Doc 594 Proposed Second Amended Joint Plan of Reorganization

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    THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN.

    ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE

    STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.

    UNITED STATES BANKRUPTCY COURT

    MIDDLE DISTRICT OF TENNESSEE (NASHVILLE DIVISION)

    -------------------------------------------------------------------------IN RE: ) Chapter 11

    )CS DIP, LLC (f/k/a Church Street Health Management, LLC), ) Case No. 12-01573

    )SSHC DIP, LLC (f/k/a Small Smiles Holding Company, LLC), ) Case No. 12-01574

    )FNY DIP, LLC (f/k/a FORBA NY, LLC), ) Case No. 12-01575

    )Debtors1 ) (Jointly Administered

    ) under Case No. 12-01573)-------------------------------------------------------------------------

    SECOND AMENDED JOINT PLAN OF REORGANIZATION

    UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

    PROPOSED BY DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

    CS DIP, LLC (f/k/a Church Street Health Management, LLC), SSHC DIP, LLC (f/k/a Small SmilesHolding Company, LLC) and FNY DIP, LLC (f/k/a FORBA NY, LLC) and the Official Committee ofUnsecured Creditors of each of the foregoing jointly propose this first amended joint chapter 11 plan ofreorganization, pursuant to section 1121(a) of title 11 of the United States Code. Reference is made to theDisclosure Statement accompanying the Plan for a discussion of the Debtors history, results of operations,

    historical financial information and properties, and for a summary and analysis of the Plan. All Holders ofClaims and Interests entitled to vote are encouraged to read the Plan and Disclosure Statement in their entiretybefore voting to Accept or Reject the Plan.

    ARTICLE I

    DEFINITIONS AND INTERPRETATION

    A. Definitions.The following terms used herein shall have the respective meanings defined below (such meanings to be

    equally applicable to both the singular and plural):

    1 The Debtors (with the last four digits of each Debtors federal tax identification number and chapter 11 case number)jointly administered under Case No. 12-01573 are: CS DIP, LLC (f/k/a Church Street Health Management, LLC) (2335;Case No. 12-01573), SSHC DIP, LLC (f/k/a Small Smiles Holding Company, LLC) (4993; Case No. 12-01574), FNY DIP,LLC (f/k/a FORBA NY, LLC) (8013; Case No. 12-01575), FS DIP, Inc. (f/k/a FORBA Services Inc.) (6506; Case No. 12-01577), and EE DIP, Inc. (f/k/a EEHC, Inc.) (4973; Case No. 12-01576). Only CS DIP, LLC, SSHC DIP, LLC and FNYDIP, LLC propose this Plan, however, as it is anticipated that the cases involving FS DIP, Inc. and EE DIP, Inc. will beconverted to Chapter 7 in light of the lack of assets available for distribution in those cases. Further rationale is provided inthe Disclosure Statement.

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    1.1. 363 Sale means that certain sale of substantially all of the Companys assets toPurchaser in accordance with the Sale Approval Order, which was consummated in these Chapter 11 Cases.

    1.2. Administrative Expense Claim means any Claim constituting a cost or expense ofadministration of the Chapter 11 Cases allowed under sections 503(b) (including 503(b)(9)), 507(a)(2) and507(b) of the Bankruptcy Code) including any actual and necessary costs and expenses of preserving the

    Debtors estates, any actual and necessary costs and expenses of operating the Debtors business, any actual andnecessary costs and expenses of the administration and implementation of the Plan, any indebtedness orobligations incurred or assumed by the Debtors, as Debtors in Possession, during the Chapter 11 Cases,including, without limitation, for the acquisition or lease of property or an interest in property or the rendition ofservices, any allowances of compensation and reimbursement of expenses to the extent allowed by Final Orderunder section 330 or 503 of the Bankruptcy Code, and any fees or charges assessed against the Debtors estatesunder section 1930 of chapter 123 of title 28 of the United States Code.

    1.3. Allowedmeans that, with respect to a Claim, (i) such Claim has been listed by theDebtors in the Schedules, as such Schedules may be amended by the Debtors from time to time in accordancewith Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and no contrary proof ofclaim has been filed, (ii) a proof of claim with respect to such Claim has been timely filed and no objection

    thereto has been interposed within the time period set forth in Article 7 of the Plan or such other applicableperiod of limitation fixed by the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or anobjection thereto has been interposed and such Claim has been allowed in whole or in part by a Final Order, (iii)such Claim has been expressly allowed by a Final Order or under the Plan, or (iv) such Claim has beencompromised, settled, or otherwise resolved pursuant to the authority granted to the Post-Confirmation Debtorspursuant to a Final Order of the Bankruptcy Court or under Article 7 of the Plan;provided, however, that Claimsallowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Courtshall not be considered Allowed Claims under the Plan.

    1.4. Bankruptcy Code means title 11 of the United States Code, as amended from time totime, as applicable to the Chapter 11 Cases.

    1.5.

    Bankruptcy Courtmeans the United States Bankruptcy Court for the Middle Districtof Tennessee or such other court that exercises jurisdiction over the Chapter 11 Cases.

    1.6. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated bythe United States Supreme Court under section 2075 of title 28 of the United States Code, as amended from timeto time, and any Local Rules of the Bankruptcy Court, as applicable to the Chapter 11 Cases.

    1.7. Bar Date means the date that is sixty (60) days after the Effective Date.1.8. 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 executiveorder.

    1.9. Carve Out Amountmeans the first Six Hundred Thousand Dollars ($600,000) of NetCause of Action Proceeds.

    1.10. Cash means legal tender of the United States of America.1.11. Causes of Action means any action, cause of action, suit, account, controversy,

    agreement, promise, right to legal remedies, right to equitable remedies, right to payment, and claim, whetherknown or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent,matured, unmatured, disputed, undisputed, secured, unsecured, and whether asserted or assertable directly or

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    indirectly or derivatively, in law, equity, or otherwise, and including without limitation any and all avoidanceactions under Chapter 5 of the Bankruptcy Code such as 11 U.S.C. 502(d), 544, 545, 547, 548, 549, 550 and553. This definition of Causes of Action does NOT include the Coverage Litigation.

    1.12. Chapter 11 Cases means the cases under chapter 11 of the Bankruptcy Codecommenced by the Debtors in the United States Bankruptcy Court for the Middle District of Tennessee, and

    jointly administered under Case No. 12-01573.

    1.13. Claim shall have the meaning ascribed in section 101 of the Bankruptcy Code.1.14. Claim Approval Structure means the process set forth in Section 4.17(g) of the Plan for

    holders of Class 5(a) Claims to submit such claims for allowance.

    1.15. Claim Distribution Procedures means the process set forth in Section 4.17(g) of thePlan for a distribution to be made to holders of Allowed Class 5(a) Claims.

    1.16. Class means any group of Claims or Equity Interests classified by the Plan as set forthin Article III of the Plan.

    1.17. Clinicmeans a professional organization or other Entity owned, managed, or operatedby the Debtors that employed or utilized Dentists to provide dental services to patients.

    1.18. Clinics Contribution or Indemnity Claim means a Claim that a Clinic has or mayassert against one or more of the Debtors relating to or arising from a claim asserted by a patient against suchClinic that is based in whole or in part upon circumstances that may also give rise to a Patient-Related Claim,which Claim is based upon contractual or common law rights of contribution or indemnity.

    1.19. Collateralmeans any property or interest in property of the Debtors estates subject toa Lien, charge, or other encumbrance to secure the payment or performance of a Claim, which Lien, charge, orother encumbrance is not subject to avoidance under the Bankruptcy Code.

    1.20. Commencement Date means February 20, 2012.1.21. Company means, collectively, the Debtors, FS DIP, Inc. (f/k/a FORBA Services, Inc.)

    (Bankr. M.D. Tenn. Case No. 12-01577), and EE DIP, Inc. (f/k/a EEHC, Inc.) (Bankr. M.D. Tenn. Case No.12-01576).

    1.22. Confirmation Date means the date on which the Clerk of the Bankruptcy Court entersthe Confirmation Order on the docket of the Bankruptcy Court with respect to the Chapter 11 Cases.

    1.23. Confirmation Hearingmeans the hearing to be held by the Bankruptcy Courtregarding confirmation of the Plan in accordance with section 1129 of the Bankruptcy Code, as such hearingmay be adjourned or continued from time to time.

    1.24. Confirmation Ordermeans the order of the Bankruptcy Court confirming the Planpursuant to section 1129 of the Bankruptcy Code.

    1.25. Contingent Claim means any Claim, the liability for which attaches or is dependentupon the occurrence of, or is triggered by, an event, which event has not yet occurred as of the date on whichsuch Claim is sought to be estimated or an objection to such Claim is filed, whether or not such event is withinthe actual or presumed contemplation of the holder of such Claim and whether or not a relationship between theholder of such Claim and the applicable Debtor now or hereafter exists or previously existed.

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    1.26. Coverage Agreementmeans the Agreement entered into on or about May 12, 2011,between National Union Fire Insurance Company of Pittsburgh, PA and Debtor Small Smiles Holding CompanyLLC.

    1.27. Coverage Litigation meansNational Union Fire Insurance Company of Pittsburgh, PA.v. Small Smiles Holding Company, LLC, Case No: 3:10-cv-00743, filed in the United States District Court for

    the Middle District of Tennessee.

    1.28. Creditors Committee means the statutory creditors committee appointed pursuant tosection 1102 of the Bankruptcy Code in the Chapter 11 Cases, as may be reconstituted from time to time.

    1.29. Debtors means CS DIP, LLC (f/k/a Church Street Health Management, LLC) (Case No.12-01573), SSHC DIP, LLC (f/k/a Small Smiles Holding Company, LLC) (Case No. 12-01574), FNY DIP, LLC(f/k/a FORBA NY, LLC) (Case No. 12-01575). The Definition of Debtors under this Plan does NOT include FSDIP (f/k/a FORBA Services Inc.) (Case No. 12-01577), and EE DIP, Inc. (f/k/a EEHC, Inc.) (Case No. 12-01576), which cases are anticipated to be converted to Chapter 7.

    1.30. Debtors in Possession means the Debtors in their capacity as debtors in possession inthe Chapter 11 Cases pursuant to sections 1101, 1107(a), and 1108 of the Bankruptcy Code.

    1.31. Deferred Administrative Claim means any Administrative Expense Claim that is, withthe consent of the holder of the Claim and the Creditors Committee, assumed by the Liquidating Trust ratherthan paid pursuant to Sections 2.1 or 2.2 below.

    1.32. Dentistmeans an individual or professional Entity employed by one or more of theDebtors or the Clinics to provide professional dental services to patients.

    1.33. Dentists Contribution or Indemnity Claim means a Claim that a Dentist has or mayassert against on or more of the Debtors relating to or arising from a claim asserted by a patient against suchDentist that is based in whole or in part upon circumstances that may also give rise to a Patient-Related Claim,

    which Claim is based upon contractual or common law rights of contribution or indemnity.

    1.34. DIP Financing Ordermeans theFinal Order (I) Authorizing the Debtors to(A) Obtain Postpetition Secured Financing and (B) Utilize Cash Collateral, (II) Granting Liens And

    Superpriority Administrative Expense Status, (III( Granting Adequate Protection, and (IV) Modifying

    the Automatic Stay entered on March 16, 2012 at docket entry 187 authorizing the Debtors incurrenceof certain postpetition financing from the DIP Lenders.

    1.35. DIP Lenders means Garrison Loan Agency Services, LLC (and its affiliates) asadministrative agent and collateral agent, and such other Prepetition Secured Lenders, as the lendersunder the DIP Financing Order and the DIP Financing Documents (as defined in the DIP FinancingOrder).

    1.36. DIP Loan Claims means all Claims arising under the DIP Financing Order, as may beamended or supplemented.

    1.37. Disallowed Claim means a Claim or a portion of a Claim that is disallowed by an orderof the Bankruptcy Court or any other court of competent jurisdiction.

    1.38. Disbursing Agentmeans such Entity as is designated pursuant to Section 6.5 of thePlan to be a disbursing agent.

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    1.39. Disclosure Statementmeans the first amended disclosure statement with respect tothe Plan filed with and approved by the Bankruptcy Court in accordance with section 1125 of theBankruptcy Code, as such disclosure statement may be amended, modified or supplemented.

    1.40. Disputed Claim means any Claim (including any Administrative Expense Claim)against any Debtor, proof of which was timely and properly filed, that is disputed under the Plan or as to which

    the Debtors have interposed a timely objection and/or request for estimation in accordance with section 502(c) ofthe Bankruptcy Code and Bankruptcy Rule 3018, which objection and/or request for estimation has not beenwithdrawn or determined by a Final Order, and any Claim proof of which was required to be filed by order of theBankruptcy Court but as to which a proof of claim was not timely or properly filed.

    1.41. Distribution Record Date means, with respect to holders of all Claims, the date that isthree (3) days after the Confirmation Date.

    1.42. Effective Date means a Business Day specified by the Debtors on or after theConfirmation Date, on which (i) no stay of the Confirmation Order is in effect and (ii) the conditions to theeffectiveness of the Plan specified in Article 10 of the Plan have been satisfied or waived and (iii) which is nolater than ninety (90) days after the Confirmation Date, provided that no stay of the Confirmation Order is in

    effect.

    1.43. Entity means a person, a corporation, a general partnership, a limited partnership, alimited liability company, a limited liability partnership, an association, a joint stock company, a joint venture,an estate, a trust, an unincorporated organization, a governmental unit or any subdivision thereof, including theOffice of the United States Trustee.

    1.44. Equity Interest(orInterest)means the interest of any holder of an equity security ormembership interest of any of the Debtors represented by any issued and outstanding shares of common stockor any other instrument evidencing an ownership interest in any of the Debtors, whether or not transferable, orany option, warrant, or right, contractual or otherwise, to acquire any such interest.

    1.45.

    Excess Wind-Down Budget Fundsmeans any unused funds from the Wind-DownBudget attached as Exhibit A to the Sale Approval Order (as may be amended) as of the Confirmation Date butafter reserving for and/or paying any Allowed Administrative Expense Claims.

    1.46. Final Ordermeans an order or judgment of the Bankruptcy Court entered by the Clerkof the Bankruptcy Court on the docket in the Chapter 11 Cases, that has not been reversed, vacated, or stayed,and as to which (i) the time to appeal, petition forcertiorari, or move for a new trial, reargument, or rehearinghas expired, and as to which no appeal, petition forcertiorari, or other proceedings for a new trial, reargument,or rehearing shall then be pending, or (ii) if an appeal, writ ofcertiorari, new trial, reargument, or rehearingthereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highestcourt to which such order was appealed, orcertiorari shall have been denied, or a new trial, reargument, orrehearing shall have been denied or resulted in no modification of such order, and the time to take any furtherappeal, petition forcertiorari or move for a new trial, reargument, or rehearing shall have expired;provided,however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, orany analogous rule under the Bankruptcy Rules, may be filed relating to such order shall not cause such order tonot be a Final Order.

    1.47. First-Tier General Interestmeans a beneficial interest in the Liquidating Trustissued to holders of Allowed General Unsecured Claims and subject to the terms of the Sale Approval Order.

    1.48. General Unsecured Claim means any Claim against any of the Debtors other thanan Administrative Expense Claim, a Priority Tax Claim, an Other Priority Claim, a Prepetition First Lien

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    Claim, a Prepetition Second Lien Claim, a Prepetition Subordinated Debt Claim, Prepetition Secured LenderClaim, or a Patient-Related Claim.

    1.49. Initial Trust Assets means collectively, the Excess Wind-Down Budget Funds, ifany, all Causes of Action held by any of the Debtors estates and vested in the Liquidating Trust pursuant toSection 9.6 of the Plan, the right to receive any amounts due to the Debtors or Post-Confirmation Debtors on

    account of the Insurance Rights or the Coverage Litigation as set forth in Section 5.3 of the Plan, the EquityInterests in the Debtors, and the right to appear on behalf of and in the name of the Debtors to defend,prosecute, protect, manage, compromise, and enforce the Insurance Rights, including the CoverageLitigation.

    1.50. Insurance Carriers means any entities that issued or are responsible for anypolicies of insurance that do or may provide coverage to the Debtors, the Post-Confirmation Debtors, theClinics, and/or the Dentists for any Patient-Related Claim or any claim or legal action that arises out of thesame circumstances as a Patient-Related Claim, including National Union Fire Insurance Company ofPittsburgh, PA, an affiliate of Chartis, Inc.

    1.51. Insurance Policies means any and all insurance policies that do or may providecoverage to the Debtors, the Clinics, and / or the Dentists for any Patient-Related Claim or claims that ariseout of the same circumstances as may give rise to a Patient-Related Claim. Without limiting the generalityof the foregoing, Insurance Policies include Dentists Liability Policy Number DNU3375848 and DentistsLiability Insurance Policy Number DNU6360128, both issued by National Union Fire Insurance Companyof Pittsburgh, PA to Small Smiles Holding Company LLC as the first named insured.

    1.52. Insurance Rights means any right to defense, indemnification, payment of Claimsor any other benefits arising under the Insurance Policies, including any benefit resulting from claims orcauses of action against Insurance Carriers for breach of contract, wrongful action or bad faith related to theInsurance Policies or any handling of Claims thereunder including, without limitation, any claims assertedby the Debtors in the Coverage Litigation.

    1.53. Intercompany Claim means any Claim against any Debtor held by another Debtor.1.54. Lien means any charge against or interest in property to secure payment of a debt or

    performance of an obligation.

    1.55. Liquidating Trustmeans the liquidating trust to be established for the benefit ofholders of Allowed Claims and Allowed Equity Interests in accordance with the terms of section 5.3 of thisPlan.

    1.56. Liquidating Trust Agreementmeans that certain agreement by and between the PlanAgent and the Liquidating Trustee governing the Liquidating Trust to be filed with the Court prior to theConfirmation Hearing.

    1.57. Liquidating Trustee means the individual appointed to be trustee of the LiquidatingTrust in accordance with the terms of section 5.3 of this Plan.

    1.58. Net Cause of Action Proceeds means amounts received on account of the Causes ofAction after deducting any legal fees or other costs incurred in prosecuting the Causes of Action. Net Causeof Action Proceeds does not include any recoveries from the Insurance Rights.

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    1.59. Other Priority Claim means any Claim entitled to priority in right of payment undersection 507(a) of the Bankruptcy Code, other than an Administrative Expense Claim, a DIP Loan Claim, or aPriority Tax Claim.

    1.60. Other Secured Claim means any Secured Claim other than a Secured Tax Claim or thePrepetition First Lien Facility Claims or the Prepetition Second Lien Facility Claims.

    1.61. Patient Interestmeans a beneficial interest in the Liquidating Trust deemed issued toholders of Class 5(a) Claims on the Effective Date.

    1.62. Patient-Related Claim means any Claim against, or remedy or liability sought fromany Debtor, whether or not such Claim, remedy or liability is reduced to judgment, liquidated, unliquidated,fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, whether ornot the facts of or legal bases therefor are known or unknown, under any theory of law, equity, admiralty orotherwise (including piercing the corporate veil, alter ego and similar theories), arising out of actual or allegedproperty damage, death, bodily injury, sickness, disease, medical monitoring or other personal injuries(whether physical, emotional or otherwise) to the extent allegedly arising out of or based on, directly orindirectly, in whole or in part, the provision of dental services by any Debtor or an Entity for which any Debtor

    allegedly has liability, including any Claim, remedy or liability for compensatory damages (such as loss ofconsortium, lost wages or other opportunities, wrongful death, medical monitoring, survivorship, proximate,consequential, general and special damages) or punitive damages related thereto, and any Claim under anysettlement of a Patient-Related Claim entered into by or on behalf of any Debtor prior to the CommencementDate.

    1.63. Plan Documents means the documents to be executed, delivered, assumed, and/orperformed in conjunction with the consummation of the Plan on the Effective Date, including the LiquidatingTrust Agreement. Each of the Plan Documents to be entered into as of the Effective Date will be included indraft form in the Plan Supplement.

    1.64. Plan means this First Amended Joint Plan of Reorganization Under Chapter 11 of theBankruptcy Code, including the Plan Documents, the Plan Supplement, and the exhibits and schedules heretoand thereto, as the same may be amended or modified from time to time in accordance with the provisions ofthe Bankruptcy Code and the terms of the Plan.

    1.65. Plan Agentmeans Bradley B. Williams until the Effective Date, and on andafter the Effective Date, means the Liquidating Trustee, in his role as administrator of the Plan.

    1.66. Plan Supplementmeans the document (as may be amended, modified orsupplemented) containing the forms of documents specified in Section 12.8 of the Plan.

    1.67. Post-Confirmation Debtors means each of the Debtors, following the EffectiveDate of the Plan.

    1.68. Prepetition First Lien Claims means Claims of the lenders under the Prepetition FirstLien Facility, as set forth in the DIP Financing Order.

    1.69. Prepetition First Lien Facility means that certain credit facility of the Debtors in theoriginal principal amount of $131,475,000.00 borrowed under that certain Amended and Restated CreditAgreement dated as of February 1, 2010, that certain Amended and Restated Registered Lease Financing andPurchase Option dated as of February 1, 2010, and any related loan and security documents executed inconnection with the foregoing.

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    1.70. Prepetition Second Lien Claims means Claims of the lenders under the PrepetitionSecond Lien Facility, as set forth in the DIP Financing Order.

    1.71. Prepetition Second Lien Facility means that certain facility of the Debtors in theoriginal principal amount of $25,000,000.00 borrowed under that certain Second Lien Credit Agreement datedas of February 1, 2010, that certain Amended and Restated Senior Murabaha Facility Agreement dated as of

    February 1, 2010, and any related loan and security documents executed in connection with the foregoing.

    1.72. Prepetition Intercreditor Agreementmeans that certain Intercreditor Agreement datedas of February 1, 2010 by and between the lenders under the Prepetition First Lien Facility and the PrepetitionSecond Lien Facility.

    1.73. Prepetition Secured Lenders means, collectively, those certain lenders under thePrepetition First Lien Facility and the Prepetition Second Lien Facility.

    1.74. Prepetition Subordinated Debt Claims means Claims of the lenders under thePrepetition Subordinated Debt Facility.

    1.75.

    Prepetition Subordinated DebtFacility means that certain subordinated indebtednessof the Debtors, including (i) that certain Subordinated Murabaha Facility Agreement dated as of February 1,2010 in the original principal amount of $30,000,000.00; (ii) that certain Amended and Restated SubordinatedDebt Note Purchase Agreement dated as of February 1, 2010, under which notes in the aggregate principalamount of $31,000,000.00 were issued; and (iii) that certain Amended and Restated Subordinated MurabahaFacility Agreement dated as of February 1, 2010, in the original principal amount of $61,000,000.00; and (iv)any loan and security documents executed in connection with the foregoing.

    1.76. Prepetition Subordinated Lenders means those certain lenders under the PrepetitionSubordinated Debt Facility.

    1.77. Priority Tax Claim means any Claim of a governmental unit of the kind entitled topriority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

    1.78. Purchasermeans CSHM LLC, which purchased substantially all of the Companysassets pursuant to the Sale Approval Order.

    1.79. Sale Approval Ordermeans that certain Order (I) Authorizing Sale of Substantially Allof the Debtors Assets Free and Clear of All Liens, Claims and Encumbrances; (II) Approving the Asset Sale

    Agreement; and (III) Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leasesentered on May 24, 2012 at docket entry 404.

    1.80. Schedules means the schedules of assets and liabilities and the statements of financialaffairs filed by the Debtors pursuant to section 521 of the Bankruptcy Code, Bankruptcy Rule 1007, and theOfficial Bankruptcy Forms of the Bankruptcy Rules, as such schedules and statements may be supplemented oramended on or prior to the Effective Date.

    1.81. Second-Tier General Interestmeans a beneficial interest in the Liquidating Trustissued to holders of Allowed Prepetition First Lien Claims, Prepetition Second Lien Claims, and PrepetitionSubordinated Debt Claims, subject to the terms of the Sale Approval Order, including that certain waiver ofrecovery from Net Cause of Action Proceeds up to the Threshold (defined as $600,000 in the Sale ApprovalOrder).

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    1.82. Secured Claim means any Claim that is secured by a Lien on Collateral to the extent ofthe value of such Collateral, as determined in accordance with section 506(a) of the Bankruptcy Code, or, in theevent that such Claim is subject to a permissible setoff under section 553 of the Bankruptcy Code, to the extentof such permissible setoff.

    1.83. Secured Tax Claim means any Secured Claim that, absent its secured status, wouldbe entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determinedirrespective of any time limitations therein), and including any related Secured Claim for penalties.

    1.84. Trust Advisory Committee means the Trust Advisory Committee to be establishedpursuant to the Liquidating Trust Agreement.

    1.85. Unliquidated Claim means any Claim, the amount of liability for which has not beenfixed, whether pursuant to agreement, applicable law, or otherwise, as of the date on which such Claim issought to be estimated.

    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, orexhibit 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 anyparticular section, subsection, or clause contained therein. The words including or includes shall be withoutlimitation. A term used herein that is not defined herein shall have the meaning ascribed to that term in theBankruptcy Code. The rules of construction contained in section 102 of the Bankruptcy Code shall apply to thePlan. In the event that a particular term of the Plan (including any exhibits or schedules hereto) conflicts with aparticular term of the definitive documentation required to be implemented pursuant to the terms of the Plan orany settlement or other agreement contemplated hereunder, the definitive documentation shall control and shallbe binding on the parties thereto. The headings in the Plan are for convenience of reference only and shall notlimit or otherwise affect the provisions of the Plan. Timing shall be calculated as set forth in Rule 9006 of theBankruptcy Rules. All exhibits to the Plan and the Plan Supplement are incorporated into the Plan and shall be

    deemed to be included in the Plan, regardless of when filed with the Bankruptcy Court.

    ARTICLE II

    ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

    2.1. Administrative Expense Claims.Except to the extent that a holder of an Allowed Administrative Expense Claim agrees to a less favorable

    treatment, each Allowed Administrative Expense Claim shall be paid by the Post-Confirmation Debtors in full,in Cash, in an amount equal to such Allowed Administrative Expense Claim on or as soon as reasonablypracticable following the later to occur of (a) the Effective Date and (b) the date on which such AdministrativeExpense Claim shall become an Allowed Claim. The holder of an Administrative Expense Claim, other than (i) a

    claim assumed by the Purchaser or (ii) an Administrative Expense Claim that has been Allowed on or before theEffective Date, must file with the Bankruptcy Court and serve on the Debtors or the Post-Confirmation Debtors,as applicable, and the Office of the United States Trustee (the U.S. Trustee), notice of such AdministrativeExpense Claim on or prior to the Bar Date. Such notice must include at a minimum (i) the name of the Debtor(s)that are purported to be liable for the Claim, (ii) the name of the holder of the Claim, (iii) the amount of theClaim, and (iv) the basis for the Claim. Failure to file and serve such notice timely and properly will resultin the Administrative Expense Claim being forever barred and discharged.

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    2.2. Professional Compensation and Reimbursement Claims.The Bankruptcy Court shall fix in the Confirmation Order a date for the filing of, and a date to hear and

    determine, all applications for final allowance of compensation for services rendered or reimbursement ofexpenses incurred through and including the Confirmation Date under sections 328 and 330 of the BankruptcyCode or applications for allowance of Administrative Expense Claims arising under section 503(b)(2), 503(b)(3),

    503(b)(4), or 503(b)(5) of the Bankruptcy Code. Unless otherwise agreed to by the claimant and the Debtors orthe Post-Confirmation Debtors, as applicable, the Allowed Administrative Expense Claims arising under section330, 331, 503(b)(2), 503(b)(3), 503(b)(4), and 503(b)(5) of the Bankruptcy Code shall be paid in full, in Cash, assoon as practicable following the later to occur of (a) the Effective Date and (b) the date upon which any suchAdministrative Expense Claim becomes an Allowed Administrative Expense Claim. The Debtors and the Post-Confirmation Debtors, as applicable, are authorized to pay compensation for services rendered or reimbursementof expenses incurred after the Confirmation Date and until the Effective Date in the ordinary course of businessand without the need for Bankruptcy Court approval. Final Fee Applications must be filed in accordance withSection 7.2 below.

    2.3. DIP Loan Claims.The DIP Loan Claims were satisfied upon consummation of the 363 Sale and no payment is due

    based upon the DIP Loan. Accordingly, there is no distribution to the DIP Lenders.

    2.4. Priority Tax Claims.Except to the extent that a holder of an Allowed Priority Tax Claim has been paid by the Debtors prior to

    the Effective Date or agrees to a less favorable treatment, each holder of an Allowed Priority Tax Claim shallreceive, at the sole option of the Debtors or the Post-Confirmation Debtors, (a) Cash in an amount equal to suchAllowed Priority Tax Claim on or as soon as reasonably practicable following the later to occur of (i) theEffective Date and (ii) the date on which such Administrative Priority Tax Claim shall become an AllowedPriority Tax Claim, (b) equal semi-annual Cash payments in an aggregate amount equal to such Allowed PriorityTax Claim, together with interest at the applicable non-bankruptcy rate, commencing upon the later of the

    Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soonthereafter as is practicable and continuing over a period of eighteen (18) months (but in no event exceeding five(5) years from and after the Commencement Date), or (c) such other treatment as shall be determined by theBankruptcy Court to provide the holder of such Allowed Priority Tax Claim deferred Cash payments having avalue, as of the Effective Date, equal to such Allowed Priority Tax Claim.

    ARTICLE III

    CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

    The following table designates the Classes of Claims against and Equity Interests in the Debtors andspecifies which of those Classes are (i) impaired or unimpaired by the Plan and (ii) entitled to vote to accept orreject the Plan in accordance with section 1126 of the Bankruptcy Code or deemed to reject the Plan.

    CLASS Designation STATUS ENTITLED TO

    VOTE?

    Class 1 Other Priority Claims against allDebtors

    Unimpaired No (deemed toaccept)

    Class 2(a) Prepetition First Lien Claimsagainst CS DIP, LLC

    Impaired Yes

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    CLASS Designation STATUS ENTITLED TO

    VOTE?

    Class 2(b) Prepetition Second Lien Claimsagainst CS DIP, LLC

    Impaired Yes

    Class 2(c) General Unsecured Claims againstCS, DIP, LLC

    Impaired Yes

    Class 2(d) Prepetition Subordinated DebtClaims against CS DIP, LLC

    Impaired Yes

    Class 2(e) Equity Interests in CS DIP, LLC Impaired No (deemed toreject)

    Class 3(a) Prepetition First Lien Claimsagainst SSHC DIP, LLC

    Impaired Yes

    Class 3(b) Prepetition Second Lien Claimsagainst SSHC DIP, LLC

    Impaired Yes

    Class 3(c) General Unsecured Claims againstCS, SSHC DIP, LLC

    Impaired Yes

    Class 3(d) Prepetition Subordinated Debt

    Claims against SSHC DIP, LLC

    Impaired Yes

    Class 3(e) Equity Interests in SSHC DIP, LLC Impaired No (deemed toreject)

    Class 4(a) Prepetition First Lien Claimsagainst FNY DIP, LLC

    Impaired Yes

    Class 4(b) Prepetition Second Lien Claimsagainst FNY DIP, LLC

    Impaired Yes

    Class 4(c) General Unsecured Claims againstFNY DIP, LLC

    Impaired Yes

    Class 4(d) Prepetition Subordinated DebtClaims against FNY DIP, LLC

    Impaired Yes

    Class 4(e) Equity Interests FNY DIP, LLC Impaired No (deemed to

    reject)Class 5(a) Patient-Related Claims against CS

    DIP; SSHC DIP, LLC; FNY DIP,LLC and all related claims againstother entities

    Impaired Yes

    Class 5(b) Dentists Contribution or IndemnityClaims

    Impaired Yes

    Class 5(c) Clinics Contribution or IndemnityClaims

    Impaired Yes

    ARTICLE IV

    TREATMENT OF CLAIMS AND EQUITY INTERESTS

    4.1. Class 1: Other Priority Claims against all Debtors(a) Impairment and Voting. Class 1 is unimpaired by the Plan. Each holder of an Allowed

    Other Priority Claim against any of the Debtors is conclusively presumed to have accepted the Plan and is notentitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Other Priority Claim

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    against a Debtor agrees to a less favorable treatment, each such holder shall receive, in full satisfaction of suchAllowed Other Priority Claim, Cash in an amount equal to such Allowed Other Priority Claim, on or as soon asreasonably practicable after the later of (i) the Effective Date, and (ii) the date such Claim becomes Allowed.

    4.2. Class 2(a): Prepetition First Lien Claims against CS DIP, LLC(a) Impairment and Voting. Class 2(a) is impaired by the Plan. Each holder of an AllowedPrepetition First Lien Claim against CS DIP, LLC is entitled to vote to accept or reject the Plan.(b) Distributions. Except to the extent that a holder of an Allowed Prepetition First Lien

    Claim against CS DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests;provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(a), 3(a), or 4(a) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.3. Class 2(b): Prepetition Second Lien Claims against CS DIP, LLC(a) Impairment and Voting. Class 2(b) is impaired by the Plan. Each holder of an Allowed

    Prepetition Second Lien Claim against CS DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition Second LienClaim against CS DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests;provided, however, such holder shall only be entitled to a single recovery and

    the Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(b), 3(b), or 4(b) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.4. Class 2(c): General Unsecured Claims against CS DIP, LLC(a) Impairment and Voting. Class 2(c) is impaired by the Plan. Each holder of an Allowed

    General Unsecured Claim against CS DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed General Unsecured Claimagainst CS DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in full satisfaction ofsuch Claim, a First-Tier General Interest in the Liquidating Trust as set forth in the Liquidating Trust Agreement

    on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the date such Claimbecomes Allowed. Note that recoveries on account of First-Tier General Interests for Class 2(c) are also limitedto the Net Cause of Action Proceeds that are allocable to the estate of CS DIP, LLC.

    4.5. Class 2(d): Prepetition Subordinated Debt Claims against CS DIP, LLC(a) Impairment and Voting. Class 2(d) is impaired by the Plan. Each holder of an Allowed

    Prepetition Subordinated Debt Claim against CS DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition Subordinated

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    Debt Claim against CS DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in other

    words, holders Claims in Classes 2(d), 3(d), or 4(d) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.6. Class 2(e): Equity Interests in CS DIP, LLC(a) Impairment and Voting. Class 2(e) is fully impaired by the Plan. Each holder of an

    Allowed Equity Interest in CS DIP, LLC is NOT entitled to vote to accept or reject the Plan.

    (b) Distributions. There will be no distribution on account of Equity Interests in CS DIP,LLC. On the Effective Date, all Equity Interests in CS DIP, LLC will be forfeited the existing owners anddeemed to be transferred to the Liquidating Trust which shall thereafter be the sole member of CS DIP, LLC.

    4.7. Class 3(a): Prepetition First Lien Claims against SSHC DIP, LLC(a) Impairment and Voting. Class 3(a) is impaired by the Plan. Each holder of an Allowed

    Prepetition First Lien Claim against SSHC DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition First LienClaim against SSHC DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in other

    words, holders Claims in Classes 2(a), 3(a), or 4(a) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.8. Class 3(b): Prepetition Second Lien Claims against SSHC DIP, LLC(a) Impairment and Voting. Class 3(b) is impaired by the Plan. Each holder of an Allowed

    Prepetition Second Lien Claim against SSHC DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition Second LienClaim against SSHC DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the date

    such Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(b), 3(b), or 4(b) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.9. Class 3(c): General Unsecured Claims against SSHC DIP, LLC(a) Impairment and Voting. Class 3(c) is impaired by the Plan. Each holder of an Allowed

    General Unsecured Claim against SSHC DIP, LLC is entitled to vote to accept or reject the Plan.

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    (b) Distributions. Except to the extent that a holder of an Allowed General Unsecured Claimagainst SSHC DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in full satisfactionof such Claim, a First-Tier General Interest in the Liquidating Trust as set forth in the Liquidating TrustAgreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the date suchClaim becomes Allowed. Note that recoveries on account of First-Tier General Interests for Class 3(c) are also

    limited to the Net Cause of Action Proceeds that are allocable to the estate of SSHC DIP, LLC.

    4.10. Class 3(d): Prepetition Subordinated Debt Claims against SSHC DIP, LLC(a) Impairment and Voting. Class 3(d) is impaired by the Plan. Each holder of an Allowed

    Prepetition Subordinated Debt Claim against SSHC DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition SubordinatedDebt Claim against SSHC DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on account

    of Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(d), 3(d), or 4(d) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.11. Class 3(e): Equity Interests in SSHC DIP, LLC(a) Impairment and Voting. Class 3(e) is fully impaired by the Plan. Each holder of an

    Allowed Equity Interest in SSHC DIP, LLC is NOT entitled to vote to accept or reject the Plan.

    (b) Distributions. There will be no distribution on account of Equity Interests in SSHC DIP,LLC. On the Effective Date, all Equity Interests in SSHC DIP, LLC will be forfeited by the existing owners and

    deemed to be transferred to the Liquidating Trust which shall thereafter be the sole member of SSHC DIP, LLC.

    4.12. Class 4(a): Prepetition First Lien Claims against FNY DIP, LLC(a) Impairment and Voting. Class 4(a) is impaired by the Plan. Each holder of an Allowed

    Prepetition First Lien Claim against FNY DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition First LienClaim against FNY DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on account

    of Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(a), 3(a), or 4(a) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.13. Class 4(b): Prepetition Second Lien Claims against FNY DIP, LLC(a) Impairment and Voting. Class 4(b) is impaired by the Plan. Each holder of an Allowed

    Prepetition Second Lien Claim against FNY DIP, LLC is entitled to vote to accept or reject the Plan.

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    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition Second LienClaim against FNY DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the LiquidatingTrust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery and

    the Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(b), 3(b), or 4(b) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.14. Class 4(c): General Unsecured Claims against FNY DIP, LLC(a) Impairment and Voting. Class 4(c) is impaired by the Plan. Each holder of an Allowed

    General Unsecured Claim against FNY DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed General Unsecured Claimagainst FNY DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in full satisfaction ofsuch Claim, a First-Tier General Interest in the Liquidating Trust as set forth in the Liquidating Trust Agreement

    on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the date such Claimbecomes Allowed. Note that recoveries on account of First-Tier General Interests for Class 4(c) are also limitedto the Net Cause of Action Proceeds that are allocable to the estate of FNY DIP, LLC.

    4.15. Class 4(d): Prepetition Subordinated Debt Claim against FNY DIP, LLC(a) Impairment and Voting. Class 4(d) is impaired by the Plan. Each holder of an Allowed

    Prepetition Subordinated Debt Claim against FNY DIP, LLC is entitled to vote to accept or reject the Plan.

    (b) Distributions. Except to the extent that a holder of an Allowed Prepetition SubordinatedDebt Claim against FNY DIP, LLC agrees to a less favorable treatment, each such holder shall receive, in fullsatisfaction of such Claim, a Second-Tier General Interest in the Liquidating Trust as set forth in the Liquidating

    Trust Agreement on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the datesuch Claim becomes Allowed and sufficient net assets exist in the Liquidating Trust for distributions on accountof Second-Tier General Interests; provided, however, such holder shall only be entitled to a single recovery andthe Second-Tier General Interest shall be limited to the amounts set forth in the DIP Financing Order (or in otherwords, holders Claims in Classes 2(d), 3(d), or 4(d) are not aggregated for calculation of the Second-TierGeneral Interest).

    4.16. Class 4(e): Equity Interests in FNY DIP, LLC(a) Impairment and Voting. Class 4(e) is fully impaired by the Plan. Each holder of an

    Allowed Equity Interest in FNY DIP, LLC is NOT entitled to vote to accept or reject the Plan.

    (b)

    Distributions. There will be no distribution on account of Equity Interests in FNY DIP,LLC. On the Effective Date, all Equity Interests in FNY DIP, LLC will be forfeited by the existing owners anddeemed to be transferred to the Liquidating Trust which shall thereafter be the sole member of FNY DIP, LLC.

    4.17. Class 5(a): Patient-Related Claims against CS DIP, LLC; SSHC DIP, LLC; FNY DIP, LLCand all related claims against other Entities

    (a) Claims. Class 5(a) includes (i) Patient-Related Claims, (ii) claims against any Dentistsor Clinics that provided services or that may be responsible for any claims or causes of action that arise from thesame circumstances or treatment that give rise to any Patient-Related Claim, and (iii) any Claims asserted by the

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    holder of a Claim or cause of action referenced in clauses (i) or (ii) above.

    (b) Impairment and Voting. Class 5(a) is impaired by the Plan. Each holder of a Patient-Related Claim against CS DIP, LLC is entitled to vote to accept or reject the Plan.

    (c) Liquidation. Unless and until the Liquidating Trust adopts and implements a ClaimApproval Structure and/or Claim Distribution Procedures pursuant to the Plan and the Liquidating TrustAgreement, all holders of Class 5(a) Claims will be entitled to initiate and prosecute their Claims withoutrestriction in the tort system. To the extent the automatic stay in these cases or any other limitation imposed bythese cases would limit any such action, such automatic stay or limitation will be lifted thirty (30) days after theEffective Date of the Plan. Nothing herein shall obligate the Liquidating Trust or the Liquidating Trustee todefend any such Claims. The Liquidating Trust and Liquidating Trustee will, however, cooperate with and assistthe Insurance Carriers in defending such Claims, whether brought against the Debtors, Post-ConfirmationDebtors, Dentists or Clinics, to the extent required under the terms of the applicable Insurance Policies.

    (d) Insurance. The Liquidating Trust shall be entitled to exercise and enforce all of therights and obligations of the Debtors, Post-Confirmation Debtors or other insureds, including the InsuranceRights, under or related to the Insurance Policies, including directing the Debtors or Post-Confirmation Debtors

    litigation of the Coverage Litigation. The Liquidating Trust will perform or cause the Debtors or Post-Confirmation Debtors to perform, such obligations, if any, required by the Insurance Policies (for example, byproviding any required notice of Claims to the Insurance Carrier) to preserve the Insurance Rights to the fullestextent possible. The Liquidating Trust will have the rights as described in this Plan and in the Trust Agreementrelated to the pursuit, settlement, and resolution of such insurance coverage rights. All holders of Class 5(a)Claims are deemed to grant to the Liquidating Trust the right and power to bind them to a settlement ofInsurance Rights and the related limitations on their Class 5(a) Claims as described in the following subsectionof the Plan.

    (e) Settlement of Coverage Claims. To facilitate its enforcement of the Insurance Rightsand in connection with any resolution thereof, the Liquidating Trust shall have the right, subject to approval bythe Trust Advisory Committee and the approval of the Bankruptcy Court after notice and hearing, to

    compromise, settle, and release any and all claims or potential claims by any (i) Class 5(a) claimant, (ii) Dentist,(iii) Clinic, or other Entity against an Insurance Carrier related to Class 5(a) claims, including any claim that anyof the foregoing might have for indemnification or defense from any Insurance Carrier, subject in all events tothe following restrictions:

    i. No such settlement shall affect, impair or otherwise alter any payment made byany Insurance Carrier related to any Class 5(a) claim prior to the effective dateof such settlement without the express written consent of the beneficiary of suchpayment.

    ii. To the extent that that Liquidating Trust comprises, settles or releases anyclaims or potential claims by any Dentists or Clinics pursuant to the authority

    granted herein (including the release of any Insurance Rights that benefit suchDentist or Clinic), the terms of such compromise, settlement or release mustprovide that any remaining claims against such Dentist or Clinics by any holderof a Class 5(a) Claim will become non-recourse with respect to such Dentist orClinics, and that holders of such Class 5(a) Claims who have or might haveclaims against such Dentist or Clinics will be entitled to recovery only from theLiquidating Trust assets as provided in the Liquidating Trust Agreement and/orany Insurance Carriers that are not parties to such compromise, settlement orrelease.

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    iii. In no event will the Liquidating Trust have the right or power under the terms ofthis Plan to release any insurance coverage that might provide defense orindemnity rights to Danny DeRose, Edward DeRose, Michael DeRose, WilliamMueller, or Adolph Padula for any claims that arise in whole or in part out ofthe circumstances that give rise to the Class 5(a) Claims, without the unanimous

    approval of the Trust Advisory Committee.

    (f) Distributions. Each Class 5 (a) claimant will be deemed to have been issued a PatientInterest in the Liquidating Trust on the Effective Date, subject to the terms of the Liquidating Trust Agreementand subject to any Claim Approval Structure and/or Claim Distribution Procedures that may subsequently beapproved. Holders of Patient-Related Claims will receive no monetary distribution from the Debtors estates orbased upon their Patient Interests (other than as set forth in Section 4.17(g) of the Plan or as may be deemed adistribution for tax purposes under Section 5.3(e) of the Plan) unless and until the Liquidating Trust establishes aClaim Approval Structure or Claim Distribution Procedures in accordance with Section 4.17(g) of the Plan andthe Liquidating Trust Agreement. The Debtors purchased or facilitated the Dentists purchase of the InsurancePolicies that were intended to protect the Debtors, the Clinics and the Dentists from patient claims arising fromdental services provided by or under the management of the Debtors, the Clinics, or the Dentists. The Plan

    provides the Liquidating Trust the Insurance Rights, including the rights and powers to prosecute and defendlitigation that is intended to maintain and establish the rights to coverage under the Insurance Policies that theDebtor believes should respond to patient claims that have been or may be asserted against the Debtors, theClinics, or the Dentists. Preservation of this insurance coverage provides Class 5(a) Claimants their greatestlikelihood of meaningful recovery.

    (g) Establishment of Claim Approval Structure or Claim Distribution Procedures. Pursuantto the Liquidating Trust Agreement, the Liquidating Trustee may, subsequent to the Effective Date, implement astructure for the submission, review and allowance of Class 5(a) Claims, and/or for the procedures fordistribution from the Liquidating Trust to holders of Allowed Class 5(a) Claims. Any Claim Approval Structureand/or Claim Distribution Procedures shall be binding upon and will govern distributions to all Class 5(a) Claimholders whose Claims are unsatisfied at the time of establishment of the structure or procedures, and will provide

    the exclusive remedy to all holders of unsatisfied Class 5(a) Claims. Any such Claim Approval Structure and/orClaim Distribution Procedures shall require approval by the Trustee Advisory Committee, the Bankruptcy Court,after notice and hearing, and be subject to such other approvals as provided for in the Liquidating TrustAgreement. Any monetary distribution to the holders of Patient Interests will be determined and paid inaccordance with the approved Claim Approval Structure and/or Claim Distribution Procedures and theLiquidating Trust Agreement.

    (h) Claims Against Former Affiliates. Each holder of a Class 5(a) Claim will retain any andall claims and legal rights such holder may have against any of Danny DeRose, Edward DeRose, MichaelDeRose, William Mueller, or Adolph Padula. All holder of Class 5(a) Claims will be entitled to initiate andprosecute any such claim against any or all of Danny DeRose, Edward DeRose, Michael DeRose, WilliamMueller, or Adolph Padula without restriction in the tort system. To the extent the automatic stay in these

    Chapter 11 Cases or any other limitation imposed by these Chapter 11 Cases would limit any such action, suchautomatic stay or limitation will be lifted thirty (30) days after the Effective Date of the Plan.

    4.18. Class 5(b): Dentists Contribution or Indemnity Claims(a) Impairment and Voting. Class 5(b)is impaired by the Plan. Holders of a Dentists

    Contribution or Indemnity Claim against one or more of the Debtors are entitled to vote to accept or reject thePlan.

    (b) Distributions / Treatment. Holders of Dentists Contribution or Indemnity Claims will

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    receive no distribution from the Debtors estates. The Debtors purchased or facilitated the Dentists purchase ofthe Insurance Policies, which includes certain insurance coverage that was intended to protect the Dentists frompatient claims arising from dental services provided by the Dentists while in the employ of one or more of theDebtors or the Clinics. Pursuant to the Plan, the Debtors have facilitated the establishment of the LiquidatingTrust. The Plan provides the Liquidating Trust the rights and powers to prosecute and defend litigation that isintended to maintain, establish and enforce the Insurance Rights, including the rights to coverage under the

    insurance policies that the Debtor or Post-Confirmation Debtors believe should respond to patient claims thathave been or may be asserted against the Dentists. Notwithstanding the foregoing, nothing contained hereinshall be deemed to limit, waive or impair any right that a Holder of a Dentists Contribution or Indemnity Claimshas to assert such Claim as a defense to any Cause of Action brought against such Holder by the Debtors, thePost-Confirmation Debtors or the Liquidating Trustee.

    (c) Right to Settle or Release Dentists claims to insurance coverage or potential coverage.To facilitate the Liquidating Trusts management of the Insurance Policies that may respond to Patient-RelatedClaims and against the Dentists based on similar circumstances, the Dentists do on the Effective Dateirrecoverably grant the Liquidating Trust and/or the Post-Confirmation Debtors the right and power (subject toapproval by the Trust Advisory Committee and the approval of the Bankruptcy Court after notice and a hearing)to compromise, settle, release and receive the proceeds of any and all claims that the Dentists may have against

    any or all Insurance Carriers, subject in all events to the following restrictions:

    i. To the extent that that Liquidating Trust and/or Post-Confirmation Debtors comprises,settles or releases any claims or potential claims by any Dentist pursuant to theauthority granted herein (including the release of any Insurance Rights that benefitsuch Dentist), the terms of such compromise, settlement or release must provide thatany remaining claims or potential claims (whether or not such claims have beenasserted) against such Dentist by any and all holders of Class 5(a) Claims (whether ornot such claims have been asserted) will become non-recourse with respect to suchDentist and his/her personal assets, and that holders of such Class 5(a) Claims whohave or might have claims against such Dentist will be entitled to recovery only fromthe Liquidating Trust assets as provided in the Liquidating Trust Agreement and/or

    any Insurance Carriers that are not parties to such compromise, settlement or release,and such non-recourse treatment shall be embodied in a final, non-appealable order ofthe Bankruptcy Court or another court of competent jurisdiction.

    ii. To the extent that the potential insurance released by the Liquidating Trust and/orPost-Confirmation Debtors was limited to claims arising from dental servicesperformed within a specific time period, the non-recourse limitation afforded Dentistsas a result may be limited to patients who may assert claims arising in whole or in partfrom services performed within that same time period.

    iii. The Dentists whose claims may be compromised, settled or released pursuant to theauthority granted herein will be parties entitled to notice of any motion seeking

    approval of such an agreement, subject to any notice procedures approved by theBankruptcy Court.

    4.19. Class 5(c) Clinics Contribution or Indemnity Claims(a) Impairment and Voting. Class 5(c)is impaired by the Plan. Holders of a Dentists

    Contribution or Indemnity Claim against one or more of the Debtors are entitled to vote to accept or reject thePlan.

    (b) Distributions / Treatment. Holders of Clinics Contribution or Indemnity Claims will

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    receive no distribution from the Debtors estates. The Debtors purchased the Insurance Policies, which includecertain insurance coverage that was intended to protect the Clinics from patient claims arising from dentalservices provided by the Clinics subject to management by one or more of the Debtors. Pursuant to the Plan, theDebtors have facilitated the establishment of the Liquidating Trust. The Plan will give the Liquidating Trust therights and powers to prosecute and defend litigation that is intended to maintain, establish and enforce rights tocoverage under the insurance policies that the Debtors or Post-Confirmation Debtors believe should respond to

    patient claims that have been or may be asserted against the Clinics. Notwithstanding the foregoing, that nothingcontained herein shall be deemed to limit, waive or impair any right that a Holder of a Clinics Contribution orIndemnity Claims has to assert such claim as a defense to any Cause of Action brought against such Holder bythe Debtors, the Post-Confirmation Debtors or the Liquidating Trustee.

    (c) Right to Settle or Release Clinics claims to insurance coverage or potential coverage.To facilitate the Liquidating Trusts management of the Insurance Policies that may respond to Patient-RelatedClaims and claims against the Clinics based on similar circumstances, the Clinics do on the Effective Dateirrecoverably grant the Liquidating Trust and/or Post-Confirmation Debtors the right and power (subject toapproval by the Trust Advisory Committee and the approval of the Bankruptcy Court after notice and a hearing)to compromise, settle, release, and receive the proceeds of any and all claims that the Clinics may have againstany or all Insurance Carriers, subject in all events to the following restrictions:

    i. To the extent that that Liquidating Trust and/or Post-Confirmation Debtorscompromises, settles or releases any claims or potential claims by any Clinic pursuantto the authority granted herein (including the release of any Insurance Rights thatbenefit such Clinic), the terms of such compromise, settlement or release must providethat any remaining claims or potential claims (whether or not such claims have beenasserted) against such Clinic by any and all holders of Class 5(a) Claims (whether ornot such claims have been asserted) will become non-recourse with respect to suchClinic and its assets, and that holders of such Class 5(a) Claims who have or mighthave claims against such Clinic will be entitled to recovery only from the LiquidatingTrust assets as provided in the Liquidating Trust Agreement and/or any InsuranceCarriers that are not parties to such compromise, settlement or release, and such non-

    recourse treatment shall be embodied in a final, non-appealable order of theBankruptcy Court or another court of competent jurisdiction.

    ii. To the extent that the potential insurance released by the Liquidating Trust and/orPost-Confirmation Debtors was limited to claims arising from dental servicesperformed within a specific time period, the non-recourse limitation afforded Clinicsas a result may be limited to patients who may assert claims arising in whole or in partfrom services performed within that same time period.

    iii. The Clinics whose claims may be compromised, settled or released pursuant to theauthority granted herein will be parties entitled to notice of any motion seekingapproval of such an agreement, subject to any notice procedures approved by the

    Bankruptcy Court.

    ARTICLE V

    MEANS FOR IMPLEMENTATION

    5.1. Intercompany Claims.Notwithstanding anything to the contrary herein, Claims by one Debtor against another Debtor or by FS

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    DIP, Inc. or EEHC DIP, Inc., to the extent such Claims exist, the Liquidating Trustee will include those Claimsin the analysis of the allocation of assets to each Debtors estate.

    5.2. Cancellation and Surrender of Existing Securities and Agreements; Transfer of EquityInterests to Liquidating Trust.

    (a) Except (i) as otherwise expressly provided in the Plan, (ii) with respect to executorycontracts or unexpired leases that have been assumed by the Debtors, (iii) for purposes of evidencing a right todistributions under the Plan, or (iv) with respect to any Claim that is reinstated and rendered unimpaired underthe Plan, on the Effective Date, any document, agreement, or debt instrument evidencing any Claim or EquityInterest shall be deemed automatically cancelled without further act or action under any applicable agreement,law, regulation, order or rule and the obligations of the Debtors thereunder shall be discharged.

    (b) Notwithstanding section 5.2(a), on the Effective Date, the Equity Interests in theDebtors shall be deemed and shall actually be transferred from the respective holders of the Equity Interests tothe Liquidating Trust for the benefit of the beneficiaries of the Liquidating Trust without the need for any furtheraction or documentation. Any and all corporate formalities are also hereby deemed to be satisfied in order forsuch transfer to be given effect; and without limiting the foregoing, the Liquidating Trustee shall be the sole

    member of the Post-Confirmation Debtors.

    5.3. The Liquidating Trust(a) Establishment. On the Effective Date, the Plan Agent and the Liquidating Trustee will

    execute the Liquidating Trust Agreement and related documents to form the Liquidating Trust for the benefit ofholders of Claims in Classes 2(a), 2(b), 2(c), 2(d), 3(a), 3(b), 3(c), 3(d), 3(e), 4(a), 4(b), 4(c), 4(d), 4(e), and 5(a)(the Liquidating Trust Beneficiaries). In the event of any conflicts between the terms of this section 5.3 of thePlan and the Liquidating Trust Agreement, the terms of the Liquidating Trust Agreement shall govern. A trueand correct copy of the Liquidating Trust Agreement shall be included in the Plan Supplement, and shall includeterms designed to implement the provisions of this Plan, including the indemnification of the LiquidatingTrustees and any governing committees good faith actions, governance by-laws for any governance committee,

    the establishment of separate funds for commercial claims and the tort and related claims of patients, Dentists,and Clinics, rights and powers permitting the Liquidating Trust to prosecute or defend litigation related to theInsurance Rights, the rights and powers appropriate to permit the Liquidating Trust to compromise, settle,release and receive the proceeds related to the Insurance Rights on behalf of the Debtors, holders of Patient-Related Claims, Dentists, and Clinics, and the right and power to establish as may be appropriate a structure toefficiently process, resolve, and satisfy Patient-Related Claims. Subject to approval by the Bankruptcy Court aspart of the Confirmation Order, the Liquidating Trustee will be an individual or individuals identified in the PlanSupplement.

    (b) Purpose. The Liquidating Trust shall be established for the sole purposes of (1)liquidating and distributing its assets, in accordance with applicable provisions of the Internal Revenue Code of1986 and any applicable Treasury Regulations, with no objective to continue or engage in the conduct of a trade

    or business and (2) litigating any Insurance Rights and defending against any claim brought by any InsuranceCarrier or its agent to rescind, annul, cancel or otherwise limit any Insurance Policies or Insurance Rights.

    (c) Funding. On the Effective Date, the Liquidating Trust shall be funded with the InitialTrust Assets free and clear of all liens, claims and encumbrances. The Liquidating Trust also shall be funded byany and all amounts received by the Debtors or the Post-Confirmation Debtors on account of the InsuranceRights or the Coverage Litigation, which the Debtors or Post-Confirmation Debtors, as applicable, shall transferto the Liquidating Trust as provided in section 8.3 of the Plan. The Liquidating Trust may be further funded bycontributions from beneficiaries of the Liquidating Trust of any assets such beneficiaries are willing to contributeand that the Liquidating Trustee deems advisable to accept. The Liquidating Trustee may also seek to obtain

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    financing to fund the ongoing administrative obligations of the Liquidating Trust or to continue the litigation ofthe Coverage Litigation or any other insurance-related lawsuits.

    (d) Retention of Counsel. The Liquidating Trustee may employ counsel on such terms asthe Trustee shall consider prudent under all the existing circumstances. The Trustee shall specifically beauthorized to employ attorneys that are employed or affiliated with the same law firm as the Trustee is associated

    with. As it is anticipated that the Liquidating Trust will likely have limited liquid assets at its inception, it isquite likely that the Liquidating Trustee may deem it advisable to retain counsel pursuant to a contingency feearrangement. The Liquidating Trust is specifically authorized to employ counsel on contingency fee or otherspecial billing arrangements to be paid in whole or in part from any proceeds obtained as a result of suchlitigation.

    (e) Tax Treatment. The transfer of the Initial Trust Assets to the Liquidating Trust, and allsubsequent transfers permitted under subparagraph (c) of this section, shall be treated for all purposes of theInternal Revenue Code of 1986, as amended, as a deemed transfer by the Debtors to the Liquidating TrustBeneficiaries of any rights the Debtors or their Estates may have in and/or to prosecute the Initial Trust Assets,followed by a deemed transfer by the Liquidating Trust Beneficiaries to the Liquidating Trust. The LiquidatingTrust Beneficiaries shall be treated as the grantors and deemed owners of the trust assets that they are deemed to

    transfer to the Liquidating Trust. Whether or not the Liquidating Trustee establishes reserves to pay future trustexpenses, all Liquidating Trust income shall be treated as subject to tax on a current basis. The LiquidatingTrustees shall allocate the Liquidating Trust income for each taxable year among the Liquidating TrustBeneficiaries in accordance with their respective interest in the Liquidating Trust, as determined from time totime by the Liquidating Trustee, and the Liquidating Trust Beneficiaries shall be responsible for any tax liabilitythat results from said income. The Liquidating Trustee shall execute and file tax returns on behalf of theLiquidating Trust as a grantor trust pursuant to Treasury Regulation Section 1.671.4(a). The Liquidating Trustshall also be responsible for preparing and filing all tax returns for the Debtors due after the Effective Date forany period prior to the Effective Date.

    (f) Access to Books and Records; Attorney Client Privilege.i. Upon establishment of the Liquidating Trust, the Liquidating Trustee shall beentitled to obtain access to the Companys books and records to the extent

    necessary to enable the Liquidating Trust to fulfill its obligations under the Plan,including to obtain financial information for compliance with tax reportingobligations, obtain patient and other claims-related information for the purpose ofestablishing a Claim Approval Structure and/or Claim Distribution Procedures,assist in the litigation of the Coverage Litigation, and assist in the retention of anyand all Insurance Rights. Notwithstanding the foregoing, the Liquidating Trusteeshall not share any information received or obtained pursuant to this paragraphwith any member of the Trust Advisory Committee or any other person whorepresents any plaintiff or prospective plaintiff in any actual or prospectivelitigation related to the assertion of any Class 5(a) Claim or other claim that has

    been or could be asserted against Purchaser, Clinics or Dentists (a PrecludedParty).

    ii. For the avoidance of doubt, as the Post-Confirmation Debtors sole shareholder,the Liquidating Trustee shall be entitled to control the attorney-client and otherprivileges of the Debtors following the Effective Date, including as it relates to theInsurance Rights or the litigation of any Class 5(a) Claims. Notwithstanding theforegoing, absent subsequent order of the Bankruptcy Court, which may be grantedupon a showing of good cause, the Liquidating Trustee shall be prohibited fromsharing with a Precluded Party any attorney-client or other privileged information

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    of any Debtor or Post-Confirmation Debtor where such privilege also belongs to aClinic or Dentist and the information subject to such privilege relates to the defenseof any Patient-Related Claim.

    iii. The Liquidating Trustee shall implement safeguards with respect to access to bookand records and as to privileges as may be prudent to avoid impairing the Insurance

    Rights and to avoid improper disclosure of information confidential to individualpatients or former patients, including to prevent the improper disclosure ofinformation protected under HIPAA.

    iv. The Debtors, the Post-Confirmation Debtors, and any counsel that is defendingthem with respect to any Class 5(a) Claims shall have full access to the Companysbooks and records to permit an effective defense of such Claims and completeresponses to discovery requests that arise in such litigation as if the books andrecords were still in the possession of the Debtors or Post-Confirmation Debtors.

    (g) General Description of Beneficial Interests.i. Waterfall of Net Cause of Action Proceeds:

    Because the Plan does not substantively consolidate the estates of the Debtors, eachclaimant will retain its claim against the respective Debtor against which theclaimant held its claim and be directed to recover from the assets of that particularDebtors estate, but such recovery will be directed by the Liquidating Trust. Inother words, the Liquidating Trustee will pursue the Causes of Action on behalf ofeach Debtors estate and track each net recovery for the separate benefit ofdistributions to Classes 2(c), 3(c), and 4(c). The Liquidating Trust will beresponsible for determining the extent of claims against each Debtor and trackingthe proceeds of each Debtors estate, including pursuing Insurance Rights and thepotential proceeds of the Insurance Policies. For purposes of compliance with the

    Sale Approval Order and calculation of the Carve Out Amount, the aggregate NetCause of Action Proceeds for all of the Debtors estates shall be subject to thefollowing distribution waterfall:

    a. The Net Cause of Action Proceeds not to exceed the Carve-Out Amountwill be used first to pay in full any Deferred Administrative Claims.

    b. First-Tier General Interests shall share, on apro rata basis, the lesser of (a)one hundred fifty thousand dollars ($150,000.00) of Net Cause of ActionProceeds and (b) the remaining Carve-Out Amount, if any, aftersatisfaction of Deferred Administrative Claims. Holders of First-TierGeneral Interests shall only be entitled to Net Cause of Action Proceeds

    under this section to the extent that such Net Cause of Action Proceeds areallocable to the Debtors estate against which the claimant held its Class2(c), Class 3(c), or Class 4(c) Claim.

    c. If any of the Carve-Out Amount remains after payment of items (a) and (b)above, the lesser of (a) two hundred fifty thousand dollars ($250,000.00) ofNet Cause of Action Proceeds and (b) the remaining Carve-Out Amountshall be retained by the Liquidating Trust for the costs of administering theLiquidating Trust for the benefit of Class 5(a) Claims, including anyactions taken to preserve Insurance Rights and, to the extent after such use

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    there remains funds, for distribution to holders of Class 5(a) Claims inaccordance with any Claim Distribution Procedures that may beestablished.

    d. If any of the Carve-Out Amount remains after payment of items (a), (b)and (c) above, the lesser of (a) one hundred fifty thousand dollars

    ($150,000.00) of Net Cause of Action Proceeds and (b) the remainingCarve-Out Amount shall be paid pro rata to First-Tier General Interestsuntil such claims are paid in full or until a maximum total of $300,000.00has been distributed to First-Tier General Interests. Any remaining portionof the Carve-Out Amount after payment of items (a) (d) shall be retainedby the Liquidating Trust and used for the purposes described in item (c)hereof. Holders of First-Tier General Interests shall only be entitled to NetCause of Action Proceeds under this section to the extent that such NetCause of Action Proceeds are allocable to the Debtors estate againstwhich the claimant held its Class 2(c), Class 3(c), or Class 4(c) Claim.

    e. To the extent the First-Tier General Interests and underlying GeneralUnsecured Claims are satisfied in full once all distributions provided for initems (a) through (d) above have been made, then any remaining NetCause of Action Proceeds shall be shared on a pro rata basis among theholders of Second-Tier General Interests. If the First-Tier GeneralInterests and underlying General Unsecured Claims are NOT satisfied infull by the distributions in items (a) through (d) of this Section 5.3(e), thenany Net Causes of Action Proceeds in excess of six hundred thousanddollars ($600,000.00) shall be allocated on a pro rata basis among holdersof the Second-Tier General Interests and holders of any remainingdeficiency on First-Tier General Interests and underlying GeneralUnsecured Claims. In no event shall the total aggregate distributionspursuant to paragraphs a. through d. above exceed the amount of the

    Carve-Out Amount. Allocation of any pro rata payment among the holdersof Second-Tier General Interests shall be subject to the terms of thePrepetition Intercreditor Agreement as follows:any distribution to theseclaims shall be paid first to the First Lien Claimholders (as defined in thePrepetition Intercreditor Agreement) until the same are paid in full in cashand then to the Second Lien Claimholders (as defined in the PrepetitionIntercreditor Agreement) until paid in full in cash, and lastly to holders ofPrepetition Subordinated Debt Claims.

    ii. Net Proceeds of Insurance Rights and Coverage Litigation. Amounts received onaccount of the Insurance Rights and Coverage Litigation after deducting any legalfees or other costs incurred in prosecuting the Insurance Rights and Coverage

    Litigation shall be distributed in accordance with the terms of the Liquidating TrustAgreement and any approved Claim Approval Structure and/or Claim DistributionProcedures to holders of Class 5(a) Claims and the holders of Patient Interests. Anyamounts received by the Debtors or Post-Confirmation Debtors on account of theInsurance Rights or the Coverage Litigation will be held in trust by the Debtors orPost-Confirmation Debtors, as applicable, until such amounts are transferred to theLiquidating Trust, which transfer shall be made as the Liquidating Trustee shallrequest.

    5.4. Plan Agent

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    On and after the Confirmation Date, the Plan Agent shall be the designated representative of theDebtors estates and is entitled to take any actions necessary to carry out the provisions of this Plan. Upon theEffective Date, the Liquidating Trustee shall become the Plan Agent.

    ARTICLE VI

    VOTING AN