GTL (USA), Inc. | Effective Date of First Amended (Revised) Plan of Reorganization | September 10, 2015

Notice of Effective Date of
Debtor’s First Amended (Revised) Plan of Reorganization of GTL (USA), Inc.

In re GTL (USA), Inc., Case No. 15-40248-BTR-11, United States Bankruptcy Court, Eastern District of Texas, Sherman Division

TO ALL CREDITORS, INTEREST HOLDERS AND OTHER PARTIES IN INTEREST:

  1. Confirmation of the Plan. On August 26, 2015, the United States Bankruptcy Court for the Eastern District of Texas, Sherman Division (the “Bankruptcy Court”) confirmed the Debtor’s First Amended (Revised) Plan of Reorganization dated August 19, 2015 (Docket No. 272, and as modified by the Confirmation Order, the “Plan”) by that Order Confirming First Amended (Revised) Plan of Reorganization dated August 26, 2015 (Docket No. 305, the “Confirmation Order”) and entered August 26, 2015.  Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings set forth in the Plan.
  2. Effective Date. The Confirmation Order became a final, non-appealable and unstayed order as of the commencement of September 10, 2015.  All conditions to the occurrence of the Effective Date of the Plan set forth in Section 11 of the Plan and paragraph 13 of the Confirmation Order have been satisfied or waived.  The Effective Date of the Plan is September 10, 2015.
  3. Substantial Consummation. The Debtor hereby gives notice that, pursuant to Section 1101(2) of the Bankruptcy Code, the Plan has been substantially consummated.
  4. GTL Creditors Trust. The Plan established the GTL Creditors Trust for the purpose of receiving and distributing the Noninsider Creditor Funds to noninsider creditors with allowed unsecured claims, and to otherwise implement the terms and the provisions of the Trust Agreement.  The Trust Committee has selected Corporate Recovery Associates, LLC to act as the Creditor Trustee.  On the Effective Date, the Debtor and EIHL fully funded the GTL Creditors Trust.  As soon as reasonably practical following the Effective Date, the Creditor Trustee shall send written requests to each creditor seeking the creditor’s Federal Tax Identification number or social security number, as applicable.  Except as otherwise provided in  the Plan, on the Effective Date or Distribution Date, as the case may be, or as soon as reasonably practicable thereafter (or if a Claim is not an Allowed Claim on the Effective Date, on the date that such a Claim becomes an Allowed Claim, on the next Distribution Date or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim against the Debtor shall receive from the GTL Creditors Trust its prorata share of the Distributions that  the Plan provides for Allowed Claims in the applicable Class and in the manner provided herein. Except as otherwise provided in the Plan, all Distributions under the Plan shall be made by the Reorganized Debtor or Creditor Trustee as Disbursing Agent or such other Person designated by the Debtor or Creditor Trustee as a Disbursing Agent on the Effective Date.  As of the Effective Date, the Creditor Trustee shall have the exclusive authority to file, settle, compromise, withdraw or litigate to judgment any objections to Claims as permitted under the Plan. Any objections to claims shall be filed and served on or before the later of (i) one hundred eighty (180) days after the Effective Date or (ii) such date as may be fixed by the Bankruptcy Court. From and after the Effective Date, the Creditor Trustee may settle or compromise any Disputed Claim without approval of the Bankruptcy Court. The Creditor Trustee may be contacted through counsel for the GTL Creditors Trust, as follows:

Jason B. Binford
KANE RUSSELL COLEMAN & LOGAN PC
3700 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
Telephone – (214) 777-4200
Telecopier – (214) 777-4299
Email: jbinford@krcl.com

  1. Releases by Holders of Claims. On the Effective Date, except as otherwise provided herein and except for the right to enforce the Plan, all Persons who have (A) either (i) voted to accept the Plan or who are presumed or deemed to have voted to accept the Plan under Section 1126(f) of the Bankruptcy Code or (ii) are entitled to vote to accept or reject the Plan and who vote to reject the Plan or abstain from voting, and (B) do not mark their Ballots as opting out of the releases granted under Section 12.5 of the Plan, shall, to the fullest extent permitted by applicable law, be deemed to forever release, waive and discharge the GTL Released Parties and each of their respective constituents, principals, officers, directors, employees, agents, representatives, attorneys, professionals, advisors, affiliates, funds, successors, predecessors, and assigns, of and from all liens, claims, causes of action, liabilities, encumbrances, security interests, interests or charges of any nature or description whatsoever relating to the Debtor, the Chapter 11 Case or affecting property of the Estate, whether known or unknown, suspected or unsuspected, scheduled or unscheduled, contingent or not contingent, unliquidated or fixed, admitted or disputed, matured or unmatured, senior or subordinated, whether assertable directly or derivatively by, through, or related to the Debtor, against successors or assigns of the Debtor and the individuals and entities listed above whether at law, in equity or otherwise, based upon any condition, event, act, omission occurrence, transaction or other activity, inactivity, instrument or other agreement of any kind or nature occurring, arising or existing prior to the Effective Date in any way relating to or arising out of, in whole or in part, the debtor, the Chapter 11 Case, the pursuit of confirmation of the Plan, the negotiation and consummation of the transactions contemplated thereby, the consummation of the Plan or the administration of the Plan, including without limitation, the negotiation and solicitation of the Plan, all regardless of whether (a) a proof of claim or equity interest has been filed or is deemed to have been filed, (b) such claim or equity interest is allowed or (c) the holder of such claim or equity interest has voted to accept or reject the Plan, except for willful misconduct or gross negligence. For the avoidance of doubt, nothing contained herein shall impact the right of any holder of an allowed claim to receive a distribution on account of its allowed claim in accordance with Section 4 of the Plan.
  2. Exculpation. None of the GTL Released Parties, nor any of their respective members, officers, directors, employees, advisors, professionals, attorneys or agents or any of their successors and assigns, shall have or incur any liability to any Holder of a Claim or Interest, or other party in interest, or any of their respective members, officers, directors, employees, advisors, professionals, attorneys or agents or any of their successors and assigns, for any act or omission in connection with, related to, or arising out of, in whole or in part, the Debtor’s Chapter 11 Case, the pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan, including without limitation, the negotiation and solicitation of the Plan and the negotiation and consummation of the transactions contemplated thereby, except for their willful misconduct or gross negligence as determined by a Final Order of a court of competent jurisdiction, and, in all respects, the GTL Released Parties, and each of their respective members, officers, directors, employees, advisors, professionals, attorneys or agents, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.
  3. Injunction. FROM AND AFTER THE EFFECTIVE DATE, ALL PERSONS WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS AGAINST OR INTEREST IN THE DEBTOR ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY CAUSE OF ACTION RELEASED OR TO BE RELEASED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER. FROM AND AFTER THE EFFECTIVE DATE, TO THE EXTENT OF THE RELEASES AND EXCULPATION GRANTED IN THE PLAN, THE RELEASING PARTIES SHALL BE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER AGAINST THE GTL RELEASED PARTIES AND THE EXCULPATED PARTIES AND THEIR ASSETS AND PROPERTIES, AS THE CASE MAY BE, ANY SUIT, ACTION OR OTHER PROCEEDING, ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, INTEREST OR REMEDY RELEASED OR TO BE RELEASED PURSUANT TO THE PLAN.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, THE PLAN SUPPLEMENT OR RELATED DOCUMENTS, OR FOR OBLIGATIONS ISSUED PURSUANT TO THE PLAN, ALL PERSONS WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS OR INTERESTS THAT HAVE BEEN RELEASED, DISCHARGED, OR ARE SUBJECT TO EXCULPATION, ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (B) ENFORCING, ATTACHING, COLLECTING OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST SUCH PERSONS ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (C) CREATING, PERFECTING OR ENFORCING ANY ENCUMBRANCE OF ANY KIND AGAINST SUCH PERSONS OR THE PROPERTY OR ESTATE OF SUCH PERSONS ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; AND (D) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS RELEASED, SETTLED OR DISCHARGED PURSUANT TO THE PLAN.  THE RIGHTS AFFORDED IN THE PLAN AND THE TREATMENT OF ALL CLAIMS AND INTERESTS HEREIN SHALL BE IN EXCHANGE FOR AND IN COMPLETE SATISFACTION OF ALL CLAIMS AND INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED ON CLAIMS FROM AND AFTER THE PETITION DATE, AGAINST THE DEBTOR OR ANY OF THEIR ASSETS, PROPERTY OR ESTATE. ON THE EFFECTIVE DATE, ALL SUCH CLAIMS AGAINST THE DEBTOR SHALL BE FULLY RELEASED AND DISCHARGED, AND THE INTERESTS SHALL BE CANCELLED (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN).  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THE PLAN OR ANY OBLIGATIONS ISSUED PURSUANT THERETO FROM AND AFTER THE EFFECTIVE DATE, ALL CLAIMS AGAINST THE DEBTOR SHALL BE FULLY RELEASED AND DISCHARGED, AND ALL INTERESTS SHALL BE CANCELLED, AND THE DEBTOR’S LIABILITY WITH RESPECT THERETO SHALL BE EXTINGUISHED COMPLETELY, INCLUDING ANY LIABILITY OF THE KIND SPECIFIED UNDER SECTION 502(G) OF THE BANKRUPTCY CODE. ALL PERSONS SHALL BE PRECLUDED FROM ASSERTING AGAINST THE DEBTOR, THE DEBTOR’S ESTATE, EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND EACH OF THEIR ASSETS AND PROPERTIES, ANY OTHER CLAIMS OR INTERESTS BASED UPON ANY DOCUMENTS, INSTRUMENTS OR ANY ACT OR OMISSION, TRANSACTION OR OTHER ACTIVITY OF ANY KIND OR NATURE THAT OCCURRED BEFORE THE EFFECTIVE DATE.
  4. Supplemental Injunction. In order to preserve and promote the settlements contemplated by and provided for in the Plan, and to supplement, where necessary, the injunctive effect of the discharge as provided in Sections 1141 and 524 of the Bankruptcy Code and as described in Section 12.8 of the Plan, except as otherwise provided in the Plan, as of the Effective Date, all Entities which have held or asserted, which hold or assert or which may hold or assert any claim, demand or cause of action (including, without limitation, AutoOpt, Shah, Radha Krushn Communications, Inc., Informage, Kapai and Plank) against the GTL Released Parties (or any of them), whenever and wherever arising or asserted, whether in the U.S. or anywhere else in the world, whether sounding in tort, contract, warranty or any other theory of law, equity or admiralty, shall be permanently stayed, restrained and enjoined from taking any action against any of the GTL Released Parties for the purpose of directly or indirectly collecting, recovering or receiving payments or recovery with respect to any such claim, demand or cause of action arising prior to the Effective Date, including, but not limited to: (i) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such claim, demand or cause of action against any of the GTL Released Parties, or against the property of any GTL Released Party; (ii) enforcing, attaching, collecting or recovering, by any manner or means, any judgment, award, decree or order against any of the GTL Released Parties or against the property of any GTL Released Party with respect to any such claim, demand or cause of action; (iii) creating, perfecting or enforcing any Lien of any kind against any GTL Released Party or the property of any GTL Released Party with respect to any such claim, demand or cause of action; (iv) except as otherwise provided in the Plan, asserting, implementing or effectuating any setoff, right of subrogation, indemnity, contribution or recoupment of any kind against any obligation due any GTL Released Party or against the property of any GTL Released Party with respect to any such claim, demand or cause of action; and (v) taking any act, in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of the Plan or the Plan Documents relating to such claim, demand or cause of action. The Debtor’s compliance with the formal requirements of Bankruptcy Rule 3016(c) shall not constitute an admission that the Plan provides for an injunction against conduct not otherwise enjoined under the Bankruptcy Code.
  5. Bar Date for Professional Fee Claims. All Professionals seeking payment of Compensation and Reimbursement Claims shall (i) file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred in the Debtor’s Chapter 11 Cases by October 12, 2015 (i.e., the date that is thirty (30) days after the Effective Date) and (ii) be paid (a) the full unpaid amounts as is Allowed by the Bankruptcy Court within five (5) Business Days after the date that such Claim is Allowed by Order of the Bankruptcy Court, or (b) upon such other terms as may be mutually agreed upon between the Holder of such an Allowed Compensation and Reimbursement Claim and the Debtor or Creditor Trustee. Any Compensation and Reimbursement Claim that is not asserted in accordance with Section 2.2 of the Plan shall be deemed disallowed under the Plan and shall be forever barred against the Debtor, the Debtor’s Estate, the Creditor Trust, or any of their Assets or property, and the Holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset, recoup or recover such Claim.
  6. Administrative Expense Claims Bar Date. To be eligible to receive distributions under the Plan on account of an Administrative Expense Claim that is not otherwise Allowed by the Plan, a request for payment of an Administrative Expense Claim must have been or be filed with the Bankruptcy Court on or before the Administrative Expense Claims Bar Date, October 12, 2015 (i.e., the first Business Day that is at least thirty (30) days after the Effective Date). Any Administrative Expense Claim that is not asserted in accordance with Section 2.1 of the Plan shall be deemed disallowed under the Plan and shall be forever barred against the Debtor, the Debtor’s Estate, the Creditor Trust, or any of their Assets or property, and the Holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset, recoup or recover such Claim. .
  7. Copies of Plan and Confirmation Order. Any party-in-interest who wishes to obtain a copy of the Plan or the Confirmation Order may view and download such documents at chapter11dallas.com/GTLPlan. In addition, all documents that are filed with the Bankruptcy Court may be reviewed during regular business hours (8:30 a.m. to 4:00 p.m. weekdays, except legal holidays) at the office of the Clerk, United States Bankruptcy Court for the Eastern District of Texas, Sherman Division, 660 North Central Expressway, Plano, Texas 75074, or at http://www.txeb.uscourts.gov.

Order Confirming Chapter 11 Plan

GTL (USA), Inc. First Amended (Revised) Plan of Reorganziation

Notice of Effective Date

  1. Notice Purposes Only. This Notice of Effective Date is being provided for notice purposes only.  Parties-in-interest are encouraged to review the Plan and Confirmation Order for more detailed information.  In the event of any conflicts between the information herein and the Plan or Confirmation Order, the terms of the Plan and Confirmation Order shall govern.Dated: September 10, 2015

    CULHANE MEADOWS, PLLC

    By:      /s/ Lynnette Warman
    Lynette Warman
    Tex. Bar No. 20867940
    Richard G. Grant
    Tex. Bar No. 08302650
    The Crescent, Suite 700
    100 Crescent Court
    Dallas, Texas 75201
    Telephone: 214-693-6525
    Facsimile: 214-361-6690
    Email: rgrant@culhanemeadows.com
    Email: lwarman@culhanemeadows.com

    ATTORNEYS FOR GTL (USA), Inc.

    Previously: GTL Solicits votes for Chapter 11 Plan of Reorganization | August 7, 2105