The remaining Classes of Claims under the Plan (Classes B through G), are not entitled to priority under the Bankruptcy Code. The Claims in Classes B (Certain Secured Claims) and C (Secured Claim of Alabama Revenue Department) are unimpaired. The Claims in Classes D (Convenience Class Claims), E (Certain General Unsecured Claims), F (Indenture Claims), G (Statutorily Subordinated Claims), H (Preferred Stock) and I (Common Stock and other Equity Interests) are all impaired. The Holders of Claims or Equity Interests in these impaired Classes (other than Class I) will receive Distributions set forth in the Plan in complete satisfaction of all claims against the Debtor and, except as expressly set forth in the Plan, will have no other rights or remedies against the Debtor or any of its assets. The Holders of Common Stock and other Equity Interests (excluding Preferred Stock) are not entitled to receive or retain any property under the Plan, and all Common Stock will be canceled on the Effective Date. Based on the Debtor's estimates of the net realizable value of the liquidation of the property of the Estate, neither Statutorily Subordinated Claims nor Preferred Stock are likely to receive any Distribution under the Plan. The Debtor will not solicit ballots from the Holders of Statutorily Subordinated Claims, as the members of that Class have not as yet been identified, or from Holders of Equity Interests other than Preferred Stock, as the Holders of such Equity Interests are deemed to have rejected the Plan. As discussed above, however, the Plan does not in any way restrict or impair the rights of the Debtor's creditors to pursue whatever claims they may have arising from the activities of the Debtor and its related entities against persons or property other than the Debtor and its assets.
a. Class B (Certain Secured Claims)
Class B will consist of all Allowed Claims that are Secured Claims other than the Secured Claim held by the Alabama Revenue Department. Unless the Holder of such Claim agrees in writing with the Debtor to different treatment, each Holder of an Allowed Claim in Class B will receive, on account of such Claim and in full satisfaction thereof, either (at the Debtor's option) (a) abandonment from the Estate of the collateral securing the Claim or (b) Cash in the allowed amount of such Class B Claim (including any interest on such Claim required to be paid to such Holder pursuant to Section 506(b) of the Bankruptcy Code) until such Claim is Paid in Full; provided, however, that the Debtor may elect by notice to the Holder of any such Class B Claim to (i) cure all defaults with respect to such Class B Claim that occurred before or after the Petition Date (other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code or of a kind that Section 365(b)(2) expressly does not require to be cured), (ii) reinstate the maturity of such Class B Claim as such maturity existed before such default, (iii) compensate the Holder of such Class B Claim for any damages incurred as a result of any
reasonable reliance by such Holder on such contractual provision or such applicable law, (iv) if such Class B Claim arises from any failure to perform a non-monetary obligation, compensate the Holder of such Class B Claim for any actual pecuniary loss incurred by such Holder as a result of such failure, and (v) otherwise comply with the legal, equitable and contractual rights to which the Holder of such Class B Claim is entitled under the Debt Instruments evidencing such Class B Claim. Distributions on account of a Class B Claim will be made on the later to occur of the Initial Distribution Date or thirty (30) days after the date on which such Class B Claim becomes an Allowed Claim. If and to the extent that it is subsequently determined on appeal that the FDIC-Receiver has a valid right of setoff with respect to any of the Deposits at BB&T then such right of setoff will constitute a Secured Claim in Class B to the extent that there are any balances in the Deposits over and above the amount of any other Secured Claims having priority thereto.
b. Class C (Secured Claim of Alabama Revenue Department)
Class C consists of any Allowed Claim of the Alabama Revenue Department that is a Secured Claim. The Alabama Revenue Department will receive, on account of its Allowed Claim in Class C, regular installment payments, in Cash, of a total value, as of the Effective Date, equal to the allowed amount of such Claim, over a period ending not later than five (5) years after the Petition Date, and in a manner not less favorable than the most favored general unsecured claim in Class E as provided in Section 1129(a)(9)(C) of the Bankruptcy Code and is not impaired under the Plan.
c. Class D (Convenience Class Claims)
Class D consists of all Allowed General Unsecured Claims that are Convenience Claims. Convenience Claims do not include any Indenture Claims. The Holder of a General Unsecured Claim that exceeds $5,000 and that desires treatment as a Convenience Claim must make an election in writing (in the form annexed to the order of the Bankruptcy Court approving this Disclosure Statement) and deliver such written election to the Debtor on or before the Voting Deadline. On either (i) the Initial Distribution Date, if no objection to such Claim has been timely filed by the Claims Objection Deadline, or (ii) the first Distribution Date after the date on which any timely objection to such Convenience Claim is settled, withdrawn or overruled pursuant to Final Order of the Bankruptcy Court, each Holder of an Allowed Claim in Class D will receive Cash in an amount necessary to cause 75% of the principal amount of such Holder's Claim to be paid.
d. Class E (Certain General Unsecured Claims)
Class E will consist of all Allowed Claims that are General Unsecured Claims, excluding Convenience Claims and Indenture Claims. To the extent there are funds remaining after payment, or a reserve for payment, of Allowed Claims in Classes A through D, and a reserve for payment of any Disputed Claims in such Classes, upon the Initial Distribution Date and thereafter as provided in Section 9.3 of the Plan, each Holder of an Allowed Claim in Class E will be entitled to receive on account of such Holder's Claim a Pro Rata Share of the Available Cash (calculated based on the aggregate amount on such date of all Allowed Claims in Classes E and F) until all Allowed Claims in Class E are Paid in Full or the Estate Property is exhausted.
e. Class F (Indenture Claims)
Class F will consist of all Allowed Claims that are Indenture Claims. To the extent there are funds remaining after payment, or a reserve for payment, of Allowed Claims in Classes A through D, and a reserve for payment of any Disputed Claims in such Classes, upon the Initial Distribution Date and thereafter as provided in Section 9.3 of the Plan, each Holder of an Allowed Claim in Class F will be entitled to receive on account of such Holder's Claim a Pro Rata Share of the Available Cash (calculated based on the aggregate amount on such date of all Allowed Claims in Classes E and F) until all Allowed Claims in Class F are Paid in Full or the Estate Property is exhausted. All Distributions made with respect to Allowed Claims in Class F will be made to the applicable Indenture Trustee, subject to the withholding of a reserve in accordance with the Plan.
f. Class G (Statutorily Subordinated Claims)
Class G will consist of all Allowed Claims that are Statutorily Subordinated Claims. To the extent there are funds remaining after payment, or a reserve for payment, of Allowed Claims in Classes A through F, and a reserve for payment of any Disputed Claims in such Classes, each Holder of an Allowed Claim in Class G, if any, will be entitled to receive on account of such Holder's Claim a share of the Available Cash, as determined by Final Order of the Bankruptcy Court that subordinates such Claim and specifies the degree of subordination of such Claim to other Allowed Claims or Equity Interests, until such Holder's Allowed Claim is Paid in Full or the Estate Property is exhausted. Based on the Debtor's estimates of the net realizable value of the Estate Property, Statutorily Subordinated Claims will not be entitled to receive or retain any property or Distribution under the Plan.
g. Class H (Preferred Stock)
Class H will consist of all Preferred Stock. To the extent that there are funds remaining after payment, or a reserve for payment, of Allowed Claims in Classes A through G, and a reserve for payment of any Disputed Claims in such Classes, each Holder of Preferred Stock will be entitled to receive on account of such Preferred Stock a pro rata share of Available Cash calculated upon the greatest of the allowed amount of any fixed liquidation preference to which all Holders of Preferred Stock are entitled, any fixed redemption price to which all Holders of Preferred Stock are entitled, or the aggregate value of all such Preferred Stock. Based on the Debtor's estimates of the net realizable value of Estate Property, Holders of Preferred Stock will not be entitled to receive or retain any property or Distribution under this Plan.
h. Class I (Equity Interests other than Preferred Stock)
Class I will consist of all Equity Interests other than Preferred Stock. Holders of Equity Interests in Class I will not receive or retain any property under this Plan on account of such Equity Interests. On the Effective Date, all Equity Interests in Class I will be deemed canceled and will have no further legal effect. Accordingly, Class I is deemed not to have accepted the Plan and the Debtor will not solicit ballots from the Holders of Equity Interests in Class I.