bar Date for Rejection Damage Claims { :} amk Doc 422 FILED 09/20/16 ENTERED 09/20/16 17:47:47 Page 17 of 34