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Case 12-02872-als11 Doc 661 Filed 04/02/14 Entered 04/02/14 17:26:26 Desc

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF IOWA


In re:
NATURAL PORK PRODUCTION, II, LLP






Debtor and Debtor in Possession.


P.O. Box 468
Harlan, IA 51537

EIN: 03-0480873
CRAWFORDSVILLE, LLC






Debtor and Debtor in Possession


EIN: 26-2579415
BRAYTON, LLC






Debtor and Debtor in Possession


EIN: 26-2579316
NORTH HARLAN, LLC






Debtor and Debtor in Possession


EIN: 26-2579476
SOUTH HARLAN, LLC






Debtor and Debtor in Possession


EIN: 26-2579560
















Lead Case No. 12-02872-als11

Chapter 11

Hon. Anita L. Shodeen




Affiliated Case No. 12-03748-als11




Affiliated Case No. 12-03749-als11




Affiliated Case No. 12-03750-als11




Affiliated Case No. 12-03751-als11


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FIRST AMENDED JOINT LIQUIDATING PLAN
OF REORGANIZATION DATED APRIL 2, 2014



Jeffrey D. Goetz, Esq., IS#9999366
Bradshaw, Fowler, Proctor & Fairgrave, PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
515/246-5817
515/246-5808 FAX
[email protected]
General Reorganization Counsel



Aaron L. Hammer, Esq.
Mark S. Melickian, Esq.
Sugar Felsenthal Grais & Hammer LLP
30 N. LaSalle Street, Ste. 3000
Chicago, IL 60602
312/704-9400
312/372-7951 FAX
[email protected]
[email protected]
Counsel to the Official Committee of
Unsecured Creditors


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TABLE OF CONTENTS

Class 11 – Allowed Subordinated Unsecured Claims (Received January 2012

24

ARTICLE II - DESIGNATION AND TREATMENT OF UNCLASSIFIED CLAIMS
A.

Designation. Unclassified Claims consist of the following:

14
14
B. Treatment.
14
ARTICLE III – CLASSIFICATION AND TREATMENT OFIMPAIRED AND UNIMPAIRED
CLASSES AND INTERESTS
15
15
16
16
17
17
18

Class 1 – Allowed Priority Non-Tax Claims
Class 2 – Allowed Secured Claim of AgStar
Class 3 - Allowed Secured Claim of First Farmers
Class 4 – Allowed Secured Claim of GE
Class 5 – Allowed Secured Claim of Met Life
Class 6 – Contested Secured Claims of ICC/SIA Parties.
Class 7 – Allowed Secured and Unsecured Claims on Executory Contracts and

A.
B.
C.
D.
E.
F.
G.
Unexpired Leases
H.
I.
J.
Distribution in an amount less than Sub Debt Note Claim)
K.
Distribution in amount greater than Sub Debt Note Claim on Petition Date)
L.
but held no Allowed Sub Debt Note Claim) (Total Disgorgement)
M.
N.
O. Class 15 – Opt-Out Dissociated Equity Interests
P.

20
Class 8 – Allowed General Unsecured Claims
20
Class 9 – Allowed Subordinated Unsecured Claims (No January 2012 Distribution) 22
Class 10 – Allowed Subordinated Unsecured Claims (Received January 2012

Class 13 – Allowed Current Equity Interest Holders
Class 14 – Dissociated Equity Interests

27
Class 12 – Contested Dissociated Equity Interests (Received January 2012 Distribution
30
32
33
35
35
36
36
37
38
39
43
43
44
44
45
45
46
46
47
47
48
50
50

A.
General Summary.
B.
The Contested Interests Reserve.
C.
Equity Interests Fund - Deposits and Distributions.
D.
Effect of Confirmation.
E.
Payment of Allowed Claims.
F.
Sale of Property
G.
Pursuit of Disgorgement from Creditors and Interest Holders
H.
Dissolution of Natural Porc Production Olt, SRL
I.
Amending Tax Returns
J.
Litigation.
K.
Post Confirmation Management.
L.
Post Confirmation Compensation of Professional Persons.
M. All Section 1129(a)(4) Payments Subject to Court Review.
N.
O.
P.
Q.

Default
Assumption or Rejection of Unexpired Leases and Executory Contracts.
Objections to Claims and Interests.
Resolution of Disputes.

Reservation of Rights on Classification Disputes.

ARTICLE IV - MEANS FOR IMPLEMENTATION OF THE JOINT PLAN

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Settlement.
Allowed Amount of Claims and Interests.
Unclaimed Funds.

R.
S.
T.
U. Modification/Amendment of Plan.
Post-Confirmation Status Reports and Final Decree.
V.
Termination of the Official Committee
W.
Post-Confirmation Jurisdiction.
X.
Bar Date for Administrative Expense Claims.
Y.
Z.
Retirement Benefits.
AA. General Provisions.



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51
51
51
52
53
53
55
56
56









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The Debtors and Debtors-in-Possession NATURAL PORK PRODUCTION, II, LLP

(“Natural Pork”), CRAWFORDSVILLE, LLC (“Crawfordsville”), BRAYTON, LLC

(“Brayton”), NORTH HARLAN, LLC (“North Harlan”), and SOUTH HARLAN, LLC (“South

Harlan”) (hereinafter referred to as “NPPII” or “Debtors” or “Plan Proponents”) hereby propose

this First Amended Joint Liquidating Plan of Reorganization dated April 2, 2014 (the "Joint

Plan") pursuant to Bankruptcy Code Section 1121(a).

ARTICLE I - DEFINITIONS


As used in this Joint Plan, the following terms shall have the respective meanings

specified below:

Administrative Expense Claim: Any cost or expense of administration of the Bankruptcy

Cases that is entitled to priority in accordance with Bankruptcy Code Sections 503(b) and

507(a)(1), including, without limitation: any actual and necessary expenses of preserving the

Debtor’s estates and of operating the Debtor’s businesses from and after the Petition Date to and

including the Confirmation Date; all allowances of compensation and reimbursement of costs

and expenses to Professional Persons and/or the Official Committee, as approved by a Final

Order of the Court; and any fees or charges assessed against the Debtors’ estates under Chapter

123 of Title 28, United States Code.

Administrative Expense Claimant: Any Person entitled to payment of an Administrative

Expense Claim.

Adversary Proceedings: The adversary proceedings initiated by the adversary complaints

filed by the Debtors in the Bankruptcy Cases as identified in the table below:



Case No.
1 12-30081

Filed
date
9/14/2012 Natural Pork v. AgriCulture, Inc.

Case Name

Summary
Fraudulent Transfers; Preferences,
Recovery of Money & Property



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2 12-30098

12/5/2012 Natural Pork v. IC Committee, et al Determination of Removed Claim or

3 13-30014

2/4/2012 Natural Pork v. First National Bank

of Omaha

4 13-30016

2/7/2012 Natural Pork v. IC Committee

5 13-30019

2/25/2013 Natural Pork v. Beach, et al

6 13-30021

3/6/2013 Natural Pork v. Craton Capital, LP

et al

7 13-30023

3/12/2013 Natural Pork v. Amrozowicz et al

Cause
Fraudulent Transfers; Preferences,
Recovery of Money & Property
Fraudulent Transfers; Recovery of
Money & Property
Fraudulent Transfers; Preferences,
Recovery of Money & Property
Fraudulent Transfers; Preferences,
Recovery of Money & Property
Fraudulent Transfers; Preferences,
Recovery of Money & Property

8 13-30031

4/8/2013 North Harlan, LLC v. IC Committee Fraudulent Transfers; Preferences,

Recovery of Money & Property


Allowed Claim: Any Claim against the Debtors, (a) (i) proof of which was filed on or

before the date designated by the Court as the last day for filing proofs of claim, or which Claim

has been deemed to be timely filed by Court order, or (ii) that has been or is hereafter listed by

the Debtors in the Debtors’ Schedules as liquidated in amount and not disputed or contingent as

to liability, and (b) in either case, is a Claim as to which no objection to allowance thereof has

been filed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the

Bankruptcy Rules or the Court, or (c) that has been allowed in whole or in part by an order or

judgment of the Bankruptcy Court that is no longer subject to appeal or certiorari proceeding and

as to which no appeal or certiorari proceeding is then pending.

Bankruptcy Cases: The Natural Pork Case, the Crawfordsville Case, the Brayton Case,

the North Harlan Case and the South Harlan Case collectively.

Bankruptcy Code: The United States Bankruptcy Code, 11 U.S.C. § 101, et seq., as

amended.

Bankruptcy Court or Court: The unit of the United States District Court for the Southern

District of Iowa, constituted pursuant to 28 U.S.C. § 151, having jurisdiction over the

Bankruptcy Cases to the extent of any reference made pursuant to 28 U.S.C. § 157(a), or in the



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event such court ceases to exercise jurisdiction over the Bankruptcy Cases, such court or adjunct

thereof that has jurisdiction over the Bankruptcy Cases.

Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as amended, as

applicable to the Debtors’ Bankruptcy Cases.

Brayton Case: The voluntary Chapter 11 case filed by Brayton, LLC on December 7,

2012, in the U.S. Bankruptcy Court for the Southern District of Iowa and assigned Case No. 12-

03749-als11.

Business Day: Any day that is not a Saturday, Sunday or legal holiday as identified in

Bankruptcy Rule 9006.

Cash: Cash and cash equivalents, including, but not limited to, bank deposits, checks and

other similar items.

Causes of Action: All causes of action of any kind held by the Debtors whether or not

such causes of action are the subject of presently pending lawsuits, adversary proceedings or

appeals, including, without limitation, (a) causes of action belonging to the Debtors as of the

Petition Date; (b) causes of action belonging to the Debtors that arose after the Petition Date; and

(c) rights exercisable by the Debtors as Debtors-in-Possession pursuant to Bankruptcy Code

Sections 506, 510, 544, 545, 547, 548, 549, 550 or 553.

Claim: Any right to payment from the Debtors, whether or not such right is reduced to

judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,

legal, equitable, secured or unsecured, or any right to an equitable remedy for breach of

performance if such breach gives rise to a right to payment from the Debtors, whether or not

such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,

disputed, undisputed, secured or unsecured.



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Claims Bar Date: January 8, 2013, in the Natural Pork case and April 23, 2013, in the

Crawfordsville, Brayton, North Harlan, and South Harlan cases, as established by Court Order

and pursuant to Bankruptcy Rule 3003(c)(3), after which any Proof of Claim or Interest filed will

not be allowed (unless by Court Order) and will have no effect upon the Joint Plan; and the

holder of such filed Proof of Claim or Interest shall have no right to vote upon or participate in

any Distributions under the Joint Plan.

Claims Objection Date: The first Business Day after the 60th day after the Effective

Date.

Class: A group of Claims or Interests classified together in a Class designated in Article

III of this Plan.

Confirmation Date: (a) The first Business Day after the expiration of time for an appeal

of the Confirmation Order, provided that no appeal of the Confirmation Order has been timely

filed and a stay pending appeal granted; or (b) the first Business Day after the expiration of the

time to seek further appeal of the Confirmation Order, in the event that an appeal of the

Confirmation Order has been filed, and a stay of the Confirmation Order pending appeal has

been granted; or (c) the first Business Day after the expiration or termination of any stay pending

appeal.

Confirmation Order: The order entered by the Court confirming the Joint Plan in

accordance with the provisions of Chapter 11 of the Bankruptcy Code.

Contested Claim: Any Claim as to which the Debtors or any party in interest has filed an

objection in accordance with the Joint Plan, the Bankruptcy Code or the Bankruptcy Rules,

which objection has not been finally determined, i.e., an objection that is subject to appeal or



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certiorari proceeding, or which the Debtors’ schedules list as contingent, disputed or

unliquidated.



Contested Interest: A interest held by a Dissociated Equity Interest holder who (a) votes

against confirmation of the Joint Plan, and/or (b) if such interest is treated in Class 12, fails or

refuses to consensually disgorge and pay back to the Debtors all of the amounts such Dissociated

Equity Interest holder received from the January 2012 Distribution.



Contested Interest Reserve: The cash reserve established in favor of holders of Contested

Interests in an amount sufficient to make a full distribution to such Contested Interests as if such

interests were allowed in full as Class 6 claims and are not otherwise subject to equitable

subordination pursuant to Bankruptcy Code Section 510.

Crawfordsville Case: The voluntary Chapter 11 case filed by Crawfordsville, LLC on

December 7, 2012, in the U.S. Bankruptcy Court for the Southern District of Iowa and assigned

Case No. 12-03748-als11.

Creditor: Any Person who has a Claim against the Debtors that arose on or before the

Petition Date, or a Claim against the Debtors of any kind specified in Section 502(g), 502(h) or

502(i) of the Bankruptcy Code.

Current Equity: The individuals and entities holding limited liability partnership

Interests, represented by units, in Natural Pork on the Petition Date, as identified in the table

below:

Name
Bloomquist, Cynthia
Burge, Wendell
Cass, Joseph & Amy
Christofferson, Paul & Susan
Croghan, Pete & Lois
D&G Farms
Finken, Bob

Units
3.27
1.85
13.53
2.50
1.81
38.49
1.17

Ford, Michael
Gray, Randy
Handlos, Lawrence & Doris
Handlos, Pat
Juckem, Jay & Denise
Lane, Philip
Lorack, Tim
Lorack, Tim

1.25
0.21
406.59
1.82
5.49
11.70
0.97
15.23



6



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Lorack, Todd
Lorack, Todd
Neitzel, Charles
Nyman, Mark & Shari
Schwartz, Gail
Thorbeck, David

2.25
14.72
3.32
0.14
1.14
3.27

Wigley, Michael
Wittrup, Richard (Trust)
Wood, Mark & Nancy


Total

3.12
4.36
11.33


549.53

Debtors: Natural Pork Production II, LLP; Crawfordsville, LLC; Brayton, LLC; North





Harlan, LLC; South Harlan, LLC.

Debtors in Possession: Debtors, as debtors in possession, pursuant to Bankruptcy Code

Sections 1107 and 1108.

Disbursing Agent: The Disbursing Agent shall be the General Reorganization Counsel of

the Debtors. The Disbursing Agent may serve without bond.

Dissociated Equity: The individuals and entities who previously held limited liability

partnership Interests in Natural Pork and notified Natural Pork of their dissociation from the

limited liability partnership prior to the Petition Date, as identified in the table below:

Name
AgriCulture, Inc.

Amrozowicz, Rich

Anliker, Michael

Beach, Ron & Mona Jones

Beach, Ron & Mona Jones

Beach, Ron (LT)

Betts, Robert (RBC)

Blair, Kelly (pers)

Block, David

Blomme, Bob (RBC)

Booth, Robert

Booth, Robert & Connie

Booth, Connie (RBC)

Bradley, John

Burge, Wendell (pers)

Burge, Gary & Jackie Rev Trust

Burgoyne Roberts Trust

Carpenter Family Trust

Clemens, Jon & Suzanne


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

Units
27.22

36.26

0.85

8.78

18.81

20.98

3.79

4.66

48.76

3.89

2.20

10.70

2.27

8.54

17.77

36.19

18.83

3.30

0.58

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

Craton Capital GP, LLC

Deren, Christopher

Deren, Patrick

Donlin, Sean

Ewing, Richard

FNBO (Gary Weihs)

Gardner,Cyrus

Gearhart, Michael

Gimbel, Ronald

Gimbel, Steven

Gingerich, Maynard & Carol

Goedken, Wayne

Gordon, Deb

Gordon, Todd

Greer, Dennis

Haupts, William

Hemminger, Dale (LT)

Hoegh, Donna

Hoegh, Winston

Hofmeister, Douglas & Nancy

194.32

7.28

2.86

20.20

160.00

217.10

24.72

4.57

4.28

4.28

6.58

3.89

0.19

0.10

3.27

1.69

2.08

8.52

5.11

3.58



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40

41

42

43

Hofmeister , Nancy (pers)

Howland, Amanda (LT)

Howland, Amanda (LT)

Koesters, Kara

Koesters, Luke F.

44
45 Koesters, Debbie Lee (RBC)

3.54

0.40

0.30

1.69

1.56

1.81

83

84

85

86

87

88

89

90

91

92

93

94

95

96

97

98

Rees, Tyler

Rees, Ryan (LT)

Reinig, Ed

Reinig, Elizabeth Jo Rev. Trust

Roberts, Brad (RBC)

Ruppert, William & Eleanora

Ruppert Jr., William (pers)

Russell, Maurice & Mardene

Salzinger, Steve

Schaben, Gary & Jackie

Schmitz, Steve

Schomers, Don

Schulte, Charles

Schulte, Karen

Schulte, Karen (pers)

Seivers, Kent & Judy

Sorensen, Jerry (RBC)

99
100 Staiert, Walter & Laurie
101 Stava, Ron & Grace
102 Stewart, Diane
103 Svendsen, Elliott & Ardis
104 Svendsen, Douglas (RBC)
105 Teggatz, Curt
106 VanBaale, LLC
107 Vincent, Thomas
108 Walsh, Patrick & Shelia
109 Walsh, Patrick
110 Weihs, David
111 Weihs, John
112 Weihs, Ron
113 Weihs, Karen (Roth IRA)
114 Weihs, Karen (RBC)
115 Weihs, Karen Revocable Trust
116 Wellmark BCBS
117 Westphalen, Casey (LT)
118 Westphalen, Michael (SEP) (RBC)
119 Willis, Dean & Robin
120 Woodruff, Michelle
121 Zaccone, Mark
122 Zaccone Investments

2.56

1.41

17.11

3.38

7.09

7.83

12.76

9.09

21.06

1.81

146.59

4.27

6.65

4.08

6.00

22.03

5.78

11.15

4.81

0.20

1.13

2.32

3.14

6.48

3.45

6.53

4.36

1.07

16.44

6.24

5.38

15.62

16.44

13.74

0.65

1.04

12.47

12.09

64.11

66.58





8


Total



2065.90



46 Kruse Investment Co.

164.26

1.11

0.06

5.56

12.97

84.24

4.12

4.11

17.88

9.50

23.09

19.62

15.58

4.25

4.65

12.36

21.89

6.27

2.21

1.50

3.40

0.54

0.54

0.68

3.51

7.23

4.26

4.16

6.20

7.58

1.62

5.75

49.19

0.37

9.35

32.86

0.19

47

48

49

50

51

52

53

54

55

56

57

58

59

Lane, Eli, Philip & Richard

Lane, Jonathan

Lane, Harriet (pers)

Lane, Philip (pers)

Lane Asset Management

Lane, Jessica from Eli Lane

Lane, Jonathan from Eli Lane

Lane, Harriet (Trust)

Lane, Richard (Trust)

Lane, Philip (Defined Benefit)

Lane, Philip (Money Purch Plan)

Larson, Dennis

Leinen, Scott & Dena

Ludwig, Thomas & Nancy

60
61 Maday, Thomas & Jean
62 Manatt, Chuck
63 Markham, Philip
64 McManaman, Betty
65 Merkle, Brian & Peggy
66 Moss, Robert
67 Motsick, Rick
68 Motsick, Lorrie (RBC)
69 Murtaugh, Tom & Jill
70 Nichols, William
71 Nickel, Inc.
72 Noble, James
73 O'Connor, Brian & Jennifer
74 Oestreicher, Jody (LT)

75

76

77

78

Penney, Robert C.

Petsche, Joe & Laura

Pond, Preston

Pond, Preston

Pond, Vicki

79
80 QRS Investments

Rees, Gary & Michelle

Rees, Ryan

81

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Distribution or Dividend: The property required by the Joint Plan to be distributed to the

holders of Allowed Claims and Interests.

Effective Date: The first Business Day which is ten (10) days after the Confirmation

Date.

Equity Interests Fund: The segregated deposit account maintained by the Reorganized

Debtor containing proceeds of property of the bankruptcy estates liquidated pursuant to the Joint

Plan, but not including the proceeds of any property which was owned by or subject to a security

interest of any third party.

Final Order: An order or a judgment of a court which has not been reversed, stayed,

modified or amended, and as to which (a) the time to appeal or to seek review by certiorari or

rehearing has expired, and no such appeal, review, certiorari or rehearing petition has been filed,

or (b) any such appeal, review, certiorari or rehearing proceeding has been finally determined or

dismissed, and the order or judgment is conclusive of all matters adjudicated thereby and in full

force and effect.

ICC: The Inter Creditor Committee created by the SIA to represent the Interests of the

SIA Parties, and whose members are Richard Ewing, Tom Jensen on behalf of First National

Bank of Omaha, Ejnar Knudsen on behalf of Kruse Investment Company, Richard Lane, and

Raju Shah on behalf of Craton Capital.

Impaired: Means the legal, equitable and contract rights of Claim holders are altered

under the Joint Plan.

Insider: A person as defined by Bankruptcy Code Section 101(31).

Interest: Equity in the Debtors arising pursuant to the ownership or right to acquire

ownership or other equity interests of the Debtors.



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January 2012 Distribution: The disbursement of approximately $10,509,341.36 in Cash

to certain of the SIA Parties on or about January 27, 2012 as identified on the table below:

Last

First

1/2012
Distribution

Agriculture, Inc.



$130,817.67

Gordon

Amrozowicz

Rich

$173,802.83

Greer

Todd

Dennis

Anlicker

Michael (RBC)

$4,092.31

Harriet Lane Trust



$489.06

$15,873.75

$86,811.09

Ron & Mona Jones

$90,377.99

Haupts

William (RBC)

$8,130.33

Ron

$100,839.65

Hemminger

Dale

Robert (RBC)

Kelly

David

$17,354.95

$22,348.37

Hoegh

Hoegh

$235,487.12

Hofmeister

Donna

Winston

Douglas

Blomme

Bob (RBC)

$17,177.90

Hofmeister

Nancy (per)

Connie (RBC)

$10,940.77

Robert (RBC)

$10,646.13

Howland

Howland

Amanda

Amanda

Robert & Connie

$51,696.07

Jessica Lane from Eli Lane

Beach

Beach

Betts

Blair

Block

Booth

Booth

Booth

Bradley

Burge

Deren

Deren

Donlin

$10,070.37

$40,842.35

$24,505.69

$17,195.47

$15,991.51

$1,963.83

$1,474.66

$20,015.15

$73,708.43

$8,120.26

$798,352.26

$26,976.11

$293.45

$19,966.43

$248,199.64

$409,084.40

$75,374.79

$20,680.30

$105,162.78

$30,086.62

$10,603.78

John

Wendell

Burgoyne Roberts Trust

Carpenter Family Trust

$41,062.46

Karen Weihs Revocable Trust

$79,207.19

$91,101.07

$15,997.61

Koesters

Koesters

Koesters

Kara

Debbie Lee (RBC)

$8,756.79

Luke F. (RBC)

$7,547.29

Clemens

Jon & Suzanne

$2,802.18

Kruse Investment Co.

Craton Capital GP, LLC

Christopher

$944,466.75

$34,861.69

Lane

Lane

Harriet

Jonathan

Patrick (RBC)

$13,804.27

Jonathan Lane from Eli Lane

Sean

$96,974.99

Eli, Philip & Richard Lane Trust

$5,390.06

Lane

Lane

Philip (Fr. Eli)

$248,199.64

Philip (pers)

$62,970.32

Elizabeth Jo Reinig Rev. Trust

$16,222.23

Philip Lane Money Purchase Plan

$95,257.74

$773,635.72

Lane



Lane Asset Management

Richard

Ewing
First National Bank of Omaha (Diane
Weihs)
First National Bank of Omaha (Gary
Weihs)

$144,237.63

$974,213.20

Gardner

Cyrus & Christina

$118,840.25

Gary Burge Revocable Trust

$173,920.14

Gearhart

Gimbel

Gimbel

Michael

Ronald

Steven

$22,013.34

$20,523.87

$20,523.73

Dennis

Scott & Dena

Thomas & Nancy

$22,342.65

Thomas & Jean

$59,414.25

Larson

Leinen

Ludwig

Maday

Manatt

Markham

Chuck

Philip

McManaman

Betty

Gingerich

Maynard & Carol

$29,494.23

Goedken

Goedken

Gordon

Wayne (RBC)

$39,525.34

Wayne

Deb

$17,513.90

$917.72

Merkle

Moss

Motsick

Motsick

Brian & Peggy

$6,659.23

Robert

Lorrie (RBC)

Rick (RBC)

$16,324.46

$2,415.58

$2,415.58



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Murtaugh

Tom & Jill

$3,255.92

Nichols

William (RBC)

$16,959.41

Nickel, Inc.



Noble

James

$32,792.07

$20,348.70

Schulte

Schulte

Schulte

Seivers

Charles

Karen (LT)

Karen (per)

$31,914.08

$28,975.46

$19,719.20

Kent & Judy

$105,870.85

O'Connor

Brian & Jennifer

$20,007.81

Sorensen

Jerry (RBC)

$25,646.24

Oestreicher

Jody

Robert C.

Penney

Petsche

$30,108.30

$34,392.81

Staiert

Stava

Walter & Laurie

$53,615.92

Ron & Grace

$21,646.70

Joe & Laura

$7,763.64

Svendsen

Elliott & Ardis

$5,443.07

Philip Lane Defined Benefit

$112,123.34

Svendsen

Doug (RBC)

$11,155.31

Pond

Pond

Pond

Preston

$237,843.44

Teggatz

Curt

Preston (RBC)

$27,788.77

VanBaale, LLC



$15,073.88

$31,492.19

Vicki (RBC)

$1,806.84

Vincent

Thomas (RBC)

$16,579.74

QRS Investment

$44,881.79

Gary & Michelle

$157,926.12

Rees

Rees

Rees

Rees

Reinig

Ryan

Ryan

Tyler

Ed

Walsh

Walsh

Weihs

Weihs

Weihs

Weihs

Weihs

$6,762.26

$896.47

$12,353.31

$82,220.19

$45,893.50

Patrick & Sheila

$31,560.35

Patrick (RBC)

$21,063.58

David

John

$4,811.33

$79,432.19

Karen (RBC)

$75,414.87

Karen (ROTH)

$25,992.87

Ron

$29,986.52

$65,769.95

$3,125.25

Richard Lane Trust



Roberts

Ruppert

Brad (RBC)

$34,285.94

Wellmark, BCBS



William & Eleanora $37,632.86

Westphalen

Casey

Ruppert, Jr.

William

$61,311.30

Westphalen

Michael (RBC)

$5,005.44

Russell

Salzinger

Schaben

Schmitz

Schomers

Maurice & Mardene $43,648.36

Willis

Dean & Robin

$59,916.92

Steve

$102,231.78

Woodruff

Michelle

Gary & Jackie

$8,784.26

Zaccone

Mark

Steve

Don

$704,353.91

Zaccone Invest.



$20,757.81

$58,112.69

$308,092.44

$319,686.04

Joint Plan: The Debtors’ Joint Liquidating Plan of Reorganization dated January 21,

2014, either in its present form or as it may be altered, amended or modified from time to time.

Natural Pork Case: The voluntary Chapter 11 case filed by Natural Pork Production II,

LLP on September 11, 2012, in the U.S. Bankruptcy Court for the Southern District of Iowa and

assigned Case No. 12-02872-als11.

North Harlan Case: The voluntary Chapter 11 case filed by North Harlan, LLC on

December 7, 2012, in the U.S. Bankruptcy Court for the Southern District of Iowa and assigned

Case No. 12-03750-als11.



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Official Committee: The official committees of unsecured creditors appointed by the

United States Trustee in the Natural Pork Case on September 26, 2012 (Docket Item 77), in the

Crawfordsville Case on December 17, 2012 (Docket Item 18), in the Brayton Case on December

17, 2012 (Docket Item 14), in the South Harlan Case on December 17, 2012 (Docket Item 14),

and in the North Harlan Case on December 17, 2012 (Docket Item 18), pursuant to Bankruptcy

Code Section 1102(a) and serving in the Bankruptcy Cases.

Person: An individual, corporation or partnership, as defined in Bankruptcy Code

Section 101(41).

Petition Date: September 11, 2012, for Natural Pork Production II, LLP, and December

7, 2012, for Crawfordsville, LLC, Brayton, LLC, North Harlan, LLC and South Harlan, LLC, the

date the Debtors filed their respective voluntary petitions for relief, commencing the Bankruptcy

Cases.

Priority Tax Claim: Any Claim entitled to priority and payment under Bankruptcy Code

Section 507(a)(8).

Professional Person: Any attorney, accountant, or other professional: (i) engaged by the

Debtor or any committee and approved by order of the Bankruptcy Court in the Bankruptcy

Case; or (ii) engaged by the Reorganized Debtor after the Effective Date.

Pro Rata: Proportionately, so that the ratio of the amount of a particular Claim or Interest

to the total amount of Allowed Claims or Interests of the Class in which a particular Claim or

Interest is included, is the same as the ratio of the amount of consideration distributed on account

of such particular Claim or Interest to the consideration distributed on account of the Allowed

Claims or Interests of the Class as a whole in which the particular Claim or Interest is included.

Reorganized Debtor: Natural Pork after the Confirmation Date.



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Secured Claim: A Claim to the extent such Claim is secured as defined in Bankruptcy

Code Section 506.

Secured Creditor: Any Creditor that is the holder of a Secured Claim, to the extent of

such Claim.

SIA: The Settlement and Inter Creditor Agreement executed by Natural Pork, Craton

Capital, LLP, and Kruse Investments, along with the SIA parties and dated November 30, 2011.

SIA Parties: The signatories to the SIA.

South Harlan Case: The voluntary Chapter 11 case filed by South Harlan, LLC on

December 7, 2012, in the U.S. Bankruptcy Court for the Southern District of Iowa and assigned

Case No. 12-03751-als11.

Sub Debt Notes: The subordinated promissory notes executed by Natural Pork in favor

of Current Equity and Dissociated Equity and issued in connection with subscription in the

limited liability partnership.

Unimpaired: Means the legal, equitable and contractual rights of Claim or Interest

holders are unaltered under the Joint Plan.

Unsecured Claim: Any Claim other than an Administrative Expense, a Priority Tax

Claim, a Priority Non-Tax Claim, or a Secured Claim, and all Claims of Secured Creditors

whose Claims are valued as unsecured pursuant to Bankruptcy Code Section 506(a).

Unsecured Creditor: Any Creditor holding an Unsecured Claim.

The words "herein" and "hereunder" and other words of similar import refer to this Joint

Plan as a whole and not to any particular section, subsection or clause contained in this Joint

Plan, unless the context requires otherwise. Whenever from the context it appears appropriate,

each term stated in either the singular or the plural includes the singular and the plural, and



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pronouns stated in the masculine, feminine or neuter gender include the masculine, feminine and

the neuter. The section headings contained in the Joint Plan are for reference purposes only and

shall not affect in any way the meaning or interpretation of the Plan.

A term used in this Joint Plan and not defined herein, but that is defined in the

Bankruptcy Code, has the meaning assigned to the term in the Bankruptcy Code. A term used in

this Joint Plan and not defined herein or in the Bankruptcy Code, but which is defined in the

Bankruptcy Rules, has the meaning assigned to the term in the Bankruptcy Rules.

ARTICLE II - DESIGNATION AND TREATMENT OF UNCLASSIFIED CLAIMS



A.

Designation. Unclassified Claims consist of the following:

1.

Administrative Expense Claims: allowed Administrative Expense Claims

as defined above;

2.

Priority Tax Claims: Allowed Claims entitled to priority pursuant to

Bankruptcy Code Section 507(a)(8).



B.

Treatment.

1.

Administrative Expense Claims. Except to the extent that the holder has

agreed to different and/or less favorable treatment of such Claim, each holder of an Allowed

Administrative Expense Claim shall be paid in Cash the allowed amount of such Claim at the

later of the Effective Date or the entry of a Final Order approving such Claim; provided,

however, that Administrative Expense Claims that represent expenses, debts, or liabilities

incurred by the Debtors in the ordinary course of business from and after the Petition Date shall

be assumed and paid in the order and course of the administration of the Debtors’ affairs in

accordance with the terms and conditions of any agreements relating thereto.



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2.

Priority Tax Claims. Except to the extent that the holder of a particular

Priority Tax Claim has agreed to different and/or less favorable treatment of its Claim, and after

the payment in full of all Allowed Claims entitled to payment pursuant Bankruptcy Code

Sections 507(a)(1) through (7), inclusive, holders of Priority Tax Claims shall be paid in Cash

the allowed amount of such Claim on the later of the Effective Date or the entry of a Final Order

approving such Claim to satisfy all such Priority Tax Claims in full. The table below shows all

Priority Tax Claims and their proposed Distribution:

Archer City
Independent School
District
Archer County

Nebraska Department of
Revenue



Windthorst Property
Taxes

Allowed

$3,490.51

Windthorst Property
Taxes
Tax Year 2011
Partnership Taxes


Allowed

$1,789.82

Contested Claim

$29,123.55

Total

$34,403.88

ARTICLE III – CLASSIFICATION AND TREATMENT OFIMPAIRED AND

UNIMPAIRED CLASSES AND INTERESTS



Classes 1, 2, 3, 4, 5, 7, and 8 are Unimpaired under the Joint Plan. Classes 6, 9, 10, 11,



12, 13, 14, and 15 are Impaired under the Joint Plan.



The following is a description of all Classes of Claims and Interests other than the

Unclassified Claims, and their treatment under the Joint Plan.

A.





Class 1 – Allowed Priority Non-Tax Claims

1.

Classification. Class 1 consists of Allowed Priority Non-Tax

Claims accrued and owing as of the Petition Date and entitled to priority pursuant to Bankruptcy

Code Sections 507(a)(1), (a)(4), (a)(5), (a)(6) or (a)(7). The Debtors are informed and believe

that there are no Class 1 Claims. Class 1 is Unimpaired and is not entitled to vote.



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2.

Treatment. To the extent there is an Allowed Priority Non-Tax





Claim, and except to the extent that such holder has agreed to different and/or less favorable

treatment of such Claim, each holder of an Allowed Class 1 Claim shall be paid in Cash the

allowed amount of such Claim on the Effective Date or the entry of a Final Order approving such

Claim.



B.

Class 2 – Allowed Secured Claim of AgStar





1.

Classification. Class 2 consists of the Allowed Secured Claim of AgStar

Financial Services, FLCA (“AgStar”). AgStar filed Proof of Claim No. 6-1 on December 21,

2012, and Amended Proof of Claim No. 6-2 on April 5, 2013, both for $3,819,891.08. The Class

2 Claim is Allowed against both the Natural Pork and Crawfordsville bankruptcy estates. The

Debtors do not dispute the Class 2 Claim. The Class 2 Claim is Unimpaired and is not entitled to

vote.



2.

Treatment. The Class 2 Claim was paid in full post-petition pursuant to Final

Orders of the Court entered in connection with the Debtors’ auction sales of the Crawfordsville

and Colfax properties. The Class 2 Claim shall not receive any further Distribution under the

Joint Plan.





C.

Class 3 - Allowed Secured Claim of First Farmers



1.

Classification. Class 3 consists of the Allowed Secured Claim of First

Farmers Bank & Trust (“First Farmers”). First Farmers filed Proof of Claim No. 29-1 on

January 7, 2013, and Amended Proof of Claim No. 29-2 on April 4, 2013, both for

$1,855,884.94. The Class 3 Claim is Allowed against both the Natural Pork and Crawfordsville

bankruptcy estates. The Debtors do not dispute the Class 3 Claim. The Class 3 Claim is

Unimpaired and is not entitled to vote.



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2.

Treatment. The Class 3 Claim was paid in full post-petition pursuant to





Final Orders of the Court entered in connection with the Debtors’ auction sales of the

Crawfordsville and Colfax properties. The Class 3 Claim shall not receive any further

Distribution under the Joint Plan.





D.

Class 4 – Allowed Secured Claim of GE



1.

Classification. Class 4 consists of the Allowed Secured Claim of GE

Commercial Finance Business Corporation f/k/a General Electric Capital Business Asset

Funding Corporation (“GE”). GE did not file any Proof of Claim. Natural Pork and Brayton

both scheduled GE as a Secured Creditor for $1,631,470.50 with valid and binding security

interests in assets of both Natural Pork and Brayton. The Class 4 Claim is Allowed against both

the Natural Pork and Brayton bankruptcy estates. The Debtors do not dispute the Class 4 Claim.

The Class 4 Claim is Unimpaired.





2.

Treatment. The Class 4 Claim was paid in full post-petition in the

ordinary course of business pursuant to an Early Buyout Option. The Class 4 Claim shall not

receive any further Distribution under the Joint Plan.





E.

Class 5 – Allowed Secured Claim of Met Life



1.

Classification. Class 5 consists of the Allowed Secured Claim of

Metropolitan Life Insurance Company (“Met Life”). Met Life did not file any Proof of Claim.

Natural Pork, North Harlan and South Harlan all scheduled Met Life as a Secured Creditor for

$275,954.90 with valid and binding security interests in assets of Natural Pork, North Harlan and

South Harlan. The Class 5 Claim is Allowed against the Natural Pork, North Harlan and South

Harlan bankruptcy estates. The Debtors do not dispute the Class 5 Claim. The Class 5 Claim is

Unimpaired.



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2.

Treatment. The Class 5 Claim was paid in full post-petition pursuant to a





Final Order of the Court entered in connection with the sale of the North Harlan property. The

Class 5 Claim shall not receive any further Distribution under the Joint Plan.



F.

Class 6 – Contested Secured Claims of ICC/SIA Parties.

The Claims in Class 6 are contested by the Debtors. The constituency of Class 6 includes

those individuals and entities who dissociated from the Natural Pork limited liability partnership

prior to the Petition Date, were SIA Parties, and received a part of the January 2012 Distribution.

The Class 6 claimants assert that their individual and collective Claims arise from the value of

their Dissociated Equity Interests on the date of their dissociation from the Natural Pork limited

liability partnership, plus interest from the date of each respective Notice of Dissociation through

the Petition Date, and spring from the SIA. Each individual Class 6 claimant’s Claim is

ostensibly evidenced by a promissory note issued to each claimant pursuant to the SIA and in

consideration for being an SIA Party. The Class 6 claimants also assert that their Class 6 Claims

are individually and collectively secured by a junior security interest, lien and encumbrance upon

all of the assets of all five (5) bankruptcy estates. Each individual Class 6 claimant has filed a

Proof of Claim, and the ICC, ostensibly acting on behalf of all SIA Parties, has also filed an

omnibus Proof of Claim for all the SIA parties in all five (5) Bankruptcy Cases.

The Debtors have disputed all the individual Class 6 Proofs of Claim, and the ICC

omnibus Proof of Claim on behalf of all the SIA Parties, in the Adversary Proceedings, and by

filing objections to all the Class 6 Proofs of Claim. Therefore, all Class 6 Claims are Contested

Claims.

A brief and non-exclusive summary of the Debtors’ dispute and objection of the Class 6

Claims are detailed in the Adversary Proceedings, and summarized below:



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(a) The SIA was executed without prior, proper or adequate notice to Natural Pork’s

Current Equity Interests and without the required vote of the Natural Pork Current Equity

Interest holders under the Natural Pork Partnership Agreement.

(b) The SIA contains certain material terms and conditions that violate the Natural Pork

Partnership Agreement, the Natural Pork Buy-Sell Agreement, and Iowa Code Chapter 486A,

because the SIA delegates control over management decisions of Natural Pork to persons or

entities that are not Current Equity Interest Holders.

(c) The SIA contains material terms and conditions that violate the Natural Pork

Partnership Agreement, the Natural Pork Buy-Sell Agreement, and the Iowa Code Chapter

486A, by improperly reordering the priority of debt repayment between Sub Debt Note holders

and Dissociated Equity Interest holders.

(d) The SIA was a creation borne of fraud, breach of fiduciary duty and improper self

dealing by Natural Pork’s then managing partners.

(e) The alleged junior security interests, liens and encumbrances on all of the property of

all five (5) Debtors, granted to the SIA Parties, through the SIA, were all fraudulent conveyances

and avoidable transfers under both the Bankruptcy Code, Iowa law and applicable case law.

(f) To the extent the Claims of Class 6 claimants are Allowed Claims, such Claims are

subject to equitable subordination pursuant to Bankruptcy Code Section 510, and should be

treated as Interests rather than Claims.

Based on the above, all Class 6 Claims shall be disallowed and shall not receive any

Distribution on account of their Class 6 Claims. Dissociated Equity Interests shall be treated as

Interests, and not Claims, in Class 14.

Class 6 is Impaired.



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G.

Class 7 – Allowed Secured and Unsecured Claims on Executory Contracts





and Unexpired Leases





1.

Classification. Class 7 consists of all Allowed Secured and Unsecured

Pre-Petition Executory Contract and Unexpired Lease Claims against all five (5) bankruptcy

estates. The Debtors are informed and believe that there are no Class 7 Claims. Class 7 is

Unimpaired.





2.

Treatment. To the extent there are any Allowed Secured and/or

Unsecured Pre-Petition Executory Contract and/or Unexpired Lease Claims against any of the

five (5) bankruptcy estates, and except to the extent that such a holder has agreed to different

and/or less favorable treatment of such Claim, each holder of an Allowed Class 7 Claim shall be

paid in full in Cash the allowed amount of such Claim on the Effective Date or the entry of a

Final Order approving such Claim.





H.

Class 8 – Allowed General Unsecured Claims



1.

Classification. Class 8 consists of Allowed General Unsecured Claims

that the Debtors incurred pre-petition in the ordinary course of their respective businesses. The

vast majority of the Class 8 Claims are described as “Trade Claims” and were incurred by

Crawfordsville and Natural Pork in its Colfax operations. Class 8 also includes the Claims of

Trupointe Cooperative and Purina Mills, LLC in connection with Natural Pork’s earlier

investment in the YNOT property and Gary Weihs for development fees. There are 34 Claims in

this Class, and the total amount of Allowed Claims is $4,171,556.96. Class 8 is Unimpaired.





2.

Treatment. Unless the holder of an Allowed Class 8 Claim has agreed to

different and/or less favorable treatment of such Claim, each holder of an Allowed Class 8 Claim

shall be paid in full in Cash the allowed amount of such Claim on the Effective Date or the entry



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of a Final Order approving such Claim, plus interest at Three Percent (3.0%) per annum,

calculated from the Petition Date to the Effective Date. Below is a table of all Class 8 Claim

holders and the proposed Distribution on each Claim:

Name


1 AMVC Employee Services
2 AMVC Management Services
3 AT&T
4 B&K Smith Trucking, Inc.
5 Berend Turf & Tractor
6 Ceres Solutions
7 Cottrell, Zakk
8 Darlington Municipal Utilities
9 Davis Mike
10 Duke Energy
11 Farmers Mutual Coop Telephone
12 First Bankcard
13 Hog Slat, Inc.
14 Hog Slat, Inc.
15 Indiana State Dept. of Agriculture
16 John Wilcox Excavating
17 Land O Lakes
18 McCord Electrical
19 PIC
20 Pomp's Tire Service, Inc.
21 Premier Feeds, LLC
22 Purina Mills, LLC
23 Quench USA (Aquaperfect)
24 Sprint
25 Swine Health Services, LLC
26 Thrifty Wholesale Supply, Inc.
27 Trupointe Cooperative, Inc.
28 U Rent It Center, Inc.
29 Verizon Wireless
30 Waste Management of Central Indiana
31 Waste Management of Central Indiana
32 Weihs, Gary
33 Whitewater Valley REMC

ClaimAmt

Consideration

$240.81 Trade Debt
$216.00 Trade Debt
$299.66 Trade Debt
$1,824.60 Trade Debt
$1,735.15 Trade Debt
$0.00 Trade Debt
$42.97 Trade Debt
$652.29 Trade Debt
$101.50 Trade Debt
$3,523.19 Trade Debt
$6.06 Trade Debt
$4,154.00 Trade Debt
$601.62 Trade Debt
$645.68 Trade Debt
$10.00 Trade Debt
$17,466.20 Trade Debt
$8,291.11 Trade Debt
$6,808.82 Trade Debt
$29,171.10 Trade Debt
$311.18 Trade Debt
$220.00 Trade Debt
$2,009,868.81 YNOT Note
$48.15 Trade Debt
$419.49 Trade Debt
$90.61 Trade Debt
$127.64 Trade Debt
$1,936,582.95 YNOT Note
$390.51 Trade Debt
$138.02 Trade Debt
$429.30 Trade Debt
$150.46 Trade Debt

$146,581.87 Development fee

$132.81 Trade Debt



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