Michael F. Thomson (#9707) Peggy Hunt (#6060) Megan K

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Michael F. Thomson (#9707) Peggy Hunt (#6060) Megan K. Baker (# 15086) DORSEY & WHITNEY LLP 111 South Main Street, 21st Floor Salt Lake City, UT 84111-2176 Telephone: (801) 933-7360 Facsimile: (801) 933-7373 Email: [email protected] [email protected] [email protected]

Attorneys for Mark Hashimoto, Chapter 11 Trustee

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF UTAH

In re: Bankr. Case No. 16-28578

RP BROADCASTING IDAHO, LLC, Chapter 11

Debtor. The Honorable William T. Thurman

MOTION FOR APPROVAL OF SALE TRANSACTIONS AND FOR AUTHORITY TO ENTER INTO ASSET PURCHASE AGREEMENTS AND ANCILLARY AGREEMENTS

Pursuant to section 363 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), Rules 2002, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the Local Rules of this Court, Mark Hashimoto, trustee of the above-captioned Chapter 11 bankruptcy estate (the “Trustee”), by and through his counsel, hereby moves this Court for entry of an Order approving (1) the transaction (the “Idaho LS Transaction”) between RP Broadcasting Idaho, LLC, a Utah limited liability company (the “Debtor”), as assignee, and RP Broadcasting Idaho LS, LLC, a Utah limited liability company, as assignor, in accordance with and pursuant to the Asset Purchase Agreement (the “Idaho LS

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APA”) attached hereto as Exhibit A and the ancillary Local Programming and Marketing Agreement attached hereto as Exhibit B (the “LPMA”), and (2) the concurrent sale transaction (the “MVM Transaction” and, together with the Idaho LS Transaction, the “Transactions”) between the Debtor, as seller, and Magic Valley Media, LLC, a Utah limited liability company (“MVM”), as purchaser, including the assignment of certain executory contracts and unexpired leases, in accordance with and pursuant to the Asset Purchase Agreement (the “MVM APA”)

attached hereto as Exhibit C and the ancillary Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”), free and clear of all interests, with valid interests (if any) in such property attaching to the net sale proceeds. In support hereof, the Trustee states as follows:

JURISDICTION AND VENUE 1. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334.

2. This is a core proceeding pursuant to 28 U.S.C. § 157(b). 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

STATEMENT OF FACTS

A. Procedural Background 4. On November 10, 2016, the Court entered its Final Order on Debtor’s Motion for Authority to Use Collateral [Docket No. 39] (the “Cash Collateral Order”), which provides that the Debtor’s pre-petition lender Chaparral Broadcasting, Inc. (“Chaparral”) “… holds a valid, enforceable and allowed claim as defined in section 101 of the Bankruptcy Code as of the Petition Date [September 28, 2016] in the amount of $1,910,000.” [Cash Collateral Order ¶ 1.a.].

5. During the Bankruptcy Case, Chaparral, unsecured creditor and radio tower lessor American Towers, LLC, unsecured creditor and real property lessor Hailey Hotel, LLC, and unsecured creditor and real property lessor Great Western Lodging, Inc. (collectively, the “Moving Creditors”) jointly filed the Joint Motion to Appoint Trustee [Docket No. 73] (the

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“Motion to Appoint Trustee”) and subsequently, the Debtor and the Moving Creditors jointly filed the Stipulation to Appointment of a Chapter 11 Trustee [Docket No. 87] (the “Stipulation”).

6. After consideration of the Motion to Appoint Trustee and the Stipulation, the Court entered its Order Directing the Appointment of a Chapter 11 Trustee, and on March 29, 2017, the Trustee was appointed the trustee for the Debtor’s bankruptcy estate in this Chapter 11 Case and is currently serving in such capacity. See Docket Nos. 90 – 92.

B. The Debtor’s Operations 7. The Debtor operates certain radio broadcast stations located in Wyoming and Idaho, consisting of (a) the following stations: KMTN-FM, KZJH-FM, KJAX-FM, and KSGT- AM, located in Jackson Hole, Wyoming; KECH-FM; KSKI-FM, and KYZK-FM, located in Sun Valley, Idaho; and KOUW-FM, located in Island Park, Idaho; and (b) the following translator facilities affiliated with the foregoing: K242BU, located in Jackson, Wyoming, K265DA, located in Teton Village, Wyoming, K239AU and K281BH, located in Driggs, Idaho; and K276DW, located in Ketchum, Idaho (collectively the “Stations”), pursuant to authorizations issued by the Federal Communications Commission (the “FCC”).

8. The broadcast licenses, permits and other authorizations issued by the FCC (collectively, the “Licenses”)1 for or in connection with the operation of the Stations are held by RP Broadcasting Idaho LS, LLC, a Utah limited liability company (“Idaho LS”) as licensee. Idaho LS is a “sister” affiliate of the Debtor by virtue of their common 100% owner Rich Broadcasting, LLC. In addition, Richard Mecham, the principal behind the Debtor, Rich Broadcasting, LLC, and Idaho LS, is also a principal of MVM, the proposed purchaser herein.

9. In order to assign the Licenses to any entity, the FCC must provide its consent to such assignment.

1 Copies of the Licenses are attached as Schedule 1.1a to both the Idaho LS APA and the MVM APA.

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10. Under the Idaho LS APA, Idaho LS is conveying all of its interests, if any, in (a) certain tangible property comprised of parts, equipment, fixtures, supplies and other parts (the “Idaho LS Tangible Property”) used in connection with the operation of the Stations, (b) certain intangible property comprised of station call signs and uniform resource locators (i.e., URLs) (the “Idaho LS Intangible Property”), and (c) certain contracts and agreements relating to the operation of the Stations (collectively with the Licenses, the Idaho LS Tangible Property and the Idaho LS Intangible Property, the “Idaho LS Assets”).

C. Marketing of the Debtor’s Assets 11. Since his appointment, the Trustee has investigated and evaluated the Debtor’s operations, industry, and assets, including the Stations, and has marketed and solicited bids for the Debtor’s assets.

12. Specifically, the Trustee compiled a financial history of the Sun Valley stations for the years 2016, 2017, and 2018 which showed the monthly revenues and expenses of the combined stations during this three year period. In addition, a detailed listing of all of the equipment owned by the Sun Valley stations was also compiled into the financial package.

13. The Trustee communicated with four (4) separate other potential buyers (other than MVM) in the radio station industry inquiring about the potential sale of the stations. Each potential buyer was sent the financial information compiled, and the only other offer received for the Sun Valley stations was for only one of the stations in the amount of $200,000. While the offer for a single station was reasonable, it was determined by the Trustee that breaking up the group would be financially detrimental overall, and discussions with Jerry Lundquist of Chapparal Broadcasting, secured creditor, found that he concurred with the Trustee’s assessment.

14. As for the fair value for the assets, since the stations have had negative cash flow during the years 2017 and 2018, an alternative method to value the Sun Valley stations is based solely on revenue generated. According to Greg Merrill of Media Services Group, a regional

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media broker, he suggested that an alternative method for valuing radio stations if there was not positive cash flow was 1 x annual revenue. During 2017, the annual revenue for the Sun Valley stations was $390,000 and for 2018 was $373,000. Thus, the current offer is fair and reasonable for the Sun Valley cluster of stations.

15. As a result his extensive diligence and marketing efforts, the Trustee concluded that, in order to derive maximum value from the Debtor’s assets, the Stations, or subsets thereof, must be marketed and sold as a going concern. Accordingly, the consolidation of the Stations together with the Idaho LS Assets and all other related assets is imperative to coalesce the business operations of the Stations, including program broadcasting, under the umbrella of the Debtor and the management of the Trustee.

D. The Proposed Transactions The Idaho LS Transaction

16. The Trustee engaged Idaho LS to negotiate a transaction whereby the Debtor could obtain the Idaho LS Assets and also broadcast programming on the Stations, informing Idaho LS of the proposed MVM Transaction and the need for the consolidation of all assets and operations under the Stations.

17. The Trustee and Idaho LS reached agreement on the terms by which Idaho LS will transfer, sell and assign the Idaho LS Assets to the Debtor, free and clear of all claims, charges, security interests and encumbrances, except encumbrances (including easements) of record and liens for taxes not yet due and payable (collectively, the “Interests”), subject to Court and, with respect to the transfer of the Licenses, FCC approval.

18. Pursuant to the Idaho LS Transaction, the Trustee will not assume any liabilities related to the Idaho LS Assets because they will be concurrently be transferred to MVM under the MVM Transaction as discussed below. Furthermore, the Trustee will not pay any monetary consideration to Idaho LS, and the consideration received by Idaho LS is limited to entry of an

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order by the Court approving the assignment of the Idaho LS Assets and the consummation of the Transactions.

19. Based on his diligence, the Trustee believes that the Debtor’s estate will not be incurring any additional liabilities with respect to the Idaho LS Assets as a result of the Idaho LS Transaction.

20. The Idaho LS Transaction will ensure (a) the seamless transition of both the Idaho LS Assets to the Debtor and ultimately the Idaho-based Station assets to MVM, and (b) the preservation of value of the Debtor’s estate by consolidating all assets related to the Stations such that they will operate under the oversight and management of the Trustee pending the closing of MVM Transaction and any further transaction negotiated by the Trustee.

21. Because the FCC must consent to the transfer of the Licenses first to the Debtor and the Idaho Licenses ultimately to MVM, the closing of both Transactions is conditioned on receipt of the FCC’s consent as well as approval by the Court. The Idaho LS APA provides that the Trustee and Idaho LS shall cooperate to obtain FCC consent and Court approval of the Idaho LS Transaction and that Idaho LS will use commercially reasonable efforts to obtain consents, including from counterparties to assigned contracts, necessary to consummate the assignment of the Idaho LS Assets. Idaho LS APA §§ 6.3, 6.4, 7.3, 7.4. The MVM Transaction

22. The Trustee and MVM engaged in extensive good faith, arms’ length negotiations resulting in the terms of the MVM APA, through which MVM will purchase the Debtor’s assets related to its Stations in Idaho (the “Idaho Stations Assets”). The Trustee believes that the MVM Transaction for the Idaho Stations Assets represents the best available opportunity to maximize value as to such assets for the estate and all stakeholders.

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23. Some key provisions of the MVM APA2 include the following:

(a) MVM will purchase all of the Debtor’s right, title and interest in and to all of the Stations3 based in Idaho (collectively, the “Idaho Stations”) and all related assets including the Licenses, permits and other authorizations issued by the FCC, free and clear of liens, claims, encumbrances and other interests, with the exception of certain excluded assets. “Excluded Assets” include cash, rights to refunds and claims against third parties arising before the closing date, books and records, insurance policies and other identified assets.

(b) MVM will pay a “Purchase Price” in the total amount of Four Hundred Seventy-Five Thousand and No/100 Dollars ($475,000.00), $100,000 of which will be deposited in escrow to be released at the closing, along with payment of the balance of $375,000 by MVM. Accordingly, the Trustee, MVM and Piercy Bowler Taylor & Kern, as escrow agent, have executed the Escrow Agreement to hold the $100,000 payment.

(c) It is anticipated that certain of the Debtor’s executory contracts and unexpired leases related to the Idaho Stations, as set forth on Exhibit E hereto and incorporated by reference (collectively, the “Assigned Contracts”), will be assigned to MVM, subject to consents from any counterparty to such contracts and leases, where required.

(d) MVM will assume all liabilities (i) arising from or after the closing under the Assigned Contracts, (ii) related to the Idaho Stations Assets required to be paid after the Closing Date, to the extent associated with matters accruing after the closing date, (iii) and all other liabilities with respect to the Idaho Stations Assets arising after the closing date.

(e) Among other things, the closing is conditioned on the FCC’s consent, the Court’s entry of a final order approving of the MVM Transaction, the closing of the Idaho LS Transaction. 24. Among the features of the MVM APA that are particularly beneficial to unsecured creditors and other stakeholders of the Debtor are: (a) the assumption and payment of certain assumed liabilities so that such liabilities will not dilute the pool of general unsecured

2 Any summary of or reference to the MVM APA in this Motion is qualified in its entirety by the MVM APA itself. To the extent there are any conflicts between any summary or reference and the MVM APA, the terms of the MVM APA shall govern.

3 Such Stations are comprised of KECH-FM; KSKI-FM, and KYZK-FM, located in Sun Valley, Idaho; and KOUW- FM, located in Island Park, Idaho; including their translator facilities affiliated with K239AU and K281BH, located in Driggs, Idaho, and K276DW, located in Ketchum, Idaho.

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creditor claims; and (b) the retention of claims and causes of action against third-parties, by and for the benefit of the Debtor’s estate.

25. In addition, the Trustee will continue to market the remaining Stations and related assets (collectively, the “Wyoming Stations Assets”), with the opportunity to yield more consideration for the benefit of the estate.

The Local Programming and Marketing Agreement4 26. In order to ensure (a) the seamless transition of both the Idaho LS Assets to the Debtor (under the control of the Trustee) and ultimately the Idaho LS Assets and all other assets related to the Idaho-based Stations to MVM, and (b) the maximization of value of the estate by consolidating all assets related to the Stations such that they will operate under the oversight and management of the Trustee pending the closing of MVM Transaction and any further transaction negotiated by the Trustee, the Debtor and Idaho LS have entered into the LPMA.

27. Some key provisions of the LPMA include the following:

(a) The Debtor will transmit programming to Idaho LS, as the licensee of the FCC, and Idaho LS will broadcast such programming, on the Stations;

(b) The Debtor will pay certain reimbursable expenses (if any)5 delineated on Exhibit A to the LMA, including expenses for certain utilities, licensing fees, insurance premiums, taxes, regulatory fees, salaries and costs of personnel used in the production (but not the transmission) of programs, and delivery of programs to Idaho LS;

(c) The Debtor will sell advertising on the Stations and be responsible for the collection of accounts receivable arising therefrom (the “Advertising ARs”);

(d) The Debtor will be entitled to receive the Advertising AR outstanding on the date of closing of the MVM Transaction;

4 Any summary of or reference to the LPMA in this Motion is qualified in its entirety by the LPMA itself. To the extent there are any conflicts between any summary or reference and the LPMA, the terms of the LPMA shall govern.

5 The Trustee does not expect to have any reimbursement obligations as a result of the LPMA, as the Debtor currently pays for such expenses directly.

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(e) The Debtor’s programs will be compliant with FCC rules and regulations;

(f) Idaho LS will make available to the Debtor all of the airtime on the Stations for the Debtor’s programming;

(g) Idaho LS will provide access to and use of Idaho LS’s studio and office facilities located in Stations’ market for purposes of providing the Programs; and

(h) The Debtor will receive the benefits of the Stations’ contracts and agreements and will perform the obligations of Idaho LS, as applicable, thereunder, but only to the extent of the benefits received. 28. The term of the LPMA is for a period of 12 months but may be terminated by mutual agreement of the parties. Because the purpose of the LPMA is to ensure continued programming and operation of the Stations until the FCC provides its consent and the Transactions are closed, the Debtor anticipates that the LPMA will terminate at such time.

The Transactions Collectively

29. Because the MVM Transaction and the Idaho LS Transaction, including execution of the Escrow Agreement and the LPMA, respectively, are necessarily intertwined, the Trustee negotiated their respective terms with the mutual knowledge and understanding of Idaho LS, MVM and Chapparal.

30. In sum, as a result of the closing of the Transactions, (a) the Debtor’s estate would receive the consideration contemplated under the MVM Transaction; (b) the Debtor, under the Trustee’s management and administration, would operate and hold the remaining Wyoming Stations Assets as a going concern and be responsible for any obligations related thereto; (c) the Trustee would continue to market and pursue other opportunities to sell the Wyoming Stations Assets; and (d) MVM would own and operate the Idaho Stations Assets while operating the Idaho Stations.

31. The Trustee, based on its diligence and marketing efforts, believes that the consummation of the Transactions on the terms embodied in the Idaho LS APA, the LPMA, the

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MVM APA and the Escrow Agreement, represents the best offer and outcome with respect to the ownership and transfer of the Idaho LS Assets and all other assets, and is in the best interest of the Debtor’s estate.

E. The Sale of the Property Free and Clear of Purported Liens and Encumbrances 32. Other than the liens asserted by Chapparal, there are no known liens on the Idaho Stations Property. The Trustee has kept Chapparal apprised of his negotiations with both MVM and Idaho LS, and Chapparal supports the Debtor’s entry into the MVM APA and both proposed Transactions, in addition to the relief sought in this Motion.

33. As discussed in further detail below, the Trustee proposes to the sell the Idaho Stations Assets free and clear of interests pursuant to 11 U.S.C. § 363(f), with any liens, claims, encumbrances, pledges, mortgages, security interests, charges, options, and other Interests that may be raised in conjunction with this Motion attaching to the proceeds of the sale, after the deduction of the costs of sale, outstanding taxes and assessments, and any costs that the bankruptcy estate has incurred in relation to the Idaho Stations Assets that are allowable under 11 U.S.C. § 506(c) (the “Net Sale Proceeds”).

RELIEF REQUESTED 34. By this Motion, the Trustee seeks the entry of an order (a) authorizing the Debtor to enter into the Idaho LS APA and the LPMA and approving the Idaho LS Transaction, and (b) authorizing the Debtor to enter into the MVM APA and approving the MVM Transaction for the sale of the Idaho Stations Assets, free and clear of interests, with valid interests in the Idaho Stations Assets, if any, attaching to the Net Sale Proceeds.

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ARGUMENT

A. Applicable Authority

1. Section 363(b) of the Bankruptcy Code. 35. Section 363(b) of the Bankruptcy Code authorizes the use, sale or lease of estate property in the ordinary course of a debtor’s business without further order of the court. See, e.g., Bagus v. Clark (In re Buyer’s Club Markets, Inc.), 5 F.3d 455, 457 (10th Cir. 1993) (“The Code takes cognizance of the fact that if a debtor had to seek court approval to pay for every expense incurred during the normal course of its affairs, the debtor would be in court more than in business.”). Conversely, when outside of the ordinary course of business, the Bankruptcy Code requires notice and a hearing. 11 U.S.C. § 363(b)(1).

36. In order to approve a sale of a debtor’s assets outside the ordinary course of business, the Trustee must show that:

a. a sound business reason exists for the sale;

b. there has been adequate and reasonable notice to interested parties, including full disclosure of the sale terms and the debtor’s relationship with the buyer;

c. the sale price is fair and reasonable; and

d. the proposed buyer is proceeding in good faith. See In re Med. Software Solutions, 286 B.R. 431-439-40 (Bankr. D. Utah 2002).

37. Ostensibly, and especially when the proposed transaction is not a sale of a debtor’s assets as is the case here, courts focus on whether a “sound business reason” has been articulated in good faith. See Committee of Equity Security Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1071 (2d Cir. 1983) (identifying the “sound business purpose” test); In re Abbotts Dairies of Penn., Inc., 788 F.2d 143, 145-47 (3d Cir. 1986) (implicitly adopting the articulated business justification test with a “good faith” requirement); see also 3 Collier on

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Bankruptcy ¶ 363.02[4] (16th ed. rev. 2011) (“[C]ourts generally apply standards that, although stated various ways, represent essentially a business judgment test.”).

38. Courts generally defer to a debtor’s reasonable business judgment when it is “made in good faith, upon a reasonable basis, and within the scope of [its] authority under the Code” unless it is arbitrary and capricious. See In re Curlew Valley Assocs., 14 B.R. 506, 511-14 (Bankr. D. Utah 1981)(footnotes omitted).

39. In addition to the foregoing factors, where a transaction to an insider is proposed, it will be subject to heightened scrutiny to ensure an absence of fraud of collusion. See In re WK Lang Holdings, LLC, 2013 Bankr. LEXIS 5224, at *22 (Bankr. D. Kan. Dec. 11, 2013)(“When the purchaser at the proposed sale is an insider of the debtor, heightened scrutiny of the circumstances is required.”); see also In re Crown Village Farm, 415 B.R. 86, 93 (Bankr. D. Del. 2009) (proposed transaction with an insider is subject to heightened scrutiny, as required by non- bankruptcy law).

2. The Trustee Is Authorized to Consummate the Idaho LS Transaction in the Ordinary Course of the Debtor’s Business. 40. By executing the Idaho LS Transaction, the Debtor would continue its operations, broadcasting programs on them. This is also how the Debtor operated in the ordinary course of its business prior to commencing the Chapter 11 Case and has continued to operate during the case.

41. Whether a transaction is within the ordinary course of a debtor’s business requires evaluation of two standards: a horizontal standard and a vertical standard. The former examines the industry in which a debtor operates while the latter examines a debtor’s past practices. See Burlington Northern R.R. Co. v. Dant & Russell, Inc. (In re Dant & Russell, Inc.), 853 F.2d 700, 704-05 (9th Cir. 1988).

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42. Because the Idaho LS Transaction will not materially change the Debtor’s past operations, the vertical standard is easily satisfied. Likewise, the Debtor’s industry involves broadcasting radio programming which typically requires FCC licenses and broadcasting equipment and is governed by programming and marketing agreements, all of which will result from the Idaho LS Transaction. Accordingly, the horizontal standard likely is also satisfied, and Court-approval of the Idaho LS Transaction under section 363(b) of the Bankruptcy Code is not required.

43. However, the Idaho LS Transaction does carry a few aspects that could be considered out of the ordinary, such as: (a) the transfer of the Licenses and other Idaho LS Assets from Idaho LS to the Debtor, (b) the memorialization of the terms for the Debtor to provide programming, including advertising, to Idaho LS, and (c) most significantly, the tie-in to the MVM Transaction and, ultimately, to the Trustee’s marketing and sale efforts for all estate assets.

44. Even assuming arguendo that the Idaho LS Transaction constitutes the use of the property of the estate out of the ordinary course of the Debtor’s business, it would still be permitted a part of the collective Transactions under section 363(b) of the Bankruptcy Code with respect to the Idaho LS Transaction, as discussed below.6

3. The Use and Sale of Estate Property Pursuant to the Transactions Is Warranted. 45. As set forth above, in order to approve a sale of a debtor’s assets outside the ordinary course of business, a trustee must satisfy certain factors, with the focus on whether a sound business reason exists for the proposed transaction. Here, the proposed Transactions satisfy all four factors, as described below.

6 Notably, both the Idaho LS APA and the MVM APA require Court approval of their proposed underlying transactions. Therefore, this Motion addresses section 363(b) of the Bankruptcy Code and requests Court approval with respect to the Transactions together.

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Sound Business Purpose 46. Courts show great deference to a trustee’s decisions. See Summit Land Co. v. Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981). Additionally, a “presumption of reasonableness” attaches to the decisions of those controlling a debtor. In re John-Mansville Corp., 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986).

47. The Trustee submits that the proposed Transactions, including the transfer of the Idaho LS Assets to the Debtor pursuant to the terms of the Idaho LS APA, the concomitant sale and transfer of the Idaho Stations Assets to MVM pursuant to the terms of the MVM APA, and the entry into the LPMA so that the Stations may operate as a going concern, are based on sound business judgment.

48. The Trustee, after its informed diligence and evaluation of the Debtor and its operations, assets and industry, and after thoroughly marketing the Debtor’s assets, has concluded that operating and selling the Stations together with all related assets, including the Idaho LS Assets proposed to be transferred under the Idaho LS APA, as a going concern, i.e., while continuing to broadcast programming as proposed under the LPMA, is the best means to maximize value for the Debtor’s estate. The Trustee already has determined that the MVM Transaction presents the highest and best offer for the Idaho Stations Assets, and the Idaho LS Transaction, including the LPMA, is a necessary component of the MVM Transaction.

49. The Trustee has made an independent and informed decision based on his diligence of the Debtor and knowledge of its assets that the proposed Transactions represent the best opportunity to maximize value, not only for the Idaho Stations Assets pursuant to the MVM Transaction, but also for the Wyoming Stations Assets for any future transaction, for the benefit of the Debtor’s creditors, while minimizing further costs to the bankruptcy estate.

50. The proposed MVM Transaction pursuant to the terms of the MVM APA represents a fair and reasonable price for the Idaho Stations Assets based upon the Trustee’s

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research and diligence as to market conditions, the Debtor’s industry, and the nature and condition of its assets, in addition to the comprehensive marketing efforts of the Trustee.

51. Likewise, the proposed Idaho LS Transaction, including execution of the LPMA, will open a pathway to maximizing value by transferring the Idaho LS Assets to the Debtor without the payment of monetary consideration, consolidating control and operations over the Stations under the Debtor, maximizing going concern value.

52. Therefore, in his business judgment, the transfer of the Idaho LS Assets to the Debtor pursuant to the terms of the Idaho LS APA and the sale of the Idaho Stations Assets pursuant to the terms of the MVM APA are in the best interests of the Debtor’s estate.

Notice of the Proposed Sale Is Appropriate 53. The Trustee respectfully submits that the second prong of the four-part test has been met in this case because there has been adequate and reasonable notice to interested parties, including full disclosure of the material terms of all of the Transactions.

54. Furthermore, the sale of the Property has been appropriately marketed in a fashion typical of property of this nature by the Trustee.

55. Concurrent with the filing of this Motion, the Trustee has served a notice of hearing on the Motion upon (a) all creditors, including Chapparal, and other parties-in-interest, (b) all parties who have requested notice in this case, (c) all parties who have submitted an offer to purchase the Debtor’s assets, (d) the FCC, (e) Idaho LS, (f) all counterparties to Assigned Contracts and (g) the office of the United States Trustee. The notice provides, among other things, notice of the hearing on this Motion, a description of the Idaho LS Assets and the Idaho Stations Assets and the material terms of the Transactions.

56. The Trustee respectfully submits that such procedures are fair and reasonable, and afford notice as required under section 363 of the Bankruptcy Code and Bankruptcy Rules 2002 and 6004.

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Fair and Reasonable Price 57. The Trustee is not selling assets under the Idaho LS transaction so will not receive consideration thereunder. Regarding the MVM Transaction, the Trustee believes that the sale of the Idaho Stations Assets as proposed in the MVM APA is fair, reasonable and will ensure that the estate obtains the highest and best price for the Idaho Stations Assets. In his business judgment, the Trustee has received a fair and reasonable offer from MVM to purchase the Idaho Stations Assets for $475,000.00, in addition to the assumption of all post-closing liabilities.

Good Faith Purchaser 58. The Transactions were negotiated in good faith, with the cooperation and intent of Idaho LS to facilitate the ability of the Trustee to monetize the Debtor’s assets for maximum value. While the Trustee acknowledges that Idaho LS may be an “insider” as defined in Section 101 of the Bankruptcy Code, under the Idaho LS Transaction, Idaho LS is not a purchaser, and the Trustee would not transfer any assets to Idaho LS but would instead receive the Idaho LS Assets, enhancing and augmenting the estate.

59. Although the Bankruptcy Code does not define “good faith,” the Tenth Circuit has determined, in the context of 11 U.S.C. § 363(m), that a “good faith” purchaser is “one that buys in good faith, and for value.” Tompkins v. Frey (In re Bel Air Assocs., Ltd.), 706 F.2d 301, 304, (10th Cir. 1983). Actions that destroy a purchaser’s good faith include “fraud, collusion between the purchaser and other bidders or trustee, or an attempt to take grossly unfair advantage of other bidders.” Id. at 305 n. 11 (citation omitted); see also In re Lotspeich, 328 B.R. 209 (10th Cir. BAP 2005).

60. Here, the Trustee has marketed the Debtor’s assets in a fashion typical of property of this nature. Although MVM is connected to the Debtor and Idaho LS through their common principal, Richard Meachem, the MVM APA nonetheless represents an arm’s length transaction in which MVM has acted in good faith, without collusion or fraud of any kind.

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61. The Trustee, acting as an independent fiduciary, extensively marketed the Debtor’s assets before concluding that the proposed Transactions offered the most benefit to the bankruptcy estate.

62. Subsequently, the terms of the Transactions were negotiated by the Trustee, Idaho LS and MVM through their respective independent attorneys. Additionally, the purchase price set forth in the MVM APA represents a fair and reasonable value for the Idaho Stations Assets and is significantly higher than what the Trustee believes he could recover in a liquidation or from any other sale transaction. Indeed, Mr. Meachem’s cooperation was required to make the Transactions possible and will provide the opportunity for additional upside through the sale of the Wyoming Stations Assets, all for the benefit of the Debtor’s estate.

63. Notwithstanding the connections among Idaho LS, the Debtor and MVM, the Transactions hold up even under a heightened scrutiny. There simply has been no fraud or collusion during the entire marketing, negotiation and sale process.

64. Finally, the Idaho LS APA, the LPMA and the MVM APA and their respective terms are being fully disclosed to the Court and parties in interest.

65. Thus, the proposed Transactions are arm’s length transactions ultimately resulting in the sale of the Idaho Stations Assets to a good faith purchaser that are entitled to protection under section 363(m) of the Bankruptcy Code. Accordingly, the Trustee submits that MVM is entitled to the protections of section 363(m) of the Bankruptcy Code and a finding that there was no fraud or collusion involved in the Transactions.

The Sale of the Property Free and Clear of Interests Is Appropriate 66. 11 U.S.C. § 363(f) states that a trustee may sell estate property free and clear of interests, if:

(1) applicable non-bankruptcy law permits the sale of such property free and clear of such interest;

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(2) such entity consents;

(3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property;

(4) such interest is in bona fide dispute; or

(5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. 67. Because Section 363(f) is in the disjunctive, the satisfaction of any one of the five enumerated requirements will warrant the Trustee’s proposed sale of the Idaho Stations Property free and clear of any and all Interests.

68. The only holder of any Interest against the Debtor’s property is Chapparal, and it has consented to the Transactions, including the sale of the Idaho Stations Assets under the terms of the MVM APA.

69. Further, although the Trustee is not aware of any other party that claims an Interest in the Idaho Stations Assets, to the extent any party does assert an Interest in such assets, satisfaction of any of the foregoing statutory requirements will warrant the Trustee’s sale of the Idaho Stations Assets free and clear of such Interest. The Trustee reserves all rights to respond to Interests, if any, asserted in response to this Motion against the Idaho Stations Assets, and in so doing, the Trustee reserves any and all claims and defenses that the Trustee, the Debtor, or the estate possess with respect to the Idaho Stations Assets.

70. The Trustee submits that with respect to any Interest that may be asserted in conjunction with this Motion or the Idaho Stations Assets, other than the Interest of Chapparal, (a) such Interest is disputed; (b) the property securing any such Interest may be sold under applicable non-bankruptcy law, such as under laws permitting Chapparal to foreclose on its senior Interest; and/or (c) the party asserting any such Interest could be compelled to accept a money satisfaction in legal or equitable proceedings such as in a judicial foreclosure proceeding by Chaparral to foreclose its senior Interest in the Debtor’s property under Utah law (see, e.g.,

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Utah Code §§ 78B-6-901 to -909), whereby junior lienholders would be compelled to accept a money satisfaction or even no payment at all for their Interest, depending upon the value of the collateral. Alternatively, the party is adequately protected by the proposed sale inasmuch as such Interests will attach to the Net Sale Proceeds.

B. Assumption and Assignment of Executory Contracts and Unexpired Leases 71. Section 365(a) of the Bankruptcy Code provides that a trustee “subject to the court’s approval, may assume or reject any executory contract or unexpired lease of the debtor.” 11 U.S.C. § 365(a). Courts employ the business judgment standard in determining whether to approve the decision to assume or reject an executory contract or unexpired lease. See, e.g., In re HQ Global Holdings, Inc., 290 B.R. 507, 511 (Bankr. D. Del. 2003) (finding that debtor’s decision to assume or reject executory contract is governed by business judgment standard and may be overturned only if decision is product of bad faith, whim or caprice); In re Market Square Inn, Inc., 978 F.2d 116, 121 (3d Cir. 1992) (assumption or rejection of lease “will be a matter of business judgment by the bankruptcy court”); see also Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1099 (2d Cir. 1993). The “business judgment” test in this context only requires a demonstration that assumption or rejection of an executory contract or unexpired lease benefits the estate. See Sharon Steel Corp. v. Nat’l Fuel Gas Distrib. Corp., 872 F.2d 36, 40 (3d Cir. 1989). Any more exacting scrutiny would hinder the administration of the estate and increase costs. See Richmond Leasing Co. v. Capital Bank N.A., 762 F.2d 1303 (5th Cir. 1985).

72. Because the Idaho Stations Assets are being sold as a going concern to MVM, MVM has identified which Assigned Contracts, in addition to the Licenses, it requires be assumed and assigned to it. Under the Idaho LS APA, Idaho LS will assign its interests, if any, in the same contracts, in addition to all of the Licenses. Therefore, the Trustee’s determination regarding assumption is a sound exercise of business judgment because it aligns with the MVM

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Transaction. Given that consummation of the MVM Transaction is essential to maximize value of the Idaho Stations Assets, assumption and assignment of the Assigned Contracts and the Licenses as designated in both the Idaho LS APA and the MVM APA constitutes a sound exercise of business judgment.

73. The assignment of any Assigned Contracts and Licenses under the MVM Transaction requires compliance with the requirements of section 365 of the Bankruptcy Code, including section 365(b)(1) requiring the cure of any outstanding defaults under any of the Assigned Contracts to be assumed or providing adequate assurance that such defaults will be promptly cured.

74. One of the parties to an Assigned Contract, SBA Structures, Inc. (“SBA”), has asserted that a payment default exists with respect to its contract. The Trustee is not aware of any other alleged defaults under the Assigned Contracts or the Licenses. If any defaults do exist as of the closing of the MVM Transaction, the Trustee anticipates that any such defaults will not be material and will be cured or waived. In addition, as set forth above, the Transactions are both conditioned on the consent of the FCC to the assignment of the Licenses. Further, to the extent any particular Assigned Contract requires consent to assignment, the Idaho LS APA and the MVM APA both require the parties to cooperate in obtaining consent from the respective counterparties to such contracts. See Idaho LS APA § 5.5; MVM APA § 5.57.

75. In order to assign an executory contract or unexpired lease, Section 365(f)(2) of the Bankruptcy Code requires that “adequate assurance of future performance by the assignee of such contract or lease is provided.” 11 U.S.C. § 365(f)(2). The meaning of “adequate assurance of future performance” depends on the facts and circumstances of each case, but should be given “practical, pragmatic construction.” See In re Martin Paint Stores, 199 B.R. 258, 263 (Bankr.

7 To the extent consent is not obtained by the closing of the Transactions, the Idaho LS APA and the MVM APA both provide that the assignments thereunder shall to the extent permitted by law “constitute an equitable assignment . . . with Seller making available to Buyer the benefits thereof and Buyer performing the obligations thereunder on Seller's behalf.” Id.

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S.D.N.Y. 1996) (citations omitted)( “In the absence of any definition of ‘adequate assurance’ courts are counseled to give the phrase a pragmatic construction . . . At a minimum, the primary focus of adequate assurance concerns the assignee’s ability to fulfill the financial obligations . . “); see also Carlisle Homes, Inc. v. Azzari (In re Carlisle Homes, Inc.), 103 B.R. 524, 538 (Bankr. D.N.J. 1988) (citation omitted); In re Natco Indus., Inc., 54 B.R. 436, 440 (Bankr. S.D.N.Y. 1985) (adequate assurance of future performance does not mean absolute assurance that debtor will thrive and pay rent). Among other things, adequate assurance may be provided by evidence of the assignee’s financial health and experience in managing the type of enterprise or property assigned. See In re Bygaph, Inc., 56 B.R. 596, 605-06 (Bankr. S.D.N.Y. 1986) (adequate assurance of future performance satisfied when prospective assignee of lease has financial resources and expressed willingness to devote sufficient funding to business to give it strong likelihood of succeeding).

76. To the extent that any defaults exist under any Assigned Contract or License to be assigned or assumed and assigned in connection with the Transactions, the Trustee or MVM will cause to be cured or provide adequate assurance of a cure of any such default prior to such assumption and assignment. Furthermore, if necessary, at or prior to the hearing on this Motion, the Trustee or MVM will further present facts demonstrating the financial wherewithal of MVM, its industry experience, and its willingness and ability to perform under the Assigned Contracts and the Licenses.

77. Therefore, the Court, contract counterparties and the FCC will have sufficient opportunity to evaluate and to be heard with respect to any disputed cure amount and to MVM’s ability to perform in the future.

C. Waiver of Fourteen-Day Stay Under Bankruptcy Rules 6004(h) and 6006(d) 78. Pursuant to Bankruptcy Rule 6004(h), unless the Court orders otherwise, all orders authorizing the sale of property pursuant to section 363 of the Bankruptcy Code are

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automatically stayed for fourteen days after entry of the order. Similarly, under Bankruptcy Rule 6006(d), unless the Court orders otherwise, all orders authorizing the assignment of contracts or unexpired leases are automatically stayed for fourteen days after entry of the order. The purpose of Bankruptcy Rules 6004(h) and 6006(d) is to provide sufficient time for an objecting party to request a stay pending appeal before the order can be implemented. See Advisory Committee Notes to Fed. R. Bankr. P. 6004(h); Advisory Committee Notes to Fed. R. Bankr. P. 6006(d).

79. It is in the interest of creditors and the estate that the Transactions be consummated as quickly as possible without any stay pending appeal in light of the financial condition of the estate. The Transactions require Court approval and consent from the FCC as closing conditions. FCC consent to assignment of the Licenses has been requested, but the Trustee does not know when the FCC will approve such assignment. During such time, the Debtor will need to continue operations of the Stations to maintain their going concern value.

80. Delay of the approval of the Transactions and the closing of the Transactions could severely hinder the Debtor’s operations, reduce value and even cause lead to an inability to close the MVM Transaction, all to the detriment of the estate. On the other hand, expedited consummation of the Transactions will preserve the maximum going concern value for all assets related to the Stations and will minimize the ongoing operational costs to the benefit of the estate.

81. Moreover, as set forth above, the Trustee will provide adequate notice of the hearing on this Motion and the relief requested therein, to all of its creditors and other parties-in- interest, and therefore any person having any objection to the Motion will be afforded a reasonable opportunity to voice any objections or concerns. Accordingly, the Trustee is aware of no prejudice that would be caused by the Court’s waiver of Bankruptcy Rules 6004(h) and 6006(d).

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CONCLUSION WHEREFORE, the Trustee respectfully requests that the Court enter an order: (i) granting this Motion; (ii) authorizing the Trustee to enter into the Idaho LS APA and the LPMA and to consummate the Idaho LS Transaction; (iii) authorizing the Trustee to enter into the MVM APA and the Escrow Agreement and to consummate the MVM Transaction; (iv) authorizing the sale of the Idaho Stations Assets, free and clear of all interests pursuant to 11 U.S.C. §§ 363(b) and (f), with any valid Interests in the Idaho Stations Assets attaching to the Net Sale Proceeds; (v) finding that MVM is a good faith purchaser under section 363(m) of the Bankruptcy Code; (vi) authorizing the assumption (where applicable) and assignment of the

Assigned Contracts set forth on Exhibit E hereto; (vii) waiving the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d); and (viii) granting such other and further relief as is just and proper. DATED this 26th day of March 2019.

/ s / Michael F. Thomson Michael F. Thomson Peggy Hunt Megan Baker DORSEY & WHITNEY LLP Attorneys for Chapter 11 Trustee

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CERTIFICATE OF SERVICE – BY NOTICE OF ELECTRONIC FILING (CM/ECF)

I hereby certify that on this 26th day of March 2019, I electronically filed the foregoing MOTION FOR APPROVAL OF SALE TRANSACTIONS AND FOR AUTHORITY TO ENTER INTO ASSET PURCHASE AGREEMENTS AND ANCILLARY AGREEMENTS with the United States Bankruptcy Court for the District of Utah by using the CM/ECF system. I further certify that the parties of record in this case, as identified below, are registered CM/ECF uses and will be served through the CM/ECF system.

CERTIFICATE OF SERVICE – MAIL, OTHER

I hereby certify that on this 26th day of March 2019, I caused to be served a true and correct copy of the foregoing MOTION FOR APPROVAL OF SALE TRANSACTIONS AND FOR AUTHORITY TO ENTER INTO ASSET PURCHASE AGREEMENTS AND ANCILLARY AGREEMENTS as follows:

Other – By Electronic Mail, addressed to:

Chuck Wilkinson – [email protected]

Scott Andersen – [email protected]

Mail Service – By regular first class United States Mail, postage fully pre-paid, addressed to:

Federal Communications Commission Marlene Dortch, Secretary 445 12th Street, SW Federal Communications Commission Washington, DC 20554 445 12th Street, SW, RM TW-A325 Washington, DC 20554

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Kim Lee Michael Wagner 47 North 100 West Federal Communications Commission Jerome, ID 83338 445 12th Street, SW, RM TW-A325 Washington, DC 20554 David Schames, Manager URANUS, LLC RP Broadcasting Idaho, LLC PO Box 3163 Attn: Mark D. Hashimoto, Chapter 11 Hailey, ID 83333-3163 Trustee 7050 Union Park Avenue Robert Curran Suite 140 Law Office of Robert M. Curran, PLLC Salt Lake City, UT 84047 PO Box 2643 Ketchum, ID 83340-2643 Magic Valley Media, LLC Jerry T. Lundquist Attn: Richard O. Mecham PO Box 6165 1401 E Stillwood Drive 1645 Gannett Road Salt Lake City, UT 84117 Jackson, WY 93002

Rini O’Neil, PC SBA Steel, LLC, dba SBA Structures, LLC Attn: David G. O’Neil, Esq. P.O. Box 952448 1200 New Hampshire Avenue, NW Saint Louis, MO 63195-2448 Suite 600 Washington, DC 20036 Chaparral Broadcasting, Inc. Attn: Jerrold T. Lundquist, President RP Broadcasting Idaho LS, LLC P.O. Box 9498 1401 E. Stillwood Drive Jackson, WY 83002-9498 Salt Lake City, UT 84117 Luke Murley Claire Yenicay SAUL EWING ARNSTEIN & LEHR LLP 240 Greenwich Avenue 1201 North Market Street, Suite 2300 Greenwich, CT 06830 Wilmington, DE 19801

/ s / Michelle Montoya

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EXHIBIT A Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 27 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 28 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 29 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 30 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 31 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 32 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 33 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 34 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 35 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 36 of 297 Case 16-28578 Doc 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Document Page 149 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 150 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 151 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 152 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 153 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 154 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 155 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 156 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 157 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 158 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 159 of 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EXHIBIT B Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 162 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 163 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 164 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 165 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 166 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 167 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 168 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 169 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 170 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 171 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 172 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 173 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 174 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 175 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 176 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 177 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 178 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 179 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 180 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 181 of 297

EXHIBIT C Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 182 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 183 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 184 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 185 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 186 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 187 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 188 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 189 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 190 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 191 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 192 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 193 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 194 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 195 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 196 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 197 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 198 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 199 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 200 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 201 of 297 Case 16-28578 Doc 175 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EXHIBIT D Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 288 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 289 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 290 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 291 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 292 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 293 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 294 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 295 of 297 Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 296 of 297

EXHIBIT E Case 16-28578 Doc 175 Filed 03/26/19 Entered 03/26/19 13:36:16 Desc Main Document Page 297 of 297