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UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF NEW YORK
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In re
Case No. 09-42779 (CEC)

EDUARD BAIKOFF,
VALERIA BAIKOFF, Chapter 11

Debtors.
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ORDER APPROVING ADEQUACY OF INFORMATION CONTAINED

IN THE DISCLOSURE STATEMENT DATED JUNE 17, 2010,
AND CONFIRMING DEBTORS'S PLAN OF
REORGANIZATION DATED JUNE 17, 2010, AS AMENDED HEREIN

On June 18, 2010, Eduard Baikoff and Valeria Baikoff (“Debtors”) filed their Disclosure

Statement (the “Disclosure Statement”) (CEC) and Chapter 11 Plan of Reorganization (the

“Plan”), a copy of which is attached hereto as Exhibit A pursuant to Local Bankruptcy Rules of

the Eastern District of New York Bankruptcy Rule 3020-2. On July 6 19 (CEC), 2010, the

Debtors filed a Certification of Ballots. The Certification of Ballots provided that three

unsecured creditors had timely voted and rejected the Plan.

On December 15, 2010, the Court conducted a hearing on final approval of the adequacy

of the Disclosure Statement and confirmation of the Plan. No objections to the adequacy of the

information contained in the Disclosure Statement or confirmation of the Plan were filed with the

Court or raised at the hearing.

On December 15, 2010, the Court also conducted a hearing on the Debtors’s Motion for

an Order Permitting Late Filed Ballot, Plan Vote Change, and Confirming Plan of

Reorganization (the “Motion”). The Motion requested that the Court (1) allow unsecured

creditor American Express to change its Plan votes from a rejections to acceptances; (2) accept
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GMAC Mortgage Co., Inc.’s the late vote of BAC Home Loans Servicing, Inc., as servicing

agent on behalf of Greenpoint Mortgage Funding, Inc., (CEC) and (3) permit unsecured

creditor Roundup Funding to withdraw its rejection of the Plan. The Court granted the Motion.

Thereafter, the Court approved the adequacy of the Disclosure Statement pursuant to 11 U.S.C. §

1125 and confirmed the Plan pursuant to 11 U.S.C §1129.

Upon the record of all the proceedings held before the Court in this case (the “Chapter 11

Case”), and after due deliberation, and sufficient cause appearing therefor:

It is hereby FOUND, CONCLUDED, AND DETERMINED that:

A. Jurisdiction. On April 8, 2009, Debtors commenced a case under chapter 11

of the Bankruptcy Code by filing a voluntary petition with this Court. The Court has jurisdiction

over the Chapter 11 Case and confirmation of the Plan pursuant to provisions of 28 U.S.C. §§

157 and 1334. Venue of the Chapter 11 Case is properly in this district pursuant to 28 U.S.C. §§

1408 and 1409. Confirmation of the Plan is a “core proceeding” under 28 U.S.C. § 157(b)(2)(L),

and this Court has jurisdiction to enter a final order with respect thereto.

B. Judicial Notice. The Court takes judicial notice of the docket of the Chapter 11

Case maintained by the Clerk of the Court and/or its duly appointed agent, including without

limitation, all pleadings and other documents filed, all orders entered, and evidence and

arguments made, proffered, or adduced at the hearings held before the Court during the pendency

of the Chapter 11 Case.

C. Voting. Votes to accept and reject the Plan have been solicited and tabulated

fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules

and the Court’s orders.

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D. Plan Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(1)). The Plan

complies with the applicable provisions of the Bankruptcy Code and the applicable Federal Rules

of Bankruptcy Procedure (the “Bankruptcy Rules”), thereby satisfying Bankruptcy Code §

1129(a)(1).

(a) Proper Classification (11 U.S.C. §§ 1122 and 1123(a)(1)). The classification

of Claims under the Plan complies with § 1122 of the Bankruptcy Code. The

Claims placed in a particular class pursuant to the Plan are substantially similar to

the other Claims, as the case may be, in such class. Accordingly, the Plan satisfies

§§ 1122 and 1123(a)(1) of the Bankruptcy Code.

(b) Specification of (CEC) Unimpaired Classes (11 U.S.C. § 1123(a)(2)). Article

IV of the Plan specifies that Classes 2 and 5 are not impaired under the Plan,

thereby satisfying § 1123(a)(2) of the Bankruptcy Code. However, Article IV

contains a typographical error. In fact, Classes 2, 3, and 5 are unimpaired. The

Plan is so amended.

(c) Specification of (CEC) Treatment of Impaired Class (11 U.S.C. § 1123(a)(3)).

Article IV of the Plan, as amended above, designates Classes 1 and 4 as impaired

and specifies the treatment of Claims, thereby satisfying § 1123(a)(3) of the

Bankruptcy Code.

(d) No Discrimination (11 U.S.C. § 1123(a)(4)). The Plan provides for the same

treatment of each Claim in each respective class, thereby satisfying § 1123(a)(4)

of the Bankruptcy Code.

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(e) Implementation of the Plan (11 U.S.C. § 1123(a)(5)). The Plan provides

adequate means for its implementation, which adequate means include

commitment of the Debtors’s (CEC) disposable income, as that term is defined in

the Plan, (CEC) thereby satisfying § 1123(a)(5) of the Bankruptcy Code.

(f) Bankruptcy Rule 3016(a). The Plan is dated and identifies the plan

proponents, thereby satisfying Bankruptcy Rule 3016(a).

(g) Additional Plan Provisions under 11 U.S.C. § 1123(b): The Plan’s provisions

are appropriate and not inconsistent with the applicable provisions of the

Bankruptcy Code.

(i) Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)). Article

VI of the Plan specifies the treatment of all leases and executory contracts that

have not already been assumed or rejected by the Debtors.

E. The Plan Complies with Bankruptcy Code Section § 1129(a)(2): The Debtors, as

proponents of the Plan, have complied with the applicable provisions of the Bankruptcy Code.

The solicitation of acceptances and rejections from holders of Claims that were placed in

impaired Classes 1 and 4 was in compliance with the applicable provisions of the Bankruptcy

Code and the applicable Bankruptcy Rules, thereby satisfying § 1129(a)(2) of the Bankruptcy

Code.

F. The Debtors are individuals and are proper Debtors under § 109 of the Bankruptcy

Code.

G. Notice: Notice of the hearing to consider the Court’s final approval of the

adequacy of the Debtors’s Disclosure Statement and confirmation of the Plan, adjourned on a

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number of occasions, and held on December 15, 2010, was adequate under the Bankruptcy Code

and in compliance with all applicable Bankruptcy Rules, and all applicable Local Bankruptcy

Rules of the Eastern District of New York (the “Local Rules”), including without limitation,

Local Rules 3020-1.

H. Good Faith: The Plan has been proposed in good faith and not by any means

forbidden by law, thereby satisfying § 1129(a)(3) of the Bankruptcy Code. The good faith is

evident from the facts and records of this Chapter 11 Case, the Disclosure Statement and the

hearings thereon, and the record of the Confirmation hearing and other proceedings held in this

Chapter 11 Case. The Plan was proposed with the legitimate and honest purpose of maximizing

the value of the Debtors’s estate, thereby satisfying § 1129(a)(3) of the Bankruptcy Code.

I. Payments of Costs and Expenses (11 U.S.C. § 1129(a)(4)): Any payment made or

to be made by the Debtors for services or for costs and expenses in or in connection with the

Chapter 11 Case, or in connection with the Plan and incident to the Chapter 11 Case, has been or

will be approved by the Court as reasonable, thereby satisfying § 1129(a)(4) of the Bankruptcy

Code.

J. Best Interests of Creditors (11 U.S.C. § 1129(a)(7)): The Plan satisfies §

1129(a)(7) of the Bankruptcy Code. The evidence proffered or adduced at the Confirmation

Hearing (a) is persuasive and credible, (b) has not been controverted by other evidence, and (c)

establishes that with respect to the impaired classes of Claims that each holder of a Claim of such

Class has (i) accepted the Plan or (ii) will receive or retain under the Plan on account of such

Claim property of a value, as of the Effective Date, that is not less than the amount that such

holder would so receive or retain if the Debtors were liquidated under chapter 7 of the

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Bankruptcy Code on such date.

K. Plan Acceptance (11 U.S.C. § 1129(a)(8)): The Plan satisfies § 1129(a)(8) in that

Classes 1 and 4 have voted to accept the Plan in accordance with the provisions of § 1126(b) and

(c) of the Bankruptcy Code. Classes 2, 3, and 5 are unimpaired within the meaning of § 1124 of

the Bankruptcy Code and are conclusively presumed to have accepted the Plan under § 1126(f) of

the Bankruptcy Code.

L. Plan Treatment of Administrative Claims, Priority Claims and Priority Tax

Claims (11 U.S.C. § 1129(a)(9)): The Plan satisfies § 1129(a)(9) of the Bankruptcy Code in the

following manner: Except to the extent that the holder of a particular Claim has agreed to a

different treatment of such Claim, the Plan provides that, with respect to a Claim of a kind

specified in § 507(a)(12) (CEC) of the Bankruptcy Code, each Allowed Administrative Claim,

which has not otherwise been paid previously, shall be satisfied by paying the holder thereof an

amount in Cash in full, on the Effective Date or promptly after the date on which such

Administrative Claim becomes Allowed, or pursuant to an agreement with Administrative Claim

holder.

M. Accepting Impaired Class (11 U.S.C. § 1129(a)(10)): Classes 1 and 4 are impaired,

do not include any insiders of the Debtors, and have accepted the Plan. As such, the Plan

satisfies § 1129(a)(10) of the Bankruptcy Code.

N. Feasibility (11 U.S.C. § 1129(a)(11)). The evidence proffered or adduced at the

Confirmation Hearing (a) is persuasive and credible, (b) has not been controverted by other

evidence, and (c) establishes that confirmation of the Plan is not likely to be followed by the need

for further financial reorganization or liquidation of the Debtors, except as proposed in the Plan,

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thus satisfying § 1129(a)(11) of the Bankruptcy Code.

O. Payment of Fees (11 U.S.C. § 1129(a)(12)): All fees payable under 28 U.S.C. §

1930, as determined by the Court, have been paid or will be paid under the Plan.

P. Cramdown (11 U.S.C. § 1129(b)): The provisions of §1129(b) of the Bankruptcy

Code do not apply because the provisions of § 1129(a)(8) have been satisfied with respect to the

Plan.

R. No Other Plan Confirmed (11 U.S.C. § 1129(c)). No prior chapter 11 plan

proposed in the Chapter 11 Case has been confirmed, thereby satisfying § 1129(c) of the

Bankruptcy Code.

S. Principal Purpose (11 U.S.C. § 1129(d)). The Court finds and concludes that the

principal purpose of the Plan is neither the avoidance of taxes nor the avoidance of the

application of Section 5 of the Securities Act of 1933.

T. Good Faith Solicitation (11 U.S.C. § 1125(e)). Based on the record before the

Court in this Chapter 11 Case, the Debtors and their professionals have acted in “good faith”

within the meaning of § 1125(e) of the Bankruptcy Code and in compliance with the applicable

provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective

activities relating to the solicitation of acceptances to the Plan and their participation in the

activities described in § 1125 of the Bankruptcy Code, and are entitled to the protections afforded

by § 1125(e) of the Bankruptcy Code.

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Finding that the Plan is confirmable for all of the foregoing reasons,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

(1) Pursuant to § 1125(b), the Disclosure Statement is approved as containing

adequate information as defined in § 1125(a) of the Bankruptcy Code. (CEC)

(12) Confirmation. Based on the foregoing findings of fact and conclusions of law, the

Plan, as modified herein, shall be, and it hereby is, approved and confirmed under § 1129 of the

Bankruptcy Code in all respects regardless of whether specific reference is made herein to a

particular article, paragraph or provision of the Plan. The terms of the Plan are incorporated by

reference into and are an integral part of the Plan and this Confirmation Order. The failure to

specifically describe or include any particular provision of the Plan in this Order shall not

diminish or impair the effectiveness of such provision, being the intent of this Court that the Plan

be approved and confirmed in its entirely.

(2 3) Plan Classification Controlling. The classifications of Claims for purposes of

distributions to be made under the Plan shall be governed solely by the terms of the Plan.

(3 4) Binding Effect of Plan and Order. Pursuant to §§ 1123(a) and 1142(a) § 1141(a)

(CEC) of the Bankruptcy Code, the provisions of the Plan and this Confirmation Order shall be,

and they hereby are, binding upon the Debtors and any holder of a Claim, whether or not the

Claim is impaired under the Plan and whether or not the holder of such Claim has accepted the

Plan.

(4 5) Distributions. All payments and other distributions to be made by the Debtors

under the Plan shall be timely and proper if mailed by first class mail to the address listed in the

holder of such Claim’s proof of claim filed in the Chapter 11 Case or, if the foregoing is not

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applicable, the last known address of the persons entitled thereto.

(5 6) Objections to Claims. Within sixty days (60) days of the Effective Date, the

Reorganized Debtors may file an objection to the allowance of any Claim. If no objection is

filed, such a Claim shall be deemed an Allowed Claim in such amount as is set forth (a) in a

proof of claim filed with the Bankruptcy Court, or (b) in the amount set forth in a claim or lien

filed against the Property, or (c) as is listed in the schedules filed by the Debtors with the

Bankruptcy Court pursuant to Bankruptcy Rule 1007-1 and is not identified as disputed,

contingent or unliquidated as to amount if no proof of claim has been filed with respect to that

Claim (CEC).

(6 7) Retention of Jurisdiction. This court shall retain jurisdiction as set forth in the

Bankruptcy Code § 1142.

(7 8) Reports. Pursuant to § 1106(a)(7) of the Bankruptcy Code, the Debtors shall be

required to file such reports as are necessary to provide adequate information concerning the

administration of the Chapter 11 Case, including quarterly disbursement reports until the Chapter

11 Case is closed.

(8 9) Notice of Entry of Confirmation Order. Within seven (7) business days after the

date of entry of this Confirmation Order, pursuant to Bankruptcy Rules 2002(f)(7), 2002(k) and

3020(c), the Debtors shall mail to all parties in interest notice of entry of this Confirmation

Order.

(9 10) Notice of Effective Date. The Effective Date of the Plan shall occur upon the

filing and serving of a Notice of Effective Date to all parties that have filed a notice of

appearance, all creditors, and all parties in interest that received solicitation materials. The

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Notice of Effective Date shall state that the Effective Date has occurred and that all conditions

precedent to such occurrence have occurred or been waived.

(10 11) Conflicts Between Confirmation Order and Plan. In the event of any

inconsistency between the provisions of the Plan and this Confirmation Order, the terms and

conditions contained in this Confirmation Order shall govern. The provisions (CEC) of this

Confirmation Order are integrated with each other and are non-severable and mutually dependent

unless expressly stated by further order of this Court.

____________________________
Dated: Brooklyn, New York Carla E. Craig
January 12, 2011 United States Bankruptcy Judge

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