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Re: None

Tuesday, 05/13/2014 11:16:43 AM

Tuesday, May 13, 2014 11:16:43 AM

Post# of 588
ARTICLE II
PROVISIONS FOR PAYMENT OF ADMINISTRATIVE
EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

The Debtor believes that if the Plan is not confirmed, it will be required to convert
this Chapter 11 Case to Chapter 7. In this event, Holders of all Claims described in this Article (other than the DIP Superpriority Deficiency Claim) will likely receive no recovery
on account of their Claims.

A. DIP Superiority Deficiency Claims. On account of the DIP Superpriority Deficiency
Claims (all of which Claims are Allowed pursuant to the Plan) and the DIP Secured Claims (all
of which Claims are Allowed pursuant to the Plan), the DIP Agent, on behalf of the DIP Lenders,
shall receive and retain the DIP Lender Distribution.
The DIP Agent’s vote of the Class 3 DIP Secured Claim to accept the Plan shall
constitute and be deemed to be the DIP Agent’s consent and agreement (as Holder on
behalf of the DIP Lenders) to receive treatment for the DIP Superpriority Deficiency Claim
that is different from that set forth in 11 U.S.C. § 1129(a)(9), which otherwise requires
payment in full in cash.

B. Second Lien Noteholders Superpriority Adequate Protection Claim. On the later to occur
of (i) 90 days after the Effective Date and (ii) the date on which such Claim shall become an
Allowed Claim, on account of the Second Lien Noteholders Superpriority Adequate Protection
Claim, the Liquidating Trustee shall either (a) pay to the Indenture Trustee, on behalf of the
Second Lien Noteholders, the amount of available cash in the Claim Fund, after the
establishment of an appropriate reserve from the Claim Fund for Disputed Claims, and thereafter
make periodic cash payments as set forth in the next sentence, or (b) satisfy and discharge such
Second Lien Noteholders Superpriority Adequate Protection Claim in accordance with such
other terms as may be agreed upon by and between the Indenture Trustee and the Liquidating
Trustee (acting with consent of the Oversight Committee). As often as reasonably practicable
thereafter, in the sole discretion of the Liquidating Trustee, after the establishment or
maintenance of an appropriate reserve from the Claim Fund for Disputed Claims, the Liquidating
Trustee shall make additional periodic cash distributions to the Indenture Trustee on account of
Case 12-36187 Document 3084 Filed in TXSB on 05/12/14 Page 16 of 37-11-
the Second Lien Noteholders Superpriority Adequate Protection Claim until the earlier of the
date that (i) such Claims are paid in full and (ii) the Claim Fund has been exhausted.
Notwithstanding the foregoing, the Second Lien Noteholders Superpriority Adequate
Protection Claim is not and shall not be deemed Allowed pursuant to the Plan. Accordingly, to
the extent any of the asserted Second Lien Noteholders Superpriority Adequate Protection Claim
is not entitled to superpriority (whether by Final Order of the Bankruptcy Court or other
agreement) but is otherwise allowed as an Administrative Claim, the amount of such Allowed
Administrative Claim shall constitute a General Administrative Claim and receive the treatment
afforded to General Administrative Claims set forth in Article II(C) below.

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