U.S. BANKRUPTCY COURT Case 09-30938-elp11 Doc 1189 Filed … · 2011. 6. 1. · case 09-30938-elp11...

SUSSMAN SHANK LLP, ATTORNEYS AT LAW 1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

RELATED RELIEF

Page 1 of 14 - ORDER: (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING VOTING RECORD DATE; (C) APPROVING SOLICITATION MATERIALS AND PROCEDURES FOR DISTRIBUTION THEREOF; (D) APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON PLAN; (E) SCHEDULING HEARING AND ESTABLISHING NOTICE AND OBJECTION PROCEDURES IN RESPECT OF CONFIRMATION OF PLAN; AND (F) GRANTING

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UNITED STATES BANKRUPTCY COURT DISTRICT OF OREGON

In re: SOCIETY OF JESUS, OREGON PROVINCE, an Oregon domestic nonprofit religious corporation, Debtor.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No. 09-30938-elp11 ORDER: (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING VOTING RECORD DATE; (C) APPROVING SOLICITATION MATERIALS AND PROCEDURES FOR DISTRIBUTION THEREOF; (D) APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON PLAN; (E) SCHEDULING HEARING AND ESTABLISHING NOTICE AND OBJECTION PROCEDURES IN RESPECT OF CONFIRMATION OF PLAN; AND (F) GRANTING RELATED RELIEF

Below is an Order of the Court.

_______________________________________ELIZABETH PERRIS

U.S. Bankruptcy Judge

U.S. BANKRUPTCY COURTDISTRICT OF OREGON

F I L E DMay 31, 2011

Clerk, U.S. Bankruptcy Court

Case 09-30938-elp11 Doc 1189 Filed 05/31/11



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Upon consideration of the motion (the “Motion”) of the Debtor in possession (the

“Debtor”) in the above-captioned chapter 11 case (the “Chapter 11 Case”), the Official

Committee for Unsecured Creditors (the “Committee”), and the Future Claimants

Representative (the “Future Claimants Representative” or “FCR”) (collectively, the

“Moving Parties” or “Proponents”) for entry of an order, pursuant to sections 105, 502,

1125, 1126 and 1128 of title 11 of the United States Code (the “Bankruptcy Code”),

Rules 2002, 3001, 3003, 3017, 3018 and 3020 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), and Rule 3017-1 of the Local Rules of Bankruptcy

Practice and Procedure of the United States Bankruptcy Court for the District of Oregon

(the “Local Rules”): (a) approving the Disclosure Statement (As Amended) Regarding

the First Modified Joint Plan of Reorganization dated May 27, 2011 (as the same may

be amended, modified, and/or supplemented, the “Disclosure Statement”); (b) fixing a

voting record date for purposes of determining which holders of Claims1 against the

Debtor are entitled to vote on the First Modified Joint Plan of Reorganization dated

May 27, 2011 (as the same may be amended, modified, and/or supplemented, the

“Plan”); (c) approving solicitation materials and procedures for distribution of the

Disclosure Statement and the Plan; (d) approving forms of Ballots and establishing

procedures for voting on the Plan; (e) scheduling a hearing and establishing notice and

objection procedures in respect of confirmation of the Plan; and (f) granting related

1 Capitalized terms used but not otherwise defined herein shall have the meanings that are ascribed to such terms in the Motion or the Plan.




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relief; and the Court having jurisdiction to consider the Motion and the relief requested

therein being a core proceeding pursuant to 28 U.S.C. §§ 157 and 1334; and venue

being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the

Proponents having filed with the Court the Disclosure Statement and the Plan; and the

Court having reviewed the Disclosure Statement, the Motion, and the responses

thereto, if any; and the Court having found and determined that the legal and factual

bases set forth in the Motion and at the Disclosure Statement Hearing establish just

cause for the relief granted herein; and sufficient notice of the Motion and the Disclosure

Statement Hearing having been given; and no other or further notice being necessary or

required; and it appearing to the Court, based upon the full record of this case, that the

Motion should be granted; and after due deliberation, and sufficient cause appearing

therefor,

IT IS HEREBY FOUND THAT:

A. The Proponents have the full organizational authority to propose

and prosecute the Plan and Disclosure Statement.

B. Notice of the Motion and the Disclosure Statement Hearing were

served as proposed in the Motion, and such notice constitutes good and sufficient

notice to all interested parties and no other or further notice need be provided.

C. The period, set forth below, during which the Proponents may

solicit acceptances of the Plan is a reasonable and adequate period of time under the




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circumstances for creditors entitled to vote to make an informed decision to accept or

reject the Plan. 3

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E. The notice substantially in the form annexed hereto as Exhibit 1

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D. The procedures for the solicitation and tabulation of votes to accept

or reject the Plan (as more fully set forth in the Motion and in this Order below) provide

for a fair and equitable voting process, and are consistent with section 1126 of the

Bankruptcy Code.

(the “Confirmation Hearing Notice”), the notice substantially in the form annexed hereto

as Exhibit 3 (the “Non-Voting Creditor Notice”), the notice substantially in the form

annexed hereto as Exhibit 4 (the “Publication Notice”), and the procedures set forth

below for providing such notices to creditors of the time, date, and place of the hearing

to consider confirmation of the Plan (the “Confirmation Hearing”), and the contents of

the Confirmation Hearing Notice, the Non-Voting Creditor Notice, and the Publication

Notice, comply with Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to

all creditors, or their legal representatives, and other interested parties.

F. The forms of Ballots annexed hereto as Exhibit 2-A through 2-D,

are sufficiently consistent with Official Form No. 14, adequately addresses the particular

needs of this Chapter 11 Case, and are appropriate for Classes 3, 3A, and 4 which are

classes entitled to vote to accept or reject the Plan.

G. The form of Ballot annexed hereto as Exhibit 2-E, is sufficiently




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consistent with Official Form No. 14, adequately addresses the particular needs of this

Chapter 11 Case, and are appropriate for all classes entitled to vote to accept or reject

the Plan other than Classes 3, 3A, and 4 . 4

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NOW THEREFOR,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. The Motion is GRANTED as set forth herein.

. The Disclosure Statement is approved as containing adequate

information within the meaning of section 1125 of the Bankruptcy Code.

3. May 16, 2011 is established as the voting record date (the “Voting

Record Date”) for purposes of this Order and determining which creditors are entitled to

vote on the Plan.

4. The Confirmation Hearing Notice, substantially in the form attached

hereto as Exhibit 1, is approved.

5. The Confirmation Hearing will commence on July 7, 2011

immediately following the hearing on the Motion to Approve Settlement Agreement,

Release and Policy Buyback with Safeco Insurance Company of America, including the

Sale of Insurance Policy Free and Clear of Liens, Claims, Encumbrances, and Other

Interests (the “Safeco Settlement Motion”) currently scheduled for July 7, 2011 at 9:30

a.m.; provided, however, that the Confirmation Hearing may be adjourned from time to

time by the Court or the Proponents without further notice at any time prior to the




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1 commencement of the Confirmation Hearing.

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6. Objections to confirmation of or proposed modifications to the Plan,

if any, must (a) be in writing; (b) state the name and mailing address of the objecting

party (which in the case of Abuse Claimants may be filed under seal); (c) state the

amount (if applicable) and nature of the Claim, if any, of such party; (d) state with

particularity the basis and nature of any objection to the Plan and, if practicable,

proposed modifications to the Plan that would resolve such objection; and (e) be filed,

together with proof of service, with the Court and served so that they are received by

the parties identified in the Confirmation Hearing Notice or the Non-Voting Creditor

Notice no later than 4:00 p.m. (PDT), on June 30, 2011 (the “Confirmation Objection

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Deadline”). Objections to confirmation of the Plan not timely filed and served in the

manner set forth above shall not be considered by the Bankruptcy Court and shall be

overruled.

7. The Proponents shall file their reply to objections, if any, to

confirmation of the Plan, on or before July 5, 2011 at 4:00 p.m. (PDT), and which reply,

in the case of an objection filed by an Abuse Claimant, may be filed under seal.

8. The Balloting Agent, Omni Management Group, LLC, shall serve,

on or before the Solicitation Commencement Date, the Confirmation Hearing Notice on

the Notice Parties.

9. The Debtor shall publish the Publication Notice once each in those




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newspapers listed on Exhibit 5 hereto at least twenty-eight (28) days before the

Confirmation Objection Deadline.

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2 Additionally, the Debtor and Balloting Agent shall

post the Confirmation Hearing Notice electronically on their websites,

www.nwjesuits.org and www.omnimgt.com/societyofjesus.

10. The Balloting Agent shall mail or cause to be mailed to holders of

Claims entitled to vote on the Plan (the “Voting Parties”), no later than 4:00 p.m. (PDT),

on June 2, 2011 (the “Solicitation Commencement Date”), a solicitation package (the

“Solicitation Package”), containing: (i) the Confirmation Hearing Notice, which shall set

forth, (a) this Court’s approval of the Disclosure Statement, (b) the Voting Deadline with

respect to the Plan, (c) the date and time of the Confirmation Hearing, and (d) the

deadline and procedures for filing objections to confirmation of the Plan; (ii) a copy of

the order approving this Motion (without exhibits); (iii) a copy of the Disclosure

Statement; (iv) a copy of the Plan, the Plan Documents and other exhibits annexed to

the Plan and the Plan Documents; and (v) the appropriate Ballot to accept or reject the

Plan and a self-addressed, return envelope. The Solicitation Package may also contain

letters from the Proponents advocating acceptance and confirmation of the Plan.

11. The Solicitation Packages and the proposed manner of service

thereof satisfy the requirements of Bankruptcy Rule 3017(d).

2 Publication in the Tundra Drums need not comply with this 28-day requirement and shall be published at least twenty-one (21) days before the Confirmation Objection Deadline.




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(a) all persons or entities identified on the Debtor’s schedules of liabilities filed pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule 1007 (as amended or modified prior to the Voting Record Date, the “Schedules

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2. Pursuant to Bankruptcy Rule 3017(d), the Balloting Agent is not

required to transmit a Solicitation Package to the Non-Voting Parties. The Balloting

Agent shall mail, or cause to be mailed, a Non-Voting Creditor Notice to each Non-

Voting Party on or before the Solicitation Commencement Date.

3. The Balloting Agent shall serve, on or before the Solicitation

Commencement Date, the Solicitation Packages, Confirmation Hearing Notices, and

Non-Voting Creditor Notices, as applicable, to:

”), excluding scheduled Claims that have been (i) superseded by a filed proof of claim prior to the Voting Record Date, (ii) disallowed or expunged, or (iii) paid in full, provided that the Balloting Agent may serve Abuse Claimants by sending only one (1) copy of the Solicitation Package on each counsel of record regardless of the number of Abuse Claimants represented by counsel of record and that counsel of record will receive individual Ballots for each Abuse Claimant client;

(b) all parties who filed proofs of claim, as reflected on the official claims register maintained by the Claims Agent, as of the close of business on the Voting Record Date, and whose Claims have not been disallowed or expunged prior to the Solicitation Commencement Date; and

(c) the assignee of a transferred and assigned Claim (whether a filed Claim or a Claim included on the Schedules) if the transfer and assignment has been noted on the Court’s docket and is effective pursuant to Bankruptcy Rule 3001(e) as of the close of business on the Voting Record Date.

14. With respect to addresses from which one or more prior notices

served in this case were returned as undeliverable, the Balloting Agent is excused from

distributing Solicitation Packages, Confirmation Hearing Notices, and Non-Voting

Creditor Notices, as applicable, to those entities listed at such addresses if the Debtor is




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unable, pursuant to a single Accurint® search, to obtain accurate addresses for such

entities before the Solicitation Commencement Date. 3

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16. The Proponents are authorized to make nonsubstantive changes to

the Disclosure Statement, the Plan, and related documents without further order of the

Court, including ministerial changes to correct typographical and grammatical errors,

and to make conforming changes among the Disclosure Statement, the Plan and any

other materials in the Solicitation Packages prior to mailing.

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17. The Balloting Agent will be subject to the same confidentiality

requirements as the Claims Agent pursuant to the Claims Bar Date Order entered on

June 11, 2009 [Docket No. 276] regarding all confidential creditor and claim information

described in the Claims Bar Date Order, including all ballots and other voting

information received from those creditors whose claim information is required to be kept

confidential, and will file any ballots and other voting information received from those

creditors, if required, under seal. The Balloting Agent shall maintain all Class 3 and 3A

Ballots under the same confidentiality rules set forth in the Claims Bar Date Order with

respect to the Tort Claims (as defined in the Claims Bar Date Order).

. The Balloting Agent is excused from re-distributing Solicitation

Packages, Confirmation Hearing Notices, and Non-Voting Creditor Notices that are

returned as undeliverable unless a forwarding address is provided.

18. June 30, 2011 at 4:00 p.m. (PDT) is established as the voting




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deadline (the “Voting Deadline

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”) for purposes of this Order and solicitation of votes with

respect to the Plan.

19. The Ballots, substantially in the form attached hereto as Exhibits 2-

A through 2-E are approved.

20. All Ballots must be properly executed, completed, and the original

thereof shall be delivered to the Balloting Agent so as to be actually received no later

than the Voting Deadline. Class 3 and 3A Ballots may be executed by the individual

claimant or an attorney who signed the Abuse Claimant’s proof of claim.

21. With respect to the Class 3 and 3A Claimants represented by

counsel, in lieu of service on each Claimant, one (1) Solicitation Package and

Confirmation Hearing Notice may be served on counsel for each holder of a Class 3 and

3A Claim at the law firm and address set forth in such Claimant’s proof of claim

(regardless of the number of Abuse Claimants represented by the counsel; provided

that counsel will receive a Ballot for each client), unless the Claimant has directed

otherwise.

22. Notwithstanding anything contained herein, the following

exceptions shall apply with respect to the voting and tabulation procedures:

(a) If a Claim is deemed Allowed under the Plan, such Claim is Allowed for voting purposes in the deemed Allowed amount set forth in the Plan.

(b) If a proof of claim was timely filed prior to the Voting Record Date in an amount that is liquidated and non-contingent, such Claim shall be deemed




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1 Temporarily Allowed for voting purposes only and not for purposes of allowance or distribution, in the amount set forth on the proof of claim.

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(e) If a proof of claim has not been timely filed prior to the Voting Record Date, or a Claim has not been otherwise Allowed prior to the Voting Record Date, and such Claim is reflected in the Debtor’s Schedules and is not listed as contingent, unliquidated or disputed, such Claim shall be Temporarily Allowed for voting purposes only in the amount reflected in the Debtor’s Schedules; provided

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c) If a proof of claim has been timely filed prior to the Voting Record

Date, and such Claim is wholly contingent or unliquidated, or is an Abuse Claim, such Claim shall be Temporarily Allowed for voting purposes only, and not for purposes of allowance or distribution, in an amount equal to $1.00.

d) If a proof of claim not alleging Abuse has been timely filed prior to the Voting Record Date and such Claim is unliquidated or contingent in part, such Claim be Temporarily Allowed for voting purposes only, and not for purposes of allowance or distribution, in the liquidated and non-contingent amount only.

, however, that a party whose Claim has been indefeasibly paid, in full or in part, shall only be permitted to vote the unpaid amount of such Claim, if any, to accept or reject the Plan.

(f) If a Claim has been scheduled by the Debtor and is wholly contingent or unliquidated (but not disputed), and has not be superseded by a proof of claim filed prior to the Voting Record Date, such claim shall be Temporarily Allowed for voting purposes only in an amount equal to $1.00.

(g) If a Claim has been estimated or otherwise Allowed for voting purposes by order of the Court, such claim is Temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only, and not for purposes of distribution.

(h) For purposes of voting, classification and treatment under the Plan, each entity that holds or has filed more than one (1) Claim, shall be treated as if such entity has only one (1) Claim in each applicable Class and the Claims filed by such entity shall be aggregated in each applicable Class and the total dollar amount of such entity’s Claims in each applicable Class shall be the sum of the aggregated Claims of such entity in each applicable Class.




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(c) Ballots that fail to indicate an acceptance or rejection of the Plan or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted.

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(e) Only Creditors or their attorneys may vote unless a properly executed, written power of attorney is submitted with each Ballot cast, which evidences such Creditor’s intention to have such other person complete and sign the Ballot on the Creditor’s behalf.

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. The following procedures and general assumptions shall be used in

tabulating the Ballots:

(a) For purposes of the numerosity requirement of section 1126(c) of the Bankruptcy Code, separate Claims held by a single Creditor in a particular Class will be aggregated as if such Creditor held one Claim against the Debtor in such Class, and the votes related to such Claims will be treated as a single vote to accept or reject the Plan.

b) Creditors must vote all of their Claims within a particular Class

either to accept or reject the Plan and may not split their vote. Accordingly, an individual Ballot or multiple Ballots with respect to multiple Claims within a single Class that partially rejects and partially accepts the Plan will not be counted.

(d) Only Ballots that are timely received with appropriate signature(s)

will be counted. Unsigned Ballots will not be counted.

f) Ballots postmarked prior to the Voting Deadline, but received after

the Voting Deadline, will not be counted. g) Ballots which are illegible, or contain insufficient information to

permit the identification of the Creditor, will not be counted. h) Whenever a Creditor casts more than one Ballot voting the same

Claim prior to the Voting Deadline, the last valid Ballot received prior to the Voting Deadline shall be deemed to reflect the voter’s intent and supersede any prior Ballots.

i) If a Creditor simultaneously casts inconsistent duplicate Ballots with

respect to the same Claim, such Ballots shall not be counted.




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(m) Ballots cast for Claims listed in the Debtor’s Schedules as disputed, for which no corresponding proof of claim was timely filed before the Voting Record Date, shall not be counted for voting or tabulation purposes.

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24. In the event any Class of Claims does not have a holder of an

Allowed Claim or a Claim Temporarily Allowed by the Court as of the date of the

Confirmation Hearing, such class or classes will be deemed eliminated from the Plan for

purposes of voting to accept or reject the Plan and for purposes of determining

acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the

Bankruptcy Code.

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25. In accordance with section 1125(e) of the Bankruptcy Code, to the

fullest extent permitted by law, the Proponents (including their directors, officers,

employees, shareholders, members, partners, agents, or representatives (including

j) Each Creditor shall be deemed to have voted the full amount of its Claim as Allowed or Temporarily Allowed. Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Balloting Agent and the Proponents, which determination shall be final and binding.

k) Any Ballot containing a vote that this Court determines, after notice

and a hearing, was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code shall not be counted for voting or tabulation purposes.

) Any Ballot cast by a person or entity that does not hold a Claim in a

Class that is entitled to vote to accept or reject the Plan shall not be counted for voting or tabulation purposes.

(n) Any Ballot transmitted to the Balloting Agent by facsimile or other

electronic means shall not be counted for voting or tabulation purposes.




Page 14 of 14 - ORDER: (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING VOTING RECORD DATE; (C) APPROVING SOLICITATION MATERIALS AND PROCEDURES FOR DISTRIBUTION THEREOF; (D) APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON PLAN; (E) SCHEDULING HEARING AND ESTABLISHING NOTICE AND OBJECTION PROCEDURES IN RESPECT OF CONFIRMATION OF PLAN; AND (F) GRANTING RELATED RELIEF

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attorneys, accountants, financial advisors, and investment bankers), each solely in their

capacity as such) shall not have any liability on account of soliciting votes on the Plan or

participating in such solicitation, or for violation of any applicable law, rule, or regulation

governing solicitation of acceptance or rejection of a plan. 4

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26. The Proponents are authorized to take or refrain from taking any

action necessary or appropriate to implement the terms of and the relief granted in this

Order without seeking further order of the Court, including, but not limited to, the making

of any payments reasonably necessary to perform the actions and distributions

contemplated herein.

27. This Court shall retain jurisdiction with respect to all matters related

to this Order.

# # # PRESENTED BY: SUSSMAN SHANK LLP /s/ Thomas W. Stilley ________________________________ Thomas W. Stilley, OSB No. 883167 Attorneys for Debtor c: ECF Participants See Attached List

F:\CLIENTS\19620\004\CONFIRMATION HEARING NOTICE\P-ORDER RE VOTING PROCEDURES MOTION (FINAL).DOC


Thomas W. Stilley, OSB No. 883167 Howard M. Levine, OSB No. 800730 SUSSMAN SHANK LLP 1000 SW Broadway, Suite 1400 Portland, OR 97205-3089 Telephone: (503) 227-1111 Facsimile: (503) 248-0130 E-Mail: [email protected] [email protected] Attorneys for Debtor and Debtor-In-Possession

Stephen S. Gray CRG PARTNERS GROUP, LLC 2 Atlantic Avenue Boston, MA 02110 Telephone: (617) 482-4242 Facsimile: (617) 482-9804 E-Mail: [email protected] Future Claimants Representative

James I. Stang (CA Bar No. 94435) Pamela E. Singer (CA Bar No. 224758) PACHULSKI STANG ZIEHL &

JONES LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, California 90067-4100 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 E-mail:[email protected] [email protected]

Attorneys for Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF OREGON

In re: Society of Jesus, Oregon Province, an Oregon domestic nonprofit religious corporation, Debtor.

Case No.: 09-30938-elp11 Chapter 11 Voting Deadline: June 30, 2011 at 4:00 p.m. (PDT) Confirmation Obj. Deadline: June 30, 2011 Confirmation Hearing Date: July 7, 2011 Confirmation Hearing Time: 9:30 a.m. (PDT)

NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) DEADLINE FOR

VOTING ON FIRST MODIFIED JOINT PLAN OF REORGANIZATION DATED MAY 27, 2011, (III) HEARING TO CONSIDER CONFIRMATION OF FIRST

MODIFIED JOINT PLAN OF REORGANIZATION DATED MAY 27, 2011, AND (IV) DEADLINE FOR FILING OBJECTIONS TO CONFIRMATION OF FIRST

MODIFIED JOINT PLAN OF REORGANIZATION

PLEASE TAKE NOTICE OF THE FOLLOWING:

1 Exhibit 1 Page 1 of 10


APPROVAL OF DISCLOSURE STATEMENT

1. By order dated May [__], 2011 (the “Disclosure Statement Order”), the United States Bankruptcy Court for the District of Oregon (the “Bankruptcy Court”) approved the Disclosure Statement Regarding First Modified Joint Plan of Reorganization Dated May 27, 2011 proposed by the Debtor, the Official Committee of Unsecured Creditors, and the Future Claimants Representative (as the same may be amended, modified, and/or supplemented, the “Disclosure Statement”) as containing adequate information within the meaning of section 1125 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”).

CONFIRMATION HEARING

2. On July 7, 2011 at 9:30 a.m. (Pacific Daylight Time), or as soon thereafter as counsel may be heard, a hearing (the “Confirmation Hearing”) will be held before the Honorable Elizabeth L. Perris, United States Bankruptcy Court for the District of Oregon, 1001 SW 5th Avenue, 7th Floor, Courtroom No. 1, Portland, Oregon 97204 to consider confirmation of the First Modified Joint Plan of Reorganization Dated May 27, 2011 proposed by the Debtor, the Official Committee of Unsecured Creditors, and the Future Claimants Representative (as the same may be amended, modified, and/or supplemented, the “Plan”).1 The Confirmation Hearing may be adjourned from time to time without further notice to creditors or other parties in interest by an announcement of such an adjournment in open court at the Confirmation Hearing. The Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the terms of the Plan, and other applicable law, without further notice, prior to, or as a result of, the Confirmation Hearing.

ENTITLEMENT TO VOTE ON PLAN

3. In accordance with the terms of the Plan and the Bankruptcy Code, holders of Claims against the Debtor that are impaired by the Plan and that will receive a distribution on account of such Claims are entitled to vote on the Plan. Holders of Claims that are unimpaired by the Plan are deemed to have accepted the Plan and therefore are not entitled to vote on the Plan. Holders of Claims that are expected to receive no distribution under the Plan are deemed to have rejected the Plan and therefore are not entitled to vote.

4. June 30, 2011, has been established by the Bankruptcy Court as the record date (the “Voting Record Date”) for determining the creditors entitled to receive solicitation or notice materials in connection with the Plan.

DEADLINE FOR VOTING ON THE PLAN

By the Disclosure Statement Order, the Bankruptcy Court established June 30, 2011 at 4:00 p.m. (Pacific Daylight Time) (the “Voting Deadline”) as the deadline by which Ballots accepting or rejecting the Plan must be voted (including elections provided for in the Plan and the Ballots). To be counted, your original Ballot must be actually received on or before the Voting Deadline by Omni Management Group, LLC (the “Balloting Agent”). Ballots may be (i) mailed, or (ii) delivered by hand during normal business hours, to: 1 All capitalized terms used in this Notice but not otherwise defined herein shall have the meanings ascribed to such terms in the Disclosure Statement Order or Plan, as applicable.



Society of Jesus, Oregon Province Balloting Agent

c/o Omni Management Group, LLC 16161 Ventura Blvd, Suite C

PMB 478 Encino, CA 91436

DEADLINE FOR OBJECTIONS TO CONFIRMATION OF THE PLAN

5. Any objection, comment, or response to confirmation of the Plan (including any supporting memoranda) must be filed with the Clerk of the Bankruptcy Court, 1001 SW 5th Avenue, 7th Floor, Portland, Oregon 97204, together with proof of service, on or before June 30, 2011 at 4:00 p.m. (Pacific Daylight Time) (the “Confirmation Objection Deadline”) and must (i) be in writing, (ii) state the name and address of the objecting party, (iii) state the amount (if applicable) and nature of the Claim of such party, (iv) state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection, and (v) be served on the following parties on or before the Confirmation Objection Deadline: (a) the Office of the United States Trustee for the District of Oregon, 620 SW Main Street, Suite 213, Portland, Oregon 97205, Attn: Vivienne M. Popperl, Esq.; (b) counsel for the Debtor, Sussman Shank LLP, 1000 SW Broadway, Suite 1400, Portland, OR 97205, Attn: Thomas W. Stilley, Esq. and Howard M. Levine, Esq. (c) counsel for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Boulevard, 11th Floor, Los Angeles, California 90067, Attn: James I. Stang, Esq.; (d) the Future Claimants Representative, CRG Partners Group, LLC, 2 Atlantic Avenue, Boston, Massachusetts 02110, Attn: Stephen S. Gray; and (e) counsel for Safeco Insurance Company of America, SNR Denton US LLP, 233 South Wacker Dr., Suite 7800, Chicago, IL 60606-6306, Attn: Robert B. Millner; (f) counsel for Fidelity and Guaranty Insurance Company and Travelers, Drinker Biddle & Reath LLP, 500 Campus Drive, Florham Park, NJ 07932, Attn: Michael P. Pompeo; and (g) counsel for Western World Insurance Company, Smith Freed & Eberhard P.C., 111 SW Fifth Avenue, Suite 4300, Portland, OR 97204, Attn. Rob S. May.

INJUNCTIONS, RELEASES, AND EXCULPATION

6. The Plan contains the following injunction, release, and exculpation provisions. Parties are encouraged to review Article 11 of the Plan.

a. Section 11.1 – Discharge Injunction

11.1 Discharge. Notwithstanding anything to the contrary in the Plan, on the Effective Date, pursuant to Section 1141(d) of the Bankruptcy Code, the Debtor and the Reorganized Debtor will be discharged from all liability for any and all Claims and Debts, known or unknown, whether or not giving rise to a right to payment or an equitable remedy, that arose, directly or indirectly, from any action, inaction, event, conduct, circumstance, happening, occurrence, agreement, or



obligation of the Debtor, or the Debtor’s Representatives before the Confirmation Date, or that otherwise arose before the Confirmation Date, including all interest, if any, on any such Claims and Debts, whether such interest accrued before or after the date of commencement of this Case, and including all Claims and Debts based upon or arising out of Abuse, and from any liability of the kind specified in Sections 502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (a) a proof of claim is filed or is deemed filed under Section 501 of the Bankruptcy Code; (b) such Claim is Allowed under this Plan; or (c) the holder of such Claim has accepted this Plan. 11.1.1 Section 11.1 of the Plan does not apply to (a) the obligations of any Non-Settling Insurers for any Claims; (b) the obligations arising under any settlement agreement between the Debtor and any Settling Insurer approved by the Bankruptcy Court, which are not and will not be discharged; (c) the performance by the Reorganized Debtor of any and all obligations due to the Non-Settling Insurers under their Insurance Policies with respect to any Abuse Claim, and (d) (i) a Person or Persons having personally committed an act or acts of Abuse resulting in a Claim against the Debtor or a Participating Party, (ii) the Society of Jesus; (iii) the Father General of the Society of Jesus and his predecessors, (iv) the Society of Jesus General Curia (v) a successor or predecessor of the Debtor to the extent of such successor’s or predecessor’s independent liability for an act or acts of Abuse; (vi) Gonzaga University; (vii) Seattle University; and (viii) the Jesuit High Schools.

11.2 Post-Petition Abuse Claims. Abuse Claims, other than Future Claims, arising or occurring after the Petition Date will not be discharged, released or impaired, with the exception of any Abuse Claim against a Settling Insurer.

11.3 Vesting. Except as otherwise expressly provided in this Plan or in the

Confirmation Order, on the Effective Date, the Reorganized Debtor (a) will be vested with all of the property of the Estate free and clear of all Claims, liens, encumbrances, charges and other interests of Creditors and Claimants; and (b) may hold, use, dispose, and otherwise deal with such property and conduct its affairs, in each case, free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court.

11.4 Exculpation And Limitation Of Liability. Except as expressly

provided in this Plan, none of the Exculpated Parties will have or incur any liability to, or be subject to any right of action by, any holder of a Claim, any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the Case, including the exercise of their respective business judgment and the performance of their respective fiduciary obligations, the pursuit of confirmation of the Plan, or the administration of the Plan or the Trust, except liability for their willful misconduct or gross negligence (provided however the Debtor and Reorganized Debtor will be discharged from any such liability for such acts or omissions occurring prior to the Confirmation Date), and in all respects, such parties will be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan or in the context of the Case.

11.5 Supplemental Injunction Preventing Prosecution of Abuse Claims

Against Settling Insurers. Pursuant to sections 105(a) and 363 of the Bankruptcy Code, any and all Persons and Entities who now hold or who may in the future hold Claims and Interests of any kind or nature (including all debt holders, all equity



holders, governmental, tax and regulatory authorities, lenders, trade and other creditors, Abuse Claimants, other insurers, and all others holding Claims or Interests of any kind or nature whatsoever) against the Debtor, the Reorganized Debtor, the Province, the Participating Parties, the Settling Insurers, the Settling Insurer Other Releasing Parties, or the Settling Insurer Policies, arising out of, relating to, or in connection with the Settling Insurer Policies or Abuse Claims are hereby permanently stayed, enjoined, barred, and restrained from taking any action, directly or indirectly, to assert, to enforce or to attempt to assert or enforce any such Claim and Interests against the Settling Insurers, the Settling Insurer Released Parties, and/or the Settling Insurer Policies.

11.6 Supplemental Injunctions Preventing Prosecution of Abuse Claims Against Safeco, Travelers, and Western World.

11.6.1 In accordance with the Safeco Settlement Agreement and the

Approval Order that approved the Agreement (as defined in the Safeco Settlement Agreement), pursuant to sections 105(a) and 363 of the Bankruptcy Code, any and all Persons and Entities who now hold or who may in the future hold any Claims (as defined in the Safeco Settlement Agreement) or Interests (as defined in the Safeco Settlement Agreement) of any kind or nature (including, without limitation, all debt holders, all equity holders, governmental, tax and regulatory authorities, lenders, trade and other creditors, Tort Claim (as defined in the Safeco Settlement Agreement) holders, other insurers, and all others holding Claims (as defined in the Safeco Settlement Agreement) or Interests (as defined in the Safeco Settlement Agreement) of any kind or nature whatsoever) against SJOP, Safeco Other Releasing Parties, Safeco, Safeco Released Parties, or the Safeco Policies, relating to or in connection with the Safeco Policies, Tort Claims (as defined in the Safeco Settlement Agreement), or Abuse Claims (as defined in the Plan), are hereby permanently stayed, enjoined, barred, and restrained from taking any action, directly or indirectly, to assert, to enforce or to attempt to assert or enforce any such Claim (as defined in the Safeco Settlement Agreement) or Interest (as defined in the Safeco Settlement Agreement) against Safeco, the Safeco Released Parties, and/or the Safeco Policies. 11.6.2 Pursuant to sections 105(a) and 363 of the Bankruptcy Code and in consideration of the undertakings of Travelers pursuant to the Travelers Settlement Agreement, including any of the Travelers’ purchases of Travelers Policies from the Debtor free and clear of all Claims (as defined in the Travelers Settlement Agreement) and Interests pursuant to Section 363(f) of the Bankruptcy Code, any and all Persons and Entities who have held, now hold or who may in the future hold Claims (as defined in the Travelers Settlement Agreement) or Interests of any kind or nature (including all debt holders, all equity holders, governmental, tax and regulatory authorities, lenders, trade and other creditors, Abuse Claimants, Future Abuse Claimants, Tort Claimants (as defined in the Travelers Settlement Agreement), other insurers, and all others holding Claims or Interests of any kind or nature whatsoever) against the Debtor, the Estate, the Province, Travelers Other



Releasing Parties, Travelers, Travelers Released Parties, or the Travelers Policies, arising out of, relating to, or in connection with the Travelers Policies, Abuse Claims, and/or Tort Claims (as defined in the Travelers Settlement Agreement), are hereby permanently stayed, enjoined, barred, and restrained from taking any action, directly or indirectly, to assert, to enforce or to attempt to assert or enforce any such Claim (as defined in the Travelers Settlement Agreement) or Interest against Travelers, Travelers Released Parties, and/or the Travelers Policies. 11.6.3 In accordance with the Western World Settlement Agreement and the Approval Order that approved the Agreement (as defined in the Western World Settlement Agreement), pursuant to sections 105(a) and 363 of the Bankruptcy Code, any and all Persons and Entities who now hold or who may in the future hold any Claims (as defined in the Western World Settlement Agreement) or Interests (as defined in the Western World Settlement Agreement) of any kind or nature (including, without limitation, all debt holders, all equity holders, governmental, tax and regulatory authorities, lenders, trade and other creditors, Tort Claim (as defined in the Western World Settlement Agreement) holders, other insurers, and all others holding Claims (as defined in the Western World Settlement Agreement) or Interests (as defined in the Western World Settlement Agreement) of any kind or nature whatsoever) against SJOP, Western World Other Releasing Parties, Western World, Western World Released Parties, or the Western World Policies, relating to or in connection with the Western World Policies, Tort Claims (as defined in the Western World Settlement Agreement), or Abuse Claims (as defined in the Plan), are hereby permanently stayed, enjoined, barred, and restrained from taking any action, directly or indirectly, to assert, to enforce or to attempt to assert or enforce any such Claim (as defined in the Western World Settlement Agreement) or Interest (as defined in the Western World Settlement Agreement) against Western World, the Western World Released Parties, and/or the Western World Policies.

11.6.4 Any Insurer, other than Safeco, Travelers, and Western World, that becomes a Settling Insurer and signs a settlement agreement substantially in the form of the Safeco Settlement Agreement, shall be entitled to the benefits, including all injunctions, as set forth in the form of settlement agreement signed by such Insurer.

11.7 Channeling Injunction Preventing Prosecution of Abuse Claims

Against Channeling Injunction Beneficiaries. In consideration of the undertakings of the Channeling Injunction Beneficiaries, pursuant to their respective settlements with the Debtor and/or a Participating Party, the funding of the Trust, other consideration, and to further preserve and promote the agreements between and among the Channeling Injunction Beneficiaries, and the protections afforded the Channeling Injunction Beneficiaries, and pursuant to section 105 of the Bankruptcy Code:

(a) any and all Channeled Claims are channeled into the Trust; and



(b) all Persons or Entities that have held or asserted, hold or assert, or may in the future hold or assert, any Channeled Claim are hereby permanently stayed, enjoined, barred and restrained from taking any action, directly or indirectly, for the purposes of asserting, enforcing, or attempting to assert or enforce any Channeled Claim, including:

(i) commencing or continuing in any manner any action or other

proceeding of any kind with respect to any Channeled Claim against any Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors, or against the property of any Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors;

(ii) enforcing, attaching, collecting or recovering, by any manner or

means, from any Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors, or from the property of any Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors, with respect to any such Channeled Claim, any judgment, award, decree, or order against any Channeling Injunction Beneficiaries, or other Person or Entity;

(iii) creating, perfecting or enforcing any lien of any kind against any

Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors, or the property of any Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors, with respect to any such Channeled Claim; and

(iv) asserting, implementing or effectuating any Channeled Claim of

any kind against:

(1) any obligation due any Channeling Injunction Beneficiaries, their respective predecessors, successors, and assigns, or their respective employees, officers, and directors;

(2) any Channeling Injunction Beneficiaries, their respective

predecessors, successors, and assigns, or their respective employees, officers, and directors; or

(3) the property of any Channeling Injunction Beneficiaries,

their respective predecessors, successors, and assigns, or their respective employees, officers and directors, with respect to any such Channeled Claim.

Notwithstanding any provision of this Plan, the foregoing “Channeling

Injunction Preventing Prosecution of Abuse Claims Against Channeling Injunction Beneficiaries” provides absolutely no protection to (i) a Person or Persons having



personally committed an act or acts of Abuse resulting in a Claim against the Debtor or a Participating Party, (ii) the Society of Jesus; (iii) the Father General of the Society of Jesus and his predecessors, (iv) the Society of Jesus General Curia; (v) a successor or predecessor of the Debtor to the extent of such successor’s or predecessor’s independent liability for an act or acts of Abuse; (vi) Gonzaga University; (vii) Seattle University; and (viii) the Jesuit High Schools.

11.7.1 To the extent not otherwise enjoined in Section 11.6, assertion and enforcement of Channeled Claims, and any attempt to assert or enforce such Claims, by any Person or Entity, against Safeco, the Safeco Released Parties, Travelers, the Travelers Released Parties, Western World, and the Western World Released Parties is hereby permanently stayed, enjoined, barred, and restrained. 11.7.2 Pursuant to Paragraph N of the [Proposed] Order Approving Settlement Agreement with Safeco Including Sale of Insurance Policies, and Section 1.1.21 of the Safeco Settlement Agreement, Safeco, the Safeco Released Parties, Travelers, the Travelers Released Parties, Western World, and the Western World Released Parties are entitled to and hereby shall receive the benefits and protections of the injunctions in Sections 11.5 and 11.7 of this Plan as if Section 11.5 and 11.7 of the Plan applied specifically to Safeco, the Safeco Released Parties, Travelers, the Travelers Released Parties, Western World, and the Western World Released Parties.

11.8 Term of Injunctions or Stays and Confirmation of Settlements With Settling Insurers, Released Parties, and Participating Parties. All injunctions and/or stays provided for in this Plan, the injunctive provisions of Sections 524 and 1141 of the Bankruptcy Code, and all injunctions or stays protecting Safeco, the Safeco Released Parties, Travelers, the Travelers Released Parties, Western World, the Western World Released Parties, Settling Insurers, Settling Insurer Released Party, Released Parties, and/or Participating Parties, and their respective predecessors, successors, and assigns, including Safeco, Travelers, Western World, or any other Settling Insurer that has purchased its Insurance Policy or Policies in a Section 363 Sale, are permanent and will remain in full force and effect following the Effective Date and are not subject to being vacated or modified. Debtor’s settlement agreements, if any, with Safeco, Travelers, Western World, the Settling Insurers, the Released Parties, and the Participating Parties previously authorized by the Bankruptcy Court are hereby affirmed and any obligations of Debtor with respect to such settlement agreements shall be assumed by the Reorganized Debtor and Trustee, as applicable, on the Effective Date. None of the injunctions or stays under the Plan provide any protection whatsoever to (i) a Person or Persons having personally committed an act or acts of Abuse resulting in a Claim against the Debtor or a Participating Party, (ii) the Society of Jesus; (iii) the Father General of the Society of Jesus and his predecessors or (iv) the Society of Jesus General Curia; (v) a successor or predecessor of the Debtor to the extent of such successor’s or predecessor’s independent liability for an act or acts of Abuse; (vi) Gonzaga University; (vii) Seattle University; and (viii) the Jesuit High Schools.

11.9 Release of Avoidance Claims Against Participating Parties and Settling Insurers. On the Effective Date, all Avoidance Claims, including those arising under Sections 544, 547, 548, 549, 550, and 553 of the Bankruptcy Code, against



each of the Participating Parties and the Settling Insurers, and the Debtor and Reorganized Debtor as trustee of the Arcas (and any other Person or Entity that may be determined to be a trustee of the Arcas), and each of their predecessors, successors, and assigns, shall be deemed settled, compromised, and released by this Plan. The foregoing release has absolutely no application to the Avoidance Actions set forth on Exhibit 11.9.

ASSIGNMENT OF ABUSE CLAIMS TO TRUST; APPOINTMENT OF TRUSTEE AS ATTORNEY IN FACT

7. Section 5.1.2 of the Plan provides:

5.1.2 On the Effective Date, and without any further action by any party,

each Class 3 and 3A Claimant who has elected to use Allocation Plans I, II or III to the extent permitted by the Plan, shall be deemed to have assigned to the Trust that Claimant’s Class 3 or 3A Abuse Claim against the Debtor and each of the Participating Parties, if such assignment is valid. If such assignment is determined by the Bankruptcy Court not to be valid, then each Class 3 and 3A Claimant will retain that Claimant’s Class 3 or 3A Abuse Claim and shall be deemed to have appointed the Trustee as his or her attorney in fact for the purpose of: (a) asserting his or her Class 3 or 3A Abuse Claim against the Reorganized Debtor and/or the Participating Parties, subject to the provisions of Section 6.9 of this Plan and (b) provided that such Abuse Claim results in a judgment against the Reorganized Debtor, asserting any rights that such Class 3 or 3A Claimant may have against any Non-Settling Insurer. All recoveries received on account of such Abuse Claims shall be deemed to be held in trust for the benefit of the Trust and shall be remitted to the Trust as soon as practicable following the Class 3 or 3A Claimant’s receipt of such Insurance Recoveries. The determination of whether the assignment by the Class 3 and 3A Claimants’ of the Class 3 and 3A Abuse Claims to the Trust is valid shall be made by the Bankruptcy Court at the Confirmation Hearing. A determination that such assignment of the Class 3 and 3A Abuse Claims to the Trust is valid shall include, inter alia, a determination that the assignment in no way affects the ability of the Trust to pursue collection of the Class 3 and 3A Abuse Claims from the Non-Settling Insurers, and each of them. That determination shall be binding upon all parties receiving notice of the Confirmation Hearing, which shall include notice of this provision. If a party in interest, including Non-Settling Insurers, fails to timely file an objection to the proposed assignment by the deadline for filing objections to confirmation of this Plan, that party in interest shall be deemed to have irrevocably consented to the assignment and will be forever barred from asserting that the assignment in any way affects the ability of the Trust to pursue collection of the Class 3 and 3A Abuse Claims from the Non-Settling Insurers, and each of them.

8. Section 5.5.2 of the Plan provides: 5.5.2 On the Effective Date, and without any further action by any party, each

Class 4 Claimant shall be deemed to have assigned to the Trust that Class 4 Claimant’s Class 4 Claim against the Debtor and each of the Participating Parties, if such assignment is valid. If such assignment is determined by the Bankruptcy Court not to be valid, then



10

each Class 4 Claimant will retain that Claimant’s Class 4 Claim and shall be deemed to have appointed the Trustee as his or her attorney-in-fact for the purpose of: (a) asserting his or her Class 4 Claim against the Reorganized Debtor and the Participating Parties, subject to the provisions of Section 6.9 of this Plan and (b) provided that such Abuse Claim results in a judgment against the Reorganized Debtor, asserting any rights that such Class 4 Claimant may have against any Non-Settling Insurer. All recoveries received on account of such Claims shall be deemed to be held in trust for the benefit of the Trustee and shall be remitted to the Trustee as soon as practicable following the Class 4 Claimant’s receipt of such Insurance Recoveries. The determination of whether the assignment of the Class 4 Claimants’ Abuse Claims to the Trust is valid shall be made by the Bankruptcy Court at the Confirmation Hearing. A determination that such assignment of the Class 4 Claims to the Trust is valid shall include, inter alia, a determination that the assignment in no way affects the ability of the Trust to pursue collection of the Class 4 Claims from the Non-Settling Insurers, and each of them. That determination shall be binding upon all parties receiving notice of the Confirmation Hearing, which shall include notice of this provision. If a party in interest fails to timely file an objection to the proposed assignment by the deadline for filing objections to confirmation of this Plan, that party in interest shall be deemed to have irrevocably consented to the assignment and will be forever barred from asserting that the assignment in any way affects the ability of the Trustee to pursue collection of the Class 4 Abuse Claim from the Non-Settling Insurers, and each of them.

COPIES OF PLAN AND DISCLOSURE STATEMENT

9. Copies of the Plan and the Disclosure Statement may be obtained by contacting the Balloting Agent either by mail at:

Society of Jesus, Oregon Province

Balloting Agent c/o Omni Management Group, LLC

16161 Ventura Blvd, Suite C PMB 478 Encino, CA 91436

or by phone at 1-866-989-6145. In addition, copies of the Plan and the Disclosure Statement can be accessed (i) via the Balloting Agent’s case-designated website at http://www.omnimgt.com/societyofjesus; (ii) during regular business hours at the office of the Clerk of the United States Bankruptcy Court for the District of Oregon, 1001 SW 5th Avenue, #700, Portland, Oregon, 97204; or (ii) for a fee at the Court’s website at http://www.orb.uscourts.gov. A PACER login and password are required to access documents on the Bankruptcy Court’s website and these can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov.

Dated: June 2, 2011 Portland, Oregon F:\CLIENTS\19620\004\CONFIRMATION HEARING NOTICE\EXHIBIT 1 - JESUIT NOTICE RE PLAN CONFIRMATION (FINAL).DOC

Exhibit 1 Page 10 of 10





Case No.: 09-30938-elp11 Chapter 11 Voting Deadline: June 30, 2011 at 4:00 p.m. PDT

CONFIDENTIAL BALLOT FOR CLASS 3 SEXUAL ABUSE CLAIMS FOR ACCEPTING OR REJECTING THE

FIRST MODIFIED JOINT PLAN OF REORGANIZATION DATED MAY 27, 2011

ATTORNEY REPRESENTED CLAIMANTS ONLY DO NOT USE THIS FORM IF YOU ARE NOT REPRESENTED BY AN ATTORNEY

THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT IS

JUNE 30, 2011 AT 4:00 P.M. PACIFIC DAYLIGHT TIME (THE “VOTING DEADLINE”).

IF YOUR BALLOT IS NOT ACTUALLY RECEIVED BY THE BALLOTING AGENT PRIOR TO THE VOTING DEADLINE, OR IS NOT COMPLETED IN ACCORDANCE

WITH THE INSTRUCTIONS SET FORTH IN THIS BALLOT AND THE VOTING INSTRUCTIONS, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED.

YOU HAVE A RIGHT TO AND SHOULD CONSULT AN ATTORNEY OF YOUR

CHOICE BEFORE COMPLETING THIS BALLOT, ELECTION AND RELEASE OF CLAIMS.

This ballot (the “Ballot”) is submitted to you to solicit your vote to accept or reject the First Modified Joint Plan of Reorganization Dated May 27, 2011 (as the same may be amended, modified, and/or supplemented, the “Plan”) proposed by the debtor and debtor in possession in the above-captioned case (the “Debtor”), the Official Committee of Unsecured Creditors (the “Committee”) and the Future Claimants Representative (the “FCR”), and described in the related disclosure statement (the “Disclosure Statement”) approved by an order of the United States Bankruptcy Court for the District of Oregon (the “Bankruptcy Court”). The Disclosure Statement provides information that enables you in deciding how to vote the Ballot. If you do not have a Disclosure Statement, you may obtain a copy by contacting Omni Management Group, LLC (the “Balloting Agent”) by mail, at 16161 Ventura Blvd, Suite C, PMB 478, Encino, CA 91436, or by phone, at 1-866-989-6145, or you can access a copy at the case-designated website, www.omnimgt.com/societyofjesus. Copies of the Disclosure Statement and the Plan are also available for inspection during regular business hours at the office of the Clerk of the United States Bankruptcy Court for the District of Oregon, 1001 SW 5th Avenue, 7th Floor, Portland, Oregon 97204. In addition, copies of the Disclosure Statement and the Plan may be obtained for a fee from the Bankruptcy Court’s website at http://www.orb.uscourts.gov. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. Neither the Debtor, the Committee or the FCR nor their agents can give legal advice regarding the Disclosure Statement and Plan. Capitalized terms used in this Ballot or the attached instructions but not otherwise defined herein have the meanings given to them in the Plan or Disclosure Statement, as applicable.

DOCS_LA:233252.6 Exhibit 2A Page 1 of 6


http://www.omnimgt.com/societyofjesus

The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of the Claims in each impaired Class which vote on the Plan, and if the Plan otherwise satisfies the applicable requirements of section 1129(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). The Bankruptcy Court has ordered that your claim, for voting and tabulation purposes only, is $1.00. Thus, the plan can be confirmed if at least two-thirds in number of the Claims in Class 3 accept the Plan, and if the Plan otherwise satisfies the applicable requirements of section 1129(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if it finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan, and (b) otherwise satisfies the requirements of § 1129(b) of the Bankruptcy Code.

VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING BALLOT

1. In the boxes provided in Item 1 of the Ballot below, please indicate either acceptance or rejection of the Plan. Complete the Ballot by providing all of the information requested. In the event you elect to have your Abuse Claim treated in a Creditor Pool, the allowance and liquidation of your Claim shall be governed by the process set forth in Section 5 of the Plan. In the event you elect to have your Abuse Claim treated as a Current Litigation Abuse Claim, the allowance and liquidation of your Claim shall be governed by the process set forth in other portions of Section 5 of the Plan. In the event you elect to have your Abuse Claim treated as a Convenience Abuse Claim, you will receive total compensation of $2,500 in full satisfaction of your Claim. (The failure to make an election under Item 2 of the Ballot below will result in your Claim being treated as a Convenience Abuse Claim and you will receive total compensation of $2,500). 2. Ballots must be mailed or hand-delivered to the Balloting Agent. If mailed, the package transmitting a Ballot must be actually received by the Balloting Agent on or before June 30, 2011, at 4:00 p.m. (Pacific Daylight Time) (the “Voting Deadline”). If hand delivered, a Ballot must be actually delivered before the Voting Deadline. If a Ballot is postmarked or hand delivered after the Voting Deadline, it will not be counted. An envelope addressed to the Balloting Agent is enclosed for your convenience. Any Ballot transmitted to the Balloting Agent by facsimile or other electronic means will not be counted. If neither the “accept” nor “reject” box is checked in Item 1 below, the Ballot will not be counted. Only a Creditor or the Creditor’s lawyer may vote, unless a properly executed, specific, written power of attorney is submitted with this Ballot evidencing such Creditor’s intention to have another person complete the Ballot on the Creditor’s behalf, provided however, that any signature on such Ballot(s) by a lawyer is a representation by the lawyer to the Court that the lawyer has his or her client’s authority to execute the Ballot on the client’s behalf. Failure to attach such documentation, if required, will result in the Ballot not being counted.

3. If you hold Claims in more than one voting Class under the Plan (e.g., you hold a Class 3 Abuse Claim and a Class 7 General Unsecured Claim) you should receive a Ballot for each such category of Claims, coded by Class number and description, and a set of solicitation materials. Each Ballot you receive is for voting only your Claims described on the Ballot. Please complete and return each Ballot you receive. The attached Ballot is designated only for voting a Class 3 Abuse Claim. You must vote all of your Claims within a single Class under the Plan either to accept or reject the Plan. Accordingly, if you return more than one Ballot voting different Claims within a single Class under the Plan and the Ballots are not voted in the same manner, those Ballots will not be counted. An otherwise properly completed, executed, and timely returned Ballot that attempts to partially accept and partially reject the Plan likewise will not be counted. If you have a Claim in more than one Class and did not receive a Ballot for each Class in which you have a Claim, you should contact the Balloting Agent listed in paragraph 10. below to obtain a Ballot. 4. Your Claim has been temporarily allowed for purposes of voting to accept or reject the Plan in accordance with certain tabulation rules (the “Tabulation Rules”) approved by the Bankruptcy Court. The Tabulation Rules are set forth in the order approving the Disclosure Statement. The temporary allowance of your Claim for voting purposes does not constitute an allowance of your Claim for purposes of distribution under the Plan. 5. The Ballot does not constitute, and will not be deemed, a proof of claim or an assertion of a Claim. 6. If you cast more than one Ballot voting the same Claim(s) prior to the Voting Deadline, the latest dated, properly executed Ballot received by the Balloting Agent before the Voting Deadline will be deemed to reflect your intent and supersede any prior Ballots. If you cast Ballots that are received the Balloting Agent on the same day, but which are voted inconsistently, such Ballots will not be counted. 7. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION REGARDING THE PLAN, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE BANKRUPTCY COURT. 8. PLEASE RETURN YOUR BALLOT PROMPTLY. THE BALLOTING AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE, EMAIL, OR OTHER ELECTRONIC TRANSMISSION.

DOCS_LA:233252.6 Exhibit 2A Page 2 of 6


DOCS_LA:233252.6

9. YOUR BALLOT WILL BE MAINTAINED UNDER THE SAME CONFIDENTIALITY PROVISIONS AS THE PROOF OF CLAIM FORM YOU SUBMITTED PREVIOUSLY. 10. IF YOU HAVE RECEIVED A DAMAGED BALLOT, HAVE LOST YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CALL THE BALLOTING AGENT AT 1-866-989-6145 BETWEEN THE HOURS OF 9:00 A.M. AND 5:00 P.M. (PDT), MONDAY THROUGH FRIDAY. 11. PLEASE NOTE THAT THE BALLOTING AGENT’S STAFF IS NOT PERMITTED TO GIVE LEGAL ADVICE. ANY PARTY RECEIVING THIS BALLOT SHOULD CONSULT AN ATTORNEY REGARDING ANY QUESTIONS IT MAY HAVE RELATING TO THIS BALLOT AND THE OTHER DOCUMENTS REFERENCED HEREIN.

Exhibit 2A Page 3 of 6


Name of Abuse Claimant: __________________________ Claim No.: ________________________ Assigned Allocation Plan: Allocation Plan__ Assigned Creditor Pool: _____________Creditor Pool

PLEASE READ THE ACCOMPANYING VOTING INFORMATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT.

PLEASE COMPLETE ALL ITEMS BELOW. IF THIS BALLOT IS NOT SIGNED BY THE CLAIMANT OR CLAIMANT’S ATTORNEY OF RECORD ON THE APPROPRIATE LINES, THIS BALLOT WILL NOT BE

VALID OR COUNTED.

THIS FORM DOES NOT CONSTITUTE A PROOF OF CLAIM AND MUST NOT BE USED TO FILE A CLAIM OR TO INCREASE ANY AMOUNT LISTED IN THE DEBTOR’S SCHEDULES

Item 1. Class Vote. You must check one box below.

The undersigned, the holder of a Class 3 Abuse Claim votes to (check one box):

I HEREBY VOTE TO ACCEPT THE PLAN.

I HEREBY VOTE TO REJECT THE PLAN.

Regardless of whether you voted to Accept or Reject the Plan, you must complete the remainder of this Ballot. Item 2. Treatment Election. The undersigned, the holder of a Class 3 Abuse Claim, hereby elects to have his or her Claim treated under the Plan as follows (check one box only):

I HEREBY ELECT TO BE TREATED AS THE HOLDER OF A CONVENIENCE ABUSE CLAIM. If you make this election, the Plan provides that your Claim shall be Allowed in the amount of $2,500. If you make this election and your Convenience Abuse Claim is Allowed as provided above, then as soon as practicable following the Effective Date you will receive a distribution from the Trust. If you make this election, then your treatment as the holder of a Convenience Abuse Claim as provided under the Plan shall be in full satisfaction, settlement, and release of, and in exchange for, your Class 3 Abuse Claim. If you check this box, you should skip Item 3 and proceed to Item 4.

or,

DOCS_LA:233252.6



Name of Abuse Claimant: __________________________ Claim No.: ________________________ Assigned Allocation Plan: Allocation Plan__ Assigned Creditor Pool: _____________Creditor Pool

I HEREBY ELECT TO BE TREATED AS THE HOLDER OF AN ABUSE CLAIM IN A CREDITOR POOL. YOUR ATTORNEY RECOMMENDS THAT YOU CHECK THIS BOX If you make this election, your Abuse Claim will be subject to the treatment of an Abuse Claim under Section 5 of the Plan. If you make this election, then your treatment as the holder of an Abuse Claim as provided under the Plan shall be in full satisfaction, settlement, and release of, and in exchange for, your Abuse Claim. If you check this box, you should proceed to Item 3.

or,

I HEREBY ELECT TO BE TREATED AS THE HOLDER OF A CURRENT LITIGATION ABUSE CLAIM. YOUR ATTORNEY RECOMMENDS THAT YOU NOT CHECK THIS BOX. CHECKING THIS BOX IS AGAINST YOUR ATTORNEY’S ADVICE. If you make this election, your Abuse Claim will be subject to the litigation process governed by Section 5 of the Plan If you make this election, you should skip Item 3 and proceed to Item 4.

Item 3. Opt-Out of Assigned Creditor Pool.

YOUR ATTORNEY RECOMMENDS THAT YOU NOT CHECK THIS BOX. CHECKING THIS BOX IS AGAINST YOUR ATTORNEY’S ADVICE. I HEREBY ELECT TO OPT-OUT OF MY ASSIGNED CREDITOR POOL. INSTEAD OF MY ASSIGNED CREDITOR POOL (see top of page of ballot for assigned creditor pool), I WANT TO BE ASSIGNED TO THE FOLLOWING CREDITOR POOL (Check one box only): Roosa/Manly/Brown Creditor Pool (governed by Allocation Plan I) Tamaki/Spruance Creditor Pool (governed by Allocation Plan I) Valcarce/Henderson/Brown Creditor Pool (governed by Allocation Plan I) Pfau/Kosnoff/James/Allison/Chasan/Walton/Blumel/Hanis Creditor Pool (governed by Allocation Plan II)

DOCS_LA:233252.6



DOCS_LA:233252.6

Name of Abuse Claimant: __________________________ Claim No.: ________________________ Assigned Allocation Plan: Allocation Plan__ Assigned Creditor Pool: _____________Creditor Pool Item 4: Acknowledgments. By signing this Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or the claimant’s attorney. The undersigned understands that an otherwise properly completed, executed, and timely returned Ballot that does not indicate either acceptance or rejection of the Plan, or indicates both acceptance and rejection of the Plan, will not be counted. If this Ballot is signed by an authorized agent of the Creditor, the authorized agent represents (i) the Creditor has a Class 3 Claim and (ii) the agent has been authorized to vote to accept or reject the plan on behalf of each indicated Creditor and to make the elections as indicated on the Ballot.

Name of Creditor

Signature

If by Authorized Agent, Name and Title

Name of Institution

Street Address

City, State, Zip Code

Telephone Number

Date Completed

Please check one or both of the below boxes, if the above address is a change of address for the purpose(s) of: Future notice mailings in this Chapter 11 Case; and/or

Distributions, if any, upon your Claim in this Chapter 11 Case.

PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED ON THIS BALLOT. PLEASE READ AND FOLLOW THE INSTRUCTIONS SET FORTH HEREIN CAREFULLY. PLEASE COMPLETE, PERSONALLY SIGN, AND DATE THIS BALLOT AND RETURN IT BY MAIL, HAND DELIVERY, OR OVERNIGHT COURIER. ALL PACKAGES RETURNING BALLOTS MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT BY 4:00 P.M. (PDT) ON JUNE 30, 2011. F:\CLIENTS\19620\004\CONFIRMATION HEARING NOTICE\EXHIBIT 2A - CLASS 3 BALLOT (REP ONLY) (FINAL).DOC






Case No.: 09-30938-elp11 Chapter 11 Voting Deadline: June 30, 2011 at 4:00 p.m. (PDT)

CONFIDENTIAL BALLOT FOR CLASS 3 SEXUAL ABUSE CLAIMS FOR ACCEPTING OR REJECTING THE

FIRST MODIFIED JOINT PLAN OF REORGANIZATION DATED MAY 27, 2011

UNREPRESENTED CLAIMANTS ONLY DO NOT USE THIS FORM IF YOU ARE REPRESENTED BY AN ATTORNEY

THE VOTING DEADLINE BY WHICH YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT IS

__________________ (THE “VOTING DEADLINE”).

IF YOUR BALLOT IS NOT ACTUALLY RECEIVED BY THE BALLOTING AGENT PRIOR TO THE VOTING DEADLINE, OR IS NOT COMPLETED IN ACCORDANCE

WITH THE INSTRUCTIONS SET FORTH IN THIS BALLOT AND THE VOTING INSTRUCTIONS, THE VOTE REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED.

YOU HAVE A RIGHT TO AND SHOULD CONSULT AN ATTORNEY OF YOUR

CHOICE BEFORE COMPLETING THIS BALLOT, ELECTION AND RELEASE OF CLAIMS.

This ballot (the “Ballot”) is submitted to you to solicit your vote to accept or reject the First Modified Joint Plan of

Reorganization Dated May 27, 2011 (as the same may be amended, modified, and/or supplemented, the “Plan”) proposed by the debtor and debtor in possession in the above-captioned case (the “Debtor”), the Official Committee of Unsecured Creditors (the “Committee”) and the Future Claimants Representative (the “FCR”), and described in the related disclosure statement (the “Disclosure Statement”) approved by an order of the United States Bankruptcy Court for the District of Oregon (the “Bankruptcy Court”). The Disclosure Statement provides information that enables you in deciding how to vote the Ballot. If you do not have a Disclosure Statement, you may obtain a copy by contacting Omni Management Group, LLC (the “Balloting Agent”) by mail, at 16161 Ventura Blvd, Suite C, PMB 478, Encino, CA 91436, or by phone, at 1-866-989-6145, or you can access a copy at the case-designated website, www.omnimgt.com/societyofjesus. Copies of the Disclosure Statement and the Plan are also available for inspection during regular business hours at the office of the Clerk of the United States Bankruptcy Court for the District of Oregon, 1001 SW 5th Avenue, 7th Floor, Portland, Oregon 97204. In addition, copies of the Disclosure Statement and the Plan may be obtained for a fee from the Bankruptcy Court’s website at http://www.orb.uscourts.gov. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. Neither the Debtor, the Committee or the FCR nor their agents can give legal advice regarding the Disclosure Statement and Plan. Capitalized terms used in this Ballot or the attached instructions but not otherwise defined herein have the meanings given to them in the Plan or Disclosure Statement, as applicable.

The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of the Claims in each impaired Class which vote on the Plan, and if the Plan otherwise satisfies the applicable requirements of section 1129(a) of title 11 of the United States Code, 11 U.S.C.

DOCS_LA:233252.6 Exhibit 2B Page 1 of 6


http://www.omnimgt.com/societyofjesus

§§ 101-1532 (the “Bankruptcy Code”). The Bankruptcy Court has ordered that your claim, for voting and tabulation purposes only, is $1.00. Thus, the plan can be confirmed if at least two-thirds in number of the Claims in Class 3 accept the Plan, and if the Plan otherwise satisfies the applicable requirements of section 1129(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if it finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan, and (b) otherwise satisfies the requirements of § 1129(b) of the Bankruptcy Code.

VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING BALLOT

1. In the boxes provided in Item 1 of the Ballot below, please indicate either acceptance or rejection of the Plan. Complete the Ballot by providing all of the information requested. In the event you elect to have your Abuse Claim treated in a Creditor Pool, the allowance and liquidation of your Claim shall be governed by the process set forth in Section 5 of the Plan. In the event you elect to have your Abuse Claim treated as a Current Litigation Abuse Claim, the allowance and liquidation of your Claim shall be governed by the process set forth in other portions of

U.S. BANKRUPTCY COURT Case 09-30938-elp11 Doc 1189 Filed … · 2011. 6. 1. · case 09-30938-elp11...

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Transcript of U.S. BANKRUPTCY COURT Case 09-30938-elp11 Doc 1189 Filed … · 2011. 6. 1. · case 09-30938-elp11...