This document is an amended plan of reorganization filed in the United States Bankruptcy Court for LodgeNet Interactive Corporation and its affiliates, who are debtors in Chapter 11 bankruptcy cases. The plan proposes reorganizing the debtors' capital structure and financial obligations under Chapter 11 of the Bankruptcy Code. It defines key terms used in the plan and establishes classes of claims and interests to determine how prepetition obligations will be treated under the plan.
This document is an affidavit from Mark Weinsten in support of LodgeNet Interactive Corporation filing for Chapter 11 bankruptcy and the relief sought in various first day motions. It provides background on LodgeNet's financial difficulties and proposed restructuring, including a $60 million investment from Colony Capital in exchange for 100% ownership of reorganized LodgeNet under a prepackaged Chapter 11 plan that has already received creditor support. The affidavit also summarizes various motions seeking court approval of procedures to allow LodgeNet to continue operating in bankruptcy with minimal disruption.
A charge is a security interest created over land to secure repayment of a debt. It does not involve transferring ownership of the land, unlike a mortgage. Key aspects of a charge include the parties (chargor as landowner/borrower and chargee as lender), creation through execution and registration of charge documents, and remedies available to the chargee such as auction if the chargor defaults. An equitable/unregistered charge may also exist through possession of title documents by the lender, though it is not as strong an interest as a registered statutory charge.
The Alleged Debtors filed a motion requesting the court's permission to file an unredacted version of their Motion to Transfer Venue under seal. They argue the unredacted version contains sensitive commercial information regarding their financial condition and restructuring negotiations that could harm their business if disclosed publicly. The Alleged Debtors state they have publicly filed a redacted version, and the unredacted version would only be available to the court and specific receiving parties subject to confidentiality restrictions. They believe this balancing of interests appropriately protects their sensitive information while still allowing for consideration of the merits of their transfer motion.
2009.08.07 nance sued by Introgen debtors for excessive expendituresHindenburg Research
The Debtors are seeking to recover payments made to David G. Nance, the former CEO and President of the Debtors, totaling over $669,000. The Debtors allege the payments made within two years prior to filing for bankruptcy (totaling over $427,000) and between 2004-2008 (totaling over $669,000) were fraudulent transfers under bankruptcy law and state law. Additionally, the Debtors allege Nance wasted corporate assets and engaged in self-dealing through his unnecessary and extravagant expenditures. The Debtors are seeking repayment of the fraudulent transfers, damages, attorney's fees, and interest.
This document discusses security dealings recognized under the National Land Code 1965 (NLC), specifically charges or Torrens charges. It defines a charge as a security transaction where a registered landowner uses their land as collateral for a loan. If the borrower defaults, the lender can foreclose and sell the land. Key requirements for creating a valid charge include using the prescribed statutory form and registering the charge at the relevant land office. The document outlines differences between charges and common law mortgages, what types of land can be charged, restrictions on charging, and requirements like amending statutory forms in annexures.
This document discusses statutory liens on land under Malaysian land law. It defines a lien as a right for a person in possession of another's property to retain it until a debt is settled. To create a lien, the registered proprietor or lessee deposits their land title or duplicate lease with the lender. This must be done with the intent to create a lien. Finally, the lien holder must lodge a caveat on the land title to perfect the lien. The caveat prevents further dealings and secures the lender's interest until the loan is repaid. Several cases are also discussed relating to requirements for establishing a valid statutory lien.
The document discusses the priority of registered charges on land under the National Land Code of Malaysia. It states that subsequent charges can be created and registered. Priority is given to the first charge registered in time. The priority of registered charges can be altered through agreement by consolidation, tacking, or postponement of charges. Consolidation involves combining multiple charges on the same land into one, tacking allows further loan advances to take priority, and postponement changes the order of priority between charges. Specific procedures and conditions outlined in the National Land Code must be followed to validly consolidate, tack, or postpone charges.
This document is an affidavit from Mark Weinsten in support of LodgeNet Interactive Corporation filing for Chapter 11 bankruptcy and the relief sought in various first day motions. It provides background on LodgeNet's financial difficulties and proposed restructuring, including a $60 million investment from Colony Capital in exchange for 100% ownership of reorganized LodgeNet under a prepackaged Chapter 11 plan that has already received creditor support. The affidavit also summarizes various motions seeking court approval of procedures to allow LodgeNet to continue operating in bankruptcy with minimal disruption.
A charge is a security interest created over land to secure repayment of a debt. It does not involve transferring ownership of the land, unlike a mortgage. Key aspects of a charge include the parties (chargor as landowner/borrower and chargee as lender), creation through execution and registration of charge documents, and remedies available to the chargee such as auction if the chargor defaults. An equitable/unregistered charge may also exist through possession of title documents by the lender, though it is not as strong an interest as a registered statutory charge.
The Alleged Debtors filed a motion requesting the court's permission to file an unredacted version of their Motion to Transfer Venue under seal. They argue the unredacted version contains sensitive commercial information regarding their financial condition and restructuring negotiations that could harm their business if disclosed publicly. The Alleged Debtors state they have publicly filed a redacted version, and the unredacted version would only be available to the court and specific receiving parties subject to confidentiality restrictions. They believe this balancing of interests appropriately protects their sensitive information while still allowing for consideration of the merits of their transfer motion.
2009.08.07 nance sued by Introgen debtors for excessive expendituresHindenburg Research
The Debtors are seeking to recover payments made to David G. Nance, the former CEO and President of the Debtors, totaling over $669,000. The Debtors allege the payments made within two years prior to filing for bankruptcy (totaling over $427,000) and between 2004-2008 (totaling over $669,000) were fraudulent transfers under bankruptcy law and state law. Additionally, the Debtors allege Nance wasted corporate assets and engaged in self-dealing through his unnecessary and extravagant expenditures. The Debtors are seeking repayment of the fraudulent transfers, damages, attorney's fees, and interest.
This document discusses security dealings recognized under the National Land Code 1965 (NLC), specifically charges or Torrens charges. It defines a charge as a security transaction where a registered landowner uses their land as collateral for a loan. If the borrower defaults, the lender can foreclose and sell the land. Key requirements for creating a valid charge include using the prescribed statutory form and registering the charge at the relevant land office. The document outlines differences between charges and common law mortgages, what types of land can be charged, restrictions on charging, and requirements like amending statutory forms in annexures.
This document discusses statutory liens on land under Malaysian land law. It defines a lien as a right for a person in possession of another's property to retain it until a debt is settled. To create a lien, the registered proprietor or lessee deposits their land title or duplicate lease with the lender. This must be done with the intent to create a lien. Finally, the lien holder must lodge a caveat on the land title to perfect the lien. The caveat prevents further dealings and secures the lender's interest until the loan is repaid. Several cases are also discussed relating to requirements for establishing a valid statutory lien.
The document discusses the priority of registered charges on land under the National Land Code of Malaysia. It states that subsequent charges can be created and registered. Priority is given to the first charge registered in time. The priority of registered charges can be altered through agreement by consolidation, tacking, or postponement of charges. Consolidation involves combining multiple charges on the same land into one, tacking allows further loan advances to take priority, and postponement changes the order of priority between charges. Specific procedures and conditions outlined in the National Land Code must be followed to validly consolidate, tack, or postpone charges.
This document is a motion filed in a US bankruptcy court requesting permission to file an unredacted version of a response under seal. It summarizes that the response contains sensitive commercial information about the debtors' financial condition and restructuring negotiations. The debtors argue the information could harm ongoing negotiations and business operations if disclosed publicly. They seek to file the unredacted version under seal and make it available only to specific parties.
The document discusses security dealings under Malaysian law. It defines a security dealing as a transaction created to secure the repayment of a loan, with elements of a loan and security over real property. Land is commonly used as security due to its permanence and value. If the borrower defaults, the lender can recover the money by selling the land. The National Land Code 1965 recognizes charges and liens as security dealings. For a charge to be valid, it must satisfy requirements such as using the prescribed statutory form, registration, and securing repayment of a debt. Unregistered charges may still be enforced through equitable or statutory remedies.
This document discusses statutory liens on land under Malaysian land law. It defines a lien as a right for a person in possession of someone else's property to retain that property until a debt is paid. A lien can be created over land by depositing the land title document with a lender as security for a loan. Essential elements include the intention to create a lien, depositing the title, and lodging a caveat on the land title to notify others of the lien. The document provides examples of cases related to establishing and enforcing liens, and outlines who can create and hold liens under the National Land Code of Malaysia.
1) The bill establishes the Credit Counseling and Legal Assistance Fund to provide funding to non-profit entities that offer counseling and legal assistance to consumers regarding credit and debt collection issues.
2) The Division of Consumer Protection will administer the fund and adopt regulations for applications and eligibility.
3) The fund will consist of fees collected from collection agencies filing claims, investment earnings, and other outside sources. Fees from agencies will be $30 per filing.
The document discusses express and implied conditions in land charges under the National Land Code (NLC) of Malaysia. It outlines the fixed obligations of a chargor under section 249 of the NLC, including paying the loan, land revenue, and complying with conditions on the land. Upon default, the chargee's remedies are to sell the land by public auction or take possession. The document details the procedures for obtaining a court order for sale and conducting the public auction. It also analyzes issues around serving the proper notice of demand and the effect of failing to comply with service provisions in the NLC.
The petitioning creditors filed a motion requesting permission to file redacted versions of confidential pleadings and exhibits under seal in bankruptcy proceedings against Allied Systems Holdings, Inc. and Allied Systems, Ltd. The pleadings and exhibits contain confidential commercial information from credit agreements. The motion argues that public disclosure of this confidential information would violate the credit agreements.
This document provides an introduction to Land Law I, including:
- A historical background of land laws in Malaysia from 1911 onwards.
- An overview of the key differences between the English title deeds system and the Torrens system of land registration that was implemented in Malaysia.
- A discussion of concepts relevant to land law like ownership, title, interests, and dealings.
- An analysis of the applicability of English doctrines of equity relating to land in Malaysia and how this has been interpreted judicially.
- An outline of provisions in statutes like the National Land Code, Civil Law Act, and Specific Relief Act that are important for understanding land law in Malaysia.
This document summarizes key provisions related to land charges under the National Land Code of Malaysia. It discusses the fixed obligations of a chargor, the remedies available to a chargee upon default of a charge (sale or possession of the land), and the procedures for obtaining a court order for sale. These include serving notice of demand, making an application to the High Court, public auction of the land, and issuance of a certificate of sale. It also analyzes several cases related to issues like serving the proper notice, specifying the breach, duration of notice periods, and valid service of notices.
Security dealing remedies for registered chargeeHafizul Mukhlis
The document discusses statutory remedies available to a registered chargee under the National Land Code upon default by the chargor in repaying a loan. There are two main remedies: (1) obtaining an order for sale of the charged property by public auction from the High Court or Land Administrator; and (2) taking possession of the charged property. The document outlines the procedures for applying for an order of sale, the Land Administrator's role in inquiries, and cases that may establish "cause to the contrary" to prevent an order for sale.
The Civil Rights Act of 1991 amends the 1964 Civil Rights Act to provide additional protections and remedies against discrimination. Key provisions include allowing compensatory and punitive damages for intentional employment discrimination, codifying standards for disparate impact cases, and facilitating challenges to employment practices resulting from consent decrees. The act aims to strengthen federal civil rights protections and respond to Supreme Court decisions that weakened anti-discrimination laws.
This document is a bill introduced in the Senate to establish a criminal justice reinvestment grant program. It finds that state spending on corrections has increased significantly in recent decades. The bill aims to provide grants to states and local jurisdictions to analyze criminal justice data and policies, develop options to reduce corrections spending and populations while increasing public safety, and implement selected policies and programs. Priority would go to jurisdictions that demonstrate collaboration across branches of government and access to necessary data to conduct an objective analysis.
A SYNOPSIS OF THE REGISTRATION AND ENFORCEMENT OF FOREIGN JUDGMENTS IN NIGERIANnagozie Azih
The registration and enforcement of foreign judgments in Nigeria is governed by two statutes - the Reciprocal Enforcement of Judgments Ordinance 1922 and the Foreign Judgments (Reciprocal Enforcement) Act 1961. The 1922 Ordinance applies to judgments from UK and other Commonwealth countries, while the 1961 Act applies to other foreign countries if an order is made by the Minister of Justice. However, the 1961 Act has not been brought into effect through a Ministerial Order to date. As such, only judgments from countries covered by the 1922 Ordinance can currently be registered and enforced in Nigeria. The requirements and process for registering foreign judgments are outlined in the two statutes.
The Second Circuit's decision in In re BGI, Inc. extended the doctrine of equitable mootness to Chapter 11 liquidation proceedings. Previously, the doctrine had only been applied to Chapter 11 reorganizations in the Second Circuit. The decision recognized that substantial interests favor preventing tardy disruption of confirmed and substantially consummated Chapter 11 liquidation plans, just as with reorganization plans. While other circuits have also applied equitable mootness to liquidations, its application varies between circuits, with some being more favorable to creditors and others more favorable to debtors.
Order of priority:
1) 'B' - RM150,000 (original loan + further advance)
2) 'C' - RM50,000
So 'B' gets RM150,000 and 'C' gets the remaining RM10,000
The right to tack allows the 1st chargee ('B') to rank the further advance ahead of the 2nd chargee ('C'), even though the 2nd charge was created before the further advance under the 1st charge.
05/07/14 SZA 38
Postponement of Charge
• ‘A’ charges land to ‘B’ for RM100,000
• ‘A’ charges same land to ‘C’ for RM
This document discusses various types of dealings and registration requirements under Malaysian land law. It explains that transfers, leases, charges, and easements are considered dealings, but only transfers, leases, charges, and some easements must be registered. It provides details on what constitutes interests in land, as well as the registration process and effects of registering transfers, leases, charges, and tenancies. Specifically, it notes that registration is required for transfers and leases to take legal effect, while unregistered leases and contracts are still valid. The document also discusses requirements for endorsing tenancies on land titles.
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") requesting that the Court approve the retention of Foley & Lardner LLP ("Foley") as the Debtor's general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and describes Foley's qualifications to serve as counsel. It also discloses Foley's prior representation of the Debtor as well as certain affiliates, and requests authorization for Foley to continue representing those parties in unrelated matters, provided there is no conflict with the bankruptcy case. Notice of the application will be provided to key parties, and the Debtor requests approval of Foley's retention nunc pro tunc to the
This document is an affidavit filed in support of Flat Out Crazy LLC and its affiliated debtors filing for Chapter 11 bankruptcy. It provides background information on the debtors' business operations as two Asian-inspired restaurant chains with 26 locations. It describes the debtors' capital structure including senior secured debt of $5.9 million and equipment financing. The debtors have experienced losses in recent years due to economic conditions and unsuccessful expansion, putting strain on their cash flow and relationships with creditors.
Flat Out Crazy, LLC filed a voluntary Chapter 11 bankruptcy petition on January 25, 2013 in the Southern District of New York. The petition provides basic information about the debtor, including its legal name and address, tax identification number, and the chapter of bankruptcy under which relief is sought. It also discloses that on the same date, three affiliated entities including the debtor filed Chapter 11 petitions in the same court, and the debtors intend to request joint administration of the cases.
The debtor, Cordillera Golf Club, LLC, filed an application seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor nunc pro tunc to the petition date. GA Keen Realty will assist the debtor by raising debt or equity capital to fund a reorganization plan, refinance properties, or sell properties. GA Keen Realty will receive transaction fees ranging from 2-6% of proceeds depending on the type of transaction closed. The application seeks to waive certain fee application requirements and employ GA Keen Realty under an incentive-based fee structure customary for its commercial real estate advisory services.
LodgeNet Interactive Corporation, a corporation based in Sioux Falls, South Dakota, filed for Chapter 11 bankruptcy protection on January 27, 2013. LodgeNet provides interactive television services and listed its estimated assets as between $100,001 and $500,000 and estimated liabilities as between $100,001 and $500,000. The petition included basic information about the company and the bankruptcy filing.
This document is a disclosure statement regarding LodgeNet Interactive Corporation's plan of reorganization under Chapter 11 bankruptcy. Key points:
1) LodgeNet intends to file for Chapter 11 bankruptcy in order to implement a restructuring plan agreed upon with major lenders and investor Colony Capital.
2) The plan involves Colony Capital investing $60 million for new ownership of LodgeNet, and lenders converting debt into exit financing loans and equity.
3) If approved, the plan aims to pay all creditors in full and allow LodgeNet to continue operations with new ownership and reduced debt. A hearing will be held to seek final approval of the plan from the bankruptcy court.
The document discusses the history and development of a new technology called blockchain. Blockchain was originally developed for the digital currency Bitcoin as a way to record transactions in a secure, decentralized manner without the need for a central authority. It has since grown in popularity and found applications beyond digital currencies, with many now exploring how the technology could be used to support areas like banking, supply chain management, and digital identity verification.
This document is a motion filed in a US bankruptcy court requesting permission to file an unredacted version of a response under seal. It summarizes that the response contains sensitive commercial information about the debtors' financial condition and restructuring negotiations. The debtors argue the information could harm ongoing negotiations and business operations if disclosed publicly. They seek to file the unredacted version under seal and make it available only to specific parties.
The document discusses security dealings under Malaysian law. It defines a security dealing as a transaction created to secure the repayment of a loan, with elements of a loan and security over real property. Land is commonly used as security due to its permanence and value. If the borrower defaults, the lender can recover the money by selling the land. The National Land Code 1965 recognizes charges and liens as security dealings. For a charge to be valid, it must satisfy requirements such as using the prescribed statutory form, registration, and securing repayment of a debt. Unregistered charges may still be enforced through equitable or statutory remedies.
This document discusses statutory liens on land under Malaysian land law. It defines a lien as a right for a person in possession of someone else's property to retain that property until a debt is paid. A lien can be created over land by depositing the land title document with a lender as security for a loan. Essential elements include the intention to create a lien, depositing the title, and lodging a caveat on the land title to notify others of the lien. The document provides examples of cases related to establishing and enforcing liens, and outlines who can create and hold liens under the National Land Code of Malaysia.
1) The bill establishes the Credit Counseling and Legal Assistance Fund to provide funding to non-profit entities that offer counseling and legal assistance to consumers regarding credit and debt collection issues.
2) The Division of Consumer Protection will administer the fund and adopt regulations for applications and eligibility.
3) The fund will consist of fees collected from collection agencies filing claims, investment earnings, and other outside sources. Fees from agencies will be $30 per filing.
The document discusses express and implied conditions in land charges under the National Land Code (NLC) of Malaysia. It outlines the fixed obligations of a chargor under section 249 of the NLC, including paying the loan, land revenue, and complying with conditions on the land. Upon default, the chargee's remedies are to sell the land by public auction or take possession. The document details the procedures for obtaining a court order for sale and conducting the public auction. It also analyzes issues around serving the proper notice of demand and the effect of failing to comply with service provisions in the NLC.
The petitioning creditors filed a motion requesting permission to file redacted versions of confidential pleadings and exhibits under seal in bankruptcy proceedings against Allied Systems Holdings, Inc. and Allied Systems, Ltd. The pleadings and exhibits contain confidential commercial information from credit agreements. The motion argues that public disclosure of this confidential information would violate the credit agreements.
This document provides an introduction to Land Law I, including:
- A historical background of land laws in Malaysia from 1911 onwards.
- An overview of the key differences between the English title deeds system and the Torrens system of land registration that was implemented in Malaysia.
- A discussion of concepts relevant to land law like ownership, title, interests, and dealings.
- An analysis of the applicability of English doctrines of equity relating to land in Malaysia and how this has been interpreted judicially.
- An outline of provisions in statutes like the National Land Code, Civil Law Act, and Specific Relief Act that are important for understanding land law in Malaysia.
This document summarizes key provisions related to land charges under the National Land Code of Malaysia. It discusses the fixed obligations of a chargor, the remedies available to a chargee upon default of a charge (sale or possession of the land), and the procedures for obtaining a court order for sale. These include serving notice of demand, making an application to the High Court, public auction of the land, and issuance of a certificate of sale. It also analyzes several cases related to issues like serving the proper notice, specifying the breach, duration of notice periods, and valid service of notices.
Security dealing remedies for registered chargeeHafizul Mukhlis
The document discusses statutory remedies available to a registered chargee under the National Land Code upon default by the chargor in repaying a loan. There are two main remedies: (1) obtaining an order for sale of the charged property by public auction from the High Court or Land Administrator; and (2) taking possession of the charged property. The document outlines the procedures for applying for an order of sale, the Land Administrator's role in inquiries, and cases that may establish "cause to the contrary" to prevent an order for sale.
The Civil Rights Act of 1991 amends the 1964 Civil Rights Act to provide additional protections and remedies against discrimination. Key provisions include allowing compensatory and punitive damages for intentional employment discrimination, codifying standards for disparate impact cases, and facilitating challenges to employment practices resulting from consent decrees. The act aims to strengthen federal civil rights protections and respond to Supreme Court decisions that weakened anti-discrimination laws.
This document is a bill introduced in the Senate to establish a criminal justice reinvestment grant program. It finds that state spending on corrections has increased significantly in recent decades. The bill aims to provide grants to states and local jurisdictions to analyze criminal justice data and policies, develop options to reduce corrections spending and populations while increasing public safety, and implement selected policies and programs. Priority would go to jurisdictions that demonstrate collaboration across branches of government and access to necessary data to conduct an objective analysis.
A SYNOPSIS OF THE REGISTRATION AND ENFORCEMENT OF FOREIGN JUDGMENTS IN NIGERIANnagozie Azih
The registration and enforcement of foreign judgments in Nigeria is governed by two statutes - the Reciprocal Enforcement of Judgments Ordinance 1922 and the Foreign Judgments (Reciprocal Enforcement) Act 1961. The 1922 Ordinance applies to judgments from UK and other Commonwealth countries, while the 1961 Act applies to other foreign countries if an order is made by the Minister of Justice. However, the 1961 Act has not been brought into effect through a Ministerial Order to date. As such, only judgments from countries covered by the 1922 Ordinance can currently be registered and enforced in Nigeria. The requirements and process for registering foreign judgments are outlined in the two statutes.
The Second Circuit's decision in In re BGI, Inc. extended the doctrine of equitable mootness to Chapter 11 liquidation proceedings. Previously, the doctrine had only been applied to Chapter 11 reorganizations in the Second Circuit. The decision recognized that substantial interests favor preventing tardy disruption of confirmed and substantially consummated Chapter 11 liquidation plans, just as with reorganization plans. While other circuits have also applied equitable mootness to liquidations, its application varies between circuits, with some being more favorable to creditors and others more favorable to debtors.
Order of priority:
1) 'B' - RM150,000 (original loan + further advance)
2) 'C' - RM50,000
So 'B' gets RM150,000 and 'C' gets the remaining RM10,000
The right to tack allows the 1st chargee ('B') to rank the further advance ahead of the 2nd chargee ('C'), even though the 2nd charge was created before the further advance under the 1st charge.
05/07/14 SZA 38
Postponement of Charge
• ‘A’ charges land to ‘B’ for RM100,000
• ‘A’ charges same land to ‘C’ for RM
This document discusses various types of dealings and registration requirements under Malaysian land law. It explains that transfers, leases, charges, and easements are considered dealings, but only transfers, leases, charges, and some easements must be registered. It provides details on what constitutes interests in land, as well as the registration process and effects of registering transfers, leases, charges, and tenancies. Specifically, it notes that registration is required for transfers and leases to take legal effect, while unregistered leases and contracts are still valid. The document also discusses requirements for endorsing tenancies on land titles.
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") requesting that the Court approve the retention of Foley & Lardner LLP ("Foley") as the Debtor's general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and describes Foley's qualifications to serve as counsel. It also discloses Foley's prior representation of the Debtor as well as certain affiliates, and requests authorization for Foley to continue representing those parties in unrelated matters, provided there is no conflict with the bankruptcy case. Notice of the application will be provided to key parties, and the Debtor requests approval of Foley's retention nunc pro tunc to the
This document is an affidavit filed in support of Flat Out Crazy LLC and its affiliated debtors filing for Chapter 11 bankruptcy. It provides background information on the debtors' business operations as two Asian-inspired restaurant chains with 26 locations. It describes the debtors' capital structure including senior secured debt of $5.9 million and equipment financing. The debtors have experienced losses in recent years due to economic conditions and unsuccessful expansion, putting strain on their cash flow and relationships with creditors.
Flat Out Crazy, LLC filed a voluntary Chapter 11 bankruptcy petition on January 25, 2013 in the Southern District of New York. The petition provides basic information about the debtor, including its legal name and address, tax identification number, and the chapter of bankruptcy under which relief is sought. It also discloses that on the same date, three affiliated entities including the debtor filed Chapter 11 petitions in the same court, and the debtors intend to request joint administration of the cases.
The debtor, Cordillera Golf Club, LLC, filed an application seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor nunc pro tunc to the petition date. GA Keen Realty will assist the debtor by raising debt or equity capital to fund a reorganization plan, refinance properties, or sell properties. GA Keen Realty will receive transaction fees ranging from 2-6% of proceeds depending on the type of transaction closed. The application seeks to waive certain fee application requirements and employ GA Keen Realty under an incentive-based fee structure customary for its commercial real estate advisory services.
LodgeNet Interactive Corporation, a corporation based in Sioux Falls, South Dakota, filed for Chapter 11 bankruptcy protection on January 27, 2013. LodgeNet provides interactive television services and listed its estimated assets as between $100,001 and $500,000 and estimated liabilities as between $100,001 and $500,000. The petition included basic information about the company and the bankruptcy filing.
This document is a disclosure statement regarding LodgeNet Interactive Corporation's plan of reorganization under Chapter 11 bankruptcy. Key points:
1) LodgeNet intends to file for Chapter 11 bankruptcy in order to implement a restructuring plan agreed upon with major lenders and investor Colony Capital.
2) The plan involves Colony Capital investing $60 million for new ownership of LodgeNet, and lenders converting debt into exit financing loans and equity.
3) If approved, the plan aims to pay all creditors in full and allow LodgeNet to continue operations with new ownership and reduced debt. A hearing will be held to seek final approval of the plan from the bankruptcy court.
The document discusses the history and development of a new technology called blockchain. Blockchain was originally developed for the digital currency Bitcoin as a way to record transactions in a secure, decentralized manner without the need for a central authority. It has since grown in popularity and found applications beyond digital currencies, with many now exploring how the technology could be used to support areas like banking, supply chain management, and digital identity verification.
This document is an application filed in the United States Bankruptcy Court for the District of Delaware by Cordillera Golf Club, LLC seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor. Cordillera Golf Club filed for Chapter 11 bankruptcy protection and requires assistance assessing the highest and best use of its owned real property and obtaining capital for its business. The application requests that GA Keen Realty be approved as Cordillera's real estate advisor nunc pro tunc to the petition date under the terms of a retention agreement between the two parties. GA Keen Realty has experience advising other debtors in bankruptcy cases and working with Cordillera since prior to the bankruptcy filing.
This document is a motion filed in United States Bankruptcy Court requesting an order to shorten the notice period for a hearing on the appointment of a trustee. The motion was filed by petitioning creditors against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), who were recently subject to involuntary bankruptcy petitions. The motion argues that exigent circumstances exist due to conflicts of interest and mismanagement by the company's controlling shareholder, Yucaipa, that threaten creditor interests. As such, an expedited hearing is requested to consider appointing a trustee to assume control of the debtors.
This document provides notice of Patriot Coal Corporation's motion seeking court approval to conduct rights offerings as part of its chapter 11 reorganization plan. Specifically, the motion seeks authorization to enter into a backstop purchase agreement with certain funds to ensure sufficient proceeds are raised in the rights offerings. The rights offerings will allow eligible creditors to purchase new senior secured notes and warrants. The motion also seeks approval of the proposed rights offerings procedures. Objections to the motion are due by October 30, with a hearing scheduled for November 6.
This document is a bench ruling from a bankruptcy judge on a motion to compel arbitration related to a debtor's cash collateral motion. The judge analyzes applicable case law and determines that:
1) Whether a debtor has authority to use cash collateral is fundamentally a bankruptcy issue, not a contractual dispute.
2) The parties did not agree to arbitrate issues relating to a debtor's rights under the Bankruptcy Code, as those rights were created by Congress and differ from pre-bankruptcy contractual rights.
3) Therefore, the motion to compel arbitration of the debtor's cash collateral motion is denied, as use of cash collateral is a core bankruptcy issue not subject to the arbitration agreement.
This document is an objection filed by the United States Trustee to motions filed by Petitioning Creditors and Alleged Debtors to seal certain documents filed with the court. The U.S. Trustee does not oppose sealing documents pending a ruling on whether the bankruptcy cases will proceed, but argues that any sealing should end if the court finds cause to open bankruptcy cases, as the information would then become public. The U.S. Trustee asserts that bankruptcy law favors public disclosure of information relevant to creditors and parties in interest.
Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Termi...Adam Leitman Bailey, P.C.
Adam Leitman Bailey discusses Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Terminating Commercial Leases and the Secrets of How to Negotiate the Best Abatement/Deferment so both Landlord and Tenant are Happy for AmTrust on 7/15
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...William J. Amann
It is my honor to present a 90 minute national, teleconference on the Bankruptcy Code's Automatic Stay (11 U.S.C. sec. 362). Join us for an insightful, fast-paced, comprehensive and lively discussion of the Automatic Stay. This seminar is perfect for attorneys at any practice level, bankers, lenders, business owners and debtors. The seminar promises to be educational but interesting and a lasting and exceptional resource.
The document summarizes the purpose and scope of the automatic stay provision in the US Bankruptcy Code (Section 362). It discusses how the automatic stay gives debtors breathing room from creditors, prevents unequal treatment of creditors, and allows for orderly reorganization or liquidation proceedings. The stay prohibits collection efforts, harassment, foreclosure actions, and generally fixes creditors' rights and priorities as of the petition date.
In the cae below identify the subject matter of the controversy, whe.pdfwailesalekzydelore94
In the cae below identify the subject matter of the controversy, whether the common law or the
UCC (Artlce 2) would cover the contractual issues, and explain the reasons for your conclusions.
Also, discuss when, in general, the UCC (Article 2) governs contracts and when the common law
governs.
Kurt N. Aslakson, et al., Appellants, v. Home Savings Association, Respondent, Upper
Northwest Payment Plans Co., Respondent
No. C6-87-1497
Court of Appeals of Minnesota
416 N.W.2d 786; 1987 Minn. App. LEXIS 5110; 6 U.C.C. Rep. Serv. 2d (Callaghan) 35
December 3, 1987, Decided December 15, 1987, Filed
PRIOR HISTORY: [**1] Appeal from Hennepin County, District Court, Hon. Ann
Montgomery, Judge.
DISPOSITION: Affirmed. CASE SUMMARY:
PROCEDURAL POSTURE: Appellant homeowners sought review of the decision from the
Hennepin County, District Court (Minnesota), which granted summary judgment in favor of
respondents, savings association and payment plan, on the homeowners\' claim of tortious
interference with contract.
OVERVIEW: The homeowners entered into a conditional sales contract to purchase a mobile
home. Subsequently the contract was assigned to the savings associationThe homeowners argued
that thetrial court erred in determining, as a matter of law, that their claims of wrongful
interference with contracts were invalid. The court determined that the trial court had correctly
determined that a contract between the homeowners and a subsequent buyer could not arise
absent performance of a condition precedent, which was the approval of the subsequent buyer\'s
assumption of the loan. Even if this court were to determine that valid contracts existed between
the homeowners and prospective buyers, the issue of justification would have to be addressed
and the savings association and payment plan would have prevailed. Credit checks and equity
interests were commercially reasonable assurances and could not be met by the prospective
buyers. The savings association and payment plan were within their right to refuse the
assignment.
OUTCOME: The court affirmed the decision from the trial court.
CORE TERMS: mobile home, materially, prospective buyer, breach of contract, assignee,
buyer\'s, purchase agreement, assignor, summary judgment, down payment, substantial interest,
conditional, assurances, assigned, inducing, delegate, condition precedent, contractual,
contingent, delegation, tortious interference, credit check, right to refuse, wrongful interference,
contractual duties, equity interest, delegating, purchaser, happening, default
LexisNexis(R) Headnotes
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Torts > Business Torts > Commercial Interference > Contracts > General Overview
[HN1] \"Interference with contract\" is somewhat broader than \"inducing breach of contract\" in
that the former includes any act injuring or destroying persons or property which retards, makes
more difficult, or prevents performance, or makes performan.
- Cordillera Golf Club, LLC filed for Chapter 11 bankruptcy and sought to retain PricewaterhouseCoopers LLP as its financial advisor.
- PwC has expertise in financial advisory services for distressed companies and experience working on bankruptcy cases.
- The application requests the court approve PwC's retention to provide services such as evaluating strategic alternatives, advising on cash flow projections, and assisting with required bankruptcy reports and schedules.
091007 Complaint D E 2 10 07 09 Draft Finaljsanchelima
This document is an amended complaint filed in bankruptcy court by Maison Grande Condominium Association against Dorten Inc. and Robert L. Siegel as trustee. The complaint seeks to avoid any security interests or liens claimed by the defendants in the association's assets. It also seeks a determination that a purported 99-year lease and any security interests or liens granted under the lease are invalid. The association states that the lease and any security interests were not properly perfected and seeks to reject the lease in bankruptcy.
Doc962 freeman group motion compromise & settlement_ a walk-awaymalp2009
The Trustee filed a motion seeking court approval of a compromise and settlement agreement between the Trustee and the Freeman Parties. The agreement provides that Robert Freeman and David Ward will withdraw their respective $92,500 proof of claims against the estate with prejudice, and the Trustee will dismiss the Freeman Parties from an adversary proceeding. The agreement achieves a walk-away settlement and full mutual release of claims between the parties. The Trustee believes the settlement is in the best interest of creditors and the estate by avoiding substantial time and costs of litigation, despite believing there are good objections to the proof of claims.
This document is a certificate of service for a response filed by Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) regarding a motion by petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C., and Spectrum Investment Partners LP to shorten time for a hearing on appointing a trustee. The certificate lists the parties that were served the response by mail or hand delivery on May 21, 2012.
This document is a motion filed in United States Bankruptcy Court requesting an expedited hearing for a separate motion to file certain documents under seal. The motion provides background on involuntary bankruptcy petitions recently filed against Allied Systems Holdings, Inc. and Allied Systems, Ltd. It argues that expedited relief is necessary due to exigent circumstances, including the risk of harm to creditors from ongoing conflicts of interest if relief is not granted quickly. The motion requests that the court schedule a hearing on the separate motion to seal within two days and set the objection deadline on the same expedited schedule.
This document discusses a bankruptcy court case regarding the sale of an internet domain name. The key points are:
1) The debtor (Heath Global) had agreed to purchase the "Invest.com" domain name from Jim Magner for $2 million in installments over two years.
2) After Heath Global missed an installment payment, Magner sent a notice purporting to terminate the agreement based on a clause allowing termination if a payment was not cured within 7 days.
3) Before the 7-day cure period expired, Heath Global filed for bankruptcy. The bankruptcy court found the agreement had automatically terminated pre-petition.
4) On appeal, the district court found that the agreement
This affidavit provides background information and summarizes recent events regarding Allied Systems Holdings, Inc. and Allied Systems, LTD. (L.P.) (collectively "Allied"), who filed for Chapter 11 bankruptcy in 2005 and emerged in 2007.
Events of default occurred under Allied's credit agreements due to its deteriorating financial condition. In order to prevent majority shareholder Yucaipa from gaining control and harming lender interests, an amendment placed restrictions on Yucaipa becoming a lender, including limits on the amount of loans it could acquire.
This affidavit supports a motion by petitioning creditors to appoint a Chapter 11 trustee for Allied, claiming Yucaipa's actions have harmed their
This document is a complaint filed by the U.S. Commodity Futures Trading Commission against Anthony Eugene Linton alleging fraud related to his operation of an off-exchange foreign currency trading pool called The Private Trading Pool (PTP). The complaint alleges that from 2007-present, Linton solicited over $650,000 from at least 19 individuals for PTP by falsely claiming the pool would generate guaranteed 100% annual returns from forex trading using his proprietary system. In reality, Linton lost over 91% of funds from limited forex trading and instead used most money for personal expenses and to pay earlier investors like a Ponzi scheme. The CFTC alleges Linton's actions violated the Commodity Exchange Act
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are consistent with those approved in other large chapter 11 cases and will help streamline the professional compensation process.
This document is a motion filed in bankruptcy court by Flat Out Crazy, LLC and affiliated debtors seeking authorization to pay prepetition employee wages, salaries, benefits and related obligations. The debtors operate Asian restaurants and stir fry restaurants employing around 1,185 employees. The motion argues that paying prepetition employee obligations is essential to maintaining employee morale and productivity during the bankruptcy process to prevent disruption of business operations and pursue a successful reorganization.
This document is a motion filed with the United States Bankruptcy Court for the Southern District of New York by Atari, Inc. and its affiliates seeking authorization to pay certain prepetition claims of critical vendors, including game developers and one game licensor, that are essential to the debtors' ongoing operations. Specifically, the debtors request authority to pay $233,300 in claims owed to four foreign or small game development companies for work on games that are major revenue sources, as well as to maintain an important licensing agreement for the RollerCoaster Tycoon franchise. The motion argues that nonpayment of these claims could cause irreparable harm to the debtors' business operations and value.
Atari, Inc. filed for Chapter 11 bankruptcy protection in New York. Atari is a video game company incorporated in Delaware with its principal place of business in New York City. Atari estimates that it has assets of $50-100 million and liabilities of $100-500 million. Atari intends to reorganize its business and debts under Chapter 11 bankruptcy.
This document is a voluntary bankruptcy petition filed by Lyon Workspace Products, L.L.C. in the Northern District of Illinois. The petition provides basic information about the debtor such as addresses, tax identification numbers, the nature of debts as primarily business debts, and estimated assets and liabilities. It also lists no prior bankruptcy cases filed by the debtor or its affiliates in the last 8 years.
This document is a motion filed in bankruptcy court by Lyon Workspace Products, L.L.C. and related entities seeking authorization to pay prepetition employee wage and benefit obligations. Specifically, the debtors are requesting permission to pay approximately $130,000 in accrued but unpaid wages, $200,000 in accrued but unpaid sales commissions, $300,000 in accrued vacation time, $12,000 in unreimbursed expenses, and $400,000 in upcoming health insurance claims. The debtors also want to continue deducting amounts from employee paychecks for items such as taxes, insurance premiums, and 401(k) contributions and to honor these obligations going forward.
The document lists the potential witnesses and exhibits that the debtor intends to present at a hearing scheduled for July 16, 2012 regarding a motion to transfer venue of the bankruptcy case. The two potential witnesses listed are Daniel L. Fitchett, Jr. and Harold Bordwin. The document then lists 17 potential exhibits, which include declarations, documents filed with the court, notices, orders from other court cases, and other documents relevant to the venue transfer motion.
The Official Committee of Unsecured Creditors appointed in the chapter 11 bankruptcy case of Cordillera Golf Club, LLC filed an application to retain the law firm of Saul Ewing LLP as its co-counsel. Saul Ewing would represent the Committee's interests regarding all matters related to the Debtor's chapter 11 case, along with the Committee's lead counsel Munsch Hardt Kopf & Harr, P.C. The application provides background on the bankruptcy case, the Committee, and Saul Ewing's qualifications. It also discloses Saul Ewing's hourly billing rates and reimbursement policies.
This document is a notice filed in the United States Bankruptcy Court for the District of Delaware regarding a hearing on motions seeking to transfer venue of a bankruptcy case. It lists potential witnesses and exhibits that may be presented by the Official Committee of Unsecured Creditors at the hearing, including the CEO of the debtor, various objectors, proposed lenders, and exhibits such as pleadings and documents filed in the bankruptcy case. The notice reserves the right to supplement the witness and exhibit lists before the hearing.
The Official Committee of Unsecured Creditors (the "Committee") in the chapter 11 bankruptcy case of Cordillera Golf Club, LLC (the "Debtor") filed an application seeking approval to retain the law firm Munsch Hardt Kopf & Harr, PC ("Munsch Hardt") as counsel. The Committee selected Munsch Hardt due to its experience in bankruptcy cases and matters relevant to the case such as real estate and hospitality. Munsch Hardt will represent the Committee and provide legal advice regarding the Debtor and case administration. The application provides notice of the request for approval of Munsch Hardt's employment and discloses certain prior relationships between Munsch Hardt and potential
The Official Committee of Unsecured Creditors appointed in the Cordillera Golf Club bankruptcy case filed an application to retain Saul Ewing LLP as its co-counsel. Saul Ewing would serve alongside the Committee's lead counsel, Munsch Hardt Kopf & Harr, P.C. The application provides background on the bankruptcy filing and Committee formation. It also describes the services Saul Ewing would provide, including advising the Committee, investigating claims and transactions, and representing the Committee's interests in the case. The application attaches Saul Ewing's billing rates and a declaration by Mark Minuti attesting that the firm does not hold interests adverse to the estate.
The Official Committee of Unsecured Creditors for Cordillera Golf Club, LLC filed an application to employ the law firm Munsch Hardt Kopf & Harr, PC as counsel. This notice states that the application is being withdrawn. It was signed by Mark Minuti of Saul Ewing LLP, proposed counsel for the Official Committee of Unsecured Creditors.
The Official Committee of Unsecured Creditors filed an application seeking approval to retain Munsch Hardt Kopf & Harr, PC as its legal counsel. Munsch Hardt has extensive experience representing committees and debtors in bankruptcy cases. If approved, Munsch Hardt would provide legal services to assist the Committee in exercising its duties, including investigating the debtor's financial affairs and negotiating a plan of reorganization. Munsch Hardt's hourly rates for attorneys working on the case range from $200 to $685 per hour.
The Official Committee of Unsecured Creditors appointed in Cordillera Golf Club, LLC's Chapter 11 bankruptcy case filed an application seeking court approval to retain Munsch Hardt Kopf & Harr, PC as its legal counsel. The Committee selected Munsch Hardt due to the firm's experience in bankruptcy matters and issues relevant to the case. The application requests approval of Munsch Hardt's hourly rates and reimbursement of expenses, and asserts that the firm is qualified and disinterested to represent the Committee. Notice of the application will be provided to parties in the bankruptcy case. A hearing on the application is scheduled for July 27, 2012.
The Official Committee of Unsecured Creditors for Cordillera Golf Club, LLC filed an application to employ the law firm Munsch Hardt Kopf & Harr, PC as counsel. This notice states that the application is being withdrawn. It was signed by Mark Minuti of Saul Ewing LLP, proposed counsel for the Official Committee of Unsecured Creditors.
The Official Committee of Unsecured Creditors appointed in Cordillera Golf Club, LLC's Chapter 11 bankruptcy case filed an application seeking approval to retain Munsch Hardt Kopf & Harr, PC as its counsel. The Committee selected Munsch Hardt due to the firm's experience in bankruptcy matters and hospitality/real estate issues relevant to the case. The application requests approval of Munsch Hardt's hourly rates and reimbursement of expenses, and asserts that the firm is disinterested and does not hold interests adverse to the Committee. Notice of the application will be provided to parties in interest. A hearing on the application is scheduled for July 27, 2012.
This document is a joinder filed by Joseph Perry, a member of Cordillera Golf Club, in the Delaware Bankruptcy Court. Mr. Perry opposes transferring the bankruptcy case from Delaware. As a member located in Illinois, he believes the case can best be handled in Delaware for the benefit of all members. He also thinks an economically-driven reorganization will be more efficient in Delaware and it is more convenient for him to travel to Delaware for hearings than other locations.
The notice provides information about exhibits that were inadvertently omitted from two declarations filed in support of an objection to motions to transfer venue in the bankruptcy case of Cordillera Golf Club, LLC. Specifically, it states that curriculum vitae for Daniel Fitchett and Harold Bordwin were omitted from their respective declarations and are now being filed as Exhibits 1 and 2 to provide background information on their professional experience and qualifications.
This document is a notice of appearance filed by Duane Morris LLP in the bankruptcy case of Cordillera Golf Club, LLC. Duane Morris LLP represents David A. Wilhelm in the case and requests that all notices and filings be served on them. The notice reserves all rights of David A. Wilhelm, including the right to a jury trial, withdrawal of reference, and any defenses or claims allowed under law or equity.
This document is a joinder filed by Joseph Perry, a member of Cordillera Golf Club, in the Delaware Bankruptcy Court. Mr. Perry opposes transferring the bankruptcy case from Delaware. As a member located in Illinois, he believes the case can best be handled in Delaware for the benefit of all members. He also thinks an economically-driven reorganization will be more efficient in Delaware and it is more convenient for him to travel to Delaware for hearings than other locations.
David A. Wilhelm filed a joinder to the objection of Cordillera Golf Club, LLC to motions filed by various parties to transfer venue of the bankruptcy case from Delaware to Colorado. Wilhelm is a substantial equity owner and secured creditor of the Debtor. He argues that retaining venue in Delaware is in the best interests of the Debtor, its estate, creditors, and other parties. Wilhelm incorporates the Debtor's arguments opposing transfer of venue and requests that the venue transfer motions be denied.
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11
:
LodgeNet Interactive Corporation, et al.,1 : Case No. 13-_____ (___)
:
: (Joint Administration Requested)
Debtors. :
---------------------------------------------------------------x
AMENDED PLAN OF REORGANIZATION OF LODGENET INTERACTIVE
CORPORATION, ET AL. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Proposed Attorneys for Debtors
and Debtors in Possession
Dated: January 26, 2013
1
The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are:
LodgeNet Interactive Corporation (1161), LodgeNet StayOnline, Inc. (3232), On Command
Corporation (5194), The Hotel Networks, Inc. (4919), On Command Video Corporation (8458),
Puerto Rico Video Entertainment Corporation (6786), Virgin Islands Video Entertainment
Corporation (6611), Spectradyne International, Inc. (9353), LodgeNet Healthcare, Inc. (0337), Hotel
Digital Network, Inc. (7245), and LodgeNet International, Inc. (2811).
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Each of LodgeNet Interactive Corporation, LodgeNet StayOnline, Inc., On Command Corporation, The
Hotel Networks, Inc., On Command Video Corporation, Puerto Rico Video Entertainment Corporation,
Virgin Islands Video Entertainment Corporation, Spectradyne International, Inc., LodgeNet Healthcare,
Inc., Hotel Digital Network, Inc., and LodgeNet International, Inc. propose the following chapter 11 plan
of reorganization pursuant to section 1121(a) of the Bankruptcy Code. Capitalized terms used herein
shall have the meanings set forth in Section 1.A.
SECTION 1. DEFINITIONS AND INTERPRETATION.
A. Definitions.
1.1. Accredited Investor means an accredited investor as defined in Rule 501 of the
Securities Act of 1933.
1.2. Administrative Expense Claim means any Claim for costs and expenses of
administration during the Chapter 11 Cases pursuant to sections 328, 330, 363, 364(c)(1), 365, 503(b) or
507(a)(2) of the Bankruptcy Code, including, (a) the actual and necessary costs and expenses incurred
after the Petition Date and through the Effective Date of preserving the Estates and operating the
businesses of the Debtors (such as wages, salaries or commissions for services and payments for goods
and other services and leased premises); (b) Fee Claims; (c) DIP Claims; (d) Restructuring Expenses; and
(e) all fees and charges assessed against the Estates pursuant to section 1911 through 1930 of chapter 123
of title 28 of the United States Code, 28 U.S.C. §§ 1-1401.
1.3. Allowed means, with reference to any Claim or Interest, (a) any Claim (or any
portion thereof) or Interest arising on or before the Effective Date (i) as to which no objection to
allowance has been interposed in accordance with Section 7.2 hereof, or (ii) as to which any objection has
been determined by a Final Order to the extent such objection is determined in favor of the respective
holder, (b) any Claim or Interest as to which the liability of the Debtors and the amount thereof are
determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court or (c)
any Claim or Interest expressly allowed hereunder.
1.4. Amended and Restated Guarantee and Collateral Agreement means the
amended and restated Guarantee and Collateral Agreement, dated as of the Effective Date, in form
consistent with the Exit Term Loan Term Sheet and otherwise acceptable to Purchaser Representative and
Requisite Consenting Lenders.
1.5. Amended Organizational Documents means the forms of amended certificates
of incorporation and bylaws for the Reorganized Debtors satisfactory to Purchaser Representative,
substantially final forms of which are included in the Plan Supplement.
1.6. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C. §§ 101, et
seq., as amended from time to time, as applicable to the Chapter 11 Cases.
1.7. Bankruptcy Court means the United States Bankruptcy Court for the Southern
District of New York having jurisdiction over the Chapter 11 Cases and, to the extent of any reference
made under section 157 of title 28 of the United States Code, the unit of such District Court having
jurisdiction over the Chapter 11 Cases under section 151 of title 28 of the United States Code.
1.8. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as
promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code,
2
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as amended from time to time, applicable to the Chapter 11 Cases, and any Local Rules of the Bankruptcy
Court.
1.9. Business Day means any day other than a Saturday, a Sunday or any other day on
which banking institutions in New York, New York are required or authorized to close by law or
executive order.
1.10. Cash means legal tender of the United States of America.
1.11. Causes of Action means any action, claim, cause of action, controversy, demand,
right, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset,
power, privilege, license and franchise of any kind or character whatsoever, known, unknown, contingent
or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed
or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or
after the Petition Date, in contract or in tort, in law or in equity or pursuant to any other theory of law.
Cause of Action also includes: (a) any right of setoff, counterclaim or recoupment and any claim for
breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to Claims or
Interests; (c) any claim pursuant to sections 362 or chapter 5 of the Bankruptcy Code; (d) any claim or
defense including fraud, mistake, duress and usury and any other defenses set forth in section 558 of the
Bankruptcy Code; and (e) any state law fraudulent transfer claim.
1.12. Chapter 11 Cases means the jointly administered cases under chapter 11 of the
Bankruptcy Code commenced by the Debtors on [__], in the Bankruptcy Court and styled In re LodgeNet
Interactive Corporation, et. al., Case No. [ ].
1.13. Claim has the meaning set forth in section 101(5) of the Bankruptcy Code.
1.14. Class means any group of Claims or Interests classified by the Plan pursuant to
section 1122 and 1123(a)(1) of the Bankruptcy Code.
1.15. Colony Capital means Colony Capital, LLC.
1.16. Confirmation means the entry on the docket of the Confirmation Order in these
Chapter 11 Cases.
1.17. Confirmation Date means the date on which the Clerk of the Bankruptcy Court
enters the Confirmation Order.
1.18. Confirmation Hearing means the hearing to be held by the Bankruptcy Court
regarding confirmation of the Plan, as such hearing may be adjourned or continued from time to time.
1.19. Confirmation Order means the order of the Bankruptcy Court confirming the
Plan pursuant to section 1129 of the Bankruptcy Code.
1.20. Consenting Lenders means those certain Prepetition Lenders that are party to the
Plan Support and Lock-Up Agreement.
1.21. Consummation means the occurrence of the Effective Date for the Plan.
1.22. Cure means the payment of Cash by the Debtors, or the distribution of other
property (as the parties may agree or the Bankruptcy Court may order), as necessary to (i) cure a
3
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monetary default by the Debtors in accordance with the terms of an executory contract or unexpired lease
of the Debtors and (ii) permit the Debtors to assume such executory contract or unexpired lease under
section 365(a) of the Bankruptcy Code.
1.23. Debtors means, collectively, LodgeNet Interactive Corporation, LodgeNet
StayOnline, Inc., On Command Corporation, The Hotel Networks, Inc., On Command Video
Corporation, Puerto Rico Video Entertainment Corporation, Virgin Islands Video Entertainment
Corporation, Spectradyne International, Inc., LodgeNet Healthcare, Inc., Hotel Digital Network, Inc., and
LodgeNet International, Inc.
1.24. Debtors in Possession means the Debtors in their capacity as debtors in
possession in the Chapter 11 Cases pursuant to sections 1101, 1107(a) and 1108 of the Bankruptcy Code.
1.25. Definitive Documents means the following documents: (i) the Exit Loan
Agreement, (ii) the Exit Revolver Agreement, (iii) the Amended and Restated Guarantee and Collateral
Agreement, and (iv) the Intercreditor Agreements.
1.26. DIP Agent means Gleacher Products Corp., as administrative agent and collateral
agent for the DIP Lenders under the DIP Loan Agreement.
1.27. DIP Claim means a Claim of the DIP Lenders or DIP Agent arising under the
DIP Loan Agreement and the DIP Order.
1.28. DIP Lenders means all lenders from time to time party to the DIP Loan
Agreement.
1.29. DIP Loan Agreement means that certain senior secured credit agreement, as
amended, supplemented, restated or otherwise modified, entered into by and among LodgeNet Interactive,
as borrower, each of the remaining Debtors, as guarantors, the DIP Agent and the DIP Lenders.
1.30. DIP Order means the interim and final order(s) of the Bankruptcy Court
authorizing the Debtors to enter into and make borrowings under the DIP Loan Agreement, and granting
certain rights, protections and liens to and for the benefit of the DIP Lenders.
1.31. Disbursing Agent means any entity (including any applicable Debtor if it acts in
such capacity) in its capacity as a disbursing agent under Section 6.3 hereof.
1.32. Disputed means with respect to a Claim or Interest, any such Claim or Interest to
the extent neither Allowed nor disallowed under the Plan or a Final Order nor deemed Allowed under
section 502, 503 or 1111 of the Bankruptcy Code.
1.33. Distribution Record Date means the Effective Date of the Plan.
1.34. Effective Date means the date on which all conditions to the effectiveness of the
Plan set forth in Section 9 hereof have been satisfied or waived in accordance with the terms of the Plan.
1.35. Estate or Estates means individually or collectively, the estate or estates of the
Debtors created under section 541 of the Bankruptcy Code.
1.36. Exculpated Parties means collectively: (a) the Debtors; (b) the DIP Lenders; (c)
the Prepetition Lenders; (d) the DIP Agent; (e) the Prepetition Agent; (f) Colony Capital; (g) Purchasers;
4
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and (h) with respect to each of the foregoing entities in clauses (a) through (g), such entities’
predecessors, successors and assigns, subsidiaries, affiliates, current and former officers, directors,
principals, employees, agents, advisory board members, financial advisors, attorneys, accountants,
investment bankers, consultants, representatives, management companies, managed accounts and funds,
fund advisors and other professionals, and such persons’ respective heirs, executors, estates, servants and
nominees, in each case in their capacity as such.
1.37. Existing DIRECTV Agreement means the SMATV Sales Agency and Transport
Services Agreement, dated as of March 31, 2010 between LodgeNet Interactive and DIRECTV, LLC.
1.38. Exit Loan Agreement means the Amended and Restated Prepetition Credit
Agreement, dated as of the Effective Date, by and among the Reorganized LodgeNet Interactive, the
Prepetition Agent and the lenders party thereto from time to time, including all documents, agreements or
instruments executed in connection therewith or related thereto, containing terms consistent with the Exit
Term Loan Term Sheet, in the form approved by the Purchaser Representative and the Requisite
Consenting Lenders.
1.39. Exit Revolver means a revolving credit facility, not inconsistent with the terms of
the Exit Term Loan Term Sheet, in accordance with and subject to the terms and conditions set forth in
the Exit Revolver Agreement.
1.40. Exit Revolver Agreement means a credit agreement, dated as of the Effective
Date, by and among LodgeNet Interactive and the lender or lenders party thereto, together with all
documents, instruments and agreements executed in connection therewith or related thereto, for the
provision of the Exit Revolver, in form and substance acceptable to Purchaser Representative.
1.41. Exit Term A Loan means a term loan in the aggregate principal amount of
$346,406,541.55 (plus interest accrued and unpaid on the Prepetition Credit Facility (i) prior to the
Petition Date and (ii) on and after the Petition Date through the earlier of the Effective Date and date that
is 90 days after the Petition Date, in each case at the non-default contract interest rate) in accordance with
and subject to the terms and conditions contained in the Exit Loan Agreement, plus any amounts drawn as
of the Effective Date on the $350,000 of issued and outstanding letters of credit, less the original
aggregate principal amount of Exit Term B Loan.
1.42. Exit Term B Loan means a term loan in the aggregate principal amount of up to
$125 million in accordance with and subject to the terms and conditions contained in the Exit Loan
Agreement.
1.43. Exit Term Loan means the Exit Term A Loan and the Exit Term B Loan.
1.44. Exit Term Loan Term Sheet means the term sheet setting forth the terms of the
Exit Term Loan attached hereto as Exhibit A.
1.45. Federal Judgment Rate means .14% (which is the interest rate allowed pursuant
to 28 U.S.C. § 1961, as amended, as published by the Board of Governors of the Federal Reserve
System for the calendar week preceding the Petition Date).
1.46. Fee Claim means a Claim for professional services rendered or costs incurred on
or after the Petition Date through the Effective Date by professional persons retained by the Debtors or
any statutory committee appointed in the Chapter 11 Cases pursuant to sections 327, 328, 329, 330, 331,
503(b) or 1103 of the Bankruptcy Code in the Chapter 11 Cases.
5
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1.47. Final Order means an order or judgment of a court of competent jurisdiction that
has been entered on the docket maintained by the clerk of such court, which has not been reversed,
vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial,
reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other
proceedings for a new trial, reargument or rehearing shall then be pending, or (b) if an appeal, writ of
certiorari, new trial, reargument or rehearing thereof has been sought, such order or judgment shall have
been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied,
or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such
order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument
or rehearing shall have expired; provided, however, that no order or judgment shall fail to be a “Final
Order” solely because of the possibility that a motion pursuant to section 502(j) or 1144 of the
Bankruptcy Code or under Rule 60 of the Federal Rules of Civil Procedure or Bankruptcy Rule 9024 has
been or may be filed with respect to such order or judgment.
1.48. General Unsecured Claim means any unsecured Claim against any Debtor other
than an Intercompany Claim that is not entitled to priority under the Bankruptcy Code or any order of the
Bankruptcy Court.
1.49. Guarantee and Collateral Agreement means that certain Guarantee and
Collateral Agreement, dated as of April 4, 2007 among LodgeNet Interactive and each of the other loan
parties thereto, in favor of Gleacher Products Corp., as administrative agent.
1.50. Impaired means, with respect to a Claim, Interest or Class of Claims or Interests,
“impaired” within the meaning of section 1123(a)(4) and 1124 of the Bankruptcy Code.
1.51. Intercompany Claim means any Claim against a Debtor held by another Debtor
or an affiliate of a Debtor, excluding any Prepetition Lender Claim held by any Debtor or affiliate of a
Debtor.
1.52. Intercompany Interest means an Interest in a Debtor held by another Debtor or
an Interest in a Debtor held by an affiliate of a Debtor.
1.53. Intercreditor Agreements means (i) an agreement, between the Prepetition
Agent, as agent under the Exit Loan Agreement and any agent under the Exit Revolver, and (ii) an
agreement, between the Prepetition Agent, as agent under the Exit Loan Agreement and DIRECTV.
1.54. Interests means any equity security in a Debtor as defined in section 101(16) of
the Bankruptcy Code, including all common units, preferred units or other instruments evidencing an
ownership interest in any of the Debtors, whether or not transferable, and any option, warrant or right,
contractual or otherwise, to acquire any such interests in a Debtor that existed immediately before the
Effective Date.
1.55. Investment Agreement means the Investment Agreement, dated as of December
30, 2012, among LodgeNet Interactive, Colony Capital, and Purchasers, attached hereto as Exhibit B.
1.56. Lien has the meaning set forth in section 101(37) of the Bankruptcy Code.
1.57. LodgeNet Interactive means LodgeNet Interactive Corporation.
1.58. New Board means the board of directors of Reorganized LodgeNet Interactive.
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1.59. New Common Stock means common stock in Reorganized LodgeNet Interactive.
1.60. Other Secured Claim means a Secured Claim, other than a DIP Claim, a
Priority/Secured Tax Claim, or a Prepetition Lender Claim.
1.61. Person means an individual, corporation, partnership, joint venture, association,
joint stock company, limited liability company, limited liability partnership, trust, estate, unincorporated
organization, governmental unit (as defined in section 101(27) of the Bankruptcy Code) or other entity.
1.62. Petition Date means January 27, 2013.
1.63. Plan means this chapter 11 plan of reorganization, including the exhibits hereto,
as the same may be amended or modified from time to time in accordance with the terms hereof.
1.64. Plan Supplement means a supplemental appendix to the Plan containing, among
other things, substantially final forms of the Amended Organizational Documents that was filed with the
Bankruptcy Court no later than five (5) Business Days before commencement of the Confirmation
Hearing.
1.65. Plan Support and Lock-Up Agreement means the Plan Support and Lock-Up
Agreement, dated as of December 30, 2012, among LodgeNet Interactive, the Prepetition Agent and the
Consenting Lenders party thereto.
1.66. Prepetition Agent means Gleacher Products Corp. in its capacity as successor
administrative agent under the Prepetition Credit Agreement.
1.67. Prepetition Credit Agreement means that certain Credit Agreement, dated as of
April 4, 2007, by and among LodgeNet Interactive Corporation, as borrower, the Prepetition Agent as
administrative agent, and the lenders party thereto from time to time (as amended, modified or otherwise
supplemented from time to time, including by the Prepetition First Amendment and Second Amendment
to the Credit Agreement).
1.68. Prepetition First Amendment and Second Amendment to the Credit Agreement
means the certain (a) First Amendment to the Credit Agreement, dated as of March 17, 2011, and (b)
Forbearance Agreement and Second Amendment to the Credit Agreement, dated as of October 15, 2012.
1.69. Prepetition Lender Claims means all Claims against the Debtors arising under or
in connection with the Prepetition Credit Agreement and all documents relating thereto.
1.70. Prepetition Lenders means the lenders from time to time party to the Prepetition
Credit Agreement as lenders thereunder, including former lenders and any applicable assignees and
participants thereof.
1.71. Priority Non-Tax Claim means any Claim other than an Administrative Expense
Claim or a Priority/Secured Tax Claim that is entitled to priority in payment as specified in section
507(a)(3), (4), (5), (6), (7) and (9) of the Bankruptcy Code.
1.72. Priority/Secured Tax Claim means any unsecured Claim or Secured Claim of a
governmental unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8)
of the Bankruptcy Code and any Secured Claim for penalties with respect to such Claims.
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1.73. Purchaser Representative means Col-L Acquisition, LLC.
1.74. Purchasers means Col-L Acquisition, LLC, PAR Investment Partners, L.P., Nala
Investments, LLC, MAR Capital Fund I, L.P, MAR Capital Fund II, L.P. and MAR Capital Fund III, L.P.
1.75. Released Parties means collectively: (a) the Debtors; (b) the DIP Lenders; (c) the
Prepetition Lenders; (d) the DIP Agent; (e) the Prepetition Agent; (f) Colony Capital; (g) Purchasers; and
(h) with respect to each of the foregoing entities in clauses (a) through (g), such entities’ predecessors,
successors and assigns, subsidiaries, affiliates, current and former officers, directors, principals,
employees, agents, advisory board members, financial advisors, attorneys, accountants, investment
bankers, consultants, representatives, management companies, managed accounts and funds, fund
advisors and other professionals, and such persons’ respective heirs, executors, estates, servants and
nominees, in each case in their capacity as such.
1.76. Releasing Party means each of, and solely in its capacity as such, (a) the
Prepetition Agent; and (b) the holders of impaired Claims or Interests other than those who (i) have been
deemed to reject the Plan, or (ii) abstain from voting or voted to reject the Plan and have also checked the
box on the applicable ballot indicating that they opt not to grant the releases provided in the Plan; (c) the
holders of Unimpaired Claims; and (d) with respect to the foregoing entities in clauses (a) through (c),
such entity’s current affiliates, subsidiaries, officers, directors, principals, members, employees, agents,
financial advisors, attorneys, accountants, investment bankers, consultants, representatives, equityholders,
partners and other professionals.
1.77. Reorganized LodgeNet Interactive means LodgeNet Interactive, as reorganized
on the Effective Date in accordance with the Plan.
1.78. Reorganized Debtors means the Debtors, as reorganized on the Effective Date in
accordance with the Plan.
1.79. Reorganized Subsidiary Debtors means the Subsidiary Debtors, as reorganized
on the Effective Date in accordance with the Plan.
1.80. Requisite Consenting Lenders means Consenting Lenders holding more than
50% of all Prepetition Lender Claims held by all Consenting Lenders at any relevant moment in time;
provided, however, that only the holdings of those Consenting Lenders who elect to participate in the
deliberations with respect to the issue for which consent of the Requisite Consenting Lenders is sought
shall be counted for purposes of calculating Requisite Consenting Lenders.
1.81. Restructuring Expenses means the reasonable and documented fees (including
transaction fees) and expenses incurred by each of (a) the DIP Agent, (b) the Prepetition Agent, and (c)
Purchaser Representative and its affiliates in connection with the transactions contemplated in this Plan
whether incurred prepetition or post-petition, including the fees and expenses of one legal counsel and
one financial advisor for the DIP Agent and Prepetition Agent and legal counsel and financial advisor for
Colony Capital and Purchaser Representative, without the requirement for the filing of a proof of claim,
retention applications, fee applications or any other applications in the Chapter 11 Cases, which, in each
case, shall be Allowed in full and shall not be subject to any offset, defense, counterclaim, reduction or
credit of any kind whatsoever.
1.82. Roll-Up DIP Claims means all DIP Claims on account of the $15 million portion
of the Prepetition Credit Agreement that were rolled-up into the DIP Loan on the Petition Date, and any
interest accrued thereon during the Chapter 11 Cases.
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1.83. Secured Claim means a Claim to the extent (i) secured by a lien on property of
the estate, to the extent of the value of such property (A) as set forth in the Plan, (B) as agreed to by the
holder of such Claim and the Debtors or (C) as determined by a Final Order in accordance with section
506(a) of the Bankruptcy Code, or (ii) secured by the amount of any rights of setoff of the holder thereof
under section 553 of the Bankruptcy Code.
1.84. Series B Preferred Interests means the 10% Series B Cumulative Perpetual
Convertible Preferred Stock of LodgeNet Interactive.
1.85. Subsidiary Debtors means the Debtors, other than LodgeNet Interactive.
1.86. Subsidiary Interests means the Interests in the Debtors, other than LodgeNet
Interactive.
1.87. Tax or Taxes means any federal, state, local, or non-U.S. income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental (including taxes under §59A of the Internal Revenue Code of 1986, as amended), customs
duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated or other tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not, and including any liability under Treasury Regulation § 1.1502-6 or any
analogous or similar state, local or non-U.S. law or regulation.
1.88. Unimpaired means, with respect to a Claim, Interest or Class of Claims or
Interests, not “impaired” within the meaning of section 1123(a)(4) and 1124 of the Bankruptcy Code.
B. Interpretation; Application of Definitions and Rules of Construction.
Unless otherwise specified, all section or exhibit references in the Plan are to the
respective section in, or exhibit to, the Plan, as the same may be amended, waived or modified from time
to time. 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, subsection or clause contained therein. The
headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the
provisions hereof. For purposes herein: (1) in the appropriate context, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, feminine and the neuter gender; (2) any reference
herein to a contract, lease, instrument, release or other agreement or document being in a particular form
or on particular terms and conditions means that the referenced document shall be substantially in that
form or substantially on those terms and conditions; (3) unless otherwise specified, all references herein
to “Sections” are references to Sections hereof or hereto; (4) the rules of construction set forth in section
102 of the Bankruptcy Code shall apply; and (5) any term used in capitalized form herein that is not
otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be.
C. Reference to Monetary Figures.
All references in the Plan to monetary figures shall refer to the legal tender of the United
States of America, unless otherwise expressly provided.
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D. Controlling Document.
In the event of an inconsistency between the Plan and the Plan Supplement, the terms of
the relevant document in the Plan Supplement shall control (unless stated otherwise in such Plan
Supplement document). The provisions of the Plan and of the Confirmation Order shall be construed in a
manner consistent with each other so as to effect the purposes of each; provided, that if there is
determined to be any inconsistency between any Plan provision and any provision of the Confirmation
Order that cannot be so reconciled, then, solely to the extent of such inconsistency, the provisions of the
Confirmation Order shall govern and any such provision of the Confirmation Order shall be deemed a
modification of the Plan and shall control and take precedence.
SECTION 2. ADMINISTRATIVE EXPENSE AND PRIORITY CLAIMS.
2.1. Administrative Expense Claims.
Except to the extent that a holder of an Allowed Administrative Expense Claim and the
Debtors or the Reorganized Debtors agree to different treatment, the Debtors (or the Reorganized
Debtors, as the case may be) shall pay to each holder of an Allowed Administrative Expense Claim, in
full and final satisfaction of its Administrative Expense Claim, Cash in an amount equal to such Claim on,
or as soon thereafter as is reasonably practicable, the later of (a) the Effective Date and (b) the first
Business Day after the date that is thirty (30) calendar days after the date such Administrative Expense
Claim becomes an Allowed Administrative Expense Claim; provided, however, that subject to section 2.4
hereof, Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of
business by the Debtors, as debtors in possession, or liabilities arising under loans or advances to or other
obligations incurred by the Debtors, as debtors in possession, whether or not incurred in the ordinary
course of business, shall be paid by the Debtors in the ordinary course of business, consistent with past
practice and in accordance with the terms and subject to the conditions of any agreements governing,
instruments evidencing or other documents relating to such transactions.
2.2. Fee Claims.
All entities seeking an award by the Bankruptcy Court of Fee Claims (a) shall file their
respective final applications for allowance of compensation for services rendered and reimbursement of
expenses incurred by the date that is thirty (30) days after the Effective Date and (b) shall be paid in full
from the Debtors’ or Reorganized Debtors’ Cash on hand in such amounts as are Allowed by the
Bankruptcy Court (i) upon the later of (A) the Effective Date and (B) the date upon which the order
relating to any such Allowed Fee Claim is entered or (ii) upon such other terms as may be mutually
agreed upon between the holder of such an Allowed Fee Claim and the Debtors or, on and after the
Effective Date, the Reorganized Debtors. The Reorganized Debtors are authorized to pay compensation
for services rendered or reimbursement of expenses incurred after the Effective Date in the ordinary
course and without the need for Bankruptcy Court approval.
2.3. Priority/Secured Tax Claims.
Except to the extent that a holder of an Allowed Priority/Secured Tax Claim agrees to a
different treatment, each holder of an Allowed Priority/Secured Tax Claim shall, in full satisfaction,
release, and discharge of such Allowed Priority/Secured Tax Claim be paid, in the sole discretion of the
Reorganized Debtors (1) in full in Cash on the latest to occur of (a) the Effective Date, to the extent such
Claim is an Allowed Priority/Secured Tax Claim on the Effective Date, (b) on the date such Claim
becomes and Allowed Priority/Secured Tax Claim, or (c) to the extent such Claim is not Allowed, but is
due and owing on the Effective Date, in accordance with the terms of any agreement between the Debtors
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and such holder, or as may be due and owing under applicable non-bankruptcy law, or in the ordinary
course of business, or (2) as otherwise permitted by the Bankruptcy Code.
2.4. DIP Claims.
On the Effective Date, all DIP Claims shall be Allowed and, other than any Roll-Up DIP
Claims, paid in full in Cash on the Effective Date. In accordance with section 5.6 hereof, the Roll-Up
DIP Claims, will automatically be deemed to be amounts outstanding under the Exit Term Loan on the
Effective Date.
SECTION 3. CLASSIFICATION OF CLAIMS AND INTERESTS.
3.1. Summary of Classification.
The following table designates the Classes of Claims against and Interests in each of the
Debtors and specifies which of those Classes are (a) Impaired or Unimpaired by the Plan, (b) entitled to
vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code and (c) deemed
to accept or reject the Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims and Priority/Secured Tax Claims have not been classified and, thus, are
excluded from the Classes of Claims and Interests set forth in this Section 3. The classification of Claims
and Interests set forth herein shall apply separately to each of the Debtors. All of the potential Classes for
the Debtors are set forth herein. Certain of the Debtors may not have holders of Claims or Interests in a
particular Class or Classes, and such Classes shall be treated as set forth in Section 3.3.
Class Designation Treatment Entitled to Vote
1 Priority Non-Tax Claims Unimpaired No (deemed to accept)
2 Prepetition Lender Claims Impaired Yes
3 Other Secured Claims Unimpaired No (deemed to accept)
4 General Unsecured Claims Unimpaired No (deemed to accept)
5 Intercompany Claims Unimpaired No (deemed to accept)
6 Interests in Subsidiary Debtors Unimpaired No (deemed to accept)
7 Series B Preferred Interests in LodgeNet Impaired No (deemed to reject)
Interactive
8 Interests in LodgeNet Interactive Impaired No (deemed to reject)
3.2. Special Provision Governing Unimpaired Claims.
Except as otherwise provided in the Plan, nothing under the Plan shall affect the rights of
the Debtors or the Reorganized Debtors, as applicable, in respect of any Unimpaired Claims, including all
rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such
Unimpaired Claims.
3.3. Elimination of Vacant Classes.
Any Class of Claims or Interests that, as of the commencement of the Confirmation
Hearing, does not have at least one holder of a Claim or Interest that is Allowed in an amount greater than
zero for voting purposes shall be considered vacant, deemed eliminated from the Plan for purposes of
voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies
section 1129(a)(8) of the Bankruptcy Code with respect to that Class.
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SECTION 4. TREATMENT OF CLAIMS AND INTERESTS.
4.1. Priority Non-Tax Claims (Class 1).
(a) Classification: Class 1 consists of Priority Non-Tax Claims against the
Debtors.
(b) Treatment: Except to the extent that a holder of an Allowed Priority
Non-Tax Claim against any of the Debtors has agreed to less favorable treatment of such Claim, each
such holder shall receive, in full and final satisfaction of such Claim, Cash in an amount equal to such
Claim, payable on the later of the Effective Date and the date on which such Priority Non-Tax Claim
becomes an Allowed Priority Non-Tax Claim, in each case, or as soon as reasonably practicable
thereafter.
(c) Voting: Class 1 is Unimpaired, and the holders of Priority Non-Tax
Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, holders of Priority Non-Tax Claims are not entitled to vote to accept or
reject the Plan.
4.2. Prepetition Lender Claims (Class 2).
(a) Classification: Class 2 consists of the Prepetition Lender Claims against
the Debtors.
(b) Allowance: The Prepetition Lender Claims are Allowed in an amount of
$346,406,541.55 million (plus any amounts drawn as of the Effective Date on the $350,000 of issued and
outstanding letters of credit) on account of unpaid principal, plus interest, fees and other expenses, arising
under or in connection with the Prepetition Credit Agreement; provided, however, that any Prepetition
Lender Claims held by the Debtors or any affiliate of the Debtors are deemed waived and not Allowed.
(c) Treatment: On the Effective Date, each holder of an Allowed Class 2
Prepetition Lender Claim shall receive, in full and final satisfaction of its Prepetition Lender Claim, its
pro rata share of the Exit Term Loan, allocated between the Exit Term A Loan and the Exit Term B Loan
in the manner set forth in the Exit Loan Agreement.
(d) Voting: Class 2 is Impaired, and holders of Prepetition Lender Claims
are entitled to vote to accept or reject the Plan.
4.3. Other Secured Claims (Class 3).
(a) Classification: Class 3 consists of the Other Secured Claims. To the
extent that Other Secured Claims are secured by different collateral or different interests in the same
collateral, such Claims shall be treated as separate subclasses of Class 3.
(b) Treatment: Except to the extent that a holder of an Allowed Other
Secured Claim against any of the Debtors has agreed to less favorable treatment of such Claim, each
holder of an Allowed Other Secured Claim shall receive, at the option of the Debtors or the Reorganized
Debtors, an of (i) payment in full in Cash in full and final satisfaction of such claim, payable on the later
of the Effective Date and the date on which such Other Secured Claim becomes an Allowed Other
Secured Claim, or, in each case, as soon as reasonably practicable thereafter, (ii) reinstatement pursuant to
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section 1124 of the Bankruptcy Code or (iii) such other recovery necessary to satisfy section 1129 of the
Bankruptcy Code.
(c) Voting: Class 3 is Unimpaired, and the holders of Other Secured Claims
are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
Therefore, holders of Other Secured Claims are not entitled to vote to accept or reject the Plan.
4.4. General Unsecured Claims (Class 4).
(a) Classification: Class 4 consists of General Unsecured Claims against the
Debtors.
(b) Treatment: Except to the extent that a holder of an Allowed General
Unsecured Claim agrees to less favorable treatment of such Allowed General Unsecured Claim, each
holder of an Allowed General Unsecured Claim shall receive on account of such holder’s Allowed
General Unsecured Claim, payment in full, in Cash, plus postpetition interest calculated in accordance
with section 6.13 hereof, payable on the later of the Effective Date and the date on which such General
Unsecured Claim becomes an Allowed General Unsecured Claim, or, in each case, as soon as reasonably
practicable thereafter.
(c) Voting: Class 4 is Unimpaired, and the holders of General Unsecured
Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, holders of General Unsecured Claims are not entitled to vote to accept or
reject the Plan.
4.5. Intercompany Claims (Class 5).
(a) Classification: Class 5 consists of Intercompany Claims.
(b) Treatment: On the Effective Date, Intercompany Claims shall be
reinstated by the Debtors.
(c) Voting: Class 5 is Unimpaired, and the holders of Intercompany Claims
are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
Therefore, holders of Intercompany Claims are not entitled to vote to accept or reject the Plan.
4.6. Interests in Subsidiary Debtors (Class 6).
(a) Classification: Class 6 consists of Interests in each of the Subsidiary
Debtors.
(b) Treatment: On the Effective Date, all Interests in the Subsidiary Debtors
shall continue to be owned by the entity that owned the Interest in the respective Subsidiary Debtors on
the Petition Date, and the certificates and other documents representing such Interests shall remain in full
force and effect.
(c) Voting: Class 6 is Unimpaired by the Plan, and the holders of the
Allowed Interests in Subsidiary Debtors are conclusively deemed to have accepted the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Therefore, the holders of Interests in Subsidiary Debtors are not
entitled to vote to accept or reject the Plan.
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4.7. Series B Preferred Interests in LodgeNet Interactive (Class 7).
(a) Classification: Class 7 consists of Series B Preferred Interests in
LodgeNet Interactive.
(b) Treatment: All Series B Preferred Interests shall be deemed cancelled,
and the holders of Series B Preferred Interests shall not receive or retain any property under the Plan on
account of such interests.
(c) Voting: Class 7 is Impaired by the Plan, and the holders of the Allowed
Series B Preferred Interests are conclusively deemed to have rejected the Plan pursuant to section 1126(g)
of the Bankruptcy Code. Therefore, the holders of Series B Preferred Interests are not entitled to vote to
accept or reject the Plan.
4.8. Interests in LodgeNet Interactive (Class 8).
(a) Classification: Class 8 consists of Interests in LodgeNet Interactive.
(b) Treatment: On the Effective Date, all Interests in LodgeNet Interactive
shall be deemed cancelled, and the holders of Interests in LodgeNet Interactive shall not receive or retain
any property under the Plan on account of such interests.
(c) Voting: Class 8 is Impaired by the Plan, and the holders of Interests in
LodgeNet Interactive are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the
Bankruptcy Code. The holders of Interests in LodgeNet Interactive are not entitled to vote to accept or
reject the Plan.
SECTION 5. MEANS FOR IMPLEMENTATION.
5.1. Joint Chapter 11 Plan
The Plan is a joint chapter 11 plan for each of the Debtors, with the Plan for each Debtor
being non-severable and mutually dependent on the Plan for each other Debtor.
5.2. Colony Transaction
On the Effective Date, subject to the terms and conditions set forth in the Investment
Agreement, Reorganized LodgeNet Interactive shall issue to Purchasers or Purchaser Representative’s
designees, and Purchasers and Purchaser’s Representatives designees shall purchase 100% of the New
Common Stock on the Effective Date for an aggregate purchase price of $60,000,000; provided that,
Purchaser Representative may assign the rights and obligations to purchase a portion of the New
Common Stock in accordance with the terms of the Investment Agreement.
On the Effective Date, subject to the terms and conditions set forth in the Investment
Agreement, Reorganized LodgeNet Interactive shall issue to the entities identified on Schedule C to the
Investment Agreement, and such entities shall purchase warrants to purchase New Common Stock which,
upon exercise represent 27.5% of the outstanding New Common Stock on a fully diluted basis for a
purchase price of $5,000.
On the Effective Date, Purchaser(s), or designees in accordance with the terms of the
Investment Agreement, may also purchase, at its option, any number of additional shares of New
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Common Stock at a price determined in the Investment Agreement, up to an aggregate additional
purchase price of $30,000,000.
The Issuance of the New Common Stock and warrants to Purchasers and any designees
of Purchaser Representative shall be authorized without the need for any further corporate action.
Purchasers and/or any designee(s) shall pay the aggregate purchase price to Reorganized LodgeNet
Interactive on the Effective Date. The New Common Stock and warrants shall have the terms set forth in
the Investment Agreement, Amended Organizational Documents and forms of warrants or term sheets
therefor attached to the Investment Agreement.
5.3. Use of Proceeds of Colony Transaction
On the Effective Date, the proceeds shall be used to fund payments required to be made
under the Plan and any proceeds not required to fund payments under the Plan shall be retained by the
Reorganized Debtors and shall be used for general corporate purposes, subject to any restrictions that are
placed on use of such funds by the Exit Loan Agreement.
5.4. Settlement with DIRECTV
On or before the Effective Date, pursuant to Bankruptcy Rule 9019, LodgeNet Interactive
shall enter into a settlement with DIRECTV, LLC (“DIRECTV”), under which (a) Reorganized LodgeNet
Interactive shall assume the Existing DIRECTV Agreement under this Plan and then replace the Existing
DIRECTV Agreement with a new agreement with DIRECTV in the form agreed to between Colony
Capital, LodgeNet Interactive and DIRECTV (the “DIRECTV Agreement”), and (b) DIRECTV’s claim
for amounts due and payable prior to the Petition Date shall be Allowed and paid in accordance with a
payment schedule agreed to by LodgeNet Interactive and DIRECTV, each of cases (a) and (b), effective
as of the Effective Date. The DIRECTV Agreement shall replace the Existing DIRECTV Agreement,
which shall automatically terminate without liability of any party thereto upon the effectiveness of the
DIRECTV Agreement on the Effective Date.
5.5. Distribution of Term A Loan Notes and Term B Loan Notes.
On the Effective Date, LodgeNet Interactive will enter into the Exit Loan Agreement,
which shall contain terms consistent with the Exit Term Loan Term Sheet and shall otherwise be in form
acceptable to Purchaser Representative and the Requisite Consenting Lenders. On the Effective Date, the
Exit Loan Agreement shall be executed and delivered, and the Reorganized LodgeNet Interactive shall be
authorized to execute, deliver and enter into the Exit Loan Agreement in connection with the distribution
to holders of Class 2 Prepetition Lender Claims, without the need for any further corporate action and
without further action by the holders of Claims or Interests.
Upon entry into the Exit Loan Agreement, all security documents executed in connection
with the Prepetition Credit Agreement, including the Guarantee and Collateral Agreement shall be
amended or amended and restated, as may be necessary, to conform to the terms of the Exit Loan
Agreement, and shall remain in full force and effect, and all Liens, rights, interests, duties and obligations
thereunder shall survive the Effective Date and shall continue to secure all obligations under the Exit
Loan Agreement. Without limiting the generality of the foregoing, all Liens and security interests granted
pursuant to the Exit Loan Agreement (including, without limitation, the security documents executed in
connection with the Prepetition Credit Agreement as amended or amended and restated in connection
with the Exit Loan Agreement) to the Prepetition Agent and the Prepetition Lenders are intended to be (i)
valid, binding, perfected, enforceable, Liens and security interests in the personal and real property
described in and subject to such documents, with the priorities established in respect thereof under
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applicable non-bankruptcy law and (ii) not subject to avoidance, recharacterization or subordination under
any applicable law.
5.6. Termination of DIP Loan Agreement
On the Effective Date, (a) LodgeNet Interactive shall pay, in full in Cash by wire transfer
or immediately available funds, all DIP Claims (excluding any Roll-Up DIP Claims); and (b) the
commitments under the DIP Loan Agreement shall be terminated. All Roll-Up DIP Claims shall be
deemed to be outstanding amounts under the Exit Term Loan. Upon payment or satisfaction in full of all
DIP Claims in accordance with the terms thereof, all liens and security interests granted to secure such
obligations shall be deemed terminated and shall be of no further force and effect. Notwithstanding the
foregoing, all obligations of the Debtors (if any) to the DIP Agent and the DIP Lenders under the DIP
Loan Agreement which are expressly stated in the DIP Loan Agreement as surviving such agreement’s
termination (including, without limitation, indemnification and expense reimbursement obligations) shall,
as so specified, survive without prejudice and remain in full force and effect.
5.7. Exit Revolver
On the Effective Date, LodgeNet Interactive will enter into the Exit Revolver on terms
not inconsistent with the Exit Term Loan Term Sheet and shall otherwise be in substance reasonably
acceptable to Purchaser Representative and the Requisite Consenting Lenders. On the Effective Date, the
Exit Revolver Agreement shall be executed and delivered, and the Reorganized LodgeNet Interactive
shall be authorized to execute, deliver and enter into the Exit Revolver Agreement, without the need for
any further corporate action and without further action by the holders of Claims or Interests. On the
Effective Date, the Guarantee and Collateral Agreement shall be amended and restated, if necessary, to
provide for the grant of liens and security interests to secure the Exit Revolver.
5.8. Cancellation of Existing Securities and Agreements.
Except for executory contracts and unexpired leases that have been assumed by the
Debtors, on the Effective Date, all of the agreements and other documents evidencing (a) the Claims or
rights of any holder of a Claim against the Debtors, including all credit agreements, and notes evidencing
such Claims, (b) the Interests in LodgeNet Interactive (c) any options or warrants to purchase Interests of
LodgeNet Interactive, or obligating such Debtors to issue, transfer or sell Interests or any other capital
stock of such Debtors, shall be amended, restated, substituted for or cancelled, as the case may be, other
than for purposes of evidencing a right to distributions under the Plan with respect to executory contracts
or unexpired leases which have not been assumed by the Debtors or as otherwise provided hereunder.
5.9. Board of Directors and Management.
(a) Board of Directors. Upon and following the Effective Date, the
New Board and the boards of directors for each of the Reorganized Subsidiary Debtors shall
comprise such number of directors as determined by Purchaser Representative. The members of
the New Board and the new boards of each of the Reorganized Subsidiary Debtors will be identified no
later than the Confirmation Hearing in accordance with section 1129(a)(5) of the Bankruptcy Code. On
the Effective Date, the terms of the current members of the boards of directors of the Debtors shall expire.
(b) Directors and Officers of the Reorganized Debtors. Except as otherwise
provided in the Plan Supplement or as determined by Purchaser Representative prior to the Confirmation
Hearing, the officers of the respective Reorganized Debtors immediately before the Effective Date shall
serve as the initial officers of each of the respective Reorganized Debtors on or after the Effective Date
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and in accordance with any employment agreement with the Reorganized Debtors and applicable non-
bankruptcy law. After the Effective Date, the selection of officers of the Reorganized Debtors shall be as
provided by their respective organizational documents.
5.10. Merger/Dissolution/Consolidation.
On the Effective Date or as soon as practicable thereafter and without need for any
further action, the Reorganized Debtors may, subject to the terms of the Exit Loan Agreement, (i) cause
any or all of the Debtors to be merged into one or more of the Reorganized Debtors, dissolved or
otherwise consolidated, (ii) cause the transfer of assets between or among the Reorganized Debtors, or
(iii) engage in any other transaction in furtherance of the Plan.
5.11. Cancellation of Liens.
Except as otherwise specifically provided herein with respect to Classes 2 and 3, any
Lien securing any Secured Claim shall be deemed released, and the holder of such Secured Claim shall be
authorized and directed to release any collateral or other property of the Debtors (including any Cash
collateral) held by such holder and to take such actions as may be requested by the Reorganized Debtors,
to evidence the release of such Lien, including the execution, delivery and filing or recording of such
releases as may be requested by the Reorganized Debtors.
5.12. Withholding and Reporting Requirements.
In connection with this Plan and all instruments issued in connection therewith and
distributed thereon, the Debtors shall comply with all applicable withholding and reporting requirements
imposed by any federal, state or local taxing authority, and all distributions under this Plan shall be
subject to any such withholding or reporting requirements. In the case of a non-Cash distribution that is
subject to withholding, the distributing party may withhold an appropriate portion of such distributed
property and sell such withheld property to generate Cash necessary to pay over the withholding tax. Any
amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and
received by the applicable recipient for all purposes of the Plan. Notwithstanding the above, each holder
of an Allowed Claim that is to receive a distribution under this Plan shall have the sole and exclusive
responsibility for the satisfaction and payment of any tax obligations imposed on such holder by any
governmental unit, including income, withholding and other tax obligations, on account of such
distribution. The Debtors have the right, but not the obligation, to not make a distribution until such
holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such tax
obligations. The Debtors may require, as a condition to receipt of a distribution, that the holder of an
Allowed Claim complete and return a Form W-8 or W-9, as applicable to each such holder. If the
Debtors make such a request and the holder fails to comply before the date that is 180 days after the
request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized
Debtor and any Claim in respect of such distribution shall be discharged and forever barred from assertion
against such Reorganized Debtor or its respective property.
5.13. Exemption From Certain Transfer Taxes.
Pursuant to section 1146(a) of the Bankruptcy Code, (a) any issuance, transfer or
exchange of notes or equity securities under the Plan, (b) the creation of any mortgage, deed of trust or
other security interest, or (c) the making or assignment of any lease or sublease, or the making or delivery
of any instrument of transfer from a Debtor to a Reorganized Debtor or any other Person pursuant to the
Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar
tax, mortgage tax, real estate transfer tax, mortgage recording tax or other similar tax or governmental
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assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials
or agents to forego the collection of any such tax or governmental assessment and to accept for filing and
recordation any of the foregoing instruments or other documents without the payment of any such tax or
governmental assessment. Without limiting the foregoing, any issuance, transfer or exchange of a security
or any making or delivery of an instrument of transfer pursuant to the Plan shall be exempt from the
imposition and payment of any and all transfer taxes (including, without limitation, any and all stamp
taxes or similar taxes and any interest, penalties and addition to the tax that may be required to be paid in
connection with the consummation of the Plan) pursuant to sections 1146(a), 505(a), 106 and 1141 of the
Bankruptcy Code.
5.14. Management Incentive Plan.
To the extent determined by Purchaser Representative in its sole discretion Reorganized
LodgeNet Interactive shall adopt the new management incentive plan set forth in the Plan Supplement.
5.15. Sources of Consideration for Plan Distributions.
Except as otherwise provided in the Plan or the Confirmation Order, all consideration
necessary for the Reorganized Debtors to make payments pursuant to the Plan shall be obtained from the
existing Cash balances of the Debtors, the purchase price specified in the Investment Agreement, the Exit
Term Loan, the Exit Revolver, and the operations of the Debtors or the Reorganized Debtors. The
Reorganized Debtors may also make such payments using Cash received from their subsidiaries through
the Reorganized Debtors' consolidated cash management systems
5.16. Effectuating Documents; Further Transactions.
On the Effective Date or as soon as reasonably practicable thereafter, the Reorganized
Debtors may take all actions as may be necessary or appropriate to effect any transaction described in,
approved by, contemplated by, or necessary to effectuate the Plan, including: (1) the execution and
delivery of appropriate agreements or other documents of merger, consolidation, restructuring,
conversion, disposition, transfer, dissolution or liquidation containing terms that are consistent with the
terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to
which the applicable entities may agree; (2) the execution and delivery of appropriate instruments of
transfer, assignment, assumption or delegation of any asset, property, right, liability, debt or obligation on
terms consistent with the terms of the Plan and having other terms for which the applicable parties agree;
(3) the filing of appropriate certificates or articles of incorporation, reincorporation, merger,
consolidation, conversion or dissolution and the Amended Organizational Documents pursuant to
applicable state law; and (4) all other actions that the applicable entities determine to be necessary or
appropriate, including making filings or recordings that may be required by applicable law, subject, in
each case, to the Amended Organizational Documents.
On and after the Effective Date, the Reorganized Debtors and the officers and members
of the boards of directors thereof, are authorized to and may issue, execute, deliver, file or record such
contracts, securities, instruments, releases and other agreements or documents and take such actions as
may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of
the Plan and the securities issued pursuant to the Plan in the name of and on behalf of the Reorganized
Debtors, without the need for any approvals, authorization, or consents except for those expressly
required pursuant to the Plan.
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SECTION 6. DISTRIBUTIONS.
6.1. Distribution Record Date.
As of the close of business on the Distribution Record Date, the various transfer registers
for each of the Classes of Claims or Interests as maintained by the Debtors or their respective agents, shall
be deemed closed, and there shall be no further changes in the record holders of any of the Claims or
Interests. The Debtors or the Reorganized Debtors shall have no obligation to recognize any transfer of
the Claims or Interests occurring on or after the Distribution Record Date.
6.2. Date of Distributions.
Except as otherwise provided herein, any and all distributions and deliveries to be made
hereunder shall be made on the Effective Date, as soon thereafter as is practicable or as otherwise
determined in accordance with the Plan. In the event that any payment or act under the Plan is required to
be made or performed on a date that is not a Business Day, then the making of such payment or the
performance of such act may be completed on or as soon as reasonably practicable after the next
succeeding Business Day, but shall be deemed to have been completed as of the required date.
6.3. Disbursing Agent.
All distributions hereunder shall be made by Reorganized LodgeNet Interactive (or such
other entity designated by Reorganized LodgeNet Interactive), as Disbursing Agent, on or after the
Effective Date, or as otherwise provided herein. No Disbursing Agent hereunder shall be required to give
any bond or surety or other security for the performance of its duties unless otherwise ordered by the
Bankruptcy Court.
6.4. Powers of Disbursing Agent.
A Disbursing Agent shall be empowered to (a) effect all actions and execute all
agreements, instruments and other documents necessary to perform its duties hereunder, (b) make all
distributions contemplated hereby and (c) exercise such other powers as may be vested in the Disbursing
Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to
be necessary and proper to implement the provisions hereof.
6.5. Expenses of the Disbursing Agent.
Except as otherwise ordered by the Bankruptcy Court, any reasonable fees and expenses
incurred by the Disbursing Agent acting in such capacity (including taxes and reasonable attorneys’ fees
and expenses) on or after the Effective Date shall be paid in Cash by the Reorganized Debtors in the
ordinary course of business.
6.6. Delivery of Distributions.
(a) Subject to Bankruptcy Rule 9010, all distributions to any holder of an Allowed
Claim shall be made to a Disbursing Agent, who shall transmit such distribution to the applicable holders
of Allowed Claims. In the event that any distribution to any holder is returned as undeliverable, the
Disbursing Agent shall use reasonable efforts to determine the current address of such holder, but no
further distributions shall be made to such holder unless and until such Disbursing Agent is notified in
writing of such holder’s then-current address, at which time all currently-due, missed distributions shall
be made to such holder as soon as reasonably practicable thereafter without interest; provided, however,
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that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code
at the expiration of one (1) year from the Effective Date. After such date, all unclaimed property or
interest in property shall revert to the Reorganized Debtors, and the Claim of any other holder to such
property or interest in property shall be discharged and forever barred notwithstanding any applicable
federal or state escheat, abandoned or unclaimed property laws to the contrary.
(b) The Prepetition Agent shall be the Disbursing Agent for the Allowed Prepetition
Lender Claims. Distributions under the Plan to holders of such Allowed Prepetition Lender Claims shall
be made by the Reorganized Debtors to the Prepetition Agent, which, in turn, shall make the distributions
to Prepetition Lenders. The Prepetition Agent shall not be required to give any bond, surety or other
security for the performance of its duties with respect to its administration of distributions. Upon delivery
by the Reorganized Debtors of the distributions in conformity with Sections 4.2 and 5.6 hereof to the
Prepetition Agent, the Reorganized Debtors shall be released of all liability with respect to the delivery of
such distributions.
(c) The DIP Agent shall be the Disbursing Agent for the Allowed DIP Claims.
Distributions under the Plan to holders of such Allowed DIP Claims shall be made by the Debtors to the
DIP Agent, which, in turn, shall make the distributions to DIP Lenders. The DIP Agent shall not be
required to give any bond, surety or other security for the performance of its duties with respect to its
administration of distributions. Upon delivery by the Debtors of the distributions in conformity with
Sections 2.4 and 5.7 hereof to the DIP Agent, the Debtors shall be released of all liability with respect to
the delivery of such distributions.
6.7. Manner of Payment Under Plan.
(a) All distributions of the Exit Term Loan to the holders of Prepetition Lender
Claims under the Plan shall be made by, or at the direction of, the Prepetition Agent on behalf of
Reorganized LodgeNet Interactive.
(b) All distributions of Cash under the Plan shall be made by the applicable
Disbursing Agent on behalf of the applicable Debtor.
(c) At the option of the Debtors, any Cash payment to be made hereunder may be
made by a check or wire transfer or as otherwise required or provided in applicable agreements.
6.8. Fractional Units.
No Fractional shares of New Common Stock shall be issued or distributed under the Plan
and no Cash shall be distributed in lieu of such fractional shares. When any distribution pursuant to the
Plan on account of an Allowed Claim would otherwise result in the issuance of a number of shares of
New Common Stock that is not a whole number, the actual distribution of shares of New Common Stock
shall be rounded as follows: (a) fractions of one-half (½) or greater shall be rounded to the next higher
whole number and (b) fractions of less than one-half (½) shall be rounded to the next lower whole number
with no further payment therefor. The total number of authorized shares of New Common Stock to be
distributed to holders of Allowed Claims shall be adjusted as necessary to account for the foregoing
rounding.
6.9. Setoffs.
The Debtors and the Reorganized Debtors may, but shall not be required to, set off
against any Claim (other than a Prepetition Lender Claim) (for purposes of determining the Allowed
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amount of such Claim on which distribution shall be made), any claims of any nature whatsoever that the
Debtors or the Reorganized Debtors may have against the holder of such Claim; provided, that neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the
Debtors or the Reorganized Debtors of any such claim the Debtors or the Reorganized Debtors may have
against the holder of such Claim.
6.10. Distributions After Effective Date.
Distributions made after the Effective Date pursuant to section 7.5 hereof to holders of
Disputed Claims that are not Allowed Claims as of the Effective Date but which later become Allowed
Claims shall be deemed to have been made on the Effective Date.
6.11. Allocation of Distributions Between Principal and Interest.
Except as otherwise provided in this Plan, to the extent that any Allowed Claim entitled
to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such
distribution shall be allocated to the principal amount (as determined for federal income tax purposes) of
the Claim first, and then to accrued but unpaid interest.
6.12. Minimum Distributions.
No payment of Cash in less than $100 shall be made to any holder of an Allowed Claim
unless a request therfore is made in writing to the appropriate Disbursement Agent.
6.13. Postpetition Interest on Allowed General Unsecured Claims and Cure
Amounts.
Postpetition interest shall be paid on Allowed General Unsecured Claims and Cure
amounts as calculated at the Federal Judgment Rate; provided, however, if an executory contract or
unexpired lease provides an applicable contract interest rate, which the holder of such contract or lease
timely asserts in response to the notice pursuant to section 8.2, then interest shall be calculated at the
contract interest rate, subject to the Debtors’ right to object to any such asserted interest rate. For the
avoidance of doubt, DIP Claims and Prepetition Lender Claims will accrue and be paid postpetition
interest in accordance with the terms set forth in the agreements governing DIP Claims and the
Prepetition Lender Claims (at the non-default rate), respectively.
SECTION 7. PROCEDURES FOR DISPUTED CLAIMS.
7.1. Proofs of Claim/Disputed Claims/Process
Notwithstanding section 502(a) of the Bankruptcy Code, and considering the unimpaired
treatment of all holders of General Unsecured Claims under this Plan, all proofs of claim filed in these
Chapter 11 Cases shall be considered objected to and Disputed without further action by the Debtors.
Upon the Effective Date, all proofs of claim filed against the Debtors, regardless of the time of filing, and
including claims filed after the Effective Date, shall be deemed withdrawn, other than as provided below.
The deemed withdrawal of all proofs of claim is without prejudice to each claimant’s rights under this
section 7.1 of the Plan to assert their Claims in any forum as though the Debtors’ cases had not been
commenced. Notwithstanding anything in this section 7.1, (a) all Claims against the Debtors that result
from the Debtors’ rejection of an executory contract or unexpired lease, (b) disputes regarding the amount
of any Cure pursuant to section 365 of the Bankruptcy Code and (c) Claims that the Debtors seek to have
determined by the Bankruptcy Court, shall in all cases be determined by the Bankruptcy Court.
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7.2. Objections to Claims.
Except insofar as a Claim is Allowed under the Plan, notwithstanding Section 7.1 above,
the Debtors, the Reorganized Debtors or any other party in interest shall be entitled to object to Claims.
Any objections to Claims shall be served and filed on or before (a) the one-hundred and twentieth (120th)
day following the later of (i) the Effective Date and (ii) the date that a proof of Claim is filed or amended
or a Claim is otherwise asserted or amended in writing by or on behalf of a holder of such Claim, or (b)
such later date as may be fixed by the Bankruptcy Court.
7.3. Estimation of Claims.
The Reorganized Debtors may at any time request that the Bankruptcy Court estimate
any contingent, unliquidated or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code
regardless of whether the Debtor previously objected to such Claim or whether the Bankruptcy Court has
ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at
any time during litigation concerning any objection to any Claim, including, without limitation, during the
pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court estimates
any contingent, unliquidated or Disputed Claim, the amount so estimated shall constitute either the
Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy
Court. If the estimated amount constitutes a maximum limitation on the amount of such Claim, the
Reorganized Debtors may pursue supplementary proceedings to object to the allowance of such Claim.
All of the aforementioned objection, estimation and resolution procedures are intended to be cumulative
and not exclusive of one another. Claims may be estimated and subsequently compromised, settled,
withdrawn or resolved by any mechanism approved by the Bankruptcy Court.
7.4. No Distributions Pending Allowance.
If an objection to a Claim is filed as set forth in Section 7.2, no payment or distribution
provided under the Plan shall be made on account of such Claim unless and until such Disputed Claim
becomes an Allowed Claim.
7.5. Distributions After Allowance.
To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions
(if any) shall be made to the holder of such Allowed Claim in accordance with the provisions of the Plan.
As soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any
Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the holder of such Claim
the distribution (if any) to which such holder is entitled under the Plan as of the Effective Date, without
any interest to be paid on account of such Claim unless required under applicable bankruptcy law.
7.6. Preservation of Claims and Rights to Settle Claims.
Except as otherwise provided herein, or in any contract, instrument, release, indenture, or
other agreement or document entered into in connection with this Plan, in accordance with section
1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or
compromise (or decline to do any of the foregoing) all Claims, Disputed Claims, rights, Causes of Action,
suits and proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their
estates may hold against any Person, without the approval of the Bankruptcy Court, subject to the terms
of Section 7.2 hereof, the Confirmation Order, and any contract, instrument, release, indenture, or other
agreement entered into in connection herewith. The Reorganized Debtors or their successor(s) may
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pursue such retained Claims, rights, Causes of Action, suits or proceedings, as appropriate, in accordance
with the best interests of the Reorganized Debtors or their successor(s) who hold such rights.
SECTION 8. EXECUTORY CONTRACTS AND UNEXPIRED LEASES.
8.1. General Treatment.
Effective as of the Effective Date, all executory contracts and unexpired leases to which
any of the Debtors are parties are hereby assumed, except for an executory contract or unexpired lease
that (a) has previously been assumed or rejected pursuant to Final Order of the Bankruptcy Court, (b) is
specifically designated as a contract or lease to be rejected on a schedule of contracts and leases filed and
served prior to commencement of the Confirmation Hearing, (c) is the subject of a separate (i) assumption
motion filed by the Debtors or (ii) rejection motion filed by the Debtors under section 365 of the
Bankruptcy Code before the Confirmation Date, or (d) is the subject of a pending objection regarding
assumption, cure, "adequate assurance of future performance" (within the meaning of section 365 of the
Bankruptcy Code) or other issues related to assumption of the contract or lease (a “Cure Dispute”).
8.2. Determination of Cure Disputes and Deemed Consent.
Following the Petition Date, the Debtors shall have served a notice on parties to
executory contracts or unexpired leases to be assumed reflecting the Debtors' intention to assume the
contract or lease in connection with this Plan and, where applicable, setting forth the proposed cure
amount (if any). The proposed cure amount for any executory contract or unexpired lease not listed on
the schedule shall be $0.
To the extent that an objection to assumption, cure, “adequate assurance of future
performance”, the proposed postpetition interest rate set based on the Federal Judgment Rate, or other
issues related to assumption of the contract or lease was filed within fifteen (15) days of service of notice
of intent to assume or reject, and properly served on the Debtors with respect to the assumption of any
contract or lease, then any Cure Dispute that was not scheduled for a hearing by the Bankruptcy Court on
or before the date of the Confirmation Hearing shall be scheduled for a later date as may be determined
by the Bankruptcy Court. Following resolution of a Cure Dispute by Final Order of the Bankruptcy
Court, the contract or lease shall be deemed assumed effective as of the Effective Date, provided,
however, that the Debtors reserve the right to reject any such contract or lease following entry of a Final
Order of the Bankruptcy Court resolving any such Cure Dispute, by filing a notice indicating such
rejection within 3 Business Days of the entry of such Final Order.
8.3. Payment of Cure and Effect of Assumption of Contracts and Leases.
Subject to resolution of any Cure Dispute, any monetary amounts by which any
executory contract and unexpired lease to be assumed hereunder is in default shall be satisfied, under
section 365(b)(1) of the Bankruptcy Code, by the Debtors upon assumption thereof.
To the extent that an objection was not timely filed and properly served on the Debtors
with respect to the assumption of a contract or lease, then the counterparty to such contract or lease shall
be deemed to have assented to (i) the Cure amount (plus postpetition interest calculated at the Federal
Judgment Rate) proposed by the Debtors and (ii) the assumption of the applicable executory contract or
unexpired lease, notwithstanding any provision of such contract that (a) prohibits, restricts or conditions
the transfer or assignment of such contract or (b) terminates or permits the termination of a contract as a
result of any direct or indirect transfer or assignment of the rights of the Debtor under such contract or a
change in the ownership or control of LodgeNet Interactive contemplated by the Plan, and shall forever
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be barred and enjoined from asserting such objection against the Debtors or terminated or modifying such
contract on account of transactions contemplated by the Plan.
Assumption of any executory contract or unexpired lease pursuant to the Plan, or
otherwise, shall result in the full release and satisfaction of any Claims or defaults, subject to satisfaction
of the Cure, whether monetary or nonmonetary, including defaults of provisions restricting the change in
control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed
executory contract or unexpired lease at any time before the effective date of assumption. Any proofs of
claim filed with respect to an executory contract or unexpired lease that has been assumed shall be
deemed disallowed and expunged, without further notice to or action, order or approval of the Bankruptcy
Court or any other entity
8.4. Rejection Claims.
In the event that the rejection of an executory contract or unexpired lease by any of the
Debtors pursuant to the Plan results in damages to the other party or parties to such contract or lease, a
Claim for such damages, if not heretofore evidenced by a timely filed proof of claim, shall be forever
barred and shall not be enforceable against the Debtors or the Reorganized Debtors, or their respective
properties or interests in property as agents, successors or assigns, unless a proof of claim is filed with the
Bankruptcy Court and served upon counsel for the Debtors and the Reorganized Debtors no later than
thirty (30) days after (i) the date of entry of an order by the Bankruptcy Court approving such rejection, or
(2) the date of the filing of a notice by the Debtors after the Effective Date indicating such rejection in
accordance with Section 8.2 hereof. The Confirmation Order shall constitute the Bankruptcy Court’s
approval of the rejection of all the leases and contracts identified in the Schedule of Rejected Contracts.
8.5. Survival of the Debtors’ Indemnification Obligations.
Any obligations of the Debtors pursuant to their corporate charters, bylaws, or other
organizational documents to indemnify current and former officers, directors, agents and/or employees
with respect to all present and future actions or omissions, suits and proceedings against the Debtors or
such directors, officers, agents and/or employees, based upon any act or omission occurring at or prior to
the Effective Date for or on behalf of the Debtors shall not be discharged or impaired by confirmation of
the Plan provided that the Reorganized Debtors shall not indemnify directors of the Debtors for any
Claims or Causes of Action arising out of or relating to any act or omission that is a criminal act or
constitutes intentional fraud. All such obligations shall be deemed and treated as executory contracts to
be assumed by the Debtors under the Plan and shall continue as obligations of the Reorganized Debtors.
Any claim based on the Debtors’ obligations herein shall not be a Disputed Claim or subject to any
objection in either case by reason of section 502(e)(1)(B) of the Bankruptcy Code.
In addition, after the Effective Date, the Reorganized Debtors shall not terminate or
otherwise reduce the coverage under any directors’ and officers’ insurance policies (including any “tail
policy”) in effect as of Petition Date, and all directors and officers of the Debtors who served in such
capacity at any time before the Effective Date shall be entitled to the full benefits of any such policy for
the full term of such policy regardless of whether such directors and/or officers remain in such positions
after the Effective Date.
8.6. Survival of Other Employment Arrangements
Except and to the extent previously assumed or rejected by an order of the Bankruptcy
Court entered on or before the Effective Date, all employee compensation and benefit plans entered into
before or after the Petition Date and not since terminated shall be deemed to be, and shall be treated as if
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they were, executory contracts to be assumed pursuant to the Plan. The Debtors’ obligations under such
plans and programs shall survive confirmation of the Plan, except for (a) executory contracts or employee
benefit plans specifically rejected pursuant to the Plan (to the extent such rejection does not violate
sections 1114 and 1129(a)(13) of the Bankruptcy Code) and (b) such executory contracts or employee
benefit plans as have previously been rejected, are the subject of a motion to reject as of the Effective
Date, or have been specifically waived by the beneficiaries of any employee benefit plan or contract.
Notwithstanding anything in this Section 8.6 to the contrary, any equity incentive plans of any of the
Debtors, and any stock option, restricted stock or other equity agreements and any stock appreciation
rights or similar equity incentives or equity based incentives or other obligations or liabilities the value of
which depend on the price of, or distributions paid with respect to, equity securities, shall be cancelled as
of the Effective Date and the Debtors shall have no liability or responsibility in respect of such equity
interests.
8.7. Insurance Policies.
All insurance policies pursuant to which the Debtors have any obligations in effect as of
the date of the Confirmation Order shall be deemed and treated as executory contracts pursuant to the
Plan and shall be assumed by the respective Debtors and Reorganized Debtors and shall continue in full
force and effect. All other insurance policies shall revest in the Reorganized Debtors.
8.8. Workers’ Compensation Programs.
Except as otherwise expressly provided in the Plan, as of the Effective Date, the Debtors
and the Reorganized Debtors shall continue to honor their obligations under (i) all applicable workers'
compensation laws in states in which the Reorganized Debtors operate and (ii) the Debtors' written
contracts, agreements, agreements of indemnity, self-insurer workers' compensation bonds and any other
policies, programs and plans regarding or relating to workers' compensation and workers' compensation
insurance. All such contracts and agreements are treated as executory contracts under the Plan and on the
Effective Date will be assumed pursuant to the provisions of sections 365 and 1123 of the Bankruptcy
Code, with a cure amount of zero
8.9. Reservation of Rights.
Neither the exclusion nor inclusion of any contract or lease by the Debtors on any exhibit,
schedule or other annex to the Plan or in the Plan Supplement, nor anything contained in the Plan, will
constitute an admission by the Debtors that any such contract or lease is or is not in fact an Executory
Contract or Unexpired Lease or that the Debtors or the Reorganized Debtors or their respective affiliates
has any liability thereunder.
Nothing in the Plan will waive, excuse, limit, diminish or otherwise alter any of the
defenses, Claims, Causes of Action or other rights of the Debtors and the Reorganized Debtors under any
executory or non executory contract or any unexpired or expired lease.
Nothing in the Plan will increase, augment or add to any of the duties, obligations,
responsibilities or liabilities of the Debtors or the Reorganized Debtors under any executory or non
executory contract or any unexpired or expired lease.
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SECTION 9. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE.
9.1. Conditions Precedent to the Effective Date.
The occurrence of the Effective Date of the Plan is subject to the following conditions
precedent:
(a) the Bankruptcy Court shall have entered the Confirmation Order
acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s
consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in
accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up
Agreement) and such Confirmation Order shall have become a Final Order;
(b) the conditions to closing set forth in section 10.1 of the Investment
Agreement shall have been satisfied or waived in accordance with the terms thereof, and such Investment
Agreement shall be in full force and effect;
(c) there shall be no existing default under the Plan Support and Lock-Up
Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support
and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement
shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up
Agreement shall be in full force and effect;
(d) the Definitive Documents, including all documentation related thereto,
shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors,
Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the
Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting
Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by
all parties thereto;
(e) the Debtors shall have received all authorizations, consents, regulatory
approvals, rulings, no-action letters, opinions or documents necessary to implement the Plan and that are
required by law, regulation, or order; and
(f) the amended and restated certificate of incorporation for Reorganized
LodgeNet Interactive shall have been filed with the Secretary of State of the State of Delaware.
9.2. Waiver of Conditions Precedent.
Each of the conditions precedent in Section 9.1 may be waived in writing by the Debtors
(with the prior consent of Purchaser Representative in accordance with Purchaser Representative’s
consent rights set forth in the Investment Agreement, and the Requisite Consenting Lenders in accordance
with the requisite Consenting Lender’s consent rights set forth in the Plan Support and Lock-Up
Agreement), solely without notice or order of the Bankruptcy Court.
SECTION 10. EFFECT OF CONFIRMATION.
10.1. Vesting of Assets.
On the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all
property of the Debtors’ estates shall vest in the Reorganized Debtors free and clear of all Claims, liens,
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