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Case 2:12-bk-15665-RK Doc 1054 Filed 04/03/12 Entered 04/03/12 14:16:51 Desc
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Todd C. Ringstad (State Bar No. 97345)
todd@ringstadlaw.com
Nanette D. Sanders (State Bar No. 120169)
nanette@ringstadlaw.com
RINGSTAD & SANDERS LLP
2030 Main Street, 12th Floor
Irvine, CA 92614
Telephone: 949.851.7450
Facsimile: 949.851.6926
Counsel for Karen Sue Naylor,
Plan Agent
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA- LOS ANGELES DIVISION
In re
CRYSTAL CATHEDRAL MINISTRIES,
Reorganized Debtor.
CASE No.2: 12-bk-15665-RK
Chapter 11 Proceeding
NOTICE OF MOTION AND MOTION BY
PLAN AGENT FOR AN ORDER
ESTABLISHING PLAN EFFECTIVE DATE
WITHOUTREQUIRING IMMEDIATE
DISTRIBUTIONS TO CLASS 12, 13 AND 14
CREDITORS PENDING INSIDER CLAIMS
ALLOWANCE OR ESTIMATION, OR, IN
THE ALTERNATIVE, EXTENDING THE
EFFECTIVE DATE DEADLINE;
DECLARATION OF NANETTE D.
SANDERS IN SUPPORT THEREOF
[Request for Judicial Notice Filed Concurrently
Herewith]
Hearing
Date: April24, 2012
Time: 2:30p.m.
Place: Courtroom 1675
United States Bankruptcy Court
255 E. Temple Street
Los Angeles, Ca 90012
TO THE HONORABLE ROBERT KWAN, UNITED STATES BANKRUPTCY
JUDGE; OFFICE OF THE UNITED STATES TRUSTEE, AND TO ALL INTERESTED
PARTIES:
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PLEASE TAKE NOTICE that on Apri124, 2012 at 2:30p.m., in Courtroom 1675 of the
above-entitled Court, located at 255 E. Temple Street, Los Angeles, California, 90012, before the
Honorable Robert Kwan, United States Bankruptcy Judge, a hearing will be held on the Motion
of Plan Agent for an Order Establishing Plan Effective Date Without Requiring Immediate
Distributions to Class 12, 13 and 14 Creditors Pending Insider Claims Allowance or Estimation,
or, in the Alternative, Extending the Effective Date Deadline (the "Motion").
In furtherance of her efforts to comply with and consummate the terms of the Second
Amended Chapter 11 Plan Filed by the Official Committee of Creditors Holding Unsecured
Claims (the "Plan"), as confirmed by the Court on November 17,2011, the Plan Agent
1
appointed
pursuant to the terms of the Plan, hereby respectfully submits this Motion.
The Plan as confirmed requires a series of acts to be undertaken by the Plan Agent
following the occurrence of the Plan Effective Date, including the commencement of distributions
to general unsecured or Class 12, 13 and 14 creditors. The Plan further provides that the
Effective Date must occur no later than the "one hundred and twentieth (120th) calendar day after
the Confirmation Date, unless the Bankruptcy Court authorizes an extension of the Effective Date
beyond the 120th calendar day after the Confirmation Date, upon a showing of good cause
therefor by the Plan Agent". The Confirmation Date is defined by the Plan as the date the
Confirmation Order is entered, to wit, December 12,2012, resulting in an AprillO, 2012 deadline
for the Effective Date to occur.
The Plan Agent is prepared to establish the Effective Date, however, given the assertion of
multiple pre petition and administrative claims by insiders
2
of the Reorganized Debtor in
"unknown" amounts, distributions to unsecured creditors cannot commence as required following
the Effective Date absent determination of the insider claims, or the estimation of such claims and
the establishment of an appropriate reserve for same. As such, the Plan Agent seeks an order of
the Court establishing the Effective Date without requiring immediate distributions to Class 12,
13 and 14 creditors pending final determination or estimation of the claims of insiders, or, in the
alternative, an order granting an extension of the deadline by which the Effective Date must be
1
All defined terms used herein are as set forth in the Plan unless otherwise noted.
2
As defined in 11 U.S.C. 101(31).
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established. Given the April24, 2012 hearing date scheduled for this Motion, request is made
that the Effective Date be set for May 1, 2012.
The Plan Agent would prefer that the Court establish the Effective Date without requiring
immediate distributions to Class 12, 13 and 14 creditors pending final determination or estimation
of the claims of insiders, rather than delaying the Effective Date deadline, as this would allow
distributions to be effectuated to various other creditors rather than having such payments also
held in abeyance pending determination or estimation of the "unknown" insider claims.
The Motion is based upon the Notice of Motion filed concurrently herewith, the attached
Memorandum of Points and Authorities, the supporting Declaration of Nanette D. Sanders, the
Request for Judicial Notice filed concurrently herewith, the pleadings and files in this chapter 11
proceeding, and upon such further evidence as may be presented to the Court in support of this
Motion.
IF YOU DO NOT OPPOSE THE MOTION AND RELIEF SOUGHT HEREBY, you
need take no further action.
IF YOU WISH TO OPPOSE THE MOTION pursuant to Local Bankruptcy Rule 9013-
1(f), your objections must be in writing and must be filed with the Clerk of the United States
Bankruptcy Court (with a duplicate copy), located at 255 East Temple Street, Los Angeles,
California, and must be served upon Debtor's counsel, Marc Winthrop, Esq., Winthrop Couchot,
located at 660 Newport Center Drive, 41h Floor, Newport Beach, California 92660, counsel for the
Plan Agent, Ringstad & Sanders LLP, located at 2030 Main Street, Suite 1200, Irvine, California
92614, and the Office of the United States Trustee, located at 411 West Fourth Street, Suite 9041,
Santa Ana, California 92701, not less than fourteen (14) days prior to the scheduled hearing on
the Motion.
PLEASE TAKE FURTHER NOTICE that Local Bankruptcy Rule 9013-1(f)(l) further
provides that any opposition is to consist of "A complete written statement of all reasons in
opposition thereto ... declarations and copies of all photographs and documentary evidence on
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which the responding party intends to rely, and any responding memorandum of points and
authorities."
PLEASE TAKE FURTHER NOTICE that Local Bankruptcy Rule 9013-l(h)
provides that your failure to timely file and serve a response as set forth above maybe
deemed by the Court to be your consent to the granting of the Motion.
WHEREFORE, the Plan Agent respectfully requests that this Court enter an Order:
1. Establishing May 1, 2012 as the Plan Effective Date, without requiring immediate
distributions to Class 12, 13 and 14 creditors; or, in the alternative,
2. Extending the deadline for the Effective Date to occur, to a date deemed
appropriate by the Court; and, .
3. For such other and further relief as the Court deems just and proper.
Dated: April3, 2012 Respectfully Submitted,
By: Is/ Nanette D. Sanders
Nanette D. Sanders
Plan Agent
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MEMORANDUM OF POINTS AND AUTHORITIES
I.
STATEMENT OF FACTS
A. General Background.
The Debtor and a pre-petition creditors' committee began efforts in April2010 to reach a
consensual arrangement for the repayment of the approximately $12,500,000 in non-insider
unsecured debt asserted against the Debtor. When those efforts failed, the Debtor filed a
voluntary Chapter 11 petition on October 18, 2010 (the "Petition Date").
The Office of the United States Trustee appointed an Official Committee of Creditors
Holding Unsecured Claims pursuant to Bankruptcy Code 1102(a)(l) on October 27,2010 (the
"Committee").
The Debtor sought and obtained a general claims bar date of February 28, 2011.
Numerous insiders (hereafter, the "Insider Claimants") timely filed general unsecured claims that
do not state specific claim amounts. At the request of the Committee, a November 28, 2011 bar
date specific to insiders was established by the Court. Each of the Insider Claimants filed timely
administrative or contract rejections claims that do not state specific claim amounts.
On August 9 and 11, 2001, the Committee filed, respectively, its own Disclosure
Statement and proposed Plan of Reorganization for the Debtor (the "Plan"). The Plan provides
for a sale of the Debtor's Property to a buyer to be selected by the Committee (with or without
the Debtor's participation and approval). Under the Plan, such a sale ofthe Debtor's Property,
along with liquidation of other assets of the estate
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, is intended to provide the means by which
the Debtor's general unsecured creditors can receive substantial distributions on account oftheir
claims. During the course of the first day of confirmation hearings, which was conducted on
November 14,2011, the Court estimated the pre-petition intellectual property claims of the
certain of the Insider Claimants at a value of $500,000 for purposes of Plan feasibility, with such
estimations non-binding for any other purpose.
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And, if necessary, on-going payments from the Reorganized Debtor's post-confirmation
operations, if any.
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The Committee's Plan was confirmed by the Court at a continued hearing conducted on
November 17, 2011, with the Confirmation Order entered on December 12, 2011. The
Confirmation Order approves the appointment ofK.aren Sue Naylor as the Plan Agent
The sale of the Debtor's real property pursuant to the Plan closed on February 3, 2012.
From the sale proceeds, the secured claims of Farmers & Merchants Bank and the Orange
County Tax Collector have been paid in full, and the Plan Agent has made distributions to
certain administrative claimants, including CB Richard Ellis, Chapman University, Greenlaw
Partners, and case professionals.
The Plan Agent is presently holding in excess of$18,000,000 for the benefit of the
creditors of the Estate but carmot commence distributions to general unsecured creditors until
and unless the claims of the Insider Claimants are determined or estimated for purposes of Plan
consummation so that appropriate reserves may be established.
B. The Plan Effective Date.
The Plan defines the Effective Date as "a date selected by the Plan Agent, which shall
eccur no later than the one hundred and twentieth (!20th) calendar day after the Confirmation
Date, unless the Bankruptcy Court authorizes an extension of the Effective Date beyond the !20th
calendar day after the Confirmation Date, upon a showing of good cause therefor by the Plan
Agent." [Plan, Article II, Section 2.1.39]
The Confirmation Date is defined as "the date on which the Bankruptcy Court enters the
Confirmation Order." [Plan, Article II, Section 2.1.27]
The Plan Confirmation Order was entered by the Court on December 12, 2011. The one
hundred and twentieth calendar day after December 12,2011 is AprillO, 2011.
The Plan provides that on the Effective Date the Plan Agent and/or the Reorganized
Debtor, shall, among other things:
(i) Pay each Allowed Administrative Claim;
(ii) Tender a cure payment to GE Capital Public Finance, Inc. ("GE") (Class 4) and
continue monthly payments per the terms of the Master Security Agreement;
(iii) Commence monthly payments to Canon Financial Services ("Canon") (Class 5);
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(iv) Commence monthly payments to PNC Equipment Finance, LLC ("PNC") (Class
6);
(v) Effectuate a one-time distribution to Credit Managers Association ("CMA") (Class
7);
(vi) Tender a cure payment to Toyota Motor Credit Corp. ("Toyota") (Class 9) and
continue monthly payments per the terms of the Master Lease Agreement;
(vii) Pay priority unsecured claims (Class 11 );
(viii) Following reserve for disputed Class 12 (General Unsecured), Class 13 (Insiders)
and Class 14 (Endowment Fund} Claims, commence distributions to Class 12
general unsecured creditors from the Net Sale Proceeds generated from the sale of
the Crystal Cathedral Campus, the sale of the Condominium, and Cash on hand on
the Confirmation Date.
The Plan Agent is prepared to establish the Effective Date, and the Reorganized Debtor
and Plan Agent are thereafter prepared to satisfy all Allowed Administrative Claims, tender
necessary cure payments to GE, Canon and Toyota, commence monthly payments to such
creditors and PNC, tender the one-time payment to'CMA and satisfy allowed Priority Unsecured
Claims in full. However, distributions to general unsecured creditors cannot commence until the
disputed administrative and general unsecured "unknown" claims of the Insider Claimants, as
detailed below, are determined or estimated and reserved for.
C. The Objections to the Claims.
The insiders who have filed claims against the estate in unknown amounts are Dr. Robert
H. Schuller ("R.H. Schuller"), Robert Harold, Inc. ("RHI"), Arvella Schuller ("A. Schuller"),
Carol Schuller Milner ("C. Milner") and Timothy Milner ("T. Milner") (collectively, the
"Insiders")
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These claims are as follows:
1. The nonpriority unsecured claim of R.H. Schuller in the amount of
"Unknown- subject to accounting" allegedly for "Copyright Infringement" (hereinafter
4
The Insiders have filed additional general unsecured and administrative claims against the
Estate, however such claims have been ascribed a value such that the Plan Agent can reserve for
such claims.
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1 referred to as the "R.H. Schuller Pre Petition Copyright Claim") (Claim No. 245 on the
2 Court's Claims Register), a true and correct copy of which is attached as Exhibit "1" to
3 the Request for Judicial Notice (the "RJN"} filed concurrently herewith;
4 2. The nonpriority unsecured claim ofR.H. Schuller in the amount of
5 "$55,226.27 +"allegedly for "Housing allowance and breach of contract" (hereinafter
6 referred to as the "R.H. Schuller Pre Petition Contract Claim") (Claim No. 244 on the
7 Court's Claims Register), a true and correct copy of which is attached as Exhibit "2" to
8 theRJN;
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3. The nonpriority unsecured claim of A. Schuller in the amount of
"Unknown- subject to accounting" allegedly for "Copyright Infringement" (hereinafter
referred to as the "A. Schuller Pre Petition Claim") (Claim No. 242 on the Court's Claims
Register), a true and correct copy of which is attached as Exhibit "3" to the RJN;
4. The nonpriority unsecured clirim of C. Milner in the amount of$10,615.00
allegedly for "Copyright Infringement" (Claim No. 243-1 on the Court's Claims Register),
and the nonpriority unsecured amendment to that claim in the amount of"$10,615.00 +"
allegedly for "Housing Allowance and Copyright Infringement" (Claim No. 243-2 on the
17 Court's Claims Register) (hereinafter collectively referred to as the "C. Milner Pre
18 Petition Copyright Claims"), true and correct copies of which are attached as Exhibits "4"
19 and "5", respectively, to the RJN;
20 5. The administrative claim of A. Schuller in an "unknown" amount allegedly
21 for "copyright infringement" (Request for Payment of Administrative Expense of Arvella
22 Schuller, Docket #334 and #335 on the Claims Register)(hereinafter referred to as the "A.
23 Schuller Administrative Claim"), true and correct copies of which are attached as Exhibits
24 "6" and "7" to the RJN;
25 6. The administrative claim of C. Milner in an "unknown" amount allegedly
26 for "copyright infringement" (Request for Payment of Administrative Expense of Carol
27 Milner (Copyright Infringement), Docket #336 on the Claims Register)(hereinafter
28 referred to as the "C. Milner Copyright Administrative Claim"), a true and correct copy of
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which is attached as Exhibit "8" to the RJN;
7. The administrative claim ofR.H. Schuller and RHI in an "unknown"
amount allegedly for "copyright infringement" (Request for Payment of Administrative
Expense of Dr. Robert H. Schuller and Robert Harold, Inc., Docket #338 on the Claims
Register)(hereinafter referred to as the "R.H. Schuller/RHI Administrative Claim"), a true
and correct copy of which is attached as Exhibit "9" to the RJN; and,
8. The administrative claim ofT. Milner in an "unknown" amount.allegedly
for "copyright infringement" (Request for Payment of Administrative Expense of Timothy
Milner (Copyright Infringement), Docket #340 on the Claims Register)(hereinafter
referred to as the "T. Milner Copyright Administrative Claim"), a true and correct copy of
which is attached as Exhibit "10" to the RJN.
9. RHI also filed post-confirmation a nonpriority unsecured claim in the
amount of $5,059,909 for "contract rejection" (hereinafter referred to as the "RHI
Contract Rejection Claim") (Claim No. 332 on the Court's Claims Register), a true and
correct copy of which is attached as Exhibit "11" to the RJN.
The above-described R.H. Schuller Pre Petition Copyright Claim, R.H. Schuller Pre
Petition Contract Claim, A. Schuller Pre Petition Claim, C. Milner Pre Petition Copyright Claims,
A. Schuller Administrative Claim, C. Milner Administrative Copyright Claim, R.H. Schuller/RHI
Administrative Claim, the T. Milner Copyright Claim, and the RHI Contract Rejection Claim are
hereinafter collectively referred to as the "Claims."
On September 30,2011, the Committee filed objections to, among other claims, each of
the pre petition Claims asserted by the Insider Claimants, including those in "unknown" amounts
as described above (hereinafter collectively referred to as the "Pre Petition Claims Objections").
As to the Claims filed prior to the November 28, 2011 bar date specifically relating to
insider claims, on or about January 6, 2012, the Plan Agent filed objections to each of the
administrative and/or contract rejection Claims asserted by the Insider Claimants (hereinafter
collectively referred to as the "Post Petition Claims Objections").
The Court has ordered that both the Pre Petition Claims Objections and the Post Petition
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Claims Objections shall be treated as contested matters, and at hearings held on March 21,2012,
ordered that the objections be consolidated for the purposes of discovery and pretrial conference,
with the following dates established:
Deadline for exchange of witness lists and expert witness designations - May 11, 2012
Discovery cut off date- June 15, 2012
Pretrial Conference- July 10,2012
In the interim, the Plan Agent is coordinating with the Reorganized Debtor a possible
request that the Court estimate for purposes of plan consummation/distribution the "unknown"
claims asserted by the Insider Claimants. With such interim estimations, funds can be reserved
for the disputed, unknown claims and a partial distribution effectuated to general unsecured
creditors, without liability to the Plan Agent.
II.
A. The Plan Agent has Demonstrated "Cause" for the Relief Requested.
As noted above, the Plan provides that the Plan Agent shall select the Effective Date,
which shall occur no later 120 days following the Confirmation Date, or, in this case, on or before
April10, 2012. The Plan further provides that the Court may authorize an extension of the
Effective Date deadline for good cause shown.
Here, the "unknown" claims of the Insider Claimants, including the administrative and
contract rejection claims f!led after the confirmation hearing, have ham strung the Plan Agent,
effeCtively holding distributions to creditors hostage. If the Effective Date is timely established,
distributions must commence to general unsecured creditors. Until the pending Pre Petition and
Post Petition Claims Objections are tried by the Court, or estimated for purposes of establishing
disputed claim reserves, the Plan Agent cannot distribute any funds to general unsecured creditors
without bearing the risk that the claims of the Insider Claimants will be determined and allowed
in amounts greater than the funds on hand at the time of such allowance. The Plan Agent submits
that this inherent conflict created by the Plan terms in light of the "unknown" claims asserted by
the Insider Claimants constitutes cause for the relief requested herein. It is a practical solution to
a rather straightforward timing problem.
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1 While the Plan Agent and the Reorganized Debtor actively continue with discovery efforts
2 regarding the Pre Petition Claims Objections and the Post Petition Claims Objections, and
3 complete their assessment as to whether an estimation motion is appropriate, the Plan Agent
4 requests an order of the Court establishing the Effective Date without requiring immediate
5 distributions to Class 12, 13 and 14 creditors pending final determination or estimation of the
6 claims of Insiders, or, in the alternative, an order granting an extension of the deadline by which
7 the Effective Date must be established. The Plan Agent would prefer that the Court establish the
8 Effective Date without requiring immediate distrib\}tions to Class 12, 13 and 14 creditors pending
9 final determination or estimation of the claims of Insiders, rather than delaying the Effective Date
10 deadline, as this would allow distributions to be effectuated to various other creditors rather than
11 having such payments also held in abeyance pending determination or estimation of the
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"unknown" Insider claims.
To the extent authority is needed beyond the specific terms of the Plan, the Plan Agent
submits that 11 U.S.C. Section 105(a) provides the Court with all necessary authority to grant the
relief requested by this Motion.
5
B. The Relief Requested is not a Plan Modification.
The Plan Agent submits that the relief requested herein is not a plan modification as the
confirmed Plan permits the Court to extend the Effective Date deadline upon cause shown.
Rather than extending the deadline for all purposes, the Plan Agent is suggesting that the deadline
be extended only as it relates to distributions to general unsecured creditors so as to permit all
other Plan requirements to become effective as soon as possible. To do otherwise, and simply
extend the Effective Date deadline until the Pre Petition and Post Petition Claims are adjudicated,
or the claims are estimated and disputed claims reserves can be established, would unnecessarily
delay distributions to all creditors rather than to just general unsecured creditors.
II.
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"The court may issue any order, process, or judgment that is necessary or appropriate to carry
out the provisions of this title. No provision of this title providing for the raising of an issue by a
party in interest shall be construed to preclude the court from, sua sponte, taking any action or
making any determination necessary or appropriate to enforce or implement court orders or rules,
or to prevent an abuse of process."
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1 CONCLUSION
2 WHEREFORE, the Plan Agent respectfully requests that this Court enter an Order:
3 I.
Establishing May 1, 2012 as the Plan Effective Date, without requiring immediate
4 distributions to Class 12, 13 and 14 creditors; or, in the alternative,
5 2.
Extending the deadline for the Effective Date to occur, to a date deemed
6 appropriate by the Court; and,
7 3.
For such other and further relief as the Court deems just and proper.
8 Dated: April3, 2012
Respectfully Submitted,
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By: Is/ Nanette D. Sanders
Nanette D. Sanders
Plan Agent
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DECLARATION OF NANETTE D. SANDERS
I, Nanette D. Sanders, declare:
1. I am an attorney duly licensed to practice law in the State of California and before
this Court. I am a partner with the firm of Ringstad & Sanders LLP (the "Firm"), counsel for
Karen Sue Naylor, the duly appointed Plan Agent in the matter of In re Crystal Cathedral
Ministries, Inc. (the "Debtor"). I make this declaration on facts within my personal knowledge
and if called upon to do so, could and would competently testify hereto.
2. Pre-petition, in or about April, 2010, the Debtor commenced out of court
restructure efforts. with its general unsecured creditors in an effort to reach a consensual
arrangement for the repayment of the approximately $12,500,000 in non-insider unsecured debt
asserted against the Debtor. An informational meeting was held on April 9, 2010, at which time 9
creditors
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volunteered to sit on an informal creditors committee (the "Pre Petition Committee")
and work with the Debtor in an effort to formulate a repayment plan. The Pre Petition Committee
engaged the Firm, at the expense of the Debtor, to act as its legal advisor in connection with the
informal restructure efforts.
3. When the Debtor's efforts to negotiate a repayment plan with the Pre Petition
Committee failed, the Debtor filed a voluntary Chapter 11 petition on October 18,2010 (the
"Petition Date").
4. The Office of the United States Trustee appointed the Official Committee of
Creditors Holding Unsecured Claims (the "Committee") pursuant to Bankruptcy Code
1102(a)(1) on October 27, 2010. The Firm was engaged, pursuant to an order ofthe Court, as
counsel for the Committee.
5. As reflected on the case docket maintained by the Clerk of the Court, the Debtor
sought and obtained a general claims bar date of February 28, 2011. Numerous insiders
(hereafter, the "Insider Claimants") timely filed general unsecured claims that do not state
specific claim amounts. At the request of the Committee, a November 28, 2011 bar date specific
to insiders was established by the Court. Each of the Insider Claimants filed timely
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One creditor subsequently resigned and the Pre Petition Committee continued with 8 members.
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administrative or contract rejections claims that do not state specific claim amounts.
6. On August 9 and 11,2001, the Committee filed, respectively, its own Disclosure
Statement and proposed Plan of Reorganization for the Debtor (the "Plan"). The Plan provides
for a sale of the Debtor's Property to a buyer to be selected by the Committee (with or without
the Debtor's participation and approval). Under the Plan, such a sale of the Debtor's Property,
along with liquidation of other assets of the estate
7
, is intended to provide the means by which
the Debtor's general unsecured creditors can receive substantial distributions on account of their
claims.
7. During the course of the first day of confirmation hearings, which was conducted
on November 14, 2011, the Court estimated at the request of the Committee the pre-petition
intellectual property claims of the certain of the Insider Claimants at a value of$500,000 for
purposes of Plan feasibility, with such estimations non-binding for any other purpose.
8. The Committee's Plan was confirmed by the Court at a continued hearing
conducted on November 17, 2011, with the Confirmation Order entered on December 12, 2011.
The Confirmation Order approves the appointment of Karen Sue Naylor as the Plan Agent.
Pursuant to the terms of the Plan, the Firm has been engaged to represent the Plan Agent. A true
and correct copy of the confirmed Plan is attached hereto as Exhibit "1" and incorporated by this
reference.
9. The sale of the Debtor's real property pursuant to the Plan closed on February 3,
2012. From the sale proceeds, the secured claims of Farmers & Merchants Bank and the Orange
County Tax Collector have been paid in full, and the Plan Agent has made distributions to
certain administrative claimants, including CB Richard Ellis, Chapman University, Greenlaw
Partners, and case professionals.
10. I am informed and believe that the Plan Agent is presently holding in excess of
$18,000,000 for the benefit of the creditors of the Estate but cannot commence distributions to
general unsecured creditors until and unless the claims of the Insider Claimants are determined
or estimated for purposes of Plan consummation so that appropriate reserves may be established.
7
And, if necessary, on-going payments from the Reorganized Debtor's post-confirmation
operations, if any.
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11. Based upon my review of the Claims Register maintained by the Clerk of the
Court in this Chapter 11 proceeding, I am informed and believe that the following claims have
been asserted against the Estate:
(i) Dr. Robert H. Schuller ("R.H. Schuller") has filed two formal proofs of claim
against the Estate; (a) a claim in the amount of"Unknown- subject to
accounting" allegedly for "Copyright Infringement" (hereinafter referred to
as the "R.H. Schuller Copyright Claim") (Claim No. 245 on the Court's
Claims Register), a true and correct copy of which is attached as Exhibit "1"
to the Request for Judicial Notice (the "RJN") filed concurrently herewith;
and (b) a claim in the amount of "$55,226.27 +" allegedly for "Housing
allowance and breach of contract" (hereinafter referred to as the "R.H.
Schuller Contract Claim") (Claim No. 244 on the Court's Claims Register), a
true and correct copy of which is attached as Exhibit "2" to the RJN.
(ii) Arvella Schuller ("A. has filed a formal proof of claim against the
Estate in the amount of "Unknown- subject to accounting" allegedly for
"Copyright Infringement" (hereinafter referred to as the "A. Schuller Claim")
(Claim No. 242 on the Court's Claims Register), a true and correct copy of
which is attached as Exhibit "3" to the RJN.
(iii) Carol Schuller Milner ("C. Milner") has filed a formal proof of claim against
the Estate in the amountof$10,615.00 allegedly for "Copyright
Infringement" (Claim No. 243-1 on the Court's Claims Register), and an
amendment to that claim in the amount of"$10,615.00 +"allegedly for
"Housing Allowance and Copyright Infringement" (Claim No. 243-2 on the
Court's Claims Register) (hereinafter collectively referred to as the "C.
Milner Copyright Claims"), true and correct copies of which are attached as
Exhibits "4" and "5", respectively, to the RJN.
(iv) A. Schuller has filed an administrative claim in an "unknown" amount
allegedly for "copyright infringement" (Request for Payment of
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Administrative Expense of Arvella Schuller, Docket #334 and #335 on the
Claims Register)(hereinafter referred to as the "A. Schuller Administrative
Claim'), true and correct copies of which are attached as Exhibits "6" and
"7" to the RJN;
(v) C. Milner has filed an administrative claim in an "unknown" amount
Administrative Expense of Carol Milner (Copyright Infringement), Docket
#336 on the Claims Register)(hereinafter referred to as the "C. Milner
Copyright Administrative Claim"), a true and correct copy of which is
attached as Exhibit "8" to the RJN;
(vi) R.H. Schuller and RHI have filed an administrative claim in an "unknown"
amount allegedly for "copyright infringement" (Request for Payment of
Administrative Expense of Dr. Robert H. Schuller and Robert Harold, Inc.,
Docket #338 on the Claims Register)(hereinafter referred to as the "R.H.
Schuller/RHI Administrative Claim"), a true and correct copy of which is
attached as Exhibit "9" to the RJN; and,
(vii) T. Milner has filed an administrative claim in an "unknown" amount
Administrative Expense of Timothy Milner (Copyright Infringement),
Docket #340 on the Claims Register)(hereinafter referred to as the "T. Milner
Copyright Administrative Claim"), a true and correct copy ofwhichis
attached as Exhibit "10" to the RJN. The above-described R.H. Schuller Pre
Petition Copyright Claim, R.H. Schuller Pre Petition Contract Claim, A.
Schuller Pre Petition Claim, C. Milner Pre Petition Copyright Claims, A.
Schuller Administrative Claim, C. Milner Administrative Copyright Claim,
R.H. Schuller/RHI Administrative Claim and T. Milner Copyright Claim are
hereinafter collectively referred to as the "Claims."
(viii) RHI also filed post-confirmation a nonpriority unsecured claim in the amount
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of $5,059,909 for "contract rejection" (hereinafter referred to as the "RHI
Contract Rejection Claim") (Claim No. 332 on the Court's Claims Register),
a true and correct copy of which is attached as Exhibit to the RJN.
12. On September 30, 2011, the Committee filed objections to, among other claims,
each of the pre petition Claims asserted by the Insider Claimants, including those in "unknown"
amounts as described above (hereinafter collectively referred to as the "Pre Petition Claims
Objections").
13. As to the Claims filed prior to the November 28, 2011 bar date specifically relating
to Insider claims, on or about January 6, 2012, the Plan Agent filed objections to each of the
administrative and/or contract rejection claims asserted by the Insider Claimants (hereinafter
collectively referred to as the "Post Petition Claims Objections").
14. The Court has ordered that both the Pre Petition Claims Objections and the Post
Petition Claims Objections shall be treated as contested matters, and at hearings held on March
21, 2012, ordered that the objections be consolidated for the purposes of discovery and pretrial
conference, with the following dates established:
Deadline for exchange of witness lists and expert witness designations- May 11,2012
Discovery cut off date- June 15, 2012
Pretrial Conference- July 10, 2012
I declare under penalty of perjury that the foregoing is true and correct. Executed this 3'd
day of April, 2012, at Irvine, California.
Is/ Nanette D. Sanders
Nanette D. Sanders
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Main Document . Page 1 of 42
Todd c, Ringstad (State Bar No. 97345)
todd@ringstadlaw.com
Nanette D. Sanders (State Bar No. 120169)
nanette@ringstadlaw.com
RINGSTAD & SANDERS LLP .
2030 Main Street, 12th Floor
Irvine, CA 92614
Telephone; 949.851.7450
.Facsimile: 949.851.6926
Counsel for Committee of Creditors Holding
Unsecured Claims .
UNITED STATES BANKRUPTcY COURT
CENTRAL DISTRICT OF CALIFORNIA- SANTA ANA DIVISION ..
lure
CRYSTAL CATHEDRAL
MINISTRIES, a California
corporation,
Debtor and
Debtor-in-Possession.
CASENO. 8:10-24771 RK
Chapter 11 Proceeding
SECOND AMENDED CHAPTER 11 PLAN
FILED BY THE OFFICIAL. COMMITTEE
OF CREDITORS HOLDING UNSECURED
CLAIMS AS MODIFED AT
CONFIRMATION HEARING
Plait Confirmation Hearing:
Date: November14, 2011
Time: 9:00 a.!fil. .
. Place: 5D- 5 Floor
411 W. Fourth Street
Santa Ana, CA 92701
Exhibit \ .
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1
2 I.
3 II.
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TABLE OF CONTENTS
INTRODUCUON.
DEFINITIONS AND RULES OF INTERPRETATION
2.1 Definitions
2.2 Rules of Construction
2.3 Exhibits .
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6 III. CLASSIFICATION ANDTREATMENT OF CLAIMS AND INTERESTS 16
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A.
B.
c.
General Overview
Unclassified Claims
1. Administrative Claims
2. . Priority Tax Claims
Classified Claims and Interests
1. Class 1: Secured Claim of County of Orange County
2. Class 2: Secured Claim of County of Los Angeles
3. Class 3: Secured Claim of Farmers & Merchants Bank of
Long Beach
4. Class 4: Secured ClaimofGE Capital Public Finance, Inc
5. Class 5: Secured Claim of Canon Financial Services .
6. Class 6: Secured Claim of PNG Equipm,ent Finance, LLC
7. Class 7: Secured Claim of Credit Managers Association
("CMA'') in Trust for Creditors
8; Class 8: Secured Claim of Morgan Stanley Bank, N.A.
9. Class 9: Secured Claim of Toyota Motor Credit Corp.
10. Class 10: Chi.ims of Holders ofVested Interests in
Memorial Gardens
11. Class 11: Priority Unsecured ClailnS
12. Class 12: Class of General Unsecured Claims
13. Class 13: Claims of Insiders .
14. Class 14: EndoWment Fund
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19 IV. MEANSFORIMPLEMENTINGTHEPLAN 35
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v.
A. . Means of Performing the Plan 35
1. Funding for the Plan 3 5
2. The Plan Agent 41
3. Sale of Real Property Assets of the Estate 42
4. Sale of Personal Property 42
5. Cash. on Hand on the Confirn:iation Date 43
6. Use of Real Personal Property Prior to Sale 43
7. Post-Confirmation Disbursements . 44
8. Post-Coim.nnation Abandonment FolloWing Payment in Full
of All Plan Obligations 44
9. Compliance with ,California State Law Governing the TI!lllSfer
of Property by a Nonprofit Corporation 44
TREATMENT OF MISCELLANEOUS ITEMS
A. Avoidance Actions
. B. Disposition of Assets
C. . Compromise of Controversies
45
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D. Notices
E. Governing Law
F. Binding Effect
G. Successors and Assigns
H. No Wl\iver
I. Inconsistencies
J. Exemption from Certain Transfer TaXes and Recording Fees
K. Post-Confirmation Status Report
L. Post -Confirmation Conversion/Dismissal
M. Changes in Rates Subject to Regulatory Commission Approval .
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63 N. Final Decree
Exhibit "A" -Liquidation Analysis
Exhibit "B" -Feasibility Analysis/Key Assumptions
Exhibit "C"- Financial Projections
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I ..
INTRODUCTION
CryStal Cathedral Ministries a California nonprofit corporation (the "CCM'' or the
"Debtor"), is the Debtor and Debtor in Possession in this Chapter 11 bankrupt\)y case. On
' I
October 9, 2009; the Debtor commenced this bankruptcy proceeding by filing a voluntary petition
under Chapter 11 the United States Bankruptcy Code ("Bankruptcy Code"), 11 U.S. C. 101 et
seq. (the "Petition Date"). This document is the Chapter 11 Plan ("Plan") proposed by the
Official Committee of Creditors Holding Unsecured Claitlls (the "Committee" or the
"Proponent''). Sent to you m the same eilveiope as this document is the Disclosure Statement
which has been approved by the Court, and which is provided to help you undetstaod the Plan.
'
The Committee seeks to accomplish payments under the Plan from the proceeds generated
from a sale or possibly a sale/leaseback transaction with one of several potential buyers of the
Debtor's real property assets, other funds on hand on the Effective Date, the sale of certain
specified personal property assets of the Debtor, and the subsequent continued operation of the
. Debtor's ministry and related operations for the general benefit of the ministry's community.
The Effective Date of the proposed Plan is as defined at 2.1:39 hereiJl below, unless such
day falls on a weekend or legal holiday, in which c;ase the Effective Date shall be the first
business day following such weekend or legal holiday.
n.
DEFINITIONS AND RULES OF INTERPRETATION .
2.1 Defmitions. The following defined terms are used in this Plan. Any capitalized
term that is not defined herein, but that is defined in the Code or in the Bao:kruptcy
Rules. shall have the meaning ascribed to that term in the Bankruptcy Code or in the Bankiuptcy
Rules.
2.1.1. "Administrative Claim" means a Claim for costs and expenses of the
adroinistration of a Case under Section 503(b) or 507(a)(l) of the Bankruptcy Code, includirig,
without limitation, a Claim of a. Professional e:mployed at the expeil.se of an Estate and any fees or
charges asserted against an Estate under 28 U.S.C. 1930.
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2.1.2. "Acitninistrative Tax Claim" means a request by a Governmental Unit for payment
of Administrative Claims fur Taxes (and for interest or pertalties related to such Taxes) for any
tax year or period, all or any portion of which oc.curs within the period from and including the
Petition Date through and including the Effective Date.
2.1.3. "Allowable Interest Rate" means the interest rate that is fixed at one percentage
point (1 %)overthe prime rate of interest as published in the Wali Street Journal on the Effective
Date.
2.1.4. "Allowed Administrative Claim" means an Administrative Claim allowed
pursuant to Sections 503(b) or 507(a)(I) of the Bankruptcy Code or pursuant to 28 U.S.C. 1930.
2.1. 5. "Allowed Claim" means a Claimthat is either (i) listed in the ScheduleS filed with
the Bankruptcy Court by the Debtor and not listed as disputed, contingent, Unliquidated or .
unknown as to amoimt and as to which no timely objection has been filed; or (ii) with respect to
which a Proof of Claim has been filed within the time period fixed by the Bankruptcy Court, and
as to which nci objection was filed within time perlod fixed by the Bankruptcy Code, the
Bankruptcy Rules, the Plan or order of the Bankruptcy Court, or as to which any such objection
has been determined by a Final Order .. The amount of an Allowed Claim shall be as follows:
(a) if the Creditor did not file a Proof of Claim with the Bankruptcy Court on or before the
. . . .
applicable Bar Date, the amount of the Creditor's Chiim as listed in the Schedules as neither
disputed, contingent, unliquidated or unknown; or (b) if the Creditor filed a Proof ofClaim witl:i
the Bankruptcy Court on or before the applicable Bar Date, (I) the amount stated in such Proof of .
Claim if no objection to such Proof of Claim was filed within the time period frxed by the
Bankruptcy Code, the Bankruptcy Rules, the Plan or order of the Bankruptcy Court, or (2) the
amount thereof as fixed by a Final Order of the Bankruptcy Court if an objection to such Proof of .
Claim was filed within the time period frxed by the Bankruptcy Code, the Bankruptcy Rules, the
Plan or otder of the Bankruptcy Court. Any Claim that is not filed by the applicable Bar Date and
that is listed as disputed, unliquidated, contingent unknown, or that is not allowed the
terms of the Plan, shall be. zero, and no Distribution shall be made on account of such Claim.
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2.1.6. "Allowed Cure Claim" means an Allowed Claim.for the amount necessary to cure
any outstanding monetary default under an executory contract or unexpired lease of the Debtor,
pursuant to the terms of the Plan and a Fhw Order.
2.1. 7. "Allowed Deficiency Claim" means that portion of an Allowed Claim which is in
. excess of the value of any collateral which is security for the repayment of the Claim, calculated
. . .
in accordance with the provisions of Section 506 of the Bankruptcy Code. Uuless the Creditor
should make an election under Section llll(b) of the Bankruptcy Code, an Allowed Deficiency
Claim is treated hereunder as a Class 3 Allowe.d General Unsecured Claim.
2.1.8. "Allowed General Unsecured Claim" means an unsecured Allowed Claim against
the Debtor, however arising,not entitled to priority under Section 507(a) of the Bankruptcy Code
and which is not secured by a perfected security interest in any asset of the Estate, or to the extent
that the value of the holder's security interest in the Estate's interest in any property that stands a5
security for such claim is less 1:h3n the amount of such Allowed Claim, determined in accordance
with Section 506(a)(l) of the Bankruptcy Code, and inCludes a Rejection Claim.
2.1.9. "Allowed Priority Tax Claim" means an Allowed Claim provided for by
Section 507(a)(8) of the Bankruptcy Code.
2.1.1 0. "Allowed Priority Unsecured Claim" means an unsecured Allowed Claim entitled
to priority under Sections 507 of the Bankruptcy. Code.
2.1.11. "Allowed Section 503(b )(9) Administrative Claim" means an Allowed Claim
entitled to administrative priority pursuant to Section 503(b )(9) of the Bmikruptcy Code.
2.1. i2. "Allowed Secured Claim" means an Claim secured by a valid and
Lien against property in which an Estate has an interest, or which is subject to setoff
. under Section 553 of the Bankruptcy Code, to the extent of the value; determined in accordance
witli Section 506(a) of the Bankruptcy eo&, of the interest of the holder of such Allowed Claim
in the Estate's interest in such property; or to the extent of the amount any setoff; as the
case maybe.
2.1.13. "Avoidance Action" means any action or proce.eding filed pursuant to the
provisions of Sections 510, 542, 543, 544, 545, 547, 548, 549 or 550 of the Bankruptcy Code, or
-7-
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any similar action or proceeding filed to recover property for or on behalf of an Estate or to avoid
.a Lien or transfer ..
2 .. 1.14. ''Bankruptcy Code" means Title 11, United States Code, as amended. All citations
in the Plan to Section numbers are to the Bankruptcy Code, uniess otherwise expressly stated
herein.
2.1.15. "Bankruptcy Court" means the United States Bankruptcy Court for the Centrlil
. .
District of California. Santa Ana Division, which has jurisdiction over the Case and the Estate of
the Debtor, or such successor court or tribunal as may hereafter be confirmed or created by lawful
authority with power to confirm. reorganization plans under Chapter 11 of the Bankruptcy Code
and all applicable statutes, rules and regulations pertaining theretc.
2. 1.16. "Bankruptcy Rules" means, collectively, the Federal Rules of Bankruptcy
Procedure, as amended, and the Local Bankruptcy Rules for use in the United States Bankruptcy
Court for the Central District of California. as amended.
2.1.17. "Bar Date(s)" means the last date for creditors whose claims are not scheduled, or
are scheduled as disputed, contingent, or unliquidated in the Debtor's Schedules to file Proofs of
Claim, except for the following Claims: (i) Administrative Claims other than Section 503(b)(9)
Administrative Claims, and (ii) Rejection Claims. The Bar Date for General Unsecured Creditors
was February28, 2011. A Bar Date of September 12, 2011 has been established for parties who
believe they may have claims arising out of donatioris to the Debtor for a specified purpose. A
Bar Date of November 28, 2011 has been established as to the administrative priority and contract
rejection claims of certain specified parties, including certain Insiders.
2.1.18. means an annual operating bUdget of the Reorganized Debtor which
shall.be approved by the Independent Board at least 30 days prior to. the expiration of the then
current approved annual budget.
2.1.19. ''Business Day" means any day, other than a Saturday, a Sunday or a "legal
holiday," as defined in Rule 9006(a) of the Bankruptcy Rules.
2.1.20. ''Case" means the Chapter 11 case commenced by the Debtor on the Petition Date
and pending before the Bankruptcy Court, as Case No.8:10-bk-24771 RK:
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2.1.21. "Cash" means cash and cash equivalents including, but not limited to, checks or
similar forms.ofpayment or exchange.
2.1.22. "Claim" means (i) a right to payment from the Debtor, whether or not such right to
payment is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, seeured, or unsecured, or (ii) a right .to an equitable remedy
for breach of performance if such breach gives rise to a right to payment from the Debtor whether
or not such right to an remedy is reduced to judgment, liquidated, unliquidated, fixed,
. .
contingent, matured, unmatured, disputed, undisputed, secured, or
2.1.23. "Claims Objection Deadline" means, the latest of the foliowing: (i) the two
hundred and fortieth (240th) day after the Effective Date; (ii) with respeCt to a specific Claim, the
one hundredth (IOOth) day after a Proof of Claim with respect to such Claim is filed by a
Creditor, or (iii) such greater period of limitation as may be fixed or extended by the Bankruptcy
Court or by agreement between the Debtor or Reorganized Debtor and the Creditor.
2.1.24. "Class'' means the group of Claims classified in IV ofthe Plan pUrsuant to .
Sections 1122 and 1123 of the Bankruptcy Code.
2.1.25. "Committee" means the duly appointed and acting Official Committee of
Creditors Holding Unsecured Claims in the Case.
2.1:26: means that cerWn residential real property locatedat 31423.
Coast Highway, #33, Laguna Beach, California.
20 2.1.27. "Confirmation Date" means the date on which the Bankruptcy Court enters the
21 Confirmation Order .
. 22 2.1.28. "Confirmation Hearing" means the hearing(s) scheduled by the Bankruptcy Court
23 for the purpose of considering the confirmation ofthe Plan.
24 2.1.29. "Confirmation Order" means the order, as entered, of the Bankruptcy Court
. 25 confirming the Plan.
26 I ;30. "Creditor" means the holder of an Allowed Claim or Allowed Administrative
.27. Claim.
28
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1 2.1.31. "Crystal Cathedral Campus" means the improved commercial real properties
2 located at located at 12186 Salerno Street, 12051 Lewis Street, 12141 Lewis Street, 13280
3 Chapm.ail. Avenue and 13350 Chapman Avenue in the City of Garden Grove, California ..
4 2.1.32. "Cure Claim" means the amount necessary to cure the defaults under any of the
5 executory contracts and unexpired leases assumed under the Plan.
6 2.1.33. "Cure Claims Schedule" means the schedule of the Cure Claims, which shall be
. 7 filed with !he Bankruptcy Court prior to the Confmnation Hearing.
8 2.1.34. "Debtor" means Crystal Cailiedral Ministries. For the purpose of !his Plan,
9 references to the "Debtor" shall also include the Reorganized Debtor.
10 2.1.35. "Disclosure Statement" means the Coinmittee's Disclosure Statement, as the same
11 may be amended or modified from time to time.
e 12 2.1.3 6. "Disputed Claim'' means all or any part of a Claim as to which any one of the
] j;; 13 following applies; (i) no Proof of Claim has been flied with respect to such Claiin, and the Claim
(0.
. j 14 is listed fu the Schedules as unliquidated, disputed, contingent or unknown, or; (ii) the Claim is
] 15 the subject of a timely objection or request for estimation which is filed on or before the Claims
.
!F 16 Objection Deadline, which objection or request for estimation has not been withdrawn or
17 determined by a Final Order. In addition, prior to.the earlier of(a) the Claims Objection
1.8 Deadline, and (b) such date as the Bankruptcy Court allows the Claim pursuant to a Final Order,
19 any Claim that is evidenced by a Proof of Claim shall be deemed a Disputed Claiin for purposes
20 of calculating and making any Distributions the Plan if: (1) no Clairi:l corresponding to the
21 . Proof of Claim is listed in the Schedules, (2) the Claim corresponding to the Proof of Claim is
. . .
22 listed in the Schedules as disputed, contingent, unliquidated or unknown, (3) the aniount of the
23 . Claiin as specified in the Proof of Claim exceeds the amount of any corresponding Claim listed in
24 the Schedules as not disputed, not contingent, and liquidated, but only to such extent, or ( 4) the
25 priority or classification of the Claim as specified in the Proof of Claim differs from the priority
26 of any corresponding Claim listed in the Schedules.
27 2.1.37. "Disputed Claims Reserve" means a segregated trustaccount for the benefit of
28 . holders of Disputed Claims, including any disputed SecuredChiim ofF&M, established at a
- 10-
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Ca e 8:10-bk-24771-RK Doc812 Filed 11/23/11 Entered 11/23/1115:24:10. Desc
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financial institution that is an authorized depository wder United States Trustee Guidelines, into
which the Plan Agent will deposit the DistribUtions reqmred by Article X hereof.
2.1.38. "Distribution" means the Cash that is required to be distributed under the Plan to
the holders of Allowed Claims.
2.1.39. "Effective Date" means a date selected by the Plan Agent, which shall occur no
later than the one hundred and twentieth (120th) calendai- day after the Confirmation Date, unless
the B3nkruptcy Court authorizes an extension of the Effective Date beyond the !20th calendar day .
after the Confirttiation Date, upon a showing of good therefor by the Plan Agent.
2.1.40. "Estate" means the Debtor's bankruptcy estate created under Section 541 of the
Bankruptcy Code in the Case .
. 2.1.41. "Estate Claims" means any and all claims and canses of action that constitute
property of the Estate including, but not limited to, any Avoidance Actions and any.causes of .
action or claims for reeovery of any amounts owing to theDebtor or the Estate by third parties or
by Insiders.
2.1.42 .. "Excess Adjusted Working Capital"means unrestricted cash and cash equivalents
at each calendar quarter end, less liabilities due or payable one year from the calendar quartet
end, plus the current portion of long term debt.
2.1.43. "F&M" means Farmers & Merchants Bank of Long Beach.
2.1.44. "Final Order" means an oTder or judgment of the Bankruptcy Court, or of any .
court of competent jurisdiction where there is an action in which a Debtor, a Reorganized
Debtor, or the Committee is a Party, as to which the time to appeal, petition for certiorari, or
. .
move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or
other proceeding for reargument or rehearing shall then be pending or as to which any right to
appeal, petition for certiorari, move to reargue, or torehearshall have been waived in writing in
form and substance satisqwtory to the Committee, the Debtor or to the Reorganized Debtor.
2.1.45. "First Pavment Date" means the first Business Day of the first full month.
27 following the Effective Date.
28
11-
Exhibit 1
Page;;??
Ca e 8:10-bk-24771-RK Doc 812 Filed 11/23/11 Entered 11/23/n 15:24:10. Desc
1 . 2.1.46. "General Administrative Claims Bar Date" means the date by which all requests
2 for payment of Administrative Claims, with the exception of Admiiustrative Tax Claims and
3 Section 503(b )(9) Administrative Claims, shall be filed and served upon the Committee and the
4 Debtor.
5. 2.1.47. "General Unsecured Claim" means an unsecured Claim against the Debtor,
6 however arising, not entitled to priority under Section 507(a) of. the Balikruptcy Code, including,
7 without limitation, a Rejection Claim .. Pursuant to the terms of this Plan; General Unsecured
8 . Claims include Class 12 Claims, non-subordinated Class 13 Claims; and Class 14 Claims ..
9 2.1.48. "General Unsecured Creditor" means the holder of an Allowed General Unsecured
10 Claim.
11 2.1.49. "Governmental Unit" shall have the meaning provided in Section 101 (27) of the
12 . Bankruptcy Code.
13 2.1.50. "Initial Distribution Date" means the date on which the first Distribution is made
14 . to a Class.
. . .
15
2:151. "Insiders" includes but is not limited to the following itidividuals and entitles:
Robert H. Schuller; Arvella Schuller; Sheila Schuller Coleman; Jim Coleman; Jeanne Dunn; Paul
. .
17 Dunn; Carol Milner; Tim Milner; Gretchen Penner; James Penner; Paige Penner; Neva Penner-
ts Klaassen; Nick Klaassen; Diane Penner-Kirchner; Ashley Dennison-Kirchner; Courtney
19 Dennison-Kirchner; Robert A. Schuller; and Donna Schuller, the Robert Harold Pension Trust,
20 and othe.r parties to be identified by the Committee prior to the Confirmation Hearing.
21 2.1.52. "Intellectual Propertv" means all patents, trademarks and copyrights ofCCM,
22 including related musical, literary and artistic works.
23. 2.1.53. "Lien" means any lien, encumbrance, pledge or other charge against property.
24 2.1.54. "Memorial Gardens" mearis that portion of the Ciystal Cathedral Campus upon
25 which burial plots and/or "niches" are located and maintained for the benefit of vested interest
26 holders.
27 2].55. "Net Proceeds" means the proceeds generated from the pursl.lit of Estate Claims,
28 net of all attorneys' fees and other. costs necessary to recover such proceeds ..
"12"
.Exhibit \. _
. Page ...z::i .
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1 . 2.1.56. "Net Sales Proceeds." The Cash generated from the sale(s) or liquidation of the
. Debtor's assets. valued in excess of$1,000.00, less payment of selling expenses, closing costs,
taxes, association dues, and any associated expenses incurred in furtherance of such sales. or
liquidation of such assets.
2.1.57. "Net Sales Proceeds Account." The Plan Agent shall establish a separate account
at an FDIC insured bank into which all Net Sale Proceeds ultimately shall be deposited from the
sale of any of its I!SSets valued in excess of $1,000 .00. The Plan Agent, in his/her discretion, may
create a general operating account, separate and apart from the Net Sales Proceeds for
the purpose of satisfying fees, expenses and costs incurred in the ordinary .course of the
implementation of the Plan.
2.1.58. "Personal Property Assets" means all non-real property assets of the Debtor or the
Debtor's Estate, including a coin collection,.and artWork.
2; L59. "Petition Date" means the date on the Debtor filed its petition forreliefunder
Chapter 11 of the BankruptcyCode (October IS, 2010).
2.1. 60. "Plan" means .the Conimittee' s Chapter 11 Plan of Reorganization, together with
.the exhibits thereto, as.the same may be amended or modified from time to time.
2.1.61. "Plan Agent" means a party to be designated by the Committee to administer the
Debtor's assets, including liquidation and distribution of all net proceeds to the holders
of Allowed Claims, and inay include a Trustee of the Estate, if one is appointed prior to the
20 Corifinmition Date.
21 2.1:62. "Post-Confirmation Expenses" means the fees and expenses incurred by the Plan
22. Agent, the Committee, or the Debtor and their respective professionals following the
23 Corifirmation Date (including the fees and costs of Professionals) for the purpose of
24 (i) prosecuting and liquidating the Avoidance Actions; (ii) objecting to and resolving Disputed
25 . Claims and Disputed Liens; (iii) selling or otherwise liquidating the assets; (1v) effectuating
26 Distributions under the Plan; and (v) otherwise consummating the Plan and. closing the Debtor's
27 Chapter ll Case.
28
- 13-
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21
22
23
24
25
26
27
28
2.1.63. "Priority Tax Claim" ineans any Claim provided for by Section 507(a)(8) of the
Bankruptcy Code,
2.1.64. "Priority Tax Holder" means a holder of an Allowed Priority Tai Claim.
2.1.65. "Priority Unsecured Claim" means any Claim, other than an Administrative Claim
or a Tax Claim, to the extent entitled to priority. under Section 507 of the Bankruptcy Code.
2.1.66. "Professions!" means a person or entity employed by the Committee, the Debtor
or by the Plan Agent pursuant to a Final Order in accordance with Sections 327 or 1103 of the
Bankruptcy Code.
2.1.67. ;,Proof of Claim" means a written statement filed in a Case by a Creditor in which
the Creditor sets forth the amount of its Claim, in accordance with Rule 3001 of the Bankruptcy
Rules.
2.1.68. "Pro Rata" means proportionately, so that with respect to any Distribution in
respect of any Allowed Claim, the ratio' of (i) (a) the amount of property distributed or reserved
on account of such Allowed Claim to (b) the amount ofsuch Allowed Claim, is the same as the
ratio of (ii) (a) the amount of property distributed or reserved on account of s1l Allowed Claims of
the Class sharing in such Distribution to (b) the amoimt of s1l Allowed Claims in such Class.
2.1.69. "Resl Property Assets" means the Crystal Cathedral Campus and the
Condominium
2.1.70. "Rejection Claim" means any Claim based upon, or arising from, the rejection of
an executOry contract or unexpired lease purSuant to an order of the Bankruptcy Court or pursuant
to the Plan.
2.1. 71. "Reorganized Debtor" means the Debtor, as reorganized under the terms of the
Plan on 3nd after the Effective.Date.
2.1. 72. "Schedules" means the Schedules of Assets and Liabilities and Statement of
FinancislAffairs filed by the Debtor in the.Case, as required by Section 521(1) of the Bankruptcy
Code, Rules 1007(a)(3) and (b)(1}oftheBankruptcy Rules, and Officisl Bankruptcy Form No.6,
as the Schedules may amended from time to time.
-14- .
Exhibit,.......--\ .--
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. Ca e 8:10"bk-24771-RK Doc 812 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
2.1.73. "Section 503(b)(9) Administrative Claim" means any Claim, to the extent
allowable pursuant to Section 503(b)(9) of the BarikrUptcy Code and the Plan.
2.1.74. "Secured Clai.m" means any Claim, including intereSt, reasonable attorneys' fees,
costs, and charges, to the extent allowable. to Section 506(b) of the Bankruptcy Code and
. . . .
. tlie Plan, that is secured by a Lien on property in which a Debtor has an interest or that is subject
to recoupment or setoff under .Section of the Bankruptcy Code, to the extent of the value of
the interest of the holder of such Secured Claim in the Debtor's interest in the property,
determined pursuant to Section 506( a) of the Bankruptcy Code.
2.1.75. ''Secured Creditors"means, collectively all Creditors holding Secured Claims,
which are described in Classes 1 through 9.
2.1.76. "Ta:X" means charge, fee, levy, or other assessment by any federal, state,
local or foreign taxing authority, hicluding, without limitation, inoome, excise, sales,
transfer, employment, payroll, franchise, profits, license, use, ad valorem, estimated, severance,
stamp, occupation and withholdi;ng tax .. "Tax" shall inclu<!e any interest or additions attributable
to, or imposed on or witli respect to, such assessments.
2.1. 77. "Tax .Claims" means any Claim, pre-petition or post-petition, relating to a Tax.
2.1.78. "Trustee" means a Chapter .11 Trustee that may be appointed by the Bankruptcy
Court upon request by the Committee and for shown .
. 2.1. 79. "Unclaimed Property" means any Distribution of Cash or other property to a .
Creditor that is returned to the Plan Agent as undeliverable ..
2.1.80. "Unclaimed Property Reserve" means an interest-bearing segregated account in
which Unclaimed Property shall be set aside and held.
2.1.81. "United States Trustee" means the Office of the United States Trustee ..
2.2 Rules of Construction. For the purposes ofthis Plan, unless otherwise provided
in this Plan, (i) whenever froni .the context it is appropriate, each term, whether stated in the
.. singrilar or the plural, shall include both the singular and the piural; (ii) each pronoun stated in the
masculine, feminine or neuter shall include the masculine, feminine imd neuter; (iii} any rciference .
in this Plan to an existing docunient, Exhibit or schedule filed or to be filed means such document
-15-
Exhibit . \ .
. Page 2a:
Ca e 8:10-bk-24771-RK Doc 812 Filed 11/23/11 Entered 11/23/11.15:24:10 Desc
l . or schedule as it may have been or may be amended, modified or supplemented pursuant to this
2 Plan; (iv) any reference to an entity as a holder of a Claim includes that entity's successors and
3 assigns; (v) except as otherwise stated herein,_ all references in this Plan to Sections, Articles and
4 . Exhibits are references to Sections, Articles and Exhibits of or to this Plan; (vi) the words
5 "herein", "hereunder" and "hereto" refer to this Plan in its entirety rather than to a particular .
6 portion of this Plan; (vii) unless otherwise provided in this Plan, any reference in this Plan to a
7 contract, instrument, release, indenture, agreement, or other document being in a particular fonn .
. 8 or on particular tenns and conditions means that such document shall be substantially and
9 materially in such fofm. or substantially and materially on such terms and conditions; (viii) the
10 rules of construction set forth in Section 102 of the Bankruptcy Code shall apply to tlW extent
11 .such rules are not inconsistent with the express tenns of this Plan or any other provision in this
12 Section 2:2.
13 2.3 Exhibits. All schedules to this Plan are incorporated into and. are a part of this
14 Plan as if set forth in full herein.
15
16
III.
CLASSlFICATION AND TREATMENT OF CLAIMS AND INTERESTS
17 A. . . General Overview .
18"
19
20
21
22
23
24
As required by the Bankruptcy Code, the Plan places (:!aims into various Cla5ses .
.. . . . . . . . . . . ' . .. . . . . . . ...
according to their right to priority..However, in accordai!ce with the provisions of
. . . . . .. . ...
Section 1123(a)(1) of the Bankruptcy Code, AdministrativeClaims, Section 503(b)(9)
Administrative Claims, and Priority Tax Claims are deemed "unclassified." These Claims are not
considered :impaired, and they do notvote onthe Plan, because they are automatically entitled to
specific treatment provided for them in the Bankruptcy Code. As such, the COmmittee hits not
placed these Claims in a Class. The treatment of these unclassified Claims is as provided below.
25 B. Unclassified Claims.
. 26 1. Administrative Claims. Administrative Claims are Claims for the expenses of
27 administering a debtor's Case that are allowed under Bankruptcy Code Section 507(a)(2), as well
28 . as Claims for goods received by the debtor in the ordinary course of business Within 20 days of
- 16-
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Main Document . Page 17 of 42
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the order for relief The Bankruptcy Code requires that all administrative claims be paid on tlie
effective date of a Chapter ll plan, unless a particular creditor agrees to a different treatment of
its claim. The treatment of Administrative Claims and Section 503(b )(9) Claims
in the Plan is as described below.
(a) Pavment Generally. Except to the extent that the h
0
lder of an Allowed
Administrative Claim agrees to a different treatment of its Administrative. Claim, each Allowed
Administrative. Claim shall be Paid in Full, in Cash, on the latest of (i) the Effective Date, (ii} the
tenth (lOth) Business Day after the date upon which such Administrative Claim becomes an
Allowed Administrative Claim, or (iii) the date upon which such Allowed Administrative Claim
becomes due according to its terms .
. . . . . . .
(b) Subordination of Insiders' Claims. In the event that any Insider Administrative
Creditor votes to accept this Plan, then the paymentofthe Administrative Claims of each such
Inilider who votes tci accept this Plan will be subordinated until an Allowed General Unsecured
Claims are Paid in Full. In the event that any Insider Administrative Creditor votes to reject this
the Committee Will proceed to file a formal objection to the Administrative Claim o:fsuch
rejecting Insider Administrative Creditor and cominence any necessary adversary proceeding to .
. .
determinewhether such Ciaim shilll be equitably subordinated to all Allowed General Unsecured
Claims, on the basis, among others; that such Insider did not provide any value to the Estate
which would otherwise give rise to a valid Claim: If the Court in such proeeeding does not order
equitable subordination as t0 an Insider, then the Claims of that Insider will. be trea:ted as
Administrative Claims following resolution of any formal objection(s) filed as to each such Claim
22 by the Committee, the Plan Agent or the .Debtor.
23
(c) Administrative Claims Bar Date. Any holder of an Administrative Claim that does
24 not file and properly serve such a request for payment by the General Administrative Claims Bar
25 Date and the Bar Date for Section 503(b )(9) Claims, as the case may be, shall be forever barred
26 froniassertiog such Administrative Claim against the Debtor, the Reorganized Debtor, its Estate,
27 or any of its property, or the. Committee. Notwithsta_nding anything to the contrary contained in
28 the foregoing, (i) any Governmental Unit may assert an Administrative Tax Claim or other post-
. . . .
. - 17-
Exhibit \ .
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1 . petition Tax Claim pursuant to the statutory requirements applicable thereto without regard to the
2 General Administrative Claims Bar Date; and (ii) holders of accrued post-petition ad valorem Tax
3 Claims.against property owned.by the Reorganized Debtor shall retain any Liens that they may
4 have pursuant to applicable law on account of such Tax Claims, and holders of such Tax Claims
5 shall be paid the amount of their Tax Claims in the ordinary course of the Reorganized Debtor's
6 ministry without the requirement that a Proof of Claim or request for payment of such Tax Claim
7 . be filed with the Bankruptcy Court.
(d) Projected Administrative Claims. The following chart is an estimate of all of the
Debtor's projected and unpaid Administrative Claims.
1
The Committee acknowledges that
Chapman University, a non-profit <;orporation, and the Roman Catholic Bishop of Orange, a
California corporation sole, must have "due diligence" undertaken in connection With the
. purchase transactions contemplated by the Plan and described in Article IV below. :in the event
that either Chapman T)niversity or the Roman Cathoiic Bishop of Orange incur actual out-of-
pocket due diligence expenses, and are not the successful purchaser of the Crystal Cathedral
Campus for any reason (other than as a result of a unilateral decision not to proceed with a
. contemplated trahsaction), the Committee will not oppose an Administrative Claim request by
either for the allowance by the Bankruptcy Court of a "substantial contribution" administrative
claim in this case, such that its reasonable out-of-pocket expenses, in an amount not to exceed
$100,000 per claimant, will be reimbursed by the Estate.
The following chart listS the know Administrative Claims and their treatrnerii: under the
Plan:
Name Amount Owed
Clerk's Office Fees $0.00 (est.)
Office of the U.S. Trustee Fees $0.00 (est)
Orange Coun.ty Treasurer Tax and Collector $59,002.00 (est.)
Winthrop Couchot P .C.
$0.00 (est.)
(Debtor's Generallrisolvency Counsel)
Palmieri, Tyler, Wiener & Waldron,LLP
_{Debtor's Special Corporate Counsel)
. $40,000.00 (est.)
1
Based on its preliminary review of the Schedules and Claims Register, the Corn:inittee does not
believe that there are any Section 503(b)(9) Claims.
Exhibit \ ~
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Ca e8:10-bk-24771-RK Doc812 Filed 11/23/11 . Entered 11/23/1115:24:10 Desc
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Name Amount Owed
Lutzker & Lutzker, LLP $10,000.00 (est.)
(Debtor's Special IP Counsel)
SingerLewak, LLP $0.00 (est.)
(Debtor's Accountant)
FTI Consulting, Inc. .
(Debtor's Financial Advisor)
$600;ooo.oo (est.)
Ringstad & Sanders, LLP $0.00 (est.)
(Committee's Counsel)
BSW & Associates $0 .. 00 (est.)
(Cormnittee's Financial Consultant)
. Cure Claims $91,673.00
Chapman University!The Roman Catholic Unknown; but not to
Bishop of Orange (potential due diligence exceed $200,000 per
costs of unsuccessful buver) . . buyer
CBRE Unknowii
2
.
Greenlaw Partners Unknown
TOTAL
. 3
$1,000,675.00 (est.)
The Court must approve all professional fees .listed in this chart. For all fees except
Clerk's Office fees and U.S. Trustee fees, the professional in question must file and serve a
properly noticed fee application and the Court inust rule on the application. Only the amount of
fees allowed by the Court will be required t6 be paid under this Plan.
2. Priority Tax Claims. Priority tax claims are certain unsecured income,
employment and other taxes described by Code Section 507(a)(8). The Code requires.that each
holder of such a 507(a)(8)priority tax claim receiv11 the. present value of such claim in deferred
cash payments, over a period not exceedingfive years from the date of the commencement of the
Debtor's bankruptcy case, and in a manner not less favorable than the most favored non-priority
unsecured claim provided for by this Plan.

2
The Committee is informed and believes that CBRE intends to assert an administrative clahn
under Section 503(b)(3) for brokerage services allegedly rendered the estate as the listing agent
for the Family Life Building portion of the Crystal Cathedral Campus, which claim may include a
claim for commission relating to the sale. of the entire Crystal Cathedral Campus.
3
The majority of the professionals have obtaioed payment cif a substantial amount of their post-
petition fees and costs on a monthly basis during the Case. The Committee's estimate of fees .
owed to the Professionals as of the Effective Date assumes that the Debtor will continue to make
monthly payments to Professionals through the Effective Date, artd accounts for any pre-petition
retainers paid by .the Debtor. . .
~ 19-
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The Debtor scheduled or creditors have asserted the following Priority Tax Claims:
. .
.
Agency Amount' Type
.
Cal. Employment Development Dept. $6,743.95 Payroll Taxes
Orange County Tax Collector $57,845;38 Property Taxes
Cal. State Board of Equalization $1,198.00 Sales Taxes
Under the teims of this Plan, all Priority TaX. Claims, to the extent that such claims are
determined to be allowable under Section 507(a)(8), will be paid in full, together With such
interest as is permitted by law, on the First Distribution D a t e ~ as defriled herein. To the extent that
the proceeds available on the First Distribution Date are insufficient to pay in full all Priority Tax
Claims,. distribution of available timds will be made pro rata to the holders of the Priority Tax
Claims, and any remaining balance due to the holders of Priority Tax Claims will be paid in full.
on the Second Distribution Date. In the eventthat an objection to the claim of the holder of a
Priority Tax Claim is pending on the date that distribution to such holder is due, then the Plan
Agent shall reserve the_ amount to which such holder would be entitled if i:he claim asserted by
such holder were allowed in full; and shall pay such holder the amount to which such holder is
entitled upon entry of a FinalOrder allowing such holder's claim.
C. Classified Claims and Interests.
General OverView. As required by the Bankruptcy Code, the Plan places Claims into
various Classes according to their nght to priority and other relative rights. The table below lists
each Class of Secured Claims established under the Plan and states whether each Class is
impaired or is unimpaired by the Plan. A Class is "unimpaired" if the Plan leaves unaltered the
. .
legal, equitable and contractual rights to which the holders of Claims in the Class are-entitled,
with certain exceptions specified in the Bankruptcy Code. The Plan sets forth the treatment that
each Class will receive under the Plan.
Cllisses of Secured Claims.
Secured Claims arc; Claims secured by liens on property of the Estate. The following is a
description of all Classes of the Debtor's Secured "Claims and their tre!,ltment uilder this Plan:
-20-
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Main Documenl Page21 of42
Class Creditor Impaired or Unimpaired
Class l Allowed Secured Claim of Orange County Unimpaired
Treasurer and Tax Collector.
Class 2 Allowed Secured Claim of Los Angeles County Unimpaired
Treasurer and Tax Collector
Class 3 Allowed Secured Claim ofF&M Unimpaired
Class 4 Allowed. Secured Claim of GE Capital Public
Finance
Impaired
Class 5 Allowed Secured Claim of Canon Financial Impaired
Services,_ Inc.
Class 6 Allowed Secured Claim ofPNC Equipment Impaired
Finance, LLC
Class 7 Allowed Secured Claim of Credit Management Impaired
Association in Trust for Creditors
Class 8 Allowed Secured Claim of Morgan Stanley Bank, Unimpaired
N:A.
Class 9. Allowed Secured Claim of Toyota Motor Credit Impaired
Corp.
1. Class 1: Secured Claim of.Countt of Orange Countt.
Class l includes all Allowed Secured Claims of the County of Orange for secured real .
property taxes. The SchedUles filed by the Debtor identify six separate taX liens recorded by the
County of Orange totaling $20,851. The Orange County Treasurer Tax Collector filed a Proof of
. .
Claim asserting outstanding secured real property taXes in the amount of $244,827.27.
Upon the sale of any real property owned by the Debtor, the full amount of real property
taxes due to the Count)' of Orange relating to the real property that is the subject of the sale shall
be paid in full upon the close of escrow for the sale. If a:ny real property upon which the County
. .
of Orange haS a lien for real property taxes is not sold by the Plan Agent and is abandoned to the
Debtor pursuant to the terms of the Plan, then the lien of the County of Orange upon such parcel
shall be deemed urunodified and the County of Orange may pursue all legal remedies that it niay .
have for the nonpayment of such real property taxes.
Until paid, the County shall retain all.of its liens securing its Claims, urunodified, to the .
. extent of the allowed amount of the County's Class l Claim as determined by the Bankruptcy
. Court.
-21-
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Ca e 8 10-bk-24771-RK Doc 812 Filed 11/23/11 . Entered 11/23/11 15:24:10 Desc
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CLASS# DESCRIPTION INSIDER IMPAIRED TREATMENT
1
(YIN) (YIN) .
Secured claim of: No
No
County of Orange
Collateral
description:
(a) the Crystal
Cathedral Campus;
(b) the Condominium.
Priority of security
interest:
First
Total claim amount
(est):
$244,827.27.
.
. [See detailed description of
. the treatment of the claims,
above.}
Treatment of claim:
Paid in full with interest as
authorized by applicable Jaw
as described herein.
Treatment of lien(s):
Retained until Claim is paid
2. Class 2: Secured Claim of Countv of Los Angeles.
Class 2 is the Allowed Secured Claim of the County of Los Angeles for secured personal
property or other taxes. The Los Angeles County Treasurer and Tax Collector filed a Proof of
Claim aSserting a secured personal (marine) property tax Claim in the amount of$731.10. The
..
Committee. is iriformed and believes that.the personal property which gives rise to this alleged
Claim is not property of the Estate. and intends tO object to the Claim. In the interim, however,
the Claw is provided for as described herein.
Upon the sale of the personal property owned by the Debtor, if any, subject to the lien of
the County of Los Angeles, the full iiiilount of taxes due to the Colinty of Los Angeles shall be
paid in full upon the close of escrow for the sale. If 1he personal property owned by the Debtor
upon which the County of Los Angeles has a lien for personal property taxes is not sold by the .
Plan Agent and is abandoned to the Debtor pursUant to the terms of the Plan, then the .lien of the
County of Los Angeles upon such property shall be deemed unmodified and the County of Los
Angeles may pursue all legal remedies that it may have for the nonpayment of such personal
property taxes ..
Until paid, the County shall retain all of its liens securing its Claim, unmodified, to the
extent ofthe allowed amount of the County's Claim.as determined by the BankrUptcy Court.
-22-
. Exhibit _ \. . .. I
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3. Class 3: Secured Claim of Farmers & Merchants Bank of Long Beach.
Class 3 consists of the Allowed Secured Claim of Fanners &Merchants Bank of Long
Beach ("F &M"), which holds a Secured Claim for obligations secured by first and second priority
deedS of trust encumbering the Crystal Cathedral Campus. The Debtor scheduled the Claim of
F&M in the amount of$33,253,920.
Upon tlie sale of the Crystal Cathedral Campus, the entire Allowed Secured Claim of
F&M shall be paid in full through the escrow for the sale; If the Crystal Cathedral Campus is not
sold by the Plan Agent and is abandoned to the Debtor pursuant to the terms of this Plan, then the
liens ofF&M upon such real property shall be deemed unmodified and F&M may pursue all legal
remedies that it may have for the nonpayment of such Allowed Claim. If the sale proceeds are .
insufficient to pay the Allowed Secured Claim ofF&M in full, then the sale may not close
without the consent ofF&M .
Ill
If/.
Ill
Ill
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3
'TION
. .
Secured claim of:
&Merchants
lil;;;k'ofLong Beach
Collateral
description:
The Crystal Cathedral
Campus
Collateral value:
$55,732,770 per
estimate in Debtor's
Schedule A
.
and second
priority trust deeds
encumbering the
Crystal Cathedral
Campus.
Total claim amount:
$33,253,920 according
to Debtor's Schedule
D .
F&M flled two proofs .
. of claim describing a
claim in the amount of
$32,396,643.91 secured
by a first priority trust
deed on the Crystal
Cathedral Campus and
a claim in the amount
of$3,163,750.01.
secured by a second
priority trust deed on
the Crystal Cathedral
INSIDER ITRE,
.
No No.
I
Date of Payment: Close of
escrov.; sale of the Crystal
Campus, on or .
before the Effective Date.
Interest Rate: Contractual
Non-Default Note Rate
I of Liens: The
Class 3 Claimant will retain
its liens with their existing
level of priority until the
Clainl is paid in full.
.
4. Class 4: Secured Claim of GE Capital Public Finance. Inc.
Class 4 consists of the Allowed Secured Claim of GE Capital Finance, inc. ("GE")
pursuant to a certain written promissory nqte and related docurilents (the "Master Security
Agreement") secured by a security interest in certain personal property consisting of alarm .
systems ai:J.d related equipment. GE filed a Proof of Claim asserting a secured claim hi :fue
amount of$82,544. 74.
-24-
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Ca e 8 10-bk-24771-RK Doc 812 Filed 11/23/11 Entered 11/23/11 15:24:10 Desc
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. At the option of the ultimate buyer of the Crystal Cathedral Campus and/or the Plan
Agent, the Master Security Agreement and related documents :will be assumed and the pre-
petition defaults in the amount of $6,878.69 cured. After the Effective bate, the
Plan Agent or its assignee will continue to pay the payments pursuant to the terms of the Master
Security Agreement through the term of same. In the alternative, the collateral securing the Class
4.Ailowed Secured Claim .will be surrendered to GE on the Effective Date in full satisfaction of
such Claim. Any Class 4 Allowed Deficiency Claim shall be treated as a Class 12 Allowed
General Unsecured Claim.
(YIN) (YIN)
4 Secured claim of: No
GE Capital Pubiic
Yes
bate ofPayment(s): Cure
payment in the approximate .
amount of$6;878.69 within 10
.
Finance, Inc: .("GE'')
Collateral
description:
Per Ma5ter Security
Agreement
Collateral value:
Unknown.
interest:
First. .
Total claim amount:
$ Unknowri.
. -25-
. business days ofEffective
Date. After the Effective Date,
the Plan Agent or its assignee
will continue to pay the
payments under the terms of
the Master Security through
the term of same.
In the alternative, the collateral
securing. the Class 4 Allowed
Secured Claim will be
surrendered to GE on the
Effective Date. Any Class 4
Allowed Deficiency Claim
shall be treated as a Class 12
Allowed General Unsecured
Claim.
Interest Rate: Contractual
. Non-Default Rate per Master
Security Agreement
Retention of Lien: The Class
4 Claimant will retain its lien
with its existing level of
priority until its Allowed
Secured Claim is paid in full.
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5. Class 5: Secured Claim of Canon Financial Services.
. .
Class 5 consists of the Allowed Secured Claim of Canon Financial Services ("Canon")
pursuant to a written lease of Canon Equipment and a UCC-1.financing statement filed on .
. September 24; 2008. The l)ebtor listed the claim of Canon on ScheduleD in the amount of
$201,305.87, and has advised the Committee that it believes the value o(property securing the
claim of Canon is $20,859.00.
The Allowed Secured Claim of Canon is inipaired under this Plan.
At the option of the Plan Agent, and the Debtor in the event the Debtor selections Option
A under this Plan, the Class 5 Claim shall be treated as follows:
(a) Option 1:. Cimon will receive on account of such Allowed Secured
Claim deferred cash payments totaling the allowed amount of such Allowed Secured
Claim, equal to the value, as of the Effective Date, of Canon's interest in Canon's
collateral. In particular, Canon shall be paid in equal monthly instalhnents, with interest,
which shall acctue at the Allowable Interest Rate, commencing on the First Payment Date,
fully amortiZed over a period of24 months based on the Allowed SecJl[ed Claim. The
Allowed Secured Claim may be prellaid at any time without penalty or other charge.
Notwithstanding the foregoing; in the event any collateralized equipment. is sold by the
Plan .or the Debtor or the Trustee, the proceeds generated from the disposition of
such sale, net of all expenses, shall be paid to. Canon, up to the amount of the Allowed .
. Secured Claim, reflecting all payments made to Canon under the terms of this Plan ..
The allowed Secured Claim shall continue to be secur.ed by Canon's existing Lien
on the applicabie collateral. Upon full satisfaction of the Allowed Secured Claim,
Canon's Lien on its col!aterai shall be released and the Debtor or the Plan Agent shall
. . .
retain title to such collateral free and clear ofsuch Lien. Any Class 5 Allowed Deficiency
. Claim shall be treated as a Class 12 Allowed General Unsecured Claim.
. (b) Option Two: The Debtor or the Plan Agent shall return Canon its
collateral on the Effective Date in full satisfaction of the Class 5 Allowed Secured Claim .
Any Allowed Deficiency Claim shall be treated as a Class 12 Allowed General Unsecured
.. -26-.
. Exhi.bitJ
Page.;_ 3.
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. Main Document Page 27 of 42
Claim.
(c) Option Three: Notwithstanding any contractual provision or applicable .
,.
!.
law that entitles Canon to demand or to receive accelerated payment of its Claim after the i
occurrence of a default: (i) any such default Shall be cured, other than a default of a kind
specified in Section 365(b)(2) of the Bankruptcy Code; (ii) the maturity of such Claim
shall be reinstated. as 5uch maturity existed before such default; (iii) Canon shall be
compensated for any damages incurred as a result of any reasonable by Canon on
such contractual provision or such applicable law; and (iv) the equitable or
contractual rights of Canon shall otherwise be unaltered.
Except as otherwise provided above, the foregoing treatment shall be in full satisfaction of
the Class 5 Allowed Seeured Claim.
If either Option I or 3 is elected by the Plan Agent, and the Debtor elects Option A under
this Plan, then the Debtor shall maintain insurance coverage for the property securing the Class 5
Allowed Secured Claim:
6. Class 6: Secured Claim ofPNC EqUipment Fil:i.ance, LLC.
Class 6consists of the Allowed Secured Claim ofPNC EqwpmentFinance, LLC ("PNC")
pursuant to certain written promissory notes secured by security interests in certain personal
property. PNC filed a Proof of Claim asserting a Secured Claim in the amount of$100,000.00
and a General Unsecured Claim in the amount of$1,993,483.97. The Debtor bas. advised the
Committee that it believes the value of property securing the claim ofPNC is $100,000.00 .
. The Allowed Secured Claim ofPNC is unpaired under this Plan.
At the option of the Plan Agent, and the Debtor in. the event the Debtor selections Option
A under this Plan, the Class 6 Claim shall be treated as follows: .
(a) Option 1: PNC will receive on account of such Allowed Secured
Claim deferred cash payments totaling the allowed amount of such Allowed Secured
Claim, eqi.ial to the value; as ofthe Effective Date, ofPNC's interest ill PNC's oollateral.
In particular, PNC shall be paid in equal monthly Installments, with interest, which shall
accrue at the Allowable Interest Rate, commencing on the.Firs.t Payment ])ate, fully
-27- .
Exhibit \
.Page qq;
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Main. Document Page 28 of 42
1 amortized over a period of24 months based on the Allowed Secured Claim. 'fhe Allowed
2 Secured Claim may be prepaid at any time without penalty or other charge.
3 Notwithstanding the foregoing, in the event any collateralized equipment is sold by the
4 Plan Agent or the Debtor ot the Trustee,. the proceeds generated from the disposition of
5 such sale, netofall expenses, shall be paid to.PNC; up to the .amount of the Allowed
6 Secured Claim, reflecting all payments made to PNC under the ternis of this Plan.
7 The allowed Secured Claim shall continue to be secured by PNC's existing Lien
8 on the applicable collateral. Upon full satisfaction of the Allowed Secured Claim, PNC's
9 Lien on .its coilateral shall be released and the Debtor or the Plan Agent shall retain title to
10 such collateral free and clear of such Lien. Any Class 6 Allowed Deficiency Claim shall .
11 be treated as an Allowed General Unsecured Claim.
12.
13
14
15
16
(b) Option Two: . The Debtor or the Plan Agent shall return PNC its collateral
on the Effective Date in full satisfaction of the Class 6 Allowed Secured Claim. Any
Allowed Deficiency Claim shall be treated as a Class 12 Allowed General Unsecured
Claim.
(c) Option Three: Notwithstanding any contractual provision or applicable
17 law that entitles PNC to demand or to receive accelerated payment of its Claim after the
18 occurrence of a default: (i) any such default shall be cured, other than a default of a kind
19 specified in Section 365(b)(2) of the BankrUptcy Code; (ii) the maturity of such Claim
20 shall be reinstated as such maturity existed b ~ f o r e such default; (iii) PNC shall be
21 compensated for any damages incurred as a result of any reasonable reliance by PNC on
22 such contractual provision or such applicable law; and (iv) the legal, equitable or
23 contractual rights ofPNC shall otherwise be unaltered.
24 Except as otherwise provided above, the foregoing treatment shall be in full satisfaction of
.25 the Cla8s 6 Allowed Secured Claim.
26 If either Option 1 m 3 is elected by the Plan Agent, and the Debtor elects Option A under
27 this Plan, then the Debtor shall maintain insurance coverage for the property securing the Class 6
28 Allowed Secured Claim.
-28-
Exhibit:/.
Page .. c;
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7. Class 7: Claim of Credit Managers Association f"CMA ") in Trust for .
Creditors.
Class 7 con;lists of the Allowed Secured Claim of Credit Managers Association ("CMA"),
in trust for certain pre-petition Creditors. The Claim is secured by certain personal property .
assets of the Debtor pursuant to a recorded UCC-1.
CMA shall retain its lien on the subject personal property assets, but is barred from
.. pursuing its rights and remedies against such assets until abandonment of same by the Plan
Agent Within sixty (60) days of Effective Date, the Plan Agent shall make a one-time
distribution to CMA in the amount of $7 ,500.00, in satisfaction of fees and expenses incurred by
CMA in its capacity as trustee for certain pre-petition Creditors. If Class 12 Creditors are not
paid in full pursuant to the terniS of this Plan within six ( 6) months of the Effective Date, the Plan
Agent will proceed to liquidate CMNs collateral. If the Plan Agent is able to a sale
ofCMA's collateral within one (1) year of the Effective Date, the proceeds of such sale will be
ultimately be deposited into the Net Sales Proceeds Account for disirlbution to the holders of
. . . .
. Allowed Class 12 Claims pursuant to the treatment afforded such Claims by this Plan. If the Plan
Agent is unable to consummate a sale ofCMA's collateral one (1) year of the Effective
Date, CMA shall be. free to pursue its rights and remedies against its collateral under applicable
California law. CMA's rights are impaired under the Plan.
19 . Any distribution received by a Class 12 Creditor :f!om CMA shall be a credit against such
20 Class 12 Creditor's Claim.
21 Upon payment in full of the 12 Creditors, the. Plan Agent shall be authorized to
22 . record Such documents as are necessary to extinguish the CMA lien.
23 8. Class 8: Secured Claim of Morgan Stanley Bank. N.A.
24 Class 8 consists of the Allowed Secured Claim of Morgan Stanley Bank, N .A. ("Morgan
25 Stanley") relating to a loan in the original principal amount of$850,000 which is secufed by a
26 first priority security .interest in funds held in the Collateral Accounts as defined and described iii
27 the Portfolio Loan Account Agreement between the DebtOr and Morgan Stanley. Morgan Stanley
28 filed a Proof of Claim asserting a Secilred Claim .in the amount of $864,977.78.
-29-
EXhibit J ...
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The Allowed Secured Claim of Morgan Stanley is Unimpaired under this Plan, which does
not alter the legal, equitable and contractual rights of Morgan Stanley.
Notwithstanding anything contained in Section JX(B) of.this Plan, Morgan Stanley maY
exercise its rights and remedies against its collateral on the Effective Date, including the
liquidation of the collateral in accordance with its operative documents and the recovery of
Allowed post-petition interest and fees therefrom, and Morgan Stanley shall promptly turn over
any surplus to the Plan Agent or as the Plan. may otherwise provide.
CLASS# DESCRIPTION INSIDER IMPAIRED. TREATMENT
8
(YIN) (YIN)
Secured claim of: No No
Morgan Stanley Bank,
N.A. .
Collateral
description:
The Collateral
Accounts as. defmed in
the Portfolio Loan
Aecount Agreement.
Collateral value:
UnlmoWn
interest:
First.
Total claim amount:
$864,977;78 per Proof
of Claim filed by .
Morgan Stanley Bank,
N.A.
. .
Treatment: The legal,
equitable and contractual rights
ofMorgan Stanley Bank, N.A.
are unaltered under this Plan .
with its existing level of
. priority until the Claim is paid
in full.
9. Class 9: Secured Claim of Toyota Motor Credit Com.
Class 9 consists of the Allowed Secured Claim of Toyota Motor Credit Corp. ("Toyota'')
pursuant to a certain written Master Lease Agreement relating to the lease of a 2006 Isuzu truck.
Toyota filed a proof of claim asserting a: secured claim in the amount of$15,644.94.
The Allowed Secured Claim of Toyota is impaired under this Plan.
On the .Effective Date, an election will be made as to whether the Master Lease
Agreement will be assumed and any pre-petition default cured.. If assumed; after the Effective
-30-
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Date the Reorganized Debtor will continue to l?ay the payments under the terms of the Master
Lease Agreement through the term of same.
ln the alternative, the Plan Agent may elect to surrender to Toyota on the Effective Date
the collateral securing the Class 9 Allowed Secured Claim in full satisfaction of such Claim ..
Any Allowed Deficiency Claiill will be treated as a Class 12 Allowed General Unsecured Claim.
(YIN) (YIN) .
9 Secured claim of: No Yes
Treatment: On the Effective
Date, either the Plan Agent or
the Debtor will assume the
Master Lease Agreement and
cure any pre-petition default
After the Effective Date, the
Reorganized Debtor will
continue to pay the payments
under the terms of the Master
Lease Agreement through the
term of same.
Toyota Motor Credit
Corp.
Collateral
description:
2006 Isuzu truck
Collateral value:
Unknown
Priority ofsecurity
interest:
First.
Total claim amount:
$15,644.94 per proof of
claim filed by Toyota
Motor Credit Corp.
Other Classes of Cbbns.
In the alternative, the Plan
Agent may elect to surrender to .
Toyota on the Effective Date
the collateral securing the Class
9 Allowed Secured Claim in
full satisfaction of such Claim.
Any Allowed Deficiency Claim
shall be treated as a Class 12
Allowed Unsecured
Claim.
with its existing level of priority
until its Allowed Secured Claim
is paid in full or the subject.
collateral surrendered.
.
10. Class 10: Claims of Holders of Vested Interests in Memorial Gardens.
Class 10 consists of the Allowed Claims of Holders of Vested Interests in the Debtor's
Memorial Pre-petition the Debtor marketed and sold buriai plots and/or "niches" to tlie
general public. Each purchaser of such an interest has an exclusive right to use such interest
pursuant_ to applicable California law, including but not limited to Cal. Health & Safety Code .
..
. - 31 -
Exhibit tfk
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Sections 8555 and 8558.
. . .
The holders of such Vested Interests shall retain their rights as agamst the Debtor, the
Crystal Cathedral Campus, including the Memorial Gardens, and as against any purchaser of the
Crystal Cathedral Campus as may be provided by the terms of this Plan.
The Allowed Claims of Holders ofVested Interests in the Debtor's Memorial Gardens are
unimpaired under this Plan.
11. Class 11: Priority Unsecured Claims.
. Certain priority claims that are referred to in Code Sections 507(a)(3), (4), (5), (6), and (7)
are required to be placed in classes .. These types of claims are entitled to priority treatment as
follows: the Code requires that each holder of such a claim receive cash on the Effective Date
equal to the allowed amount of such claim. However, a class of unsecured priority claim holders
may vote to accept deferred cash payments of a value, as of the Effective Date, equal to .the
allowed amount of such claims. Absent an agreement providing otherwise, the Allowed <;:lass 11
Claims will be paid in full. on the Effective Date.
Based upon information provided by the Debtor, the Committee estimates that Allowed
Priority Unsecured Claims total less than $ZO,OOO.OO ..
The holders of allowed Class !!.Priority Unsecured Claims are unimpaired under this
. !
Plan.
12. Class 12: Class of General Unsecured Claims.
Class 12 consists of all Allowed General Unsecured Claims not entitled to priority under
Code Section 507 (a).
Allowed Class 12. Claims will be paid in full from the net proceeds of the sale of the
Debtor's Real and Personal Property Assets, Cash. on hand on the Effective Date, and, if
necessary, post-confirmation revenues of the Debtor, as follows:
25 Ill
26 Ill
27. Ill
28
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CLASS DESCRIPTION
#
IMP AIRED TREATMENT
i'Y!Nf
12
General Unsecured Yes.
Treatment: The holders of all
Allowed General Unsecured Claims
shall be: paid with compounding
interest accruing at the Allowable
Interest Rate per annum, commencing
on the Effective Date, and continuing .
until paid in full, on the terms
described herein.
Claims
Totill amt of claims=
Estimated by the Debtor to be
approximately $12,099,978,
exclusive of Claims oflnsiders
and Endowment Fund
Claimants.
I
-33- .
Allowed General Unsecured Claims
shall be paid ailor a portion of the
following as necessary to satisfy such
claims in full:
(a) Net Sale Proceeds from the sale
of the Crystal Cathedral Campus after
the Allowed Secured Claim ofF&M
is paid in full, or following reserve for
the maximum Secilred Claim asserted
by F &M in the event a dispute arises
regarding the amount ofF&M's
Secured Claim;
(b) Net Sale Proceeds from the sale of
the Condominium;
. (c) Cash on hand on the Confirmation
Date (See, Option A and B, Article
IV, Section A for further details);
(d) Net Sale Proceeds froni the sale
of the Debtor's Personal Property
Assets; and, .
e) Post-corifrrmation pa)1ffients from .
the Reorganized Debtor.
General Unsecured Creditors shall be
entitled to interest on their Allowed
Claims; at the Allowable Interest
Rate; from the Petition Date to the
day of payment in full of such Claim
as provided by l1 U.S.C. 726.
See, Article IV, Me3ns for .
Implementing the Plan, for further
details regarding timing of
payments to Class 12 Creditors.
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. 19
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28
Document Page 34 of 42
13. Class 13: Claims of Insiders;
In the event that any Class 13 Creditor votes to accept this Plan, then the Claims of each
such Insider who votes to accept this Plan shal1 be paid as provided in this paragraph. After
.Allowed Administrative Claims, Allowed Secured Claims, AlloWed Priority Claims, Allowed
Interest Holder Claims and Allowed General Unsecured Claims are paid in full, the Holders of
Claims of Insiders will receive their Pro-Rata share of payments until their Claims are paid in full
provided that such payments will not result in a negative monthly ending cash balance and the
Debtor is able to maintain a calendar year-end cash balance of at least'$1,000,000. Such
distribution shall not include any accrued interest on such Allowed Claims. Payments to Allowed
Class 13 Creditors will be made by the Debtor, not the Plan Agent. The Debtor estimates claims
in this Class total approximately $2,029,259.00.
In the event that any Class 13 Creditor votes to reject this Plan, the Committee will
proceed to file a formal objection to the Claim of such rejecting Class 13 .Creditor and commence
any necessary adversary proceeding to determine whether such Claim shall' be equitably .
subordinated to the Claims of Class 12 Creditors, on the basis, among others, that such Insider did
not provide arty value to the Estate Which would otherwise give rise to a valid Claim. If the Court
in such proceeding does not order equitable subordination as to an Insider, then the Claims of that
Insider shall be treated. the same as a Cla5s 12 Creditor. The Coinmittee will further commence
any necessary action to recover whit the Committee believes are PJ:eferentiai payments made to
. such rejecting Insider within the two-year periodprioi: to the Petition Date. Pending the
determination of any such formal objection or adversary proceeding, the Plan Agent will reserve
on a pro-rata basis in the Disputed Claims Reserve funds equal to any distribution such Insider
would be entitled to receive as a Class 12 Claimant. No distributions. Will be received by the
rejecting Insider Creditor until such time as any objection to such Insider's Claiin or Claims are
resolved by order of the Court, and resolution of any equitable subordination, preferential or.
fraudulent conveyance actions comffienceci against such Insider(s).
Nothing herein shallliinit the rights of the Debtor, the Committee, the Plan Agent or any.
authorized party to file any objection to the Claim of any Class 13 Creditor, whether or not such.
-34-
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I . Creditor votes to reject this Plan.
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14. Class 14: Endowment Fund.
The Debtor scheduled a pre-petition Claim in favor of what lt refers to as the "Endowment
Fund''. The Committee has researched the basis for this alleged Claim and has determined that
the Endowment Fund is not a separate legal entity but rather an unrestricted bank account .
established by the Debtor for the purpose of holding certain qonations received from members of
its congregation and third parties. The Comrtrittee further believes that based upon applicable
California law, the parties who donated the funds deposited into the Endownient Account have no
identifiable claims against the Debtor, the Estate or the Endowment Fund. in an abundance of
. caution, however, the Debtor and the Committee, in cooperation with the Office of the United
States Trustee, agreed that the Debtor would provide a notice of claims bar date to. all parties who
donated funds deposited into the Endowment Account. The Claims. Bar Date established pursuant
to such notice is September 12, 2011. Prior to the Confirmation Hearing, the Comrtrittee will file
appropriate claims objections to the Class 14 Claims so that the interests of such Claimants can be
determined. Pen4ing the determination of such formal objections, the Plan Agent will reserve on
a pro-rata basis in the Disputed Claims Reserve funds equal tO any distribution such Class 14
Claimants would be entitled to receive as Class 12 Claimants. No distributions will be received
by the Class 14 Claimants until such time as objections to their respective Claims are resolved by
order of the Court.
IV.
MEANS FOR IMPLEMENTING THE PLAN
22 ... A.
23
Means of Performing the Plan.
This article is intended to explain the mea:nS by which the Comrtrittee intends to effectuate
. . . ,.
24 the distributions. to creditors provided for under this Plan. This articleprovides information
25 regarding prospective COrPOrate governance of the Debtor, if any, funding Plan
26 obligations, and other material issues bearing upon the performance of the Plan.
27
1. Funding for the Plan.
28 The proposed payments to creditors and interest holders contemplated. by the Plan shall be.
EXhibit . \ -
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;.
' .
I.
collectively referred to herein as the "Plan Obligations".
The Plan will be funded from the following primary sources: (1) at least $50 million in
gross proceeds from the sale of subsuintially all of the Debtor's Real Estate Assets; (2) Cash on
hand on the Confirmation Date; (3) approximately $750,000.00 from the sale of the Personal '
Property Assets, and, to the extent necessary, ( 4) cash flow from the Debtor's continued operation
of its ministry. THE COMMITTEE MAKES NO REPRESENTATIONS OR W ARRANTJES
REGARDING nffi DISTRIBUTIONS TO BE RECEIVED BY GENERAL UNSECURED
CREDITORS UNDER THIS PLAN ON ACCOUNT OF THEIR ALLOWED CLAIMS. IN
THE EVENT THE PROCEEDS FROM THE SALE OF THE DEBTOR'S REAL ESTATE AND
. PERSONAL PROPERTY ASSETS AND CASH ON HAND ON THE CONFIRMATION DATE
ARE INSUFFICIENT TO SATISFY ALLOWED CLASS 12 CLAIMS IN FULL, FUTURE.
DISTRIBUTIONS WILL BE DEPENDENT UPON THE DEBTOR'S ABILITY TO
GENERATE POST-CONFIRMATION REVENUES AND TENDER ADDITIONAL
PAYMENTS TO .CREDITORS.
The Committee and the Debtor have received written offers to purchase. the Crystal
Cathedral Campns from the following parties:
. Chapman University ("CU")- $50 million purchase price
4
, with real estateleaseback and
. . . .
repurchase options for the Debtor, as set forth in the Utters of Intent dated June 17, 2011 and
August 4, 2011, and the Proposed Leaseback and Option to Repurchase Schedule, which are
attached collectively as Exhibit "4" to the Disclosure Statement.
The Roman Catholic Bishop of Orange, a-California corporation sole ("RCBO'') -a
. .
purchase price of$53,600,000 (u;cluding a $3,600,000 rent reserve (the "RCBO Rent Reserve")
in the event the Debtor to accept leaseback options), as set forth in the Executive Summary
of CCM Purchase and Sale Agreement attached as Exhibit '.'5" to the Disclosure Statement.
The Committee is informed and believes that Hobby.Lobby has submitted a purchase
proposal to the Debtor, designating a purchase price of$47,500,000. The Committee has not
.
4
The pwchase price is subject to in the event the Secured Claim ofF &M is reduced,
either consensually or by Court order. See Exhibit "4" to the Disclosure Statement for further
details.
-36 c
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been provided a copy of this purchaseproposBI. but has communicated With counsei for this
prospective buyer.
A written purchase proposal has been filed by My Father's House International ("MFID"),
purporting to offer $50 million for th, Crystal Cathedral Campus. A true and correct copy of the
MFID Offer and Letter of Intent is attached as Exhibit "6'; to the Disclosure Statement. This
proposal contemplates Creditors over an extended period of time and is believed by.
the Committee to be inferior to the other offers referenced above.
The is informed and believes that at least one additional third party may be in
the process offormulating apurchase proposal for the Crystal Cathedral Campus.
This Plan presents two differing scenarios for the sale of the Crystal Cathedral Campus in
Option A and Option B, below. Whether Option A or Option B is presented to the Court for
is dependent upon the Debtor's cooperation in the process prior to the Plan
Confirmation The Committee Will announce prior to the Plan Confirmation hearing
whether Option A or Option B is proposed for confirmation, and designate the buyer of Crystal
. Cathedral Campus. It is anticipated that under either Option A or Option B, the Crystal Cathedral
Campus will be sold for a purchase price of not less .than $50 million.
(a). Option A:
If the Debtor elects to cooperate With the Committee in its efforts to maximize the value
. .
of the Estate's assets for the benefit of Creditors, the Debtor select which of the purchase .
. proposals that have been pre-apProved in writing by the Committee or approved verbally by the.
Committee at the Confirmation Hearing shall be presented to the Court for approval at the
Confirmation Hearing, based upon purchase price and any leaseback and repurchase options
23 . offered.
24 If the Debtor selects the $50 million CU purchase proposal, the Debtor will lease back
25 what are referred to as the Ministry Buildings
5
at the rate of $150,000 per month triple net, with
26 3% annual increases, for a 15 year term. CU will further lease back to the Debtor the basement
27 and floors I and 2 of what is referred to as the Family Life Building at the rate of$65,000 per
28
5
Ministry Buildings to include theCrystal Cathedral Church, Tower ofHope, Arboretum, Family
Lounge, Art Gallery, Spire and Prayer Chapel and the Memorial Gardens.
-37-
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. Ca e 8:10-bk-24771-RK Doc 812 Filed 11/23/11 . Entered 11/23/11 15:24:10. Desc
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month triple net, with no annual increases, for a 2 year term. The Debtor operates its Christian
' . . .
school facility from these portions of the Family Life Building.
CU will further grant to the Debtor the right to repUrchase the Ministry Buildings for the
price o{$27,500,000 for a period offour{4) years from the Effective Date.
Chapman University will utilize the Crystai Cathedral Campus as a satellite campris, a use
compatible with the Debtor's current use of the premises, and future operations should the Debtor
elect to support this Plan.
The above terms are general and subject to revision and documentation at or prior to the
Confirmation Hearing, but the CU proposal will not be acceptable to the Committee Unless it
provides for a purchase price of not less than $50 million, without being subject to reduction in
the event the secured claim ofF&M is reduced, either consensually or by Court Order.
If the Debtor selects the $53,600,000 RCBO purchase proposal, the Debtor can elect
whether or not to lease back certain portions of the Crystal Cathedral Campus. If no leaseback
occurs, the Estate will receive the entire $53,600,000; less closing costs. -If aleaseback on the
terms below is elected by the Debtor, up to $3,600,000 of the proposed pUrchase price will be
. utilized by RCBO as a rent reserve to ensure the Debtor timely tenders all required lease
paYII\ents. If the Debtor vacates the Crystal Cathedral Campus prior to the end of the second
lease year, any furlds remaining in the Rent Reserve will be distributed to (1) the Plan Agent if at
that time" all paymentS required by this Plan have not been made to ClaSs 12 Creditors, or (2)-to
. . . .
_ the Reorganized Debtor if at that time all payments required by this Plan have been made to Class
12 Creditors.
If the Debtor elects to lease back certain portions of the Crystal Cathedral Campus, RCBO
will lease back to the Debtor the Ministry Buildings, _including the Welcoming Center but
excluding the Memorial Gardens, at the rate of $150,000 per month triple net, for a 3 year term.
RCBO will further lease back to the Debtor the basement and floors 1 and 2 of what is referred to
-as the Family Life Building at the rate of$10,000 per month triple net, through June 20, 2012.
RCBO will utilize the Crystal Cathedral Campus as a new hoine for its congregation,
requiring the Debtor to completely vacate the premises within 3 years.
-38-
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Ca e.8:10-bk-24771-RK Doc812 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
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The above terms are general and subject to revision and documentation at or prior to the
Confli!Ilation Hearing, but in no event will the RCBO proposal provide fcir a purchase price less
than $50,000,000.
Attached as Exhibit '7" to the Disclosure Statement is a comparison ofthe current CU and
RCBO offers, with and without leaseback options.
With the prior written consent of the Committee, the Debtor may detennine that an
alternate purchase proposal is in the best interests of the Debtor and the Creditors, resulting in the
Debtor and the presenting an alternate sale transaction to the Court for approval at the
time of the Confumation Hearing. Any such alternate sale transaction will provide a purchase
priee of not less than $50 million and provide the means by which General Unsecured Claims
shall be paid in full pursuant to the terms of the Plan.
If the Debtor elects Option A, to the extent the proceeds from the sale of the Real Property
Assets are insufficiimt to satisfy General Unsecured Claims in full on the Effective Date, the
Reorganized Debtor shall issue a note in favor of the Plan (the "Plan Note") in an amount
equal to the balance owing General Unsecured Creditors after the First Distribution Date (See, .
Article IV, Means for linplernenting the Plan). The Plan Note shall be secured by substantially
a:ll of the Debtor's assets including, but not limited to, Cash
6
on harid, including pre and post
petition balances, and including all non-donor imposed restricted cash and investment aecounts,
accounts receivable, inventory, prepaid assets, cash surrender value of all life insurance policies,
and Intellectoal Property, including any personal property 'assets of the Reorganized Debtor. as
may be acquired post-Confirmation. Prior to the Effective Date, the Reorganized Debtor and the
. .
Plan Agent will enter into deposit control agreements with each institotion at which the
Reorganizetl Debtor maintains deposit or investment accounts; and enter into security agreements
and instruments evidencing the Plan Note lien on all such assets.
The Plan Note shall bear interest at the rate of 6% per annum, compounded quarterly. The .
Plan Note shall require quarterly payments in an amount equal to the Excess Adjusted Working
6
Inthe event RCBO is the successful buyer ofth!l Crystal Cathedral Campus. and the Debtor
elects to lease back a portion of the property consistent with the terms offered by RCBO, the. Rent
Reserve to be held by RCBO shall not be subject to the security interest granted to secure the Plan
Note.
-39-
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.15.
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. 20
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23
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28
Capital multiplied by 1.3 (referred to hereinafter as the "Excess Cash"). Excess Cash shail be
. measured based upon the quarterly financial statements of the Reorganized Debtor (March 31,
June 30, September 30 and December 31) and other information as may be agreed to between the
Plan Agent and tl:ie Debtor. The quarterly financial statements of the Reorganized Debtor shall be
presented to the Plan Agent by the Reorganized Debtor on or before tWenty (20) calendar days .
after each respectivequarter end Excess Cash shall be paid to the Plan Agent within ten (1 0)
calendar days after the due date of the quarterly financial statements as described above.
Payments under the Plan Note shall be credited first to accrued and outstanding interest,
then to principal. Upon payment in full of General U:nsecured Clai:ins on the terms provided by
the Plan, the Plan Note will be cancelled notwithstanding any balance due remaining thereunder.
The Plan Note shall be due and payable in full within eighteen (18) months after the
Effective Date, reg;ardless of whether Excess Cash is available. If the Plan Note is not repaid by
this date, absent written agreement between the Reorganized Debtor and the Plan Agent
. extending the payment deadline, in the sole discretion of the Plan Agent, the Plan Agent has the
right to accelerate the principal balance of the Plan Note and liquidate all assets subject to the
security interests, including allpost-Confumation Cash in the accouilts.ofthe Reorganized
Debtor. The proceeds of such liquidation shall be uSed by the Plan Agent to satisfy the then
. General Unsecured Claims and the fees and expenses of the Plan Agent and.hislher
professimi.als, with any excess funds remaining after payment of same abandoned to the
Reorganized Debtor consistent with the terms of this Plan .
(b) Option B:
In the event the Debtor elects to oppose this Plan, the Committee, in its sole discretion,
will proceed at the Confirmation Hearing to seek approval of a sale transaction with a buyer that
niay not include the leaseback provisions or option referenced in Option A above.
(c) If the Deotor elects Option B, hereof, all Cash on hand on the Confirmation Date
shall be immediately surrendered to the Plan Agent, absent agreement to the contrary between the
Debtor and the Committee or Order of the Court.
Provisions Applicable to A or Option B:
-40-

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Ca e 8:10-bk-24771-RK Doc 812 Filed 11/23/11 Entered 11/23/11 15:24:10 Desc
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21.
Not less than fourteen (14) days prior to the Confirmation Hearing, the Committee will
designate the purchaser/sale selected by the Debtor and the Committee under Option A,
or the Committee under Option B. Any sale approved by the Court will be consummated on or
before the Effective Date.
. .
As set forth in the Liquidation Analysis attached hereto as Exhibit "A", the Feasibility .
Analysis/key Assumptions attached hereto as Exhlbit "B", and the Financial Projections attached
hereto as Exhibit "C", estimated cash on hand with the Debtor at the Confirmation Date, coupled
with proceeds from the sale and disposition of the Debtor's remaiuing Real and Personal Property
Assets, will provide funds to satisfy the Plan Obligations described in this Plan.
2. The Plan Agent.
The Plan Agent shalL be appointed at the Confirmation Hearing. Not lessthan 15 days
prior to the Conflrrnation Hearing, the Committee will fJle with the Court a proposed nomination
of an individual to serve as the Plan Agent. The Plan Agent will be responsible for carrying out
the terms of this Plan.
The Committee may seekthe awointment of a Truste.e prior to Confirmation for the.
puipose of fulfilling the Debtor's fiduciary obligations to creditors under the Bankruptcy Code. If
a Trustee is appointed prior to Confirmation, the Trustee will sel'Ve as the Plan Agent tinder this
Plan.
. . . .
Legal representation of the Plan Agent will be provided by Ringstad & Sanders, LP; the
law finn presently representing the Committee. The will be disbanded on the
appointment of the Plan Agent, and Ringstad &'Sanders, LLP ("R&S") will provide legal
. .
22 services to the Plan Agent in his/her efforts to ensure that the goals of this Plan are fully achieved ..
23 R&S will be entitled to receive payment on an ongoing basis for their services from the funds in
24 the possession of the Plan Agent. Prior to entry of a final decree, the Plan Agent and R&S shali
25 file fee applications and obtain court approval of their fees and expenses and shall disgorge any
26 . funds not awarded. The final compensation of the Plari Agent will not, in any event, exceed the
27 maximum compenSation that would be payable to a trustee pursnant to 11 U.S.C. 326.
28 All compensation of the Plan Agent and any professionals engaged by the .Plan Agent
- 41-
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shall be paid from funds otherwise distributable to <kneral Unsecured Creditors under the Plan ..
The Plan Agent may create a reserve from such funds, in the Plan Agent's discretion, to pay for
anticipated future fees and expenses prior to any distribution to General Unsecured Creditors.
3. Sale of Real Property Assets of the Estate.
The Plan Agent shall be responsible for the consummation of the saie of the Crystal
Cathedral Campus and the Laguna Beach Condominium
7
(collectively the "Real Property"). The
Plan Agent may engage a real estate agent to assist in the marketing and sale of the Real Property.
The Plan Agent shall be vested with the authority to negotiate and sign all necessary documents
to complete the sale of the Real Property, including but not limited to Listing Agreements, Offers
. .
for PUrchase arid Sale, Agreements for Purchase and Sale, Escrow Instructions and Grant Deeds.
Under either Option A or Option B of this Plan, at the discretion of the Plan Agent, Real Property
may be sold by private sale or at auction. The Plan Agent will use his/her/its best efforts to
complete the sale ofthe Real Property within six months following the Effective Date. All.
Secured Creditors with an interest in Real Property sold under the Plan will be paid in full from .
the proceeds of sale upon the close of escrow or as otherWise provided by the terms of the Plari.
The Net Sale Proceeds from the sale of the Real Property ultimately shall be deposited by
the Plan Agent in the Net Sales Proceeds Account.
4. . Sale of Personal Property,
. .
The Plan Agent shall be responsible for the liquidation of the Personal Property assets of
the Estate and may sell such Personal Property assets as are determined to benecessary, in the
. .
sole discretion of the Plan Agent, to enable payment in full of the Plan Obligations. The order or
manner of liquidation of the Personal Property, including the choiCe of which items to liquidate
shall be in the sole discretion of the Plan Agent. No Court approval shall be required prior to sale
of any item. The Plan Agent shall be invested with authority to employ any persons that the Plan
Agent believes are reasonable necessary to compete such sales, including but not limited to
Personal Property sales agents and/or auctioneers, and to compensate such persons from such
7
It is anticipated that a sale of the Laguna Beach Condominium will be consummated prior to
Plan Confirmation. In the event such sale occurs, the Debtor will sequester the net proceeds from
such sale and tender same to the Plan Agent within three (3) business days following the Plan
Confirmation hearmg, The Confirmation Order shall specifically direct such turnover ..
;; 42- ...
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Cas 8:10-bk-24771-RK Doc8121 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
Appendix Part 2 Page t of 34
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.

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sales in the Plan Agent's discretion. The Plan Agent shaH further be vested with the authority to
execute all documents necessary to accomplish such sales, including contracts of sale and bins of
sale.
The Net Sale Proceeds from the sale of the Personal Property ultimately shall be deposited
by the Plan Agent in the Net Sales Proceeds Account
With regard to Real and Personal Property Asset Sales, the Plari Agent shali marshal such
.. Assets such that only those Assets as are necessary to fund the Plan Obligations are sold.
5. Cash on Hand on the Con:firniation Date.
See Article IV, Section A.1{a), (b) and (c)for a description of the disposition of Cash on .
hand on the Confirmation Date.
The Excess Cash as of the Confirmation Date ulti.uiately shaH be deposited by the Plan
Agent in the Net Sales Proceeds Account.
6. Use of Real and Personal Property Prior to Sale.
The Debtor may continue its operations after Confirmation of the Plan so long as the
Debtor complies with all provisions of the Plan. Debtor may continue its use and occupancy
of the Crystal Cathedral Campus and use of the Personal Property owned. by the Debtor until
written reqnest by the Plan Agent to vacate and turn over possession of Real Property, or to turn
over possession ofPersonal Property, including any Cash on hand at Confirmation. Upon receipt
of such written request, the Debtor mtist vacate the Real Property as to which the request was
made and tUrn over possession to the Plan Agent, or turn over-possession.ofthe Personal Property
as to which demand was made, within 10 days fo11oWing the request. If the Debtor fails to timely
vacate such parcel or turn over such Personal Property; the Plim Agent may seek an Order for
Possession from the Bankruptcy Court by way.of emergency motion. The only issues. at such
hearing wi11be (i) whether the written request was provided; (ii) whether 10 days have elapsed
since the written request. was received by the Debtor; and (iii) whether the Debtor has turned ovei:
the subject Real Property or Personal Property. If the Court finds by a preponderance of the
evidence that the written request was provided, 10 days have elapsed. since the written request
was provided, and the Debtor has failed to turn over the Real Property or Personal Property as to ..
-43-
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Appendix Part 2 Page 2 of 34
1 which the request was made, then the Court shall issue an immediate Order for Possession
2 . granting to the Plan Agent the immediate possession of the subject Real Property or Personai
3 Property.
4 The Debtor's ability to continue use of the Real Property and the Personal Property
5 following confirmation ofthe Plan is subject to: (i) the continued rnaiotenance.of the Real
. . . .
6 Property and the Personal Property by the Debtor; (ii) compliance by the Debtor witli all
7
s
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restrictions on use of the Real Property and/or Personal Property in accordance with any
Written requests made by the Plan Agent; (iii) payment of all costs arising from the use of the
Real Property; (iv) maintenance ofReal Property and Personal Property policies and a
liability policy, as to which the PJ.3n Agent will be a named insured, in amounts and on terms
consistent with the current coverages maintained by the Debtor .
7. Post-Confirmation Disbursements.
The Allowed Secured C!aiin ofF&M encumbering the Crystal Cathedral Campus shall be
paid in full at the close of escrow for the Sale of such Real PropertY. The Plan Agent shall make a
pro rata distribution to General Unsecured Creditors from the funds heldin the Net Sales
Account upon close of the sale the Crystal Cathedral CampuS. The date of such
. . ' . . .
distribuUonshall be referred to herein as the First Distribution Date. The Plan Agent may make.
further pro rata distributions to General Unsecured Creditors upon liquidation of the Personal
Property Assets, collection of payments uD.der the Plan Notes, or receipt of other proceeds, in the
. discretion of the Plan Agent. The date(s) of such distributions shall be referred to herein as the
Additional Distribution Dates.
8. Post-Confirmation Abandonment Following Payment in Full of All Plan
Obligations.
. .
Upon payment in full of all Plan Obligations, approval by the Court of the Plan Agent's
Final Report and Account and entry of Final Deeree, the Plan Agent shall disburse any remaining
funds to the Reorganized Debtor, and all remaining assets of this Bankruptcy Estate
deemed abandoned to the Reorganized Debtor:
Compliance with California State Law Governing the Transfer of Property
-44-
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1 by a Nonprofit Corporation.
2 The Debtor and the Plan Agent will comply with applicable California state law governing
3 .. the transfer of property by a nonprofit corporation. Post-confrrmation, the Reorganized Debtor
4 will continue to be managed by management of its choosing. The Plan Agent shall not be
respoJ:!Sible for any post-Confirmation management or operations of the Reorganized Debtor. 5
6
7
8
9
10
11
12
13
14
15
16
17
.. 18
19
20
21
22
23
24
As of the Effective Date, the Plan Agent may. use, acquire, .and dispose of property and
settle and compromise Cl.aims without the supervision of, or any authorization from, the
Bankruptcy Court or the United States Trustee, and free of any restriction of the Bankruptcy Code
or Bankruptcy Rules, other than those restrictions specifically provided for in the Plan or the
Confirmation Order;
As of the Effective Date, the Reorganized Debtor may operate its ministry, subject to the
terms and provisions of the Plan or the Confrrmatioti Order ..
Any Net Sales Proceeds or other liquidation proceeds available after satisfaction of all
Plan Obligations will be abandoned to the. Debtor.
v.
TREATMENT OF MISCELLANEOUS ITEMS .
A. AvoidanceActions.
THE .COMMITTEE HAS NOT DETERMINED WHETHER ANY ESTATE
CLAIMS EXIST, INCLUDING, WITHOUT LIMITATION, WHETHER THERE ARE
ANY AVOIDANCE ACTIONS THAT MAY BE FUED BY THE POST-
CONFIRMATION COMMITTEE AFTER THE CONFIRMATION DATE. THIS
. .
INVESTIGATION IS ONGOING AND WILL OCCUR, IN LARGE PART, AFTER THE
. . .
CONFIRMATION DATE. AS ARESULT, ALL PARTIES-IN-INTEREST ARE HEREBY
ADVISED THAT, NOTWITHSTANDING THE FACT THAT THE EXISTENCE OF ANY .
25 PARTICULAR AVOIDANCE ACTION OR OTHER ESTATE CLAIM MAY NOT BE
26 LISTED, DISCLOSED OR SET FORTH IN THE PLAN, AN AVOIDANCE ACTION OR
27 OTHER ESTATE CLAIM MAYBE FILED AGAINST ANY CREDITOR OR OTHER
.28. PARTY AT.ANYTIME.
-45- .
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1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Notwithstanding anything to the contrary herein, one hundred percent (1 00%) of any Net
Proceeds recovered, either before or after the Effective Date, from prosecution or settlement of
Avoidance Action claims shall be paid in the following Order: (i) first, to satisfy any unpaid
professional fees incurred in prosecuting the Avoidance Action(s); (ii) second, to Creditors .
. holding Allowed Administrative Claims and Allowed Cure Claims, based on the pro rata share of
such Claims, up to an amount that, in conjunction with other payments made to these Creditors
under the Plan, renders such Creditors Paid in Full; (iii) third, to Creditors holding Allowed .
Priority Tax Claims, up to an amount that, in conjunction with other payments made to these
Creditors under the Plan; renders such Creditors Paid in Full; (iv) fourth, to Creditors holding
Allowed General Unsecured Claims, up to an amount that, in conjunction with other payments
made to these Creditors under the Plan, renders such'Creditors Paid in Full; and (v) fifth, to
Creditors holding Allowed Subordinated Insider Claims, up to an amount, that in connection With
other payments made to these Creditors under the Plan, renders such Creditors Paid in Full.
. .
Within three Business Days after the Plan Agent receives any su.ch Net Proceeds, the Plan Agent
shall deposit such proceeds into the Net Sales Proceeds Account for the benefit of the foregoing
. from which no disbursements shall be made except for the purpose of funding Distributions
hereunder to the foregoing Creditors. The.Plan Agent shall use the funds held in.this account to
make distributions pursuant to the terms of the Plan. Allowed ciaims of the foregoing Cr11ditors
shall be credited by the amount of Net Proceeds paid to Creditors of su.Ch Claims.
B. Disposition of Assets. From and after the Effective Date; the Plan Agent shall be .
entitled to sell, transfer, encumber or otherwise dispose of any interest in any of the Estate's
assets, without any need for notice to Creditors or approval of the Bimkruptcy Court.
. C. Compromise of Controversies. Froni and after the Effective Date, the Plan
Agent shall be entitled to compromise any objections to Disputed Claims, or any controversies
relating to Post-Confmnation Estate Claims, Avoidance Actions or other litigation.pending after
the Confirmation Date without the need for notice to .Creditors or approval of the Bankruptcy
Court,
-46-
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1
2
3
4
5
6
7
8
9
10
11
12
13
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15
16
17
18
19
20
21
22
23
24
. 25
26
27
'
28
. Appendix Part 2 Page 5 of 34
D. Bankruptcy Court Approval Relative to Post-Confirmation Matters. Nothing
contained in the Plan shall be deemed tO impair in any manner the right of the Plan Agent, the
Reorganized Debtor or any party-in-interest to seek at any time after the Effective Date orders of
the Bankruptcy Court approving actions to be taken consistent with the Plan as may be necessary
or desirable to effectuate ihe provisions of the Plan ..
E. Right of Setoff. Pursuant to Section 553 of the Bankruptcy Code or applicable
non-bankruptcy law, the-Plan Agent or Reorganized Debtor may set off against any Allowed
Claim and Distribution to be made pursuant to the Plan on accoiint ofsuch Allowed Claim
(before any Distribution is made on account of such Allowed Claim), any account stated, claim,
right, or cause of action which the Debtor or the Estate may possess against the holder of such
Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the
allowance of any Claim shall constitute a waiver or release by the Debtor or the Estate of any
such account, claim, right, and cause of action that the Debtor or the Estate may possess against
the holder of such Allowed Claim. To the extent that the Plan Agent or Reorganized Debtor in
allowing a Claim fails to effect a setoff with a Creditor and seeks to collect a claim from such .
Creditor after a Distribution to such Creditor pursuant to the Plan, the Debtor or EState shall be
. . . . . . . . .
entitled to full recovery on its claim against such Creditor, notwithstanding any payment of the
Creditor's Allowed Claim pursuant to the Plan.
In accordance.with the provisions of Section 553 of the Bankruptcy Code, the Internal
. . . .
Revenue. Service shall be entitled to set off any amounts the Internal Service.
. .
may owe to the Estate on account of overpayments by the Debtor of pre-confirmation taxes any
pre-confuination tax liabilities tliat the Debtor may owe to the Internal Revenue Service.
F. . Cash Payments. Cash. payments made pursuant to the Plan shall be in United
States dollars by checks drawn on a domestic bank selected by the Plan Agent or by wire transfer
. from a domestic bank, at the option of the Plan Agent .
A. Distributions.
VJ,
DISTRIBUTIONS
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1
2
3
1. Dates of Distributions. Any Bistribution required to be made on the Effective
Date shall be deemed timely if made as soon as practicable after such date and, in any event,
within fifteen (15) days after such date. Any Distribution required to be made upon a Disputed
";'
4 Claim becoming an Allowed Claim and no longer being a Disputed Clajm shall be deemed timely i
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
if made as soon as practicable thereafter but, in any event; within fifteen (15) days thereafter.
2. Limitation on Liability. Neither the Plan Agent, the Reorganized Debtor,. its
respective affiliates, the Committee, nor any of )heir respective employees, members, officers,
directors, agents, or Professionals shall be liable for (i) any acts or omissions (except for willful
misconduct) in connection with implementing the Distribution provisions of the Plan and the
making or withholding of Distributions pursuant to the Plan; or (ii) any change in the value of
Distributions made pursuant to the Plan resulting from any delays in making such Distributions in
accordance with the terms of the Plan (including, but not limited to, any delays caused by the
resolution of Disputed Claims).
B. Instruments.
1. Rights of Persons Holding Instruments. Except as otherwise provided
herein, as of the Effective Date, and whether or not surrendered by the holder thereof, all
Instrumentsevidencing or relating to any Claims shall be deemed automatically cancelled and
deemed void and of no further force or effect, without any further action olithe part of any
person, and any Claims evidenced by or relating to such Instruments shall be deemed discharged.
2. Cancellation of Liens. Except as otherwise provided herein, any Lien
securing any Secured Claim shall be deemed released and discharged, and .the Creditor holding
such Secured Claun shall be authorized and directed to release any collateral or other property of
. . .
tli.e De])tor (including, without limitation, any cash collateral) held by such Creditor and to take
such actions as be reasonably requested by the Plan Agent to evidence the release of such
Lien, including, without limitation, by the execution, delivery and filing or recording of sucli
releases as may be requested by the Plan Agent:
C. De Minimis Distributions. The Agent is not required to make any Cash
distribution of less than$10.00, but may do so in the so.le discretion of the Plan Agent. Whenever
-48-.
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Case8:10-bk-24771-RK Doc812-1 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
1 payment of a fraction of a cent would otherwise be called for, the actual payinent shall reflect a
:2 . rounding down of such fraction to the nearest wliole cent Any Cash or other property that is not
3 distribUted as a consequence of this section shall, after the last Distribution on account of
4 Allowed Claims in the applicable Class, be treated as Unclaimed Property under the Plan.
5 D. Delivery of Distributions. Except as provided in the Plan with respect tO
6 Unclaimed Property, Distributions to holders of Allowed Claims and Allowed Administrative
7 Claims shall be distributed by mail as follows: (i) with respect to each holder of an Allowed
8 Claim that has filed a Proof of Claim, at the address for such Creditor reflected in such Proof of
9 Claim; (ii) with respect to each holder of an Allowed Claim that. has not filed a Proof of Claim, at
10 the address reflected on the Schedules filed by the Debtor; provided; however, that, if the Plan
II . Agent has received a written notice of a change of address for such Creditor, the address set forth
12 in such notice shall be used;.or (iii) with respect to each holder of an Allowed Administrative
13 Claim, at such address ~ s the holder thereof may specifY in writing;
14
15
16
17
18
19
20
21
E .. Undeliverable Distributions. No further distribution of Unclaimed Property shall
be made to a Creditor unless and until the Plan Agent is notified in writing of such Creditor's then
current address. Subject to the provisions of Section F hereof, Unclaimed Property shall reffiain
in the possession of the Plan Agent pursuant to Section F, and shall be set aside and held in the
UnclaimedProperty Reserve tO be maintained by the Distribution Agtmt until such tlnle as the
subject Distribution becomes deliverable. Nothing contained in the Plan shall reqUire the Plan
Agent or any other person to attempt to locate such Creditor.
Disposition of Unclaimed Propertv. If the Creditor entitled to a Distribution of
22 Unclaimed Property notifies the Plan Agent of such Creditor's claim to the Distribution of such
23 Unclaimed Property within nine (9) months following the Initial Distribution Date; the Unclaimed
24 Property distributable to such Creditor shall be released from the Unclaimed Property Reserve ..
25 and paid to such Creditor within fifteen (15) days thereof Any Holder of an Allowed Claim or.
26 Allowed Administrative Claim that does not assert a claim in writing for Unclaimed Property
27 held by the Plan Agent within nine (9) months following the Initial Distribution Date shall no
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28 longer have any claim to or interest in .such Unclaimed Property, and shall be forever barred from 1
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.1 receiving any Distributions under the Plan or otherwise from the Reorganized Debtor. In such
2 cases, any such Unclaimed Property shall be retained by the Plan Agent, shall not be subject to
. 3 the unclaimed property or escheat laws of any state or other governmental unit, and shall be
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
distributed on aceount of Allowed General Unsecured Claims at the time when the succeeding
. .
Dlstribution is to be paid to General Unsecured pursuant to the Plan, or abandoned to
the Reorganized Debtor if all Plan Obligations have been paid in full.
vn.
OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS
A. Objections to Claims. The Plan Agent and the Reorganized Debtor shall have the
right to file objections to Claims. Unless another date is established by order of the Bankruptcy
Court, any objection to a Claim shall be filed with the Bankruptcy Court and served on the.
Reorganized Debtor and the Creditor holding such. Claim on or before the applicable Claims
Objection Deadline. The Plan Agent and the Reorgairized Debtor shall have the.right to request
that the Bankruptcy Court extend Claims Objection Deadline .
. .
Notwithstanding the fact that the Plan Agent and the Reorganized Debtor shall have the
right to file, litigate, and settle objections to Disputed Claims on behalf of the Debtorand Esiate,
nothing contained herein shall be deemed to obligate such parties to take any such actions, all of .
which shall be determined by the parties in their sole and .absolute discretion. No settlement of
any objection to a Clliim may be rp.ade without the written consent of the Plan Agent If
the Plan Agent objects to a proposed settlement of an objection U:, a Claim, then the objecting
party may request approval ofthe Court to substitute in as the objecting party.
22 THE COMMITTEE HAS .NOT FULLY REVIEWED THE CLAIMS IN THE CASE
.,
23 OR DETERMINED WHETHER OBJECTIONS TO CLAIMS EXIST. THIS
24 'INVESTIGATION IS ONGOING AND MAY OCCUR, IN LARGE PART, AFfERTHE .
25
26
27
28
CONFIRMATION DATE. AS A RESULT, CREDITORS AND OTHER PARTIES-IN-
INTEREST ARE HEREBY ADVISE]) THAT, NOTWITHSTANDING THAT THE
EXISTENCE OF ANY PARTICULAR OBJECTIONTO A DISPUTED CLAIM MAY
NOT BE LISTED, DISCLOSED OR SET FORTH IN THE PLAN, AN OBJECTION TO A
-50-
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1 CLAIM MAY BE FILED AGAINST ANY CREDITOR OR PARTY-lN-INTEREST AT
2 ANY TIME, SUBJECT TO THE CLAIMS OBJECTION DEADLINE. THE
3 COMMITTEE HEREBY RESERVES THE RIGHT TO OBJECT TO AMOUNTS THAT
4 HAVE BEEN SCHEDULED BY THE DEBTOR, OR REFLECTED IN THE DEBTOR'S
5 . BOOKS AND RECORDS, AND WHICH ARE FOUND TO BE OBJECTIONAB.LE IN
6 ANY RESPECT.
7.
8
9
10
11
12
13
14
15
16
17
18
B. Treatment ofDisputed Claims, . .
1. No Pending Ailowance. If any portion of a c;Iaim is a Disputed
. Claim, whether such Claim is a Secured Claim, an. Administrative Claim; a Priority Claim or a
General Unsecured Claim, no Distribution proVided for under the Plan shall be mitde on account
of such Claim unless and until such Claim becomes an Allowed Claim and is no longer a
Disputed Claim.
2 . . Distribution After Allowance, Within thirty (30) days following the date on
which a Disputed Claim becomes an Allowed Claim and is no longer a Disputed Claim, the Plan .
Agent shall to the Creditor holding such Allowed Claim any Cash that would have. been
distributable to such Creditor if, at the time of the making of any Distribution to the Class of
which such Creditor is amember, such Claim had been ail Allowed Claim and not a Disputed
Claim.
19 3. Reserves for Disputed Claims. In the event that a Disputed Claim is pending on
20 any Distribution Date, the Plan Agent shall establish a Disputed Claims Reserve, and maintain a
21 reasonable reserve necessary to pay such Disputed Claim. No disbursement of funds from the
22 Disputed Claims Reserve shall be made on account of a Disputed Claim until such Disputed
23 Claim has been determined by a Final Order of the Bankruptcy Court. In the event that any
24 Disputed Claim is ultimately disallowed by the Bankruptcy Court, the amount reserved for such
25 Disputed Claim, which has been disallowed by the Bankruptcy Court, shall be distributed on
. . .
26 account of Allowed General Unsecured Claims at the time when the succeeding Distribution is to
. 27 be paid to General Unsecured Creditors, or abandoned to the Reorganized Debtor if all Plan
28 Obligations and post Confirmation obligations of the Plan Agent hii.Ve been satisfied in full.
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1
2
3
VIII.
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
A. Executory Contracts AssumptioDJRejection.
4 Option A: The following are the unexpired leases and executory contracts to be
5
6
7
8
9
10
n
12
13
14
15
16
17
18
19
. , ..
20
21
22
assumed as obligations of the Reorganized Debtor under the Plan
8
:
i. .All current policies of insurance consisting of title insurance, commercial
general liability, excess I umbrella liability insurance and automobile insurance policies;
and,
ii. All existing lease agreements with all tenants of the Crystal Cathedral
Campus, including U Cl Medical for lease of a portion of the parking areas located
thereon.
Additional.unexpired leases and executory contracts may be assumed as specified at the
time of Plan Confmnation, subject to payment of any Allowed Cure Claims. Any contracts not
designated for assumption or rejection at or before the Continuation Hearing, shall be deemed .
rejected as of the Effective Date.
OptionB: In connection with the consummation of a sale of the Crystal Cathedral
Campus, the purchaser shall advise the Cotlunittee withinten (10) days of the Continuation
Hearing whether it wishes to receive an assignment oftheUCI Medical lease for a portion of the
parking areas located upon the Crystal Cathedral Campus. Based upon this election, the
Committee will seek Court approval of the assumption and assignment of the UCI Medical Lease
in connectiori.with Plan Continuation, or a rejection of same. The Plan Agent will be authorized
to temrinate applicable insurance policies upon disposition of all real and personal property assets
23 subject to same.
24 The agreement between Dr. Robert H. Schuller and the Debtor, dated December 28, 2005
25 and entitled "Designation as F minding Pastor of the Crystal Cathedral Ministries ("CCM") and
26 Transition Agreement" will be rejected under both Option A and Option B (See, Article IV).
27
28
8
To the extent that the Claim(s) ofGE (Class 4), Cljllllon 5), or PNC (Class 6) can be .
interpreted to be or are deemed to be executory in nature, such contracts shall be deemed assumed
to the extent consistent with the treatrnent proposed for.each by this Plan.
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l
2
3
4
s
6
7
8
9
10
ll
12
13
14
15
16.
17
18
19
20.
21
22
23
24
25
26
27
28
. The Order of the Court confirming .the Plan shall constitute an Order approving the .
assumption or rejection of each lease and contract listed above. If you are a party to alease or
contract to be assumed and you object to the assumption of your lease or contract, you must file
. and serve your objection to the Plan within the deadline for objecting to the confirmation of the
Plan, Ifyoil are a party to a contract or to be rejected and you objectto the rejection.ofyour
contractor lease, you must file and serve your objection to the Plan Within the deadline for
objecting to the confirmation of the Plan.
B. Payment of Cure Claims. The Plan Agent, or the Debtor in the event the Debtor
selects Option A under the Plan, shall be responsible. for the payment of all Allowed Cure Claims;
All Allowed Cure Claims shall be paid in full on the Effective Date.
C. Retention ofPropertv Rights. To the extent that an agreement that provides the
Debtor with property rights does not constitute an executory contract or unexpired lease, or the
Debtor has obtained property rights under-the executed portion of an executory contract or
unexpired lease, rejection of such agreement shall not constitute an abandonment by the Debtor or
. . .
the Estate of any such property rights.
D. Bar Date for Rejection Damages. Any Claim arising out of the rejection of an
executory contract or unexpired lease shall be forever barred and shall not be enforceable against
the Debtor, the Reorganized Debtor, its affiliates, its successors, Estate, or its properties, and shall
not be entitled to any Distribution under the Plan, unless a Proof of Claiin for such Rejection
Claim is filed and served on the Debtor and the Committee within thirty (30) days after the later
of (i) the date of entry of the order of the Bankruptcy Court approving the rejection of the
executory contract or unexpired lease, or (ii) the Confirrilation Date, unless an alternate Claims
Bal: Date is established by order of the Court.
. . . .
E. Claims Scheduie. The Cure Claims Schedule shall be filed Bankruptcy
Court, and served on the DebtoJ; and the non-debtor parties to such executory contracts and
unexpired leases, on or before the twenty-fourth (24th) day prior to the Confirmation Hearing.
Any objection to the amount of any Cure Claim set forth in the Cure Claims Schedule shall be .
filed and served upon counsel for the Debtor and the Committee on or before the. fourteenth
-53-
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1
2
3
4
5
6
7
8
9
10
11
12
13
14
.15
16
(14th) day prior to the Confirmation Hearing. In the event that any such objection to the amount
stated for a Cure C1airri in the Cure Clairris Schedule is not filed and served as set forth.herein, the
amount of the Creditor's Cure Claim shall be deemed forever to be the amount set forth in 'the
Cure Claims Schedule, and any Cure Claim in excess of the amount set forth in the Cure Clairris
Schedule shall be waived and shall be forever barred in the Case, without further notice. If the
Debtor or Committee cannot resolve any such objections with the Creditor, the Debtor or.
Committee may either (i) elect to reject the executory contract or unexpired lease at the.
Confirmation Hearing, or (ii) have the Bankruptcy Court determine the merits of the objection on
or after the Confirmation Hearing (without delaying the confirmation of the Plan). Any amount
of Cure Chiim payable upon the assumption of an executory contract or unexpired lease shall be
due and payable on or before the fifteenth (15th) day after the entry of a Final Order fixing the
amount of the Cure Clairri and then ouly in the amount fixed by such Final Order.
IX.
EFFECT OF CONFIRMATION OF PLAN
Confirmation of the Committee's Plan will have, in part, the fullowing effects.
A. Discharge. The Debtor's entitlement to a discharge, to the extent speeifie.d in 11
17 U.S.C. 1141 is dependent upon whether Option: A or OptionS is elected by the Debtor. In the
)8 event Option A is elected, this Plan provides that upon .the Effective Date, Debtor shall be
19 discharged of liability for payment of debts incurred before confirmation of the Plan, to the extent
20 specified in 11 U.S.C.l141. However, any liability imposed by the Plan will not be discharged ..
. 21 In the event Option B is elected, this.Plan provides that the Debtor will be discharged only upon
22 consummation of this Plan and satisfaction of all Plan Obligations in full.
B. Injunction. Except as otherwise expressly provided in the Plan, or in the .
24 Confirmation Order; on and after the Effective Date,.all Claims will be discharged pursuant to the
25 terms of the Plan (including but not limited to states and other governmental units, and any state.
26 official, employee, or other entity acting in an individual or official capacity on behalf of any
27 state or other governmental units) and will be permanently enjoined from the following: (i}taking
28 any of the following actions on account of any such discharged Clairri or Interest:. (a)
-54-
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Ca.s 8:10-bk-24771-RK Doc 812-1 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
1 commencing or continuing in any manner any action or other proceeding against the Debtor, the
2 Reorganized Debtor, its successors, or its property; (b) enforcing, attaching, executing, collecting,
3 or recovering in any manner any judgment, award, decree, or order against the Debtor, the
4 .Reorganized Debtor, its successors, or its property; (c) creating, perfecting, or enfqrcing any Lien
5 . against the Debtor, the Reorganized Debtor, its successors, or its property; (d) asserting any set
6 off, right of subrogation, or recoupment of any kind against any obligation due to the Debtor, the
7 Reorganized Debtor, its sucCessors, or its property; and (e) commencing or continuing any action,
8 in any manner, in any place that does not comply with or is inconsistent with the.provisions of the
9 . Plan; and (ii) taking any action on account of any claims or rights of action that are revested in, or
. 10 transferred to, the Reorganized Debtor as of the Effective Date or under the Plan (to the extent
11 that a Debtor's Estate first held such claim or right of action or held the right to assert such claim
e 12 or right of action after the Petition Date), including, witho.ut limitation, commencing or
. cg Jo; 13 continuing in any manner any Avoidance Action (i.e., no 'party may pursue any avoidance claims,
. (d .c M
j 14 except for the Plan Agent, or as otherwise provided by the Plan); Any person or entity injured by
.J
.] . 15 any willful violation of such injunction will recover its actual damages, including costs and
a O"E
d 11- 16. attorneys' fees, and, in appropriate circumstances, may recover punitive clamilges from the willful

17. violator.
18 c. Tax Conseguences of the Plan.
19 .The implementation of this Plan may have federal, state and local tax consequences to th.e
20 Debtor's Creditors. No qpinion has been sought or will be obtained with respect to any
21 . consequences of this Plan.
.22
.23
24
25
.26
27
28
The discussion below summarizes only .certain of the federal income tax consequences
associated with this Plan's implementation. This discussion does not attempt tO comment cin all
aspects of the federal income tax consequences associated with this .Plan, nor does it attempt to
. consider vanous facts or limitations applicable to any particular Creditor which may modify or
. '
alter the consequences described herein. A Creditor may find that the tax consequences of the
Plan to such Creditor differ materially from the tax consequences discussed below because of
such Creditor's facts and .circumstances .. This discussion does not address state, local or foreign
-.55- '
_j__
Page,72.
Cas 8:10-bk-24771-RK Doc 812-1 Filed 11/23/11 Entered 11/23/11 15:24:10 Desc
Appendix Part 2 Page 14 of 34.
1 tax consequences or the consequences of any federal tax other than the federal income tax.
2 This discussion is based upon the proVisions of the Internal Revenue Code of 1986, as
. 3 amended (the "Internal Revenue Code''), the regulations promulgated thereunder, and existing
4 judicial decisions and administrative rulings. In light of the rapidly-changing nature of tax law,
5 no assUrance C8.ll be given that legislative,judicial or. administrative changes will not be
6 forthcoming that would affect the accuracy of the discuSsion below. Any such changes could be
7 . material and could be retroactive with respect to the transactions entered into or completed prior
8 to the enactment or promulgation thei:eo The tax consequences of certain aspects of the Plan are
9 I!IlCertain due to the lack of applicable legal authority and may be subject to judicial or
10 administrative interpretations that differ from the discussion below.
11 CREDITORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS
12
13
14
15
16
17
REGARDING THE TAX CONSEQUENCES TO THEM AND TO THE DEBTOR OF THE
TRANSACTIONS CONTEMPLATED BY THIS PLAN, INCLUDING FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES.
D. Revesting of Property in the Debtor.
The confirmation of the Plan does not revest any of the property of the Estate in the
Reorganized Debtor, except for ariy property abandoned to the Reorganized Debtor by the terms
18 of tlte Plan or the subsequent request of the Plan Agent, and approval ofthe Bankruptcy Court.
19 X.
20 LIMiTATION OF LIABILITY AND RELEASES.
21 A. No Liabilityfor Solicitation or Participation. As specified in Section 1125(e) of
22 the Bankiuptcy Code, entities that solicit acceptances or rejections of the Plan or that participate
23. . in the offer, issuance, sale, or purchase of securities offered or sold under the Plan, in good faith .
24 and in compliance with the applicable provisions of the Bimkruptcy Code, will not be liable, on
25 account of such solicitation or participation, for violation of any applicable law, rule, or
26 regulation governing the solicitation of acceptances or rejections of the Plan or the offer,
27 issuance, sale, or purchase of securities.
28
..
Exhibit . \ ..I

. .

1;!;
Q

'"
M
(/)
NC't.o

.
' .
. "'0 .:0* '
e :i ,;o-
00
. Oll 8-
M
Cas 8:10-bkc24771-RK Doc 812-1 Filed 11/23i11 Entered 11/23/1115:24:10 Des<;
I
2
3
4
5
6
7
8
9
10
11
12
13
14
15
!6
17
18
19
20
21
22
.23
24
25
26
27
28
B. Limitation of Liability. Effective as of the Effective Date, neither tlle
Reorganized Debtor, the Plan Agent, the Committee, nor any of their respeCtive members,
officers, directors, en:tployees and other agents, adyisors and Professionals will have or incur any
liabilit)r to any Creditor or to any other person for any act or omission in connection with or
arising out of the negotiation; preparation and pursuit of confirmation of the Plan, the approval of
this Disclosure Statement, the consnnnnation <if the Plan, the administration of the Plan, the Case
or the property to be distributed wider the Plan, to the. fullest extent permitted by applicable
statutory and case law.
XI.
CONDITIONS TO CONFIRMATION AND EFFECTIVENESS
Condition Precedent to Plan Effectiveness. As a condition precedent to the
effectiveness of the Plan and the occurrence.ofthe Effective Date, the Confirmation Order must
become a Final Order .. The Committee reserves the right to object to the form of the
. Confirmation Order. In the event thatan appeal, petition for certiorari or motion for reargument
or. rehearing or comparable post-confirmation relief is filed with respect to the Confum:ation
.Order, and no stay of the effectiveness of the Confirmation Order is obtained, the Connnittee may .
elect, in the exercise of its sole and absolute discretion, to proceed with the Effective Date of the
Plan and to commence to consummate the Plan, by filing and serving upon for the
. Secured Creditors, counsel for the Debtor, the United States Trnstee and the party seeking such
post-confirmation relief, notice of such election.
B. Waiver of Conditions. Conditions precedent to Pian Effectiveness may be
waived by the Committee without notice, leave or order of the Bankruptcy Court; and without arty
formal action other than proceeding to obtain the Confirmation Order and to consummate the
Plan.
XIL
RETENTION OF JURISDICTION
Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective
Date, the Bankruptcy Court will retain jurisdiction over the Case and any of the proceedings
-57-
.Exhibit \
.. Page 79
i
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i
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.&1

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Cas 8:10-bk-24771-RK Doc 812-1 Filed 1.1/23/11 Entered 11/23/1115:24:10 Desc
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
Appendix Part 2 Page 16 of34
arising from, or relating to, the Case pursuant to Section 1142.ofthe Bankruptcy Code and 28
U.S.C. 1334 to the fullest extent permitted by the Bankruptcy Code and other applicable law,
including, without limitation, suchjuriscliction as is necessary to ensure that the purposes and
. intent of the Plan are carried out. Without limiting the of the foregoing, the
. Bankruptcy Court will retain jurisdiction for the following purposes:
A. To hear and determine any and all objections to the allowance, or requests for .
estimation, of Claims or the establishment of reserves pending the resolution of Disputed Claims;
B. To consider and act on the compromise and settlement of any Claim again:st, or .
cause of action on behalf of, any Debtor or any Estate, including; without limitation, any
Avoidance Action;
C. To hear and determine any motions pending on the Effective Date to assume,
assume and assign or reject any executory contract or unexpired lease and to determine the
alloWance of any Claim resulting therefrom;
D. To enter such orders as may be necessary or appropriate in connection with the
recovery or liquidation of the Debtor's assets, wherever located;
E. To hear and determine any and all applications for allowance of compensation lind
reimbursement of expenses .()f l'rofessioJ!als;
,'.
F. To hear determine any and all controversies,.suits and disputes arising imder
.. . . ' . .
or in connection with the intei'pretation, implementation or enforoement of the Plan and any of the
documents intended to implement the offue Plan or any other matters to be
by the Bankruptcy Court under the terms of the Plan;
G. . To hear and determine any motions or contested matters involving Taxes, tax
. .. .
23
24
refunds, tax attributes and tax benefits and similar and r.elated matters with respect to the Debtor,
including, without limitation, matters involving federal, state and local Taxe.s in accordance with
25 . Sections 346, 505 and 1146 of the Bankruptcy Code;
26. H. To hear aiul determine any and all.applications; adversary proceedings and.
27. contested matters pending on the Effective Date or that may be commenced after the Effective
28 . Date as provided in the Plan;
-58-
. Exhibit \ -.

.
[ .
. ;
Appendix Part 2 Page 17 of34
I. To effectuate Distributions under, and performance ot: the proVisions of the Plan;
J. To h ~ a r and determine any motion to modify any provision of the Plan after
confirmation of the Plan, and, if in the best interests of the Debtor and Creditors, modification of
the Plan even after the Plan has been substantially consummated;
K. To correct any defect, cure any omission or re.concile any inconsistency in the
Plan,. the exhibits to the Plan or this Disclosure Statement and any documents executed in .
connection with the Plan, or any order of the .Bankruptcy Court, including the Confirmation
. . .
Order, as may be necessary to carry out the purposes and intent of the Plan;
L. To determine such other matters as may .be provided for in the Confirmation Order
or as may from time to time be authorized under the provisions of the Bankruptcy Code or any
other applicable law;
M. To enforce all orders, judgments, injunctions and exculpations issued or entered in
connection with the Case or the Plan;
N. To enter such orders as may be necessary or appropriate in aid of confirmation and
to facilitate implementation of the Plan, including, without limitation, any orders as may be
. appropriate in the event that the Confirmation Order is for any reason stayed, revoked, modified
or vacated;
. .
0. To determine any other matter not inconsistent with the Bankruptcy Code; and,
P. To issue a final decree closing the Case.
XIII ..
MODIFICATION OF THE PLAN; CRAMDOWN
A; Modification of the Plan. At any time prior to the confirmation of the Plan, the
. Committee may supplement, amend or modify the Plan, provided that after the voting with
respect to the Plan, the Committee will not make any modifications to the. Plan which affect
materially and adversely the interests of General Uruiecured Creditors under the Plan. The
Committee will provide to the Debtor notice of any such modification of the Plan, and an
opportunity to be heard thereon. After confirmation of the Plan, the Plan Agent may (i) apply to
the Bankruptcy Court to modify the Plan, notwithstanding im.y substantial consurmnation of the
-59-
. Exhibit _l_
.. Page 70
I
! .
i.
I
. I
I
l
Plan if in the best interests of the Debtor and Creditors; and (ii) apply tothe Bankruptcy Court to
remedy defects or omissions ih the Plan or to reconcile inconsistencies ih the Plan ..
B. Nonconsensual Confirmation. In tlle event that any impaired Class of Claims
should fail to accept the Plan ih accordance with Section 1129(a)(8) of the Bankruptcy Code, the
Comniittee (i) may request that the Bankruptcy Court confirm the Plan in accordance with
Section 1129(b) of the Bankruptcy Code, and (ii) may modify the Plan. ih accordance with
Section 1127(a) of the Bailkruptcy Code
XIV.
MISCELLANEOUS
A. . Payment of Statutory Fees. All quarterly fees due and payable to the United
States Trustee pursuant to 28 U.S.C. 1930(a)(6) will be paid ih full on or before the Effective
Date, or, to the extent such quarterly fees ~ e disputed, an adequate reserve will be established
and set aside for payment ih full thereof, as required by Section 1129(a)(12) of the Bankruptcy
Code. The Reorganized Debtor will remain responsible for the submission of quarterly reports to
the U.S. Trustee in connection with the timely payment of its quarterly fees due and payableafter
the Effective Date, until the Reorganized Debtor's Ca5e is closed, to the extent required by
. . .
28 U,S.C. l930(a)(6); based upon the post-Confirmation operations of the Reorganization Debtor.
The Plan Agent will be responsible for the submission of quarterly reports to the U.S. Trustee in
. connection with the timely payment of quarterly fees due .and payable after the Effective Date
based upon disbursements made by the Plan Agent to satisfy the Plan Obligations. If the Debtor
elects Option A under this Plan, the Reorganized Debtor shall be responsible for the payment of .
the quarterly fees dile and payable based upon disbursements made by the Plan Agent. Should
the Reorganized Debtor fail to timely tender such fees, the Plan Agent may, in his/her/its sole
discretion;. elect to tender payment of all or a portion. of such fees, with the Estate reimbursed for
such payments by the Reorganized Debtor or from liquidation of Assets subject to the Plan Note
. . . . .
lien. If the Debto.r elects Option B undedhis Plan, the Plan Agent shall be responsible for the
payment of quarterly fees from the proceeds of liquidation of Assets of the Estate.
~ 60-
Exhibit = ='=\ =-
Page . .:J.:7
(
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....

..23

td -5"' .
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Cas 8:10-bk-24771-RK Doc 812-1 Filed 11/23/11 EntE1red 11/23/11 15:24:10 Desc
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
. 18
19
20
21
22
23
24
25
26
27
28
B. Pavment Dates. Whenever any Distribution to be made under the Plan becomes
due on a day other than a Business Day, such Distribution will be made, withoutinterest,
on the following Business Day.
Other Documents and Actions. The Plan Agent may execute such other
documents and take such other actions as may be necessary or appropriate to effectuate the ..
transactions contemplated under the Plan.
D. Notices. Except as expressly set forth herein to the all notices and
requests in connection with the .Plan .must be in writing an.d must be hand delivered or sent by
facsimile, with a copy sent by first-class mail, addressed to:
TO THE DEBTOR:
James Penner
Vice President
13280 Chapman Avenue
Garden Grove, CA 92840
Telephone: (714) 971-4000
Facsimile: (714) 971-4252
WITHACOPYTO:
Marc J. Winthrop, Esq.
Winthrop Couchot Professional Corporation.
660 NeWport Center Drive, Suite 400
NeWport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
TO THE CO:MMITTEE OR THE PLAN AGENT:
Nanette D. Sanders, Esq.
Ringstad & Sanders, LLP
1030 Main Street, 1200
. NeWport Beach, CA 92614
Telephone: (949) 851-7450
Facsimile: (949)851-6926
All notices to any Creditor will be sent to it at its last known address or to tli.e last known
address of iis attorney of record .. Any such person may designate in writing any other address for
purposes of this paragraph, which designation will be effective on re.ceipt thereofby the Debtor.
E. Governing Law. Ucless a rule oflaw or procedure is supplied by federat law
(including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of California
. - 61 -
Exhibit _j_ .
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. . 2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23 .
24
25
.26
27
28
(without reference to its conflict of law rules) will govern the construction and implementation of
. . .
. the Plan and any agreements, documents, and instruments executed in connection with the Plart, .
unless otherwise specifically provided in such agreements, documents; or instruments.
F. Binding Effect. The Plan and all rights, duties and obligations thereunder will be
binding upon and inure to the benefit of the Debtor, the Reorganized Debtor, Creditors, the
Committee and their respective successors and assigtis.
G. . Successors and Assigns. The rights, benefits, and obligations of any entity named
or referred to in the Plan will be binding on, and will inure to the benefit of, the heirs, executors, .
administrators, suecessors, and assigns of such entity.
H, No Waiver. The failUre of the Debtor or any other entity to object to any Claim
for purposes of voting will not be deemed to be a waiver of the Debtor's or other entities' right to
object to or examine such Claim; in whole or in part.
I. Inconsistencies. In the event that the terms or provisions of the Plart are
inconsistent with the terms and provisions of the exhibits to the Plan, any document executed in
. . connection with the Plan, the Disclostire Statement, or the exhibits to the Disclosure Statement,
the terms Of the Plan will control.
J. Exemption from Certain Transfer TaxeS and Recording Fees. Pursuant to
Section 1146( c) of the Bankruptcy Code, anytninsfers the Debtor or the Plan Agentto the
. . . . .
Reorganized Debtor or to any other person or entity putsljant to, or implemented by, the Plan will
not be subject to any document recording tax, stamp. tax, conveyance fee, intangibles or similar
tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Ulliforrn
COmmercial Code filing or recording fee, or other similar tax or governmental aSsessment.. The
Confirmation Order will direct the appropriate state or local governmentai officials or agents to
. forego the collection of any such tax or governmental assessment and to accept for filing and
any ofthe foregoing instruments or other .documents without the payment of any such .
tax or governniental assessment.
K. Post-Confirmation Status Report. Within 180 days following the entry of the
Confirmation Order, the Plan Agent will file with the Bankruptcy Court a statu$ report explaining
62-
Exhibit_\-'-=-_
Page Q?/
i
.:
Case8:10-bk-24771-RK Doc812-1 Filed 11/23/11. Entered 11/23/1115:24:10. Desc
..
. the Reorgarilzed Debtor, and any who a rq!l(l$tfor
.3 notlee orderedh.Y lhf.l :Ball.lquptcyQpurt, further
4 status r<lpprts \ViU fil!'i4 ayeiy U!Q S\ltvd ..on the same ernities.
5
6 . :may file a motion to convertor dlsmiss4!)e:Case {lecjjo!lll ifth,te is adt{i!.iiltby:the
. 7 Reorganized Debtor in performfug; the. Plt\n. 'The Debtor tight to object
8 to an,y suchm:otiontorcoil.Vel'li\oil. otilhmfssaL
. .
'9. M. Changes in Rates Subject to.ReguJatory Commission APProval; The
1 0' 1\lld believes d!at:(he J)e\)(pr is (Sul;lJeetto governmental regulatory
1J l!pProval o:Nts rateS.
18.
19
2.0
21
. 22
23
24
25
26
27
28
N.
Bankruptcy Rule 3()22, tbel'I<Ut Agentortbe Reorganized l).btor m;'(y J'ilelimlltion\iii.tbthe

rsHol
.. . . . .. :. . / .. . ..
:By.; .... . .. .. . .... . .. . . ; . .
. Rickl'@e;,'Ch,air
I .-.- .
:Respectfully Submitted, <
; RINGSTAD & SANDERS, LLP
i

Nanette D. Sanders
Counsel for Official Committee of Creditors
Holding Unsecured
. '
. -63.-

Pa e
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. ;.
Case 8:10-bk-24771-RK. Doc 812-1 Filed11/23i11 Entered 11/23/1115:24:10 Desc
Appendix Part 2 . Page 22 of 34
. Crys_tal Cathedral Ministries
Chapter 7 Liquidation Analysis
General Assumptions
In chapter 7, a trustee (the "Chapter 7 Trustee") is appointed to manage a debtor's affairs and conduct a liquidation.
Accordingly, the Uquidation Analysis assumes the Debtor would be fon:ed to liquidate and would do so on an expedited,
but orderly basis under the supervision ofthe Chapter 7 trustee; The Debtor would be furced to cease substantially_ all
operations immediately and' use their cash position to liquidate their assets and pay priority claims. '
The likely consequences of the conversion of the Debtor's chapter 11 cases to cases under chapter 7 of the Bankruptcy
Code include the following:
' The Debtor assume an expedited but orderly Wind -'down of their businesses to maximize recovery values. While the.
Pebtors assume the majority ofthe wind-'down would be done In approximately 90 days, the ctimplete liquidation would
be expected to take six months.
Recoveries do not refleet any potential negative impact on the distributable value available w tho Debtors' creditors on
account ofariy potential-unknown and contingent liabilities, inclndlng, but not limited to, enviroiunental obligations and
litigation claims.
The table below summarizes the estimated proceeds that would be available for distribution to the Debtor's creditors In a
. I hypothetical liquidation of the Debtor's estates under chapter 7 of the Barikruptcy Code
. .
I .
Exhibit A
.Page ?f'Y
- - ~ ~ ~ ~ ~
. I
!
Case 8:10-bk-24771-RK Doc812-1 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
Cathedral Ministries
Chapter_ 7 Liquidation Aaalysis
Unrestricted Cash
ReStricted Cash & IDvostment
Cash Sutrender Value Inaumnce Policy
Accounts Receivable; net
Pledges Receivable, net
InventOJ)'.-net
PJ:epaid & Other ilsseti
Estilte
Residential Real Estate
Pennanondy .Installed Sculptures
Burial Spaces.
Wod<s of Art. Props & Other
. Furniture..Oftice Equipment &
. Gross Proceeds Available for Distrlbutfoii
Less:
Trustee.Fees
)"trofessional Fees
Wincl-dowit Costs
T01al Chapb:r 7 Claims
Net Proceeds Available for Distribution
Claims .
Proceeds AVailable for Claipls
Secured ClaimS
& Merchanls Bank (Class 3)

PriorilyTaxes(Class I)
MoJiOn Stanley (Class 8)
OE Capital Publio FilliiiiCe, rrni, (Class 4)
eanon Flnaocial Setviccs (Class S)
To)'<11a Motor Cml.it (Class 9)
. National Cily PNCEF (Class 6)
Credit Managers Alisociation (Class 7)
OthorTax Liens
Proceads for UnsecUmJ Cliims
Unsecured Claims
Priorny Unscou,.d Claims, BXol. "Taxes (Cliss II)
Qencml Un""ured (Class U)
Total Unsoc:u!'ed ClaiDJs
AllOr Repaymantto Cmliloni

U11ul. \',II ut It( ({J\ u 1 ",{, LIC)Idd.t!Hlll \ ,\IUl'
\'ole\ :1\ ul 7/ll/J J I 011 llq.!.h l O\\ l11:!h
[I] 3,022,582 100%
[2) . 6,147,937 4%
[3) -250,636
[4) 21,202
0%
0%
[S] 1,357,271 SO%
[6) 652,624.
14%
[7) 944,34S 17%
[8)
[9)
[10)
[8] 3,829,036
. [Ill
80'11
[12) . 22,85S,227 5%
39,080,860 144%
100%
[i3] 100%
[14] 100'11
100%
[IS) 1,301,414
100%.
[8] 34,444,614
[9) 848,000 100%
[16] 244,827 1011'11
[17] $71,837 0%
[18]. 82,544 . 0%
[18) 20,8S9 0%
[18] 0'/o
. [18] 100,000 0%
7,500 100'11
20,851 100%
36,641,103
18,790 100%
12,485,471 98%
12,504,261 98%
100% $ 3,022,S82
4% z,10,64S
0%
0%
1S% 678,636
27% 88,773
35% 162,104
49,500,000

100% 510,000
ZO%
165% .S6,41S,001
100% (1,7!S,700)
100% (343,140)
(3S8,974l
(2,417,814)
53,997,187 .
too% (1.30I,414l
52,695,773
(39,273,915)
.100% (848,000)
. 100% . (244,827)
0%
0%
0%.
0%
0%
100%
100% (20,8512
12,308,180
100% (18,790)

Nono
$ 3,022,582
240,645
1,017,953
177,546
334,212
53,332,000
. 1,069,500 .
637,500
4,571,04S
64,402,983
(1,955,339)
. (391,068)

(2,705,381)
61,697,602

60,396,188
(34,444,684)
(848,000)
(244,827)
(20,851)
24,837,825
(18,790)

!2,)33,564
12,333,564 ..
1.0\\ 111(;11 \\Lit\{.: (\fl \:\jl'f{0( I IHS \\ \IJ \Bil I f>H l !\Sl ( l!U.I) (I. \1\IS IX.:i7J,UUJ
i'IH).IH' I I I) l :\SI Cl IUD (I HI(_(}\ I J{\ ll,:'i!f-1,26!
HLC 0\ I R\ IUll'Yo
I.X(IS:-)I'IWC'Il.DS \llll{l{ll'\\\11\t f()(l(rBIIOHS (J,!l(,S,7..J2
2
_A .
Page
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I.
'
'
I
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Case 8:10-bk-24771-RK Doc 812-1 Filed 11/23/11 Entered 11/23/11 15:24:10 Desc
Crystal Cathedral MiniStries .
Cbap!er 7 Liquidation Analysis
Nofea & SigpJOqnt jg LlguJdatfo,n .AnsJytl
[J] tinrestticted cash cOnsist Of aD cish and liquid investmeniS with maturities of three months or less.
[1) Restricted cash & !nvestmenm consist oftcmpomrllyROtrickd wherObythe donor lmpostd.!Osfrictions have not been met- P.......,.dy rostricted
ilct assets are designated for specific puqloses by the donor. 'Fitese amounts a11hougb re<:orded in CCM's financial. ld&tement are nor available for distribution _for .
under a Chaptcr7llquidation with the .,.,aption of !be Academy ScholarShip Fuad which has a balance orSI,090,645, partially oflilet by a secUrily
lntcniStby Morimt Stanley of approximately $&71,837.
.[3] LilC insurance pollcles coasist of policies wheroby CCM is named as tho bcoCiiciary by a third party, Tho pollclos have an aggn:gatB faco value of$1.1
miU!on. ID. the eVent of a liquidation, we have assumed the polrey holders would change the beneficiary on the poliayrosultins in no procee45 to the estate upoa
Jiquldation.
[4) Accounts ...,.;vable consls18 of amounts pledged by do!IOIS 'for theCiystal CatJ:tedral Acadomy, Memorial Ganlens, Affiliates a ad Employee
Advances_. Due to the non-contractual nature of these amOunts. in the event of a assumed the donors would cease tO Oontributo or pay the
amounts ieeordcd by CCM.
[5] Plodges r<oelvable eonslsi ofnoncontlngent estate gifts (bequests). CCM has received noUncat!eo fiorn the estate ofthedollorthey ore the recipient ofth"e
. .
(6] Tho llquida.tion of inventory is to OCCW"tluollgh the sale of specific products over a shoit Period oflfmc. InventOries comprise of1hree primaly categories (i)
Offom for D!>nors, (ii) Office Supplies, and QiO Bookstore. The OffoJS fo.rllonors collsistprimarily ofpromotlonol materials thai Uj1011liquidation Is estimated to
have vory little w.tue. Office.Supplies consist oflcUcmead. envelopes and packaging materials with little or no value. Bookstoreinvcntory plimarlty consists of
books, jewelry and DVDs held for resole.
_(7] Prepaid & other consist oftelevisioti airtime. vendor loan fees aad tho cash surrender value of life insurance policlcs. The life iAswance: palioy
. has been segregated in tho analysis. It is_assumcd the.vast majority" of will not be Rltuidable wlUledeposit& will be.
(8] Cornrnewial,...l estate coosis!s ofmdproperiy located at 11051 Lowls Street. 1l141 Lewis Stree\, 13350 Chapman Ave and lll86 Salcmo Strcot, allloeated
in CA. Tbis real property also includes aeentetalywilh burial spaces currently beins maiketed for sale. The
11
loW' range of the liquidation value is
based on an offer to pU_n::base the real ProPertY fiom Chapman University dated J"u1y22. 2011, less a11 Citimated 1% for closinj: costs. 'J1Iele are no real estate
fees under the Chi.pmar). Univerlsty The ''highH end of the range consist oftbo.offcrftom the Roman Catholic Bishop or Orange, less an eslimated
;s% in closing eosts and BSSU[tling the Deb19r does not occupy the real property;
. purposes of this Liquidation eitd of the range for the Fanncm.& sis of the per their
interest through .July 3i, lOll plus de&Dit Interest. late mnturil)' charges and lcgal00$1a. The "High""end oftheiallgels cat!mato plus aecrued iotemst
through July 3 i,
[9] Residential real eState of a condominium .located at 31423 Coast Highway #33, Laguna BCaeh. CA secured by a first deed of trust. Balance includes
.accrued interest through 7131/11, Fair voluo wasdetennined based em iho results ora Seetion.363 aueUon held in August 2!)11.
(10] The unsolieitcd purebase the real estate includes in tho pur"chasc price. As a JeSuit. the. fuU amouot ofui0 of&r is
ineladed in theCommeroial Real Estate value and hes not been bifuroakd betWeen the captionS tilled Commercial Realllsuite aod Pennaoantly lnstaUed
.sculptu....
[II] Worl<s. i>f art consist of donated items not in thelinaoclal 'fhese itarns Wete appnU.ed by Rila Cbemers on Septomberl1, :1006 nt the
Rquest ofCCM and a ietail price for these items. Additionally. thole amouoes piopsand PerCCM's fuumcial
projection:&. these items haw an aggregate value of$750.000. We bave not had these items indqiendenily 8ppraiscd and have assumed 1bo value items
e:qual the. Debtor's estfnurte: of$7S0.000pet our "High" liquj.datlon value less a auction fcc.
(Ill Furniture, oflioe equipment and veilieles lnelude assets the! are sigoitloontly and may In signilioantliquidation valni Wo havo not
or Obtained an appraisal of these assets, howevei' used a conservltivo raitgo Of estimated pcrcontagcs."
[13] Professional fees. consist oftheestimated otiawyetS and aocountants employed by a Cbapter7 Tru- These amounts...; estimat<d at ZO% of the ..
,.,.., .... fees. . .
. : [14] Wind-d(JWD. costs include the costs of oonipany personnel to "assist with the finalBecounting. &r;Diliea maiotmanceand sale of assets by a Chapter
1 Trustee. The has been estiniated at two weeks of payroll.
[IS] Adminisirative claims oonslst. of post-petition llabUftles per the Monthly Opeiating Report filed with tho Office or the US Trust9.;,.. IIOCrlied interest to
Fanners & Men:hants, Grant &..BCG and Stanley on its reapeetive secured is included under tho caption "Secured Claim8".
[16) Per DObtors clslms anolysl.
[17] :rJu: loan Is secured by tho CCM Scholarship Fund with an accountbolance per the July lOll Moo!hly ot>ez11tlng Report.
(IS] Upon a liquidation, tho undetlying equipment win be returned to,the rospc;etive lender.
3
Exhibit A

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Case 8:10-bk-24771-RK Doc 812-1 Filed 11/23/11 Entered 11/23/1115:24:10 Desc
Appendix Part 2 . Page 25 of 34
EXHIBIT
1
'8"
FEASIBILITY ANALYSIS/KEY ASSUMPTIONS
The Creditors' Plan Is feasible, which means that confirmation of the Plan is not
likely to -be followed by the liquidation, or the need for further financial reorganization, of
. the Debtor or any successor to the Debtor under the Plan, unless such liquidation or
reoll!anization is proposed in the Plan.
There are at least two important asp6cts of a feasibility analysis. The first aspect
.considers whetherthe Plan proponent will have enough cash on hand on the !=ffective
Date of the Plan to pay all the Claims and expenses which are entitled to be paid ori
. .
. such date. The second aspect whether the proponent will have enough cash
over the life of the Plan to make the required Plan payments.
With respect to the first component, there is.sufficlent caSh on hand and available
' . ' . .
the D.ebtor to pay all Claims that the Plan proposes to be. paid on the Effective Date. :
:Attached as Exhibit 10 are financial projections (the "Financial Projections") to support
the Creditors' Plan. The Financial were prepared by the Debtor and .
provided to the Financial Advisor of the Official Committee of the !Jnsecured Creditors,
BSW & Associates on June 30, 2011. BSW & then changed certain of the
Debtors key asSIJmptions as described in Exhibit 10 based ori the foll01(;'ing:
Terms and conditions as set forth in the sale/leaseback and borrowing
with Chapman University;
. Cash balance as ofJuly 31, 2011;
Sale ofcertaln specifted personal properti assets ofthe Debtor; and .
. .
Distribution of the net proceeds received from such transactions to the
. . . . . . .
. creditors. of the estate in the manner described herein.
Exhibit B
. . Page f.t'f:J.._ .
.
Page.gq; ....
Case 8:10-bk-24771-RK . Doc 8 1 2 ~ 1 . Filed 11/23/.11 Entered 11/23/11 15:24:10 Desc .
Appendix Part 2 Page 26 of 34 .
THE FINANCIAL PROJECTIONS REPRESENT AN ESTIMATE OF FUTURE
PERFORMANCE BASED UPON CERTAIN ASSUMPTIONS. THESE FUTURE
. EVENTS MAY OR MAY NOTOCCUR, AND THE FINANCIAL PROJECTIONS MAY .
. . . .
.. NOT BE RELIED UPON AS A GUARANTEE OR OTHER ASSURANCE OF THE
ACTUAL RESULTS WHICH WILL OCCUR. BECAUSE OF THE UNCERTAINTIES
INHERENTIN PREDICTIONS OF FUTURE EVENTS AND EVENTS OUTSIDE OF.
. TI:IE DEBTORS' CONTROL, THE ACTUAL CASH. FLOW MAY WELL BE DIFFERENT
. THAN PREDICTED, AND SUCH DIFFERENCEMAY BE MATERIAL AND ADVERSE
TO THE INTERESTS OF CREDITORS A NO/OR INTEREST HOLDERS.
. . . . . .
Exhibit J3
.Fage ~
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Case8:10-bk-24771-RK Doc812-1. Filed 11/23/11. Entered 11/23/1115:24:10
. . .
The following Is a summary of the key assumptions to the financial projections:
Creditors'
Assumption Plan of Reorganization .
Effective Date January 1, 2012
Repayment term of Paid In full on the Efftctlve Date.
'
Unsecured. Claims
Real Estate Commissions The Plan provides for reimbursement of up
to $200,000 in diligence fees and
expenses to the non-prevailing bidder
or RCBO, only}.
'
Proceeds withheld from the sale of None.
Real Estate Assets to fund the
Debtor's cash requirements
Sale of Laguna Beach Gondo .
Sold prior to the Effective Date.
Sale of personal property assets None, unless the proceeds from the sale
of Real Property Assets and cash at the.
Effective Date are not sufficient to repay
creditors pursuant to the Plan of
. ..
Reorganization .
Exhibit '15.
Desc
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Crystal Cathedral MinistrieS, Debtor and DIP
. . .
Summary of Assumptions
C:lyaa! litllt.llnJ Mlllisria. Debtor flllfl DIP
_ ..
l'h1 in ;t-'llfiJ!)Ilon ttl the l),btor', to nncct the of thl' l'bn uf iration. Th<'
pro_j<:ctiuns, on 11 hkh cash ilmn appear to IJ<: h:1sc<.l. ;m: noll' nhl. Tlwsc t\lfrcr fru111 ,-c,ult' tluc tn the pcr!'umtar.cc ()f
1hc !kbwr ;millh!' fuwl r<'\1/lurion of dilim..
Gw.l llll:A"II:If.'li1'1t .
. -""'
""'J-.ll'laoi,....,(Y ..... )
GOC-
% Paid OD. Eff'Date flom A$:Set Salcli

Cashi1Et1'ective oa
-"capex-
--ot-oladca.lo
UtoliiYS&Wlgs,FLC
R&MS&Wlgs,FLC
BeucfilstPR Taxes as a% ofPayro11.

Payroll C.O.BJ!i:oiho""'
-
.,.
20%
7.65%
Sep-11
crctlitCJr, arc in full on the l:Hleti' e !bh' [r(ono the of
till' C<tsh on han(]
B;1lann: Jl<'r Uti.' .Jul.' 31, 2011 \Jomhly Opera tin!:
Pl.'r CF
l!N cr.tl by . lt's foot:t!!l' n' (ff EffNth< D;IU:
S4Mt!1if%joor)'CU,"""""'- .
BstitDate4 tedlldkm after tc:mUnatiOtl om.c tease. % buc4 on actUal costs
. mlucti3n &fta: lcrminatlon ofFLC 1cUC. % basccl ma aotUal costs

.. \lr!trcd tn no1 11rn<oolon:'. hHio\co
0..-.
Loos:OBO..- . (fo,m). Soc belOw
Leos: T.,.,.-eo.di!O..P&)"""' (J.1W Soc below
OwClolmJ 59.819
QraoogoCoouoolyPos>l'_,.....
OoaolgoCoouoolyTm<Ucas (Class 1)
.l'rlodii'Tm<Cbims
Qrong< Coouooly.,J Priority r .. r;:kiJms
LACoouootyTm<CoU"'"'
c;ECopftoo! ..
MorgmSianlcyBaook
CoDaftnl Valm

Toyo<a"-Cmllt

.ll"-a.ilmaa...
cmonPiiJancia! Sendccs
-om PNC-l'iooaoo<:i
Ill >< . .
<0 ::r. . .
(1) sr. Class510146
-T""'(Y"")
........... .
--
Applladfof.., . .
I . .
59,002
244,827
1,198
lOS/11-?
6,819
864,978
.fi.069.500l.
(204.52l}
1,117
18,'790 .
20,8$9
3%.324
417,183
100,000
1.993.483
2;093,483
120.8>9
2
.4.25%
7,l00
100%
.... Cooiooo Aooalyslo
iiMi.!@ii!M!i
Pu<looimo Allal)m
Class2
aus 4; C\IR' daim.
aesso;......,
PnHif of { 1,11111
Not, -llquldatlooo ofoo-.!llli4 ...,._of claim
aass Cla.bn -
a.. 11: Priorit)'Weaeaaims
OassS; """"'portion .
llDsccooul ioiClaSS U
""'6; ....... portkoo1
""""""'pootlooo; In Class 12
Prime+ 1%;
aass 7; secured
I" 1\( p ud fonm, "h on h.ln!l of nu '''N "31;:-
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. . .
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Appendix Part 2 Page 30 .of 34
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Ceystal oithedral Ministries, utbtor and DIP
Aallul Cab Plow Prajedieus
Cn:ditol"$
1
Pha
Ch 11
YtwJ
-0.0-
s 5,6'I8,0ss
FJ{lh<IJ<IiA-.
-CWms
(990,000)
Cwe.CWms (59,8!9)
0ranse: Co11Dity llld Claims . (30S,027)
Cla:lscS 2. o4 and 9 (1,056)
0... Nela>l:Jquldol!on"'"""" 204,S21
am tll'riorityUDsecu:redaaims

(l.OS7.170) .

s
3,0ll,S82 s 2,5!10,918 s Z,494,122 z.m,oos

HourofPDVHtlnCDmc . 2,210)62
4,040,Q23 . 4,069,190
u.;:.m..a....- Ql,460 . 1,527,434 1,sll1,259
.,_ ...... ,
. 354,109
-
&40,724
-
23,749 341,3S7 :220,1,2'1
-
Mc!rnoria1 GmlcnS'Izu:oaic 17,700 : ....... 27,264 .
28,981
--
(I ,3M) 3,600'
. (2,889)
(2, ... )
EscateDoaaliODS 625,000 1,511,250 1,556,583
193,726 202.785 204,420 210.552
7>104a.--
4,103,742 8$37,935
. 8,36$,352
1!,300,668
.
1'roCe$siollll (1,131,917) :(70l,Oll) (806J)34) (128.495)
Pa)lo11and Baldits
. (736,503) (1,185,212) (1,820,988)
Ucili'liei (345,471) (341,708) (:;'/3.476) (SOS,93S)
. (206,107) (4C6,2'12)

(!SS,250)
-
(IS9,1l2D) (431,6>3) (441,265) (454,507)
0\lMi-
(121,255) (322.fQ} (329,9&4) '(339,883)
Bulld!ao"""
(164,690) (399,208) (408,201) (420,447)

-
(2,510,ooo) .
(2,634,GOO)
-"""
(73,000)
(l?ll,lOO) .. (176,452}
F1.1n1Itme and FIXtUreS (80,579) (82.190) (84.6SS)
... -
'51!@
{2z601)
_ ... __
(2.9<8,236) . . (6,794,441)
C...FI#W ...... _
.......
...,.,. ,.,...
i,so<,nl
-Fromllooi-Sala,Nel 50,569,000
-
. -
. R<l=OofR<sUidcdCoah 106,667 40G,OOO 400,000, 400,000
"Adequirto PlCtcctioa OQ Cass 3 SeCured C1aliu
"""000)

-
(36,998,594)
--s..-laaimofo-I&BCO
(166,000)
Clas6 5, 6 SccuRd Qal:ms
-
(l20;s<9}
."1:1 !Ti
Class-7 $oci.Jm1Qaini
-
(7,500}
Pa,ymtms to Class 1,2 tJnsecuft:d Creditots
(12,502,067) .
._ .. au. 13 U.......Cmd!ton(.l'nsO!ao)
-
(900.000) (900.000) (229,259)
. (!) 5' Capital E ; tmiw 066,667)
f400l#J) (400,900) (400,(100)
. Ndc.sll Plow .
....... J.1.1<,962
_,.. .
s ....... 1)88 s z.494,U2 2,3l7,o0s
u
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Crystal Cathedral Ministries, De_litor and DIP
So...,. &Uses of Cask
Q-editors'l"'aD. of Reorganization
Ch II Pcdull UJ J I
Bcgiuuiog Cask
".5l!!!=
ftom Operations
Campus Sale, Net
Condo Sale, Net
Other Asse1 Sales, Net
Rd<ose ofll<sl>id<1 cash
'Teal Soarus
J.m"

F&Mitepaymeat. ino!ud!DgMquaro-.,
Condo
o-at llllseau<demntor.. .
Cash on Hand
CampusNetl'm<oeds
CoodoNetl'm<oeds
Other Ass<ISalcs

. loo-lllllllseau<demntor..
Tax Claims
Paymeols IOrOihcrSecmul aimos
. COpex
Total Uses
Cash Mditimis.(Dedo<:lioos)
ElldiagCask
Effeolive DaOo Plj'meDls, Net
... Seanlemntor..
llllseau<d CnodiWB (No&Josiolei)
.. NewCh&pm311Loon .
UasCcweclc..diWB (blsidc<)
. EDdlog Cosh
Yt':lrt 1.'car2 Yt:llJ Total
5 J,Gn,ssl $ J$8,088 $ 2,494,122 s 2;>Y/IJ05 s 3$8,088
1,1SS,S06 72ll,723 742,883 1,506,221 2,977.827 .
.
49,500,000
. .

.
1,069,500
. . . .
..
1,087,170
. .
1,087,170
soo,ooo .
34m.m
. .
36,m,S04
.
866,000
. .
866,000
. . .
. . . 12,501,406 . .
12,501,406
.
660
. .
660
. . . ..
.
900,000 900,000
. . .
5 . 3,67BI1U s 2,4,.,122 5 . 2;>1,1105 s 3,613,'J67 $
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Case 8:10-bk-24771"RK Doc 812-1 Filed 11/23/11 Entered 11/2.3/11 15:24:10 Desc
In re: CRYSTAL CATHEDRAL MINISTRIES CHAPTER 11
Debtor(s). CASE NUMBER 8:1()..24771 RK
NOTE: When using this form to Indicate service of a proposed: order, DO NOT list any person or entity in Category I.
Proposed orders do not generate an NEF because only orders that have been entered are placed on the CMIECF docket.
PROOF OF SERVICE OF DOCUMENT
I the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is:
2030 Main Street, Suite 1200, Irvine, CA 92614
A true and correct bopy of the foregoing document described as SECOND AMENDED CHAPTER 11 PLAN
.FILED BY THE OFFICIAL COMMITTEE OF CREDITORS HOLDING UNSECURED CLAIMS AS
MODIFIED AT CONFIRMATION HEARING wni be served or was served (a) on the judge in chambers in the
form and manner required by LBR 5005-2(d); and (b) in the manner indicated below:
I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING ("NEF"l- Pursuant to controlling General
Order(s) and Local Bankruptcy Rule(s) ("LBR"), the foregoing document will be served by the court via NEF and hyperlink
to the document. On November23, 2011 I checked the .CM/ECF docket for this bankruptcy case or adversary proceeding
and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email
address( as) indicated below:
Allison R Axenrod allison@claimsrecoveryllc.com
James C Bastian jbastian@shbllp.com
Jeffrey W Broker jbroker@brokerlaw.biz
Fra:ilk Cadigan frank.cadigan@usdoj.gov
Mark R Campbell mcampbell@maikcampbelllaw.com
Cathrine M Castaldi ccastaldi@rusmiliband.com
Patricia A Cirucci patricia.cirucci@sce.com
Jeff Cohen JC@SouthpawAsset.com
Doil Fisher dfisher@ptwww.com
BemardR Given bgiven@ftandzel.com, .
efiling@frandzel.com;shom@frandzel.com;bgiven@frandzel.com
. Robert P Goe lanurphy@goeforlaw.com, rgoe@goeforhiw.com;mforsythe@goeforlaw.com
Marshilll F Goldberg mgoldberg@glassgoldberg.com
.CarlGrumer cgrumer@manatt.com
Kavita Gupta kgupta@winthropcouchot.com
. EdwardS Kim ekim@hemar-rousso.com
Steveri B Lever sblever@leverlaw.com
Craig A Loren aloren@debtacquisitiongroup.com,
bschwab@debtacquisitiongroup.comtisarachek@debtacquisitiongroup.com
Lawrence C Meyerson lcmlaw@earthlink.net
Christopher Minier becky@ringstadlaw ,com
Michael S Mitchell . mike@deniaicomitchell.com
John D Monte johnmontelaw@gmail.com
Karen S. Naylor knaylor@burd-naylor.com
Vahak Papasian vahak@vaplaw.com, test@ecf.inforuptcy.com;vahak@ecf.iirl'oruptcy:com
SueY Park sparkcallahan@gmail.com
Thomas J Polis tom@polis-law.com
; .
!
This fonn Is It has been approved for use by the Uliled Stat<l\l Bankruptcy COUrt for the central District of Gali!Omia. '
January 2009 . . F 9013-3.1 I
Exhibit \ . . !
. Page.!.Ik:
In re: CRYSTAL CATHEDRAL MINISTRIES CHAPTER 11
Debtor(s). CASE NUMBER. 8:16-2477fRK
Richard J Reynolds glatimer@trlawyers.com
J alnes S Riley tgarza@sietrafunds.com
Todd C. Ringstad becky@ringstadlaw.com
Christopher 0 Rivas crivas@reedsmith.com
Nanette D Sanders becky@ringstadlaw.com
Meghan C Sherrill meghan.sherriil@troutmansanders.com
Ramesh Singh clirims@recoverycorp.com
Edward J Tredinnick etredinnick@greeneradovsky.com
United States Trustee (SA) ustpregionl6.sa.ecf@usdoj.gov
Michael A Wallin mwallin@sheppardmullin.com
Andrew F Whatnall awhatnall@daca4.com
Marc J Winthrop mwinthrop@winthropcouchot.com,
pj@winthropcouchot.com;vcorbin@winthropcouchot.com
Arnold H Wuhnnan Wuhrnian@serenitylls.com
Pamela Jan Zylstra zylstralaw@gmail.com
0 Service information continued on attached page
II. SERVED BY U.S. MAIL OR OVERNIGHT MAILCindicate method for each person or entity served):
. On the following person(s) and/or entity(ies) at the last known address( es) in this bankruptcy ease or adversary
proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage
prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here con.stitutes a declaration that
mailing to the judge will be completed no later than 24 hours after the document is filed. ,
D . Service information continued on attached page
. 111. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMiSSION OR EMAIL (indicate method for each person or
entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on . November 23.:20111 served the following person(s)
and/or entity(les) by personal delivery, or (for those who consented in writing to such service method), by facsimile
, transmission and/or email as follows. Listing the judge hera constitutes a declaration that personal delivery on the judge
will be completed no later than 24 hours after the document is filed.
Via Personal Delivery: Honorable Robart Kwan, U.S. Bankruptcy Court, RonaldHeagan Federal Building; 411 W. Fourth
St., Suite 5165, Sarita Ana, CA 92701-4593 . . . . .
. '
0 Service information c;ontinued on attached page
I declare under penalty of perjury under the laws of .the Unlted Sta.tes of
November 23, 2011 Becky Metzner
Type Name
This form Is mandato<Y. It has been approved for use by the United Slates Bankruptcy COurt for the Central District of California.
January 2009 . . f 9013-3.1
Exhibit__L_
Pageq3.
NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I.
Proposed orders do not generate an NEF because only orders that have been entered are placed on the CM/ECF docket.
PROOF OF SERVICE OF DOCUMENT
I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 2030
Main Street, Suite 1200, Irvine, CA 92614.
A true and correct copy of the foregoing document described as NOTICE OF MOTION AND MOTION BY
PLAN AGENT FOR AN ORDER ESTABLISIDNG PLAN EFFECTIVE DATE WITHOUT
REQUIRING IMMEDIATE DISTRIBUTIONS TO CLASS 12, 13 AND 14 CREDITORS PENDING
INSIDER CLAIMS ALLOWANCE OR ESTIMATION, OR, IN THE ALTERNATIVE, EXTENDING
THE EFFECTIVE DATE DEADLINE; DECLARATION OF NANETTE D. SANDERS IN SUPPORT
THEREOF will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-
2(d); and (b) in the manner indicated below:
I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING I"NEF"l- Pursuant to controlling General
Order(s) and Local Bankruptcy Rule(s) ("LBR"), the foregoing document will be served by the court via NEF and hyperlink
to the document. On April 3, 2012, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and
determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email
address(es) indicated below:
Franklin C Adams franklin.adams@bbklaw.com,
arthur.johnston@bbklaw.com;lisa.spencer@bbklaw.com;bknotices@bbklaw.com
Allison R Axenrod allison@claimsrecoveryllc.com
James C Bastian jbastian@shbllp.com
Jeffrey W Broker jbroker@brokerlaw.biz
Mark R Campbell mcampbell@markcampbelllaw.com
Patricia A Cirucci patricia.cirucci@sce.com
JeffCohen JC@SouthpawAsset.com
Don Fisher dfisher@ptwww.com
Bernard R Given bgiven@loeb.com
Marshall F Goldberg mgoldberg@glassgoldberg.com
Carl Grumer cgrumer@rnanatt.com
Kavita Gupta kgupta@winthropcouchot.com
Rika Kido rkido@shbllp.com
Edward S Kim ekim@hemar-rousso.com
Steven B Lever sblever@leverlaw.com
Craig A Loren aloren@debtacquisitiongroup.com,
bschwab@debtacquisitiongroup.com;jsarachek@debtacquisitiongroup.com
Alvin Mar alvin.mar@usdoj.gov
Lawrence C Meyerson lcmlaw@earthlink.net
Christopher Minier becky@ringstadlaw.com
Michael S Mitchell mike@demarcomitchell.com
John D Monte johnrnontelaw@gmail.com
Karen S. Naylor knaylor@burd-naylor.com
V ahak Papasian vahak@vaplaw.com, test@ecf.inforuptcy.com;vahak@ecf.inforuptcy.com
Sue Y Park sparkcallahan@gmail.com
Thomas J Polis tom@polis-law.com
This fonn is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
August2010 F 9013-3.1.PROOF.SERVICE
Richard J Reynolds glatimer@trlawyers.com
James S Riley tgarza@sierrafunds.com
Todd C. Ringstad becky@ringstadlaw.com
Christopher 0 Rivas crivas@reedsmith.com
Nanette D Sanders becky@ringstadlaw.com
Meghan C Sherrill meghan.sherrill@troutmansanders.com
Ramesh Singh claims@recoverycorp.com
Edward J Tredinnick etredinnick@greeneradovsky.com
United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov
Michael A Wallin mwallin@sheppardmullin.com
Andrew F Whatnall awhatnall@daca4.com
Marc J Winthrop mwinthrop@winthropcouchot.com,
pj@winthropcouchot.com;vcorbin@winthropcouchot.com
Arnold H Wuhrman Wuhrman@serenitylls.com
Pamela Jan Zylstra zylstralaw@gmail.com
II. SERVED BY U.S. MAIL OR OVERNIGHTMAIL(indicate method for each person or entity served):
On I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy
case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail,
first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes
a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.
Ill. SERVED BY PERSONAL DELIVERY. FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or
entitv served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on Apri/3. 2012. I served the following person(s) and/or
entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission
and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be
completed no later than 24 hours after the document is filed.
Via Personal Delivery: Honorable Robert Kwan, U.S. Bankruptcy Court, 255 East Temple S t r e e ~ Suite 1682, Los
Angeles, CA 90012
I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
t AA ~ CU fl/liC
April 3, 2012 Arlene Martin
Date Type Name s17}na{ure
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
August 2010 F 9013-3.1.PROOF.SERVICE

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