| I. CONFIRMATION PROCEDURE | 1 |
| A. DISCLOSURE AND VOTING | 1 |
| B. HEARING AND COURT DETERMINATIONS | 3 |
| C. OBJECTIONS | 4 |
| D. MULTIPLE PLANS | 4 |
| II. SECTION 1129(A) COMPLIANCE | 5 |
| A. PLAN COMPLIANCE | 5 |
| B. PROPONENT'S COMPLIANCE | 6 |
| C. PROPOSED IN GOOD FAITH AND NOT BY FORBIDDEN MEANS | 7 |
| D. DISCLOSURE OF PAYMENTS FOR SERVICES | 9 |
| E. IDENTIFICATION OF FUTURE MANAGEMENT | 10 |
| F. GOVERNMENTAL REGULATORY CONTROL | 10 |
| G. BEST INTERESTS OF CREDITORS | 11 |
| H. ACCEPTANCE, NONIMPAIRMENT OR CRAM DOWN | 14 |
| I. SPECIAL TREATMENT OF PRIORITY CLAIMS | 15 |
| J. ACCEPTANCE BY ONE IMPAIRED CLASS | 16 |
| K. FEASIBILITY | 19 |
| L. PAYMENT OF FEES | 21 |
| M. RETIREE BENEFITS | 21 |
| III. IMPAIRMENT, CLASSIFICATION AND DISCRIMINATION | 21 |
| A. WHAT IS SIMILARITY? | 22 |
| 1. Implications from the Bankruptcy Act | 22 |
| 2. Implications from the Language of § 1122 | 24 |
| 3. Implications from the Code's Legislative History | 24 |
| 4. Case Law Under the Code | 26 |
| B. MUST SIMILAR CLAIMS BE CLASSIFIED TOGETHER? | 30 |
| C. WHAT JUSTIFIES SEPARATE CLASSIFICATION OF SIMILAR CLAIMS? | 34 |
| 1. Debtor's Business Needs | 35 |
| 2. Creditors' Interests | 36 |
| D. WHAT JUSTIFIES DISPARATE TREATMENT OF SIMILAR CLAIMS? | 42 |
| E. HOW MUST THE DEFICIENCY CLAIM BE TREATED? | 45 |
| F. FORCED § 1111(B) ELECTION | 47 |
| G. ELIMINATION OF CODE-CREATED DEFICIENCY CLAIMS | 47 |
| H. ARTIFICIAL IMPAIRMENT | 48 |
| 1. Friendly or Artificial Impairment | 48 |
| 2. Anaheim's Improvement As Impairment | 51 |
| IV. CRAM DOWN OF SECURED CLAIMS | 54 |
| A. RETENTION OF LIEN AND PAYMENT OF PRESENT VALUE | 54 |
| 1. Determining the Amount of the Secured Claim | 54 |
| 2. Dealing With the § 1111(b) Election | 58 |
| 3. Satisfying the Present Value Requirement | 60 |
| B. SALE OF THE COLLATERAL | 69 |
| C. INDUBITABLE EQUIVALENT | 70 |
| 1. Full or Partial Return of Collateral | 70 |
| 2. Shift of Collateral | 72 |
| V. CRAM DOWN OF UNSECURED CLAIMS AND EQUITY | 73 |
| A. THE ABSOLUTE PRIORITY RULE | 73 |
| 1. Payment in Full | 74 |
| 2. Nonretention of Equity Interests | 74 |
| B. NEW VALUE COROLLARY — DOES IT EXIST? | 77 |
| C. APPLYING THE ADJUSTMENT | 80 |
| 1. New | 80 |
| 2. Money or Money's Worth | 82 |
| 3. Substantial | 85 |
| 4. Necessary For A Successful Reorganization | 89 |
| 5. Reasonably Equivalent To The Interest Retained | 91 |
