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`George Hofmann (10005)
`Matthew M. Boley (8536)
`Jeffrey Trousdale (14814)
`Cohne Kinghorn, P.C.
`111 East Broadway, 11th Floor
`Salt Lake City, Utah 84111
`Telephone: (801) 363-4300
`
`Attorneys for George Hofmann,
`Chapter 11 Trustee of VidAngel, Inc.
`
`
`
`IN THE UNITED STATES BANKRUPTCY COURT
`DISTRICT OF UTAH, CENTRAL DIVISION
`
`
`
`
`In re
`
`VIDANGEL, INC.
`
`
`Debtor.
`
`
`
`
`
`
`
`
`
`Dated: March 5, 2020
`
`
`
`
`
`
`
`Bankruptcy No. 17-29073 (KRA)
`
`Chapter 11
`
`
`
`PLAN OF REORGANIZATION
`
`
`
`{00471305.DOC / 6}
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`George Hofmann, in his capacity as the Chapter 11 Trustee of VidAngel, Inc.,
`hereby proposes the following plan of reorganization under Section 1121 of Title 11 of
`the United States Code.
`
`ARTICLE I
`
`DEFINITIONS AND CONSTRUCTION OF TERMS
`
`For purposes of this Plan, the following terms shall have the meanings specified
`in this Article I. A term used but not defined herein, which is also used in the
`Bankruptcy Code, shall have the meaning ascribed to that term in the Bankruptcy Code.
`Wherever from the context it appears appropriate, each term stated shall include both
`the singular and the plural, and pronouns shall include the masculine, feminine and
`neuter, regardless of how stated. The words “herein,” “hereof,” “hereto,” “hereunder”
`and other words of similar import refer to the Plan as a whole and not to any particular
`Section, sub-Section or clause contained in the Plan. The rules of construction
`contained in Section 102 of the Bankruptcy Code shall apply to the terms of this Plan.
`The headings in the Plan are for convenience of reference only and shall not limit or
`otherwise affect the provisions hereof.
`
` “Administrative Expense Claim” shall mean a Claim that is Allowed under
`Section 503(b) of the Bankruptcy Code or otherwise is allowed under this Plan, and that
`is entitled to priority under Section 507(a)(1) of the Bankruptcy Code and/or under
`Section 2.2(a)(2) of this Plan, including, without limitation,
`
`fees and expenses of Professionals Allowed pursuant to an Order
`(a)
`of the Bankruptcy Court,
`
`(b)
`U.S.C. § 1930,
`
`all fees and charges assessed against the Estate pursuant to 28
`
`Post-Effective Date fees and expenses of the Plan Administrator
`(c)
`and his Professionals payable pursuant to Section 2.2(d)(2) of this Plan, and
`
`(d)
`
`other Post-Effective Date Administrative Expenses.
`
`“Allowed” shall mean, with reference to any Claim:
`
`a Claim that has been listed by the Debtor in its Schedules and (i)
`(a)
`is not listed as disputed, contingent or unliquidated, and (ii) is not a Claim as to which a
`proof of claim has been filed;
`
`a Claim as to which a timely proof of claim has been filed by the
`(b)
`Bar Date and either (i) no objection thereto, or application to estimate, equitably
`subordinate or otherwise limit recovery, has been made on or before any applicable
`deadline, or (ii) if an objection thereto, or application to estimate, equitably subordinate
`or otherwise limit recovery has been interposed, the extent to which such Claim has
`been allowed (whether in whole or in part) by a Final Order, provided, however, that
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`notwithstanding their status as Allowed Claims as of the date of this Plan, the Copyright
`Creditors’ Claims shall remain subject to a further determination of their extent and
`amount, as described further in Section 4.3 of this Plan;
`
`a Claim arising from the recovery of property under Section 550 or
`(c)
`553 of the Bankruptcy Code and allowed in accordance with Section 502(h) of the
`Bankruptcy Code; or
`
`any Claim expressly allowed under this Plan or pursuant to the
`(d)
`Confirmation Order.
`
`Except as otherwise specified in the Plan or any Final Order of the Bankruptcy Court,
`and except for any Claim that is Secured by property of a value in excess of the
`principal amount of such claims, the amount of an Allowed Claim shall not include any
`attorneys’ fees, costs, penalties, or interest on such Claim occurring or incurred from
`and after the Petition Date.
`
`“Avoidance Actions” shall mean Causes of Action arising or held by the Estate
`under Sections 502, 510, 541, 544, 545, 547, 548, 549, or 550 of the Bankruptcy Code,
`or under related state or federal statutes and common law, including fraudulent or
`avoidable transfer laws.
`
`“Bankruptcy Case” shall mean the Debtor’s case pending in the Bankruptcy
`Court under case number 17-29073.
`
`“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended
`from time to time, as applicable to the Bankruptcy Case.
`
`“Bankruptcy Court” shall mean the United States Bankruptcy Court for the District
`of Utah in which the Bankruptcy Case is pending and, to the extent of any reference
`under 28 U.S.C. § 157, the unit of such District Court specified pursuant to 28 U.S.C.
`§ 151.
`
`“Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure as
`promulgated under 28 U.S.C. § 2075, and any local rules of the Bankruptcy Court.
`
`“Bar Date” shall mean: (i) February 14, 2018, with respect to a Claim against the
`Estate other than a Claim of a Governmental Unit, a Credit Holders’ Claim, or a Pre-
`Appointment Administrative Expense Claim; (ii) February 14, 2018, with respect to a
`Claim of a Governmental Unit against the Estate; (iii) December 13, 2019, with respect
`to a Pre-Appointment Administrative Expense Claim; (iv) April 17, 2020, with respect to
`a Credit Holders’ Claim; and (v) if this Plan and/or an order of the Bankruptcy Court
`establishes a different bar date for a specific claim or category of Claims (e.g., rejection
`damages Claims or other post-Petition Date Claims), the date established by the Plan
`or order of the Court.
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`“Business Day” shall mean any day other than a Saturday, Sunday or legal
`holiday recognized in the State of Utah.
`
`“California Court” shall mean the United States District Court for the Central
`District of California.
`
`“California Court Judgment” shall mean that certain Judgment entered on
`September 23, 2019, by the California Court, against the Debtor and in favor of the
`Copyright Creditors, as such judgment may be altered or amended by the California
`Court or upon appeal.
`
`“California Litigation” shall mean Disney Enterprises, Inc., et al v. VidAngel Inc.,
`case # 2:16-cv-04109-AB-PLA, in the United Stated District Court for the Central District
`of California, including any and all appeal(s) arising therefrom and related thereto.
`
` “Cash” shall mean lawful currency of the United States of America (including
`wire transfers, cashier’s checks drawn on a bank insured by the Federal Deposit
`Insurance Corporation, certified checks and money orders).
`
`“Causes of Action” shall mean, without limitation, any and all actions, causes of
`action, defenses, liabilities, obligations, rights, suits, debts, sums of money, damages,
`judgments, Claims or proceedings to recover money or property and demands of any
`nature whatsoever, whether known or unknown, in law, equity or otherwise, including,
`without limitation, Avoidance Actions.
`
`“Chapter 11 Trustee” shall mean the duly-appointed chapter 11 trustee in the
`Case, who is presently George Hofmann.
`
`“Claim” shall mean a claim against a Person or its property as defined in Section
`101(5) of the Bankruptcy Code, including, without limitation, (i) any right to payment,
`whether or not such right is reduced to judgment, and whether or not such right is
`liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
`legal, equitable, secured or unsecured; or (ii) 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, or is fixed, contingent,
`matured, unmatured, disputed, undisputed, secured or unsecured.
`
`“Class” shall mean those classes designated in Article III of this Plan.
`
`“Collateral” shall mean any property or interest in property of the Estate subject
`to a Lien to secure the payment or performance of a Claim, which Lien is not subject to
`avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code
`or applicable law.
`
`“Confirmation Date” shall mean the date on which the clerk of the Bankruptcy
`Court enters the Confirmation Order on the docket in the Bankruptcy Case.
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`“Confirmation Order” shall mean the order of the Bankruptcy Court confirming the
`Plan pursuant to the provisions of the Bankruptcy Code, and any supplementary orders
`of the Bankruptcy Court issued in furtherance of the Plan.
`
`“Contingent or Unliquidated Claim” shall mean any Claim for which a proof of
`claim has been filed with the Bankruptcy Court but which was not filed in a sum certain,
`or which has not occurred and is dependent upon a future event that has not occurred
`or may never occur, and which has not been Allowed.
`
`“Convenience Claim” shall mean all General Unsecured Claims of a single holder
`of a type that would otherwise be included in Class 2 (or any other Class if such holder
`makes a Convenience Class Election) which are either (i) $5,000 or less in the
`aggregate; or (ii) greater than $5,000 in the aggregate but as to which the holder thereof
`has elected voluntarily to reduce the claim to $5,000 by making a Convenience Class
`Election pursuant to section 4.2(d) of this Plan.
`
`“Convenience Claim Election” shall mean an election made by the holder of any
`Claim on or before the Voting Deadline, to be treated as a Convenience Claim in Class
`6, provided, however, that holders of Credit Holders’ Claims may not make a
`Convenience Claim Election. A Convenience Claim Election must be made in an
`authenticated written notice to the Chapter 11 Trustee, whereby the holder of such
`Claim voluntarily elects, if the Claim is, or may be, greater than $5,000, voluntarily to
`reduce the amount of the Claim to $5,000. Such an election constitutes an irrevocable
`waiver and release of all amounts in excess of $5,000, any rights in Collateral and any
`priority. Any holder that makes a Convenience Class Election shall be deemed to
`release the Debtor and the Estate from any and all liability for amounts in excess of
`$5,000. If a holder of a Class 2 Claim timely makes such a Convenience Class
`Election, its Claim shall be treated as a Class 6 Convenience Claim. Holders of Allowed
`Convenience Claims shall be treated in accordance with Section 4.6 of the Plan.
`
`“Copyright Creditors” shall mean Disney Enterprises, Inc., Lucasfilm Ltd. LLC,
`Twentieth Century Fox Film Corporation, Warner Bros. Entertainment Inc., MVL Film
`Finance, LLC, New Line Production, Inc. and Turner Entertainment Co., collectively.
`
`“Copyright Creditors’ Claim” or “Copyright Creditors’ Claims” shall mean any and
`all Claim(s) held by the Copyright Creditors. As described in more detail herein,
`although the Copyright Creditors’ Claims are deemed “Allowed” for the purpose of
`voting on the Plan and receiving treatment under Section 4.3 of the Plan, the amount of
`the Copyright Creditors’ Claims as set forth in the California Court Judgment shall be
`deemed a Disputed Claim Amount unless and until: (i) (a) all Rule 59, 60(b), and other
`post-trial motions to alter, amend, vacate, or otherwise affect the California Court
`Judgment have been finally decided, and (b) all appeals have been finally decided and
`all deadlines for further appeal, rehearing, and/or certiorari have passed; (ii) the Chapter
`11 Trustee or the Plan Administrator, and the Copyright Creditors, agree to an Allowed
`Claim amount; or (iii) the Bankruptcy Court enters a Final Order estimating such Claims
`for the purpose of distributions under the Plan.
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` “Credit Holders” means the holders of VidAngel Subscriptions Credits, referred
`to in the Debtor’s Schedule E/F, paragraph 3.5, located at Docket No. 47 in the
`Bankruptcy Case, as modified pursuant to the Stipulated Order Approving Trustee’s
`Motion for Order: (i) Fixing a Bar Date for Filing Customer Claims; (ii) Approving the
`Form and Method of Providing the Bar Date Notice; (iii) Approving the Mailing
`Procedures; and (iv) Approving the Form of Amended Schedules E/F [Docket No. 568].
`
`“Credit Holders’ Claims” means all Claims held by Credit Holders which arise
`from VidAngel Subscription Credits. For the avoidance of doubt, if a Credit Holder holds
`a Claim or that is not related to a VidAngel Subscription Credit (e.g., a General
`Unsecured Claim), then such Claim shall be treated in the more appropriate Class(es)
`of Claims as set forth herein.
`
`“Crowdfunding” includes any means of raising capital from multiple Persons,
`including without limitation: (i) a “Regulation A+” crowdfunding; (ii) by the use of a
`properly registered fundraising portal, including without limitation, VAS Portal, LLC; or
`(iii) by the use of a properly registered fundraising broker-dealer, including without
`limitation, Studio Brokerage, LLC.
`
`“Debtor” shall mean VidAngel, Inc. References to the Debtor shall mean and
`refer to the Reorganized Debtor at any point in time after the Effective Date.
`
`“Disclosure Statement” shall mean the disclosure statement relating to the Plan,
`including, without limitation, all exhibits and schedules thereto, in the form approved by
`the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code.
`
`“Disputed Claim” shall mean:
`
`if no proof of claim relating to a Claim has been filed, a claim that is
`(a)
`listed in the Schedules as unliquidated, disputed or contingent; or
`
`if a proof of claim relating to a Claim has been filed, a Claim as to
`(b)
`which a timely objection or request for estimation, or request to equitably subordinate or
`otherwise limit recovery in accordance with the Bankruptcy Code and the Bankruptcy
`Rules, has been made, or which is otherwise disputed by the Chapter 11 Trustee, the
`Plan Administrator, or Debtor in accordance with applicable law, which objection,
`request for estimation, action to limit recovery or dispute has not been withdrawn or
`determined by Final Order;
`
`(c)
`
`a Claim which is a Contingent or Unliquidated Claim; or
`
`(d)
`Claim in this Plan.
`
`a Claim that is specifically identified as “disputed” or a Disputed
`
`“Disputed Claim Amount” shall mean the amount set forth in the proof of claim
`relating to a Disputed Claim, an amount estimated pursuant to an order of the
`Bankruptcy Court in respect of a Disputed Claim in accordance with Section 502(c) of
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`the Bankruptcy Code, or, for the Copyright Creditors’ Claims, the amount of their Claims
`as presently set forth in the California Court Judgment, subject to the provisions of
`Section 4.3 of this Plan.
`
`“Distribution Date” shall mean fourteen (14) days after the last day of each full
`Quarter following the Effective Date, up to and including the Final Distribution Date, or if
`the fourteenth day following the last day of any Quarter is not a Business Day, the first
`Business Day immediately thereafter.
`
`“Distribution Funds” and shall mean all funds available and required to be
`distributed to holders of Claims under this Plan.
`
`“Distribution Record Date” shall mean the Confirmation Date.
`
`“Effective Date” shall mean the date which is 30 days after the Confirmation
`Date, or if such date is not a Business Day, the next succeeding Business Day;
`provided, however, that if, as of such date, all conditions precedent to the occurrence of
`the Effective Date set forth in Section 9.1 of the Plan have not been satisfied or waived,
`then the Effective Date shall be the first Business Day immediately following the day
`upon which all such conditions have been satisfied or waived.
`
`“Employees” shall mean such persons as are employed by the Debtor as of the
`Effective Date.
`
`“Equity Interest” shall mean the interest of any holder of any stock in the Debtor,
`and any and all options, warrants and rights, contractual or otherwise, to acquire any
`such stock, as such interests exist immediately prior to the Effective Date.
`
`“Estate” shall mean the estate created in the Bankruptcy Case pursuant to
`Section 541 of the Bankruptcy Code.
`
`“Final Distribution Date” shall mean the earlier of (i) the Distribution Date
`immediately following the fourteen (14) year anniversary of the Effective Date; or (ii) the
`last Distribution Date by which the Distribution Funds owed to Allowed Claims under the
`Plan has been paid in full.
`
`“Final Order” shall mean an order or judgment which has not been reversed,
`stayed, modified or amended and as to which (i) the time to appeal or seek review or
`rehearing has expired and as to which no appeal or petition for certiorari, review or
`rehearing is pending, or (ii) if appeal, review, reargument or certiorari of the order has
`been sought, the order has been affirmed or the request for review, reargument or
`certiorari has been denied and the time to seek a further appeal, review, reargument or
`certiorari has expired, and as a result of which such order shall have become final and
`nonappealable in accordance with applicable law; provided, however, that the possibility
`that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any
`analogous rule under the Bankruptcy Rules, may be filed with respect to such order
`shall not cause such order not to be a Final Order.
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`“General Unsecured Claim” shall mean a Claim that is not a Secured Claim or
`that is not entitled to priority of payment under Section 507 of the Bankruptcy Code,
`other than the Copyright Creditors’ Claims, the Credit Holders’ Claims, and
`Convenience Claims (including, subject to their making a Convenience Claim Election,
`Claims that otherwise would have qualified as General Unsecured Claims).
`
`“Initial Distribution Date” shall mean and refer to the Distribution Date first
`occurring after the Effective Date.
`
`“Interim Distribution Date” shall mean each Distribution Date other than the Final
`Distribution Date.
`
` “Lien” shall have the meaning set forth in Section 101(37) of the Bankruptcy
`Code; except that a Lien that has been avoided in accordance with Sections 544, 545,
`546, 547, 548, 549 or 553 of the Bankruptcy Code shall not constitute a Lien.
`
`“Non-Compliant Professionals” shall mean those Persons who, in the Chapter 11
`Trustee’s judgment, subject to the ultimate determination of the Bankruptcy Court,
`should have (i) been employed as a “Professional” of the Debtor pursuant to an order of
`the Bankruptcy Court in accordance with Sections 327 or 1103 of the Bankruptcy Code,
`or (ii) sought Bankruptcy Court approval for compensation for their services to the
`Debtor pursuant to Sections 327, 328, 329, 330 and 331 of the Bankruptcy Code, but
`failed to seek such Court approval in either or both instances.
`
`“Person” shall mean any individual, corporation, partnership, joint venture,
`association, joint-stock company, trust, unincorporated association or organization,
`Governmental Unit or political subdivision thereof.
`
`“Petition Date” shall mean October 18, 2017.
`
`“Plan” shall mean this Plan of Reorganization, including, without limitation, the
`exhibits, supplements, appendices and schedules hereto, either in their present form or
`as the same may be altered, amended or modified from time to time.
`
`“Plan Administrator” shall be the Person appointed under Section 5.7 of this Plan.
`The Initial Plan Administrator shall be George B. Hofmann.
`
`“Plan Period” shall mean the period of time commencing on the Effective Date
`and ending on the Final Distribution Date. If the treatment of a particular Claim or
`creditor relates to periods of time preceding the Effective Date (including without
`limitation the use of VidAngel Subscription Credits between the Petition Date and the
`Effective Date), then the Plan Period shall commence on the Petition Date with respect
`to that particular Claim or creditor. If the treatment of a particular Claim or creditor
`relates to periods of time before or after the Final Distribution Date, then the Plan Period
`shall be completed as to that particular Claim or creditor as of the date of the final
`payment made under the Plan with respect to that particular Claim or creditor.
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`“Plan Rate” shall mean an annual rate of interest equal to the weekly average 1-
`year constant maturity Treasury yield, as published by the Board of Governors on the
`Petition Date.
`
`“Post-Effective Date Administrative Expenses” shall mean: (i) the fees and
`expenses of the Plan Administrator’s attorneys’ and other professionals; (ii) the fees and
`expenses of the attorneys and Professionals hired by the Chapter 11 Trustee or the
`Plan Administrator to represent the Chapter 11 Trustee, the Plan Administrator, the
`Debtor, the Reorganized Debtor, and the Estate (or any one of them) in the California
`Litigation, any contested matter, or any adversary proceeding arising under or related to
`this Bankruptcy Case; (iii) the fees, expenses, and costs of the Plan Administrator; and
`(iv) such Claims, fees, costs, and expenses as are approved by the Plan Administrator
`as being necessary or related to the administration of the Plan, including fees and
`expenses of professionals hired by the Reorganized Debtor, provided, however, that
`such Claims, fees, costs, and expenses shall not include those which are incurred in the
`Debtor’s ordinary course of business, as determined in the sole discretion of the Plan
`Administrator.
`
`“Preference Claims” shall mean and refer to all claims to recover a payment or
`property transferred on account of an antecedent debt, including without limitation
`claims under section 547 of the Bankruptcy Code, and claims under Utah Code Ann.
`§ 25-6-203(2) and other similar state statutes.
`
`“Pre-Appointment Administrative Expense Claim” shall mean an Administrative
`Expense Claim against the Estate under Bankruptcy Code § 503(b), arising on or after
`October 18, 2017, and on or before August 28, 2019, as described in the Trustee’s
`Motion for Order: (i) Fixing a Bar Date for Filing Applications to Allow Administrative
`Expense Claims; (ii) Approving the Form of the Bar Date Notice; and (iii) Approving the
`Mailing Procedures, found at Docket No. 375 in the Bankruptcy Case, and the Order:
`(i) Fixing a Bar Date for Filing Applications to Allow Administrative Expense Claims;
`(ii) Approving the Form of the Bar Date Notice; and (iii) Approving the Mailing
`Procedures, found at Docket No. 399 in the Bankruptcy Case.
`
`“Priority Claims” shall mean any and all Claims (or portions thereof), if any,
`entitled to priority under Section 507(a) of the Bankruptcy Code other than
`Administrative Expense Claims and Priority Tax Claims.
`
`“Priority Tax Claims” shall mean any Claim of a Governmental Unit entitled to
`priority under Section 507(a)(8) of the Bankruptcy Code.
`
` “Pro Rata” shall mean a proportionate share of the total distribution made at any
`particular time under this Plan to the holders of Allowed Claims in a Class, such that the
`ratio of the consideration distributed on account of an Allowed Claim in a Class to the
`amount of such Allowed Claim is the same as the ratio of the amount of the
`consideration distributed on account of all Allowed Claims in such Class to the total of
`all Allowed Claims in such Class.
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`“Professionals” shall mean (i) those Persons employed pursuant to an order of
`the Bankruptcy Court in accordance with Sections 327 or 1103 of the Bankruptcy Code
`and to be compensated for services pursuant to Sections 327, 328, 329, 330 and 331 of
`the Bankruptcy Code, (ii) those Persons for which compensation and reimbursement is
`allowed by the Bankruptcy Court pursuant to Section 503(b)(4) of the Bankruptcy Code;
`and (iii) post-Effective Date Professionals retained by the Plan Administrator.
`
`“Quarter” means and refers to the calendar quarters ending, respectively, on
`March 31, June 30, September 30 and December 31.
`
`“Quarterly” means on the basis of a Quarter.
`
`“Reorganized Debtor” shall mean the Debtor, as reorganized after the Effective
`Date pursuant to the terms of this Plan. Any reference to the “Debtor” that follows the
`Effective Date shall be deemed to mean the Reorganized Debtor.
`
` “Schedules” shall mean the schedules of assets and liabilities, the list of holders
`of interests and the statements of financial affairs filed by the Debtor or the Chapter 11
`Trustee under Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, as such
`schedules, lists and statements have been or may be supplemented or amended from
`time to time.
`
`“SEC” shall mean the United States Securities and Exchange Commission.
`
`“Secured Claim” shall mean any Allowed Claim that is secured by a Lien on
`Collateral to the extent of the value of such Collateral, as determined in accordance with
`Section 506(a) of the Bankruptcy Code, or, in the event that such Claim is a claim of
`setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff.
`
`“Self-Selected Viewing Service(s)” means the service(s) whereby the Debtor
`lawfully assists customers to self-select—from their own, lawfully obtained copy of
`audio-video media—what scenes, segments, or audio they will view and/or listen to and
`which they will skip, fast-forward, and/or mute.
`
`“VidAngel Subscription Credits” means any credit(s) that any Credit Holder has
`as of the Effective Date that can be used for VidAngel’s Self-Selected Viewing Service.
`
`“Voting Deadline” shall mean the deadline set by the Bankruptcy Court for voting
`on the Plan.
`
`ARTICLE II
`
`TREATMENT OF ALLOWED ADMINISTRATIVE EXPENSE CLAIMS AND ALLOWED
`PRIORITY TAX CLAIMS
`
`2.1 Non-Classification. As provided in Section 1123(a)(1) of the Bankruptcy
`Code, Administrative Expense Claims and Priority Tax Claims are not classified for the
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`purposes of voting on, or receiving distributions under, the Plan. All such Claims are
`instead treated separately in accordance with the terms in this Article II.
`
`2.2 Administrative Expense Claims.
`
`Bar Date. All applications for allowance of Administrative Expense
`(a)
`Claims other than (a) fees and expenses of Professionals Allowed pursuant to an Order
`of the Bankruptcy Court, (b) fees and charges assessed against the Estate pursuant to
`28 U.S.C. § 1930, and (c) Pre-Appointment Administrative Expense Claims, shall be
`filed not later than thirty (30) days after the Effective Date. All Administrative Expense
`Claims not filed within thirty days after the Effective Date shall be barred. The deadline
`in the preceding sentence shall be construed and have the same force and effect as a
`statute of limitations. The Reorganized Debtor shall provide notice to all creditors listed
`on the mailing matrix of this bar date within ten days after the Effective Date. The
`Bankruptcy Court shall determine all Administrative Expense Claims. This clause is not
`intended, and shall not be construed, to set a bar date for Post-Effective Date
`Administrative Expenses, which will be paid by the Reorganized Debtor as set forth in
`Section 2.2(d)(2) of this Plan.
`
`(b) General. Except as otherwise agreed to by the Chapter 11 Trustee
`and the holder of an Allowed Administrative Expense Claim, and subject to Section
`2.2(c) below, each such holder shall be paid in full in Cash on the later of (i) the date
`such Allowed Administrative Expense Claim becomes due in accordance with its terms,
`and (ii) the Effective Date. If the Chapter 11 Trustee, the Plan Administrator, or their
`successor(s) or assign(s) dispute any portion of an Administrative Expense Claim, the
`Reorganized Debtor shall pay such Claim within 30 days after the entry of a Final Order
`with respect to the allowance of such disputed Administrative Expense Claim.
`
`U.S. Trustee’s Fees. The United States Trustee’s quarterly fees
`(c)
`shall be paid in full without prior approval pursuant to 28 U.S.C. § 1930.
`
`(d)
`
`Professional Compensation and Expense Reimbursement Claims.
`
`Each Professional shall file a final application for the
`(1)
`allowance of compensation for services rendered or reimbursement of expenses
`incurred through and including the Effective Date within thirty (30) days after the
`Effective Date. Any award granted by the Bankruptcy Court shall be paid (i) within
`fifteen days of the entry of the order of the Bankruptcy Court approving such award,
`unless a stay is obtained, or (ii) upon such other terms as may be mutually agreed upon
`between such holder of an Allowed Administrative Expense Claim and the Plan
`Administrator.
`
`All Post-Effective Date Administrative Expenses shall be
`(2)
`
`
`paid by the Reorganized Debtor upon receipt of reasonably detailed invoices therefor in
`such amounts and on such terms as such Professional and the Plan Administrator may
`
`{00471305.DOC / 6}
`
`11
`
`

`

`Case 17-29073 Doc 579 Filed 03/05/20 Entered 03/05/20 13:49:33 Desc Main
`Document Page 12 of 36(cid:9)
`
`
`
`agree, without the need for further Bankruptcy Court authorization or entry of a Final
`Order.
`
`2.3 Priority Tax Claims.
`
`At the sole election of the Plan Administrator, each holder of an Allowed Priority
`Tax Claim shall be paid either (i) upon such terms as may be agreed to between the
`Debtor and such holder of an Allowed Priority Tax Claim, (ii) in full in Cash on the later
`of the Effective Date or the date that such Allowed Priority Tax Claim would have been
`due if the Bankruptcy Case had not been commenced, or (iii) in four Quarterly Cash
`payments, commencing on the Initial Distribution Date, and concluding on the fourth
`Interim Distribution Date, in an amount equal to the amount of such Allowed Priority
`Tax Claim, plus interest at the rate prescribed by Bankruptcy Code § 511.
`
`ARTICLE III
`
`CLASSIFICATION OF CLAIMS
`
`Claims, other than Administrative Expense Claims and Priority Tax Claims, shall
`be classified for all purposes, including voting on, confirmation of, and distribution
`pursuant to the Plan, as follows:
`
`Class 1 – Priority Claims. Class 1 shall consist of all Allowed Priority Claims
`against the Debtor, other than Priority Tax Claims.
`
`Class 2 – General Unsecured Claims. Class 2 shall consist of all Allowed
`General Unsecured Claims against the Debtor except for the Copyright Creditors’
`Claims, the Credit Holders’ Claims, and Convenience Claims (including without
`limitation Claims of holders who make Convenience Class Election).
`
`Class 3 – Copyright Creditors’ Claims. Class 3 shall consist of all Copyright
`Creditors’ Claims against the Reorganized Debtor. Although such Claims shall be
`deemed “Allowed” for the purpose of voting on the Plan and receiving distributions as
`set forth in Section 4.3 of this Plan, the amounts of such Claims as set forth in the
`California Court Judgment shall remain Disputed Claim Amounts, subject to the
`reservation of rights set forth in Section 4.3 of this Plan.
`
`Class 4 – Credit Holders’ Claims. Class 4 shall consist of all Allowed Credit
`Holders’ Claims.
`
`Class 5 – Equity Interests in the Debtor. Class 5 shall consist of all Equity
`In