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| I. CONFIRMATION PROCEDURE | 1 |
| DISCLOSURE AND VOTING | 1 |
| B. HEARING AND COURT DETERMINATIONS | 2 |
| C. OBJECTIONS | 3 |
| D. MULTIPLE PLANS | 3 |
| II. SECTION 1129(A) COMPLIANCE | 4 |
| A. PLAN COMPLIANCE. | 4 |
| B. PROPONENT'S COMPLIANCE | 4 |
| C. PROPOSED IN GOOD FAITH AND NOT BY FORBIDDEN MEANS | 5 |
| D. DISCLOSURE OF PAYMENTS FOR SERVICES | 6 |
| E. IDENTIFICATION OF FUTURE MANAGEMENT | 7 |
| F. GOVERNMENTAL REGULATORY CONTROL | 7 |
| G. BEST INTERESTS OF CREDITORS. | 8 |
| H. ACCEPTANCE,NONIMPAIRMENT OR CRAM DOWN | 9 |
| I. SPECIAL TREATMENT OF PRIORITY CLAIMS | 10 |
| J. ACCEPTANCE BY ONE IMPAIRED CLASS | 11 |
| K. FEASIBILITY | 12 |
| L. PAYMENT OF FEES | 14 |
| M. RETIREE BENEFITS | 14 |
| III. IMPAIRMENT, CLASSIFICATION AND DISCRIMINATION | 14 |
| A. WHAT IS SIMILARITY? | 15 |
| 1. Implications from the Bankruptcy Act | 15 |
| 2. Implications from the Language of § 1122 | 17 |
| 3. Implications from the Code's Legislative History | 17 |
| 4. Case Law Under the Code | 18 |
| B. MUST SIMILAR CLAIMS BE CLASSIFIED TOGETHER? | 22 |
| C. WHAT JUSTIFIES SEPARATE CLASSIFICATION OF SIMILAR CLAIMS? | 25 |
| 1. Debtor's Business Needs | 26 |
| 2. Creditors' Interests | 27 |
| D. WHAT JUSTIFIES DISPARATE TREATMENT OF SIMILAR CLAIMS? | 31 |
| E. HOW MUST THE DEFICIENCY CLAIM BE TREATED? | 33 |
| F. FORCED § 1111(B) ELECTION | 34 |
| G. ELIMINATION OF CODE-CREATED DEFICIENCY CLAIMS | 35 |
| H. ARTIFICIAL IMPAIRMENT | 35 |
| 1. Friendly or Artificial Impairment | 36 |
| 2. Anaheim's Improvement As Impairment | 38 |
| IV. CRAM DOWN OF SECURED CLAIMS | 39 |
| A. RETENTION OF LIEN AND PAYMENT OF PRESENT VALUE | 39 |
| 1. Determining the Amount of the Secured Claim | 39 |
| 2. Dealing With the § 1111(b) Election | 42 |
| 3. Satisfying the Present Value Requirement | 43 |
| B. SALE OF THE COLLATERAL | 48 |
| C. INDUBITABLE EQUIVALENT | 49 |
| 1. Full or Partial Return of Collateral | 49 |
| 2. Shift of Collateral | 50 |
| V. CRAM DOWN OF UNSECURED CLAIMS AND EQUITY | 51 |
| A. THE ABSOLUTE PRIORITY RULE | 51 |
| 1. Payment in Full | 52 |
| 2. Nonretention of Equity Interests | 52 |
| B. NEW VALUE COROLLARY — DOES IT EXIST? | 54 |
| C. APPLYING THE ADJUSTMENT | 57 |
| 1. New | 57 |
| 2. Money or Money's Worth | 57 |
| 3. Substantial | 59 |
| 4. Necessary For A Successful Reorganization | 61 |
| 5. Reasonably Equivalent To The Interest Retained | 62 |
