Sears Holdings Corp. (fka SHLDQ)

[Orion1972]

Linda1, Is this it?
Z The Sale Transaction does not constitute a de facto plan of reorganization or
liquidation as it does not propose to: (i) impair or restructure existing debt of, or equity interests
in, the Debtors; (ii) impair or circumvent voting rights with respect to any plan proposed by the
Debtors; (iii) circumvent chapter 11 safeguards, such as those set forth in sections 1125 and 1129
of the Bankruptcy Code; or (iv) classify claims or equity interests or extend debt maturities.
Entry into the Asset Purchase Agreement and the Sale Transaction neither impermissibly
restructures the rights of the Debtors’ creditors, nor impermissibly dictates the terms of a
chapter 11 plan for the Debtors. Entry into the Asset Purchase Agreement does not constitute a
sub rosa chapter 11 plan.