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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

IN RE: Bankruptcy No. 19-23178-CMB

SHOPPINGTOWN MALL NY LLC, Chapter 11

Debtor. Doc. No. ___

DISCLOSURE STATEMENT TO ACCOMPANY DEBTOR’S CHAPTER 11

PLAN OF REORGANIZATION DATED JANUARY 19, 2020

Kirk B. Burkley, Esquire

Sarah E. Wenrich, Esquire
BERNSTEIN-BURKLEY, P.C.
707 Grant Street, Gulf Tower
Suite 2200
Pittsburgh, PA 15219
Telephone: (412) 456-8108
Facsimile: (412) 456-8135
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DISCLOSURE STATEMENT
TO ACCOMPANY PLAN DATED JANUARY 19, 2020

ࡰ Chapter 11 Small Business (Check box only if debtor has elected to be considered a small
business under 11 U.S.C. §1121(e))

Debtor furnishes this disclosure statement to creditors in the above-captioned matter pursuant to
Bankruptcy Code §1125 to assist them in evaluating debtor's proposed Chapter 11 plan, a copy of
which is attached hereto. Creditors may vote for or against the plan of reorganization. Creditors
who wish to vote must complete their ballots and return them to the following address before the
deadline noted in the order approving the disclosure statement and fixing time. The Court will
schedule a hearing on the plan pursuant to 11 U.S.C. §1129.

ANY CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET
FORTH IN THE ACCOMPANYING CHAPTER 11 PLAN.

Address for return of ballots:

SHOPPINGTOWN MALL NY LLC

c/o Bernstein-Burkley, P.C.
Attn: Kirk B. Burkley, Esq.
707 Grant Street, Suite 2200
Pittsburgh, PA 15219

I. Background

1. Name of Debtor: Shoppingtown Mall NY LLC

2. Type of Debtor: Limited Liability Company

3. Debtor's Business or Employment: The Debtor owns and operates the shopping
center known as “ShoppingTown Mall” located at 3649 Erie Boulevard East,
Dewitt, NY 13214 (“Real Property” or “Shoppingtown Mall”).

4. Date of Chapter 11 Petition: August 13, 2019.

5. Events that Caused the Filing:

The Debtor’s filing of its chapter 11 petition for relief was caused in significant part by the
Debtor’s real estate tax obligations on its Real Property. The county is currently taxing the Debtor
on its Real Property based upon a valuation of approximately $36 million. However, based upon
the condition of the mall and other factors, including the overall decline of brick-and-mortar retail
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and shopping malls, the Debtor believes that the actual value of the Real Property is approximately
$3 million. Therefore, the Debtor’s current tax obligations are based upon a value that is more than
ten times its accurate valuation.

6. Anticipated Future of the Company & Source of this Information and Opinion:

The Reorganized Debtor will continue to operate ShoppingTown Mall as a shopping

mall, but the Reorganized Debtor will increase its rental revenue by obtaining tenants who are
not traditional retail stores. Specifically, the Debtor intends to market the available spaces in the
mall as potential office, healthcare, education, and entertainment concepts. The Debtor has
already expanded beyond retail tenants; various fitness tenants operate their business at
ShoppingTown Mall. In addition to the increased rental revenue that the Reorganized Debtor will
experience by further expanding its tenants, the Debtor’s Tax Assessment Appeal will result in a
substantial decrease of its real estate tax obligations

7. Summarize all Significant Features of the Plan Including When and How Each
Class of Creditor Will Be Paid and What, If Any, Liens Will Be Retained By Secured Creditors
or Granted to Any Creditor Under the Plan

A. Background

The Debtor operates ShoppingTown Mall in Dewitt, NY. ShoppingTown Mall has a
variety of tenants. Unlike many other shopping malls, ShoppingTown Mall has maintained
traffic to the Real Property by creating a mixed-use space which invites other types of tenants to
lease space. While ShoppingTown Mall’s tenants include retail stores, there are also other types
of tenants, such as fitness centers, which work to attract an array of consumers to the Real
Property.

The Reorganized Debtor intends to increase the diversity of the tenants at ShoppingTown
Mall to include office space, healthcare, entertainment concepts and more. As the success of
brick and mortar store has rapidly declined, the Debtor’s focus on non-retail stores will allow it
to increase its rental revenue while bringing more foot traffic to the retail stores already located
in ShoppingTown Mall.

B. Distribution Structure

All Allowed Administrative Expenses will be paid in full on the Effective Date of the
Plan.

Holders of Claims in Classes 1, 2, 3, and 4 shall receive an initial distribution ninety (90)
days after the effective date and shall receive a final distribution either seven (7) or twenty-five
(25) years from the Effective Date depending on the Holder’s ability and decision to have its
Claim treated as fully secured pursuant to 11 U.S.C. § 1111(b).
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Holders of Claims in Class 5 shall receive initial Distributions one month after the
Effective Date and shall receive final Distributions ten (10) years after the Effective Date.
Holders of Claims in Class 6 shall receive initial Distributions ninety (90) days after the
Effective Date and shall receive their final Distribution twenty-five (25) years from the Effective
Date.
Holders of Class 7 Claims shall receive their initial Distribution ninety (90) days after the
Effective Date and their final Distributions five (5) years after the Effective Date. If the Holder
of a Class 7 Claim instead elects to receive alternative treatment, then such holder shall receive a
single Distribution in full satisfaction of its Claim on the Effective Date.
Holders of Class 8 Claims shall receive their initial Distribution ninety (90) days after the
Effective Date and their final Distributions ten (10) years after the Effective Date.
Holders of Class 9 Claims shall receive their initial Distribution thirty (30) days after the
final Distribution is made to Allowed Class 7 Claims. Holders of Class 9 Claims shall receive its
final Distribution ten (10) years from the Effective Date.
Except for Holders Class 7 Allowed Claims who select alternative treatment and Holders
of Class 5 Claims, all other Allowed Claims shall be paid in quarterly Distributions. Holders of
Claims in Class 5 shall receive monthly Distributions.

C. Claim Treatment

Each Holder of a Class 1 Claim that does not elect to have its Class 1 Claim treated as
being fully secured pursuant to 11 U.S.C. § 1111(b) shall be paid one hundred percent (100%) of
its Allowed Class 1 Claim in quarterly Distributions at four percent (4%) interest amortized over
twenty-five (25) years with a balloon payment due seven (7) years after the Effective Date. If the
Holder of a Class 1 Claim makes an election for its Claim to be treated as fully secured pursuant
to 11 U.S.C. § 1111(b), then the Holder of such a Claim shall be paid one hundred percent (100%)
of its Allowed Class 1 Claim in quarterly Distributions at three percent (3%) interest amortized
over twenty-five (25) years. If any portion of the Claim is Disallowed, there shall be no
Distributions with respect to that portion.

Classes 2, 3, and 4 are made up of the Secured Claims of the County, the Town, and the
School District, respectively. Each Holder of an Allowed Class 2, 3, or 4 Claim shall be paid one
hundred percent (100%) of its Allowed Class 2, 3, or 4 Claim in quarterly distributions at four
percent (4%) interest amortized over twenty-five (25) years with a balloon payment due seven (7)
years after the Effective Date. Any portion of a Class 2, 3 or 4 Claim which is found to exceed the
value of the Real Property as determined by the Adversary Proceeding shall be Disallowed
pursuant to 11 U.S.C. § 502(b)(3) and not entitled to any Distribution.

If any Unsecured deficiency of a Class 2, 3, or 4 Claim is nonetheless determined by the

Court to be Allowed pursuant to a Final Order, then such a deficiency Claim shall be treated as a
Class 8 Claim unless the Holder of such Claim makes an election under 11 U.S.C. § 1111(b) for
its entire Claim to be treated as Secured. If the Holder of a Class 2, 3, or 4 Claim makes an election
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under 11 U.S.C. § 1111(b) for its Unsecured deficiency Claim to be treated as secured, then the
Holder of such a Class 2, 3, or 4 Claim shall instead be paid one hundred percent (100%) of its
Allowed Claim in quarterly distributions at three percent (3%) interest amortized over twenty-five
(25) years.

Claims of the DIP Lender shall be Class 5 Claims. On the Effective Date, the DIP Lender’s
revolving line of credit that was extended to the Debtor as DIP Facility shall be converted to the
Exit Facility revolving line of credit. The aggregate amount of the Outstanding DIP Loan and
additional amounts borrowed pursuant to the Exit Facility, inclusive of any and all applicable
interest, shall be the amount of the DIP Lender’s Allowed Class 5 Claim and shall be secured by
a first priority lien on the Debtor’s personal property and a lien on the Real Property, junior only
to valid and perfected liens on the Debtor’s Real Property as of the Petition Date and any
postpetition liens created in favor of the County of Onondaga County as a result of any of Debtor’s
unpaid post-petition real estate taxes. For a period of five (5) years from the Effective Date, The
DIP Lender shall receive monthly, interest-only payments in the amount of 3% interest on the
aggregate amount of the Outstanding DIP Facility and additional amounts borrowed pursuant to
the Exit Facility. Five (5) years from the Effective Date, the aggregate Outstanding DIP Facility
and additional amount borrowed as Exit Facility (the “Aggregate Loan Amount”) shall be
determined and the Aggregate Loan Amount shall be paid over an additional five (5) year period
at three percent (3%) interest in monthly distributions unless otherwise agreed to by the Debtor
and the DIP Lender

Each holder of a Class 6 Claim shall be paid one hundred percent (100%) of its Allowed
Class 6 Claim in quarterly Distributions without interest over five (5) years from the Effective
Date.

Class 7 shall consist of general Unsecured Creditors. Each Holder of a Class 7 Claim shall
be paid one hundred percent (100%) of its Claim in quarterly Distributions over a period of five
(5) years without interest. If, however, the Holder of a Class 7 Claim selects alternative treatment,
then the Holder of such a Class 7 Claim shall be paid fifty percent (50%) of its Allowed Claim in
a single distribution in full satisfaction of its Claim on the Effective Date of its Claim.

As noted above, class 8 shall consist of any Allowed deficiency Claims of the County,
Town, and/or School District’s Class 2, 3, and/or 4 Claims. Holders of Class 8 Claims shall be
paid in full over a period of ten (10) years from the Effective Date in quarterly Distributions
without interest.

Class 9 shall consist of the Claims of Insider unsecured creditors. Each Holder of a Class
9 Claim shall be paid one hundred percent (100%) of its Claim in quarterly Distributions over a
period of five (5) years beginning ninety (30) days from the final Distributions to Holders of Class
7 Claims.

Class 10 consists of the equity owners of the Debtor. Each Holder of a Class 10 Claim shall
retain its equity security interests held in the Debtor and shall receive no Distributions.
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Classes 1, 2, 3, 4, 5, 6, 7, 8, and 9 are all Impaired and Creditors with Claims in these
Classes are entitled to vote to accept or reject the Plan. Class 10 is Unimpaired and the Holder of
a Class 10 Claim is not entitled to vote to accept or reject the Plan.

8. Are All Monthly Operating Statements Current and on File With The Clerk of
Court?
Yes ___X____ No _______

9. Does the plan provided for releases of nondebtor parties? Specify which parties
and terms of release.

No, except that the Debtor and its members, owners, managers, partners,
subsidiaries, officers, directors, employees, and agents (including any attorneys,
accountants, financial advisors, investment bankers, property managers and other
professionals retained by Debtor or any such persons) shall have no liability to any
person for any act or omission in connection with, or arising out of, (i) the
Disclosure Statement, (ii) the Plan, (iii) the solicitation of votes for, and pursuit of
confirmation of, the Plan, (iv) the formulation, preparation, implementation or
consummation of the Plan, (v) the administration of the Plan or the property to be
distributed under the Plan or any contract, instrument, release or other agreement
or document created or entered into in connection with the Plan, or (vi) any other
act taken or omitted to be taken in connection with the Case, except for willful
misconduct or gross negligence as determined by a Final Order after exhaustion of
all rights of appeal, reconsideration or rehearing and, in all respects, shall be entitled
to rely upon the advice of counsel with respect to its duties and responsibilities
under the Plan and the Case.

10. Identify all executory contracts that are to be assumed or assumed and assigned.

Unless otherwise rejected, Debtor assumes all contracts and leases. Debtor reserves
the right to reject or assume contracts and/or leases through the Effective Date of
the Plan for which the Debtor will file a Supplement to the Plan.

11. Has a bar date been set? Yes ___X____ No _______

(If not, a motion to set the bar date has been filed simultaneously with the filing of
this disclosure statement.)

12. Has an election under 11 U.S.C. §1121(e) been filed with the Court to be treated as
a small business?
Yes _______ No ___X____
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13. Specify property that will be transferred subject to 11 U.S.C. §1146(c).

None.
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II. Creditors

A. Secured Claims
SECURED CLAIMS

Disputed (D)
Type of Liquidated Will Liens Be
Collateral Priority of (L) Retained Under
Total Amount Lien Unliquidated the Plan?
Creditor Owed Arrearages (1, 2, 3) (U) (Y) or (N)

The County, the Town, and/or the School $9,800,838.49 1 D Y

District to the extent and or all of them
holds or asserts liens on the Real Property
Onondaga County Department of Water $376,365.96 1 D Y
Environment Protection
Beacon Commercial Limited Outstanding 2 Y
amount of DIP
Loan as of
Effective Date

TOTAL $10,177,204.45

B. Priority Claims
PRIORITY CLAIMS

Total Amount
Creditor Owed Type of Collateral (D) (L) (U) *

Town of Dewitt Water Department $14,467.46 D

TOTAL $14,467.46
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C. Unsecured Claims

1. Amount Debtor Scheduled (Disputed and Undisputed) $5,265,745.99

2. Amount of Unscheduled Unsecured Claims 1 $350,000.00
3. Total Claims Scheduled or Filed $5,615,745.99
4. Amount Debtor Disputes $ 1,494,878.29
5. Estimated Allowable Unsecured Claims $4,120,867.70

III. Assets
ASSETS

The Debtor’s assets include the real property located at 3649 Erie Boulevard East, Dewitt, New York 13214. The Debtor’s personal
property includes a bank account with TD Bank with a balance of $43,239.82 as of November 30, 2019, a bank account with JPMorgan
Chase Bank, N.A. with a balance of $316,589.01 as of November 30, 2019, accounts receivables with a balance of $885,885.22 as of
November 30, 2019, office equipment and supplies valued at $11,765.00, a 2006 Ford F150 valued at $1,500.00, a 2006 Kubota RTV 900
valued at $2,500.00, am Isuzu flatbed truck valued at $2,000.00, and other machinery, fixtures, and equipment valued at $15,600.

1. Are any assets which appear on Schedule A or B of the bankruptcy petition not listed above?
If so, identify asset and explain why asset is not in estate:

No.

2. Are any assets listed above claimed as exempt? If so attach a copy of Schedule C and any amendments.

No.

1Includes (a.) unsecured claims filed by unscheduled creditors; (b.) that portion of any unsecured claim filed by a scheduled creditor that
exceeds the amount debtor scheduled; and (c.) any unsecured portion of any secured debt not previously scheduled.
PAWB Local Form 13 (07/13) Page 5 of 21
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IV. SUMMARY OF PLAN

1. Effective Date of Plan:

2. Will cramdown be sought? Debtor reserves the right to seek cramdown in the event any Class rejects the Plan

If Yes, state bar date: 12/31/2019

SECURED NON-TAX CLAIMS

Name of Creditor Class Amount Owed Summary of Proposed Treatment

Beacon Commercial Limited
5 Total amount outstanding On the Effective Date, the DIP Lender’s revolving line of credit that was
pursuant to the DIP extended to the Debtor as DIP Facility shall be converted to the Exit
Facility and Exit Facility, Facility revolving line of credit. The aggregate amount of the Outstanding
including applicable DIP Loan and additional amounts borrowed pursuant to the Exit Facility,
interest inclusive of any and all applicable interest, shall be the amount of the DIP
Lender’s Allowed Class 5 Claim and shall be secured by a first priority
lien on the Debtor’s personal property and a lien on the Real Property,
junior only to valid and perfected liens on the Debtor’s Real Property as of
the Petition Date and any postpetition liens created in favor of the County
of Onondaga County as a result of any of Debtor’s unpaid post-petition
real estate taxes. For a period of five (5) years from the Effective Date,
The DIP Lender shall receive monthly, interest-only payments in the
amount of 3% interest on the aggregate amount of the Outstanding DIP
Facility and additional amounts borrowed pursuant to the Exit Facility.
Five (5) years from the Effective Date, the aggregate Outstanding DIP
Facility and additional amount borrowed as Exit Facility (the “Aggregate
Loan Amount”) shall be determined and the Aggregate Loan Amount
shall be paid over an additional five (5) year period at three percent (3%)
interest in monthly distributions unless otherwise agreed to by the Debtor
and the DIP Lender

TOTAL To be determined
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3. Treatment of Secured Tax Claims

SECURED TAX CLAIMS

Name of Creditor Class Amount Owed Summary of Proposed Treatment

Onondaga County 1 $376,365.96 The secured portion of Onondaga County Department of Water Environment
Department of Water Protection’s secured, Class 1 Claim – as determined by the Adversary Proceeding
Environment Protection – shall be paid one hundred percent (100%) of the value of the Allowed Class 1
Claim with four percent (4%) interest amortized over twenty-five (25) years with
a balloon payment due seven (7) years after the Effective Date. If, however,
Onondaga County Department of Water Environment Protection makes an
election under 11 U.S.C. § 1111(b) for its entire Claim to be treated as a Secured
Claim, then the Holder of such a Class 1 Allowed Claim shall instead be paid one
hundred percent (100%) of its Allowed Class 1 Claim at three percent (3%)
interest amortized over twenty-five (25) years.
County of Onondaga, 2 $9,800,838.49 The Secured Class 2, 3, and 4 Claim(s) of the County, Town, and/or School
New York District – as determined by the Adversary Proceeding – shall be paid one hundred
percent (100%) of the value of the Allowed Class 2, 3, and 4 Claim(s) with four
percent (4%) interest amortized over twenty-five (25) years with a balloon
payment due seven (7) years after the Effective Date.
Town of Dewitt, New 3 To the extent that any Unsecured portion of a Class 2, 3, or 4 Claim is not
York Disallowed, then the Holder of such Claim shall be paid one hundred percent
(100%) of its Unsecured portion at without interest over a period of ten (10) years
from the Effective Date as a Class 8 Claim. However, if the Unsecured portion of
the Class 2, 3, or 4 Claim is not Disallowed and the Holder of such Claim elects
Jamesville-Dewitt 4 for its entire Allowed Claim to be treated as Secured, then the Holder of such a
Central School District Claim shall then be paid one hundred percent (100%) of its Allowed Class 2, 3, or
4 Claim at three percent (3%) interest amortized over twenty-five (25) years.

TOTAL $10,177,204.45
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5. Treatment of Administrative Non-Tax Claims 2

ADMINISTRATIVE NON-TAX CLAIMS

Name of Creditor* Amount Owed Type of Debt** Summary of Proposed Treatment and Date of First
Payment

All Professionals employed by the Approximately P Paid in full on Effective Date of the Plan
Debtor and as approved by the Court $250,000

6. Treatment of Administrative Tax Claims

ADMINISTRATIVE TAX CLAIMS

Name of Creditor* Amount Owed Type of Debt** Summary of Proposed Treatment and Date of First
Payment

None.

* Identify and Use Separate Line for Each Professional and Estimated Amount of Payment
** Type of Debt (P=Professional, TD=Trade, TX=Taxes)

PAWB Local Form 13 (07/13) Page 8 of 21

2 Include all §503(b) administrative claims.
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7. Treatment of Priority Non-Tax Claims

PRIORITY NON-TAX CLAIMS

Name of Creditor Class Amount Owed Summary of Proposed Treatment

None.

8. Treatment of Priority Tax Claims 1

PRIORITY TAX CLAIMS

Name of Creditor Class Amount Owed Summary of Proposed Treatment

Town of Dewitt Water Department
N/A $14,497.46 The scheduled Claim of the Town of Dewitt
Water Department is disputed. The Town of
Dewitt Water Department’s Allowed Claim will
be paid in full with statutory interest via quarterly
Distributions beginning ninety (90) from the
Petition Date and shall be paid in full no later than
August 13, 2024.

1
Include dates when any §507(a)(7) taxes were assessed.
PAWB Local Form 13 (07/13) Page 10 of 21
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9. Document
Treatment of General Unsecured Page 14 of 21
Non-Tax Claims

GENERAL UNSECURED NON-TAX CLAIMS

Percent of
Total Amount Dividend of
Creditor Class Owed Allowed Claim

Allied Universal Company Class 7 $60,826.38 100%

Alston & Bird Class 7 $298,706.24 100%

Brinker Restaurant Corporation Class 7 $0 100%

Brown Duke & Fogel, P.C. Class 7 $183,091.12 100%

C&S Sweeping, LLC Class 7 $2,892.68 100%

Canon Financial Services, Inc. Class 7 $290.35 100%

Christian Cruz Class 7 $0 100%

Comfort System USA Strategic Accounts, LLC Class 7 $250.00 100%

Day Automation Systems, Inc. Class 7 $498.96 100%

Desiree Yagan Class 7 $0 100%

Diane Gehrke Class 7 $0 100%

Evelyn M. Desantis Class 7 $0 100%

Foxscapes Class 7 $9,720.00 100%

Kone Class 7 $6,648.65 100%

Margaret Quakenbush Class 7 $0 100%

Master Supply Class 7 $292.49 100%

Michael and Shelly Cota Class 7 $0 100%

Mr Rooter of Greater Syracuse Class 7 $2,555.56 100%

National Grid Class 7 $3,074.27 100%

Property Restoration Class 7 $21,342.05 100%

Sandi Patterson Class 7 $0 100%

Shannon Tompkins Class 7 $350,000 100%

(Disputed)
Staples Business Advantage, Inc. Class 7 $38.42 100%
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Tenant Sales and Service Company Class 7 $1,526.19 100%

United Radio Class 7 $54.44 100%

Woodcook & Armani Class 7 $315.09 100%

TOTAL (if all Claims Allowed) $942,122.89

10. Treatment of General Unsecured Tax Claims

GENERAL UNSECURED TAX CLAIMS

Total Amount
Creditor Class Owed Percent of Dividend

Onondaga County Department of Water 6 Deficiency amount 100% without interest

Environment Protection from Allowed over five (5) years
Class 1 Secured
Claim
The County, the Town, and/or the 8 Potential Allowed 100% without interest
School District to the extent any or all of Deficiency amount over ten (10) years
them holds or asserts liens on the Real from Allowed
Property Class 2,3, and 4
Secured Claims

Will periodic payments be made to unsecured creditors?

Yes ___X___ No _____First payment to begin ninety (90) days after Effective Date of Plan.

If so:

Amount of each payment (aggregate to all unsecured claimants)

Based upon the total amount of scheduled and unscheduled claims, each
quarterly payment to general unsecured creditors would be $47,106.14.

Estimated date of first payment:

Ninety days from Effective Date.

Time period between payments:

3 months – payments to be made quarterly

Estimated date of last payment:

60 months from Effective Date

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Contingencies,Document
if any: Page 16 of 21

None

State source of funds for planned payments, including funds necessary for capital
replacement, repairs, or improvements:

The Debtor’s real estate taxes that it owes and is required to pay each year is
expected to decrease substantially as a result of the Tax Assessment Appeal,
which will increase available funds. Further, the Debtor will continue to operate
as ShoppingTown mall and its expansion into various different types of tenants
will increase the revenue generated by ShoppingTown Mall.

V. Comparison of Plan with Chapter 7 Liquidation

If Debtor's proposed Plan is not confirmed, the potential alternatives would include proposal of a
different plan, dismissal of the case or conversion of the case to Chapter 7. If this case is converted
to Chapter 7, a trustee will be appointed to liquidate the Debtor's non-exempt assets. In this event,
all secured claims and priority claims, including all expenses of administration, must be paid in
full before any distribution is made to unsecured claimants.

Total value of Chapter 7 estate (See Section III) $4,279,079.05

1. Less secured claims (See Section II A) $10,177,204.45

2. Less administrative claims (See Section IV-5-6

and include approximate Chapter 7 expenses) $250,000.00

3. Less other priority claims (See Section II B) $14,497.46

Total Amount Available for Distribution to Unsecured Creditors $0

Divided by total allowable unsecured claims of (See Section II C) $0

Percentage of Dividend to Unsecured Creditors: 0 %

Will the creditors fare better under the plan than they would in a Chapter 7 liquidation?

Yes __X_____ No ________

Explain:

In the event of a Chapter 7 Liquidation, Unsecured Creditors would not receive any
distributions. Further, the only secured creditors to receive any payment at all would be the Onondaga
County Department of Water Environment Protection and the County, Town, and/or School District as
their claims exceed the value of the Property. Under this proposed Plan, general Unsecured Creditors
instead receive the full value of their Allowed Claims payable over five years with no interest. Payment
in full of Allowed Claims’ values over five years without interest is more beneficial to Unsecured
Creditors than receiving no payments under a Chapter 7 liquidation.
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VI. Feasibility Document Page 17 of 21

Attached as Exhibit A are Cash Flow Projections for 10 years with potential property valuations
of $3 million, $4.5 million, and $7 million. The projections show that the Reorganized Debtor will
increase its revenue and substantially reduce its operating expenses as a result of the Tax Assessment
Appeal which will account for the actual value of the Debtor’s Real Property. This reduction in property
taxes owed by the Debtor will allow the Reorganized Debtor to focus its efforts on a successful
reorganization and increase its free cash flow, which will fund the Plan and allow the Reorganized
Debtor to more effectively market its Real Property for additional leasing opportunities. The Debtor
reserves the right to supplement this Disclosure Statement with updated projections as they become
available and such supplements shall be provided by the Debtor prior to any applicable objection
deadline set for the Disclosure Statement.

Therefore, rather than sell the Real Property, which may result in little to no proceeds available
to the Secured Creditors and/or the Unsecured Creditors, the Debtor’s Plan instead sets forth a feasible
reorganization. Debtor has performed extensive due diligence and has considered its financial situation
in determining that this Plan is in the best interests of its Creditors. Based upon the predicted cash flow
models, Debtor’s Plan is feasible and provides fair and reasonable treatment of its Creditors in light of
the alternative liquidation.

Estimated amount to be paid on effective date of plan, including administrative expenses.

$251,980.00

Show how this amount was calculated.

$250,000.00 Administrative Class

$0 Taxes
$0 Unsecured Creditors
$ 1,980.00 UST Fees

$251,980.00 TOTAL

What assumptions are made to justify the increase in cash available for the funding of the plan?

The Debtor expects to receive a substantial decrease in its real estate tax obligations as a result of
its currently pending tax appeal.

Will funds be available in the full amount for administrative expenses on the effective date of the plan?
From what source? If not available, why not and when will payments be made?

As a result of the decreasing real estate tax obligations, the Debtor will have the necessary funds
to make the full payment of administrative expenses on the Effective Date of the Plan. To the extent that
the Debtor does not have the necessary funds to pay the administrative expenses on the Effective Date, it
may draw on the DIP Facility, which shall be converted to the Exit Facility on the Effective Date.

Cash on hand $365,030.63 (as of 11/30/19). (most current bank statements attached as Exhibit B).
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Cash on hand $9,934.01 (Estimated amount available on date of confirmation)

If this amount is less than the amount necessary at confirmation, how will debtor make up the shortfall?

As stated above, the Debtor shall be permitted to borrow funds under the Exit Facility to pay the amount
necessary on the Effective Date. Additionally, Beacon and AT shall make an equity contribution in an
amount necessary to funds any then Allowed and unpaid professional fees.

VII. Management Salaries

MANAGEMENT SALARIES

Position/Name of Person Salary at Time of Proposed Salary

Holding Position Filing (Post-Confirmation)
N/A $ $

VIII. Identify the Effect on Plan Payments and Specify Each of the Following:

1. What, if any, litigation is pending?

There is pending litigation against Brinker Restaurant Corporation, Christian Cruz, Desiree Yagan,
Diane Gehrke, Evelyn M. Desantis, Margaret Quakenbush, Michael & Shelly Cota, Sandi Patterson, and
Shannon Tompkins. However, as of December 30, 2019, only Shannon Tompkins has filed a proof of
claim in response to these disputed unsecured claims as scheduled by Debtor.

There is also a pending tax assessment appeal for tax years 2017-2018, 2018-2019, and 2019-2020
regarding the value of the Real Property (collectively, the “Tax Assessment Appeals”). Additionally, the
Debtor has filed an adversary proceeding in this Case at AP Number 19-02166-CMB (the “Adversary
Proceeding”) to determine the value of the Secured Claims of Onondaga County Department of Water
Environment Protection and County of Onondaga, New York.

2. What, if any, litigation is proposed or contemplated?

The Debtor reserves all rights to object to any Claims and pursue any Recovery Actions, including,
but not limited to, preference Claims or Causes of Action under section 510, 542, 544, 545, 547, 548, 549,
550, and 553 of the Bankruptcy Code and other applicable bankruptcy law. Recovery Actions shall
include, specifically, any claims or rights of the Debtor or the Estate to recover damages or other relief
from government officials or government agencies (or others), including Benderson, as a result of any
conspiracy or other action to deprive Debtor of its property through any means.
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IX. Document
Additional Information and Comments Page 19 of 21

The Debtor and/or Reorganized Debtor intends to object to the to the Claim of the Other
Municipalities and Governmental Entities pursuant to 11 U.S.C. § 502(b)(3) to disallow any unsecured
portion of the County of Onondaga, New York’s Claim. The Debtor and/or Reorganized Debtor also
intends to object to the Claim of Shannon Thompkins.

X. Certification

The undersigned hereby certifies that the information herein is true and correct to the best of my
knowledge and belief formed after reasonable inquiry.

If Debtor is a corporation, attach a copy of corporate resolution authorizing the filing of this
Disclosure Statement and Plan.

If Debtor is a general partnership, attach a copy of the consent agreement of all general partners to
the filing of the bankruptcy.

/s/ Edward Sklyaroff January 19, 2020

Signature of Debtor Date
or Authorized Representative

/s/ Kirk B. Burkley________________ January 19, 2020

Debtor's Counsel Date

PAWB Local Form 13 (07/13) Page 16 of 21

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OPTIONAL TABLE

6. Treatment of Other Claims

INSIDER UNSECURED CREDITORS

Creditor Class Total Amount Owed Percent of Dividend of Allowed Claim

Maksin Legal Group, PLLC 9 $1,988,856.96 100%

Maksin & Maksin CPAs, PLLC 9 $965,813.00 100%

Moonbeam Leasing & Management 9 $1,141,743.00 100%

TOTAL $4,096,412.96 100%

PAWB Local Form 13 (07/13) Page 17 of 21

OPTIONAL TABLE
7. Treatment of Interest Holders (Other Than Equity Holders)
OTHER CLASSES OF INTEREST HOLDERS

Creditor Class Total Amount Owed Percent of Dividend

NONE
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8. Treatment of Equity Holders (Specify how the market test of Bank of America National Trust and Savings Association v. 203 North
LaSalle Street Partnership, 526 U.S. 434, 110 S.Ct. 1411 (1999), is met)
EQUITY HOLDERS

Creditor Class Total Amount Owed Percent of Dividend

Beacon Commercial Limited 10 0%
AT Realty 10 0%

A. Will periodic payments be made?

Yes ____ No __X___
If so:
Amount of each payment (aggregate to all claimants) $__0___________
Estimated date of first payment _____________
Time period between payments _____________
Estimated date of last payment _____________
Contingencies, if any:

PAWB Local Form 13 (07/13) Page 18 of 21