Free PDF - Missouri

MOW 3016-3.1 (05/07)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MISSOURI IN RE: Debtor(s). ) ) )

Case No.

Small Business Case under Chapter 11 [NAME OF PLAN PROPONENT'S COMBINED PLAN AND DISCLOSURE STATEMENT, DATED [INSERT DATE] Table of Contents [INSERT]

I.

INTRODUCTION

This is the combined Plan and Disclosure Statement (for ease of reference, the combined Plan and Disclosure Statement will be referred to as the "Plan") in the small business chapter 11 case of ______________ (the "Debtor"). This Plan is filed under chapter 11 of the Bankruptcy Code (the "Code") and proposes to pay creditors of the Debtor from [specify sources of payment, such as an infusion of capital, loan proceeds, sale of assets, cash flow from operations, or future income]. This Plan provides for __________ classes of secured claims; _________ classes of unsecured claims; and ___________ classes of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately ______ cents on the dollar. The proposed distributions are discussed at pages ____ of this Plan. This Plan also provides for the payment of administrative and priority claims. All creditors and equity security holders should refer to Articles ___ through ___ of this Plan for information regarding the precise treatment of their claims. This Plan also provides detailed information regarding the terms for payment of the Debtor's creditors and other information designed to assist creditors and equity security holders in determining whether to accept the Plan. Your rights may be affected. You should read these papers carefully and discuss them with your attorney, if you have one. (If you do not have an attorney, you may wish to consult one.) A. Purpose of This Document

This Plan describes: · The Debtor and significant events during the bankruptcy case. · Historical information regarding the Debtor and the events leading to its bankruptcy filing. · How the Plan proposes to treat claims or equity interests of the type you hold (i.e., what you will receive on your claim or equity interest if the Plan is confirmed). · Who can vote on or object to the Plan. · What factors the Bankruptcy Court (the "Court") will consider when deciding whether to confirm the Plan. · Why [the Proponent] believes the Plan is feasible, and how the treatment of your claim or equity interest under the Plan compares to what you would receive on your claim or equity interest in liquidation.

· The effect of confirmation of the Plan. B. Deadlines for Voting and Objecting; Date of Plan Confirmation Hearing

The Court has not yet confirmed the Plan. This section describes the procedures under which the Plan will or will not be confirmed. 1. Time and Place of the Hearing to Confirm the Plan/Approve Adequate of Disclosure Statement The hearing at which the Court will consider confirmation of the Plan and determination of the adequacy of disclosure set forth in the Plan will take place on [insert date], at [insert time], in Courtroom ____, at the [Insert Courthouse Name, and Full Court Address, City, State, Zip Code]. 2. Deadline For Voting to Accept or Reject the Plan If you are entitled to vote to accept or reject the Plan, vote on the enclosed ballot and return the ballot in the enclosed envelope to [insert address]. See section IX.B. below for a discussion of voting eligibility requirements. Your ballot must be received by [insert date] or it will not be counted. 3. Deadline For Objecting to the Adequacy of Disclosure and Confirmation of the Plan Objections to the adequacy of the disclosures stated in this Plan and to confirmation of the Plan must be filed with the Court and served upon [insert entities] by [insert date]. 4. Identity of Person to Contact for More Information If you want additional information about the Plan, you should contact [insert name and address of representative of Plan proponent]. II. BACKGROUND

A. Description and History of the Debtor's Business The Debtor is a [corporation, partnership, etc.]. Since [insert year operations commenced], the Debtor has been in the business of __________ [Describe the Debtor's business]. B. Insiders of the Debtor [Insert a detailed list of the names of Debtor's insiders as defined in Code §101(31) and an explanation of their relationships to the Debtor. For each insider, list all compensation paid by the Debtor or its affiliates to that person or entity during the two years prior to the commencement of the Debtor's bankruptcy case, as well as compensation paid during the pendency of this chapter 11 case.] C. Management of the Debtor Before and During the Bankruptcy During the two years before the Debtor's bankruptcy petition was filed, the officers, directors, managers or other persons in control of the Debtor (collectively, the "Managers") were [List the Managers of the Debtor prior to the petition date]. The Managers of the Debtor during the Debtor's chapter 11 case have been: [List Managers of the Debtor during the Debtor's chapter 11 case.] D. Events Leading to the Debtor's Chapter 11 Filing [Describe the events that led to the commencement of the Debtor's bankruptcy case.] E. Significant Events During the Bankruptcy Case [Describe significant events during the Debtor's bankruptcy case:

· · ·

· · F.

Describe any asset sales outside the ordinary course of business, debtor in possession financing, or cash collateral orders. Identify the professionals approved by the court. Describe any adversary proceedings that have been filed or other significant litigation that has occurred (including contested claim disallowance proceedings), and any other significant legal or administrative proceedings that are pending or have been pending during the case in a forum other than the Court. Describe any steps taken to improve operations and profitability of the Debtor. Describe other events as appropriate.] Projected Recovery of Avoidable Transfers [Choose the option that applies]

[Option 1 -- If the Debtor does not intend to pursue avoidance actions] The Debtor does not intend to pursue preference, fraudulent conveyance, or other avoidance actions. [Option 2 -- If the Debtor intends to pursue avoidance actions] The Debtor estimates that up to $_________________ may be realized from the recovery of fraudulent, preferential or other avoidable transfers. While the results of litigation cannot be predicted with certainty and it is possible that other causes of action may be identified, the following is a summary of the preference, fraudulent conveyance and other avoidance actions filed or expected to be filed in this case: Transaction Defendant Amount Claimed

[Option 3 -- If the Debtor does not yet know whether it intends to pursue avoidance actions] The Debtor has not yet completed its investigation with regard to prepetition transactions. If you received a payment or other transfer within 90 days of the bankruptcy or other transfer avoidable under the Code, the Debtor may seek to avoid such transfer. G. Claims Objections Except to the extent that a claim is already allowed pursuant to a final non-appealable order, the Debtor reserves the right to object to claims. Therefore, even if your claim is allowed for voting purposes, you may not be entitled to a distribution if an objection to your claim is later upheld. The procedures for resolving disputed claims are stated in Article ___ of the Plan. H. Current and Historical Financial Conditions The identity and fair market value of the estate's assets are listed in Exhibit A. [Identify source and basis of valuation.] The Debtor's most recent financial statements [if any] issued before bankruptcy, each of which was filed with the Court, are set forth in Exhibit B. A summary of the Debtor's periodic operating reports filed since the commencement of the Debtor's bankruptcy case is set forth in Exhibit D. III. THE PLAN OF REORGANIZATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS A. What is the Purpose of the Plan of Reorganization? As required by the Code, the Plan places claims and equity interests in various classes and describes the treatment each class will receive. The Plan also states whether each class of claims or equity interests is impaired or unimpaired. If the Plan is confirmed, your recovery will be

limited to the amount provided by the Plan. B. Explanation of Classes of Claims and Equity Interests 1. Classes of Secured Claims Allowed Secured Claims are claims secured by property of the Debtor's bankruptcy estate (or that are subject to setoff) to the extent allowed as secured claims under Code § 506. If the value of the collateral or setoffs securing the creditor's claim is less than the amount of the creditor's allowed claim, the deficiency will [be classified as a general unsecured claim]. 2. Classes of Priority Unsecured Claims Certain priority claims that are referred to in Code §§ 507(a)(1), (4), (5), (6), and (7) are required to be placed in classes. The Code requires that each holder of such a claim receive cash on the effective date of the Plan equal to the allowed amount of such claim. However, a class of holders of such claims may vote to accept different treatment. 3. Class[es]of General Unsecured Claims General unsecured claims are not secured by property of the estate and are not entitled to priority under Code § 507(a). [Insert description of § 1122(b) convenience class if applicable.] 4. Class[es] of Equity Interest Holders Equity interest holders are parties who hold an ownership interest (i.e., equity interest) in the Debtor. In a corporation, entities holding preferred or common stock are equity interest holders. In a partnership, equity interest holders include both general and limited partners. In a limited liability company ("LLC"), the equity interest holders are the members. Finally, with respect to an individual who is a debtor, the Debtor is the equity interest holder. C. Overview - Treatment of Claims and Interests under Plan Claims and interests are treated as follows under this Plan: Class Impairment [State whether Class 1 ­ Priority Claims impaired or unimpaired.] Treatment [Insert treatment of priority claims in this Class, including the form, amount and timing of distribution, if any. For example: "Class I is unimpaired by this Plan, and each holder of a Class I Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan as defined in Article VII, or the date on which such claim is allowed by a final non appealable order. Except:_______________."] [Insert treatment of secured claim in this Class, including the form, amount and timing of distribution, if any.] [Add class[es] of secured claims if applicable] [State whether impaired or unimpaired.] [Insert treatment of unsecured creditors in this Class, including the form, amount and timing of distribution, if any.]

Class 2 ­ Secured Claim of [Insert name of secured creditor.] Class 3 ­ General Unsecured Creditors

[State whether impaired or unimpaired.]

[Add administrative convenience class if applicable] Class 4 ­ Equity Security Holders of the Debtor [State whether impaired or unimpaired.] [Insert treatment of equity security holders in this Class, including the form, amount and timing of distribution, if any.]

D. Treatment of Unclassified Claims Certain types of claims are automatically entitled to specific treatment under the Code. They are not considered impaired, and holders of such claims do not vote on the Plan. They may, however, object if, in their view, their treatment under the Plan does not comply with that required by the Code. Accordingly, the Plan Proponent has not placed the following claims in any class: 1. Administrative Expenses Administrative expenses are costs or expenses of administering the Debtor's chapter 11 case which are allowed under Code § 507(a)(2). Administrative expenses also include the value of any goods sold to the Debtor in the ordinary course of business and received within 20 days before the date of the bankruptcy petition. The Code requires that each administrative expense claim be paid on the effective date of the Plan, unless the holder of the claim agrees to a different treatment. As reflected below, each holder of an administrative expense claim allowed under Code § 503 [, and a "gap" claim in an involuntary case allowed under Code § 502(f),] will be paid in full on the effective date of this Plan, in cash, or upon such other terms as may be agreed upon by the holder of the claim and the Debtor. The following chart lists the Debtor's estimated administrative expenses and their treatment under this Plan: Proposed Treatment Type Estimated Amount Owed Paid in full on the effective Expenses Arising in the date of the Plan, or Ordinary Course of according to terms of Business After the Petition Date obligation if later The Value of Goods Received in the Ordinary Course of Business Within 20 Days Before the Petition Date Professional Fees, as approved by the Court Paid in full on the effective date of the Plan, or according to terms of obligation if later Paid in full on the effective date of the Plan, or according to separate written agreement, or according to court order if such fees have not been approved by the Court on the effective date of the Plan Paid in full on the effective date of the Plan

Clerk's Office Fees

Other administrative expenses

Office of the U.S. Trustee Fees TOTAL 2. Priority Tax Claims

Paid in full on the effective date of the Planor according to separate written agreement Paid in full on the effective date of the Plan

Priority tax claims are unsecured income, employment, and other taxes described by Code § 507(a)(8). Unless the holder of such a § 507(a)(8) priority tax claim agrees otherwise, it must receive the present value of such claim, in regular installments paid over a period not exceeding 5 years from the order of relief. The following chart lists the Debtor's estimated § 507(a)(8) priority tax claims and their proposed treatment under the Plan: Description (name and type of tax) Estimated Amount Owed Date of Assessment Treatment

Pmt interval = [Monthly] payment = Begin date = End date = Interest Rate % = Total Payout Amount =$

E.

Treatment of Classified Claims and Interests.

1. Class 1: Priority Claims. All allowed claims entitled to priority under Code § 507 (except administrative expense claims under § 507(a)(2), ["gap" period claims in an involuntary case under § 507(a)(3),] and priority tax claims under Code § 507(a)(8)) will be paid as follows [insert treatment of claims]. 2. Class 2: Secured Claim of [insert name of secured creditor]. The claim of _______________________, to the extent allowed as a secured claim under Code § 506 will be paid as follows [insert treatment of claim]. [Add other classes of secured creditors, if any. Note: Code § 1129(a)(9)(D) provides that a secured tax claim which would otherwise meet the description of a priority tax claim under Code § 507(a)(8) is to be paid in the same manner and over the same period as prescribed in § 507(a)(8).] 3. Class 3: All Unsecured Claims Allowed Under Code § 502. Unsecured claims allowed under Code § 502 (other than Class 1 Priority Claims) will be paid as follows [insert treatment of claim]. [Add other classes of unsecured claims, if any.] 4. Class 4: Equity Interests in the Debtor. Equity interests will be paid as follows [insert treatment of equity interests].

[If the Debtor is an individual ­"The interests of the individual Debtor in property of the estate."] F. TREATMENT OF U.S. TRUSTEE FEES

All fees required to be paid by 28 U.S.C. § 1930(a)(6) (U.S. Trustee Fees) will accrue and be timely paid until the case is closed, dismissed, or converted to another chapter of the Code. Any U.S. Trustee Fees owed on or before the effective date of this Plan will be paid on the effective date. IV. ALLOWANCE AND DISALLOWANCE OF CLAIMS

A. Disputed Claims A disputed claim is a claim that has not been allowed or disallowed [by a final non-appealable order], and as to which either: (i) a proof of claim has been filed or deemed filed, and the Debtor or another party in interest has filed an objection; or (ii) no proof of claim has been filed, and the Debtor has scheduled such claim as disputed, contingent, or liquidated. No distribution will be made on account of a disputed claim unless such claim is allowed [by a final non-appealable order]. B. Settlement of Disputed Claims The Debtor will have the power and authority to settle and compromise a disputed claim with court approval and compliance with Rule 9019 of the Federal Rules of Bankruptcy Procedure. V. PROVISIONS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumed Executory Contracts and Unexpired Leases The Debtor assumes the following executory contracts and/or unexpired leases effective upon the [Insert "effective date of this Plan," "the date of the entry of the order confirming this Plan," or other applicable date]: [List assumed executory contracts and/or unexpired leases.] Assumption means that the Debtor has elected to continue to perform the obligations under such executory contracts and unexpired leases, and to cure defaults of the type that must be cured under the Code, if any. Exhibit C also lists how the Debtor will cure and compensate the other party to such contract or lease for any such defaults. If you object to the assumption of your unexpired lease or executory contract, the proposed cure of any defaults, or the adequacy of assurance of performance, you must file and serve your objection to the Plan within the deadline for objecting to the confirmation of the Plan, unless the Court has set an earlier time. B. Rejected Executory Contracts and Unexpired Leases The Debtor will be conclusively deemed to have rejected all executory contracts and unexpired leases that (a) are not expressly assumed under section V.A. of this Plan or (b) were not assumed under a separate motion before the effective date of this Plan. A proof of a claim arising from the rejection of an executory contract or unexpired lease under section V.A. of this Plan must be filed no later than thirty days after the effective date of this Plan. Any claim based on the rejection of a contract or lease will be barred if the proof of claim is not timely filed, unless the Court orders otherwise. All executory contracts and unexpired leases that are not listed as being assumed will be rejected under the Plan. Consult your adviser or attorney for more specific information about particular contracts or leases. If you object to the rejection of your contract or lease, you must file and

serve your objection to the Plan within the deadline for objecting to the confirmation of the Plan. VI. GENERAL PROVISIONS

A. Definitions and Rules of Construction The definitions and rules of construction stated in Code §§ 101 and 102 apply when terms defined or construed in the Code are used in this Plan, and they are supplemented by the following definitions: [Insert additional definitions if necessary]. B. Effective Date of Plan The effective date of this Plan is the eleventh business day following the date of the entry of the order of confirmation. But if a stay of the confirmation order is in effect on that date, the effective date will be the first business day after that date on which no stay of the confirmation order is in effect, unless the confirmation order has been vacated. C. Severability If any provision in this Plan is determined to be unenforceable, the determination will in no way limit or affect the enforceability and operative effect of any other provision of this Plan. D. Binding Effect The rights and obligations of any entity named or referred to in this Plan will be binding upon and will inure to the benefit of the successors or assigns of such entity. E. Captions The headings contained in this Plan are for convenience of reference only and do not affect the meaning or interpretation of this Plan. F. Corporate Governance If the Debtor is a corporation include provisions required by Code § 1123(a)(6). VII. OTHER PROVISIONS [Insert other provisions, as applicable.] VIII. MEANS OF IMPLEMENTING THE PLAN A. Source of Payments Payments and distributions under the Plan will be funded by the following: [Describe the source of funds for payments under the Plan.] B. Post-Confirmation Management The Post-Confirmation Managers of the Debtor, and their compensation, will be as follows: Name Affiliations Insider (yes or Position Compensation no)

C. Risk Factors The proposed Plan has the following risks: [List all risk factors that might affect the Debtor's ability to make payments and other distributions required under the Plan.]

D. Tax Consequences of Plan Creditors and equity interest holders concerned with how the Plan may affect their tax liability should consult with their accountants, attorneys, or advisors. The following are the anticipated tax consequences of the Plan: [List the following general consequences as a minimum: (1) Tax consequences to the Debtor of the Plan; (2) General tax consequences on creditors of any discharge, and the general tax consequences of receipt of Plan consideration after confirmation.) IX. CONFIRMATION REQUIREMENTS AND PROCEDURES

A. Overview of Requirements To be confirmable, the Plan must meet the requirements listed in Code §§ 1129(a) or (b). These include the requirements that: the Plan must be proposed in good faith; at least one impaired class of claims must accept the plan, without counting votes of insiders; the Plan must distribute to each creditor and equity interest holder at least as much as the creditor or equity interest holder would receive in a chapter 7 liquidation case, unless the creditor or equity interest holder votes to accept the Plan; and the Plan must be feasible. These requirements are not the only requirements listed in Code § 1129, and they are not the only requirements for confirmation. B. Who May Vote or Object Any party in interest may object to the confirmation of the Plan if the party believes that the requirements for confirmation are not met. Many parties in interest, however, are not entitled to vote to accept or reject the Plan. A creditor or equity interest holder has a right to vote for or against the Plan only if that creditor or equity interest holder has a claim or equity interest that is both (1) allowed or allowed for voting purposes and (2) impaired. C. What Is an Allowed Claim or an Allowed Equity Interest? Only a creditor or equity interest holder with an allowed claim or an allowed equity interest has the right to vote on the Plan. Generally, a claim or equity interest is allowed if either (l) the Debtor has scheduled the claim on the Debtor's schedules, unless the claim has been scheduled as disputed, contingent, or unliquidated, or (2) the creditor has filed a proof of claim or equity interest, unless an objection has been filed to such proof of claim or equity interest. When a claim or equity interest is not allowed, the creditor or equity interest holder holding the claim or equity interest cannot vote unless the Court overrules the objection or allows the claim or equity interest for voting purposes under Rule 3018(a) of the Federal Rules of Bankruptcy Procedure. The deadline for filing a proof of claim in this case was_________. [If applicable -- The deadline for filing objections to claims is _________.] D. What Is an Impaired Claim or Impaired Equity Interest? As noted above, the holder of an allowed claim or equity interest has the right to vote only if it is in a class that is impaired under the Plan. As provided in Code § 1124, a class is considered impaired if the Plan alters the legal, equitable, or contractual rights of the members of that class. E. Who is Not Entitled to Vote The following types of creditors and equity interest holders are not entitled to vote: 1. Holders of Claims and equity interests that have been disallowed by an order of the Court. 2. Holders of other claims or equity interests that are not "allowed claims" or "allowed equity interests" (as discussed above), unless they have been "allowed" for voting purposes. 3. Holders of claims or equity interests in unimpaired classes. 4. Holders of claims entitled to priority pursuant to Code §§ 507(a)(2), (a)(3), and (a)(8). 5. Holders of claims or equity interests in classes that do not receive or retain any value under the

Plan. 6. Holders of administrative expenses. Even if you are not entitled to vote on the plan, you have a right to object to the confirmation of the plan. F. Who Can Vote in More Than One Class A creditor whose claim has been allowed in part as a secured claim and in part as an unsecured claim or who otherwise hold claims in multiple classes, is entitled to accept or reject a Plan in each capacity, and should cast one ballot for each claim. G. Votes Necessary to Confirm the Plan If impaired classes exists, the Court cannot confirm the Plan unless (1) at least one impaired class of creditors has accepted the Plan without counting the votes of any insiders within that class, and (2) all impaired classes have voted to accept the Plan, unless the Plan is eligible to be confirmed by "cram down" on non-accepting classes, as discussed below in section G.2. 1. Votes Necessary for a Class to Accept the Plan A class of claims accepts the Plan if both of the following occur: (1) the holders of more than one-half of the allowed claims in the class, who vote, cast their votes to accept the Plan, and (2) the holders of at least two-thirds in dollar amount of the allowed claims in the class, who vote, cast their votes to accept the Plan. A class of equity interests accepts the Plan if the holders of at least two-thirds in amount of the allowed equity interests in the class, who vote, cast their votes to accept the Plan. 2. Treatment of Nonaccepting Classes Even if one or more impaired classes reject the Plan, the Court may nonetheless confirm the Plan if the nonaccepting classes are treated in the manner prescribed by Code § 1129(b). A Plan that binds nonaccepting classes is commonly referred to as a "cram down" plan. The Code allows the Plan to bind nonaccepting classes of claims or equity interests if it meets all the requirements for consensual confirmation except the voting requirements of Code § 1129(a)(8), does not "discriminate unfairly," and is "fair and equitable" toward each impaired class that has not voted to accept the Plan. You should consult your own attorney if a "cramdown" confirmation will affect your claim or equity interest, as the variations on this general rule are numerous and complex. H. Liquidation Analysis To confirm the Plan, the Court must find that all creditors and equity interest holders who do not accept the Plan will receive at least as much under the Plan as such claim and equity interest holders would receive in a chapter 7 liquidation. A liquidation analysis is attached to this Disclosure Statement as Exhibit E.I. Feasibility The Court must find that confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtor or any successor to the Debtor, unless such liquidation or reorganization is proposed in the Plan.J.Ability to Initially Fund Plan The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Tables showing the amount of cash on hand on the effective date of the Plan, and the sources of that cash are attached to as Exhibit F. K. Ability to Make Future Plan Payments And Operate Without Further Reorganization The Plan Proponent must also show that it will have enough cash over the life of the Plan to make

the required Plan payments. The Plan Proponent has provided projected financial information. Those projections are listed in Exhibit G. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $_______. The final Plan payment is expected to be paid on _________. [Summarize the numerical projections, and highlight any assumptions that are not in accord with past experience. Explain why such assumptions should now be made.] You should consult with your accountant or other financial advisor if you have any questions pertaining to these projections. X. EFFECT OF CONFIRMATION OF PLAN

A. Discharge [If the Debtor is not entitled to discharge under 11| U.S.C. § 1141(d)(3) change this heading to "NO DISCHARGE OF DEBTOR."] [Option l - If Debtor is an individual and § 1141(d)(3) is not applicable] Confirmation of this Plan does not discharge any debt provided for in this Plan until the court grants a discharge on completion of all payments under this Plan, or as otherwise provided in Code § 1141(d)(5). The Debtor will not be discharged from any debt excepted from discharge under Code § 523, except as provided in Rule 4007(c) of the Federal Rules of Bankruptcy Procedure. [Option 2--If the Debtor is a partnership and Code § 1141(d)(3) is not applicable] On the confirmation date of this Plan, the debtor will be discharged from any debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to the extent specified in Code § 1141(d)(1)(A). The Debtor will not be discharged from any debt imposed by this Plan. [Option 3--If the Debtor is a corporation and Code § 1141(d)(3) is not applicable] On the confirmation date of this Plan, the debtor will be discharged from any debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to the extent specified in Code § 1141(d)(1)(A), except that the Debtor will not be discharged of any debt: (i) imposed by this Plan; (ii) of a kind specified in Code § 1141(d)(6)(A) if a timely complaint was filed in accordance with Rule 4007(c) of the Federal Rules of Bankruptcy Procedure; or (iii) of a kind specified in Code § 1141(d)(b)(8). [Option 4 -- If § 1141(d)(3) is applicable] In accordance with Code § 1141(d)(3), the Debtor will not receive any discharge of debt in this bankruptcy case. B. Modification of Plan The Plan Proponent may modify the Plan at any time before confirmation of the Plan. However, the Court may require a new disclosure statement and/or revoting on the Plan. [If the Debtor is not an individual, add the following: "The Plan Proponent may also seek to modify the Plan at any time after confirmation only if (1) the Plan has not been substantially consummated and (2) the Court authorizes the proposed modifications after notice and a hearing."] [If the Debtor is an individual, add the following: "Upon request of the Debtor, the United States trustee, or the holder of an allowed unsecured claim, the Plan may be modified at any time after confirmation of the Plan but before the completion of payments under the Plan, to (1) increase or reduce the amount of payments under the Plan on claims of a particular class, (2) extend or reduce

the time period for such payments, or (3) alter the amount of distribution to a creditor whose claim is provided for by the Plan to the extent necessary to take account of any payment of the claim made other than under the Plan."] C. Final Decree Once the estate has been fully administered, as provided in Rule 3022 of the Federal Rules of Bankruptcy Procedure, the Plan Proponent, or such other party as the Court shall designate in the Plan Confirmation Order, shall file a motion with the Court to obtain a final decree to close the case. Alternatively, the Court may enter such a final decree on its own motion. _____________________________________________ [Signature of the Plan Proponent] _____________________________________________ [Signature of the Attorney for the Plan Proponent]

Instructions: Complete all parts of the form, include Exhibits A-G on the following pages, and file with the Court ECF Event: Bankruptcy>Plan>Chapter 11 Small Business Plan & Disclosure Statement

EXHIBITS

Exhibit A ­ Identity and Value of Material Assets of Debtor Exhibit B ­ Prepetition Financial Statements(to be taken from those filed with the court) Exhibit C ­ Cure Proposals for Executory Contracts and Unexpired Leases to be Assumed Exhibit D ­ Summary of Postpetition Operating Reports

Exhibit E -- Liquidation Analysis Plan Proponent's Estimated Liquidation Value of Assets Assets a. b. c. d. e. f. g. h. I j. k.

Cash on hand $ Accounts receivable $ Inventory $ Office furniture & equipment $ Machinery & equipment $ Automobiles $ Building & Land $ Customer list $ Investment property (such as stocks, bonds or other $ financial assets) Lawsuits or other claims against third-parties $ Other intangibles (such as avoiding powers actions) $ Total Assets at Liquidation Value $

Less: Secured creditors' recoveries Less: Chapter 7 trustee fees and expenses Less: Chapter 11 administrative expenses Less: Priority claims, excluding administrative expense claims [Less: Debtor's claimed exemptions] (1) (2) Balance for unsecured claims Total dollar amount of unsecured claims

$ $ $ $ $

Percentage of Claims Which Unsecured Creditors Would Receive Or Retain in a Chapter 7 Liquidation: Percentage of Claims Which Unsecured Creditors Will Retain under the Plan:

$

___% [Divide (1) by (2)] Receive or ___%

Exhibit F -- Cash on hand on the effective date of the Plan Cash on hand on effective date of the Plan: Less Amount of administrative expenses payable on effective date of the Plan Amount of statutory costs and charges Amount of cure payments for executory contracts Other PlanPayments due on effective date of the Plan $

-

Balance after paying these amounts ......... $ The sources of the cash Debtor will have on hand by the effective date of the Planare estimated as follows: $ + Cash in Debtor's bank account now Additional cash Debtor will accumulate from net earnings between now and effective date of the Plan[state the basis for such projections] Borrowing [separately state terms of repayment] Capital Contributions Other Total [This number should match "cash on hand" figure noted above

+ + + $

Exhibit G ­ Projections of Cash Flow and Earnings for Post-Confirmation Period