JOHN Q. HAMMONS FALL 2006, LLC, Et Al., Debtors

UNITED STATES BANKRUPTCY COURT DISTRICT OF KANSAS AT KANSAS CITY

In re: ) ) JOHN Q. HAMMONS FALL 2006, LLC, et al. , ) Case No. 16-21142 ) Debtors. ) (Jointly Administered) )

DISCLOSURE STATEMENT WITH RESPECT TO DEBTORS' JOINT UNIMPAIRMENT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED AS OF DECEMBER 20, 2017

Mark Shaiken KS # 11011 Bruce Strauss KS # 70034 Mark Carder KS # 11529 Victor Weber KS # 78308 Nicholas Zluticky KS # 23935 MERRICK BAKER & STRAUSS, P.C. STINSON LEONARD STREET LLP 1044 Main Street, Suite 500 1201 Walnut Street, Suite 2900 Kansas City, MO 64105 Kansas City, MO 64106 Telephone: (816) 221-8855 Telephone: (816) 842-8600 Facsimile: (816) 221-7886 Facsimile: (816) 691-3495 [email protected] [email protected] [email protected] [email protected] [email protected]

Dated: December 20, 2017 KANSAS CITY, KANSAS

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 1 of 252 SUMMARY OF JOINT UNIMPAIRMENT PLAN OF REORGANIZATION

The Debtors, as debtors and debtors-in-possession (collectively, the "Debtors"), propose their Joint Unimpairment Plan of Reorganization (the "Plan") under section 1121(a) of title 11 of the United States Code (the "Bankruptcy Code"), dated as of December 20, 2017, as proponents pursuant to section 1129(a) of the Bankruptcy Code. This Disclosure Statement contains information relating to the history of the Debtors and their business operations, financial and valuation data relating to the Debtors' operations and their assets and liabilities, events which occurred during these Chapter 11 proceedings, financial projections, and a summary of the Plan and its terms.

Pursuant to the Plan, the Debtors will pay in full all allowed claims owed by the Debtors and distribute the net remaining value of their estates to the holders of their equity securities. In order to generate the funds to make such payment, the Debtors intend to sell sufficient assets or refinance sufficient debt to do so. At the present, the Debtors are unable to do so because lenders who would otherwise either refinance the debt owed by the Debtors or finance purchasers of the Debtors' assets will not provide such loans while JD Holdings, L.L.C. ("JDH") continues its appeals of orders of the United States Bankruptcy Court for the District of Kansas (the "Bankruptcy Court") which (a) denied JDH's motion to dismiss these bankruptcy cases, (b) denied a motion by JDH to grant relief from the automatic stay so that pre-petition state court litigation against these Debtors could continue, and (c) approved rejection of a right of first refusal agreement with JDH (collectively, the "JDH Appeals").

Before it became apparent that lenders will not proceed until the JDH Appeals conclude, the Debtors received bids from several qualified bidders to purchase the Debtors' 35-hotel portfolio for a price sufficient to satisfy all allowed claims the Debtors owe. The Debtors have cash and additional assets beyond the hotel portfolio which are worth hundreds of millions of dollars. Accordingly, the Debtors can feasibly pay all debts and distribute the net proceeds to their owners upon completion of the JDH Appeals and sale or refinancing of the Debtors' assets. The Plan therefore proposes to conduct a sale or close a refinancing once the JDH Appeals conclude. Barring JDH's voluntary dismissal of the JDH Appeals, resolution of the appeals is expected to take approximately two years to account for JDH's public statements that it will continue to appeal ultimately to the United States Supreme Court. Within 270 days after the JDH Appeals conclude, the Debtors will then sell or refinance their assets and use the proceeds to pay all allowed claims in full in a lump sum. The Debtors believe that this sequence of transactions is the only viable means available to secure competitive bidding for the Debtors' assets and thereby obtain their highest price for all constituencies.

The Plan memorializes this path to resolve the JDH Appeals and generate the cash necessary to pay creditors in full. The Plan would become effective at the end of the 270 days following the conclusion of the JDH Appeals. During the period after entry of a confirmation order approving the Plan and the effective date of the Plan, the Debtors will continue to operate their businesses as they have for decades, pay all priority and tax claims in full, continue to pay all secured debt according to the terms of the adequate protection orders and pending cash collateral orders in these cases, and pay interest on all allowed unsecured claims.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 2 of 252 TABLE OF CONTENTS

I. INTRODUCTION ...... 3 II. THE BANKRUPTCY PLAN INFORMATION AND PROCEDURES ...... 4 A. Notice to Holders of Claims ...... 4 B. Information Package ...... 5 C. Questions About Information ...... 5 D. Confirmation Hearing and Deadline for Objections to Confirmation ...... 5 III. HISTORY OF THE DEBTORS AND EVENTS LEADING TO COMMENCEMENT OF THE CHAPTER 11 CASE...... 6 A. Overview of Prepetition Business Operations ...... 6 B. Events Leading to Bankruptcy Protection ...... 9 C. Commencement of Bankruptcy Protection ...... 12 D. Pending Legal Proceedings as of the Commencement Date ...... 12 E. Selected Financial Data for Calendar Year 2016 ...... 12 F. Appraisal Data for Debtors' Assets ...... 12 G. Five Year Projections ...... 12 IV. DEBTORS' AFFILIATED CORPORATE STRUCTURE ...... 13 A. Current Corporate Structure ...... 13 B. Non-Debtor Subsidiaries ...... 13 C. Co-Trustees ...... 14 D. Officers and Directors ...... 14 V. INSIDER AND RELATED PARTY ISSUES ...... 14 VI. THE CHAPTER 11 CASE...... 15 A. Continuation of Business; Stay of Litigation ...... 15 B. Significant Events During the Bankruptcy Case ...... 15 VII. PLAN VALUATIONS ...... 19 VIII. PLAN DESCRIPTION ...... 20 A. Overview ...... 20 B. Claims and Interests ...... 22 C. Classification and Treatment of Claims ...... 23 IX. TREATMENT OF DISPUTED CLAIMS ...... 24 ii

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 3 of 252 X. EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...... 24 XI. CORPORATE GOVERNANCE / PLAN IMPLEMENTATION ...... 24 A. Continued Corporate Existence ...... 24 B. Trustees, Directors and Officers ...... 24 C. Charter, Certificate of Incorporation, Bylaws ...... 24 D. Exclusivity Period ...... 25 E. Effectuating Documents; Further Transactions ...... 25 F. Means for Making Plan Payments ...... 25 XII. RETAINED CAUSES OF ACTION ...... 25 XIII. EFFECT OF CONFIRMATION OF PLAN ...... 26 A. Term of Bankruptcy Injunction or Stays ...... 26 B. Revesting of Assets ...... 26 C. Discharge of Debtors ...... 26 D. Injunction ...... 26 XIV. EFFECTIVENESS OF THE PLAN ...... 27 XV. RETENTION OF JURISDICTION ...... 27 XVI. CERTAIN FACTORS TO BE CONSIDERED ...... 27 A. General Considerations ...... 27 B. Certain Bankruptcy Considerations ...... 27 C. Inherent Uncertainty of Financial Projections ...... 27 D. Competition ...... 28 E. Regulatory Issues ...... 28 XVII. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ...... 28 XVIII. ISSUES FOR PLAN CONFIRMATION ...... 30 A. Feasibility of the Plan...... 30 B. Best Interests of Creditors ...... 32 C. Acceptance of the Plan ...... 32

XIX. ALTERNATIVES TO PLAN CONFIRMATION AND CONSUMMATION ...... 32 A. Continuation of the Bankruptcy Case ...... 32 B. Alternative Plans of Reorganization ...... 33 C. Liquidation Under Chapter 7 or Chapter 11 ...... 33

XX. RECOMMENDATION ...... 33 iii

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 4 of 252 APPENDICES

Appendix 1 Debtors' Joint Unimpairment Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Dated as of December 20, 2017

Appendix 2 Claims Summary

Appendix 3 2016 Financial Statements for Non-Hotel Debtors

Appendix 4 Valuation Data for Debtors' Assets

Appendix 5 Five Year Financial Projections

Appendix 6 Organizational Chart for Hotel Debtors

Appendix 7 Management of Debtors

Appendix 8 Omnibus Objection

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 5 of 252 DISCLOSURE STATEMENT WITH RESPECT TO DEBTORS' JOINT UNIMPAIRMENT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED AS OF DECEMBER 20, 2017 1

DISCLAIMER

THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT ACCOMPANIES THE DEBTORS' JOINT UNIMPAIRMENT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED AS OF DECEMBER 20, 2017 (THE "PLAN") AND IS INCLUDED HEREIN FOR PURPOSES OF INFORMING THE HOLDERS OF CLAIMS AGAINST AND OF EQUITY INTERESTS IN THE DEBTOR ENTITIES WHOSE BANKRUPTCY CASES ARE JOINTLY-ADMINISTERED UNDER THE CAPTIONED CASE NUMBER ABOUT THE TERMS PROPOSED BY THE PLAN. THE INFORMATION CONTAINED HEREIN MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO OBJECT TO CONFIRMATION OF THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS REGARDING THE PLAN OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT.

ALL CREDITORS AND HOLDERS OF EQUITY INTERESTS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE MAKING A DETERMINATION WITH RESPECT TO FILING ANY OBJECTION TO CONFIRMATION OF THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, OTHER EXHIBITS / APPENDICES ANNEXED OR REFERRED TO IN THE PLAN, AND THIS DISCLOSURE STATEMENT. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3016(b) AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER LAWS GOVERNING DISCLOSURE OUTSIDE THE CONTEXT OF CHAPTER 11.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION, OR WAIVER, BUT RATHER AS A STATEMENT MADE IN THE NATURE OF SETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING NOR SHALL IT BE

1 Capitalized terms contained herein have the same meaning as set forth in the Plan. 1

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 6 of 252 CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF CLAIMS AGAINST, OR EQUITY INTERESTS IN, THE DEBTORS.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 7 of 252 I. INTRODUCTION

The Debtors 2, as debtors and debtors-in-possession, submit this Disclosure Statement pursuant to section 1125(b) of the Bankruptcy Code, for use in consideration of the Plan, which was filed with the Bankruptcy Court, a copy of which is attached as Appendix 1 hereto.

This Disclosure Statement sets forth certain information regarding the Debtors' prepetition history, significant events that have occurred during the Chapter 11 cases (collectively, the "Chapter 11 Case"), describes the Plan (including certain alternatives to the Plan), certain effects of confirmation of the Plan and the anticipated organization, operations and financial information of Reorganized Debtors following the Confirmation Date and on and after the Effective Date of the Plan, and the means and manner in which distributions will be made under the Plan. In addition, this Disclosure Statement discusses the Plan confirmation process.

FOR A DESCRIPTION OF THE PLAN AND VARIOUS RISK AND OTHER FACTORS PERTAINING TO THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS AGAINST DEBTORS, PLEASE SEE "CERTAIN FACTORS TO BE CONSIDERED."

THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, AND DESCRIBES OR CONTAINS CERTAIN DOCUMENTS RELATED TO THE PLAN, CERTAIN EVENTS IN THE CHAPTER 11 CASE, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS BELIEVE THAT THE PLAN AND RELATED DOCUMENTS AND OTHER SUMMARIES ARE ACCURATE AND COMPLETE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH

2 ACLOST, LLC, Bricktown Residence Catering Co., Inc., Chateau Catering Co., Inc., Chateau Lake, LLC, City Centre Hotel Corporation, Civic Center Redevelopment Corp., Concord Golf Catering Co., Inc., Concord Hotel Catering Co., Inc., East Peoria Catering Co., Inc., Fort Smith Catering Co., Inc., Franklin/Crescent Catering Co., Inc., Glendale Coyotes Catering Co., Inc., Glendale Coyotes Hotel Catering Co., Inc., Hammons, Inc., Hammons of Arkansas, LLC, Hammons of Colorado, LLC, Hammons of Franklin, LLC, Hammons of Frisco, LLC, Hammons of Huntsville, LLC, Hammons of Lincoln, LLC, Hammons of New Mexico, LLC, Hammons of Oklahoma City, LLC, Hammons of Richardson, LLC, Hammons of Rogers, Inc., Hammons of Sioux Falls, LLC, Hammons of South Carolina, LLC, Hammons of Tulsa, LLC, Hampton Catering Co., Inc., Hot Springs Catering Co., Inc., Huntsville Catering, LLC, International Catering Co., Inc., John Q. Hammons 2015 Loan Holdings, LLC, John Q. Hammons Center, LLC, John Q. Hammons Fall 2006, LLC, John Q. Hammons Hotels Development, LLC, John Q. Hammons Hotels Management I Corporation, John Q. Hammons Hotels Management II, LP, John Q. Hammons Hotels Management, LLC, Joplin Residence Catering Co., Inc., JQH – Allen Development, LLC, JQH – Concord Development, LLC, JQH – East Peoria Development, LLC, JQH - Ft. Smith Development, LLC, JQH – Glendale AZ Development, LLC, JQH - Kansas City Development, LLC, JQH - La Vista Conference Center Development, LLC, JQH - La Vista CY Development, LLC, JQH - La Vista III Development, LLC, JQH - Lake of the Ozarks Development, LLC , JQH – Murfreesboro Development, LLC, JQH – Normal Development, LLC, JQH – Norman Development, LLC, JQH – Oklahoma City Bricktown Development, LLC, JQH – Olathe Development, LLC, JQH – Pleasant Grove Development, LLC, JQH – Rogers Convention Center Development, LLC, JQH – San Marcos Development, LLC, Junction City Catering Co., Inc., KC Residence Catering Co., Inc., La Vista CY Catering Co., Inc., La Vista ES Catering Co., Inc., Lincoln P Street Catering Co., Inc., Loveland Catering Co., Inc., Manzano Catering Co., Inc., Murfreesboro Catering Co., Inc., Normal Catering Co., Inc., OKC Courtyard Catering Co., Inc., R-2 Operating Co., Inc., Revocable Trust of John Q. Hammons Dated December 28, 1989 as Amended and Restated, Richardson Hammons, LP, Rogers ES Catering Co., Inc., SGF – Courtyard Catering Co., Inc., Sioux Falls Convention/Arena Catering Co., Inc., St Charles Catering Co., Inc., Tulsa/169 Catering Co., Inc., and U.P. Catering Co., Inc. 3

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 8 of 252 DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS' MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY INACCURACY OR OMISSION.

II. THE BANKRUPTCY PLAN INFORMATION AND PROCEDURES

A. Notice to Holders of Claims

This Disclosure Statement is being transmitted to Claim holders for the purpose of describing the terms of the Plan and to others for informational purposes. Because all Classes of Allowed Claims are unimpaired in treatment by the Plan, the Debtors are not soliciting holders of Allowed Claims for votes to accept or reject the Plan. Each holder is deemed to have accepted the Plan because of the unimpaired treatment of each holder's Allowed Claim. The purpose of this Disclosure Statement is to provide adequate information to enable the holder of a Claim to make a reasonably informed decision with respect to whether to object to confirmation of the Plan to the extent such holder possesses standing to do so.

The Bankruptcy Court approved this Disclosure Statement as containing information of a kind and in sufficient detail adequate to enable the Claim holders to make an informed judgment with respect to asserting any such objection. THE BANKRUPTCY COURT'S APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE EITHER A GUARANTEE OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN OR AN ENDORSEMENT OF THE PLAN BY THE BANKRUPTCY COURT.

ALL CLAIM HOLDERS ARE ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND ITS APPENDICES CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING TO ASSERT ANY OBJECTION TO CONFIRMATION OF THE PLAN. This Disclosure Statement contains important information about the Plan and developments concerning the Chapter 11 Case.

THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT AUTHORIZED BY THE BANKRUPTCY COURT TO BE USED IN CONNECTION WITH THE CONFIRMATION OF THE PLAN. No person has been authorized to distribute any information concerning the Debtors or the Plan other than the information contained herein.

CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS, BY ITS NATURE, FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL, FUTURE RESULTS. Except with respect to the projections set forth in Appendix 5 attached hereto (the "Projections") and except as otherwise specifically and expressly stated herein, this Disclosure Statement does not reflect any events that may occur subsequent to the date hereof and that may have a material impact on the information contained in this Disclosure Statement. Neither the Debtors nor the Reorganized Debtors intend to update the Projections for the purposes hereof; thus the Projections will not reflect the impact of any

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 9 of 252 subsequent events not already accounted for in the assumptions underlying the Projections. Further, the Debtors do not anticipate that any amendments or supplements to this Disclosure Statement will be distributed to reflect such occurrences. Accordingly, the delivery of this Disclosure Statement does not under any circumstance imply that the information herein is correct or complete as of any time subsequent to the date hereof.

EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTANT AND HAS NOT NECESSARILY BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

B. Information Package

Accompanying this Disclosure Statement are copies of (1) the Plan (Appendix 1 hereto); (2) the notice of, among other things, (a) the date, time and place of the hearing to consider the confirmation of the Plan and related matters, and (b) the time for filing objections to the confirmation of the Plan (the "Confirmation Hearing Notice").

C. Questions About Information

If (1) you have any questions about (a) the packet of materials that you have received, or (b) the amount of your Claim; or (2) you wish to obtain, at your own expense, unless otherwise specifically required by Bankruptcy Rule 3017(d), an additional copy of the Plan, this Disclosure Statement, or any appendices or exhibits to such documents, please contact:

Nicholas Zluticky STINSON LEONARD STREET LLP 1201 Walnut Street, Suite 2900 Kansas City, MO 64106 Telephone: (816) 842-8600 Facsimile: (816) 691-3495 [email protected]

D. Confirmation Hearing and Deadline for Objections to Confirmation

Pursuant to section 1128 of the Bankruptcy Code and Bankruptcy Rule 3017(c), the Bankruptcy Court has scheduled the Confirmation Hearing for February __, 2018, at _:__ _.m. (prevailing Central time), at the United States Bankruptcy Court for the District of Kansas, 500 State Avenue, Kansas City, KS 66101. The hearing may be continued from time to time by the Bankruptcy Court without further notice except for the announcement of the new hearing date made at the hearing or at any subsequent continued hearing. The Bankruptcy Court has directed that objections, if any, to confirmation of the Plan must be filed with the Clerk of the Bankruptcy Court and served so that they are RECEIVED on or before February __, 2018, at 4:00 p.m. (prevailing Central time) by:

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 10 of 252 Counsel for the Debtors

Mark Shaiken KS # 11011 Mark Carder KS # 11529 Nicholas Zluticky KS # 23935 STINSON LEONARD STREET LLP 1201 Walnut Street, Suite 2900 Kansas City, MO 64106 Telephone: (816) 842-8600 Facsimile: (816) 691-3495 [email protected] [email protected] [email protected] and

United States Trustee

The Office of the United States Trustee 301 N. Main, Suite 1150 Wichita, KS 67202 Attn: Bonnie Hackler Telephone: (316) 269-6637

III. HISTORY OF THE DEBTORS AND EVENTS LEADING TO COMMENCEMENT OF THE CHAPTER 11 CASE

A. Overview of Prepetition Business Operations

The Debtors in the Chapter 11 Case consist of the Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated (the "Trust"), and 75 of its directly or indirectly wholly-owned subsidiaries and affiliates (collectively "JQH"). The Trust is administered by two Successor Trustees – the long-time business colleague of founder John Q. Hammons and Chief Executive Officer of John Q. Hammons Hotels Management, LLC ("Management"), Jacqueline Dowdy, and Greggory Groves, Senior Vice President and General Counsel of Management. The Debtors' business operations are divided into the operation of the Debtors' hotels, resorts and convention centers (collectively, the "Hotel Operations") and the operation of several non-hotel businesses and land owned in whole or in part by the Trust (collectively, the "Trust Operations").

1. The Hotel Operations

The Debtors collectively operate an enterprise known as JQH. Management operates and manages 35 hotels throughout the United States. A wholly-owned subsidiary of the Trust and the manager of all JQH's hotels, Management employs more than 4,000 people throughout the United States.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 11 of 252 In the 1950s, John Q. Hammons recognized a growing need for quality hotels throughout the country. As a successful real estate investor and developer, Mr. Hammons had the experience and knowledge required to achieve his ambitions. In 1958, he partnered with Roy Winegardner, and the two purchased ten Holiday Inn Hotel franchises. These properties were immediately successful and served as an early indicator of Mr. Hammons' future success in the industry.

The partners went on to found Winegardner and Hammons, Inc., and developed a total of 67 Holiday Inn Hotels. In 1969, Mr. Hammons formed an additional company, John Q. Hammons Hotels, Inc., and relied on his own strategies and acumen for site selection. The company's portfolio quickly grew to include Embassy Suites, Marriott, Sheraton and Radisson Hotels as well as several independently-branded hotels and resorts.

In 1994, Mr. Hammons took his company public and launched a new era of hotel development. Beginning in 2005 and continuing to the present, the company is once again privately owned, currently operating 35 hotels in 16 states. Mr. Hammons died on May 26, 2013 at the age of 94. Over the course of his impressive 52-year career in the lodging industry, Mr. Hammons developed 210 hotel properties in 40 states and was honored with numerous lifetime achievement awards, including "Hotelier of the World."

Today, Management operates hotels independently as well as under the flags of Embassy Suites by Hilton, IHG (Holiday Inn Express), Marriott (Courtyard by Marriott, Marriott, Renaissance, and Residence Inn), and Starwood. The hotels are located in Alabama, Arizona, Arkansas, Colorado, Illinois, Kansas, Missouri, Nebraska, New Mexico, North Carolina, Oklahoma, South Carolina, South Dakota, Tennessee, Texas, and Virginia. Several of the properties include large convention centers and golf courses. The affiliated companies comprise an integrated family of hotel companies that, in the aggregate, is one of the largest private independent owner and hotel management companies in the United States, with a portfolio that is comprised of more than approximately 8,400 guest rooms and more than 1 million square feet of banquet space.

Among many duties, members of the Management team oversee food and beverage services, identify sales opportunities and manage the operations of each hotel to ensure quality lodging experiences, rewarding employee tenure and the fiscal health of each hotel.

Mr. Hammons and many JQH hotels have been the recipients of prestigious awards in the hospitality industry. Some of the most recent awards and acknowledgments include:

• The Marriott International Inc.'s Spirit to Preserve Award for continued support and focus on sustainability. The award recognizes those groups who have the highest percentage of activated hotels and highest level of environmental practices based on Green Hotels Global data and company-wide sustainability programs;

• Seven prestigious recognitions as a part of the 2014 Embassy Suites Brand Awards, more than any other management company of Embassy Suites branded properties;

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 12 of 252 • Embassy Suites San Marcos awarded 2014 sales team of the year by Embassy Suites Hotels;

• Embassy Suites - Loveland Hotel, Spa & Convention Center in Colorado received the "Connie Award" for being one of the top three ranked hotels in the 2014 Embassy Suites brand, and was named the #1 Embassy Suites in the world for 2013;

• Embassy Suites Omaha - La Vista / Hotel & Conference Center ranked #10 and Embassy Suites Nashville SE Murfreesboro -- Hotel & Conference Center ranked #13 among the best of more than 215 upscale, all-suite Embassy Suites hotels across the Americas;

• Embassy Suites Omaha - La Vista was recognized with the 2014 Platinum Adrian Award from the Hospitality Sales and Marketing Association International for project research success;

• Embassy Suites Nashville SE - Murfreesboro and Embassy Suites Omaha La Vista Hotel & Convention Center were Embassy Suites Quality Award Winners for 2013, top 10%;

• Seven JQH Embassy Suites Hotels ranked among the best in 2013 and five more were recognized for performance that same year;

• Courtyard by Marriott Dallas-Allen was named 2012 "Hotel of the Year" at the Hotel Association of North Texas' Sixth Annual HOSPY's Awards Gala;

• Renaissance Oklahoma City Convention Center, Hotel & Spa received several prestigious awards for outstanding performance, including Convention South's 2011 Class of Readers' Choice Awards, Smart Meetings' 2011 Platinum Choice Awards, and 2011 CMUS Talk of the Town Award for Excellence in Customer Satisfaction;

• Lodging Hospitality has named 18 JQH hotels in the top 100 on their list of best- performing hotels;

• In 2009, Mr. Hammons received the Hilton Hotels Corporation: Hilton Family Lifetime Achievement Award;

• In 2009, Mr. Hammons received the Lodging Conference: Above & Beyond Award; and

• In 2009, JQH owned and operated 11 hotels in the top 20 of all Embassy Suites hotels in the world, including 4 in the top 5.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 13 of 252 Since Mr. Hammons' death in 2013, under the leadership and oversight of Ms. Dowdy, Management has successfully continued its operations and remained a stable, integrated hospitality conglomerate.

2. The Trust Operations

In addition to its operation of its hotels through Management, the Trust owns numerous and varied other assets, such as: (a) more than 30 parcels of undeveloped real estate in 11 states (Arkansas, Colorado, Iowa, Kansas, Missouri, Nevada, New Mexico, North Carolina, Oklahoma, Texas, and Utah); and (b) the Joplin Convention & Trade Center in Joplin, Missouri. The Trust is also one of the largest owners of real estate in Springfield, Missouri, where its buildings include: (i) the Enterprise Building, (ii) a Mini Storage facility, (iii) the JQH Office Building, (iv) Hammons Field (the home of the Springfield Cardinals, the AA Texas League affiliate of the St. Louis Cardinals), (v) Kinser House, (vi) a building in which the John Q. Hammons Missouri Sports Hall of Fame is located, (vii) the Jordan Valley Car Park (a parking garage with 970 spaces), and (viii) a residence in Southern Hills.

The Trust also directly or indirectly owns and operates interests in more than 15 other entities that are not Debtors in the Chapter 11 Case which themselves own and operate, among other things, vacant land, office buildings, the Federal Courthouse in Springfield, Missouri, golf courses, real estate leased to restaurants, a minority interest in a casino, and the rights to the film "The Great American West."

B. Events Leading to Bankruptcy Protection

JQH has been consistently profitable over the long period of its business operations. It is not its profitability or business operations that required resort to bankruptcy protection in 2016. Instead, such protection was necessitated by litigation in (a) Delaware over the proper interpretation and remedies of a right of first refusal agreement by the contract counterparty, and (b) Illinois over the propriety of acceleration of the maturity date of a very large loan debt by reason of "non-monetary" defaults when no payment default had occurred. These lawsuits threatened the enterprise that consistently paid its creditors and maintained equity in its assets.

1. JD Holdings Right of First Refusal Litigation

Notwithstanding its sustained growth, profitability and commitment to excellence, since 2012, the Debtors have been involved in contentious, far-reaching, expensive, and sustained litigation brought by entities owned and controlled by New York financier Jonathan Eilian ("Eilian"), including his company, JD Holdings, L.L.C. ("JDH"). This litigation arose from a 2005 transaction between Mr. Hammons and Eilian which included a right of first refusal agreement ("ROFR") between the parties whereby JDH had the right to match offers made by third parties to buy certain assets of certain Debtors. Eilian claimed that the ROFR provided that, if the Hammons entities breached, those entities could be forced to sell the assets to JDH for 20% less than the price otherwise payable. After JDH asserted a breach, a 2008 amendment to the ROFR added that JDH could under certain circumstances require five-year interest-only seller financing for 22.5% of the price of any purchase of such assets from those

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 14 of 252 Hammons entities. The parties disputed the interpretation of several aspects of the ROFR, as amended.

The lawsuit filed by JDH was not based on an allegation that any Hammons entity failed to offer to JDH the right to match an offer by a third party to buy such assets. Instead, JDH sought to force a sale of the assets directly to JDH without an offer by a third party. The ROFR required certain Debtors to sell those assets within the later to occur of (a) two years after the death of Mr. Hammons, or (b) a permitted disposition of certain preferred equity investments "by Hammons" entities in a partnership with Eilian entities.

No Hammons entity ever disposed of these investments. Instead, after two years passed following Mr. Hammons' death, JDH argued that a "liquidation" of the partnership engineered by Eilian entities wherein they purported to sell the partnership assets to another affiliate of Eilian constituted a disposition "by Hammons" of the Hammons preferred equity interests. JDH made this argument despite the fact that the "liquidation" was controlled by an affiliate of Eilian and not by any Hammons entity. Because the Hammons entities had not disposed of the preferred equity investments, the Debtors opposed the lawsuit claims.

Nevertheless, the Delaware Chancery Court (the "Chancery Court") adopted the interpretation by JDH despite the express and plain meaning of the terms of the ROFR. JDH opposed an immediate appeal of the interlocutory decision and the Chancery Court denied the Hammons defendants' request to pursue such an appeal. The Debtors were thus denied the opportunity to seek reversal of this interpretation. The Debtors were concerned that the Chancery Court would force a direct sale to JDH, possibly at a discount of 20% less than such value on unsecured, interest-only seller-financing terms. Like the interpretation discussed above concerning the period of time in which the Hammons entities could sell the assets, this interpretation of the sale clause disregarded the fact that a forced sale was to be made for 20% less than "the price otherwise payable." The only price mentioned in the ROFR concerns an offer by a third party – not a value arbitrarily found by a court.

In addition, the Chancery Court entered a preliminary, pre-trial court order that purported to severely restrict the Debtors' ability and right to conduct their businesses in the normal manner despite the fact that no trial had yet been conducted. As a result, the Debtors were placed at risk that the Chancery Court would simply arbitrarily decide a value for the assets on its own without a pending purchase price, require JDH to pay only 80% of that value and then force the Debtors to be paid only 77.5% of that reduced value, while receiving a dubious unsecured promise from JDH to pay interest-only for five years on the remaining 22.5% of such value.

Despite the healthy amount of equity held by the Debtors in their assets, such a judgment risked destruction of such equity, leaving the Debtors insolvent with no means to pay their creditors. An appeal after any such judgment would not have prevented that outcome due to the size of an appeal bond required to obtain a stay of the judgment pending appeal. In the meantime, the Debtors could not operate and finance their businesses in a proper manner while awaiting trial of the lawsuit. 3

3 This litigation seeking such "specific performance" of the ROFR was pursued by JDH despite the fact that the agreements signed in the 2005 transaction precluded enforcement of the ROFR if an affiliate of Eilian's was in 10

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 15 of 252 The Debtors therefore determined, as one of the reasons that they needed to seek bankruptcy protection, that rejection of the ROFR under the Bankruptcy Code was necessary to preserve the value of their assets in order to pay their creditors and preserve the excess value for the holders of their Equity Interests and the charitable obligations of the Trust. Such rejection under the Bankruptcy Code relieves a debtor from performing a contract and gives the counterparty such monetary damages, if any, as nonbankruptcy law would permit.

2. SFI Belmont Litigation

The other relevant litigation arose from dealings with another party directly involved in the same 2005 transaction with the Eilian entities named iStar Financial, Inc. ("iStar"). Eilian has a long-standing relationship with a principal of iStar and has served on the board of directors for iStar. Certain Debtors entered into a loan with Atrium Lendco, LLC (an Eilian entity) at the time. The loan was later assigned by Atrium Lendco, LLC, to SFI Belmont, LLC ("SFI"), a wholly-owned subsidiary of iStar.

Although the Debtors made all payments to SFI when due, SFI nevertheless brought multiple lawsuits seeking a monetary recovery of more than $140 million in the Circuit Court of Cook County in Chicago. These lawsuits were brought years before the stated maturity of the loan, and in each of these lawsuits, SFI contended that the maturity date should be accelerated due to alleged non-monetary covenant defaults.

While the Circuit Court rejected multiple attempts by SFI to accelerate the maturity date, the Debtors were concerned that SFI would likely ultimately convince the Illinois court to enter the sought-after judgment in late June 2016. Entry of a lump sum judgment for such an amount would significantly imperil the Debtors' ability to continue in business. As with the JDH litigation, due to the size of the loan, the Debtors would not be able to enjoin SFI from seizing the bank accounts of the Debtors while the Debtors sought to reverse such a judgment in the Illinois appellate courts. There would be no means by which the Debtors could continue in business and preserve the going concern value of their business, resulting in an inability to pay their creditors in full and maintain the Debtors' equity in their assets. Bankruptcy protection was the only means to stay such execution on a judgment and repay SFI in an orderly manner while retaining their liquidity to continue the business operations of the Debtors as a going concern.

3. Nomura Freeze On Bank Deposits

One of the consequences of the pre-trial order entered by the Chancery Court was that normal refinancing of mortgage debt on sensible terms became impossible. As a result, when a large debt owed to Nomura Credit Corporation ("Nomura") came due in early 2016, the Debtors judgment was to forego refinancing the debt pending the JDH trial and the loan went into default. Approximately $6 million of the Debtors' funds were blocked from use by Nomura. Like the actions taken by JDH and SFI, this interference with use of cash threatened to disrupt the ability of the Debtors to continue as a going concern.

default of a particular debt obligation. In fact, documents establish that the affiliate was in such default when JDH sought this relief against the Debtors. As a result, Debtors believe that JDH did not possess the right to pursue the ROFR against the Debtors in Delaware or the Bankruptcy Court. 11

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 16 of 252 The Debtors determined that bankruptcy relief was the only means to continue because they could then operate without the restrictions of the Chancery Court which in turn led to the inability to refinance debt like Nomura's which further resulted in loss of use of funds.

C. Commencement of Bankruptcy Protection

As a result, the Debtors commenced these bankruptcy cases on June 26, 2016 and July 5, 2016, to enable them to be relieved from the misinterpretation of the ROFR provisions and pre-trial order of the Delaware Chancery Court, address the SFI debt over time in an orderly manner, and recover use of the Nomura funds in a proceeding that would permit the Debtors to pay all their legal obligations in a manner which preserved their businesses as a going concern.

The commencement of the Chapter 11 Case was approved unanimously by each of the various members, officers and directors of the Debtor entities, including the successor co-trustees of the Trust: Jacqueline Dowdy and Greggory A. Groves, as well as various independent directors with no affiliation to the Debtors.

D. Pending Legal Proceedings as of the Commencement Date

Other than the pending Chancery Court and Illinois litigation, there was no material, uninsured litigation in which the Debtors were involved.

E. Selected Financial Data for Calendar Year 2016

Attached as Appendix 3 are unaudited financial statements on those Debtors which do not own significant assets but participate in the integrated hotel and other businesses owned and operated by other Debtors. The statements concern 2016 and therefore reflect both the prepetition and post-petition periods during 2016. The values reported there do not reflect market values, but rather are merely based on accounting principles. The assets of the other Debtors are most accurately portrayed by the appraisals made of their properties along with the qualification that the Debtors have consistently sold their assets for prices much higher than appraised values.

F. Appraisal Data for Debtors' Assets

Attached as Appendix 4 is a listing of the valuation of the principal assets of the Debtors, based primarily upon appraisals by TS Worldwide, LLC d/b/a HVS ("HVS") and Alvarez & Marsal Valuation Services, LLC ("A&M"). The basis for the hotel values is set on appraised values based on "as renovated" analysis, as confirmed by the bids actually received in the marketing and sale process undertaken by the Debtors during the pendency of the Chapter 11 Case. Based on the experience of auctions with multiple qualified bidders, the Debtors believe the market price after competitive bidding will be higher than the values stated here.

G. Five Year Projections

Attached as Appendix 5 are projections for operating results for the operating Debtors for the five-year period from January 1, 2018 through December 31, 2022. These projections reflect the means by which the Debtors can operate their businesses (while 12

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 17 of 252 continuing to pay down their mortgage debt and paying interest on unsecured debt) until the resolution of the JDH Appeals permits sale by competitive bidding or refinancing of such assets of the Debtors as is necessary to pay all Allowed Claims in a lump sum on the Effective Date of the Plan. These projections report a five-year period, but the Debtors expect that the Effective Date is likely to occur in 2020 (if JDH does not voluntarily relent in its appeals).

IV. DEBTORS' AFFILIATED CORPORATE STRUCTURE

A. Current Corporate Structure

The Trust, either directly or indirectly, owns 100% of the equity interests in each of the other 75 Debtors. An organizational chart of the Debtors owning hotels is attached as Appendix 6 hereto.

B. Non-Debtor Subsidiaries

The Trust also holds interests in the following non-Debtor subsidiaries:

Name of Entity Ownership Interest Description

Baker Smith Jones 50% Holds only an intercompany receivable.

Blue Hills Company 50% Owns and manages a 46,000 square foot office building in Cincinnati, Ohio.

Burger Station LLC 100% Collects rent on three leased food service buildings in Missouri owned by the Trust.

Des Plaines Development 100% Owns a minority interest in a riverboat Holdings, LLC casino in Joliet, Illinois.

Highland Springs, LLC 100% Owns the land and manages the Highland Springs Country Club in Springfield, Missouri.

Highland Springs Country 100% Sells memberships to Highland Springs Club, Inc. Country Club in Springfield, Missouri, and collects fees for food, golf and beverages.

JQH Industries LLC 100% Owns two parcels of vacant land on Glenstone Avenue in Springfield, Missouri.

JQH Springfield Courthouse 100% Owns and leases the federal courthouse LLC in Springfield, Missouri.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 18 of 252 JQH Springfield Tower LLC 100% Owns and leases Hammons Tower in Springfield, Missouri.

John Q. Hammons Accounting 100% Provides accounting services for JQH's Services LLC hotel operations.

John Q. Hammons Film 100% Owns the rights to the film "The Great Entertainment LLC American West."

John Q. Hammons Industries 100% Formerly owned and managed real Inc. estate.

Plaza Associates Partnership 50% Owns the John Q. Hammons office building in Springfield, Missouri.

Plaza Realty and Management 98% Manages federal courthouse, Hammons Services Inc. Tower and John Q. Hammons office building in Springfield, Missouri.

Tiffany Greens, LLC 100% Owns and operates Tiffany Greens golf course in Kansas City, Missouri.

University Plaza 100% Holds the bonds for the University Plaza Redevelopment Corporation redevelopment area.

W & H Realty LLC 50% Owns, directly or indirectly, 25% interest in six hotels located throughout the Midwest and 100% interest in four hotels.

C. Co-Trustees

The Successor Co-trustees of the Trust are Jacqueline A. Dowdy and Greggory A. Groves. It is anticipated that Ms. Dowdy and Mr. Groves will remain in that capacity for the Trust following the Effective Date of the Plan.

D. Officers and Directors

A chart showing the officers and directors for each of the Debtors is included as Appendix 7 hereto. It is anticipated that these directors and officers will continue in their positions after the Confirmation Date and Effective Date of the Plan so long as the particular Debtor retains its assets and continues in active operations.

V. INSIDER AND RELATED PARTY ISSUES

The Trust is the ultimate owner of the equity in all the other Debtors. The Debtors employ a centralized cash management system as they did before the commencement of these 14

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 19 of 252 bankruptcy cases. This cash management system was approved by the Bankruptcy Court early in the case [ECF Doc. 210]. Distributions to the Trust from excess cash and contributions made by the Trust are accounted for on the Debtors' books and records. As a subgroup, this distribution and contribution system is further refined as to seven of the Debtors' hotels pursuant to a Bankruptcy Court order entered in September, 2016 [ECF Doc. 500]. Debtor catering companies provide services to other Debtors on arms' length terms. Jacqueline Dowdy and Greggory Groves, as the Co-Trustees of the Trust, which in turn controls the remaining Debtors are the individuals within the definition of "insider" under the Bankruptcy Code. Their compensation proposed for calendar year 2018 consists of $550,000 to Ms. Dowdy and $230,000 to Mr. Groves. The Debtors intend to continue with these arrangements after the Effective Date of the Plan so long as the particular Debtor retains its assets and continues in active operations.

VI. THE CHAPTER 11 CASE

A. Continuation of Business; Stay of Litigation .

Since the Commencement Date, the Debtors have continued to operate as debtors in possession subject to the supervision of the Bankruptcy Court and the United States Trustee's Office in accordance with the Bankruptcy Code. While the Debtors are authorized to operate in the ordinary course of business, transactions out of the ordinary course of business require Bankruptcy Court approval. In addition, the Bankruptcy Court has supervised the Debtor's employment of attorneys and other professionals as required by the Bankruptcy Code.

An immediate effect of the filing of the Debtors' bankruptcy petition was the imposition of the automatic stay under section 362(a) of the Bankruptcy Code which, with limited exceptions, enjoined the commencement or continuation of all collection efforts by creditors, the enforcement of liens against property of the Debtors and the continuation of litigation against the Debtors. In particular, further litigation by JDH and SFI was stayed as was further collection action by Nomura. This relief provided the Debtors with the "breathing room" necessary to assess and reorganize their business. In addition, the Bankruptcy Court entered an injunction against continuation of litigation in the Chancery Court against non-Debtors and counterclaims by Hammons entities against Eilian entities. The automatic stay remains in effect, unless modified by the Bankruptcy Court or applicable law, until the Effective Date. Various claimants whose Claims are covered in whole or in part by insurance have sought and obtained limited relief from the automatic stay to liquidate their Claims in other courts or forums.

B. Significant Events During the Bankruptcy Case

1. First Day Orders

The Debtors filed several motions on the Commencement Date seeking the relief provided by certain so-called "first day orders." First day orders are intended to ensure a seamless transition between the Debtors' prepetition and post-petition business operations by approving certain normal business conduct that may not be specifically authorized under the Bankruptcy Code or as to which the Bankruptcy Code requires prior approval by the Bankruptcy Court. The first day orders in this case addressed, among other things: (a) the use of certain alleged cash collateral and providing adequate protection with such amounts to be used for

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 20 of 252 general business purposes during the course of the Chapter 11 Case; (b) the payment and reimbursement for the Debtors' employees of the accrued prepetition wages and employee benefit Claims; (c) the continuation and maintenance of the Debtors' existing centralized cash management system, prepetition insurance policies, customer practices, and employee benefit programs; (d) the payment of prepetition sales, use and other tax obligations; (e) the continuation of utility services during the pendency of the Chapter 11 Case; and (f) the payment of pre- petition claims of certain critical vendors identified by the Debtors. In addition, the Nomura funds which had been frozen were released to the Debtors' use.

2. ROFR Rejection And JDH Claims Objections And Estimation

By order entered on December 13, 2016, the Bankruptcy Court granted approval of the Debtors' decision to reject the ROFR (the "ROFR Rejection Order") [ECF Doc. 694]. Three consequences flowed from the rejection of the ROFR: (a) the Debtors were relieved of any obligation to perform under the ROFR (regardless of the propriety of any interpretation thereon by the Chancery Court or other forum); (b) JDH is no longer able to seek specific performance of the ROFR in the Bankruptcy Court or other forum; and (c) JDH was permitted to and did file claims for monetary damages allegedly arising from such rejection against each of the Debtors – 76 claims in the approximate amount of $565 million pursuant to sections 365(g) and 502(g) of the Bankruptcy Code in addition to 76 additional and nearly duplicate claims for $580 million based upon allegations that the Debtors breached the ROFR prior to the commencement of the Chapter 11 Case. The Debtors have filed objections to the allowance of such claims. See Appendix 8. The Bankruptcy Court granted the Debtors' motion to estimate these contingent, unliquidated claims based on denial of specific performance under section 502(c) of the Bankruptcy Code (the "Estimation Order"). [ECF Doc. 1376.]

JDH appealed the ROFR Rejection Order to the United States Bankruptcy Appellate Panel for the Tenth Circuit Court of Appeals (the "BAP") (BAP Appeal 16-37). While the BAP heard argument on the appeal, it currently has under advisement whether it will dismiss the appeal as moot because the BAP concluded that the issues raised by ROFR Appeal were actually before the BAP by reason of appeal of a motion to dismiss the Chapter 11 Case which was filed by JDH and is discussed below. JDH also appealed the Estimation Order (BAP 17-49) but that appeal was dismissed by the BAP because the Estimation Order is not a final judgment eligible for appeal.

3. JDH's Motion to Dismiss or Obtain Stay Relief

On July 25 and 28, 2016, JDH filed a motion to dismiss these bankruptcy cases or, alternatively, obtain relief from the automatic stay to permit JDH to continue the litigation in the Chancery Court. The Debtors opposed all such relief. On September 13, 2017, the Bankruptcy Court entered an order denying the motion to dismiss (the "Dismissal Denial Order"). On October 13, 2017, the Bankruptcy Court entered an order denying the motion for relief from the automatic stay (the "Stay Relief Denial Order").

JDH appealed the Dismissal Denial Order to the BAP (the "Dismissal Denial Appeal"). On November 7, 2017, the BAP granted JDH permission to pursue the Dismissal Denial Appeal despite the fact that the appeal was interlocutory in nature and not ripe for appeal. In addition, on

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 21 of 252 October 27, 2017, JDH appealed the Stay Relief Denial Order to the BAP (the "Stay Relief Denial Appeal"). Both appeals are now in the briefing stage. A date for oral argument, if it is granted, is not yet known. The Debtors expect that the BAP will decide both appeals during 2018, but not likely before the Debtors seek confirmation of the Plan by the Bankruptcy Court.

4. The Claims Bar Date

On September 28, 2016, the Bankruptcy Court entered its Order (I) Establishing Bar Dates for Filing Proofs of Claim and Interest, (II) Establishing Procedures for Filing Proofs of Claim and Interest, and (III) Approving Form and Manner of Notice Thereof (the "Bar Date Order"), setting December 23, 2016 (the "Bar Date") as the deadline for filing proofs of claim against the Debtors on behalf of all entities.

As of the Bar Date, the Debtors received over 600 filed Claims. Several Claims have been filed since the Bar Date, including but not limited to JDH's ROFR Rejection Claims. The Debtors are in the process of evaluating Claims to determine whether the Claims should be allowed and in what amounts. The summary of the analysis of the Debtors of the Claims is reported in Appendix 2. The Debtors intend to move forward with the process of objecting to Claims in the near future.

5. Prior Asset Sales

From and after the Commencement Date, the Bankruptcy Court has approved seven sales of parcels of real estate in Middleton, Wisconsin (to JDH), Lindon, Utah, and Springfield, Missouri. These sales generated approximately $15.1 million, which exceeded the appraised value of those properties by $1,300,000 or 10%. JDH objected to six of the sales, and appealed five of the sale orders, but voluntarily dismissed each appeal. Each appeal was based on JDH's motion to dismiss the bankruptcy cases. In one of the sales, JDH sought a stay pending appeal (BAP 17-28) but the Bankruptcy Court and the BAP each denied such relief. The BAP denied the stay request and ruled that, inter alia , JDH had not shown a likelihood of success on the issues JDH raised in the Dismissal Denial Order Appeal.

6. Attempt to Sell Hotel Operations

Shortly after the Commencement Date, the Debtors hired UBS Securities, LLC ("UBS"), to assist the Debtors in marketing their hotel assets. Following rejection of the ROFR and after extensive and robust marketing efforts from UBS, the Debtors received interest from more than two dozen parties. The Debtors and UBS eventually narrowed the number of qualified, capable, interested purchasers down to four, including JDH. Each of their respective bids was sufficient to satisfy the total expected sum of Allowed Claims against the Debtors and deliver substantial net proceeds to the Equity Interests. 4

4 The JDH Contract Claims filed by JDH are the subject of objection and are therefore Disputed Claims not entitled to payment until such time as a Final Order is entered allowing them in whatever amount might be sustained by the courts. Given the JDH litigation approach of consistently appealing all rulings by the Bankruptcy Court, the Debtors expect such a Final Order will not likely occur for at least two years. 17

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 22 of 252 The Debtors and UBS then began to negotiate asset purchase agreements and bid procedures with each of the potential purchasers. However, JDH's continued efforts to dismiss the Chapter 11 Case resulted in the demand by lenders to prospective purchasers (other than JDH) for issuance of a title policy insuring against an appellate reversal of an order of the Bankruptcy Court approving such a sale. While title insurers would insure against title defects, they would not insure against possible litigation outcomes (no matter how remote the risk of an appellate court reversal and regardless of the protections of section 363(m) of the Bankruptcy Code against rescission of a closed bankruptcy sale upon such reversal).

Although it made a bid, even after JDH became aware that purchasers could not obtain financing to close unless the dismissal litigation was ended, JDH continued the litigation. In fact, JDH continued the litigation by appeal after the Bankruptcy Court rejected all of JDH's arguments for dismissal. The Debtors believe this is part of JDH's long-standing strategy to force a sale of the Debtors' assets to JDH without competitive bidding that will bring the market price for those assets (just as JDH sought to do in the Chancery Court).

In order to address the reluctance by lenders to finance in the face of this ongoing, albeit remote threat, the Debtors asked Concord Specialty Risk ("Concord") to offer an insurance product ("Supplemental Insurance") to bidders and lenders to provide by insurance contract the same protection against reversal and rescission intended by section 363(m). Concord will not insure JDH because it is JDH's conduct that causes the need for Supplemental Insurance. The Supplemental Insurance product, under which a non-JDH buyer and its lender would be the insured, carries with it a substantial premium cost which would ultimately be borne by the Debtors either by a direct payment out of closing for the premium or as a deduction from a purchase price. But, it is the Debtors' judgment that the net result to these estates would be enhanced since it would preserve competitive bidding and thus meet the requirements for such sales embodied in decisional law under section 363(b) of the Bankruptcy Code. At this time, however, Debtors, non-JDH bidders and their lenders have not reached a conclusion as to whether Concord's policy will satisfy their needs and requirements.

Predictably, JDH attempted to make contact with Concord which the Debtors believe was to intimidate and influence Concord to refrain from providing the Supplemental Insurance, which the Debtors believe is in keeping with Eilian's (and his entities') long-standing practice of interfering with third parties dealing with the Debtors. JDH claims that it needs information from Concord to obtain such insurance itself. The Debtors contend this is false because JDH is the reason for the need for insurance. JDH can simply dismiss its appeals and the need for insurance is eliminated. Accordingly, the Debtors have steadfastly opposed such improper interference by JDH.

While the Debtors remain hopeful that a section 363(b) sale can proceed, the Debtors have elected to proceed with reorganization through the Plan in order to achieve competitive bidding for a price determined by the marketplace or refinancing after the JDH Appeals are concluded. The Plan is thus structured in a manner to preserve the Debtors' assets as a going concern until JDH accepts that it cannot force a one-bidder sale or the appellate courts reject the appeals by JDH of the Bankruptcy Court's rulings. At that time, the sale process begun during the pendency of the Chapter 11 Case (or a refinancing) can proceed without the need for the Supplemental Insurance.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 23 of 252 7. Other Significant Bankruptcy Court Actions

In addition to the matters described above, the Debtors have sought and obtained certain orders from the Bankruptcy Court that are of particular importance in the operation of the business or in the administration of the Chapter 11 Case. Included among matters are: (a) the Bankruptcy Court authorized the retention of the following professionals to serve on behalf of the Debtors in the Chapter 11 Case: Stinson Leonard Street LLP as lead counsel, Merrick Baker & Strauss P.C. as conflicts counsel, BKD LLP as accountants, HVS and A&M to provide appraisal, valuation and expert services, and UBS as financial advisory and investment banker; (b) the Debtors sought and obtained extensions of the order authorizing use of cash collateral and providing adequate protection through April 30, 2018; (c) the Debtors have obtained an order extending the deadline to assume or reject unexpired non-residential real estate leases, to January 22, 2017, and have assumed such leases except where the landlords have agreed to further extensions; (d) the Debtors obtained an extension of the exclusive periods for the Debtors to file and obtain acceptance of any Class impaired by a plan to December 26, 2017 and February 26, 2018, respectively; and (e) the Debtors have renewed certain pre-petition secured loans made by Great Southern Bank, Hawthorn Bank, Bank of Blue Valley, Fifth Third Bank, First National Bank of Omaha and Morton Community Bank.

VII. PLAN VALUATIONS

As set forth hereafter, valuation of the Debtors' assets for Plan purposes is established at $1,790,013,138.80, as reflected on Appendix 4. As explained in this section, the Debtors believe their method of determining the value of their assets comports with the requirements of sections 506(a) and 1129(a) of the Bankruptcy Code and reflects what the assets are worth in the Debtor's operations for purposes of those provisions and as contemplated under the terms of the Plan. This valuation is based in large part on valuations provided by HVS and A&M. It should be noted that the Debtors' have consistently sold their assets at least 10% more than appraised value, suggesting that the norms of commercial appraisal standards operate to understate the value of these particular types of assets. This market value increment is included within the valuation analysis with respect to real estate assets for which a bid has not yet been received.

Because the valuation is calculated upon the cumulative appraised value of the Debtors' assets rather than a capitalized earnings approach for the entire business operation, the same value is correct for purposes of the liquidation value of the Debtors' assets. The Appendices hereto reflect both the appraised value and current as well as projected financial information. Because the principal business assets, the franchised hotel portfolio, cannot be sold as a single enterprise without the consent of the franchisors, a valuation based upon a capitalized earnings approach for the whole is not reliable. The valuation set forth in Appendix 4 is not expected to materially change during the five-year period contemplated by the Plan because the value of the assets is based primarily on their generation of cashflows and the projections set forth in Appendix 5 show that those annual cashflows (expressed by EBITDA) remain relatively static in that period in the $133 million to $144 million range. These projections include substantial capital expenditures to preserve the value of the assets while the JDH Appeals are pending. Similarly, the values attributable to the land and equity interest investments held by the Trust are expected to remain at current figures.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 24 of 252 The Debtors believe that a Chapter 7 trustee (in any hypothetical liquidation for purposes of section 1129(a)(7)) would exercise its right under section 721 of the Bankruptcy Code to continue to operate the hotel portfolio and sell the assets in the manner contemplated by the HVS and A&M appraisals. Any such sale by a trustee would face the same current impediments to obtaining market value for the assets while the JDH Appeals were pending. As a result, the Debtors believe that a trustee would continue to operate the assets until those appeals were concluded and then sell the assets when multiple bidders could obtain financing from lenders to bid on the assets. Accordingly, while the "best interests" test and hypothetical liquidation value of the Debtors' assets is not relevant to confirmation of this Plan because the treatment for all Allowed Claims in the Plan is unimpaired by reason of payment in full plus interest (if appropriate under applicable law) on the Effective Date, a hypothetical Chapter 7 liquidation could be expected to generate very similar financial results as the appraised values.

VIII. PLAN DESCRIPTION

THIS SECTION CONTAINS A SUMMARY OF THE STRUCTURE OF, CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS IN, AND IMPLEMENTATION OF, THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN ATTACHED TO THIS DISCLOSURE STATEMENT AS APPENDIX 1 AND TO ANY EXHIBITS ATTACHED THERETO OR REFERRED TO THEREIN.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE SUMMARIES OF THE PROVISIONS CONTAINED IN THE PLAN AND IN DOCUMENTS REFERRED TO THEREIN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT TO BE PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE PLAN OR DOCUMENTS REFERRED TO THEREIN AND REFERENCE IS MADE TO THE PLAN AND TO SUCH DOCUMENTS FOR THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND PROVISIONS.

THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN, WHICH ARE OR WILL HAVE BEEN FILED WITH THE BANKRUPTCY COURT, WILL CONTROL THE TREATMENT OF CREDITORS AND EQUITY SECURITY HOLDERS UNDER THE PLAN AND WILL, UPON THE EFFECTIVE DATE OF THE PLAN, BE BINDING UPON HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, THE DEBTORS AND THE REORGANIZED DEBTORS AND OTHER PARTIES IN INTEREST.

The following introduction and summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and notes thereto appearing elsewhere in this Disclosure Statement. All capitalized terms not defined in this Disclosure Statement have the meanings ascribed to such terms in the Plan.

A. Overview

The Debtors are solvent business entities either as a going concern continuing to operate or by sale of their assets by competitive bidding for fair market value in the ordinary course of business. The solvency of the Debtors, however, was placed at significant risk by what

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 25 of 252 the Debtors view as the Chancery Court's misinterpretation of the ROFR, followed by its refusal to permit immediate appeal thereof. Those rulings risked the possibility of a state court-ordered sale of the Debtors' principal assets for 80% of their value (or even artificially lower values which JDH intended to suggest), financed by interest-only unsecured terms on 22.5% thereof for five years. Similarly, entry of a lump sum judgment in favor of SFI that could immediately execute upon all the cash of the Debtors would have abruptly and negatively impacted their operations because they would not have been able to satisfy such a large judgment. Those threats to solvency and continued viability were eliminated by the commencement of the Chapter 11 Case which stayed the liquidation and dismemberment approach threatened by SFI and rejected the ROFR so that JDH could not implement "specific performance" in the manner the Debtors believe was erroneously sought in the Chancery Court.

With these risks to solvency and continued viability addressed by the commencement of the Chapter 11 Case, the Debtors originally intended to have already sold their hotel assets in a section 363(b) sale discussed above before filing a plan. However, bidders, their prospective lenders, refinance lenders, and title companies have made it clear that they will not act (or fully insure) until the JDH appellate litigation is completed and the resulting threat (however remote) to the finality of closings of such transactions is ended. Accordingly, under the Plan, the Debtors will continue to operate their businesses and maintain the going concern value of their assets until this impediment to competitive bidding or refinancing is eliminated. During this period after the Confirmation Date, the Debtors may also sell land not dedicated to hotel use to accumulate cash and cover any operational needs. The Debtors will continue to pay secured lenders on the terms of the existing cash collateral or adequate protection orders that relate to their Secured Claims, thereby reducing the principal balances that must be paid upon subsequent asset sale or refinance by the Debtors. In addition, the Debtors will pay interest (if appropriate under applicable law) on Allowed General Non-Priority Unsecured Vendor Claims. To the extent that JDH Contract Claims are Allowed, the Debtors will pay one-half of any interest thereon that is appropriate under applicable law.

This will preserve or improve the position of the creditors in the Chapter 11 Case until the impediments to asset sales caused by JDH's litigation are removed through the completion of the appeals process with respect to that litigation. The Plan provides that the competitive sale or refinancing will then close and the proceeds will be used to pay all Allowed Claims in full on the Effective Date.

The Debtors believe that the appeals process will resolve adverse to JDH. This belief is supported by the rulings that have been rendered so far by the Bankruptcy Court and the BAP in which neither court has adopted JDH's legal contentions. JDH seeks a ruling on the eligibility of the Trust for bankruptcy relief that is directly contrary to the decisions of the only two modern federal courts of appeals to address trust eligibility. Similarly, JDH contends that a preliminary state court order which never mentions bankruptcy relief somehow divested the remaining Debtors from their federal constitutional right to file bankruptcy if they so decided. Finally, JDH also seeks relief from the automatic stay to allow it to prosecute its claims in the Chancery Court after JDH has lost any right to "specific performance" despite the fact that a core function of the Bankruptcy Court is resolution of monetary claims against bankruptcy estates, such as the JDH Contract Claims.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 26 of 252 All Allowed Claims entitled to priority under the Bankruptcy Code are to be paid in full with interest on the Confirmation Date. This includes Priority Tax Claims and Other Priority Claims.

All Cure Claims arising from assumption of executory contracts or unexpired leases will also be paid at that time. However, the Debtors do not believe any material Cure Claims exist because the Debtors are not in monetary default of any such obligations.

The Trust has guaranteed virtually all significant Claims owed by any Debtor and by several non-Debtor affiliates. With the exception of the latter, no payment on these guaranties will be made under the Plan because the guaranteed Claims will be paid in full by the Debtor that is the primary obligor. The remaining Guaranty Claims against the Trust relate to debts of non- Debtors that will be estimated pursuant to section 502(c) of the Bankruptcy Code based upon the likelihood that the non-Debtor will default on its debt and the resulting present value of any such Guaranty Claim against the Trust after application of Collateral values. The Debtors do not believe such Claims will result in a material payment obligation under the Plan by the Trust.

The Plan provides a 270-day period for final payment on all Allowed Claims after the appeals successfully conclude. This period is required because the Debtors will likely need to re- connect with interested bidders, update the due diligence information, and give the bidders some time to re-establish their funding for a purchase (or, alternatively, arrange for a refinancing transaction). However, if the Debtors can proceed more quickly than 270 days, it is their intent to do so.

After payment in full of all Allowed Claims, the Debtors will continue the operation of all the assets then in their possession if the Debtors refinance, or continue the operation of any assets which were not required to be sold in a sale transaction to generate sufficient funds to so pay all Allowed Claims. The Debtors may alternatively distribute their remaining proceeds to their Equity Interests which, ultimately, are held by the Trust, which will then likely transfer the funds to the Charitable Trust described in the Trust's restatement and employ the funds for charitable causes.

B. Claims and Interests

Attached hereto as Appendix 2 is a schedule setting forth the Debtors' summary of its information with respect to the Claims and amounts of Claims in each of the Plan's Classes. Because the Plan proposes payment in full to all Classes, the Classes (other than Secured Claims) are not broken down by Debtor because no voting will occur. Because the Plan pays all Classes in full, all Classes are unimpaired under section 1124(1) of the Bankruptcy Code and each Class is therefore deemed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. There can be no assurance that the estimated Claim amounts set forth herein are correct, and the actual Allowed Claims may differ from the estimates. The estimated amounts are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the actual allowed amounts of Claims may vary from those estimated herein.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 27 of 252 C. Classification and Treatment of Claims

Claims, other than Administrative Expense Claims, Priority Tax Claims and Other Priority Claims are classified for all purposes, including confirmation and distribution pursuant to the Plan, as set forth hereafter. In each case, if the holder of an Allowed Claim agrees to less favorable treatment than required by the Plan, the Debtors reserve the right to satisfy the Allowed Claim in the less favorable manner. Each Allowed Claim will be paid in full on the Effective Date plus interest appropriate under applicable law. Each such Claim is thus conclusively deemed to accept the Plan and shall not be entitled to vote to accept or reject the Plan. Accordingly, the expected total amount claimed is listed on Appendix 2. All Allowed Administrative Expense Claims, Class 1 Claims and Class 2 Claims shall be paid in full in Cash on the Confirmation Date unless the holder agrees to less favorable treatment. Each Allowed Secured Claim shall continue to be paid according to the cash collateral or adequate protection order relating to the Claim from the Confirmation Date to the Effective Date. All other Allowed Claims shall be paid interest as allowed on such Claims by applicable law at the rate determined by the Bankruptcy Court to be the applicable rate for each such Claim from the Confirmation Date to the Effective Date. Class 4 Claims which relate to guaranties of Claims owed by the Debtors will be satisfied by payment of the underlying Claim, except those Guaranty Claims relating to non-Debtors, which shall be paid if their estimation under section 502(c) determines an amount constitutes an Allowed Claim. On the Effective Date, all amounts remaining owing on Allowed Claims shall be paid in full plus interest as permitted by law in Cash.

CLASS 1 – Secured Tax Claims. These Secured Claims are those Claims described by Section 1129(a)(9)(D) of the Bankruptcy Code.

CLASS 2 – Cure Claims. These are Claims for the amount required to cure any monetary default on an executory contract or unexpired lease that is assumed by a Debtor.

CLASS 3 - Secured Claims. These are Claims secured by a Lien on property of the particular Debtor which are not Secured Tax Claims.

CLASS 4 – General Non-Priority Unsecured Vendor Claims. These are unsecured Claims that are not included within Class 2, Class 5 or Class 6. These Claims primarily consist of vendor claims for goods and services.

CLASS 5 – SFI Belmont Unsecured Claims. These unsecured Claims arise from the outcome of a valuation of Collateral held by SFI Belmont pursuant to section 506(a) of the Bankruptcy Code on a promissory note made by Hammons Hotels Development, LLC, which was guaranteed by the Trust and Hammons Inc.

CLASS 6 - JDH Contract Claims. These are unsecured Claims filed by JDH arising from rejection of the ROFR and for alleged pre-petition breach of the ROFR.

CLASS 7 - Equity Interests. These are the Equity interests in each Debtor.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 28 of 252 IX. TREATMENT OF DISPUTED CLAIMS

Any Claim which is the subject of any objection to its allowance (a Disputed Claim) shall not receive payment to which it would otherwise be entitled under the treatment accorded its Class until such time as the Claim becomes an Allowed Claim; provided, however, that any portion of any Disputed Claim which is not disputed by the Debtors or other party-in-interest shall be treated as an Allowed Claim.

X. EXECUTORY CONTRACTS AND UNEXPIRED LEASES

The Debtors do not believe that they are party to executory contracts or unexpired leases which will require significant payment of Cash to assume because there are no material monetary defaults by the Debtors on such agreements. The procedure for assumption or rejection of such agreements is set forth in detail in the Plan. In summary, an agreement is expressly assumed unless it is listed pursuant to the Plan. The Debtors intend to assume all insurance policies, and compensation and benefit programs in effect on the Confirmation Date. Counterparties to any rejected agreement shall have thirty (30) days to file a proof of claim for any damages arising from such rejection. The Debtors do not expect to reject any additional contracts or leases of significance.

XI. CORPORATE GOVERNANCE / PLAN IMPLEMENTATION

A. Continued Corporate Existence

Each Debtor shall continue in its corporate, partnership, or trust form after the Effective Date.

B. Trustees, Directors and Officers

All directors, officers, managers, member-managers, and general partners shall remain in their respective pre-petition capacity with respect to each Debtor. The individuals occupying those offices are listed in Appendix 7. The appointment of each independent director or manager appointed with respect to any Debtor shall be terminated as of the Effective Date.

C. Charter, Certificate of Incorporation, Bylaws

The governance document for each Debtor which exists as a corporation shall be amended to prohibit the issuance of nonvoting securities. No Debtor corporation has issued any such nonvoting securities.

Those Debtors whose governance documents require the appointment of or involvement of independent directors or managers for the exercise of management powers with respect to such Debtors or their subsidiaries will be amended to delete those provisions.

In all other respects, the Debtors shall continue to operate under their pre-petition governance documents.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 29 of 252 All provisions in any governance document relating to any Debtor which provides for a vote by any independent director or manager is stricken therefrom and shall have no continuing effect. Any individual previously appointed as an independent director or manager for any Debtor is removed from that position.

D. Exclusivity Period

The Debtors shall retain the exclusive right to amend or modify the Plan, to file multiple plans, and to solicit (if necessary) acceptances of any amendments to or modifications of the Plan, through and until the Effective Date.

E. Effectuating Documents; Further Transactions

The Debtors reserve the right to require delivery of releases of debt owed on Claims and security documents relating to Secured Claims in exchange for payment at such time as payment becomes due under the terms of the Plan.

F. Means for Making Plan Payments

Cash on deposit, revenues generated by operation of the Debtors' properties, and, as necessary, sales of assets will be the source of payments on Allowed Claims from the Confirmation Date to the Effective Date. Payments on the Effective Date shall come from proceeds of either a refinancing transaction or sale of assets after the Dismissal Denial Order, Stay Relief Denial Order, the ROFR Rejection Order, and any appeal of the Confirmation Order are each the subject of a Final Order. The Debtors expect that such Effective Date will likely occur within two to three years. Nevertheless, the projections reflected in Appendix 4 and Appendix 5 attached hereto show the value of the Debtors' assets and cashflow are reasonably assured to be sufficient to make the payments on Allowed Claims coming due during the five- year period following confirmation of the Plan, although the Debtors believe that the Effective Date will likely occur no later than 2020 because either JDH will relent in pursuit of reversal by appeal of the orders entered by the Bankruptcy Court or the appellate courts will fully and finally reject those appeals by that time period.

XII. RETAINED CAUSES OF ACTION

In accordance with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall retain and may (but are not required to) enforce (a) all Avoidance Claims, (b) all claims that were the subject of an adversary proceeding brought by the Debtors prior to the Confirmation Hearing, (c) all Causes of Action set forth in connection with the Plan, which constitutes a nonexclusive list of Causes of Action, and (d) all claim objections and counterclaims the Debtors may have with respect to such Disputed Claims pursuant to 28 U.S.C. § 157(b)(C). The Reorganized Debtors shall not be required to pursue any Causes of Action against parties with whom the Debtors conducts or may conduct business as of the Confirmation Date or thereafter. THE RETAINED CAUSES OF ACTION ARE DELINEATED AND DESCRIBED EXPRESSLY AND IN DETAIL IN THE PLAN.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 30 of 252 XIII. EFFECT OF CONFIRMATION OF PLAN

A. Term of Bankruptcy Injunction or Stays

Unless otherwise provided, all injunctions or stays provided for in the Chapter 11 Case under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.

B. Revesting of Assets

1. On the Effective Date, except as otherwise provided for in the Plan or the Confirmation Order, the property of the estates of the Debtors shall vest in the Reorganized Debtors.

2. From and after the Effective Date, Reorganized Debtors may operate their business, and may use, acquire and dispose of property free of any restrictions imposed under the Bankruptcy Code.

3. As of the Effective Date, all property of the Reorganized Debtors shall be free and clear of all Liens, Claims and interests of holders of Claims and Equity Interests, except as otherwise provided in the Plan.

C. Discharge of Debtors

As of the Effective Date, and except as otherwise set forth in the Plan or the Confirmation Order, the Debtors shall be deemed to have obtained a discharge of their debts to the fullest extent provided for in section 1141(d) of the Bankruptcy Code.

D. Injunction

Except as otherwise expressly provided in the Plan or the Confirmation Order, all entities who have held, hold or may hold Claims against the Debtors, and who filed a proof of claim or could have filed a proof of claim, are permanently enjoined, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors with respect to any such Claim, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtors on account of any such Claim, (c) creating, perfecting or enforcing any encumbrance of any kind against the Debtors or against the property or interests in property of the Debtors on account of any such Claim, (d) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim and (e) commencing or continuing in any manner any action or other proceeding of any kind with respect to any claims and causes of action which are extinguished, dismissed or released pursuant to the Plan. Such injunction shall extend to successors of the Debtors, including, without limitation, the Reorganized Debtors, and their respective properties and interests in property.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 31 of 252 XIV. EFFECTIVENESS OF THE PLAN

The Plan shall become effective and binding on all parties-in-interest on the Effective Date, which shall occur 270 days after the Dismissal Denial Appeal, the Stay Relief Denial Appeal, and any appeal of a Confirmation Order have each become a Final Order.

XV. RETENTION OF JURISDICTION

The Bankruptcy Court shall retain jurisdiction, notwithstanding passage of the Confirmation Date, of all matters to which it holds jurisdiction on that date. The Bankruptcy Court shall retain jurisdiction of those matters described in Section 14.01 of the Plan from and after the Effective Date.

XVI. CERTAIN FACTORS TO BE CONSIDERED

The holder of a Claim against, or Equity Interest in, the Debtors should read and carefully consider the following factors, as well as the other information set forth in this Disclosure Statement (and the documents delivered together herewith and/or incorporated by reference herein), before deciding whether to object to the Plan.

A. General Considerations

The formulation of a reorganization plan is the principal purpose of a chapter 11 case. The Plan sets forth the means for implementation of a business plan for satisfying the holders of Claims against the Debtors. Certain Claims may receive partial distributions pursuant to the Plan, and in some instances, no distributions at all. The classification and treatment proposed for Claims is discussed above.

B. Certain Bankruptcy Considerations

If the Plan is not confirmed and consummated, there can be no assurance that the Chapter 11 Case will continue rather than be converted to a liquidation case, or that any alternative plan of reorganization would propose terms as favorable to the Claim holders as the terms of the Plan.

C. Inherent Uncertainty of Financial Projections

The Projections attached as Appendix 5 to this Disclosure Statement cover the Debtors' operations from January 1, 2018 through December 31, 2022, although the Debtors expect that the Effective Date will most likely occur and final payment to creditors would be made in 2020. These Projections are based on numerous assumptions including the timing, confirmation and consummation of the Plan in accordance with its terms, the anticipated future performance of the Debtors, industry performance, general business and economic conditions, decisions by the federal appellate courts affirming the rulings of the Bankruptcy Court in favor of the Debtors in the Dismissal Denial Appeal, the Stay Relief Denial Appeal, and any appeal of a Confirmation Order. Many of foregoing assumptions are beyond the control of the Debtors and some or all may not materialize. In addition, unanticipated events and circumstances occurring subsequent to the date that this Disclosure Statement was approved by the Bankruptcy Court may 27

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 32 of 252 affect the actual financial results of the Debtors' operations, sale of assets or prospects for refinancing. These variations may be material and may adversely affect the ability of the Debtors or Reorganized Debtors to make payments with respect to Allowed Claims on the Effective Date. Because the actual results achieved throughout the periods covered by the Projections may vary from the projected results, the Projections should not be relied upon as a guarantee, representation or other assurance of the actual results that will occur.

Except with respect to the Projections and except as otherwise specifically and expressly stated herein, this Disclosure Statement does not reflect any events that may occur subsequent to the date hereof and that may have a material impact on the information contained in this Disclosure Statement. Neither the Debtors nor the Reorganized Debtors intend to update the Projections; thus, the Projections will not reflect the impact of any subsequent events not already accounted for in the assumptions underlying the Projections.

D. Competition

The hospitality industry is very competitive. Generally, the Debtors compete in their markets with dozens of other comparable hotel brands in this industry. The existence of such competition could adversely affect the projected financial results by the Debtors.

E. Regulatory Issues

The Debtors will continue to do business in a number of states after the Confirmation Date and may be subject to the jurisdiction of numerous federal regulations and state and local statutes which regulate various aspects of the Debtors' business. The Debtors not believe they will have difficulty complying with existing applicable law; however, the Debtors do not control any future change in regulatory laws that may apply to their operations or properties.

XVII. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

The following is a general summary of certain material federal income tax consequences that implementation of the Plan may have on the Debtors, Claim holders and Equity Interest holders. This summary does not discuss all aspects of federal income taxation that may be relevant to the Debtors, to a particular Claim holder or Equity Interest holder in light of its individual investment circumstances, or to certain Claim holders or Equity Interest holders subject to special treatment under the federal income tax laws (for example, tax-exempt organizations, foreign corporations or individuals who are not citizens or residents of the United States). This summary also does not discuss any aspects of state, local or foreign taxation.

This summary is based upon the Internal Revenue Code of 1986, as amended (the "IRC"), the Treasury regulations (including temporary regulations) promulgated thereunder, judicial authorities and current administrative rulings, all as in effect on the date hereof and all of which are subject to change (possibly with retroactive effect) by legislation, administrative action or judicial decision. Moreover, due to a lack of definitive judicial or administrative authority or interpretation, substantial uncertainties exist with respect to various tax consequences of the Plan as discussed herein. The Debtors have not requested a ruling from the Internal Revenue Service (the "IRS") with respect to these matters, and no opinion of counsel has 28

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 33 of 252 been sought or obtained by Debtor with respect thereto. FOR THE FOREGOING REASONS, CLAIM HOLDERS AND EQUITY INTEREST HOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES (FOREIGN, FEDERAL, STATE AND LOCAL) TO THEM OF THE PLAN. THE DEBTORS ARE NOT MAKING ANY REPRESENTATIONS REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE CONFIRMATION AND CONSUMMATION OF THE PLAN AS TO ANY CLAIM HOLDER OR EQUITY INTEREST HOLDER, NOR ARE THE DEBTORS RENDERING ANY FORM OF LEGAL OPINION AS TO SUCH TAX CONSEQUENCES.

The principal tax issues for the Debtors presented by the Plan could the effect of cancellation of debt under section 108 of the Tax Code and other related issues. However, because the Plan contemplates payment in full, there may be no such tax implication.

The federal income tax consequences arising from implementation of the Plan to a creditor of the Debtors will depend upon a number of factors, including whether the creditor is deemed to have participated in an exchange for federal income tax purposes, and, if so, whether such exchange transaction constitutes a tax-free recapitalization or a taxable transaction; whether the creditor's present debt Claim constitutes a "security" for federal income tax purposes; the type of consideration received by the creditor in exchange for its Allowed Claim; and whether the creditor reports income on the accrual basis.

A holder whose Claim is paid in full or otherwise discharged on the Effective Date will recognize gain or loss for federal income tax purposes in an amount equal to the difference between (i) the fair market value on such date of any property received by such holder in respect of its Claim (excluding any property received in respect of a Claim for accrued interest that had not been included in income) and (ii) the holder's adjusted tax basis in the Claim (other than any Claim for such accrued interest). A holder's adjusted tax basis in property received in exchange for its Claim will generally be equal to the fair market value of such property on such date. The holding period for any such property will begin on the day after such date.

Under the Plan, some property may be distributed or deemed distributed to certain Claim holders with respect to their Claims for accrued interest. Holders of Claims for accrued interest that previously have not included such accrued interest in taxable income will be required to recognize ordinary income equal to the fair market value of the property received with respect to such Claims for accrued interest. Holders of Claims for accrued interest that have included such accrued interest in taxable income generally may take an ordinary deduction to the extent that such Claim is not fully satisfied under the Plan (after allocating the distribution between principal and accrued interest), even if the underlying Claim is held as a capital asset. The adjusted tax basis of the property received in exchange for Claims for accrued interest will equal the fair market value of such property on such date, and the holding period for the property received in exchange for such Claims will begin on the day after such date. The extent to which consideration distributable under the Plan is allocable to interest is not clear. Claim holders are advised to consult their own tax advisors to determine the amount, if any, of consideration received under the Plan that is allocable to interest.

THE APPLICATION OF THE RULES DESCRIBED ABOVE TO THE SITUATION OF ANY PARTICULAR CLAIM HOLDER OR EQUITY INTEREST

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 34 of 252 HOLDER IS COMPLEX. HOLDERS OF ALL CLAIMS AND EQUITY INTERESTS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE TAX CONSEQUENCES TO THEM.

XVIII. ISSUES FOR PLAN CONFIRMATION

All of the requirements of section 1129(a) of the Bankruptcy Code must be established in order for the Bankruptcy Court to confirm the Plan. Technical requirements are met because the Plan complies with the statutory requirements of the Bankruptcy Code in establishing Classes and including mandatory terms, the Debtors as proponents of the Plan have complied with the Bankruptcy Code in obtaining approval of this Disclosure Statement and providing the requisite notice for objection and of the Confirmation Hearing, the Plan is proposed in good faith because it seeks the reorganization goal of payment of all Allowed Claims in full through sale of the Debtors' assets by competitive bidding and does not rely on means forbidden by law, seeks approval of all payments by the Bankruptcy Court, discloses the identity of insiders and their compensation, and pays priority claims on the Confirmation Date. In addition, other requirements for confirmation merit more specific discussion for the Plan as with other plans filed by debtors.

A. Feasibility of the Plan

To confirm the Plan, the Bankruptcy Court must find that confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors. This requirement is imposed by section 1129(a)(11) of the Bankruptcy Code and is referred to as the "feasibility" requirement. The Debtors believe that the Debtors and Reorganized Debtors will be able to timely perform all obligations described in the Plan, namely, payments on all Allowed Claims after the Confirmation Date and final payment on the Effective Date and, therefore, that the Plan is feasible.

To demonstrate the feasibility of the Plan, the Debtors have prepared financial Projections for the period from January 1, 2018 through December 31, 2022, as set forth in Appendix 5 attached to this Disclosure Statement. These projections have not been adjusted to reflect an increase during the current quarter in operating results which has been similarly reported in the industry. Adjustment for such increases would enhance the results reported in the projections. The Projections include the cost of making the payments contemplated by the Plan, including interest not previously paid during the Chapter 11 Case to SFI Belmont, indicate that the Debtors should have sufficient cash flow to pay and service their Plan payment obligations that come due prior to the Effective Date and to fund their operations during that period. These projections assume that the rates of post-petition interest claimed on Secured Claims will be allowed by the Bankruptcy Court. The Debtors do not believe this assumption will prove accurate and that the actual payments will be lower, but the projections have been prepared on that basis for illustration. Both the excess cashflows and land available for sale provide the means to pay any interest that might come due for any Allowed JDH Contract Claim prior to the Effective Date.

In addition, the value of the assets available for sale is sufficient to pay the reasonably likely total of Allowed Claims. The value of these assets is shown on Appendix 4. The analysis

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 35 of 252 of Allowed Claims is set out in Appendix 2. These values are based on appraisals by HVS and A&M which are not believed to materially change in the two to five years before the Effective Date and final payment of Allowed Claims. The variable is the ultimate allowance of any JDH Contract Claims. Full allowance of these Claims would exceed the likely recovery from disposition of the Debtors' assets, although the historic recovery by the Debtors in excess of 10% more than the appraised value of their assets would cover the very unlikely scenario in which the JDH Contract Claims were estimated in the full amount sought. The JDH Contract Claims are presently allowed in the amount of zero under section 502(a) of the Bankruptcy Code because they are Disputed Claims. Given the defenses asserted by the Debtors to the JDH Contract Claims and the erroneous assumptions relied upon by JDH in submitting those Disputed Claims, the Debtors believe that there is reasonable assurance that the JDH Disputed Claims will not be Allowed in a sum that will render the Plan infeasible. The reasons for concluding that the JDH Contract Claims will not be Allowed in a substantial amount are more particularly discussed in their objections. See Appendix 8. Nevertheless, for purposes of illustration only, if the JDH Contract Claims were Allowed at $50,000,000.00, the interest at the federal judgment rate would be $830,000.00 per year, commencing at such future date as a Final Order was entered thereon. Accordingly, the Debtors submit that the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code. For general reference of the financial status of individual Debtors which do not possess significant assets, Appendix 3 is attached. The appendix reflects the assets and liabilities of those Debtors based on accounting principles.

As noted in the Projections, however, the Debtors caution that no definitive representations can be made as to the accuracy of the Projections, the Debtors' ability to achieve the projected results in asset sales or refinancings, the likelihood that JDH might succeed in reversal of the rulings by the Bankruptcy Court, or that the Disputed Claims asserted by JDH will be allowed in an amount which will not exceed the funds available for payment in full plus interest. Many of the assumptions upon which the Plan and Projections are based are thus subject to uncertainties outside the control of the Debtors. Some assumptions inevitably will not materialize, and events and circumstances occurring after the date on which the Projections were prepared may be different from those assumed or may be unanticipated, and may adversely affect the Debtors' financial results. Therefore, the actual results may vary from the projected results and the variations may be material and adverse. See "Certain Factors to Be Considered" for a discussion of certain risk factors that may affect financial feasibility of the Plan.

THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OR THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION REGARDING PROJECTIONS. FURTHERMORE, THE PROJECTIONS HAVE NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. ALTHOUGH PRESENTED WITH NUMERICAL SPECIFICITY, THE PROJECTIONS ARE BASED UPON A VARIETY OF ASSUMPTIONS, SOME OF WHICH IN THE PAST HAVE NOT BEEN ACHIEVED AND THAT MAY NOT BE REALIZED IN THE FUTURE, AND ARE SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTOR. CONSEQUENTLY, THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY BY THE DEBTORS, OR ANY OTHER PERSON, 31

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 36 of 252 THAT THE PROJECTIONS WILL BE REALIZED. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THE PROJECTIONS.

B. Best Interests of Creditors

The Bankruptcy Code also generally requires a bankruptcy court to determine that the plan is in the "best interests" of all holders of Claims and Equity Interests that are impaired by the plan and that have not accepted the plan. The "best interests" test, as set forth in section 1129(a)(7) of the Bankruptcy Code, requires a bankruptcy court to find either that (i) all members of an impaired class of Claims or Equity Interests have accepted the plan or (ii) the plan will provide a member who has not accepted the plan with a recovery of property of a value, as of the effective date of the plan, that is not less than the amount that such holder would recover if the debtor were liquidated under chapter 7 of the Bankruptcy Code. However, because the Plan does not impair any class of Claims or Equity Interests (as discussed above), the "best interests" test is met without regard to a liquidation analysis. In any event, as discussed below, such liquidation would likely generate similar results as projected here because of the means and manner in which a responsible trustee would undertake such a liquidation.

C. Acceptance of the Plan

In order to determine if the Plan may be confirmed, the Bankruptcy Code generally requires that each Class of Claims and Equity Interests must vote to accept or reject the Plan. However, section 1126(f) of the Bankruptcy Code provides that any class of Claims or Equity Interests that is not impaired by a plan is deemed to have accepted the plan. The Plan provides for such "unimpaired" treatment of each Class of Allowed Claims by paying such Allowed Claims in full plus any interest allowed by law at the appropriate rate on the Effective Date of the Plan under section 1124(1) of the Bankruptcy Code. Allowed Equity Interests are unimpaired because they are permitted to retain their Equity Interests. As a result, all classes of Claims and Equity Interests are conclusively deemed to have accepted the Plan and no voting to accept or reject the Plan shall be solicited or tabulated.

XIX. ALTERNATIVES TO PLAN CONFIRMATION AND CONSUMMATION

The Debtors believe that the Plan affords holders of Claims and Equity Interests the potential for the greatest realization on the Debtors' assets and, therefore, is in the best interests of such holders. If the Plan is not confirmed, however, the theoretical alternatives include: (a) continuation of the Chapter 11 Case pending entry of a Final Order estimating the JDH Contract Claims and/or entry of a Final Order on the last to occur of the Dismissal Denial Appeal and the Stay Relief Denial Appeal; (b) filing of an alternative plan or plans of reorganization by the Debtors or another party-in-interest; or (c) immediate liquidation of the Debtors under chapter 7 or chapter 11 of the Bankruptcy Code.

A. Continuation of the Bankruptcy Case

The Debtors caution that if they remain in chapter 11, the Debtors could continue to operate their business and manage their properties as debtors in possession, but they would remain subject to the restrictions imposed by the Bankruptcy Code. While the Debtors can do so in the next two to three years while the JDH Contract Claims are resolved and the JDH Appeals 32

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 37 of 252 are concluded, there could be a longer-term erosion in the financial results of the Debtors over a period exceeding five years. The Debtors could have difficulty sustaining marketing against their operations by competitors who have highlighted the uncertainty of the Debtors' future in securing reservations of large groups' events which generate a comparatively higher profit per room and generate volume in related reservations. As a result, the viability of this alternative is largely determined by the length of the period.

B. Alternative Plans of Reorganization

If the Bankruptcy Court terminates the exclusive period for the Debtors' plan proceedings, another party-in-interest could attempt to propose a different plan or plans. The most likely plan would be one from JDH in pursuit of its long-standing drive to acquire the Debtors' hotels without competitive bidding. Because JDH refuses to cease its appeals which prevent other prospective buyers of the assets from bidding, the Debtors believe that any price offered by JDH under its plan would necessarily be less than the price to be obtained in competitive bidding, would not be a plan proposed in compliance with the Bankruptcy Code or in good faith, and would be a plan proposed by a proponent who has not complied with the Bankruptcy Code due to JDH's determined efforts to undermine a sale of the Debtors' assets by competitive bidding and violation of the Debtors' exclusive plan rights by advertising unspoken superior terms to creditors. The Debtors do not believe that any such plan would not be in the interest of the creditors, equity security holders or Debtors and its confirmation would be vigorously opposed. Any such competing plans would presently violate the exclusive plan rights of the Debtors because the Plan impairs no Classes and the Debtors have obtained acceptances of the Plan by all Classes pursuant to section 1126(f) of the Bankruptcy Code.

C. Liquidation Under Chapter 7 or Chapter 11

If no plan is ultimately confirmed, the Chapter 11 Case could be converted to a liquidation case under chapter 7 of the Bankruptcy Code. In a chapter 7 case, a trustee would be appointed to liquidate the assets of the Debtors. It is impossible to predict precisely how the proceeds of the liquidation would be distributed to the respective holders of Claims against or Equity Interests in the Debtor. However, the Debtors believe that a chapter 7 trustee would exercise the right to continue to operate the businesses pursuant to section 721 of the Bankruptcy Code and sell them in the same manner contemplated by the Plan - after the appeals by JDH were complete, so that competitive bidding for those assets could be undertaken. As a result, the Debtors believe that, while a chapter 7 trustee could not operate the businesses as well as the Debtors and the price achieved might be less, those figures cannot be meaningfully estimated.

XX. RECOMMENDATION

The Plan provides for full payment to all Allowed Claims of creditors of the Debtors, distribution of the equity of the assets to the Equity Interest holders, preserves the value of the business as a going concern for all parties-in-interest (including the equity security holders and charitable beneficiaries of the Trust), and preserves the jobs of employees. The Plan becomes effective at the earliest possible date when the assets of the Debtors may be offered for sale by competitive bidding to achieve their true market value or refinanced by new lenders. The Debtors believe that any alternative to confirmation of the Plan, such as forced-sale liquidation

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 38 of 252 or attempts by another party-in-interest to file a plan to accomplish the same, could result in significant delays, litigation, and costs, significant loss in recovery, as well as the loss of jobs by the employees. Accordingly, the Debtors recommend that all parties-in-interest support confirmation of the Plan.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 39 of 252 Date: December 20, 2017

The Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Successor Co-Trustee

ACLOST, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Bricktown Residence Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Chateau Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Chateau Lake, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 40 of 252 City Centre Hotel Corporation

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Civic Center Redevelopment Corp.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Concord Hotel Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Concord Golf Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

East Peoria Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Franklin/Crescent Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 41 of 252 Fort Smith Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Glendale Coyotes Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Glendale Coyotes Hotel Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hammons, Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hammons of Arkansas, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 42 of 252 Hammons of Colorado, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

Hammons of Franklin, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Frisco, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Huntsville, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Lincoln, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 43 of 252 Hammons of New Mexico, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Oklahoma City, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Richardson, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Rogers, Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hammons of Sioux Falls, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of South Carolina, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 44 of 252 Hammons of Tulsa, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hampton Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hot Springs Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hunstville Catering, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

International Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 45 of 252 John Q. Hammons Center, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

John Q. Hammons Hotels Management I Corporation

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

John Q. Hammons 2015 Loan Holdings, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

John Q. Hammons Fall 2006, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 46 of 252 John Q. Hammons Hotels Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

John Q. Hammons Hotels Management II LP

Debtor and Debtor-in-Possession

John Q. Hammons Hotels Management I Corporation, Its General Partner

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

John Q. Hammons Hotels Management, LLC

Debtor and Debtor-in-Possession

John Q. Hammons Hotels Management I Corporation, General Partner of John Q. Hammons Hotels Management II LP, Its Sole Member

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Joplin Residence Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 47 of 252 JQH-Allen Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Concord Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-East Peoria Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Ft. Smith Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Glendale, AZ Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 48 of 252 JQH-Kansas City Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-La Vista Conference Center Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-La Vista III Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-La Vista CY Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 49 of 252 JQH-Lake of the Ozarks Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Murfreesboro Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Normal Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Norman Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Oklahoma City Bricktown Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 50 of 252 JQH-Olathe Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Pleasant Grove Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Rogers Convention Center Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-San Marcos Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 51 of 252 Junction City Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

KC Residence Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

La Vista CY Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

La Vista ES Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Lincoln P Street Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Loveland Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 52 of 252 Manzano Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Murfreesboro Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Normal Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

OKC Courtyard Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

R-2 Operating Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 53 of 252 Richardson Hammons, L.P.

Debtor and Debtor-in-Possession

Hammons of Richardson, LLC, Its General Partner

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Rogers ES Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

SGF-Courtyard Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Sioux Falls Convention/Arena Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

St. Charles Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 54 of 252 Tulsa/169 Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

U.P. Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

STINSON LEONARD STREET LLP MERRICK BAKER & STRAUSS, P.C.

/s/ Mark Shaiken /s/ Bruce Strauss Mark Shaiken KS#11011 Bruce Strauss KS # 70034 Mark Carder KS #11529 Victor Weber KS # 78308 Nicholas Zluticky KS #23935 1044 Main Street, Suite 500 1201 Walnut, Suite 2900 Kansas City, MO 64105 Kansas City, MO 64106 Telephone: (816) 221-8855 Telephone: (816) 842-8600 Facsimile: (816) 221-7886 Facsimile: (816) 691-3495 [email protected] [email protected] [email protected] [email protected] [email protected]

ATTORNEYS FOR DEBTORS ATTORNEYS FOR DEBTORS

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 55 of 252 APPENDIX 1

JOINT UNIMPAIRMENT PLAN OF REORGANIZATION

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 56 of 252 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS

In re: ) ) JOHN Q. HAMMONS FALL 2006, LLC, et al., ) Case No. 16-21142 ) Debtors. ) (Jointly Administered) )

DEBTORS' JOINT UNIMPAIRMENT PLAN OF REORGANIZATION

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

DATED AS OF DECEMBER 20, 20171

1 The Debtors in this jointly-administered bankruptcy case are: ACLOST, LLC, Bricktown Residence Catering Co., Inc., Chateau Catering Co., Inc., Chateau Lake, LLC, City Centre Hotel Corporation, Civic Center Redevelopment Corp., Concord Golf Catering Co., Inc., Concord Hotel Catering Co., Inc., East Peoria Catering Co., Inc., Fort Smith Catering Co., Inc., Franklin/Crescent Catering Co., Inc., Glendale Coyotes Catering Co., Inc., Glendale Coyotes Hotel Catering Co., Inc., Hammons, Inc., Hammons of Arkansas, LLC, Hammons of Colorado, LLC, Hammons of Franklin, LLC, Hammons of Frisco, LLC, Hammons of Huntsville, LLC, Hammons of Lincoln, LLC, Hammons of New Mexico, LLC, Hammons of Oklahoma City, LLC, Hammons of Richardson, LLC, Hammons of Rogers, Inc., Hammons of Sioux Falls, LLC, Hammons of South Carolina, LLC, Hammons of Tulsa, LLC, Hampton Catering Co., Inc., Hot Springs Catering Co., Inc., Huntsville Catering, LLC, International Catering Co., Inc., John Q. Hammons 2015 Loan Holdings, LLC, John Q. Hammons Center, LLC, John Q. Hammons Fall 2006, LLC, John Q. Hammons Hotels Development, LLC, John Q. Hammons Hotels Management I Corporation, John Q. Hammons Hotels Management II, LP, John Q. Hammons Hotels Management, LLC, Joplin Residence Catering Co., Inc., JQH – Allen Development, LLC, JQH – Concord Development, LLC, JQH – East Peoria Development, LLC, JQH - Ft. Smith Development, LLC, JQH – Glendale AZ Development, LLC, JQH - Kansas City Development, LLC, JQH - La Vista Conference Center Development, LLC, JQH - La Vista CY Development, LLC, JQH - La Vista III Development, LLC, JQH - Lake of the Ozarks Development, LLC , JQH – Murfreesboro Development, LLC, JQH – Normal Development, LLC, JQH – Norman Development, LLC, JQH – Oklahoma City Bricktown Development, LLC, JQH – Olathe Development, LLC, JQH – Pleasant Grove Development, LLC, JQH – Rogers Convention Center Development, LLC, JQH – San Marcos Development, LLC, Junction City Catering Co., Inc., KC Residence Catering Co., Inc., La Vista CY Catering Co., Inc., La Vista ES Catering Co., Inc., Lincoln P Street Catering Co., Inc., Loveland Catering Co., Inc., Manzano Catering Co., Inc., Murfreesboro Catering Co., Inc., Normal Catering Co., Inc., OKC Courtyard Catering Co., Inc., R-2 Operating Co., Inc., Revocable Trust of John Q. Hammons Dated December 28, 1989 as Amended and Restated, Richardson Hammons, LP, Rogers ES Catering Co., Inc., SGF – Courtyard Catering Co., Inc., Sioux Falls Convention/Arena Catering Co., Inc., St Charles Catering Co., Inc., Tulsa/169 Catering Co., Inc., and U.P. Catering Co., Inc.

CORE/0836979.0002_0002/136549099.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 57 of 252 SUMMARY OF JOINT UNIMPAIRMENT PLAN OF REORGANIZATION

The Debtors, as debtors and debtors-in-possession, propose their Joint Unimpairment Plan of Reorganization (the "Plan") under section 1121(a) of title 11 of the United States Code (the "Bankruptcy Code"), dated as of December 20, 2017, as proponents pursuant to section 1129(a) of the Bankruptcy Code. The Disclosure Statement For Debtors' Joint Unimpairment Plan Dated As Of December 20, 2017 (the "Disclosure Statement"), contains information relating to the history of the Debtors and their business operations, financial and valuation data relating to the Debtors' operations and their assets and liabilities, events which occurred during these Chapter 11 proceedings, financial projections, and a summary of this Plan and its terms.

Before it became apparent that lenders will not proceed until the JDH Appeals conclude, the Debtors received bids from several qualified bidders to purchase the Debtors' 35-hotel portfolio for a price sufficient to satisfy all allowed claims the Debtors owe. The Debtors have cash and additional assets beyond the hotel portfolio which are worth hundreds of millions of dollars. Accordingly, the Debtors can feasibly pay all debts and distribute the net proceeds to their owners upon completion of the JDH Appeals and sale or refinancing of the Debtors' assets. The Plan therefore proposes to conduct a sale or close a refinancing once the JDH Appeals conclude. Barring JDH's voluntary dismissal of the JDH Appeals, resolution of the appeals is expected to take approximately two years to account for JDH's public statements that it will continue to appeals ultimately to the United States Supreme Court. Within 270 days after the JDH Appeals conclude, the Debtors will then sell or refinance their assets and use the proceeds to pay all allowed claims in full in a lump sum. The Debtors believe that this sequence of transactions is the only viable means available to secure competitive bidding for the Debtors' assets and thereby obtain their highest price for all constituencies.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 58 of 252 TABLE OF CONTENTS ARTICLE I. - DEFINITIONS ...... 1

ARTICLE II. – INTERPRETATION OF TERMS...... 6

Section 2.01. Application of Definitions and Rules of Construction ...... 6

ARTICLE III. - TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS ...... 6

Section 3.01. Administrative Expense Claims ...... 6

Section 3.02. Professional Compensation and Reimbursement Claims ...... 6

Section 3.03. Unsecured Priority Tax Claims ...... 7

Section 3.04. Other Priority Claims...... 7

Section 3.05. UBS Claim ...... 7

ARTICLE IV. - CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS ...... 7

ARTICLE V. - TREATMENT OF CLAIMS AND EQUITY INTERESTS ...... 19

Section 5.01. CLASS 1 – SECURED TAX CLAIMS...... 20

Section 5.02. CLASS 2 – EXECUTORY CONTRACT OR UNEXPIRED LEASE CURE CLAIMS ...... 20

Section 5.03. CLASS 3 - SECURED CLAIMS ...... 20

Section 5.04. CLASS 4 – UNSECURED NON-PRIORITY VENDOR CLAIMS ...... 21

Section 5.05. CLASS 5 - SFI BELMONT UNSECURED CLAIMS ...... 22

Section 5.06. CLASS 6 – JDH CONTRACT CLAIMS ...... 22

Section 5.07. CLASS 7 – EQUITY INTERESTS ...... 23

ARTICLE VI. - CORPORATE GOVERNANCE ...... 23

Section 6.01. Continued Corporate Existence...... 23

Section 6.02. Directors and Officers ...... 23

Section 6.03. Removal of Independent Director Provisions ...... 23

Section 6.04. Prohibition on Nonvoting Securities ...... 23

ARTICLE VII. – DISTRIBUTIONS ...... 23

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 59 of 252 Section 7.01. Full Satisfaction...... 23

Section 7.02. Method of Distributions Under the Plan ...... 24

Section 7.03. Disputed Claims ...... 25

Section 7.04. Objections to and Resolution of Claims ...... 25

ARTICLE VIII. - EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...... 26

Section 8.01. Assumption or Rejection of Executory Contracts and Unexpired Leases . 26

Section 8.02. Continuation of Officer, Director and Employee Indemnification ...... 27

Section 8.03. Compensation and Benefit Programs ...... 28

Section 8.04. Franchise Agreements and Counterparties ...... 28

ARTICLE IX. – MEANS OF PLAN IMPLEMENTATION ...... 28

Section 9.01. Employment, Retirement, Indemnification and Other Agreements ...... 28

Section 9.02. Conforming Governance Document Amendments ...... 29

Section 9.03. Exclusivity Period ...... 29

Section 9.04. Means for Making Plan Payments...... 29

Section 9.05. Substantive Consolidation ...... 30

ARTICLE X. - RETAINED CAUSES OF ACTION ...... 30

Section 10.01. Preservation of Causes of Action ...... 30

ARTICLE XI. . – ACCEPTANCE OF THE PLAN ...... 30

Section 11.01. Deemed Acceptance ...... 30

ARTICLE XII. - EFFECT OF CONFIRMATION OF PLAN ...... 30

Section 12.01. Term of Bankruptcy Injunction or Stays ...... 30

Section 12.02. Revesting of Assets ...... 31

Section 12.03. Discharge of Debtors ...... 31

Section 12.04. Injunction ...... 31

Section 12.05. Exculpated Parties ...... 31

iii

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 60 of 252 ARTICLE XIII. - EFFECTIVENESS OF THE PLAN ...... 32

Section 13.01. Conditions Precedent to Effectiveness ...... 32

Section 13.02. Effect of Failure of Conditions ...... 32

ARTICLE XIV. - RETENTION OF JURISDICTION ...... 33

Section 14.01. Matters Retained By Bankruptcy Court After Effective Date ...... 33

ARTICLE XV. - MISCELLANEOUS PROVISIONS ...... 34

Section 15.01. Effectuating Documents and Further Transactions ...... 34

Section 15.02. Corporate Action ...... 34

Section 15.03. Exemption from Transfer Taxes ...... 34

Section 15.04. Post-Effective Date Fees and Expenses ...... 35

Section 15.05. Monthly Operating Reports and Payment of Statutory Fees ...... 35

Section 15.06. Amendment or Modification of the Plan; Revocation ...... 35

Section 15.07. Multiple Plans ...... 36

Section 15.08. Severability ...... 36

Section 15.09. Binding Effect ...... 36

Section 15.10. Notices ...... 36

Section 15.11. Governing Law ...... 37

Section 15.12. Withholding and Reporting Requirements ...... 37

Section 15.13. Tax Determinations ...... 37

Section 15.14. Section 502(d) Disallowance ...... 37

Section 15.15. Allocation of Plan Distributions Between Principal and Interest ...... 37

Section 15.16. Headings ...... 37

Section 15.17. Exhibits/Schedules ...... 38

EXHIBIT A – RETAINED CAUSES OF ACTION ...... 55

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 61 of 252 ARTICLE I. - DEFINITIONS

Definitions. As used herein, the following terms have the respective meanings specified below:

Section 1.01. Administrative Expense Claim means any right to payment constituting a cost or expense of administration of any Chapter 11 Case under sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation, any actual and necessary costs and expenses of preserving the estate of any Debtor, any actual and necessary costs and expenses of operating the business of such Debtor, any indebtedness or obligations incurred or assumed by such Debtor in connection with the conduct of its business, including, without limitation, for the acquisition or lease of property or an interest in property or the rendition of services, all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under sections 330 or 503 of the Bankruptcy Code and any fees or charges assessed against the estate of such Debtor under 28 U.S.C. § 1930.

Section 1.02. Allowed means, with reference to any Claim, (a) any Claim against any Debtor which has been listed by such Debtor in its Schedules, as such Schedules may be amended by such Debtor from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which no contrary proof of claim has been filed, (b) any Claim allowed pursuant to the Plan, (c) any other Claim which is not Disputed, (d) any Claim that is compromised, settled or otherwise resolved pursuant to the authority granted to a Debtor or Reorganized Debtor pursuant to a Final Order of the Bankruptcy Court or under the Plan or (e) any Claim which, if Disputed, has been Allowed by Final Order. Unless otherwise specified herein or by order of the Bankruptcy Court, "Allowed Claim" shall not, for any purpose under the Plan, include interest on such Claim from and after the Commencement Date if the subject Claim is not entitled to be paid interest under applicable nonbankruptcy law.

Section 1.03. Automatic Stay means the stay and injunction set forth in section 362 of the Bankruptcy Code.

Section 1.04. Avoidance Claims means Causes of Action arising under any of sections 502, 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, and 553 of the Bankruptcy Code, or under related state or federal statutes and common law, including fraudulent transfer laws, whether or not litigation is commenced to prosecute such Avoidance Claims.

Section 1.05. Bankruptcy Code means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Case.

Section 1.06. Bankruptcy Court means the United States District Court for the District of Kansas having jurisdiction over the Chapter 11 Case and as a result of the reference under 28 U.S.C. § 157, as a unit of such district court under 28 U.S.C. § 151.

Section 1.07. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under 28 U.S.C. § 2075 and any Local Rules of the Bankruptcy Court.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 62 of 252 Section 1.08. Bar Date Order means a bar date order entered on September 28, 2016 (ECF Doc. 525) directing that proofs of claim must be filed by December 23, 2016, and claims based on rejection of an executory contract or unexpired lease must be filed within thirty days after entry of the rejection order.

Section 1.09. Business Day means any day other than a Saturday, Sunday or any other day on which commercial banks in Kansas City, Kansas are required or authorized to close by law or executive order.

Section 1.10. Cash means legal tender of the United States of America.

Section 1.11. Cause of Action means, without limitation, any and all actions, causes of action, liabilities, obligations, rights, suits, damages, judgments, claims and demands whatsoever, whether known or unknown, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Commencement Date or during the course of the Chapter 11 Case, including through the Effective Date.

Section 1.12. Chapter 11 Case means the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors, jointly-administered and styled In re John Q. Hammons Fall 2006, LLC , Chapter 11 Case No. 16-21142, pending before the Bankruptcy Court.

Section 1.13. Claim has the meaning set forth in section 101 of the Bankruptcy Code and shall apply to all creditors of this Chapter 11 Case and to the Plan.

Section 1.14. Class means a category of holders of Claims, or Equity Interests as set forth in Article IV of the Plan.

Section 1.15. Collateral means any property or interest in property of the estate of a Debtor subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance or otherwise invalid under the Bankruptcy Code or applicable state law.

Section 1.16. Commencement Date means the dates on which the Debtors commenced the Chapter 11 Case, namely: (a) June 26, 2016 for all Debtors except (b) City Centre Hotel Corporation; Hammons of Arkansas, LLC; Hammons of Frisco, LLC; and John Q. Hammons Center, LLC, for whom it shall mean July 5, 2016.

Section 1.17. Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on the docket.

Section 1.18. Confirmation Hearing means the hearing held by the Bankruptcy Court to consider confirmation of the Plan pursuant to section 1128(a) of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

Section 1.19. Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 63 of 252 Section 1.20. Cure Claim means the amount any Debtor must pay to cure defaults under unexpired leases or executory contracts it assumes under the Plan within the requirements of section 365(b) of the Bankruptcy Code.

Section 1.21. Debtors mean the debtors-in-possession pursuant to sections 1101, 1107(a) and 1108 of the Bankruptcy Code, whose bankruptcy cases are jointly-administered in the captioned Chapter 11 Case and who are listed in footnote 1.

Section 1.22. Disbursing Agent means a Reorganized Debtor in its designated capacity as disbursing agent under the Plan.

Section 1.23. Disclosure Statement means the disclosure statement relating to the Plan, including, without limitation, all exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

Section 1.24. Dismissal Denial Order means the Memorandum and Order Granting Debtors' Motions for Partial Summary Judgment and Denying Creditor's Motions for Partial Summary Judgment and Dismissal [ECF Docs. 1297, 1298].

Section 1.25. Disputed means, with reference to any Claim, (i) any Claim proof of which was timely and properly filed, and in such case or in the case of an Administrative Expense Claim, any Administrative Expense Claim or Claim which is disputed under the Plan or as to which any Debtor or other party-in-interest has interposed a timely objection and/or request for estimation in accordance with section 502(c) of the Bankruptcy Code, which objection and/or request for estimation has not been withdrawn or determined by a Final Order, and (ii) any Claim proof of which was required to be filed by order of the Bankruptcy Court but as to which a proof of claim was not timely or properly filed. A Claim that is Disputed by a Debtor or party-in-interest as to its amount only, shall be deemed Allowed in the amount the amount that any such Debtor admits owing, if any, and Disputed as to the excess.

Section 1.26. Effective Date means the first Business Day on which all the conditions specified in Article XIII of the Plan have been satisfied or waived in writing by the Debtors.

Section 1.27. Equity Interest means the legal interest in (a) member interests in any limited liability company Debtor, (b) general or limited partnership interests in any partnership Debtor, (c) stock in any corporate Debtor, and trustee capacity in the Trust, as of the Commencement Date of the Plan, respectively.

Section 1.28. Estate means the estate created for each Debtor under the Bankruptcy Code by the commencement of the Chapter 11 Case.

Section 1.29. Exculpated Parties means all trustees, officers, directors, members, managers, employees, representatives, and attorneys for any Debtor.

Section 1.30. Final Order means an order of the Bankruptcy Court or any other court of competent jurisdiction as to which the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 64 of 252 certiorari, new trial, or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, new trial, reargument or rehearings shall have been waived in writing in a manner satisfactory to Debtors, or such order of the Bankruptcy Court shall have been determined by the highest court to which such order was appealed, or certiorari, new trial, reargument or rehearing shall have been denied and the time to take any further appeal, petition for certiorari, new trial, or motion for reargument or rehearing shall have all expired. The possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or applicable state court rules of civil procedure, may be filed with respect to such order shall not cause such order not to be a Final Order under this definition.

Section 1.31. Franchisors means the Debtors' existing hotel franchisors including Marriott International, Inc, Holiday Hospitality Franchising LLC, HLT Existing Franchise LLC, and The Sheraton, LLC.

Section 1.32. Franchise Agreements means the agreements between the Debtors and their Franchisors governing the operation and use of the use of the Franchisors' brands with respect to the Debtors' operating assets.

Section 1.33. Guaranty Claim means any Claim which is not a primary Claim against a Debtor, but instead is based upon a guaranty by a Debtor of a primary Claim owed by another Debtor or a debt of a non-Debtor.

Section 1.34. Injunction means the injunction entered by the Bankruptcy Court in Adversary No. 16-06062.

Section 1.35. JDH Appeals has the meaning set forth in the introductory Summary of Joint Unimpairment Plan of Reorganization section of the Plan.

Section 1.36. Other Priority Claim means any Claim, other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

Section 1.37. Payoff Sum. The sum equal to the total of Allowed Claims plus Disputed Claims (for which a Final Order disallowing such Disputed Claim has not been entered) against the Chapter 11 Case Estates after credit for any sums paid on account of such Allowed Claims and Disputed Claims.

Section 1.38. Person has the meaning set forth in section 101 of the Bankruptcy Code.

Section 1.39. Plan means this joint chapter 11 plan of reorganization either in its present form or as the same may be altered, amended or modified from time to time.

Section 1.40. Post-Appeal Sale means a competitively-bid sale of the Debtors' assets after (a) the latest to occur of the Confirmation Date, entry of the a Final Order on the appeal of the Dismissal Denial Order, entry of a Final Order on the appeal of the Stay Relief Denial Order, entry of a Final Order on the appeal of the ROFR Rejection Order, and entry of a

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 65 of 252 Final Order on any appeal of a Confirmation Order, and (b) before the Effective Date, for a price equal to or more than the Payoff Sum.

Section 1.41. Priority Tax Claim means any Claim of a governmental unit of the kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code for which there is no Collateral to secure such Claim.

Section 1.42. Professional Orders means the Order Granting Debtors' Motion to Establish Procedures in the Ordinary Course of Business [ECF Doc. 263] and the Order Approving Procedures for Interim Compensation and Reimbursement of Expenses for Professional and Official Committee Members [ECF Doc. 58].

Section 1.43. Record Date means the date that is ten calendar days preceding the Effective Date.

Section 1.44. Refinancing means a refinancing of existing debt of the Debtors by use of the assets of the Debtors as collateral to generate loan proceeds from which to pay Claims.

Section 1.45. Reorganized Debtor means each Debtor on and after the Effective Date.

Section 1.46. ROFR Rejection Order means the Order Granting Motion To Reject Right Of First Refusal Agreement Pursuant To 11 U.S.C. § 365 [ECF Doc. 694].

Section 1.47. Schedules means the schedules of assets and liabilities, the list of holders of Equity Interests and the statements of financial affairs filed by the Debtors under section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, and all amendments and modifications thereto through and including the Confirmation Date.

Section 1.48. Secured Claim means any Claim, to the extent reflected in the Schedules or a proof of claim as a Secured Claim, which is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with section 506(a) of the Bankruptcy Code, or, in the event that such Claim is subject to a permissible setoff under section 553 of the Bankruptcy Code, to the extent of such permissible setoff.

Section 1.49. Secured Tax Claim means any Secured Claim which, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code.

Section 1.50. Stay Relief Denial Order means the Memorandum Opinion and Order Granting Debtors’ Motion for Summary Judgment and Denying Creditor’s Motions for Summary Judgment and Relief From Stay [ECF Docs. 1378 & 1379].

Section 1.51. Substantial Consummation means the date that is the earlier of (a) thirty (30) days after the Effective Date, or (b) completion of all payments required by the Plan.

Section 1.52. Trust means the Revocable Trust of John Q. Hammons, dated as of December 28, 1989, as amended and restated.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 66 of 252 Section 1.53. UBS means UBS Securities LLC.

Section 1.54. UBS Claim means the Allowed Claim of UBS other than its payment of $175,000.00 per month, to be made pursuant to the Order Granting Application to Employ UBS Securities, LLC [ECF Doc. 596].

Section 1.55. Unsecured Claims means claims for which there is no Collateral and/or Collateral value (within the meaning of section 506(a) of the Bankruptcy Code) and includes a deficiency Claim for a secured creditor with Collateral to the extent the Collateral value is less than the amount of such Claim.

ARTICLE II. – INTERPRETATION OF TERMS

Section 2.01. Application of Definitions and Rules of Construction. Wherever from the context it appears appropriate, pronouns stated in the masculine, feminine or neutral gender shall include the masculine, feminine and neutral. Unless otherwise specified, all section, article, schedule or exhibit references in the Plan are to the respective section in, Article of, or Exhibit to, the Plan. The words "herein," "hereof," "hereto," "hereunder" and other words of similar import refer to the Plan as a whole and not to any particular section, subsection or clause contained in the Plan. The rules of construction contained in section 102 of the Bankruptcy Code shall apply to the construction of the Plan. A term used herein that is not defined herein, but that is used in the Bankruptcy Code, shall have the meaning ascribed to that term in the Bankruptcy Code. The headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the provisions of the Plan.

ARTICLE III.- TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS

Section 3.01. Administrative Expense Claims. Except to the extent that any entity entitled to payment of any Allowed Administrative Expense Claim agrees to a less favorable treatment, each holder of an Allowed Administrative Expense Claim shall receive, in full and complete settlement, satisfaction and discharge of its Allowed Administrative Expense Claim, Cash in an amount equal to such Allowed Administrative Expense Claim on the later of the Effective Date and the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by the Debtor or liabilities arising under loans or advances to or other obligations incurred by the Debtor from and after the Commencement Date shall be paid in full and performed by the Reorganized Debtor in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to such transactions.

Section 3.02. Professional Compensation and Reimbursement Claims. Prior to the Effective Date, all entities subject to the Professional Orders shall continue to receive compensation pursuant thereto. All entities seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date under sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code shall (a) file their respective final applications for allowances of

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 67 of 252 compensation for services rendered and reimbursement of expenses incurred through the Effective Date by no later than the date that is sixty days after the Effective Date or such other date as may be fixed by the Bankruptcy Court, and (b) if granted such an award by the Bankruptcy Court, be paid in full in such amounts as are Allowed by the Bankruptcy Court (i) on the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or as soon thereafter as is practicable or (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Expense Claim and Reorganized Debtor.

Section 3.03. Unsecured Priority Tax Claims. Allowed Priority Tax Claims shall be paid in full in Cash plus interest allowed by law on the Confirmation Date.

Section 3.04. Other Priority Claims. Allowed Other Priority Claims shall be paid in full in Cash plus interest allowed by law on the Confirmation Date.

Section 3.05. UBS Claim. From and after the Confirmation Date, the services of UBS shall be deemed terminated and monthly payments previously paid by the Debtors to UBS shall cease. Upon agreement by the Debtors and UBS, the UBS Claim shall be paid in full on the Effective Date of the Plan. Nothing herein shall prevent any Debtor from retaining UBS for such services after the Confirmation Date on such terms as such Debtor shall deem appropriate.

ARTICLE IV. - CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

Claims, other than Administrative Expense Claims, Other Priority Claims and Priority Tax Claims, and the UBS Claim, are classified pursuant to section 1122 of the Bankruptcy Code for all purposes, including confirmation and distribution pursuant to the Plan, as set forth below. All Allowed Claims are unimpaired within the meaning of section 1124(1) of the Bankruptcy Code. A Claim which is not Allowed or has been paid or released shall not qualify for inclusion in a Class or receive treatment under the Plan. If there are no Allowed Claims for a class, then no such Class will exist for all purposes, including confirmation or distribution. All specific Claim amounts below are stated as of November 30, 2017. Payments made as of the Confirmation Date will be reflected in the ultimate Allowed Claim amount to be addressed by the Plan. To the extent the figures for Secured Claims include yield maintenance, the Debtors do no hereby admit that such amounts represent part of an Allowed Claim.

Class 1 Secured Tax Claims.

Class 1 Claims have been scheduled or filed with certain Debtors and consist primarily of ad valorem tax Claims. The amount of such Claims is set forth in Appendix 2 to the Disclosure Statement.

Class 2 Executory Contract or Unexpired Lease Cure Claims.

Class 2 Claims will arise upon assumption of executory contracts and unexpired leases by the Debtors on or before the Confirmation Date. Article VIII describes the procedure for assumption and the establishment of Cure Claims. The Debtors do not believe there are

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 68 of 252 monetary defaults on any executory contract or unexpired lease. As a result, the Debtors do not believe there will ultimately be Allowed Cure Claims.

Class 3 Secured Claims.

Secured Claims consist of Claims secured by a Lien on the property of a Debtor which is not a Secured Tax Claim. The Secured Claims primarily consist of mortgage loans and a Claim for attorneys' fees secured by a cash retainer.

Class 3.3A Bank of Blue Valley Secured Claim: Trust $12,533,547.51 secured by the University Plaza hotel in Springfield, Missouri and a baseball stadium in Springfield, Missouri, a parking lot adjacent to the stadium, and on unimproved real estate in Lake Norman, North Carolina.

Class 3.3B City of Springfield/UMB, Trustee Secured Claim: Trust $1,311,975.00 secured by the University Plaza hotel in Springfield, Missouri.

Class 3.3C City of Springfield/Commerce Bank, Trustee/Springfield City Center: Trust; Development Corporation Secured Claim: Trust $4,085,000 secured by baseball stadium in Springfield, Missouri.

Class 3.3D First National Bank of Omaha: Trust $34,655,108.79 secured by Embassy Suites hotel in Loveland, Colorado.

Class 3.3E Great Southern Bank Secured Claim: Trust $4,045,866.66 secured by the University Plaza hotel in Springfield, Missouri.

Class 3.3F Great Southern Bank Secured Claim: Trust $1,179,893.20 secured by residential lots in the Highland Springs development in Springfield, Missouri.

Class 3.3G Hawthorn Bank Secured Claim: Trust $8,015,974.84 secured by the Joplin Marriott Residence Inn and a $1,000,000 certificate of deposit at Hawthorn Bank.

Class 3.3H Hawthorn Bank Secured Claim: Trust $2,503,844.43 secured by the Jordan Valley car park in Springfield, Missouri, a commercial building at 940 E. Trafficway in Springfield, Missouri, and a vacant lot in Joplin, Missouri.

Class 3.3I Morton Community Bank Secured Guaranty Claim: Trust Guaranty Claim on the Class 3.17B Claim, secured by personal property of the Trust.

Class 3.3J Perkins Coie Secured Claim: Trust $104,655.98 secured by a cash retainer and setoff. Perkins Coie holds a Secured Claim in many cases but shall be entitled to a single satisfaction.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 69 of 252 Class 3.3K SFI Belmont, LLC Guaranty Secured Claim: Trust $183,815,766.98 Guaranty Claim of the Class 3.37B Claim, secured by the Trust's (a) rights to receive proceeds from certain dispositions of property of Chateau Lake, LLC, and (b) interest in Preferred Equity Interests (as defined in Proof of Claim No. 220) in Atrium Hotels, L.P. formerly known as John Q. Hammons Hotels, L.P. ("Atrium"), and causes of action attributable thereto and the proceeds thereof, including certified checks received from Atrium dated September 21, 2015, in the cumulative sum of $934,000.00. The security interest described in (a) is subject to valuation pursuant to section 506(a) of the Bankruptcy Code to determine if it does represent a Secured Claim or, instead, is a Class 6 Claim in light of the Allowed Claims against the foregoing entities' assets. The security interest described in (b) is subject to valuation pursuant to section 506(a) of the Bankruptcy Code to determine if it does represent a Secured Claim or, instead, is in full or in part a Class 6 Claim in light of the litigation pending between the underlying parties with respect to the transactions resulting in the issuance of those checks. Debtors intend to object to allowance of this Claim for amounts in excess of $146,783,049.30 and the contract rate of interest to the Commencement Date; the balance of the Claim shall represent a Disputed Claim. All of the SFI Belmont Claims are limited to a single satisfaction.

Class 3.3L Fifth Third Bank Secured Claim: Trust $1,805,979.22 secured by an airplane.

Class 3.3M PlainsCapital Bank Secured Claim: Trust $633,575.64 secured by unimproved land adjacent to the Frisco Mall in Frisco, Texas.

Class 3.3N City of Pleasant Grove, Utah Secured Claim: Trust $14,837,000.00 secured by unimproved land in Pleasant Grove, Utah.

Class 3.3O Simmons First National Bank Secured Claim: Trust $114,374.76 secured by unimproved real estate in Little Rock, Arkansas.

Class 3.6A Perkins Coie Secured Claim: Glendale $104, 655.98 secured by a cash retainer and setoff.

Class 3.6B Deutsche Bank Secured Claim: Glendale $242,900,118.32 secured by Renaissance by Marriott hotel in Glendale, Arizona (and other property of other Debtors).

Class 3.8A Perkins Coie Secured Claim: San Marcos Development $104, 655.98 secured by a cash retainer and setoff.

Class 3.8B Simmons Bank Secured Claim: San Marcos Development $27,558,205.20 secured by the Embassy Suites hotel in San Marcos, Texas.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 70 of 252 Class 3.9A Perkins Coie Secured Claim: Sioux Falls $104,655.98 secured by a cash retainer and setoff.

Class 3.9B U.S Bank, Trustee Secured Claim: Sioux Falls $130,724,159.76 secured by the Sheraton Sioux Falls hotel in Sioux Falls, South Dakota (and property of other Debtors).

Class 3.11A Perkins Coie Secured Claim: Allen $104,655.98 secured by a cash retainer and setoff.

Class 3.11B Deutsche Bank, Trustee Secured Claim: Allen $242,900,118.32 secured by the Courtyard by Marriott hotel in Allen, Texas (and property of other Debtors).

Class 3.14A Perkins Coie Secured Claim: Tulsa $104,655.98 secured by a cash retainer and setoff.

Class 3.14B U.S. Bank, Trustee Secured Claim: Tulsa $130,724,159.76 secured by the Renaissance Tulsa hotel in Tulsa, Oklahoma (and property of other Debtors).

Class 3.16A Perkins Coie Secured Claim: New Mexico $104, 655.98 secured by a cash retainer and setoff.

Class 3.16B U.S. Bank, Trustee Secured Claim: New Mexico $130,724,159.76 secured by Embassy Suites hotel in Albuquerque, New Mexico (and property of other Debtors).

Class 3.17A Perkins Coie Secured Claim: East Peoria $104,655.98 secured by a cash retainer and setoff.

Class 3.17B Morton Community Bank Secured Claim: East Peoria $29,799,798.42 secured by the Embassy Suites hotel and conference center in East Peoria, Illinois (consisting of three promissory notes for construction of the improvements, a supplemental loan for East Peoria, and a loan for the University Plaza hotel renovations).

Class 3.18A Perkins Coie Secured Claim: Lincoln $104,655.98 secured by a cash retainer and setoff.

Class 3.18B U.S. Bank, Trustee Secured Claim: Lincoln $130,724,159.76 secured by the Embassy Suites hotel in Lincoln, Nebraska (and property of other Debtors).

Class 3.21A Perkins Coie Secured Claim: South Carolina $104,655.98 secured by a cash retainer and setoff.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 71 of 252 Class 3.21B U.S. Bank, Trustee: South Carolina $130,724,159.76 secured by the Residence Inn in Charleston, South Carolina (and property of other Debtors).

Class 3.22A Perkins Coie Secured Claim: Fort Smith $104,655.98 secured by a cash retainer and setoff.

Class 3.22B First National Bank of Fort Smith Secured Claim: Fort Smith $7,490,927.92 secured by the Courtyard Ft. Smith Downtown hotel. This Claim is not subject to recourse against any estate for failure to file a proof of claim or be scheduled in a specific amount by any Debtor.

Class 3.24A Perkins Coie Secured Claim: Oklahoma City $104,655.98 secured by cash retainer and setoff.

Class 3.24B U.S. Bank, Trustee Secured Claim: Oklahoma City $130,724,159.76 secured by the Courtyard Marriott hotel in Oklahoma City, Oklahoma (and property of other Debtors).

Class 3.27A Deutsche Bank, Trustee Secured Claim: Huntsville $242,900,118.32 secured by Embassy Suites Hotel in Huntsville, Alabama (and property of other Debtors).

Class 3.27B Perkins Coie Secured Claim: Huntsville $104,655.98 secured by a cash retainer and setoff.

Class 3.28 Perkins Coie Secured Claim: Hotels Management $104,655.98 secured by a cash retainer and setoff.

Class 3.31A Deutsche Bank, Trustee Secured Claim: Concord $242,900,118.32 secured by Embassy Suites hotel in Concord, North Carolina.

Class 3.31B Perkins Coie Secured Claim: Concord $104,655.98 secured by a cash retainer and setoff.

Class 3.37A Perkins Coie Secured Claim: Hammons Hotels Development, LLC $104,655.98 secured by a cash retainer and setoff.

Class 3.37B SFI Belmont Secured Claim: Hammons Hotels Development, LLC 183,815,766.98 secured by membership interests in Hammons of Huntsville, LLC; JQH-Glendale, AZ Development, LLC; JQH-Concord Development, LLC; JQH-Rogers Convention Center Development, LLC; JQH-East Peoria Development, LLC; and JQH-Murfreesboro Development, LLC. The security interest is subject to valuation pursuant to section 506(a) of the Bankruptcy Code to determine if it does represent a Secured Claim or, instead, is a Class 4 Claim in light of the Allowed Claims against the foregoing entities' assets. Debtors

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 72 of 252 intend to object to allowance of this Claim for amounts in excess of $146,783,049.30 and the contract rate of interest to the Commencement Date; the balance of the Claim shall represent a Disputed Claim. All of the SFI Belmont Claims are limited to a single satisfaction.

Class 3.38A Perkins Coie Secured Claim: Hammons Inc. $104,655.98 secured by a cash retainer and setoff.

Class 3.38B SFI Belmont Secured Claim: Hammons Inc. $183,815,766.98 Guaranty Claim secured by any interest of Hammons, Inc., in Preferred Equity Interests (as defined in Proof of Claim No. 220) in Atrium Hotels, L.P. formerly known as John Q. Hammons Hotels, L.P. ("Atrium"), in the causes of action and the proceeds thereof, including certified checks received from Atrium dated September 21, 2015, in the cumulative sum of $934,000.00. The security interest is subject to valuation pursuant to section 506(a) of the Bankruptcy Code to determine if it does represent a Secured Claim or, instead, is in full or in part a Class 4 Claim in light of the litigation pending between the underlying parties with respect to the transactions resulting in the issuance of those checks. Debtors intend to object to allowance of this Claim for amounts in excess of $146,783,049.30 and the contract rate of interest to the Commencement Date; the balance of the Claim shall represent a Disputed Claim. All of the SFI Belmont Claims are limited to a single satisfaction.

Class 3.39A Perkins Coie Secured Claim: Fall 2006 $104,655.98 secured by a cash retainer and setoff.

Class 3.39B Wells Fargo, Trustee Secured Claim: Fall 2006 $106,812,983.52 secured by the Embassy Suites hotel in Hampton, Virginia; the Holiday Inn Express hotel in Springfield, Missouri; the Embassy Suites hotel in Frisco, Texas; the Courtyard by Marriott hotel in Junction City, Kansas; and the Embassy Suites hotel in Hot Springs, Arkansas.

Class 3.39C National Fire Secured Claim: Fall 2006 $20,826.00 plus contingent Claims secured by a right of setoff.

Class 3.40 Perkins Coie Secured Claim: Hammons of Franklin $104,655.98 secured by a cash retainer and setoff.

Class 3.41A Perkins Coie Secured Claim: Richardson Hammons $104,655.98 secured by a cash retainer and setoff.

Class 3.41B U.S. Bank, Trustee, Secured Claim: Richardson Hammons $130,724,159.76 secured by the Embassy Suites hotel in Franklin, Tennessee; the Renaissance hotel in Richardson, Texas; the Courtyard Airport Marriott hotel in Springfield, Missouri; the Residence Inn hotel in Springfield, Missouri; and the

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 73 of 252 Embassy Suites hotel in St. Charles, Missouri (and property owned by other Debtors).

Class 3.42 Perkins Coie Secured Claim: Hammons of Richardson $104,655.98 secured by a cash retainer and setoff.

Class 3.49A First National Bank of Omaha Secured Claim: LaVista Courtyard $17,329,775.80 secured by the Courtyard LaVista hotel in LaVista, Nebraska.

Class 3.49B Perkins Coie Secured Claim: LaVista Courtyard $104,655.98 secured by a cash retainer and setoff.

Class 3.49C Nebraska Furniture Mart Secured Claim: LaVista Courtyard $800.32 secured by purchase money security interest on goods.

Class 3.50A First National Bank of Omaha Secured Claim: Colorado $382,328.00 secured by unimproved real property in Loveland, Colorado.

Class 3.50B Perkins Coie Secured Claim: Colorado $104,655.98 secured by a cash retainer and setoff.

Class 3.51A Perkins Coie Secured Claim: Rogers Convention $104,655.98 secured by a cash retainer and setoff

Class 3.51B Rogers Funding Secured Claim: Rogers Convention $68,875,481.04 secured by the Embassy Suites Northwest Arkansas hotel and convention center in Rogers, Arkansas.

Class 3.53A Hawthorn Bank Secured Claim: Bricktown $17,384,159.09 secured by the Residence Inn Downtown/Bricktown in Oklahoma City, Oklahoma.

Class 3.53B Perkins Coie Secured Claim: Bricktown $104,655.98 secured by a cash retainer and setoff.

Class 3.55A Perkins Coie Secured Claim: Normal $104,655.98 secured by a cash retainer and setoff.

Class 3.55B Simmons Bank Secured Claim: Normal $24,858,609.98 secured by the Bloomington-Normal Marriott hotel and convention center in Normal, Illinois.

Class 3.58A Deutsche Bank, Trustee Secured Claim: Murfreesboro Development $242,900,118.32 secured by the Embassy Suites hotel in Murfreesboro, Tennessee (and property of other Debtors).

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 74 of 252 Class 3.58B Perkins Coie Secured Claim: Murfreesboro Development $104,655.98 secured by a cash retainer and setoff.

Class 3.60A City of LaVista Secured Claim: LaVista Conference $15,810,691.45 secured by the LaVista Conference Center in LaVista, Nebraska.

Class 3.60B Perkins Coie Secured Claim: LaVista Conference $104,655.98 secured by a cash retainer and setoff.

Class 3.63A First National Bank of Omaha Secured Claim: LaVista III $28,594,752.90 secured by Embassy Suites hotel in LaVista, Nebraska.

Class 3.63B Perkins Coie Secured Claim: LaVista III $104,655.98 secured by a cash retainer and setoff.

Class 3.66A Perkins Coie Secured Claim: Chateau $104,655.98 secured by a cash retainer and setoff.

Class 3.66B Wilmington Trust, Trustee Secured Claim: Chateau Lake $43,830,164.38 secured by the Chateau on the Lake hotel and convention center in Branson, Missouri.

Class 3.69A Deutsche Bank, Trustee Secured Claim: Norman $242,900,118.32 secured by the Embassy Suites hotel in Norman, Oklahoma (and property of other Debtors).

Class 3.69B Perkins Coie Secured Claim: Norman $104, 655.98 secured by a cash retainer and setoff.

Class 3.72A Deutsche Bank, Trustee Secured Claim: Kansas City $242,900,118.32 secured by secured by a Residence Inn in Kansas City, Missouri (and property of other Debtors).

Class 3.72B Perkins Coie Secured Claim: Kansas City $104,655.98 secured by a cash retainer and setoff.

Class 3.73 Perkins Coie Secured Claim: Hammons Center $104,655.98 secured by a cash retainer and setoff.

Class 3.74 Perkins Coie Secured Claim: Frisco $104,655.98 secured by a cash retainer and setoff.

Class 3.75 Perkins Coie Secured Claim: Arkansas $104,655.98 secured by a cash retainer and setoff.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 75 of 252 Class 3.76 Perkins Coie Secured Claim: City Centre $104,655.98 secured by a cash retainer and setoff.

Class 4 General Unsecured, Non-Priority Vendor Claims.

Class 4 Claims have been scheduled or filed with most, but not all, Debtors. These Claims consist primarily of vendor Claims for goods and services. Each such Class is listed below. Certain Debtors, principally, the Trust, have executed guaranties of the debts owed by other Debtors and non-Debtors. This Class includes unsecured Guaranty Claims arising from guaranties of primary Claims owed by Debtors. Primarily, these consist of guaranties given by the Trust of Debtor and non-Debtor subsidiaries of the Trust. The number and amount of those Class 4 Claims which are expected to constitute Allowed Class 4 Claims are described in the Disclosure Statement.

Class 4.1 General Unsecured, Non-Priority Vendor Claims: Tulsa/169 Class 4.2 General Unsecured, Non-Priority Vendor Claims: Junction City Class 4.3 General Unsecured, Non-Priority Vendor Claims: Trust Class 4.5 General Unsecured, Non-Priority Vendor Claims: Concord Golf Catering Class 4.6 General Unsecured, Non-Priority Vendor Claims: Glendale Class 4.7 General Unsecured, Non-Priority Vendor Claims: Manzano Catering Class 4.8 General Unsecured, Non-Priority Vendor Claims: San Marcos Development Class 4.9 General Unsecured, Non-Priority Vendor Claims: Sioux Falls Class 4.10 General Unsecured, Non-Priority Vendor Claims: Rogers, Inc. Class 4.11 General Unsecured, Non-Priority Vendor Claims: Allen Class 4.12 General Unsecured, Non-Priority Vendor Claims: Murfreesboro Catering Class 4.13 General Unsecured, Non-Priority Vendor Claims: Concord Catering Class 4.14 General Unsecured, Non-Priority Vendor Claims: Tulsa Class 4.15 General Unsecured, Non-Priority Vendor Claims: Loveland Catering Class 4.16 General Unsecured, Non-Priority Vendor Claims: New Mexico Class 4.17 General Unsecured, Non-Priority Vendor Claims: East Peoria Development Class 4.18 General Unsecured, Non-Priority Vendor Claims: Lincoln Class 4.19 General Unsecured, Non-Priority Vendor Claims: Lincoln Catering Class 4.20 General Unsecured, Non-Priority Vendor Claims: Civic Center Redevelopment Class 4.21 General Unsecured, Non-Priority Vendor Claims: South Carolina Class 4.22 General Unsecured, Non-Priority Vendor Claims: Fort Smith Development Class 4.23 General Unsecured, Non-Priority Vendor Claims: LaVista Catering Class 4.24 General Unsecured, Non-Priority Vendor Claims: Oklahoma City Class 4.25 General Unsecured, Non-Priority Vendor Claims: Chateau Catering Class 4.26 General Unsecured, Non-Priority Vendor Claims: Courtyard Catering Class 4.27 General Unsecured, Non-Priority Vendor Claims: Huntsvillle Class 4.28 General Unsecured, Non-Priority Vendor Claims: Hotels Management Class 4.29 General Unsecured, Non-Priority Vendor Claims: Bricktown Catering Class 4.30 General Unsecured, Non-Priority Vendor Claims: Hotels Management II Class 4.31 General Unsecured, Non-Priority Vendor Claims: Concord Development Class 4.32 General Unsecured, Non-Priority Vendor Claims: Kansas City Catering Class 4.35 General Unsecured, Non-Priority Vendor Claims: 2015 Loan Holdings

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 76 of 252 Class 4.36 General Unsecured, Non-Priority Vendor Claims: ACLOST Class 4.37 General Unsecured, Non-Priority Vendor Claims: Hotels Development Class 4.38 General Unsecured, Non-Priority Vendor Claims: Hammons Inc Class 4.39 General Unsecured, Non-Priority Vendor Claims: Fall 2006 Class 4.40 General Unsecured, Non-Priority Vendor Claims: Hammons of Franklin Class 4.41 General Unsecured, Non-Priority Vendor Claims: Richardson Hammons Class 4.42 General Unsecured, Non-Priority Vendor Claims: Hammons of Richardson Class 4.44 General Unsecured, Non-Priority Vendor Claims: Joplin Catering Class 4.46 General Unsecured, Non-Priority Vendor Claims: Hot Springs Class 4.47 General Unsecured, Non-Priority Vendor Claims: Hampton Catering Class 4.48 General Unsecured, Non-Priority Vendor Claims: Huntsville Catering Class 4.49 General Unsecured, Non-Priority Vendor Claims: Courtyard Development Class 4.50 General Unsecured, Non-Priority Vendor Claims: Colorado Class 4.51 General Unsecured, Non-Priority Vendor Claims: Rogers Convention Class 4.52 General Unsecured, Non-Priority Vendor Claims: UP Catering Class 4.53 General Unsecured, Non-Priority Vendor Claims: Bricktown Class 4.54 General Unsecured, Non-Priority Vendor Claims: Glendale Catering Class 4.55 General Unsecured, Non-Priority Vendor Claims: Normal Class 4.56 General Unsecured, Non-Priority Vendor Claims: St. Charles Catering Class 4.58 General Unsecured, Non-Priority Vendor Claims: Murfreesboro Development Class 4.59 General Unsecured, Non-Priority Vendor Claims: Sioux Falls Catering Class 4.63 General Unsecured, Non-Priority Vendor Claims: LaVista III Development Class 4.64 General Unsecured, Non-Priority Vendor Claims: Rogers Catering Class 4.65 General Unsecured, Non-Priority Vendor Claims: Fort Smith Catering Class 4.66 General Unsecured, Non-Priority Vendor Claims: Chateau Lake Class 4.67 General Unsecured, Non-Priority Vendor Claims: R-2 Class 4.68 General Unsecured, Non-Priority Vendor Claims: East Peoria Catering Class 4.69 General Unsecured, Non-Priority Vendor Claims: Norman Class 4.70 General Unsecured, Non-Priority Vendor Claims: Courtyard Catering Class 4.71 General Unsecured, Non-Priority Vendor Claims: Normal Catering Class 4.72 General Unsecured, Non-Priority Vendor Claims: Kansas City Development Class 4.73 General Unsecured, Non-Priority Vendor Claims: Hammons Center Class 4.74 General Unsecured, Non-Priority Vendor Claims: Frisco

Class 5 SFI Belmont Unsecured Claims

SFI Belmont has filed proofs of claim asserting a Secured Claim based upon the grant of Liens on certain Preferred Equity Interests held by certain Debtors and a grant of Liens upon certain membership interests of certain Debtors held by other Debtors. See Class 3.3K, 3.37B & 3.38B. These Secured Claims will be the subject of objections by the Debtors, asserting that SFI Belmont holds an Allowed Secured Claim up to the sum of $934,000 in Class 3.3K and only a Class 4 Claim for the balance of its Claims because those Claims are not secured pursuant to section 506(a). As a result, SFI Belmont holds Class 4 Claims as set forth herein.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 77 of 252 Class 5.3 SFI Belmont Unsecured Guaranty Deficiency Claim: Trust

$183,815,766.98 Guaranty Claim which is secured as more particularly described in Classes 3.3K, 3.37B, and 3.38B. Should all or a portion of any of those Claims not be Allowed as Secured Claims, then they are designated as Class 6.3 Claims. This is expected to be an Allowed Claim for $146,783,049.30 in principal, plus pre-petition interest at the contract rate through the Commencement Date. This is expected to be a Disputed Claim for interest asserted since Commencement Date and, if Allowed, at the default rate, and for any recovery of attorneys' fees and expenses pursuant to section 506(b) of the Bankruptcy Code. Because the Guaranty Claim can receive only one satisfaction, the Guaranty Claim shall be combined for purposes of payment with Class 5.37 and Class 5.38. As a result, SFI Belmont holds Class 4 Claims as set forth herein.

Class 5.37 SFI Belmont Unsecured Guaranty Deficiency Claim: Hammons Hotels Development, LLC

$183,815,766.98 Guaranty Claim which is secured as more particularly described in Classes 3.3K, 3.37B, and 3.38B. Should all or a portion of any of those Claims not be Allowed as Secured Claims, then they are designated as Class 6.3 Claims. This is expected to be an Allowed Claim for $146,783,049.30 in principal, plus pre-petition interest at the contract rate through the Commencement Date. This is expected to be a Disputed Claim for interest asserted since Commencement Date and, if Allowed, at the default rate, and for any recovery of attorneys' fees and expenses pursuant to section 506(b) of the Bankruptcy Code. Because the Guaranty Claim can receive only one satisfaction, the Guaranty Claim shall be combined for purposes of payment with Class 5.3 and Class 5.38. As a result, SFI Belmont holds Class 4 Claims as set forth herein.

Class 5.38 SFI Belmont Unsecured Guaranty Deficiency Claim: Hammons, Inc.

$183,815,766.98 Guaranty Claim which is secured as more particularly described in Classes 3.3K, 3.37B, and 3.38B. Should all or a portion of any of those Claims not be Allowed as Secured Claims, then they are designated as Class 6.3 Claims. This is expected to be an Allowed Claim for $146,783,049.30 in principal, plus pre-petition interest at the contract rate through the Commencement Date. This is expected to be a Disputed Claim for interest asserted since Commencement Date and, if Allowed, at the default rate, and for any recovery of attorneys' fees and expenses pursuant to section 506(b) of the Bankruptcy Code. Because the Guaranty Claim can receive only one satisfaction, the Guaranty Claim shall be combined for purposes of payment with Class 5.3 and Class 5.37. As a result, SFI Belmont holds Class 4 Claims as set forth herein.

Class 6 JDH Contract Claims.

JDH has filed identical unsecured JDH Contract Claims in each case for the sums of $587,600,000.00 and $565,300,000.00, respectively, arising from allegations of a pre-petition

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 78 of 252 breach of the ROFR and monetary damages for such alleged pre-petition breach and the breach arising under section 365(g) of the Bankruptcy Code from the approval by the Bankruptcy Court of the rejection by the Debtors' of the ROFR pursuant to section 365(g) of the Bankruptcy Code. These Claims are all subject to pending objection and estimation and thus represent Disputed Claims.

Class 6.1 JDH Contract Claims: Tulsa/169 Catering Class 6.2 JDH Contract Claims: Junction City Catering Class 6.3 JDH Contract Claims: Trust Class 6.4 JDH Contract Claims: Olathe Development Class 6.5 JDH Contract Claims: Concord Golf Catering Class 6.6 JDH Contract Claims: Glendale Class 6.7 JDH Contract Claims: Manzano Catering Class 6.8 JDH Contract Claims: San Marcos Development Class 6.9 JDH Contract Claims: Sioux Falls Class 6.10 JDH Contract Claims: Rogers, Inc. Class 6.11 JDH Contract Claims: Allen Class 6.12 JDH Contract Claims: Murfreesboro Catering Class 6.13 JDH Contract Claims: Concord Catering Class 6.14 JDH Contract Claims: Tulsa Class 6.15 JDH Contract Claims: Loveland Catering Class 6.16 JDH Contract Claims: New Mexico Class 6.17 JDH Contract Claims: East Peoria Development Class 6.18 JDH Contract Claims: Lincoln Class 6.19 JDH Contract Claims: Lincoln Catering Class 6.20 JDH Contract Claims: Civic Center Redevelopment Class 6.21 JDH Contract Claims: South Carolina Class 6.22 JDH Contract Claims: Fort Smith Development Class 6.23 JDH Contract Claims: LaVista Catering Class 6.24 JDH Contract Claims: Oklahoma City Class 6.25 JDH Contract Claims: Chateau Catering Class 6.26 JDH Contract Claims: Courtyard Catering Class 6.27 JDH Contract Claims: Huntsvillle Class 6.28 JDH Contract Claims: Hotels Management Class 6.29 JDH Contract Claims: Bricktown Catering Class 6.30 JDH Contract Claims: Hotels Management II Class 6.31 JDH Contract Claims: Concord Development Class 6.32 JDH Contract Claims: Kansas City Catering Class 6.33 JDH Contract Claims: Hotels Management I Class 6.34 JDH Contract Claims: Lake of the Ozarks Class 6.35 JDH Contract Claims: 2015 Loan Holdings Class 6.36 JDH Contract Claims: ACLOST Class 6.37 JDH Contract Claims: Hammons Hotels Development, LLC Class 6.38 JDH Contract Claims: Hammons Inc Class 6.39 JDH Contract Claims: Fall 2006 Class 6.40 JDH Contract Claims: Hammons of Franklin Class 6.41 JDH Contract Claims: Richardson Hammons 18

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 79 of 252 Class 6.42 JDH Contract Claims: Hammons of Richardson Class 6.44 JDH Contract Claims: Joplin Catering Class 6.46 JDH Contract Claims: Hot Springs Class 6.47 JDH Contract Claims: Hampton Catering Class 6.48 JDH Contract Claims: Huntsville Catering Class 6.49 JDH Contract Claims: Courtyard Development Class 6.50 JDH Contract Claims: Colorado Class 6.51 JDH Contract Claims: Rogers Convention Class 6.52 JDH Contract Claims: UP Catering Class 6.53 JDH Contract Claims: Bricktown Class 6.54 JDH Contract Claims: Glendale Catering Class 6.55 JDH Contract Claims: Normal Class 6.56 JDH Contract Claims: St. Charles Catering Class 6.57 JDH Contract Claims: Glendale Catering Class 6.58 JDH Contract Claims: Murfreesboro Development Class 6.59 JDH Contract Claims: Sioux Falls Catering Class 6.60 JDH Contract Claims: LaVista Conference Center Class 6.61 JDH Contract Claims: Courtyard Catering Class 6.62 JDH Contract Claims: Crescent Catering Class 6.63 JDH Contract Claims: LaVista III Development Class 6.64 JDH Contract Claims: Rogers Catering Class 6.65 JDH Contract Claims: Fort Smith Catering Class 6.66 JDH Contract Claims: Chateau Class 6.67 JDH Contract Claims: R-2 Class 6.68 JDH Contract Claims: East Peoria Catering Class 6.69 JDH Contract Claims: Norman Class 6.70 JDH Contract Claims: Courtyard Catering Class 6.71 JDH Contract Claims: Normal Catering Class 6.72 JDH Contract Claims: Kansas City Development Class 6.73 JDH Contract Claims: Hammons Center Class 6.74 JDH Contract Claims: Frisco Class 6.75 JDH Contract Claims: Hammons of Arkansas Class 6.76 JDH Contract Claims: City Centre Hotel

Class 7 Equity Interests.

The holders of Equity Interests in the Debtors are reported in the schedules filed for each Debtor as ECF No. 1 in their respective cases.

ARTICLE V. - TREATMENT OF CLAIMS AND EQUITY INTERESTS

The treatment of any Claim which is a Disputed Claim on the Confirmation Date shall not commence until such Disputed Claim becomes an Allowed Claim as more particularly set forth in Section 1.02. Unless otherwise indicated, on the later to occur of the Effective Date or the date on which such a Claim is Allowed, each Allowed Claim shall be paid in Cash the full amount of the Allowed Claim plus interest accrued and unpaid from the Commencement Date at the rate allowed by applicable law if the Allowed Claim is entitled to such interest under the

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 80 of 252 agreement or law under which the Allowed Claim arose, less any amounts previously paid on such Claim. Such payment shall be in full and complete settlement, satisfaction and discharge of such Allowed Claim. All Claims arising between the Confirmation Date and the Effective Date shall constitute Administrative Expense Claims. In exchange for payment in full of each Allowed Claim pursuant to section 1142 of the Bankruptcy Code, the Debtors reserve the right to require each holder of an Allowed Claim that has been paid in full as set forth herein shall execute and deliver to the Debtors a release of the instrument evidencing the debt and all documents granting or perfecting a Lien on property of a Debtor or Reorganized Debtor.

Except as otherwise provided in this Plan, nothing shall adversely affect any right, defense, setoff or recoupment by any Debtor with respect to the holder of any Claim. Any Debtor may, but shall not be obligated to, assert any such matters with respect to a Claim and neither the failure to do so nor allowance of the Claim shall waive or discharge such matters unless expressly addressed by a Final Order. The Debtors shall have the right to sell any Collateral or refinance any Claim regardless of any provision in any loan security or other document or applicable law if the proceeds from such transaction will satisfy the Allowed Secured Claim secured by such Collateral.

Section 5.01. CLASS 1 – SECURED TAX CLAIMS.

(a) Impairment and Voting. Each Allowed Secured Tax Claim is unimpaired. The holder of each such Claim is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Allowed Secured Tax Claims. All Secured Tax Claims shall be paid in full in Cash on the Confirmation Date with interest at the rate determined to be appropriate by the Bankruptcy Court.

Section 5.02. CLASS 2 – EXECUTORY CONTRACT OR UNEXPIRED LEASE CURE CLAIMS

(a) Impairment and Voting. Each Allowed Cure Claim is unimpaired. The holder of each such Claim is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Allowed Cure Claims. Allowed Cure Claims shall be paid in full in Cash with interest at the rate determined to be appropriate by the Bankruptcy Court on the Confirmation Date or, if earlier, the date on which an order approving assumption of the executory contract or unexpired lease becomes a Final Order.

Section 5.03. CLASS 3 - SECURED CLAIMS

(a) Impairment and Voting. Each Allowed Secured Claim is unimpaired. The holder of each such Claim is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Allowed Secured Claims. 20

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 81 of 252 1. General. Allowed Secured Claims shall continue to be paid principal and interest in Cash between the Confirmation Date and the Effective Date according to the terms of any applicable cash collateral or adequate protection order concerning such Claims that is in effect on the Confirmation Date or as may be entered by the Bankruptcy Court prior to the Effective Date. All Allowed Secured Claims shall retain their Liens until they are paid in full. The amounts remaining owing on the Effective Date on each Allowed Secured Claim shall be paid in full on the Effective Date. The amount due shall consist of the principal sum set forth in Article IV for such Secured Claim, plus interest at the rate and attorneys' fees and expenses incurred prior to the Commencement Date either as stipulated by the holder of such Secured Claim and the Debtors or as determined under the terms of the Claim by the Bankruptcy Court, plus post-petition interest, attorneys' fees and expenses either as stipulated by the holder of such Secured Claim and the Debtors or as determined to be due by the Bankruptcy Court under section 506(b) of the Bankruptcy Code, less all amounts received on account of such Allowed Secured Claim from and after the Confirmation Date.

2. Guaranty Claims. Notwithstanding the foregoing, Guaranty Claims of primary Claims against the Debtors shall be satisfied under the Plan by virtue of payment in full of the underlying primary Claim. As a result, no amount shall be payable on account of a Guaranty Claim of a Claim owed by a Debtor. Guaranty Claims arising from guaranties of debts owed by non-Debtors are classified as Class 4 Claims and such contingent Guaranty Claims shall be estimated for purposes of allowance and payment hereunder pursuant to section 502(c) of the Bankruptcy Code pursuant to such procedures as the Bankruptcy Court shall establish and such estimated Allowed Amount shall be treated under Class 4.

Section 5.04. CLASS 4 – UNSECURED NON-PRIORITY VENDOR CLAIMS.

(a) Impairment and Voting. Each Allowed Unsecured Non-Priority Vendor Claim is unimpaired. The holder of each such Claim is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Allowed Unsecured Non-Priority Vendor Claims.

1. General. Each Allowed Unsecured Non-Priority Vendor Claim entitled to interest as determined to be appropriate by the Bankruptcy Court shall be paid, on a quarterly basis, interest in Cash at such rate as determined by the Bankruptcy Court to be allowed by law, accrued from the Commencement Date, commencing on the first date of the month next succeeding the Confirmation Date and ceasing on the first day of the month immediately prior to the Effective Date. On the Effective Date, Each Allowed Unsecured Non-Priority Vendor Claim shall be paid in full plus any such unpaid interest accrued since the Confirmation Date.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 82 of 252 2. Guaranty Claims. Notwithstanding the foregoing, Guaranty Claims of primary Claims against the Debtors shall be satisfied under the Plan by virtue of payment in full of the underlying primary Claim. As a result, no amount shall be payable on account of a Guaranty Claim of a Claim owed by a Debtor. Guaranty Claims arising from guaranties of debts owed by non-Debtors are classified as Class 4 Claims and such contingent Guaranty Claims shall be estimated for purposes of allowance and payment hereunder pursuant to section 502(c) of the Bankruptcy Code pursuant to such procedures as the Bankruptcy Court shall establish and such estimated Allowed Amount shall be treated under Class 4.

Section 5.05. CLASS 5 - SFI BELMONT UNSECURED CLAIMS

(a) Impairment and Voting. Each Allowed SFI Belmont Unsecured Claim is unimpaired. The holder of each such Claim is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Allowed SFI Belmont Unsecured Claims. Each Allowed SFI Belmont Unsecured Claim entitled to interest as determined to be appropriate by the Bankruptcy Court shall be paid, on a quarterly basis, interest in Cash at such rate as determined by the Bankruptcy Court to be appropriate, accrued from the Commencement Date, commencing on the first date of the month next succeeding the Confirmation Date and ceasing on the first day of the month immediately prior to the Effective Date. On the Effective Date, each Allowed SFI Belmont Unsecured Claim shall be paid in full plus any such unpaid interest accrued since the Confirmation Date; provided however, that the Allowed SFI Belmont Unsecured Claim shall be entitled to only one aggregate satisfaction.

Section 5.06. CLASS 6 – JDH CONTRACT CLAIMS.

(a) Impairment and Voting. Each Allowed JDH Contract Claim is unimpaired. The holder of each such Claim is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Allowed JDH Contract Claims. Each Allowed JDH Contract Claim entitled to interest as determined to be appropriate by the Bankruptcy Court shall be paid, on a quarterly basis, one-half of such interest in Cash at such rate as determined by the Bankruptcy Court to be appropriate, accrued from the Commencement Date, commencing on the first date of the month next succeeding the Confirmation Date and ceasing on the first day of the month immediately prior to the Effective Date. On the Effective Date, each Allowed JDH Contract Claim shall be paid in full plus any such unpaid interest accrued since the Confirmation Date; provided however, that the Allowed JDH Contract Claims shall be entitled to only one aggregate satisfaction.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 83 of 252 Section 5.07. CLASS 7 – EQUITY INTERESTS.

(a) Impairment and Voting. Equity Interests in each Debtor are unimpaired. Each holder of an Equity Interest is conclusively deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

(b) Treatment of Equity Interests. All issued and outstanding Equity Interests shall be retained by the holders thereof in the Reorganized Debtors and retain all management rights arising therefrom and any appointments relating thereto as of the Commencement Date.

ARTICLE VI. - CORPORATE GOVERNANCE

Section 6.01. Continued Corporate Existence. The Debtors shall continue to exist as Reorganized Debtors after the Effective Date in their existing corporate, partnership or trust entity forms, with all the powers of such entities under applicable law in the jurisdiction in which each is organized and pursuant to the certificate of incorporation and bylaws or similar documents in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws are amended by the Plan, including the prohibition on the issuance of nonvoting securities of any corporate Debtor and elimination of provisions requiring the appointment of independent directors or management and any role by such individuals in the future management of any Reorganized Debtor.

Section 6.02. Directors and Officers. The directors, managers, general partners, trustees and officers of the respective Debtors as of the Effective Date shall continue to serve in such capacities for Reorganized Debtor after the Effective Date; provided, however, that on the Effective Date, any independent director, manager or special member of any Debtor shall cease to continue in that capacity and no replacement shall be appointed or required for the exercise of management powers on behalf such Debtor. The existing order of the Bankruptcy Court approving the settlement agreement between the Debtors and such independent directors, managers, and special members shall remain in effect until the Effective Date.

Section 6.03. Removal of Independent Director Provisions. The governance document of each Debtor subject to any provision requiring the appointment and consent of an independent manager, director or special member shall be amended, as of the Effective Date, to eliminate such positions and requirements for the exercise of management of such Debtor as more particularly described in section 6.02 of the Plan.

Section 6.04. Prohibition on Nonvoting Securities. The relevant governance document of each Debtor which is a corporation or should convert to a corporation form upon the Effective Date shall be amended to prohibit the issuance of nonvoting equity securities.

ARTICLE VII. – DISTRIBUTIONS

Section 7.01. Full Satisfaction. Except as otherwise set forth in the Plan, the treatment provided in the Plan to the holders of Claims shall be in full and complete settlement, satisfaction and discharge of such Claims. On the Effective Date, the Confirmation Order

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 84 of 252 shall operate as a permanent injunction enjoining any holder of a Claim (arising prior to the Effective Date) from enforcing any such Claim except as set forth, and pursuant to the provisions provided for, in the Plan. Prior to the Effective Date, the Automatic Stay and Injunction shall remain in full force and effect to the fullest extent.

Section 7.02. Method of Distributions Under the Plan.

(a) Disbursing Agent. All distributions under the Plan shall be made by the Trust, which shall act as the Disbursing Agent. A Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties.

(b) Delivery of Distributions. Subject to Bankruptcy Rule 9010, all distributions under the Plan shall be made to the holder of each Allowed Claim or each Allowed Equity Interest at the address of such holder as listed on the Schedules, unless the Debtor or, on and after the Effective Date, Reorganized Debtor, have been notified in writing of a change of address, including, without limitation, by the filing of a timely proof of Claim by such holder that provides an address for such holder different from the address reflected on the Schedules. Subject to Section 7.04(f) of the Plan, in the event that any distribution to any holder is returned as undeliverable, the Disbursing Agent shall use reasonable efforts to determine the current address of such holder, but no distribution to such holder shall be made unless and until the Disbursing Agent has determined the then current address of such holder, at which time such distribution shall be made to such holder without interest.

(c) Distributions of Cash. Any payment of Cash made by a Reorganized Debtor pursuant to the Plan shall, at Reorganized Debtor's option, be made by check drawn on a domestic bank or wire transfer.

(d) Timing of Distributions. Any payment or distribution required to be made under the Plan on a day other than a Business Day shall be made on the next succeeding Business Day.

(e) Minimum Distributions. At a Reorganized Debtor's option, no payment of Cash less than twenty dollars ($20) shall be made by Reorganized Debtor to any holder of a Claim unless a request therefor is made in writing to Reorganized Debtor.

(f) Unclaimed Distributions. All distributions under the Plan that are unclaimed for a period of one year after distribution thereof shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and re-vested in a Reorganized Debtor and any entitlement of any holder of any Claim to such distributions shall be extinguished and forever barred.

(g) Distributions to Holders as of the Effective Date. As of the close of Record Date, the Claims register and Equity Interest register, as applicable, shall be closed, and there shall be no further changes in the record holder of any Claim. Reorganized Debtors shall have no obligation to recognize any transfer of any Claim, occurring after the Record Date. Reorganized Debtors shall instead be authorized and

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 85 of 252 entitled to recognize and deal for all purposes under the Plan with only those record holders stated on the claims register as of the close of business on the Record Date.

Section 7.03. Disputed Claims. The holder of a Disputed Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive the distribution of Cash that would have been made to such holder under the Plan, if the Disputed Claim had been an Allowed Claim on or prior to the Effective Date, with any applicable additional post- Effective Date interest thereon on the first Business Day next succeeding the date on which the order of the Bankruptcy Court allowing the Disputed Claim becomes a Final Order. Any interest accruing on a Disputed Claim from the Commencement Date to the date on which the Disputed Claim becomes an Allowed Claim shall be paid, at the sole discretion of the Debtors, either at the time of the initial payment after the Disputed Claim becomes an Allowed Claim or on the Effective Date.

Section 7.04. Objections to and Resolution of Claims.

(a) Except as to applications for allowance of compensation and reimbursement of expenses under sections 330 and 503 of the Bankruptcy Code, after the Confirmation Date, Debtors shall have the exclusive right, on or before the Effective Date to make and file objections to Claims (and/or seek estimation of such Claims pursuant to section 502(c) of the Bankruptcy Code) and shall have the authority to compromise, settle, otherwise resolve or withdraw any objections to Claims and compromise, settle or otherwise resolve Disputed Claims without approval of the Bankruptcy Court. From and after the Effective Date, the Reorganized Debtors shall have the exclusive right to continue pursuit of any such Claim objections and shall have authority to compromise, settle, otherwise resolve or withdraw any objections to Claims and compromise, settle or otherwise resolve Disputed Claims without approval of the Bankruptcy Court. Timely-filed objections or requests for estimation may be amended at any time prior to entry of a Final Order thereon.

(b) Unless otherwise ordered by the Bankruptcy Court, any Debtor and, on and after the Effective Date, any Reorganized Debtor, shall file any objections to Claims that are the subject of proofs of claim or requests for payment filed with the Bankruptcy Court (other than applications for allowances of compensation and reimbursement of expenses) and serve such objections upon the holder of the Claim as to which the objection is made as soon as is practicable, but in no event later than 275 days after the Confirmation Date or such later date as may be approved by the Bankruptcy Court; provided, however, that objections to applications for allowance of Administrative Expenses incurred between the Confirmation Date and the Effective Date shall be filed no later than thirty (30) days after the Effective Date.

(c) To the extent that an Avoidance Action is brought against the holder of a Claim, such Claim shall be deemed disallowed pending a determination of the Avoidance Action, and thereafter until payment is made by such holder of a Claim on any judgment rendered in favor of the Debtor, all pursuant to section 502(d) of the Bankruptcy Code.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 86 of 252 ARTICLE VIII. - EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Section 8.01. Assumption or Rejection of Executory Contracts and Unexpired Leases.

(a) Executory Contracts and Unexpired Leases. Pursuant to section 365(a) of the Bankruptcy Code, all executory contracts and unexpired leases (including non- residential real property leases) that exist between a Debtor and any Person shall be deemed assumed by such Debtor, by the Confirmation Order as of the Confirmation Date, except for any executory contract or unexpired lease (i) that has been assumed or rejected pursuant to an order of the Bankruptcy Court entered prior to the Confirmation Date, (ii) as to which a motion for approval of the rejection of such executory contract or unexpired lease has been filed and served prior to the Confirmation Date, (iii) any contract requiring, appointing or addressing the role or payment of independent directors or managers of any Debtor, which shall all be rejected regardless of whether they are individually listed, (iv) is rejected by the terms of the Plan, or (v) that is set forth in any list filed and served on parties affected thereby at least ten (10) days prior to the date of the Confirmation Hearing. Any executory contract or unexpired lease so assumed shall not entitle to the non-Debtor counterparty to assert any right of termination or to exercise rights arising from default save and except those identified as Allowed Cure Claims.

(b) Amendments. Each Debtor reserves the right, at any time on or prior to the Confirmation Date, to amend any such list to delete any executory contract or unexpired lease therefrom or add any executory contract or unexpired lease thereto, in which event such executory contract(s) or unexpired lease(s) shall be deemed to be, respectively, assumed by such Debtor or rejected as applicable. The Debtors shall provide notice of any amendments to such list to the parties to the executory contracts and unexpired leases affected thereby. The listing of a document on shall not constitute an admission by any Debtor that such document is an executory contract or an unexpired lease or that any Debtor has any liability thereunder.

(c) Rejected Executory Contracts and Unexpired Leases. Each executory contract and unexpired lease so listed by a Debtor that relates to the use or occupancy of real property shall include (i) modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without regard to whether such agreement, instrument or other document is listed, and (ii) executory contracts or unexpired leases appurtenant to the premises listed, including, without limitation, all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vault, tunnel or bridge agreements or franchises, and any other interests in real estate or rights in rem relating to such premises to the extent any of the foregoing are executory contracts or unexpired leases, unless any of the foregoing agreements previously has been assumed or assumed and assigned by a Debtor.

(d) Insurance Policies. All of the Debtors' insurance policies and any agreements, documents or instruments relating thereto, are treated as executory contracts under the Plan and shall be assumed by the Debtors as of the Confirmation Date.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 87 of 252 Nothing contained in this Article VIII of the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtor may hold against any entity, including, without limitation, the insurer under any of the Debtors' policies of insurance.

(e) Approval of Assumption or Rejection of Executory Contracts and Unexpired Leases. Entry of the Confirmation Order shall constitute (i) the approval, pursuant to section 365(a) of the Bankruptcy Code, of the assumption of the executory contracts and unexpired leases assumed pursuant to Section 8.01(a) of the Plan, and (ii) the approval, pursuant to section 365(a) of the Bankruptcy Code, of the rejection of the executory contracts and unexpired leases pursuant to Section 8.01(b) of the Plan.

(f) Cure Amount. The cure amount with respect to any contract or lease to be assumed by a Debtor under the Plan shall be deemed to be $-0- unless otherwise set forth in a pleading filed by such Debtor prior to the Confirmation Hearing or unless otherwise ordered by the Bankruptcy Court in the Confirmation Order, or unless otherwise agreed to in writing by such Debtor and the party to such contract or lease. Failure to timely contest the cure amount shall be deemed to be irrevocable acceptance of such cure amount as the Cure Claim as set forth in the Plan.

(g) Timing of Cure Payments. To the extent that the Bankruptcy Court orders a cure amount other than $-0- on any contract or lease to be assumed by a Debtor under the Plan, such Debtor shall pay such Cure Claim as set forth in the Plan.

(h) Bar Date for Filing Proofs of Claim For Contract And Lease Rejection. Claims arising out of the rejection of an executory contract or unexpired lease pursuant to Section 8.01 of the Plan must be filed with the Bankruptcy Court and served upon the Debtors (a) if rejected prior to the Plan, pursuant to the Bar Date Orders, or (b) if rejection occurs under the Plan, no later than thirty (30) days after the later of (i) notice of entry of an order approving the rejection of such executory contract or unexpired lease, (ii) notice of entry of the Confirmation Order and (iii) notice of an amendment to a list of rejected contracts or leases. All such Claims not filed within such time shall be deemed forever barred from assertion against the Debtors, their estates, the Reorganized Debtors, and their property.

(i) Nunc Pro Tunc Relief. The Bankruptcy Court shall retain jurisdiction to grant nunc pro tunc relief in the form of an order permitting assumption or rejection of any Executory Contract after the Effective Date.

(j) JDH ROFR. For the avoidance of doubt, nothing contained in the Plan shall serve to reinstate, reverse, or vacate the ROFR Order, approving rejection the ROFR or the application of any previously entered Bar Date Orders applicable to proofs of claims filing deadlines, including their application to attempts to amend such claims, as a result of the rejection of the ROFR.

Section 8.02. Continuation of Officer, Director and Employee Indemnification. The obligations of each Debtor, if any, to defend, indemnify, reimburse or limit the liability of their present and any former directors, officers or employees who were directors (including

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 88 of 252 any independent directors or managers), officers or employees, respectively, on or after the Commencement Date, solely in their capacity as directors, officers or employees, against any claims or obligations pursuant to the Debtor' certificates of incorporation or by-laws, applicable state law or specific agreement, or any combination of the foregoing, shall survive confirmation of the Plan, remain unaffected thereby, and not be discharged irrespective of whether indemnification, defense, reimbursement or limitation is owed in connection with an event occurring before, on or after the Commencement Date.

Section 8.03. Compensation and Benefit Programs. Except as provided in Section 8.01(a) of the Plan, all savings plans, retirement plans or benefits, health care plans, performance-based incentive plans, workers' compensation programs and life, disability, directors and officers liability and other insurance plans, to the extent such plans, programs, and insurance exist and a Debtor is obligated thereunder, shall be treated as executory contracts under the Plan and shall, on the Effective Date, be deemed assumed by such Debtor, in accordance with sections 365(a) and 1123(b)(2) of the Bankruptcy Code.

Section 8.04. Franchise Agreements and Counterparties.

(a) No Assumption or Rejection. Franchise Agreements are deemed under the Plan to be neither assumed nor rejected under the Plan by virtue of section 365(c) of the Bankruptcy Code and other applicable non-bankruptcy law.

(b) Franchise Operation Before Effective Date. Prior to the Effective Date, (i) the Automatic Stay shall continue to apply to all Franchisors and with respect to all Franchise Agreements, (ii) the Debtors' payments to Franchisors under the Franchise Agreements shall continue as set forth in any applicable cash collateral or adequate protection order concerning such agreements between the Confirmation Date and the Effective Date, and (iii) the Debtors shall continue to perform their obligations under the Franchise Agreements.

(c) Treatment on Effective Date: Sold Hotels. The treatment of any Franchise Agreement which applies to a hotel which is the subject of any Final Order of the Bankruptcy Court entered subsequent to the Confirmation Order which approves the sale of such hotel shall be specified in such Final Order.

(d) Treatment on Effective Date: Retained Hotels. Upon the Effective Date, with respect to any property which has not been sold and is subject to a Franchise Agreement which has not been previously assumed or rejected, the Debtors shall assume the Franchise Agreement.

ARTICLE IX. – MEANS OF PLAN IMPLEMENTATION

Section 9.01. Employment, Retirement, Indemnification and Other Agreements. To the extent that any Debtor has in place as of the Effective Date employment, retirement, indemnification, and other agreements with its respective active directors, officers, and employees who will continue in such capacities (or similar capacities) after the Effective Date, or retirement income plans, welfare benefit plans, and other plans for such Persons, such agreements, programs, and plans shall remain in place after the Effective Date, and 28

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 89 of 252 such Reorganized Debtor shall continue to honor such agreements, programs, and plans; provided however, that as of the Effective Date, with Bankruptcy Court approval, any such Reorganized Debtor shall have the authority to terminate, amend, or enter into employment, retirement, indemnification, and other agreements with their respective active directors, officers, and employees and to terminate, amend, or implement retirement income plans, welfare benefit plans, and other plans for active employees.

Section 9.02. Conforming Governance Document Amendments. The charter, certificate of incorporation, certificate of limited partnership, articles of organization, trust declaration, partnership agreement, operating agreement, or bylaws of any Reorganized Debtor shall be amended as may be required in order that they are consistent with the provisions of the Plan and the Bankruptcy Code.

Section 9.03. Exclusivity Period. The Debtor shall retain the exclusive right to amend or modify the Plan, and to solicit acceptances of any amendments to or modifications of the Plan, if required by law, through and until the Effective Date.

Section 9.04. Means for Making Plan Payments. As more fully set forth in the Disclosure Statement filed in conjunction with the Plan, each Debtor shall fund Plan payments as follows:

(a) Prior to the Effective Date and as set forth in the Disclosure Statement, payments set forth in this Plan shall be funded through (a) money generated through operation of their income-generating assets, (b) sale of assets pursuant to, inter alia, section 363(b) of the Bankruptcy Code, (c) the Post-Appeal Sale, and/or (d) the Refinancing of existing debt.

(b) Upon the Effective Date, all remaining Allowed Claims shall be paid in full plus any applicable interest in a lump sum from the funds generated pursuant to Section 9.04(a) in amount of the Payoff Sum.

(c) The Post-Appeal Sale shall occur when the litigation challenges brought against the Debtors and their Estates have ended and prospective asset purchasers are thus able to borrow funds as necessary to make bids on and close a sale of such assets or close a Refinancing with title insurance acceptable to such purchasers and/or lenders, as applicable. Section 13.01 hereof sets forth those conditions to sale, principally, entry of a Final Order on the Confirmation Order, the Dismissal Denial Order, the Stay Relief Denial Order, and the ROFR Rejection Order. The Plan provides 270 days (or such additional time as the Bankruptcy Court may grant to facilitate the Post-Appeal Sale or the Refinancing) from satisfaction of the Section 13.01 conditions as a period for the Debtors to sell or refinance assets sufficient to satisfy the Claims ultimately Allowed against the Estates. The proceeds from such Post-Appeal Sale or Refinancing will then be distributed to pay Allowed Claims in a lump sum by the Disbursing Agent as set forth in this Plan on the Effective Date.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 90 of 252 (d) After payment of the Payoff Sum, remaining assets may (at the discretion of the Reorganized Debtors) be distributed to the holders of the respective Equity Interests and ultimately to the Trust as holder of the Equity Interests of holders of such subsidiary Equity Interests and then distributed by the Trust to such additional trusts or entities as the Successor Trustees of the Trust deem appropriate without further notice, hearing or approval of the Bankruptcy Court.

Section 9.05. Substantive Consolidation. This Plan is a single, joint plan on behalf of all the Debtors jointly-administered under the captioned bankruptcy case number. However, the Debtors reserve the right to submit the Plan as one for which the Debtors are consolidated for purposes of voting and confirmation but shall operate following the Effective Date as separate corporate entities. The Debtors further reserve the right to seek an order of the Bankruptcy Court substantively consolidating the estates, assets and liabilities of all or any combination of the Debtors which are jointly-administered under the captioned bankruptcy case number.

ARTICLE X. - RETAINED CAUSES OF ACTION

Section 10.01. Preservation of Causes of Action. In accordance with section 1123(b)(3) of the Bankruptcy Code, each Reorganized Debtor shall retain and may (but is not required to) enforce (a) all Avoidance Claims, (b) all claims that were the subject of an adversary proceeding brought by such Debtor prior to the Confirmation Hearing, (c) all Caus es of Action set forth on Exhibit A to the Plan, which constitutes a nonexclusive list of Causes of Action, and (d) all claim objections and counterclaims such Debtor may have with respect to such disputed claims pursuant to 28 U.S.C. § 157(b)(C). No Debtor or Reorganized Debtor shall be required to pursue any Causes of Action against parties; instead, the decision on such pursuit shall be left to the business judgment of the post-confirmation management of each Debtor.

ARTICLE XI.. – ACCEPTANCE OF THE PLAN

Section 11.01. Deemed Acceptance. All Classes are unimpaired pursuant to section 1124 of the Bankruptcy Code and are thus deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy. As a result, no voting to accept or reject the Plan shall be solicited or tabulated.

ARTICLE XII. - EFFECT OF CONFIRMATION OF PLAN

Section 12.01. Term of Bankruptcy Injunction or Stays. Unless otherwise provided, all injunctions or stays provided for in the Chapter 11 Case under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date, including without limitation, the Injunction granted in Adversary No. 16-06062 in the Bankruptcy Court. On the Effective Date, the Debtors shall have the right to direct SFI Belmont or its assignee or designee to substitute as counter-claimant in Case No. 7480-VCL in the Delaware Chancery Court for any Debtors joined in that capacity . If such substitution does not occur, the Debtors shall be authorized (but not required) to dismiss such counterclaims with prejudice and neither SFI Belmont nor

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 91 of 252 any assignee of its Claims shall be entitled to seek recourse or assert any reduction in the credit to be applied to such Claims on account of such SFI Belmont Secured Claims arising from those causes of action and proceeds from the Preferred Equity Interests in Atrium Hotels, L.P.

Section 12.02. Revesting of Assets.

(a) On the Effective Date, except as otherwise provided for in the Plan, the property of the estate of each Debtor shall vest in the Reorganized Debtor for such Debtor.

(b) From and after the Effective Date, each Reorganized Debtor may operate its business, and may use, acquire and dispose of property free of any restrictions imposed under the Bankruptcy Code.

(c) As of the Effective Date, all property of each Reorganized Debtor shall be free and clear of all liens, claims and interests of holders of Claims and Equity Interests, except as otherwise provided in the Plan.

Section 12.03. Discharge of Debtors. As of the Effective Date, and except as otherwise set forth in the Plan and the Confirmation Order, each Debtor shall be deemed to have obtained a discharge of its debts to the fullest extent provided for in section 1141(d) of the Bankruptcy Code. Upon effectiveness of any such discharge, the Reorganized Debtors shall be entitled to make demand upon any party-in-interest to dismiss any action or proceeding against the Debtors or Reorganized Debtors which is based on a Claim discharged by the Plan and, except as otherwise set forth in the Plan or Confirmation Order.

Section 12.04. Injunction. Except as otherwise expressly provided in the Plan or the Confirmation Order, all entities who have held, hold or may hold Claims against the Debtor, and who filed a proof of claim or could have filed a proof of claim, are permanently enjoined to the full extent permitted by section 524 of the Bankruptcy Code, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against such Debtor with respect to any such Claim, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against such Debtor on account of any such Claim, (c) creating, perfecting or enforcing any encumbrance of any kind against such Debtor or against the property or interests in property of such Debtor on account of any such Claim, (d) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from such Debtor or against the property or interests in property of such Debtor on account of any such Claim and (e) commencing or continuing in any manner any action or other proceeding of any kind with respect to any claims and causes of action which are extinguished, dismissed or released pursuant to the Plan. Such injunction shall extend to successors of each Debtor, including, without limitation, each Reorganized Debtor, and their respective properties and interests in property.

Section 12.05. Exculpated Parties. The Exculpated Parties shall not have or incur any liability to any Person for any Claims or Causes of Action arising on or after the Petition

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 92 of 252 Date and prior to or on the Effective Date for any act or omission with respect to formulating, negotiating, disseminating, soliciting, confirming, implementing, or administering the terms of the Plan, the Disclosure Statement, or any document, pleading or order with respect thereto unless a Final Order finds that such liability arises from gross negligence or willful misconduct by such Exculpated Party without reliance on counsel unless the liability is expressly preserved as a Cause of Action under the terms of the Plan.

ARTICLE XIII. - EFFECTIVENESS OF THE PLAN

Section 13.01. Conditions Precedent to Effectiveness. The Plan shall not become effective unless and until all of the following conditions shall have been satisfied or waived in writing by the Debtors pursuant to Section 13.02 of the Plan:

(a) two hundred seventy (270) days (or such additional time as the Bankruptcy Court shall grant the Debtors for cause shown) shall have elapsed after the date on which (A) the Confirmation Order in form and substance acceptable to the Debtor becomes a Final Order, or, if later, (B) the Dismissal Denial Order becomes a Final Order; (C) the Stay Relief Denial Order becomes a Final Order, or (D) the ROFR Rejection Order becomes a Final Order; and

(b) proceeds from operations and a Post-Appeal Sale or Refinancing of assets by the Debtors in a sum equal to or exceeding the Payoff Sum shall have been placed on deposit for payment by the Disbursing Agent to satisfy Allowed Claims; and

(c) all actions, documents, agreements, consents, regulatory approvals, necessary to implement the Plan shall have been effected or executed, including entry of a Confirmation Order and Final Order approving assumption and rejection of executory contracts and unexpired leases, both in a form and substance acceptable to the Debtors.

Section 13.02. Effect of Failure of Conditions. In the event the Effective Date has not occurred on the fifth anniversary of the Confirmation Date or (if earlier, all assets of the Debtors have been sold and the Debtors do not then possess the Payoff Sum), then the Plan shall become null and void in all respects, (a) the Confirmation Order shall be vacated, (b) no further distributions shall be made under the Plan, (c) nothing in the Plan shall constitute allowance of a Claim, and (d) the obligations of the Debtors on the Allowed Claims shall be remain owing, save and except for credit equal to the amount of payments made to holders of the Allowed Claims from and after the date each such Claim became an Allowed Claim and the treatment shall not proceed as contemplated by the Plan. In such circumstance, nothing contained in the Plan or Confirmation Order shall constitute or be deemed a waiver or release of any Claim or Equity Interest by or against any Debtor or any other Person or will prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 93 of 252 ARTICLE XIV. - RETENTION OF JURISDICTION

Section 14.01. Matters Retained By Bankruptcy Court After Effective Date. Between the Confirmation Date and the Effective Date, the Bankruptcy Court shall retain jurisdiction of all matters for which it possessed jurisdiction on the Confirmation Date. From and after the Effective Date, the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of, and related to, the Chapter 11 Case and the Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following purposes:

(a) To hear and determine pending applications for the assumption or rejection of executory contracts or unexpired leases, if any are pending, and the allowance of cure amounts and Claims resulting therefrom;

(b) To hear and determine any and all adversary proceedings, applications and contested matters;

(d) To enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated;

(e) To issue such orders interpreting, or in aid of execution and consummation of the Plan;

(f) To consider any amendments to or modifications of the Plan, to cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order;

(g) To hear and determine all applications for compensation and reimbursement of expenses of professionals under sections 330, 331 and 503(b) of the Bankruptcy Code;

(h) To hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan, including, without limitation, any and all disputes arising in connection with the interpretation, implementation or enforcement of the discharge and injunction provisions contained in the Plan and provided under the Bankruptcy Code;

(i) To recover all assets of the Debtor and property of the Debtor's estate, wherever located;

(j) To hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;

(k) To hear any other matter not inconsistent with the Bankruptcy Code;

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 94 of 252 (l) To consider and permit the assumption or rejection of executory contracts and unexpired leases nunc pro tunc to the Effective Date;

(m) To hear and determine any issues with respect to the Franchise Agreements and the Franchisors;

(n) To enter orders directing parties-in-interest to dismiss actions or proceedings pending against any Debtor or Reorganized Debtor in another court which is based upon a Claim which is discharged by this Plan; and

(o) To enter a final decree closing the Chapter 11 Case.

ARTICLE XV. - MISCELLANEOUS PROVISIONS

Section 15.01. Effectuating Documents and Further Transactions. On the Confirmation Date, each Debtor (and on the Effective Date, its corresponding Reorganized Debtor) and their respective representatives are authorized to execute, deliver, file or record such contracts, instruments, releases, indentures and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Secretary or Assistant Secretary of each Debtor shall be authorized to certify or attest to any of the foregoing actions.

Section 15.02. Corporate Action. On the Effective Date, all matters provided for under the Plan that would otherwise require approval of the stockholders, directors, partners, trustees, members, managers, or independent directors or managers of one or more of the Debtors or the Reorganized Debtors shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to the applicable general corporation law, general and limited partnership law, trust law, and limited liability company law of the states in which the Debtors and the Reorganized Debtors are incorporated or organized, without any requirement of further action by such representatives of such Debtors or Reorganized Debtors or order of the Bankruptcy Court.

Section 15.03. Exemption from Transfer Taxes. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of notes or equity securities under the Plan, the creation of any mortgage, deed of trust or other security interest or lien, the making or assignment of any lease or sublease, or the making or delivery of any deed, bill of sale, or other instrument of transfer under, in furtherance of, or in connection with the Plan, including, without limitation, any deeds, bills of sale or assignments executed in connection with any of the transactions contemplated under the Plan after the Confirmation Date, shall not be subject to any stamp, real estate transfer, mortgage recording or other similar tax. All sale transactions consummated by any Debtor and approved by the Bankruptcy Court on and after the Confirmation Date through and including the Effective Date, and the assumption, assignment and sale by any Debtor of unexpired leases of non-residential real property pursuant to section 365(a) of the Bankruptcy Code, shall be deemed to have been made under, in furtherance of, or in connection with the Plan and, thus, shall not be subject to any stamp, real estate transfer, mortgage recording or other similar tax.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 95 of 252 Section 15.04. Post-Effective Date Fees and Expenses. From and after the Effective Date, each Reorganized Debtor shall, in the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, pay the reasonable fees and expenses of professional persons thereafter incurred by such Reorganized Debtor, including, without limitation, those fees and expenses incurred by its Debtor in connection with the implementation and consummation of the Plan.

Section 15.05. Monthly Operating Reports and Payment of Statutory Fees.

(a) From and after the Confirmation Date and until the Effective Date, all monthly operating reports shall continue to be filed in a form acceptable to the United States Trustee and quarterly fees owing to the United States Trustee shall be paid by each Debtor in the ordinary course of these Bankruptcy Cases.

(b) Upon the Effective Date, as required by section 1129(a)(12) of the Bankruptcy Code, all quarterly fees owing to the United States Trustee shall be paid by each Debtor and the payment of quarterly fees shall be made until the Chapter 11 Case is closed by order of the Bankruptcy Court.

(c) Each Debtor, or its Reorganized Debtor, shall be responsible for timely payment of fees incurred pursuant to 28 U.S.C. § 1930(a)(6).

(d) After entry of the Confirmation Order, each Debtor, or its Reorganized Debtor, shall submit to the United States Trustee a statement of all disbursements made during the course of each calendar quarter, whether or not pursuant to the Plan.

Section 15.06. Amendment or Modification of the Plan; Revocation.

(a) Amendments / Modifications Before the Confirmation Date. Alterations, amendments or modifications of or to the Plan may be proposed in writing by any Debtor at any time prior to the Confirmation Date, provided that the Plan as altered, amended or modified, satisfies the conditions of sections 1122 and 1123 of the Bankruptcy Code, and such Debtor shall have complied with section 1125 of the Bankruptcy Code.

(b) Amendments / Modifications After Confirmation Date. The Plan may be altered, amended or modified at any time after the Confirmation Date and before Substantial Consummation. A holder of a Claim or Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan, as so altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Equity Interest of such holder.

(c) Withdrawal of the Plan prior to the Confirmation Date. Any Debtor may withdraw the Plan prior to the Confirmation Date and, if applicable, to file subsequent chapter 11 plans or to amend this Plan to reflect such withdrawal or amendment. Upon such withdrawal, the Plan shall become null and void.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 96 of 252 Section 15.07. Multiple Plans. To the extent that confirmation of the Plan is considered in conjunction with confirmation of one or more plans filed by other parties in interest, the Debtors request that the Bankruptcy Court confirm the Plan pursuant to section 1129(c) of the Bankruptcy Code after considering the preferences of creditors and holders of Equity Interests. By this request, no Debtor waives any rights of such Debtor to the exclusive right to file a Plan or seek acceptances thereof.

Section 15.08. Severability. In the event that the Bankruptcy Court determines, prior to the Confirmation Date, that any provision in the Plan is invalid, void or unenforceable, such provision shall be invalid, void or unenforceable with respect to the holder or holders of such Claims or Equity Interests as to which the provision is determined to be invalid, void or unenforceable. The invalidity, voidness or unenforceability of any such provision shall in no way limit or affect the enforceability and operative effect of any other provision of the Plan or as to any other Claim or Equity Interest.

Section 15.09. Binding Effect. The Plan shall be binding upon and inure to the benefit of each Debtor, the holders of Claims and Equity Interests, and their respective successors and assigns, including, without limitation, each Reorganized Debtor. Holders of Claims shall be so bound to the maximum extent allowed by applicable law regardless of whether such holder will receive or retain any property under the Plan, has filed a proof of claim in the Chapter 11 Case, was not permitted to vote to accept or reject the Plan.

Section 15.10. Notices. All notices, requests and demands to or upon all Debtors or, on and after the Effective Date, all Reorganized Debtors, to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

If to the Debtor: c/o Greggory Groves Senior Vice President and General Counsel John Q. Hammons Hotels & Resorts 300 John Q. Hammons Parkway, Suite 900 Springfield, Missouri 65806 Tel: (417) 873-3586 Fax: (417) 873-3503

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 97 of 252 With a copy to: Mark A. Shaiken Mark S. Carder Nicholas J. Zluticky Stinson Leonard Street LLP 1201 Walnut, Suite 2900 Kansas City, Missouri 64106 Tel – 816-842-8600 Fax – 816-691-3495

Bruce A. Strauss Merrick Baker & Strauss, P.C. 1044 Main Street, Suite 500 Kansas City, MO 64105 Tel – 816-221-8855 Fax – 816-221-7886

Section 15.11. Governing Law. Except to the extent the Bankruptcy Code, Bankruptcy Rules or other federal law is applicable, or to the extent an exhibit to the Plan or the documents to be executed pursuant thereto provide otherwise, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Kansas, without giving effect to the principles of conflicts of law of such jurisdiction.

Section 15.12. Withholding and Reporting Requirements. In connection with the consummation of the Plan, each Debtor or its Reorganized Debtor, as the case may be, shall be entitled to undertake all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority and all distributions hereunder and, in such instance, shall be subject to any such withholding and reporting requirements.

Section 15.13. Tax Determinations. The Debtors are hereby authorized to request expedited determination of any tax liability of the Debtors or Reorganized Debtors for all taxable periods ending on or after the Petition Date to the Effective Date pursuant to section 505(b) of the Bankruptcy Code.

Section 15.14. Section 502(d) Disallowance. Nothing contained herein shall be construed as a waiver of any Debtor's right to treat a Claim as disallowed under section 502(d) of the Bankruptcy Code.

Section 15.15. Allocation of Plan Distributions Between Principal and Interest. To the extent that any Allowed Claim entitled to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall, for federal income tax purposes, be allocated to the interest amount of the Claim first and then to the principal amount of the Claim.

Section 15.16. Headings. Headings are used in the Plan for convenience and reference only, and shall not constitute a part of the Plan for any other purpose.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 98 of 252 Section 15.17. Exhibits/Schedules. All exhibits the Plan are incorporated into and are a part of the Plan as if set forth in full herein.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 99 of 252 Dated: Kansas City, Kansas December 20, 2017

The Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Successor Co-Trustee

ACLOST, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Bricktown Residence Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Chateau Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Chateau Lake, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 100 of 252 City Centre Hotel Corporation

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Civic Center Redevelopment Corp.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Concord Hotel Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Concord Golf Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

East Peoria Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Franklin/Crescent Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 101 of 252 Fort Smith Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Glendale Coyotes Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Glendale Coyotes Hotel Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hammons, Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hammons of Arkansas, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 102 of 252 Hammons of Colorado, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

Hammons of Franklin, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Frisco, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Huntsville, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Lincoln, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 103 of 252 Hammons of New Mexico, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Oklahoma City, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Richardson, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of Rogers, Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hammons of Sioux Falls, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hammons of South Carolina, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 104 of 252 Hammons of Tulsa, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Hampton Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hot Springs Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Hunstville Catering, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

International Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 105 of 252 John Q. Hammons Center, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

John Q. Hammons Hotels Management I Corporation

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

John Q. Hammons 2015 Loan Holdings, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

John Q. Hammons Fall 2006, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 106 of 252 John Q. Hammons Hotels Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

John Q. Hammons Hotels Management II LP

Debtor and Debtor-in-Possession

John Q. Hammons Hotels Management I Corporation, Its General Partner

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

John Q. Hammons Hotels Management, LLC

Debtor and Debtor-in-Possession

John Q. Hammons Hotels Management I Corporation, General Partner of John Q. Hammons Hotels Management II LP, Its Sole Member

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Joplin Residence Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 107 of 252 JQH-Allen Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Concord Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-East Peoria Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Ft. Smith Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Glendale, AZ Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 108 of 252 JQH-Kansas City Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-La Vista Conference Center Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-La Vista III Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-La Vista CY Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 109 of 252 JQH-Lake of the Ozarks Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Murfreesboro Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Normal Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Norman Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-Oklahoma City Bricktown Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 110 of 252 JQH-Olathe Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Pleasant Grove Development, LLC

Debtor and Debtor-in-Possession

Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, Its Sole Member and Manager

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: Co-Successor Trustee

JQH-Rogers Convention Center Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

JQH-San Marcos Development, LLC

Debtor and Debtor-in-Possession

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 111 of 252 Junction City Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

KC Residence Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

La Vista CY Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

La Vista ES Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Lincoln P Street Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Loveland Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 112 of 252 Manzano Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Murfreesboro Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Normal Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

OKC Courtyard Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

R-2 Operating Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 113 of 252 Richardson Hammons, L.P.

Debtor and Debtor-in-Possession

Hammons of Richardson, LLC, Its General Partner

By: /s/ Greggory Groves Greggory Groves Its: Vice President

Rogers ES Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

SGF-Courtyard Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Sioux Falls Convention/Arena Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

St. Charles Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 114 of 252 Tulsa/169 Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

U.P. Catering Co., Inc.

Debtor and Debtor-in-Possession

By: /s/ Jacqueline A. Dowdy Jacqueline A. Dowdy Its: President

STINSON LEONARD STREET LLP MERRICK BAKER & STRAUSS, P.C.

ATTORNEYS FOR DEBTORS ATTORNEYS FOR DEBTORS

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 115 of 252 EXHIBIT A – RETAINED CAUSES OF ACTION

The following Causes of Action are hereby expressly retained by the Debtors and Reorganized Debtors and entry of the Confirmation Order shall in no way be construed as an adjudication of any of the Causes of Action under any theory or doctrine including but limited to res judicata, preclusion, and/or collateral estoppel. Entry of the Confirmation Order shall not be construed as a waiver or the relinquishment of any rights or Causes of Action that the Debtors or the Reorganized Debtors may have. The Causes of Action are hereby delineated as follows:

1. Any adversary proceeding pending at the time of the entry of the Confirmation Order, including Adversary No. 16-06062.

2. Any Avoidance Action including but not limited to the transfers identified by the Debtor in the Schedules.

3. Any objection to any Claim asserted or to be asserted by any party-in-interest including all defenses (legal and equitable) to such Claim, rights of offset or recoupment with respect to such Claim, and counterclaims with respect to such Claim.

4. Any defense (legal, equitable or otherwise), counterclaim, demurrer, crossclaim, or argument a Debtor or a Reorganized Debtor may have and/or may assert in any civil or criminal proceeding pending or that may be brought hereafter.

5. Any Cause of Action, litigation or threatened litigation identified in any schedule hereto or filed by any Debtor with the Bankruptcy Court or in the Schedules.

6. Any litigation any Debtor or a Reorganized Debtor deem appropriate to protect any asset listed in the Schedules, and/or administered, identified, or revealed in the Chapter 11 Case.

7. Any Cause of Action any Debtor or Reorganized Debtor may have or which they may choose to assert on behalf of an Estate under any provision of the Bankruptcy Code or any applicable nonbankruptcy law including, without limitation, (a) any and all Claims against any Person or entity, to the extent such Person or entity asserts a crossclaim, counterclaim, and/or Claim for setoff which seeks affirmative relief against any Debtor or Reorganized Debtor, their officers, directors, or representatives, (b) the turnover of any property of any Debtor, Reorganized Debtor or Estate; and (c) Causes of Action against current or former directors, officers, professionals, agents, financial advisors, underwriters, lenders, or auditors relating to acts or omissions occurring prior to the Commencement Date.

8. Causes of Action against JDH and any Person who assisted JDH in interfering with the relationship between lenders or participants of lenders and their prospective borrowers with respect to financing the purchase of assets of any Debtor during the pendency of the Chapter 11 Case.

9. Any matter for which the Bankruptcy Court shall retain jurisdiction as set forth the in the Plan.

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 116 of 252 APPENDIX 2

CLAIMS SUMMARY

The following Classes of Claims are pending against the bankruptcy estates as set forth below. Claims which are now or will be subject to objection to allowance are described below as Disputed Claims. Claims erroneously filed by category have been placed in their property category rather than treated as Disputed Claims, although an objection will be filed if necessary for such correction. The Debtors believe that many of the Claims below have been paid or represent duplicate Claims and the Debtors reserve the right to revise the figures after further analysis.

Administrative Expenses

The Claims of professionals and advisors are generally being paid as they come due pursuant to orders of the Bankruptcy Court. The only material Claim expected to become due that is not paid in the ordinary course is the final fee of UBS. It is subject to payment on the Effective Date, but the amount of such Claim is not yet known.

A total sum of $143,375.51 of Administrative Expense Claims was properly filed.

Priority Claims & Taxes

A total sum of $2,167,517.59 of Priority Claims and unsecured Priority Tax Claims was properly filed.

Post-Petition Payables

All undisputed post-petition payables incurred by the Debtors which are due as of the date of the Disclosure Statement have been paid.

Secured Tax Claims

A total sum of $967,476.62 of Secured Tax Claims was properly filed. The Debtors believe much of these Claims represent post-petition claims filed for protection or notice.

Cure Claims

While the Debtors intend to assume various executory contracts and unexpired leases, the Debtors do not believe there are monetary defaults associated with these agreements which will result in Cure Claims.

Secured Claims

Each Secured Claim is individually addressed in Article IV of the Plan. The Debtors believe the total of such Claims is $960,069,253.07.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 117 of 252 General Non-Priority Unsecured Vendor Claims

The analysis of the Debtors indicates that $27,335,565.00 is the likely amount of General Non- Priority Vendor Claims that will be Allowed. This includes $1,681,425 of such Claims that are contingent, primarily in the form of surety bonds on Claims that will be paid under the Plan and therefore not result in an Allowed Claim for such bonds. The analysis excludes $51,164,368 in Claims that are contingent and disputed, consisting of tort claims and $47,790,783 of Claims filed on behalf of the Estate of Juanita Hammons.

JDH Contract Claims

All JDH Contract Claims are disputed, contingent and unliquidated and represent Disputed Claims not subject to payment.

Guaranty Claims

The Allowed Claims against Debtors which are guaranteed by other Debtors (principally, the Trust) will be paid in full on behalf of the Debtor primarily liable on the Claim. No additional amount will be paid on account of the Guaranty Claim. Those Guaranty Claims arising from debts owed by non-Debtors which are guaranteed by a Debtor (principally, the Trust) represent contingent and unliquidated Claims subject to estimation pursuant to section 502(c) of the Bankruptcy Code. The Debtors believe that approximately $10,000,000 is likely to be estimated as Allowed Claims on such Guaranty Claims as a result of the estimation process.

DISPUTED CLAIMS AGAINST THE ESTATES

Secured Claims

Various Secured Claims assert rights to post-petition rates of interest such as default rates of interest and seek yield maintenance or other forms of unmatured interest or sums not otherwise properly Allowed against the Debtors as well as unreasonable sums for expenses and attorneys' fees under section 506(b) of the Bankruptcy Code. The Debtors intend to object to allowance of such sums; however, the Debtors treat those sums as Allowed for purposes of the illustration of the Debtors' financial situation and projections in this Disclosure Statement.

JDH Contract Claims

The principal Disputed Claims in material amount are the JDH Contract Claims, filed in each case in the sums of $587,600,000.00 and $565,300,000.00. These are subject to the estimation process ordered by the Bankruptcy Court and presently are Allowed in the amount of zero. The Debtors do not believe that any amount of these Claims is subject to allowance. However, the Debtors discuss varying levels of ultimate allowance for purposes of illustration of the Debtors' financial situation and projections in this Disclosure Statement.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 118 of 252 Guaranty Claims

All Guaranty Claims based on a Claim against a Debtor are Disputed Claims because the holder of such Claims will be paid in full on the underlying Claim and is entitled to a single satisfaction. As noted above, the Debtors expect that a sum of approximately $10,000,000 will be estimated as Allowed on Guaranty Claims relating to debts owed by non-Debtors by reason of deficiencies remaining after deduction of the collateral securing the underlying Claims.

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 119 of 252 APPENDIX 3

Financial Statements For Non-Hotel Debtors

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 120 of 252

PAGE- 1 GLBAL1-81301 SAN MARCOS ES CATERING CO, INC PAGE- 5 18:02:49 11/07/17 SAN MARCOS, TEXAS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 7,019.09 CASH- MAIN DISBURSING 4,400.79 TOTAL AVAILABLE CASH 11,419.88 OTHER CASH CASH IN BANK (D.B.A. IMPREST) 45,000.00 TOTAL OTHER CASH 45,000.00 TOTAL CASH 56,419.88

INVENTORIES BEVERAGE 12,497.00 TOTAL INVENTORIES 12,497.00

TOTAL CURRENT ASSETS 68,916.88

TOTAL ASSETS 68,916.88

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 6,680.69CR TOTAL MISC. LIABILITIES 6,680.69CR

PAYROLL TAXES USE TAX PAYABLE 6.56CR SALES TAX PAYABLE-REST 6.14 EXCISE TAX 3,866.59CR FB LOCAL 3 4,778.90CR INCOME TAXES PAYABLE-STATE 2,763.65CR TOTAL PAYROLL TAXES 11,409.56CR

TOTAL CURRENT LIABILITIES 18,090.25CR

TOTAL LIABILITIES 18,090.25CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 50,826.63CR TOTAL INTER COMPANY 50,826.63CR

TOTAL LIABILITIES & CAPITAL 68,916.88CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 121 of 252

PAGE- 2 GLBAL1-81301 SAN MARCOS ES CATERING CO, INC PAGE- 6 18:02:49 11/07/17 SAN MARCOS, TEXAS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 122 of 252

PAGE- 1 GLBAL1-81302 R-2 OPERATING COMPANY PAGE- 13 18:02:49 11/07/17 NORMAN, OKLAHOMA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 2,195.58 CASH- MAIN DISBURSING 2,735.03 TOTAL AVAILABLE CASH 4,930.61 TOTAL CASH 4,930.61

INVENTORIES FOOD 19,891.00 BEVERAGE 12,980.00 TOTAL INVENTORIES 32,871.00

TOTAL CURRENT ASSETS 37,801.61

TOTAL ASSETS 37,801.61

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 83,720.62CR MISCELLANEOUS 19,193.07CR TOTAL MISC. LIABILITIES 102,913.69CR

PAYROLL TAXES USE TAX PAYABLE 141.22CR SALES TAX PAYABLE-REST 60,576.57CR TOTAL PAYROLL TAXES 60,717.79CR

TOTAL CURRENT LIABILITIES 163,631.48CR

TOTAL LIABILITIES 163,631.48CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 125,829.87 TOTAL INTER COMPANY 125,829.87

TOTAL LIABILITIES & CAPITAL 37,801.61CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 123 of 252

PAGE- 2 GLBAL1-81302 R-2 OPERATING COMPANY PAGE- 14 18:02:49 11/07/17 NORMAN, OKLAHOMA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 124 of 252

PAGE- 1 GLBAL1-81306 MURFREESBORO CATERING CO., INC PAGE- 21 18:02:49 11/07/17 MURFREESBORO, TENNESSEE BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 561,268.97 CASH- MAIN DISBURSING 4,458.27 TOTAL AVAILABLE CASH 565,727.24 TOTAL CASH 565,727.24

INVENTORIES FOOD 27,816.00 BEVERAGE 9,285.00 TOTAL INVENTORIES 37,101.00

TOTAL CURRENT ASSETS 602,828.24

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 7,981.00 TOTAL DUE FROM AFFILIATED COS 7,981.00

TOTAL ASSETS 610,809.24

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 155,608.25CR MISCELLANEOUS 29,761.23CR TOTAL MISC. LIABILITIES 185,369.48CR

PAYROLL TAXES USE TAX PAYABLE 245.67CR SALES TAX PAYABLE-REST 89,740.26CR TOTAL PAYROLL TAXES 89,985.93CR

TOTAL CURRENT LIABILITIES 275,355.41CR

TOTAL LIABILITIES 275,355.41CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 335,453.83CR TOTAL INTER COMPANY 335,453.83CR

TOTAL LIABILITIES & CAPITAL 610,809.24CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 125 of 252

PAGE- 2 GLBAL1-81306 MURFREESBORO CATERING CO., INC PAGE- 22 18:02:49 11/07/17 MURFREESBORO, TENNESSEE BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 126 of 252

PAGE- 1 GLBAL1-81307 LOVELAND CATERING CO, INC PAGE- 29 18:02:49 11/07/17 LOVELAND, COLORADO BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,134.82 CASH- MAIN DISBURSING 6,363.02 TOTAL AVAILABLE CASH 7,497.84 TOTAL CASH 7,497.84

INVENTORIES FOOD 28,516.00 BEVERAGE 17,691.00 TOTAL INVENTORIES 46,207.00

TOTAL CURRENT ASSETS 53,704.84

TOTAL ASSETS 53,704.84

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 130,073.62CR MISCELLANEOUS 10,062.43CR TOTAL MISC. LIABILITIES 140,136.05CR

PAYROLL TAXES USE TAX PAYABLE 668.18CR SALES TAX PAYABLE-REST 9,229.49CR TOTAL PAYROLL TAXES 9,897.67CR

TOTAL CURRENT LIABILITIES 150,033.72CR

TOTAL LIABILITIES 150,033.72CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 96,328.88 TOTAL INTER COMPANY 96,328.88

TOTAL LIABILITIES & CAPITAL 53,704.84CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 127 of 252

PAGE- 2 GLBAL1-81307 LOVELAND CATERING CO, INC PAGE- 30 18:02:49 11/07/17 LOVELAND, COLORADO BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 128 of 252

PAGE- 1 GLBAL1-81310 LAVISTA CY CATERING CO., INC. PAGE- 37 18:02:49 11/07/17 LAVISTA, NEBRASKA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,571.27 CASH- MAIN DISBURSING 5,368.73 TOTAL AVAILABLE CASH 6,940.00 TOTAL CASH 6,940.00

INVENTORIES FOOD 6,507.00 BEVERAGE 4,782.00 TOTAL INVENTORIES 11,289.00

TOTAL CURRENT ASSETS 18,229.00

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 31,878.63CR TOTAL DUE FROM AFFILIATED COS 31,878.63CR

TOTAL ASSETS 13,649.63CR

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 12,941.72CR TOTAL MISC. LIABILITIES 12,941.72CR

PAYROLL TAXES SALES TAX PAYABLE-REST 2,919.54CR TOTAL PAYROLL TAXES 2,919.54CR

TOTAL CURRENT LIABILITIES 15,861.26CR

TOTAL LIABILITIES 15,861.26CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 29,510.89 TOTAL INTER COMPANY 29,510.89

TOTAL LIABILITIES & CAPITAL 13,649.63

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 129 of 252

PAGE- 2 GLBAL1-81310 LAVISTA CY CATERING CO., INC. PAGE- 38 18:02:49 11/07/17 LAVISTA, NEBRASKA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 130 of 252

PAGE- 1 GLBAL1-81313 ALLEN CY CATERING CO., INC. PAGE- 49 18:02:49 11/07/17 ALLEN, TX BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 5,776.96 CASH- MAIN DISBURSING 4,421.09 TOTAL AVAILABLE CASH 10,198.05 OTHER CASH CASH IN BANK (D.B.A. IMPREST) 30,000.00 TOTAL OTHER CASH 30,000.00 TOTAL CASH 40,198.05

INVENTORIES BEVERAGE 8,556.00 TOTAL INVENTORIES 8,556.00

TOTAL CURRENT ASSETS 48,754.05

TOTAL ASSETS 48,754.05

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 1,201.92CR TOTAL MISC. LIABILITIES 1,201.92CR

PAYROLL TAXES EXCISE TAX 1,606.68CR FB LOCAL 3 2,006.82CR INCOME TAXES PAYABLE-STATE 956.58CR TOTAL PAYROLL TAXES 4,570.08CR

TOTAL CURRENT LIABILITIES 5,772.00CR

TOTAL LIABILITIES 5,772.00CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 42,982.05CR TOTAL INTER COMPANY 42,982.05CR

TOTAL LIABILITIES & CAPITAL 48,754.05CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 131 of 252

PAGE- 2 GLBAL1-81313 ALLEN CY CATERING CO., INC. PAGE- 50 18:02:49 11/07/17 ALLEN, TX BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 132 of 252

PAGE- 1 GLBAL1-81706 HAMPTON CATERING CO., INC. PAGE- 167 18:02:49 11/07/17 HAMPTON, VA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 15,822.79 CASH- MAIN DISBURSING 7,604.99 TOTAL AVAILABLE CASH 23,427.78 TOTAL CASH 23,427.78

INVENTORIES FOOD 8,884.00 BEVERAGE 12,151.00 TOTAL INVENTORIES 21,035.00

TOTAL CURRENT ASSETS 44,462.78

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 1,482.50 TOTAL DUE FROM AFFILIATED COS 1,482.50

TOTAL ASSETS 45,945.28

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 23,274.57CR MISCELLANEOUS 6,975.87CR TOTAL MISC. LIABILITIES 30,250.44CR

PAYROLL TAXES USE TAX PAYABLE 3.39CR SALES TAX PAYABLE-REST 7,697.10CR TOTAL PAYROLL TAXES 7,700.49CR

TOTAL CURRENT LIABILITIES 37,950.93CR

TOTAL LIABILITIES 37,950.93CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 7,994.35CR TOTAL INTER COMPANY 7,994.35CR

TOTAL LIABILITIES & CAPITAL 45,945.28CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 133 of 252

PAGE- 2 GLBAL1-81706 HAMPTON CATERING CO., INC. PAGE- 168 18:02:49 11/07/17 HAMPTON, VA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 134 of 252

PAGE- 1 GLBAL1-81707 U.P. CATERING COMPANY PAGE- 177 18:02:49 11/07/17 SPRINGFIELD, MISSOURI BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 3,508.51 CASH- MAIN DISBURSING 15,465.40 TOTAL AVAILABLE CASH 18,973.91 OTHER CASH CASH ON HAND 2,000.00 TOTAL OTHER CASH 2,000.00 TOTAL CASH 20,973.91

ACCOUNTS RECEIVABLE LABOR TRANSFER RECEIVABLE 90.00 SUBTOTAL 90.00 NET RECEIVABLES 90.00

INVENTORIES FOOD 14,601.00 BEVERAGE 19,478.00 TOTAL INVENTORIES 34,079.00

TOTAL CURRENT ASSETS 55,142.91

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 100.30 TOTAL DUE FROM AFFILIATED COS 100.30

TOTAL ASSETS 55,243.21

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 80,168.54CR MISCELLANEOUS 11,533.16CR TOTAL MISC. LIABILITIES 91,701.70CR

PAYROLL TAXES USE TAX PAYABLE 407.09CR SALES TAX PAYABLE-REST 65,303.62CR TOTAL PAYROLL TAXES 65,710.71CR

TOTAL CURRENT LIABILITIES 157,412.41CR

LONG TERM DEBT NOTES PAYABLE-J.Q. HAMMONS 100,500.00CR TOTAL LONG TERM DEBT 100,500.00CR

TOTAL LIABILITIES 257,912.41CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 207,863.51 TOTAL INTER COMPANY 207,863.51

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 135 of 252

PAGE- 2 GLBAL1-81707 U.P. CATERING COMPANY PAGE- 178 18:02:49 11/07/17 SPRINGFIELD, MISSOURI BALANCE SHEET 10/31/17

CAPITAL CAPITAL STOCK 500.00CR RETAINED EARNINGS SUB-S 4,694.31CR TOTAL CAPITAL 5,194.31CR

TOTAL LIABILITIES & CAPITAL 55,243.21CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 136 of 252

PAGE- 1 GLBAL1-81709 MANZANO CATERING CO., INC. PAGE- 193 18:02:49 11/07/17 ALBUQUERQUE, NEW MEXICO BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 4,135.21 CASH- MAIN DISBURSING 4,060.08 TOTAL AVAILABLE CASH 8,195.29 TOTAL CASH 8,195.29

INVENTORIES FOOD 14,243.00 BEVERAGE 14,074.00 TOTAL INVENTORIES 28,317.00

TOTAL CURRENT ASSETS 36,512.29

TOTAL ASSETS 36,512.29

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 80,280.46CR MISCELLANEOUS 5,464.68CR TOTAL MISC. LIABILITIES 85,745.14CR

PAYROLL TAXES USE TAX PAYABLE 167.28CR SALES TAX PAYABLE-REST 31,354.58CR TOTAL PAYROLL TAXES 31,521.86CR

TOTAL CURRENT LIABILITIES 117,267.00CR

TOTAL LIABILITIES 117,267.00CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 80,754.71 TOTAL INTER COMPANY 80,754.71

TOTAL LIABILITIES & CAPITAL 36,512.29CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 137 of 252

PAGE- 2 GLBAL1-81709 MANZANO CATERING CO., INC. PAGE- 194 18:02:49 11/07/17 ALBUQUERQUE, NEW MEXICO BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 138 of 252

PAGE- 1 GLBAL1-81712 ST. CHARLES CATERING PAGE- 215 18:02:49 11/07/17 ST. CHARLES, MO BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 13,532.58 CASH- MAIN DISBURSING 583.80CR TOTAL AVAILABLE CASH 12,948.78 TOTAL CASH 12,948.78

INVENTORIES FOOD 12,992.00 BEVERAGE 7,587.00 TOTAL INVENTORIES 20,579.00

TOTAL CURRENT ASSETS 33,527.78

TOTAL ASSETS 33,527.78

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 39,534.93CR MISCELLANEOUS 17,329.93CR TOTAL MISC. LIABILITIES 56,864.86CR

PAYROLL TAXES USE TAX PAYABLE 24.09CR SALES TAX PAYABLE-REST 39,880.33CR TOTAL PAYROLL TAXES 39,904.42CR

TOTAL CURRENT LIABILITIES 96,769.28CR

TOTAL LIABILITIES 96,769.28CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 63,241.50 TOTAL INTER COMPANY 63,241.50

TOTAL LIABILITIES & CAPITAL 33,527.78CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 139 of 252

PAGE- 2 GLBAL1-81712 ST. CHARLES CATERING PAGE- 216 18:02:49 11/07/17 ST. CHARLES, MO BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 140 of 252

PAGE- 1 GLBAL1-81713 FRISCO CATERING PAGE- 223 18:02:49 11/07/17 FRISCO, TX BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,231.11 CASH- MAIN DISBURSING 6,161.19 TOTAL AVAILABLE CASH 7,392.30 TOTAL CASH 7,392.30

INVENTORIES BEVERAGE 14,347.00 TOTAL INVENTORIES 14,347.00

TOTAL CURRENT ASSETS 21,739.30

TOTAL ASSETS 21,739.30

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 3,112.57CR TOTAL MISC. LIABILITIES 3,112.57CR

PAYROLL TAXES EXCISE TAX 2,585.96CR FB LOCAL 3 3,217.96CR INCOME TAXES PAYABLE-STATE 2,053.00CR TOTAL PAYROLL TAXES 7,856.92CR

TOTAL CURRENT LIABILITIES 10,969.49CR

TOTAL LIABILITIES 10,969.49CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 10,769.81CR TOTAL INTER COMPANY 10,769.81CR

TOTAL LIABILITIES & CAPITAL 21,739.30CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 141 of 252

PAGE- 2 GLBAL1-81713 FRISCO CATERING PAGE- 224 18:02:49 11/07/17 FRISCO, TX BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 142 of 252

PAGE- 1 GLBAL1-81714 INTERNATIONAL CATERING CO. INC. PAGE- 233 18:02:49 11/07/17 NORTH CHARLESTON,SC BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 7,287.15 TOTAL AVAILABLE CASH 7,287.15 TOTAL CASH 7,287.15

TOTAL CURRENT ASSETS 7,287.15

TOTAL ASSETS 7,287.15

LIABILITIES

TOTAL CURRENT LIABILITIES .00

TOTAL LIABILITIES .00

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 7,287.15CR TOTAL INTER COMPANY 7,287.15CR

TOTAL LIABILITIES & CAPITAL 7,287.15CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 143 of 252

PAGE- 2 GLBAL1-81714 INTERNATIONAL CATERING CO. INC. PAGE- 234 18:02:49 11/07/17 NORTH CHARLESTON,SC BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 144 of 252

PAGE- 1 GLBAL1-80717 THE ARENA PARKING GARAGE PAGE- 249 18:02:49 11/07/17 OKLAHOMA CITY, OKLAHOMA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 5,338.82 CASH- MAIN DISBURSING 267,583.23CR TOTAL AVAILABLE CASH 262,244.41CR OTHER CASH CASH ON HAND 3,000.00 TOTAL OTHER CASH 3,000.00 TOTAL CASH 259,244.41CR

PREPAID EXPENSES INSURANCE 840.93CR PROPERTY INS 695.77 UMBRELLA INS 534.00 TOTAL PREPAID EXPENSES 388.84

TOTAL CURRENT ASSETS 258,855.57CR

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 243.00CR DUE FROM OTHER 513,052.68 TOTAL DUE FROM AFFILIATED COS 512,809.68

PROPERTY AND EQUIPMENT LAND-INN 452,201.00 LAND IMPROVEMENTS PARKING 150,000.00 ACCUMULATED DEP-LAND IMP 100,665.50CR BUILDINGS 6,945,593.00 ACCUMULATED DEP-BUILDINGS 793,994.10CR TOTAL FIXED ASSETS 7,547,794.00 TOTAL ACCUM DEPRECIATION 894,659.60CR NET FIXED ASSETS 6,653,134.40 TOTAL C-I-P CAPITAL .00 TOTAL C-I-P R & M .00 TOTAL PROPERTY AND EQUIPMENT 6,653,134.40

OTHER ASSETS UTILITY DEPOSIT 714.81 TOTAL OTHER ASSETS 714.81

TOTAL ASSETS 6,907,803.32

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 11,100.38CR MANAGEMENT FEES 1,163.85CR TOTAL MISC. LIABILITIES 12,264.23CR

PAYROLL TAXES USE TAX PAYABLE 420.32CR SALES TAX PAYABLE-REST 4,857.45CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 145 of 252

PAGE- 2 GLBAL1-80717 THE ARENA PARKING GARAGE PAGE- 250 18:02:49 11/07/17 OKLAHOMA CITY, OKLAHOMA BALANCE SHEET 10/31/17

TOTAL PAYROLL TAXES 5,277.77CR

ACCRUED EXPENSES UTILITIES 1,200.00CR PROPERTY TAX 43,763.12CR TOTAL ACCRUED EXPENSES 44,963.12CR

TOTAL CURRENT LIABILITIES 62,505.12CR

TOTAL LIABILITIES 62,505.12CR

CAPITAL CURRENT EARNINGS 87,163.09 EQUITY JQ HAMMONS 6,932,461.29CR TOTAL CAPITAL 6,845,298.20CR

TOTAL LIABILITIES & CAPITAL 6,907,803.32CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 146 of 252

PAGE- 1 GLBAL1-81719 SPRINGFIELD HOLIDAY EXPRESS PAGE- 257 18:02:49 11/07/17 SPRINGFIELD MISSOURI BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 2,630.05 TOTAL AVAILABLE CASH 2,630.05 TOTAL CASH 2,630.05

TOTAL CURRENT ASSETS 2,630.05

TOTAL ASSETS 2,630.05

LIABILITIES

MISC. LIABILITIES MISCELLANEOUS 72.45CR TOTAL MISC. LIABILITIES 72.45CR

PAYROLL TAXES SALES TAX PAYABLE-REST 171.37CR TOTAL PAYROLL TAXES 171.37CR

TOTAL CURRENT LIABILITIES 243.82CR

TOTAL LIABILITIES 243.82CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 2,386.23CR TOTAL INTER COMPANY 2,386.23CR

TOTAL LIABILITIES & CAPITAL 2,630.05CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 147 of 252

PAGE- 2 GLBAL1-81719 SPRINGFIELD HOLIDAY EXPRESS PAGE- 258 18:02:49 11/07/17 SPRINGFIELD MISSOURI BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 148 of 252

PAGE- 1 GLBAL1-81721 HUNTSVILLE CATERING LLC PAGE- 269 18:02:49 11/07/17 HUNTSVILLE, ALABAMA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,077,758.58CR CASH- MAIN DISBURSING 196,132.33 TOTAL AVAILABLE CASH 881,626.25CR TOTAL CASH 881,626.25CR

INVENTORIES BEVERAGE 10,657.00 TOTAL INVENTORIES 10,657.00

TOTAL CURRENT ASSETS 870,969.25CR

TOTAL ASSETS 870,969.25CR

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 4,169.89CR TOTAL MISC. LIABILITIES 4,169.89CR

PAYROLL TAXES SALES TAX PAYABLE-REST 7,253.37 EXCISE TAX 4,330.78CR FB LOCAL 3 11,434.24CR FB LOCAL 811.93CR TOTAL PAYROLL TAXES 9,323.58CR

TOTAL CURRENT LIABILITIES 13,493.47CR

TOTAL LIABILITIES 13,493.47CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 884,462.72 TOTAL INTER COMPANY 884,462.72

TOTAL LIABILITIES & CAPITAL 870,969.25

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 149 of 252

PAGE- 2 GLBAL1-81721 HUNTSVILLE CATERING LLC PAGE- 270 18:02:49 11/07/17 HUNTSVILLE, ALABAMA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 150 of 252

PAGE- 1 GLBAL1-81723 JOPLIN RESIDENCE CATERING, CO. PAGE- 279 18:02:49 11/07/17 JOPLIN, MO BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 7,427.77 TOTAL AVAILABLE CASH 7,427.77 TOTAL CASH 7,427.77

TOTAL CURRENT ASSETS 7,427.77

TOTAL ASSETS 7,427.77

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 488.17CR TOTAL MISC. LIABILITIES 488.17CR

TOTAL CURRENT LIABILITIES 488.17CR

TOTAL LIABILITIES 488.17CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 6,939.60CR TOTAL INTER COMPANY 6,939.60CR

TOTAL LIABILITIES & CAPITAL 7,427.77CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 151 of 252

PAGE- 2 GLBAL1-81723 JOPLIN RESIDENCE CATERING, CO. PAGE- 280 18:02:49 11/07/17 JOPLIN, MO BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 152 of 252

PAGE- 1 GLBAL1-81729 FT. SMITH CATERING CO., INC. PAGE- 313 18:02:49 11/07/17 FT. SMITH, ARKANSAS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,906.36 CASH- MAIN DISBURSING 1,620.29 TOTAL AVAILABLE CASH 3,526.65 TOTAL CASH 3,526.65

INVENTORIES FOOD 8,136.00 BEVERAGE 2,114.00 TOTAL INVENTORIES 10,250.00

TOTAL CURRENT ASSETS 13,776.65

TOTAL ASSETS 13,776.65

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 9,504.91CR MISCELLANEOUS 72.45 TOTAL MISC. LIABILITIES 9,432.46CR

PAYROLL TAXES USE TAX PAYABLE 35.15CR SALES TAX PAYABLE-REST 5,062.52CR TOTAL PAYROLL TAXES 5,097.67CR

TOTAL CURRENT LIABILITIES 14,530.13CR

TOTAL LIABILITIES 14,530.13CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 753.48 TOTAL INTER COMPANY 753.48

TOTAL LIABILITIES & CAPITAL 13,776.65CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 153 of 252

PAGE- 2 GLBAL1-81729 FT. SMITH CATERING CO., INC. PAGE- 314 18:02:49 11/07/17 FT. SMITH, ARKANSAS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 154 of 252

PAGE- 1 GLBAL1-81735 CONCORD HOTEL CATERING CO, INC PAGE- 335 18:02:49 11/07/17 CONCORD, NORTH CAROLINA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 412,363.25 CASH- MAIN DISBURSING 2,531.40 TOTAL AVAILABLE CASH 414,894.65 TOTAL CASH 414,894.65

INVENTORIES FOOD 11,861.00 BEVERAGE 29,444.00 TOTAL INVENTORIES 41,305.00

TOTAL CURRENT ASSETS 456,199.65

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 11,577.00 TOTAL DUE FROM AFFILIATED COS 11,577.00

TOTAL ASSETS 467,776.65

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 189,743.05CR MISCELLANEOUS 9,800.00CR TOTAL MISC. LIABILITIES 199,543.05CR

PAYROLL TAXES USE TAX PAYABLE 128.07CR SALES TAX PAYABLE-REST 59,653.79CR TOTAL PAYROLL TAXES 59,781.86CR

TOTAL CURRENT LIABILITIES 259,324.91CR

TOTAL LIABILITIES 259,324.91CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 208,451.74CR TOTAL INTER COMPANY 208,451.74CR

TOTAL LIABILITIES & CAPITAL 467,776.65CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 155 of 252

PAGE- 2 GLBAL1-81735 CONCORD HOTEL CATERING CO, INC PAGE- 336 18:02:49 11/07/17 CONCORD, NORTH CAROLINA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 156 of 252

PAGE- 1 GLBAL1-81739 EAST PEORIA CATERING CO., INC. PAGE- 355 18:02:49 11/07/17 E. PEORIA, ILLINOIS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,782.27 CASH- MAIN DISBURSING 10,052.57 TOTAL AVAILABLE CASH 11,834.84 TOTAL CASH 11,834.84

INVENTORIES FOOD 18,808.00 BEVERAGE 11,858.00 TOTAL INVENTORIES 30,666.00

TOTAL CURRENT ASSETS 42,500.84

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 1,290.39CR TOTAL DUE FROM AFFILIATED COS 1,290.39CR

TOTAL ASSETS 41,210.45

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 60,362.78CR MISCELLANEOUS 3,905.00CR TOTAL MISC. LIABILITIES 64,267.78CR

PAYROLL TAXES USE TAX PAYABLE 4.49CR SALES TAX PAYABLE-REST 20,262.64CR TOTAL PAYROLL TAXES 20,267.13CR

TOTAL CURRENT LIABILITIES 84,534.91CR

TOTAL LIABILITIES 84,534.91CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 43,324.46 TOTAL INTER COMPANY 43,324.46

TOTAL LIABILITIES & CAPITAL 41,210.45CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 157 of 252

PAGE- 2 GLBAL1-81739 EAST PEORIA CATERING CO., INC. PAGE- 356 18:02:49 11/07/17 E. PEORIA, ILLINOIS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 158 of 252

PAGE- 1 GLBAL1-81743 GLENDALE COYOTES HOTEL CATERING CO, INC PAGE- 371 18:02:49 11/07/17 GLENDALE, ARIZONA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 2,523.30 CASH- MAIN DISBURSING 6,628.28 TOTAL AVAILABLE CASH 9,151.58 TOTAL CASH 9,151.58

INVENTORIES FOOD 24,182.00 BEVERAGE 30,647.00 TOTAL INVENTORIES 54,829.00

TOTAL CURRENT ASSETS 63,980.58

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 7,112.00 TOTAL DUE FROM AFFILIATED COS 7,112.00

TOTAL ASSETS 71,092.58

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 184,010.41CR MISCELLANEOUS 44,099.00CR TOTAL MISC. LIABILITIES 228,109.41CR

PAYROLL TAXES USE TAX PAYABLE 437.71CR SALES TAX PAYABLE-REST 19,471.60CR TOTAL PAYROLL TAXES 19,909.31CR

TOTAL CURRENT LIABILITIES 248,018.72CR

TOTAL LIABILITIES 248,018.72CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 176,926.14 TOTAL INTER COMPANY 176,926.14

TOTAL LIABILITIES & CAPITAL 71,092.58CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 159 of 252

PAGE- 2 GLBAL1-81743 GLENDALE COYOTES HOTEL CATERING CO, INC PAGE- 372 18:02:49 11/07/17 GLENDALE, ARIZONA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 160 of 252

PAGE- 1 GLBAL1-83743 GLENDALE COYOTES CATERING CO, INC PAGE- 375 18:02:49 11/07/17 GLENDALE, ARIZONA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 6,071.85 TOTAL AVAILABLE CASH 6,071.85 TOTAL CASH 6,071.85

TOTAL CURRENT ASSETS 6,071.85

TOTAL ASSETS 6,071.85

LIABILITIES

PAYROLL TAXES SALES TAX PAYABLE-MOTEL 17,374.53 SALES TAX PAYABLE-REST 66,290.56CR TOTAL PAYROLL TAXES 48,916.03CR

TOTAL CURRENT LIABILITIES 48,916.03CR

TOTAL LIABILITIES 48,916.03CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 5,858,348.21 TOTAL INTER COMPANY 5,858,348.21

CAPITAL CURRENT EARNINGS 5,815,504.03CR TOTAL CAPITAL 5,815,504.03CR

TOTAL LIABILITIES & CAPITAL 6,071.85CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 161 of 252

PAGE- 2 GLBAL1-83743 GLENDALE COYOTES CATERING CO, INC PAGE- 376 18:02:49 11/07/17 GLENDALE, ARIZONA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 162 of 252

PAGE- 1 GLBAL1-81744 BRICKTOWN RESIDENCE CATERING CO., INC. PAGE- 381 18:02:49 11/07/17 OKLAHOMA CITY, OKLAHOMA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 3,962.19 TOTAL AVAILABLE CASH 3,962.19 TOTAL CASH 3,962.19

TOTAL CURRENT ASSETS 3,962.19

TOTAL ASSETS 3,962.19

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 193.07CR TOTAL MISC. LIABILITIES 193.07CR

PAYROLL TAXES SALES TAX PAYABLE-REST 1,545.65CR TOTAL PAYROLL TAXES 1,545.65CR

TOTAL CURRENT LIABILITIES 1,738.72CR

TOTAL LIABILITIES 1,738.72CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 2,223.47CR TOTAL INTER COMPANY 2,223.47CR

TOTAL LIABILITIES & CAPITAL 3,962.19CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 163 of 252

PAGE- 2 GLBAL1-81744 BRICKTOWN RESIDENCE CATERING CO., INC. PAGE- 382 18:02:49 11/07/17 OKLAHOMA CITY, OKLAHOMA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 164 of 252

PAGE- 1 GLBAL1-81745 KC RESIDENCE CATERING CO, INC. PAGE- 389 18:02:49 11/07/17 KANSAS CITY, MO BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 3,356.79 TOTAL AVAILABLE CASH 3,356.79 TOTAL CASH 3,356.79

INVENTORIES BEVERAGE 648.00 TOTAL INVENTORIES 648.00

TOTAL CURRENT ASSETS 4,004.79

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 300.50CR TOTAL DUE FROM AFFILIATED COS 300.50CR

TOTAL ASSETS 3,704.29

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 793.00CR TOTAL MISC. LIABILITIES 793.00CR

PAYROLL TAXES SALES TAX PAYABLE-REST 1,954.22CR TOTAL PAYROLL TAXES 1,954.22CR

TOTAL CURRENT LIABILITIES 2,747.22CR

TOTAL LIABILITIES 2,747.22CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 957.07CR TOTAL INTER COMPANY 957.07CR

TOTAL LIABILITIES & CAPITAL 3,704.29CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 165 of 252

PAGE- 2 GLBAL1-81745 KC RESIDENCE CATERING CO, INC. PAGE- 390 18:02:49 11/07/17 KANSAS CITY, MO BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 166 of 252

PAGE- 1 GLBAL1-81746 NORMAL CATERING CO., INC. PAGE- 397 18:02:49 11/07/17 NORMAL, ILLINOIS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 5,781.71 CASH- MAIN DISBURSING 9,841.10 TOTAL AVAILABLE CASH 15,622.81 TOTAL CASH 15,622.81

INVENTORIES FOOD 20,495.00 BEVERAGE 12,095.00 TOTAL INVENTORIES 32,590.00

TOTAL CURRENT ASSETS 48,212.81

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 220.00 TOTAL DUE FROM AFFILIATED COS 220.00

TOTAL ASSETS 48,432.81

LIABILITIES

MISC. LIABILITIES FRANCHISE ROYALTIES 13,079.99CR ACCOUNTS PAYABLE-TRADE 81,833.31CR MISCELLANEOUS 405.00CR TOTAL MISC. LIABILITIES 95,318.30CR

PAYROLL TAXES USE TAX PAYABLE 69.12CR SALES TAX PAYABLE-REST 41,137.31CR TOTAL PAYROLL TAXES 41,206.43CR

TOTAL CURRENT LIABILITIES 136,524.73CR

TOTAL LIABILITIES 136,524.73CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 88,091.92 TOTAL INTER COMPANY 88,091.92

TOTAL LIABILITIES & CAPITAL 48,432.81CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 167 of 252

PAGE- 2 GLBAL1-81746 NORMAL CATERING CO., INC. PAGE- 398 18:02:49 11/07/17 NORMAL, ILLINOIS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 168 of 252

PAGE- 1 GLBAL1-81747 LA VISTA ES CATERING CO., INC PAGE- 405 18:02:49 11/07/17 LA VISTA, NEBRASKA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 5,545.28 CASH- MAIN DISBURSING 7,416.11 TOTAL AVAILABLE CASH 12,961.39 TOTAL CASH 12,961.39

INVENTORIES FOOD 45,910.00 BEVERAGE 19,331.00 TOTAL INVENTORIES 65,241.00

TOTAL CURRENT ASSETS 78,202.39

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 20,208.63 TOTAL DUE FROM AFFILIATED COS 20,208.63

TOTAL ASSETS 98,411.02

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 178,607.64CR MISCELLANEOUS 7,250.00CR TOTAL MISC. LIABILITIES 185,857.64CR

PAYROLL TAXES GARNISHMENTS 15.21 USE TAX PAYABLE 1,759.22CR SALES TAX PAYABLE-REST 55,743.68CR TOTAL PAYROLL TAXES 57,487.69CR

TOTAL CURRENT LIABILITIES 243,345.33CR

TOTAL LIABILITIES 243,345.33CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 144,934.31 TOTAL INTER COMPANY 144,934.31

TOTAL LIABILITIES & CAPITAL 98,411.02CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 169 of 252

PAGE- 2 GLBAL1-81747 LA VISTA ES CATERING CO., INC PAGE- 406 18:02:49 11/07/17 LA VISTA, NEBRASKA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 170 of 252

PAGE- 1 GLBAL1-81771 CHATEAU ON THE LAKE PAGE- 495 18:02:49 11/07/17 BRANSON, MISSOURI BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 2,850.03 CASH- MAIN DISBURSING 7,239.86 TOTAL AVAILABLE CASH 10,089.89 TOTAL CASH 10,089.89

INVENTORIES FOOD 86,589.00 BEVERAGE 60,996.00 TOTAL INVENTORIES 147,585.00

TOTAL CURRENT ASSETS 157,674.89

DUE FROM AFFILIATED COMPANIES DUE FROM OPERATING-AFFILIATE 3,649.87 TOTAL DUE FROM AFFILIATED COS 3,649.87

TOTAL ASSETS 161,324.76

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 182,861.46CR MISCELLANEOUS 23,095.04CR TOTAL MISC. LIABILITIES 205,956.50CR

PAYROLL TAXES USE TAX PAYABLE 203.90CR SALES TAX PAYABLE-REST 86,537.69CR TOTAL PAYROLL TAXES 86,741.59CR

TOTAL CURRENT LIABILITIES 292,698.09CR

TOTAL LIABILITIES 292,698.09CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 131,373.33 TOTAL INTER COMPANY 131,373.33

TOTAL LIABILITIES & CAPITAL 161,324.76CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 171 of 252

PAGE- 2 GLBAL1-81771 CHATEAU ON THE LAKE PAGE- 496 18:02:49 11/07/17 BRANSON, MISSOURI BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 172 of 252

PAGE- 1 GLBAL1-81782 SIOUX FALLS CONV/ARENA CATERING CO., INCPAGE- 561 18:02:49 11/07/17 SIOUX FALLS, SOUTH DAKOTA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 2,323.56 CASH- MAIN DISBURSING 22,683.47 TOTAL AVAILABLE CASH 25,007.03 TOTAL CASH 25,007.03

INVENTORIES BEVERAGE 7,600.00 TOTAL INVENTORIES 7,600.00

TOTAL CURRENT ASSETS 32,607.03

TOTAL ASSETS 32,607.03

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 2,396.94CR TOTAL MISC. LIABILITIES 2,396.94CR

PAYROLL TAXES SALES TAX PAYABLE-REST 2,180.60CR TOTAL PAYROLL TAXES 2,180.60CR

TOTAL CURRENT LIABILITIES 4,577.54CR

TOTAL LIABILITIES 4,577.54CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 28,029.49CR TOTAL INTER COMPANY 28,029.49CR

TOTAL LIABILITIES & CAPITAL 32,607.03CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 173 of 252

PAGE- 2 GLBAL1-81782 SIOUX FALLS CONV/ARENA CATERING CO., INCPAGE- 562 18:02:49 11/07/17 SIOUX FALLS, SOUTH DAKOTA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 174 of 252

PAGE- 1 GLBAL1-81788 LINCOLN PAGE- 605 18:02:49 11/07/17 BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 22,675.94 CASH- MAIN DISBURSING 215,830.64 TOTAL AVAILABLE CASH 238,506.58 TOTAL CASH 238,506.58

INVENTORIES BEVERAGE 19,957.00 TOTAL INVENTORIES 19,957.00

TOTAL CURRENT ASSETS 258,463.58

TOTAL ASSETS 258,463.58

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 3,562.80CR MISCELLANEOUS 1,000.00CR TOTAL MISC. LIABILITIES 4,562.80CR

PAYROLL TAXES USE TAX PAYABLE 277.66CR SALES TAX PAYABLE-REST 13,105.87CR TOTAL PAYROLL TAXES 13,383.53CR

TOTAL CURRENT LIABILITIES 17,946.33CR

TOTAL LIABILITIES 17,946.33CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 240,517.25CR TOTAL INTER COMPANY 240,517.25CR

TOTAL LIABILITIES & CAPITAL 258,463.58CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 175 of 252

PAGE- 2 GLBAL1-81788 LINCOLN PAGE- 606 18:02:49 11/07/17 BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 176 of 252

PAGE- 1 GLBAL1-81789 SGF-COURTYARD CATERING CO., INC. PAGE- 613 18:02:49 11/07/17 SPRINGFIELD, MISSOURI BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 2,289.53 CASH- MAIN DISBURSING 6,722.13 TOTAL AVAILABLE CASH 9,011.66 TOTAL CASH 9,011.66

INVENTORIES FOOD 8,070.00 BEVERAGE 4,156.00 TOTAL INVENTORIES 12,226.00

TOTAL CURRENT ASSETS 21,237.66

TOTAL ASSETS 21,237.66

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 8,253.92CR MISCELLANEOUS 1,286.00CR TOTAL MISC. LIABILITIES 9,539.92CR

PAYROLL TAXES USE TAX PAYABLE 30.66CR SALES TAX PAYABLE-REST 3,449.69CR TOTAL PAYROLL TAXES 3,480.35CR

TOTAL CURRENT LIABILITIES 13,020.27CR

TOTAL LIABILITIES 13,020.27CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 8,217.39CR TOTAL INTER COMPANY 8,217.39CR

TOTAL LIABILITIES & CAPITAL 21,237.66CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 177 of 252

PAGE- 2 GLBAL1-81789 SGF-COURTYARD CATERING CO., INC. PAGE- 614 18:02:49 11/07/17 SPRINGFIELD, MISSOURI BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 178 of 252

PAGE- 1 GLBAL1-81790 RICHARDSON RENAISSANCE CATERING CO INC PAGE- 621 18:02:49 11/07/17 RICHARDSON, TX BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 26,986.25 CASH- MAIN DISBURSING 16,754.65 TOTAL AVAILABLE CASH 43,740.90 OTHER CASH CASH IN BANK (D.B.A. IMPREST) 60,000.00 TOTAL OTHER CASH 60,000.00 TOTAL CASH 103,740.90

INVENTORIES BEVERAGE 14,655.00 TOTAL INVENTORIES 14,655.00

TOTAL CURRENT ASSETS 118,395.90

OTHER ASSETS NONAMORTIZABLE LIQUOR LICENSE 400.00 TOTAL OTHER ASSETS 400.00

TOTAL ASSETS 118,795.90

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 4,672.82CR TOTAL MISC. LIABILITIES 4,672.82CR

PAYROLL TAXES SALES TAX PAYABLE-REST 5,961.62CR EXCISE TAX 4,915.12CR INCOME TAXES PAYABLE-STATE 2,801.18CR TOTAL PAYROLL TAXES 13,677.92CR

TOTAL CURRENT LIABILITIES 18,350.74CR

TOTAL LIABILITIES 18,350.74CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 100,445.16CR TOTAL INTER COMPANY 100,445.16CR

TOTAL LIABILITIES & CAPITAL 118,795.90CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 179 of 252

PAGE- 2 GLBAL1-81790 RICHARDSON RENAISSANCE CATERING CO INC PAGE- 622 18:02:49 11/07/17 RICHARDSON, TX BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 180 of 252

PAGE- 1 GLBAL1-82790 EISEMANN RENAISSANCE CLUB COMPANY PAGE- 623 18:02:49 11/07/17 RICHARDSON, TX BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 6,152.43 TOTAL AVAILABLE CASH 6,152.43 OTHER CASH CASH IN BANK (D.B.A. IMPREST) 15,000.00 TOTAL OTHER CASH 15,000.00 TOTAL CASH 21,152.43

TOTAL CURRENT ASSETS 21,152.43

TOTAL ASSETS 21,152.43

LIABILITIES

PAYROLL TAXES SALES TAX PAYABLE-REST 5,961.62 EXCISE TAX 281.06CR FB LOCAL 3 7,059.95CR INCOME TAXES PAYABLE-STATE 1,255.56CR TOTAL PAYROLL TAXES 2,634.95CR

ACCRUED EXPENSES WORKERS' COMP INS 7,454.00CR TOTAL ACCRUED EXPENSES 7,454.00CR

TOTAL CURRENT LIABILITIES 10,088.95CR

TOTAL LIABILITIES 10,088.95CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 208,888.45 TOTAL INTER COMPANY 208,888.45

CAPITAL CURRENT EARNINGS 219,951.93CR TOTAL CAPITAL 219,951.93CR

TOTAL LIABILITIES & CAPITAL 21,152.43CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 181 of 252

PAGE- 2 GLBAL1-82790 EISEMANN RENAISSANCE CLUB COMPANY PAGE- 624 18:02:49 11/07/17 RICHARDSON, TX BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 182 of 252

PAGE- 1 GLBAL1-81791 FRANKLIN/CRESCENT CATERING CO., INC. PAGE- 631 18:02:49 11/07/17 FRANKLIN, TENNESSEE BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 4,599.21 TOTAL AVAILABLE CASH 4,599.21 TOTAL CASH 4,599.21

INVENTORIES BEVERAGE 10,701.00 TOTAL INVENTORIES 10,701.00

TOTAL CURRENT ASSETS 15,300.21

TOTAL ASSETS 15,300.21

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 4,858.05CR MISCELLANEOUS 148.73CR TOTAL MISC. LIABILITIES 5,006.78CR

PAYROLL TAXES USE TAX PAYABLE 117.52CR SALES TAX PAYABLE-REST 6,417.45CR TOTAL PAYROLL TAXES 6,534.97CR

TOTAL CURRENT LIABILITIES 11,541.75CR

TOTAL LIABILITIES 11,541.75CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 3,758.46CR TOTAL INTER COMPANY 3,758.46CR

TOTAL LIABILITIES & CAPITAL 15,300.21CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 183 of 252

PAGE- 2 GLBAL1-81791 FRANKLIN/CRESCENT CATERING CO., INC. PAGE- 632 18:02:49 11/07/17 FRANKLIN, TENNESSEE BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 184 of 252

PAGE- 1 GLBAL1-81793 SGF/RESIDENCE CATERING CO., INC. PAGE- 645 18:02:49 11/07/17 BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 1,355.19 TOTAL AVAILABLE CASH 1,355.19 TOTAL CASH 1,355.19

TOTAL CURRENT ASSETS 1,355.19

TOTAL ASSETS 1,355.19

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 131.65CR TOTAL MISC. LIABILITIES 131.65CR

PAYROLL TAXES SALES TAX PAYABLE-REST 3,559.90 TOTAL PAYROLL TAXES 3,559.90

TOTAL CURRENT LIABILITIES 3,428.25

TOTAL LIABILITIES 3,428.25

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 4,783.44CR TOTAL INTER COMPANY 4,783.44CR

TOTAL LIABILITIES & CAPITAL 1,355.19CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 185 of 252

PAGE- 2 GLBAL1-81793 SGF/RESIDENCE CATERING CO., INC. PAGE- 646 18:02:49 11/07/17 BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 186 of 252

PAGE- 1 GLBAL1-81794 TULSA/169 CATERING, CO., INC. PAGE- 653 18:02:49 11/07/17 TULSA, OKLAHOMA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 532.89 CASH- MAIN DISBURSING 11,139.23 TOTAL AVAILABLE CASH 11,672.12 TOTAL CASH 11,672.12

INVENTORIES FOOD 18,795.00 BEVERAGE 12,890.00 TOTAL INVENTORIES 31,685.00

TOTAL CURRENT ASSETS 43,357.12

TOTAL ASSETS 43,357.12

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 101,818.82CR TOTAL MISC. LIABILITIES 101,818.82CR

PAYROLL TAXES USE TAX PAYABLE 17.90CR SALES TAX PAYABLE-REST 36,628.69CR TOTAL PAYROLL TAXES 36,646.59CR

TOTAL CURRENT LIABILITIES 138,465.41CR

TOTAL LIABILITIES 138,465.41CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 96,108.29 TOTAL INTER COMPANY 96,108.29

CAPITAL CAPITAL STOCK 1,000.00CR TOTAL CAPITAL 1,000.00CR

TOTAL LIABILITIES & CAPITAL 43,357.12CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 187 of 252

PAGE- 2 GLBAL1-81794 TULSA/169 CATERING, CO., INC. PAGE- 654 18:02:49 11/07/17 TULSA, OKLAHOMA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 188 of 252

PAGE- 1 GLBAL1-81795 HOT SPRINGS CATERING COMPANY, INC. PAGE- 661 18:02:49 11/07/17 HOT SPRINGS, ARK BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 2,551.55 CASH- MAIN DISBURSING 5,522.05 TOTAL AVAILABLE CASH 8,073.60 TOTAL CASH 8,073.60

INVENTORIES BEVERAGE 8,190.00 TOTAL INVENTORIES 8,190.00

TOTAL CURRENT ASSETS 16,263.60

TOTAL ASSETS 16,263.60

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 3,680.67CR TOTAL MISC. LIABILITIES 3,680.67CR

PAYROLL TAXES USE TAX PAYABLE 15.10CR SALES TAX PAYABLE-REST 4,915.98CR TOTAL PAYROLL TAXES 4,931.08CR

TOTAL CURRENT LIABILITIES 8,611.75CR

TOTAL LIABILITIES 8,611.75CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 7,651.85CR TOTAL INTER COMPANY 7,651.85CR

TOTAL LIABILITIES & CAPITAL 16,263.60CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 189 of 252

PAGE- 2 GLBAL1-81795 HOT SPRINGS CATERING COMPANY, INC. PAGE- 662 18:02:49 11/07/17 HOT SPRINGS, ARK BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 190 of 252

PAGE- 1 GLBAL1-81796 ROGERS ES CATERING CO INC PAGE- 669 18:02:49 11/07/17 ROGERS, ARKANSAS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 3,188.87 TOTAL AVAILABLE CASH 3,188.87 TOTAL CASH 3,188.87

INVENTORIES BEVERAGE 24,509.00 TOTAL INVENTORIES 24,509.00

TOTAL CURRENT ASSETS 27,697.87

TOTAL ASSETS 27,697.87

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 4,224.99CR MISCELLANEOUS 1,340.00CR TOTAL MISC. LIABILITIES 5,564.99CR

PAYROLL TAXES USE TAX PAYABLE 40.74CR SALES TAX PAYABLE-REST 265.41 TOTAL PAYROLL TAXES 224.67

TOTAL CURRENT LIABILITIES 5,340.32CR

TOTAL LIABILITIES 5,340.32CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 22,357.55CR TOTAL INTER COMPANY 22,357.55CR

TOTAL LIABILITIES & CAPITAL 27,697.87CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 191 of 252

PAGE- 2 GLBAL1-81796 ROGERS ES CATERING CO INC PAGE- 670 18:02:49 11/07/17 ROGERS, ARKANSAS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 192 of 252

PAGE- 1 GLBAL1-82796 ROGERS ES CATERING CO INC PAGE- 671 18:02:49 11/07/17 ROGERS, ARKANSAS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- MAIN DISBURSING 9,039.61 TOTAL AVAILABLE CASH 9,039.61 TOTAL CASH 9,039.61

INVENTORIES BEVERAGE 16,795.00 TOTAL INVENTORIES 16,795.00

TOTAL CURRENT ASSETS 25,834.61

TOTAL ASSETS 25,834.61

LIABILITIES

TOTAL CURRENT LIABILITIES .00

TOTAL LIABILITIES .00

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 38,872.87 TOTAL INTER COMPANY 38,872.87

CAPITAL CURRENT EARNINGS 64,707.48CR TOTAL CAPITAL 64,707.48CR

TOTAL LIABILITIES & CAPITAL 25,834.61CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 193 of 252

PAGE- 2 GLBAL1-82796 ROGERS ES CATERING CO INC PAGE- 672 18:02:49 11/07/17 ROGERS, ARKANSAS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 194 of 252

PAGE- 1 GLBAL1-81798 OKC COURTYARD CATERING CO, INC PAGE- 687 18:02:49 11/07/17 OKLAHOMA CITY, OKLAHOMA BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,033.63 CASH- MAIN DISBURSING 10,516.95 TOTAL AVAILABLE CASH 11,550.58 TOTAL CASH 11,550.58

INVENTORIES FOOD 15,949.00 BEVERAGE 8,626.00 TOTAL INVENTORIES 24,575.00

TOTAL CURRENT ASSETS 36,125.58

TOTAL ASSETS 36,125.58

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 28,557.54CR TOTAL MISC. LIABILITIES 28,557.54CR

PAYROLL TAXES USE TAX PAYABLE 161.79CR SALES TAX PAYABLE-REST 10,223.51CR TOTAL PAYROLL TAXES 10,385.30CR

TOTAL CURRENT LIABILITIES 38,942.84CR

TOTAL LIABILITIES 38,942.84CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 3,817.26 TOTAL INTER COMPANY 3,817.26

CAPITAL CAPITAL STOCK 1,000.00CR TOTAL CAPITAL 1,000.00CR

TOTAL LIABILITIES & CAPITAL 36,125.58CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 195 of 252

PAGE- 2 GLBAL1-81798 OKC COURTYARD CATERING CO, INC PAGE- 688 18:02:49 11/07/17 OKLAHOMA CITY, OKLAHOMA BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 196 of 252

PAGE- 1 GLBAL1-81799 JUNCTION CITY CATERING CO., INC PAGE- 695 18:02:49 11/07/17 JUNCTION CITY, KANSAS BALANCE SHEET 10/31/17

ASSETS

AVAILABLE CASH CASH- DEPOSITORY 1,802.83 CASH- MAIN DISBURSING 9,727.89 TOTAL AVAILABLE CASH 11,530.72 TOTAL CASH 11,530.72

INVENTORIES BEVERAGE 4,244.00 TOTAL INVENTORIES 4,244.00

TOTAL CURRENT ASSETS 15,774.72

TOTAL ASSETS 15,774.72

LIABILITIES

MISC. LIABILITIES ACCOUNTS PAYABLE-TRADE 1,178.45CR TOTAL MISC. LIABILITIES 1,178.45CR

PAYROLL TAXES SALES TAX PAYABLE-REST 718.32CR TOTAL PAYROLL TAXES 718.32CR

TOTAL CURRENT LIABILITIES 1,896.77CR

TOTAL LIABILITIES 1,896.77CR

INTER COMPANY ACCOUNTS PAY/REC-INTERCOMPANY 13,877.95CR TOTAL INTER COMPANY 13,877.95CR

TOTAL LIABILITIES & CAPITAL 15,774.72CR

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 197 of 252

PAGE- 2 GLBAL1-81799 JUNCTION CITY CATERING CO., INC PAGE- 696 18:02:49 11/07/17 JUNCTION CITY, KANSAS BALANCE SHEET 10/31/17

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 198 of 252 APPENDIX 4

Valuation Data For Debtors' Assets

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 199 of 252 In re John Q. Hammons Fall 2006, LLC et al., Case No. 16-21142-11

Values Data

Property Value

Hotels: Embassy Suites Huntsville, AL $37,700,000.00 Marriott Renaissance Glendale, AZ $57,000,000.00 Marriott Courtyard Ft. Smith, AR $12,800,000.00 Embassy Suites Hot Springs, AR $45,800,000.00 Embassy Suites Rogers, AR $77,000,000.00 Embassy Suites Loveland, CO $52,000,000.00 Embassy Suites East Peoria, IL $30,100,000.00 Marriott Normal, IL $29,500,000.00 Marriott Courtyard Junction City, KS $3,900,000.00 Chateau on the Lake Branson, MO $61,900,000.00 Residence Inn Joplin, MO $10,300,000.00 Residence Inn Kansas City, MO $13,700,000.00 University Plaza Springfield, MO $14,500,000.00 Marriott Courtyard Springfield, MO $18,400,000.00 Residence Inn Springfield, MO $21,000,000.00 Holiday Inn Express Springfield, MO $11,400,000.00 Embassy Suites St. Charles, MO $40,500,000.00 Embassy Suites La Vista, NE $56,900,000.00 Marriott Courtyard La Vista, NE $25,100,000.00 Embassy Suites Lincoln, NE $53,500,000.00 Embassy Suites Albuquerque, NM $48,800,000.00 Embassy Suites Concord, NC $89,400,000.00 Embassy Suites Norman, OK $46,100,000.00 Residence Inn Oklahoma City, OK $25,600,000.00 Marriott Courtyard Oklahoma City, OK $36,900,000.00 Marriott Renaissance Tulsa, OK $34,200,000.00 Residence Inn North Charleston, SC $25,800,000.00 Sheraton Sioux Falls, SD $20,400,000.00 Embassy Suites Franklin, TN $56,900,000.00 Embassy Suites Murfreesboro, TN $65,100,000.00 Marriott Courtyard Allen, TX $34,600,000.00 Embassy Suites Frisco, TX $63,400,000.00 Marriott Renaissance Richardson, TX $50,900,000.00 Embassy Suites San Marcos, TX $43,100,000.00 Embassy Suites Hampton, VA $36,600,000.00 —Mortgage Debt Secured by Hotels ($960,099,253.07)

Net Hotel Value $390,700,746.93

Trust Net Equity Investments in Non-Debtor Entities: 50% Interest in W & H Realty, LLC $27,311,000.00 100% Interest in Des Plaines Development Holdings, LLC $122,000,000.00 50% Interest in Blue Hills Company $1,658,000.00 100% Interest in JQH Springfield Courthouse, LLC $4,510,182.00 100% Interest in JQH Springfield Tower, LLC $6,056,006.00 100% Interest in Highland Springs, LLC $5,475,000.00 100% Interest in JQH Film Entertainment, LLC $100,000.00 100% Interest in Burger Station, LLC $322,347.00 100% Interest in JQH Industries, LLC $3,000,000.00

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 200 of 252 Total Equity Investments Value $170,432,535.00

Non-Hotel Land Owned by Trust: Aggregate Value of Non-Hotel Land $106,595,178.00 —Mortgage Debt Secured by Non-Hotel Land ($34,695,753.00) Ten Percent Market Price Premium $10,659,517.80

Net Value of Trust's Non-Hotel Land $82,558,942.80

Miscellaneous Trust Assets: Airplane $4,000,000.00 —Debt Owed to Fifth Third Bank ($2,805,979.00) Note Receivable Tiffany Greens, LLC $6,575,172.00 Note Receivable Plaza Associates Partnership $1,970,736.00

Net Miscellaneous Assets Value $9,739,929.00

Non-Hotel Assets of Other Debtors:

Civic Center Redevelopment Corp. (Joplin Trade Center) $2,590,000.00 Hammons of Oklahoma City, LLC (Parking Garage) $3,280,000.00 JQH-Lake of the Ozarks Development, LLC (40 acres) $7,380,000.00 Hammons of Colorado, LLC (Loveland, CO land) $2,210,000.00 —Debt Owed to First National Bank of Omaha ($382,328.00) JQH-Olathe Development, LLC $3,540,000.00 John Q. Hammons Fall 2006, LLC (Parking Lot in Hot Springs, AR) $430,000.00 Cash and Marketable Securities $119,000,000.00 Excess Retainer held by Perkins Coie $550,000.00

Net Other Debtors' Non-Hotel Assets Value $138,597,672.00

Summary of Asset Values:

Total Asset Value $792,029,825.73 —Less Allowed SFI Claim (absent objection) ($183,815,767.00) —Less Estimated Amount of Allowed Unsecured Claims ($27,148,647.00) —Less Estimated Amount of Allowed Non-Debtor Guaranty Claims ($10,000,000.00) Total Available for Disputed Claims, Exit Costs and Equity $571,065,411.73

Case 16-21142 Doc# 1583 Filed 12/20/17 Page 201 of 252 APPENDIX 5

Five-Year Financial Projections

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Case 16-21142 Doc# 1583 Filed 12/20/17 Page 203 of 252 APPENDIX 6

Organizational Chart For Hotel Debtors

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 204 of 252 HOTELS PORTFOLIO

The Revocable Trust of John Q. Hammons, Dated December 28, 1989, As Amended and Restated

Goldman Sachs Nomura Eurohypo Barclay’s Rogers Funding LLC Other Loans Loan Portfolio Loan Portfolio Loan Portfolio Loan Portfolio Loan

First National JQH - Ft. Smith Courtyard Bank of Fort Development, LLC Fort Smith, AR Smith John Q. Hammons 2015 Loan John Q. Hammons Hotels Holdings, LLC John Q. Hammons Hotels ACLOST, LLC Hammons of Franklin, LLC John Q. Hammons Fall 2006, LLC Hammons of Rogers Inc. Development, LLC (DE) (DE) (DE) Development, LLC *

First National 0.5% - Managing Member 99.5% - Member JQH – La Vista CY Courtyard Bank of Omaha Development, LLC La Vista, NE (Loan 1) Hammons of Oklahoma City, LLC Hammons of Richardson, LLC Embassy Suites (DE) 99.5% LP and adjacent JQH - Allen Development, JQH - Murfreesboro acreage JQH - Rogers Convention Center LLC Development, LLC Hot Springs, AR Development, LLC Title Holder and Borrower First National JQH - La Vista III Embassy Suites Courtyard 0.5% GP Bank of Omaha Downtown Development, LLC La Vista, NE and parking garage (Loan 2) Oklahoma City, OK Embassy Suites Richardson Hammons, LP Courtyard (DE) Courtyard Allen, TX Nashville SE Junction City, KS Murfreesboro, TN First National Bank of Omaha JQH - La Vista La Vista Convention Embassy Suites (Loan 2) Hammons of Lincoln, LLC Conference Center Center Northwest Conference Center City of La Vista Development, LLC La Vista, NE Rogers, AR

JQH - Norman Development, JQH – Glendale, AZ Development, Embassy Suites Holiday Inn Express LLC LLC Franklin, TN Springfield, MO First National Embassy Suites Embassy Suites Lincoln, NE Bank of Omaha Loveland, CO (Loan 3)

Embassy Suites Renaissance Norman, OK Glendale, AZ Hammons of Tulsa, LLC Embassy Suites JQH - Oklahoma City Residence Frisco, TX Inn Downtown/ Renaissance Hawthorn Bank Bricktown Development, Bricktown Richardson, TX LLC Oklahoma City, OK

Renaissance JQH - Kansas City Tulsa, OK Development, LLC JQH - Concord Development, LLC Morton John Q. Hammons Hotels JQH - East Peoria Embassy Suites Embassy Suites Community Bank Development, LLC * Development, LLC East Peoria, IL Courtyard Airport Hampton, VA and The Café Springfield, MO

Hammons of South Carolina, LLC Embassy Suites Residence Inn Charlotte/Concord Chateau on the Lake Airport Golf Resort, Prudential Chateau Lake, LLC Resort, Spa & Kansas City, MO Concord, NC Convention Center Branson, MO

Residence Residence Inn Inn Charleston Springfield, MO Airport North Charleston, SC Simmons First JQH - San Marcos Embassy Suites National Bank Development, LLC San Marcos, TX Hammons of Huntsville, LLC (Loan 1)

Hammons of New Mexico, LLC Embassy Suites St. Charles, MO

Simmons First Marriott Hotel & JQH - Normal Conf Center Embassy Suites National Bank Development, LLC Huntsville, AL (Loan 2) Normal, IL

Embassy Suites Albuquerque, NM

Central Bank of Residence Inn the Ozarks Joplin, MO Hawthorn Bank Hammons of Sioux Falls, LLC

*Same entity as the sole member of LLC entities UMB Bank under the Goldman Sachs loan portfolio and JQH– Great Southern Bank University Plaza Bank of Blue Valley Hotel East Peoria Development, LLC Springfield, MO Sheraton Redevelopment Sioux Falls, SD Authority of Spfd Case 16-21142 Doc# 1583 Filed 12/20/17 Page 205 of 252 APPENDIX 7

Management Of Debtors

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 206 of 252

LIST OF MANAGEMENT FOR THE DEBTORS

Debtor: Name / Title:

John Q. Hammons Fall 2006, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Junction City Catering Co., Inc. Jacqueline A. Dowdy, President The Revocable Trust of John Q. Hammons dated Jacqueline A. Dowdy, Co- December 28, 1989, as Amended and Restated Successor Trustee

Greggory D. Groves, Co-Successor Trustee JQH - Olathe Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons, Inc. Jacqueline A. Dowdy, President John Q. Hammons Hotels Development, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President ACLOST, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President John Q. Hammons 2015 Loan Holdings, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President JQH - Lake of the Ozarks Development LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer John Q. Hammons Hotels Management I Corporation Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President KC Residence Catering Co., Inc. Jacqueline A. Dowdy, President JQH - Concord Development LLC Jacqueline A. Dowdy, President

136389707.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 207 of 252

Greggory D. Groves, Vice President John Q. Hammons Hotels Management II, L.P. Jacqueline A. Dowdy, Authorized Officer Bricktown Residence Catering Co. Inc. Jacqueline A. Dowdy, President John Q. Hammons Hotels Management, LLC Jacqueline A. Dowdy, Authorized Officer Hammons of Huntsville, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer La Vista CY Catering Co., Inc. Jacqueline A. Dowdy, President Chateau Catering Co. Inc. Jacqueline A. Dowdy, President Hammons of Oklahoma City, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer La Vista ES Catering Co., Inc. Jacqueline A. Dowdy, President JQH - Ft. Smith Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons of South Carolina, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Civic Center Redevelopment Corp Jacqueline A. Dowdy, President Lincoln P Street Catering Co., Inc. Jacqueline A. Dowdy, President Hammons of Lincoln, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer JQH - East Peoria Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons of New Mexico, LLC Jacqueline A. Dowdy, Authorized Officer

136389707.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 208 of 252

Greggory D. Groves, Authorized Officer Loveland Catering Co., Inc. Jacqueline A. Dowdy, President Hammons of Tulsa, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Concord Golf Catering Co. Inc. Jacqueline A. Dowdy, President JQH - Glendale, AZ Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Manzano Catering Co., Inc. Jacqueline A. Dowdy, President JQH - San Marcos Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons of Sioux Falls, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons of Rogers, Inc. Jacqueline A. Dowdy, President JQH - Allen Development, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President Murfreesboro Catering Co., Inc. Jacqueline A. Dowdy, President Concord Hotel Catering Co. Inc. Jacqueline A. Dowdy, President JQH - Kansas City Development, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President Normal Catering Co., Inc. Jacqueline A. Dowdy, President OKC Courtyard Catering Co., Inc. Jacqueline A. Dowdy, President JQH - Norman Development, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President

136389707.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 209 of 252

East Peoria Catering Co. Inc. Jacqueline A. Dowdy, President R-2 Operating Co., Inc. Jacqueline A. Dowdy, President Chateau Lake, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President Fort Smith Catering Co. Inc. Jacqueline A. Dowdy, President Rogers ES Catering Co., Inc. Jacqueline A. Dowdy, President JQH - La Vista III Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Franklin/Crescent Catering Co. Inc. Jacqueline A. Dowdy, President SGF-Courtyard Catering Co., Inc. Jacqueline A. Dowdy, President JQH - La Vista Conference Center Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Sioux Falls Convention/Arena Catering Co., Inc. Jacqueline A. Dowdy, President JQH - Murfreesboro Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Glendale Coyotes Catering Co. Inc. Jacqueline A. Dowdy, President St. Charles Catering Co., Inc. Jacqueline A. Dowdy, President JQH - Normal Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Tulsa/169 Catering Co., Inc. Jacqueline A. Dowdy, President Glendale Coyotes Hotel Catering Co. Inc. Jacqueline A. Dowdy, President JQH - Oklahoma City Bricktown Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer U.P. Catering Co., Inc. Jacqueline A. Dowdy, President

136389707.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 210 of 252

JQH - Rogers Convention Center Development, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President Hammons of Colorado LLC Jacqueline A. Dowdy, Authorized Officer JQH - La Vista CY Development, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Huntsville Catering, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hampton Catering Co. Inc. Jacqueline A. Dowdy, President Hot Springs Catering Co. Inc. Jacqueline A. Dowdy, President International Catering Co. Inc. Jacqueline A. Dowdy, President Joplin Residence Catering Co. Inc. Jacqueline A. Dowdy, President JQH - Pleasant Grove Development LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons of Richardson, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President Richardson Hammons LP Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer Hammons of Franklin, LLC Jacqueline A. Dowdy, President

Greggory D. Groves, Vice President City Centre Hotel Corporation Jacqueline A. Dowdy, President Hammons of Arkansas, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer

136389707.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 211 of 252

Hammons of Frisco, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer John Q Hammons Center, LLC Jacqueline A. Dowdy, Authorized Officer

Greggory D. Groves, Authorized Officer

136389707.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 212 of 252 APPENDIX 8

Objection To Proofs Of Claim Filed By JD Holdings, L.L.C., And Affiliates

136549097.1 Case 16-21142 Doc# 1583 Filed 12/20/17 Page 213 of 252 IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF KANSAS

In re: ) ) Case No. 16-21142 JOHN Q. HAMMONS FALL 2006, LLC, et al., ) (Lead Case) ) Debtors. ) Chapter 11

OMNIBUS OBJECTION TO PROOFS OF CLAIMS FILED BY JD HOLDINGS, L.L.C. AND CERTAIN OF ITS AFFILIATES

John Q. Hammons Fall 2006, LLC and its affiliated chapter 11 Debtors (collectively the

"Debtors"), by and through counsel of record, pursuant to 11 U.S.C. § 502(a) and Rule 3007(a),

Fed. R. Bankr. P., hereby file objections (the "Claims Objection") to one hundred fifty two proofs of claims (the "JDH Claims") filed by JD Holdings, L.L.C. ("JDH") in these bankruptcy cases, and five proofs of claims filed by affiliates of JDH (the "Miscellaneous Claims" and along with the JDH Claims, the "Claims"), all of which claims are set out on Exhibit A hereto. 1

JURISDICTION AND VENUE

1. This contested matter arises under 11 U.S.C. § 502(a) and arises in the captioned bankruptcy cases. The administration of the estates in those cases will be affected by resolution of this Claims Objection by reason of the amount of the Claims and their potentially dilutive effect on distribution to other creditors. The Court has subject matter jurisdiction to determine this Claims Objection and the relief requested herein pursuant to 28 U.S.C. § 1334(b) and referral of such matters by the United States District Court for the District of Kansas pursuant to

28 U.S.C. § 157(a).

1 Although there are one hundred fifty two JDH Claims and five Miscellaneous Claims, the Debtors have filed one omnibus objection pursuant to the Claims Objection Procedures Order permitting this form of this objection (ECF Doc. 1198).

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 214 1 of of 39 252 2. This Claims Objection is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A),

(B) and (O) and Fed. R. Bankr. P. 3007.

3. This Court has the authority and power to enter final orders with respect to this

Claims Objection pursuant to 28 U.S.C. § 157(b)(1).

4. No issues of personal injury tort claims or wrongful death claims are presented in this Claims Objection.

5. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

II .

FACTS AND BACKGROUND

A. PRE-BANKRUPTCY BACKGROUND

Right of First Refusal Agreement

6. The Debtors consist of the Revocable Trust of John Q. Hammons, Dated

December 28, 1989 as Amended and Restated (the "Trust"), and seventy-five of its directly or indirectly wholly-owned subsidiaries and affiliates. The Trust, directly and through certain of its affiliates, owns nearly three dozen hotels throughout the United States, as well as numerous and varied other real estate assets including office buildings, a federal courthouse, convention centers, undeveloped real estate, storage facilities, a car park, and a minor league baseball stadium. The Trust's wholly-owned subsidiary and the manager of all of JQH's hotels, John Q.

Hammons Hotels Management, LLC, employs more than 4,000 people throughout the United

States.

7. The Debtors' founder, John Q. Hammons, died on May 26, 2013 at the age of ninety-four. Prior to his death, on behalf of his companies, Mr. Hammons signed a "Sponsor

Entity Right of First Refusal Agreement, dated September 16, 2005, with JD Holdings, LLC and any Affiliate thereof," (the "2005 ROFR") and related Agreement and Amendment, dated

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 215 2 of of 39 252 December 10, 2008 (the "2008 ROFR" and along with the 2005 ROFR, collectively the

"ROFR"), in favor of JDH.

8. Also in 2005, interests in entities owning hotels formerly owned by affiliates of

John Q. Hammons ("Hammons") were transferred by Hammons' affiliates to Atrium L.P. and such affiliates became owners of preferred equity interests in Atrium, L.P. ("Atrium").

9. Section 3.2 of the 2005 ROFR required parties bound by the ROFR to sell the

JQH Subject Hotels on the later to occur of (a) two years after the death of John Q. Hammons, or

(b) "full redemption or other permitted disposition by" John Q. Hammons or his affiliates of their preferred interests in Atrium.

10. The 2005 ROFR provided that in the event of a breach thereunder, JDH "shall be entitled, in addition to any other remedy that may be available at law or in equity as a result of such failure, to obtain an injunction and/or specific performance of any such obligations as a remedy for such breach . . . ." ROFR § 3.14(a).

11. In addition, the 2005 ROFR provided:

In the event that any JQH Entity shall default in the performance of any of its obligations hereunder in any material respect, then the Sponsor Entity shall have the right (i) to payment by such JQH Entity of any and all attorneys' fees and costs, including any court costs and costs of any consultants incurred by such Sponsor Entity in seeking to enforce its rights under this Agreement, and (ii) to purchase any JQH Subject Hotel in relation to which the JQH Entity failed to perform its obligations under this Agreement, in accordance with the provisions of this Agreement, except that the purchase price payable by such Sponsor Entity to purchase such JQH Subject Hotel shall equal eighty percent (80%) of the price otherwise payable hereunder.

2005 ROFR § 3.14(b).

12. By 2008, JDH alleged that one or more of the Debtors had breached the 2005

ROFR. As a consequence, the parties executed the 2008 ROFR dated as of December 10, 2008.

In exchange for JDH's waiver of the 2005 ROFR breach, the 2008 ROFR added a requirement

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 216 3 of of 39 252 that in any sale to JDH, the Debtors had to provide seller financing of at least 22.5% of the sale price, as well as other costs.

iStar/SFI Belmont Limitation on Enforcement of ROFR by JDH

13. At the same time that the 2005 ROFR was executed, Atrium Lendco, LLC

("Lendco") entered into a Loan Agreement for a $275 million loan facility from iStar Financial,

Inc. ("iStar"). Loan proceeds from this facility were used by Lendco to lend funds to Hammons entities.

14. Pursuant to that loan agreement, JDH executed a collateral assignment of the

ROFR to iStar.

15. A First Amendment to Loan Agreement and Other Loan Documents was entered into as of December 19, 2008 between those parties. Section 5.8 of this amended loan agreement provided, if there was an Event of Default under the loan agreement, Lendco would not permit the ROFR to be exercised by JDH without the prior written approval of iStar.

16. iStar subsequently assigned its rights under the Loan Agreement to SFI Belmont,

LLC ("SFI") on March 16, 2011.

17. On May 1, 2012, JDH brought an action against the Debtors (the "DCC Action") in the DCC, alleging a breach of the ROFR by various Debtors, but sought no relief under section 3.2 of the 2005 ROFR.

Default By Lendco

18. By letter dated June 27, 2013, iStar notified Lendco that an Event of Default had occurred under the Loan Agreement.

19. Lendco and SFI later entered into a Forbearance Agreement as of October 16,

2015, to address the Event of Default. Under the terms of the Forbearance Agreement, JDH conceded it was in default, conceded it owed substantial sums to SFI, and further agreed that the

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 217 4 of of 39 252 payment of those sums would not cure any defaults. Forbearance Agreement at ¶ 2.

20. The Forbearance Agreement provided no written consent for JDH to pursue enforcement of the ROFR in the DCC and upon information and belief, prior to the

Commencement Date (as defined hereafter), no such written consent had been provided to JDH.

Exercise of ROFR Rights By JDH Despite Default Under Loan Agreement

21. On October 19, 2015, JDH filed a supplemental complaint in the DCC Action exercising rights under the ROFR by seeking (for the first time) a ruling as to when the Debtors were required, pursuant to section 3.2 of the 2005 ROFR, to sell assets that constitute the "JQH

Subject Hotels" covered by the ROFR and further seeking an order compelling the sale of those properties directly to JDH pursuant to section 3.14(b) as "specific performance" for an alleged breach of section 3.2.

22. Upon information and belief, prior written consent of SFI was not obtained before

JDH filed the supplemental complaint.

23. Upon information and belief, as of the Commencement Date (as defined hereafter), Lendco remained subject to an Event of Default in favor of SFI.

B. BANKRUPTCY CASES – ROFR REJECTION

24. On June 26, and July 5, 2016 (collectively the "Commencement Date"), the

Debtors commenced Chapter 11 bankruptcy cases by filing their bankruptcy petitions in the

District of Kansas. Since the Commencement Date, the Debtors continue in possession of their property and control of their operations pursuant to §§ 1107 and 1108 of the Bankruptcy Code.

25. On July 26, 2016, the Debtors filed their motion obtain Court approval of their decision to reject the ROFR under § 365 (the "Rejection Motion") (ECF Doc. 338), which JDH opposed.

26. On December 13, 2016, the Court entered its order granting the Rejection Motion

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 218 5 of of 39 252 (ECF Doc. 694) (the "Rejection Order").

C. PROOFS OF CLAIM FILED BY JDH

27. The proofs of claim that are the subject of this objection, the amounts of the claims, the Debtors against whom the claims have been filed, and whether the claim appears to be based on allegation of a pre-petition breach or rejection pursuant to §§ 365(a) and 502(g)(1), are set forth on Exhibit A hereto.

28. Based on Exhibit A, JDH filed one hundred fifty two claims in two basic formats: seventy-six claims (one against each of the Debtors in these cases) all filed on December 22,

2016 each in the amount of $587.6 million for alleged damages JDH claims were caused by pre- petition acts or omissions that JDH claims caused a breach of the ROFR ("Pre-Petition Claims"), and seventy-six claims (one against each of the Debtors in these cases) all filed on January 10,

2017 each in the amount of $565.3 million for alleged damages JDH claims arise as a result of the Rejection Order ("Rejection Claims" and the Pre-Petition Claims are collectively referred to herein as the "Claims").

29. In addition, affiliates of JDH filed the five Miscellaneous Claims.

30. "Brian Cameron, Esq." signed each of the Claims under penalty of perjury. The

Debtors believe Mr. Cameron is general counsel of Atrium Holding Company, an affiliate of

JDH, and further believe that Mr. Cameron may also serve the function of providing legal advice to JDH. The Debtors are unclear as to what representative capacity, if any, Mr. Cameron has for

JDH and its affiliates and are unclear if he has authority to sign proofs of claim on behalf of JDH and its affiliates. Therefore, the Debtors reserve all rights and remedies with respect to this authority issue.

31. As set forth hereafter, the Debtors object to the Claims on numerous grounds and pray for an order of the Court disallowing in full and expunging all of the Claims. 6

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 219 6 of of 39 252 III .

APPLICABLE BANKRUPTCY CODE PROVISIONS

32. Pursuant to § 502(b)(1) of the Bankruptcy Code, a claim is disallowed to the extent "it is unenforceable under . . . applicable law . . . ." 11 U.S.C. § 502(b)(1). A proof of claim "executed and filed in accordance with" the Federal Rules of Bankruptcy Procedure shall constitute prima facie evidence of the validity and amount of the claim. Fed. R. Bankr. P.

3001(f). If, however, a proof of claim is “executed or filed improperly it [is] not prima facie evidence of” a creditor’s claim. Wilson v. Broadband Wireless Intern. Corp. (In re Broadband

Wireless Intern. Corp.) , 295 B.R. 140, 145 (10th Cir. BAP 2003) (emphasis in original).

33. A properly filed proof of claim must be executed by “the creditor or the creditor’s authorized agent.” Fed. R. Bankr. P. 3001(b).

34. When a claim is based on a writing, a copy of the writing shall be filed with the proof of claim. Fed. R. Bankr. P. 3001(c)(1).

35. “[T]he ultimate burden of persuasion by a preponderance of the evidence remains with the creditor.” U.S. v. Domme (In re Domme) , 163 B.R. 363, 366 (D. Kan. 1994).

IV.

CLAIMS OBJECTIONS

COUNT I. JDH HAS NO RIGHT TO ENFORCE THE ROFR.

36. JDH is precluded from enforcing any of the rights and remedies asserted under section 3.2 of the ROFR and, therefore, any remedy under section 3.14(b) of the ROFR because, upon information and belief, an Event of Default existed under the Loan Agreement on the date that JDH sought to exercise such alleged rights without prior written consent from SFI.

37. Because JDH's alleged rights under the ROFR are unenforceable, pursuant to

§ 502(b)(1) of the Bankruptcy Code, all of the Claims that seek damages under the ROFR were,

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 220 7 of of 39 252 as of the Commencement Date (and are now), "unenforceable against the debtor and property of the debtor" and should be summarily disallowed and expunged.

COUNT II. THE JDH CLAIMS ERRONEOUSLY ASSERT LIABILITY AGAINST EACH DEBTOR FOR ALLEGED DEFAULTS BY ALL DEBTORS

38. On their face the JDH Claims are improper as filed and should be disallowed.

39. Of the seventy-six Debtors in these cases, only twenty-five own hotels (the "Hotel

Debtors"). Those twenty-five Debtors, which include the Trust, and the hotels they own, are set out on Exhibit B hereto. Of the twenty-five Hotel Debtors, twenty-two are single-asset debtors, with their only asset being one of the hotels (the "Single-Asset Debtors"). The Single-Asset

Debtors and the hotels they own are set out on Exhibit C hereto. The remaining Debtors own no hotel assets and most if not all are not parties to the ROFR (collectively, the "Remaining

Debtors"). The Remaining Debtors are set out on Exhibit D hereto.

40. The ROFR itself is written in terms of remedies against a specific Debtor who breached. Section 3.14 of the ROFR states:

In the event that any JQH Entity shall default in the performance of any of its obligations hereunder in any material respect, then the Sponsor Entity shall have the right (i) to payment by such JQH Entity [of fees and costs] . . . and (ii) to purchase any J Η Subject Hotel in relation to which the J Η Entity failed to perform its obligations under this Agreement, except that the purchase price payable by such Sponsor Entity to purchase such JQH Subject Hotel . . . .

2008 ROFR § 3.14(b) (emphasis added).

41. Similarly, the provisions of the ROFR addressing the 22.5% Loan require that the loan must be originated by the seller of the particular asset, not from all of the Debtors. See

Schedule 2, Terms of Seller Financing .

42. Every other provision of the ROFR under which JDH seeks damages is specific to the Debtor who breached.

43. The ROFR contains no provision whereby any Debtor guaranteed performance of

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 221 8 of of 39 252 the ROFR on behalf of any other Debtor. The ROFR has no provision whereby any Debtor guaranteed payment to JDH of any amounts owing, or damages caused, by any other Debtor.

44. Thus, under the ROFR, damages and rights are Debtor-specific. If one of the

Debtors breached the ROFR, it may be liable for that breach, but the other Debtors are not liable for that breach.

45. Nevertheless, JDH improperly filed the JDH Claims for damages against each of the Debtors for 100% of the aggregate amount of damages JDH contends it suffered from all the

Debtors by the breach of the ROFR both for alleged pre-petition acts or omissions in the case of the Pre-Petition Claims and upon rejection under § 365 in the case of the Rejection Claims.

Indeed, the JDH Claims expressly say precisely that in the contention that: "[the] Debtors were and still are obligated to JD Holdings. . . ." Claims, p. 2. Thus each of the JDH Claims improperly assert that each Debtor is somehow liable, not for the amount of damage that each

Debtor allegedly caused, but rather for all of the damages JDH asserts were caused by all of the

Debtors.

46. All of the JDH Claims should be disallowed and expunged as a matter of law because the JDH Claims erroneously assert joint liability upon each Debtor for actions or omissions of other Debtors with no contractual basis in the ROFR to do so.

COUNT III. THE JDH CLAIMS FAIL TO ALLEGE THE AMOUNT OF THE CLAIM AGAINST EACH DEBTOR FOR ITS ALLEGED ACTS OR OMISSIONS

47. On their face the JDH Claims are improper as filed and should be disallowed.

48. Each JDH Claim fails to make any allegation with respect to the amount of damages allegedly caused by the particular Debtor against whom the JDH Claim is filed for either pre-petition acts or omissions or upon rejection of the ROFR.

49. All of the JDH Claims should be disallowed and expunged as a matter of law

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 222 9 of of 39 252 because the JDH Claims fail to assert any claim which is enforceable against the particular

Debtor based upon such Debtor's alleged individual liability under ROFR.

COUNT IV. JDH CLAIMS ARE ERRONEOUSLY FILED AGAINST REMAINING DEBTORS

50. In addition, all of the JDH Claims against the Remaining Debtors should be disallowed as such entities are not parties to the ROFR, did not execute the ROFR, largely have no assets to sell, and there is no basis to contend that they owe any money to JDH as a result of alleged pre-pre-petition or rejection breaches of the ROFR by other Debtors.

COUNT V. PRE-PETITION CLAIMS AND REJECTION CLAIMS ARE DUPLICATIVE

51. The JDH Claims also improperly seek allowance for duplicative damages that should be disallowed as set forth hereafter.

52. The Pre-Petition Claims and Rejection Claims are all duplicative in that they both seek $290.8 million for the failure to sell the "ROFR Assets" to JDH at a 20% discount, $261.7 million for the failure to finance 22.5% of the purchase price, and $12.8 million for brokers' commissions. This duplication of damages is improper as it arises from the same alleged loss.

53. For the foregoing reasons, the JDH Claims fail to meet the minimum pleading standard to set forth a claim and the basis for the claim. As a consequence, the JDH Claims do not constitute prima facie evidence of their validity under Fed. R. Bankr. P. 3001(f) and all should be summarily disallowed and expunged. In the alternative, the JDH Claims should be disallowed and expunged on the merits on those same grounds.

COUNT VI. JDH CLAIMS ARE BASED IN PART ON AN UNENFORCEABLE PENALTY.

54. The ROFR provides that, in the event of a breach, JDH may "match" the purchase price of another buyer by paying only 80% of the purchase price. JDH relies on this provision in

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 223 10 of 39252 the JDH Claims to calculate damages as equal to 20% of such price (the "20% Penalty").

55. Each of the JDH Claims asserts that JDH is owed $290.8 million on account of this 20% Penalty.

56. The 20% Penalty in no way approximates the actual loss that JDH would allegedly suffer in the event the Debtors breached the ROFR before the commencement of these cases or by reason of rejection of the ROFR. Rather, the purpose of the 20% Penalty was to adjust conduct – an attempt to compel the Debtors' performance of the ROFR through the fear of suffering the magnitude of the 20% Penalty.

57. Additionally, the primary purpose of the 20% Penalty was to prevent a breach of the ROFR by threatening the Debtors with a stipulated punishment – a loss of 20% of the purchase price of the assets subject to the ROFR – in the event of a breach.

58. Moreover, given the magnitude of the loss of value to the Debtors as a result of the 20% Penalty, the portion of each JDH Claim relying on the penalty is unconscionable and does not rationally relate in any way to any measure of damages that JDH could have reasonably sustained in the event the Debtors breached the ROFR.

59. Thus, this portion of each JDH Claim represents nothing more than a penalty unenforceable under applicable nonbankruptcy law.

60. Additionally, the 20% Penalty is not permitted because § 365(b)(2)(D) of the

Bankruptcy Code does not permit the recovery of a penalty as a component of the amount a debtor must cure to assume an executory contract. Since the Debtors need not pay a penalty in order to assume the ROFR, so too the Debtors should not have to pay a penalty when the ROFR is rejected.

61. Accordingly, the JDH Claims should be disallowed and expunged to the extent of

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 224 11 of 39252 the portion of the Claims represented by the 20% Penalty.

COUNT VII. MEASURE OF DAMAGES FOR 22.5% LOAN BREACH IS IMPROPER

62. The JDH Claims each seek payment of the amount of $261.7 million based on the

Debtors' failure to make the 22.5% Loan (the "Loan Claim").

63. The proper measure of damages for an alleged failure to make a loan is the cost of obtaining the use of money during the agreed period of credit, less interest at the rate provided in the contract.

64. Here, it appears that the JDH Claims calculate the amount of Loan Claim as

22.5% multiplied by a value JDH attributes to the Subject Hotels (which are dramatically higher than those they relied upon in the DCC Action).

65. This method of calculation is incorrect as a matter of law. The only proper measure of damages is the cost of funds to JDH as borrower based on the difference between the interest rate under the 2008 ROFR (30 day LIBOR plus between 3.75% and 4.5%) and a market rate of interest as of the Commencement Date.

66. In addition, the inclusion of an obligation in the 2008 ROFR that the Debtors had to loan 22.5% of a purchase price to JDH resulted from the Debtors' apparent breach of the 2005

ROFR. Thus, the Debtors were penalized by JDH for the apparent 2005 ROFR Breach. For the same reasons that the 20% price discount is an improper penalty, likewise, the Loan Claim constitutes a penalty unenforceable under applicable law.

67. For these reasons, the portion of each JDH Claim represented by the Loan Claim in the amount of $261.7 million should be disallowed as a matter of law because it seeks damages that are not properly calculated and are not allowable or enforceable under applicable non-bankruptcy law.

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 225 12 of 39252 COUNT VIII. ENFORCEMENT OF THE 20% DISCOUNT AND 22.5% LOAN CLAIMS IS NOT PERMITTED UNDER UFTA AND THE BANKRUPTCY CODE

68. If the Debtors were required to sell their assets to JDH for a 20% discount and also provide seller financing to JDH for at least 22.5% of the resulting sale price, the Debtors would receive only 62% of the full sale price. 2

69. The transfer of an asset before the Commencement Date for a 38% discount would amount to a sale for less than a reasonably equivalent value and would be voidable under typical Uniform Fraudulent Transfer Act ("UFTA") provisions.

70. Allowance of the asserted claims post-petition has the effect of validating what would be an avoidable, invalid pre-petition transaction.

71. When an agreement is voidable, damages for breach of the agreement are not permitted. Where a contract is voidable (whether under UFTA, or §§ 544 and 548 of the

Bankruptcy Code), the party with the right to void the contract may rescind it without suffering damages.

72. Similarly, the Debtors submit that performance under the ROFR was not permitted under the Bankruptcy Code. First, for the same reason that performance before the

Commencement Date would be avoidable under UFTA, performance after the Commencement

Date would be a fraudulent transfer, avoidable under UFTA and § 544(b) of the Bankruptcy

Code. 3 Thus, performance of the ROFR after the Commencement Date would be an avoidable transfer.

73. In each instance, damages are not permitted for the breach of a voidable contract

2 By way of example, if the Debtors had an asset worth $10 million, under the discount / loan provisions of the ROFR, the sale price for JDH would be $8 million, and of that amount, the Debtors would have to loan JDH at least $1.8 million. Thus, for the $10 million asset, the Debtors would receive cash from JDH of only $6.2 million. The repayment and security terms for the seller-financed portion result in almost no value because of the unlikelihood of collection. 3 Section 544(b)'s avoidance provisions are not limited to pre-petition transfers. 13

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 226 13 of 39252 or for a contract that may be rescinded.

74. Furthermore, the Debtors could not perform under the ROFR and transfer their assets to JDH without bankruptcy court authority as such transfers would be out of the ordinary course of business under § 363(b) of the Bankruptcy Code and avoidable if made without court authorization pursuant to § 549(a) of the Bankruptcy Code.

75. Here, the Court would likely never approve a transfer to JDH that amounted to a fraudulent transfer. As such, any post-petition transfer would be either be voidable because it was unauthorized under § 549(a) of the Bankruptcy Code, or impermissible because the Court would never approve a fraudulent transfer under § 363(b) of the Bankruptcy Code. If such a transfer is voidable, no damages are permitted for its breach, and if the contract is not enforceable because a transfer under the contract would never be permitted by the Court, no damages are permitted as part of a claim under § 502(b) of the Bankruptcy Code because the

ROFR itself is not enforceable under the applicable law, here the Bankruptcy Code.

76. Accordingly, the portion of each JDH Claim represented by the 20% Penalty

Claim and the Loan Claim are not permitted under applicable non-bankruptcy law and, as a result, the JDH Claims should be disallowed and expunged.

COUNT IX. THE DEBTORS WERE RELIEVED OF PERFORMANCE OF THE ROFR BY THE DOCTRINE OF IMPOSSIBILITY

77. As set forth above, in the DCC Action, the ROFR, if enforced in the manner sought by JDH, would have required the Debtors to transfer assets to JDH for 62% of the value.

The values JDH would have proposed to the DCC were substantially less than the values attributed to the assets by the Debtors' appraiser.

78. In all instances, the hotel assets are subject to mortgages. Based on JDH's values in the DCC, most if not all of the hotels could not have been "sold" to JDH under the ROFR

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 227 14 of 39252 because insufficient sales proceeds would have been generated to pay off and satisfy the existing mortgages.

79. Because of the magnitude of the mortgage debt secured by each of the hotels, it would have been impossible to sell the hotels to JDH under the ROFR with the 20% price discount and the obligation to loan 22.5% of such discounted price.

80. Accordingly, performance of the ROFR was impossible and damages for breach of a contract that cannot be performed are not permitted.

81. Because performance of the ROFR was impossible, the JDH Claims should be disallowed and expunged.

COUNT X. LIABILITY FOR THE PRE-PETITION JDH CLAIMS MUST BE ESTABLISHED.

82. As discussed above, claims are subject to disallowance if they are unenforceable under applicable nonbankruptcy law. 11 U.S.C. § 502(b)(1). JDH asserts that various Debtors are liable for breach of contract but JDH relies upon allegations which are not established by writings attached to the JDH Claims.

83. The Debtors deny they are liable by reason of the allegations made in the Claims and dispute the conclusory damage figures asserted by JDH. Accordingly, the Debtors demand that JDH prove contract liability and damages to establish any such JDH Claims pursuant to applicable nonbankruptcy law.

COUNT XI. THE JDH CLAIMS DO NOT ESTABLISH JDH COULD PURCHASE ROFR ASSETS

84. In order to be entitled to any measure of breach of contract damages, JDH would need to prove that but for the Debtors' alleged breach, JDH was immediately ready, willing and able to pay for and close on the sale of the assets subject to the ROFR.

85. In order to show it was ready, willing and able to buy the assets, JDH carries the

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 228 15 of 39252 burden to show it could perform – here, purchase and close – and to do so, JDH would have to disclose the committed financing, agreements with existing mortgagees, and transactions it contemplated to purchase the assets (such as loans, equity investments, mezzanine debt) and its financial wherewithal to consummate the sale transactions.

86. The JDH Claims, however, are completely devoid of any information that addresses, let alone supports, any contention by JDH that it was at all times ready, willing and able to close on the purchase of the assets subject to the ROFR, and indeed, how it would immediately close on the purchase of the assets if it had won the DCC Action.

87. Based on this deficiency in the JDH Claims, they should be disallowed and expunged as a matter of law as they fail to make out a prima facie case for the applicable measure of breach of contract damages – here, how JDH would have purchased the assets but for the alleged breach of the Debtors.

COUNT XII. JDH HAS FAILED TO MITIGATE ITS DAMAGES

88. A fundamental precept of contract law is the requirement that a contracting party must mitigate its damages.

89. Here, JDH has the opportunity to buy all of the Debtors’ assets in an open and robust § 363 bidding process and therefore can mitigate a substantial portion of its asserted damages through the participation in the bidding process.

90. To the extent that JDH fails to win the bidding process, or participate fully therein, it will have failed to mitigate its damages and its claims for damages would not be proper under applicable law.

91. To the extent that JDH has attempted to impose in the sale process conditions that the Debtors cannot fulfill, but only JDH can fulfill, JDH's failure to fulfill those conditions results in JDH's failure to mitigate its damages. 16

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 229 16 of 39252 92. Accordingly, the JDH Claims should be disallowed and expunged to the extent

JDH fails to mitigate its damages through the bankruptcy sale process.

COUNT XIII. THE LOAN CLAIM PROVISIONS OF THE JDH CLAIMS ARE UNENFORCEABLE AS VAGUE

93. Schedule 2 to the 2008 ROFR sets out the terms for a loan of 22.5% of the discounted price paid by JDH for a ROFR asset.

A. The terms "Lender" and "Seller" are Ambiguous and Internally Inconsistent / The Amount to Be Lent By Each Lender is Ambiguous

94. The "Lender" under Schedule 2 is "[t]he seller of the applicable JQH Subject

Hotel." In addition, the first introductory paragraph of Schedule 2 is drafted in the singular identifying "the applicable seller of the JQH Subject Hotel to provide, seller financing to the

Sponsor Entity acquiring the JQH Subject Hotel. . . ." Thus, under Schedule 2, "Lender" and

"seller" are singular and only the Debtor (singular) that owns the particular asset to be sold is the subject of Schedule 2 and is obligated to lend any money to JDH.

95. The ROFR describes the 22.5% Loan differently, stating that "Hammons"

(defined as the Trust, Mr. Hammons, and any other entity directly or indirectly controlled by Mr.

Hammons and that owns Hotel Property) or "the applicable seller of the JQH Subject Hotel" commits to provide the 22.5% Loan. Thus, the ROFR and the Schedule 2 that it incorporates are quite different in their treatment of the identity of the required Lender.

96. Schedule 2 is also internally inconsistent. As set forth above, Schedule 2 contemplates that the Lender is the seller of the JQH Hotel at issue. At the same time, Schedule

2 defines the "Amount of Seller Financing" as "an amount equal to 22.5% of the cumulative purchase prices paid or payable by the Sponsor Entity to the sellers of the JQH Subject Hotels."

(emphasis added). Thus, the amount to be lent is cumulative in the aggregate and addresses all of the sellers and all of the purchase prices. Thus, Schedule 2 is vague as to whether it obligates a

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 230 17 of 39252 single seller of a hotel or all of the Debtors when a single hotel is sold.

97. As a result of these ambiguities, (a) the Lender might be (i) all of the hotel owning companies, (ii) all of the entities that own any assets (iii) the owner of any single hotel asset that is sold, or (iv) the owner of any asset at all that is sold; and (b) the amount to be lent by each and any lender might be (i) the sale price for one asset or (ii) the aggregate of all of the seller financing loans for all of the hotels.

98. In addition, Schedule 2 fails to set out the amount that each "Lender" (singular) must loan and as a result, sets forth nothing that addresses exactly how much a particular Lender must loan. Rather, the "Amount of Seller Financing" is drafted as if all of the sellers will collectively lend all of the money.

99. Thus, essential terms of any agreement to lend – the identity of the required lender and the amount to be lent – are absent from the 2008 ROFR.

B. Use of the Phrases "Hotel Properties" and "JQH Subject Hotels" Is Vague

100. Hotel Properties is defined broadly in the 2005 ROFR to include hotels, land, and equity interests owned from time to time, while JQH Subject Hotels is defined as specific Hotel

Properties set out on Exhibit A to the 2005 ROFR, along with any direct or indirect interests in

Hotel Properties "now or hereafter acquired by JQH." See 2005 ROFR pg. 2, § 1.1. Thus, to the extent JDH intended a difference in the definitions between Hotel Properties and JQH Subject

Hotels, it appears from plain reading that no such difference may exist.

101. Accordingly, an essential term of an agreement to lend – the asset that gives rise to the loan – is vague and ambiguous.

C. Provisions Regarding Equity Investment Are Vague

102. Under Schedule 2, the borrower is defined in the singular as "the owner of 100% of the equity in the SPV . . . acquiring the JQH Subject Hotel" as well as "the Sponsor Entity

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 231 18 of 39252 acquiring the JQH Subject Hotel."

103. Yet, at the same time, the borrower must fund equity in the buyer, but the equity is defined in the plural:

on an aggregate and cumulative basis, the purchasers of the applicable JQH Subject Hotels must fund as equity in connection with the purchase of the JQH Subject Hotels, an aggregate minimum amount at least equal to 10% of the amount by which the All-In Purchase Price paid or payable for all JQH Subject Hotels exceeds the initial applicable senior acquisition financing obtained (or assume) by the purchasers of all JQH Subject Hotels . . . .

104. As a result of these ambiguities, (a) the equity contribution might be $0 for a given hotel, and (b) for any given sale of a JQH Subject Hotel, it would not be possible to calculate the amount of the equity investment.

105. Thus, an essential term of the agreement to lend – the amount of equity that must be funded for any single hotel sale – cannot be calculated.

106. Schedule 2 further provides that "[i]n no event following the closing of the acquisition of a JQH Subject Hotel shall the borrower under the seller financing refinance any senior financing for an amount in excess of the greater of 67.5% of the All-In-Purchase Price; or

(b) the balance of the senior financing at the time of the purchase of the JQH Subject Hotel."

107. The phrase "senior financing" is not defined. But, in the collateral section, the seller financing to be provided by the Debtors is to be subordinate to the existing "first mortgage financing on the applicable JQH Subject Hotel." The collateral section also uses the phrase

"senior lender." Thus, it is unclear if senior financing has the same meaning as senior lender and first mortgage financing or if the phrases mean something different.

108. The Collateral section also provides that if the "senior lender" imposes certain prohibitions, the seller loan will be "structured as preferred equity or other reasonably acceptable structure which meets the requirements of the applicable senior lender."

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 232 19 of 39252 109. Finally, the only "repayment" provision appears in the Interest Rate section of

Schedule 2 that provides for interest only for 5 years.

110. Taken together, these provisions are ambiguous in that: (a) it is unclear who the senior lender is; (b) the loan might be nothing more than equity in a single asset SPV used by

JDH to purchase a JQH Subject Hotel but under Schedule 2, it is impossible to determine if there is a loan at issue, or a purchase of equity, (c) if it is a purchase of equity, there are no provisions for the repayment of the equity investment, and (d) it is unstated how refinancing of the "senior financing" could be effected since, undoubtedly, the 67.5% limit will always be less than the balance owing to the existing mortgage debt.

111. Furthermore, essential terms of the agreement to lend – whether it is truly a loan, how and when any equity investment would be repaid, and whether the senior lender is the same or different as the provider of senior financing and first mortgage lending are the same party or different parties – are ambiguous and cannot be determined.

D. Additional Lending Terms Are Missing

112. Schedule 2 identifies the events of default only as "Customary" and non-financial covenants as "within the reasonable discretion of the Lender."

113. Neither is sufficiently definite to constitute valid essential terms of the agreement to lend.

E. Summary

114. Because of the inconsistencies and ambiguities in Schedule 2 and the ROFR, the obligation to provide the 22.5% Loan is unenforceable because it is fatally ambiguous, the terms of the 22.5% Loan are not reasonably certain, and the provisions related to the 22.5% Loan fail to manifest assent to the terms of the 22.5% Loan.

115. Accordingly, the provisions of the 22.5% Loan are unenforceable under

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 233 20 of 39252 applicable law and the JDH Claims should be disallowed and expunged to the extent that they seek payment of damages for the 22.5% Loan Claim.

COUNT XIV. CLAIMS FOR AMOUNTS "NOT YET QUANTIFIABLE" AND "NOT LESS THAN" ARE UNENFORCEABLE.

116. As JDH advises this Court regularly, prior to the Commencement Date, it had been litigating with the Debtors in Delaware for years and was weeks away from trial when the

Debtors sought bankruptcy protection. As the Court is also aware, JDH has been litigating with the Debtors regularly in this Court since the Commencement Date.

117. Despite being ready for trial in Delaware, each of the Claims, however, asserts an undisclosed amount for damages JDH alleges are "not yet quantifiable."

118. Similarly, each of the Claims asserts damages in amounts "not less than" which results in proof of claims for indeterminate amounts. The alleged damages are for breach of contract and as a result, are not contingent or unliquidated. As filed, the Claims set forth no definitive amounts that JDH seeks to have allowed as a claim in these cases.

119. There is no basis for JDH to assert a "placeholder" claim for "indeterminate" and

"not less than" amounts. JDH was weeks away from trial in Delaware and has had years lead in up to the trial to determine the extent of its alleged damages.

120. Since JDH purports to itemize its damages in the Claims, any attempt to assert damages in amounts not itemized should be summarily disallowed and expunged as there is no basis after the Bar Date Order to assert indeterminate amounts. Furthermore, the phrase in the claims "not less than" and "not yet quantifiable" should be stricken as improper assertions in a proof of claim. Rather, JDH should be held to pursue allowance of its Claims only to the extent of actual dollar amounts set forth in the Claims and should be barred from seeking more money at some later time.

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 234 21 of 39252 COUNT XV. THE CLAIMS FOR BROKER FEES, SELLER FINANCING FEES AND COSTS ARE SPECULATIVE

121. A fundamental precept of contracts is that damages may only be allowed if they meet the threshold of certainty. Said another way, estimates and claims for speculative and uncertain amount of damages must be disallowed.

122. Here, claims for broker fees, seller financing fees and costs, are completely speculative and lack the requisite certainty.

123. Such damages for speculative amounts do not constitute properly filed proofs of claim, and as such, the JDH Claims should be disallowed and expunged under § 502(b) of the

Bankruptcy Code.

COUNT XVI. CLAIMS FOR FEES, COSTS AND EXPENSES SHOULD BE DISALLOWED

124. In each Pre-Petition Claim, JDH seeks payment of "no less than" $9 million allegedly for costs and expenses it incurred pre-petition (the "Fees and Costs Claim").

125. Any claim for any amount of attorneys' fees, costs and expenses is subject to this

Court's review for reasonableness.

126. Therefore, before any party can determine what if any portion of the Fees and

Costs Claim might properly be included in an allowed Pre-Petition Claim, JDH should first have to file detailed, unredacted billing statements explaining to the Court and the parties what work was performed, by whom, and why it was performed (the "Predicate") and allow such a request to be reviewed in the light of day.

127. As currently filed, because it is based on a writing, the Fees and Costs Claim fails on its face in each Claim and should be summarily denied as the Claims lack the Predicate and offer no evidence of how much is owed. See Fed. R. Bankr. P. 3001(c)(1).

128. Moreover, the Fees and Costs Claims are duplicates because the amount of "no

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 235 22 of 39252 less than" $9 million appears in each of the 76 Pre-Petition Claims filed by JDH. Thus, in the aggregate, JDH appears to take the position that it has incurred Fees and Costs Claims totally at least $684 million (76 x $9 million).

129. The Pre-Petition Claims should be disallowed and expunged to the extent of the

Fees and Costs Claims because on their face, they seek allowance of amounts in the aggregate that far exceed any reasonable amount that could possibly have been incurred by JDH.

130. In addition, the words "not less than" contained in the Pre-Petition Claims should be disregarded and expunged and JDH should be barred from asserting Fees and Costs Claims for amounts other than as set forth in the Pre-Petition Claims.

131. Moreover, no fees, costs and expenses should be permitted for the many tasks that

JDH undoubtedly paid for in attempting to enforce an unenforceable.

132. For these reasons, as a matter of law, the JDH Claims should be disallowed to the extent they seek Fees and Costs Claims.

COUNT XVII. PRE-JUDGMENT INTEREST ASSERTED IN THE PRE- PETITION CLAIMS MUST BE DISALLOWED

133. The Pre-Petition Claims seek $13.3 million of "pre-judgment interest" but the Pre-

Petition Claims provide no basis for the entitlement to pre-judgment interest, and the ROFR provides not basis for the collection of interest, let alone pre-judgment interest.

134. Moreover, the Pre-Petition Claims offer no insight into the calculation of $13.3 million including the interest rate, the basis for the interest rate, and the time after which interest allegedly began to run.

135. Furthermore, the pre-judgment interest claim is for an indefinite amount because it seeks " not less than $13.3 million."

136. For these reasons, the Pre-Petition Claims fail to set out a valid claim for pre-

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 236 23 of 39252 judgment interest and the claim for pre-judgment interest should be disallowed.

COUNT XVIII. JDH CLAIMS ASSERTING INTERESTS IN LAND ARE UNENFORCEABLE

137. Each JDH Claim checks the box "no" in response to question 9 asking if the claim is secured. Yet, the JDH Claims appear to suggest that JDH seeks something other an unsecured claims because JDH claims the ROFR gave it interests in the real estate that was the subject of the ROFR (the "Land Claim").

138. Here, JDH refers to no authority on which it could assert a Land Claim in light of the § 365 rejection of the ROFR and concedes its Claims are unsecured.

139. Upon the rejection of the ROFR, JDH had no interest in any of the land that was the subject of the ROFR and therefore, as a matter of law, the Land Claims should be rejected and the JDH Claims should be disallowed and expunged to the extent they attempt to assert anything other than an unsecured claim.

COUNT XIX. CLAIMS THAT ASSERT A RIGHT TO AMEND OR THAT RESERVE RIGHTS ARE UNENFORCEABLE.

140. The Claims each contain no less than a four-page reservation of rights that range from an attempt to reserve the right to amend the Claims, recalculate amounts allegedly owing, disclaim any waivers, and challenge this Court's jurisdiction (the "Reservation of Rights

Claims").

141. The Reservation of Rights Claims are improper. JDH filed the Claims and thereby submitted itself to the jurisdiction of this Court to resolve any objections to the Claims.

The Claims objection process is a core proceeding and JDH cannot file the Claims and seek allowance and payment while at the same time purporting to reserve rights, object to jurisdiction, and file additional proofs of claim after the Bar Date.

142. As the Court is aware, because of the litigation commenced by JDH in these

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 237 24 of 39252 bankruptcy cases, and the many positions and appeals taken by JDH, the Debtors are now on a fairly short timeline to file and confirm a plan. The Debtors expect that their principal adversary,

JDH, will actively oppose plan confirmation efforts.

143. Because of the 2005 Bankruptcy Code amendments, there is now a shortened time frame for exclusivity under § 1121 of the Bankruptcy Code and the need for a hard and fast bar date is even more important in cases of this size.

144. Confirmation of the plan in this case may very well turn on the extent of JDH's allowed claims, if any, and as a result, JDH should be required to defend the Claims it filed as it filed them, rather than amended and thereby put at risk the ability of the Debtors to file and confirm a plan within the remaining § 1121 exclusive periods.

145. To the extent JDH would attempt to file amended claims, it would need court approval and relief from the Bar Date Order and the Debtors reserve the right to oppose any such effort.

146. In short, JDH has no right to reserve or amend anything. It has no right to recalculate or amend claims and if wants to do so, must seek Court approval.

147. As a matter of law, the Reservation of Rights Claims should be disallowed and expunged and stricken from the Claims.

COUNT XX. JDH IS ESTOPPED AND BARRED FROM CALCULATING DAMAGES BASED ON VALUES THAT ARE SIGNIFICANTLY HIGHER THAN THE VALUES JDH USED IN THE DCC ACTION.

148. The Rejection Claims appear to be calculated based on values of assets that are significantly higher than the values JDH used in the DCC litigation.

149. For example, the Loan Claims are each $261.7 million, and the 20% Penalty claims are each $290.8 million, both of which JDH asserts are based on the Debtors' values, not

JDH's values. See Claim at ¶¶ 1, 3, pg. 7-9. 25

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 238 25 of 39252 150. JDH should be estopped and barred from asserting damages based on the Debtors' values and rather should be required to calculate its alleged damages based on JDH's values.

151. Accordingly, the Debtors object to the JDH Claims to the extent the damages are calculated on the Debtors' valuation of their assets, rather than based on JDH's valuation of the

Debtors' assets.

COUNT XXI. DAMAGES BASED ON OBLIGATION TO CAUSE MORTGAGES AND FRANCHISE AGREEMENTS WITH THIRD PARTY LENDERS AND FRANCHISORS TO BE ASSUMABLE MUST BE DISALLOWED.

152. The JDH Claims seek damages pursuant to § 2.2(b) of the 2005 ROFR alleging that the Debtors had a duty to "make any mortgage . . . transferable to JDH without the consent of the lender" (the "Mortgage Transfer Claim").

153. In the 2008 ROFR, this provision was modified to require that the Debtors make only "commercially reasonable efforts" to obtain lender consents to have mortgages transferable to JDH.

154. "Commercially reasonable efforts" is significantly less than an absolute duty to obtain lender consents to have mortgages transferable to JDH. The JDH Claims misstate the

2008 ROFR provision at issue, and improperly suggest that there are damages merely by the failure to obtain lender consents.

155. Moreover, the Debtors believe that JDH is an approved transferee in its franchise agreements and no breach has occurred. If a breach has occurred, however, it is a breach without a remedy as the franchisor, not the Debtors, control the approval of any assignment of the franchise agreement and under the Lanham Act, have the right to bar JDH from approval as an assignee of the franchise agreements.

156. Moreover, the JDH Claims fail to attribute an amount of damages for the

Mortgage Transfer Claim and the Franchise Transfer Claim. 26

CORE/0836979.0002_0002/133305656.12CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 239 26 of 39252 157. The JDH Claims should be disallowed and expunged to the extent of the

Mortgage Transfer Claim and the Franchise Transfer Claim should be disallowed and expunged because: (a) the Debtors had no duty to obtain mortgagee consent and therefore, the failure to obtain consent is not a breach of the 2008 ROFR permitting the assertion of damages by JDH;

(b) no damages are appropriate with respect to the Franchise Transfer Claim ; and (b) they fail to attribute a specific amount of damages for each.

COUNT XXII. THE CLAIMS SHOULD BE DISALLOWED TO THE EXTENT THEY SEEK DAMAGES RELATING TO ASSETS OTHER THAN THOSE SET FORTH ON "ANNEX A"

158. In the DCC, JDH set forth the Debtors' assets for which they sought specific performance in an attachment to its Amended Complaint entitled "Annex A."

159. Thus, in the DCC, JDH sought to enforce its alleged remedies under the ROFR with respect only to the Annex A assets.

160. The JDH Claims should be disallowed and expunged to the extent they seek damages for any assets other than the Annex A assets.

COUNT XXIII. OBJECTIONS TO THE MISCELLANEOUS CLAIMS

161. The Debtors object to the Miscellaneous Claims as follows and ask the Court to disallow and expunge these claims.

Atrium Gaming Claim

162. Atrium Gaming, LLC filed Claim No. 600-1 against the Trust in the amount of

$687,723 (the "AG Claim").

163. The AG Claim provides no explanation to support the amount of the claim, how it was calculated, or the basis for recovery. Rather, the AG Claim merely states that it is based on

"Contract, Breach of Contract, Equitable Relief, Purchase Price Adjustment."

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 240 27 of 39252 164. The AG Claim should be disallowed and expunged on its face for its failure to provide any explanation whatsoever for the asserted amount.

165. In addition, the Asset Purchase and Sale Agreement attached to the AG Claim

(the "TKE APA") is between Atrium Gaming, LLC as the buyer and John Q. Hammons, individually and T-K Enterprises as Sellers. Neither Mr. Hammons individually nor T-K

Enterprises are debtors in these bankruptcy cases and Atrium Gaming is not a third party beneficiary of any provision in the applicable Trust documents. Accordingly, the AG Claim on its face should be expunged and disallowed because the Trust owes no money alleged to be owed pursuant to the AG Claim.

166. All or a portion of the AG Claim is further barred by the applicable statute of limitations.

167. To the extent that the AG Claim attempts to reserve rights and assert amounts that are placeholders, estimates, or are for an amount "no less than," the Trust objects to the claim as such reservations, estimates and placeholder calculations are improper, and the Trust incorporates the objections set out in Counts XIV and XIX hereof.

168. The Trust further asserts, to the extent that it is somehow obligated under the TKE

APA, that it breached no contract, no damages are owed under the TKE APA, Atrium Gaming is entitled to no equitable relief, and no purchase price adjustment is appropriate or warranted.

Eastgate Claim

169. Eastgate Funding LLC ("Eastgate") filed claim No. 601 against the Trust in the amount of $2,400,876 (the "Eastgate Claim") asserting as the basis "contract, Breach of Contract,

Equitable Relief." The Addendum to the Eastgate Claim asserts that the amount of the Eastgate

Claim is based on the breach of the ROFR described above in an amount "not less than

$2,400,876" which apparently is 20% of the purchase price paid by Eastgate to buy the subject 28

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 241 28 of 39252 hotel.

170. To the extent that the Eastgate Claim is based on the ROFR, the Debtors object to the Eastgate Claim for the reasons set forth in Counts I, VI, VIII and IX above which are adopted and incorporated herein. To the extent that the Eastgate Claim attempts to reserve rights and assert amounts that are placeholders, estimates, or are for an amount "no less than," the Trust objects to the claim as such reservations, estimates and placeholder calculations are improper, and the Trust incorporates the objections set out in Counts XIV and XIX hereof.

171. In addition, the Eastgate Claim fails to attach to it any of the relevant purchase agreements upon which the claim is based, and fails to provide the predicate for why it should be allowed under applicable state law and why the claim has not been waived. As such, the

Eastgate Claim is not properly filed and should be disallowed and expunged.

172. Furthermore, the Trust is not a party to the purchase contract between Eastgate and Mr. Hammons, Eastgate is not a third party beneficiary of any provisions in the operative

Trust document and as such, the Eastgate Claim is not a proper claim against the Trust.

173. The Trust further asserts, to the extent that it is somehow obligated under the relevant purchase agreements, that it breached no contract, no damages are owed under the purchase agreements, and Eastgate is entitled to no equitable relief.

Jonesboro Funding

174. Jonesboro Funding LLC ("Jonesboro") filed Claim 602 against the Trust in the amount of $2,229,832 (the "Jonesboro Claim"), asserting as the basis "contract, Breach of

Contract, Equitable Relief." The Addendum to the Jonesboro Claim asserts that the amount of the Jonesboro Claim is based on the breach of the ROFR described above in an amount "not less than $2,229,832" which apparently is 20% of the purchase price paid by Jonesboro to buy the

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 242 29 of 39252 subject property.

175. To the extent that the Jonesboro Claim is based on the ROFR, the Debtors object to the Jonesboro Claim for the reasons set forth in Counts I, VI, VIII and IX above which are adopted and incorporated herein. To the extent that the Jonesboro Claim attempts to reserve rights and assert amounts that are placeholders, estimates, or are for an amount "no less than," the Trust objects to the claim as such reservations, estimates and placeholder calculations are improper, and the Trust incorporates the objections set out in Counts XIV and XIX hereof.

176. In addition, the Jonesboro Claim fails to attach to it any of the relevant purchase agreements upon which the claim is based, and fails to provide the predicate for why it should be allowed under applicable state law and why the claim has not been waived. As such, the

Jonesboro Claim is not properly filed and should be disallowed and expunged.

177. Furthermore, the Trust is not a party to the purchase contract between Jonesboro and Mr. Hammons, Jonesboro is not a third party beneficiary of any provisions in the operative

Trust document, and as such, the Jonesboro Claim is not a proper claim against the Trust.

178. The Trust further asserts, to the extent that it is somehow obligated under the relevant purchase agreements, that it breached no contract, no damages are owed under the purchase agreements, and Eastgate is entitled to no equitable relief.

Atrium TRS IV LP and/or Atrium Finance IV, L.P. Claims

179. Atrium TRS IV LP and/or Atrium Finance IV, L.P. filed identical claim No. 603 against the Trust and claim No. 604 against Civic Center Redevelopment Corp. ("CCRC") in the amount of $628,989.51 (the "Atrium TRS Claims") asserting as the basis "Contract, Breach of

Contract, Equitable Relief." The addendum to the Atrium TRS Claims asserts that the claims are for real estate taxes and utility charges owing by CCRC for a period of 20 years beginning

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 243 30 of 39252 March 1, 1994.

180. The Trust is not a party to the agreements referenced in the Atrium TRS Claims and the claimants are not third party beneficiaries of any provisions in the operative Trust document. Accordingly, the Atrium TRS Claims against the Trust on their face should be expunged and disallowed because the Trust owes none of the money alleged to be owed pursuant to the Atrium TRS Claims.

181. The Atrium TRS Claims fail to attach any of the relevant agreements upon which the claim is based and fail to provide the predicate for why it should be allowed under applicable state law, and why the claim has not been waived. As such, the Atrium TRS Claims are not properly filed and should be disallowed and expunged.

182. All or a portion of the Atrium TRS Claims are further barred by the applicable statute of limitations.

183. To the extent that the Atrium TRS Claims attempt to reserve rights and assert amounts that are estimates or are "no less than," the Trust and CCRC object to the claim as such reservations, estimates and placeholder calculations are improper, and the Trust and CCRC incorporate the objections set out in Counts XIV and XIX hereof.

184. The Trust and CCRC further assert that they breached no contract, no damages are owed under the applicable agreements, and the claimants are entitled to no equitable relief.

Conclusion

185. For these reasons, the Miscellaneous Claims should be disallowed and expunged.

VI.

THE DEBTORS REQUEST BINDING ESTIMATION UNDER 502(c)

186. In conjunction with this objection, the Debtors have filed a motion seeking binding estimation of the Claims for all purposes including plan voting, allowance, disallowance,

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 244 31 of 39252 and participation under a plan. The motion is incorporated herein by reference.

WHEREFORE, the Debtors pray that the Court enter an order disallowing and expunging the Claims in full through the § 502(c) estimation procedure and granting such other and further relief as is just.

Respectfully submitted,

STINSON LEONARD STREET LLP

By: ____/s/ Mark A. Shaiken______Mark Shaiken KS # 11011 Mark Carder KS # 11529 1201 Walnut, Suite 2900 Kansas City, MO 64106 Telephone: (816) 842-8600 Facsimile: (816) 691-3495 [email protected] [email protected]

COUNSEL FOR THE DEBTORS

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CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 247 34 of 39252 ! " Çw{ Lë [t ?" 2 Ç! w!&'! Ç" ( W v I ,,,/ ! " C ! Lë [t ! " Çw{ Lë [t ?" /& /! !" w!!&!+! /"+ ,,,/ ! " C ! Lë [t W5 I [[/ / W v I /! !" [[/ 2 W5 I [[/ I ( C" [[/ 2 W5 I [[/ 2 I ( !"0 [[/ 2 W5 I [[/ / /! "! I ! /"+" 2 W5 I [[/ I ( C" 0 [[/ 2 W5 I [[/ w" I [t 2 W5 I [[/ I ( w" [[/ 2 W5 I [[/ WvI ) t! D"&! 5!&!+! [[/ 2 W5 I [[/ , W+ w! ! ! / !" / L 2 W5 I [[/ , L !" / !" / L 2 W5 I [[/ ,/ I {+" / !" / L 2 W5 I [[/ , I+ / !" / L 2 W5 I [[/ ,2 I &! / !" / L 2 W5 I [[/ , WvI ) [ ë /ò 5!&!+! [[/ 2 W5 I [[/ , I ( /" [[/ 2 W5 I [[/ , WvI ) w !" / &! /! !" 5!&!+! [[/ 2 W5 I [[/ , Üt / !" / L 2 W5 I [[/ , WvI ) h0 / ."0 7 5!&!+! [[/ 2 W5 I [[/ ,, D! ! / ! I ! / !" / L 2 W5 I [[/ Ç ?/, / !" / L 2 W5 I [[/ / WvI ) b" 5!&!+! [[/ 2 W5 I [[/ { /"! / !" / L 2 W5 I [[/ 2 D! ! / ! / !" / L 2 W5 I [[/ WvI ) a"("!! '" 5!&!+! [[/ 2 W5 I [[/ {< C / &! ?!"! / !" / L 2 WvI ) [ ë / (!"! ! /! !" 5!&!+! W5 I [[/ [[/ 2 W5 I [[/ {DC)/" " / !" / L 2 W5 I [[/ C" 0 ?/"! ! / !" / L 2 W5 I [[/ , WvI ) [ ë LLL 5!&!+! [[/ 2 W5 I [[/ / w !" 9{ / !" / L 2 W5 I [[/ // C" { / !" / L 2 W5 I [[/ / / ! [0! [[/ 2 W5 I [[/ /2 w) h+!" / L 2 W5 I [[/ / 9 t!" / !" / L 2 W5 I [[/ / WvI ) b" 5!&!+! [[/ 2 W5 I [[/ / hY/ /" " / !" / L 2 W5 I [[/ / b" / !" / L 2 W5 I [[/ / WvI ) Y / 5!&!+! [[/ 2

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 248 35 of 39252 W5 I [[/ /, / " I ! / !" / L 2 W5 I [[/ a"("!! '" / !" / L 2 W5 I [[/ / WvI ) !! 5!&!+! [[/ 2 W5 I [[/ I ( w !" L 2 W5 I [[/ 2 I ( {< C [[/ 2 W5 I [[/ WvI ) { a" 5!&!+! [[/ 2 W5 I [[/ a 1 / !" / L 2 W5 I [[/ WvI ) D! ! !ù 5!&!+! [[/ 2 W5 I [[/ / " D( / !" / L 2 W5 I [[/ I ( Ç [[/ 2 W5 I [[/ , [&! / !" / L 2 W5 I [[/ 2 I ( b!7 a!< [[/ 2 W5 I [[/ 2/ WvI ) 9 t!" 5!&!+! [[/ 2 W5 I [[/ 2 I ( [ [[/ 2 W5 I [[/ 22 [ t { "!! / !" / L 2 W5 I [[/ 2 /& /! !" w!!&!+! /"+ 2 W5 I [[/ 2 I ( { /" [[/ 2 W5 I [[/ 2 WvI ) C { 5!&!+! [[/ 2 W5 I [[/ 2 [ ë 9{ / !" / L 2 W5 I [[/ 2 I ( h0 / [[/ 2 W5 I [[/ 2, / ! / !" / L 2 W5 I [[/ [ ë /ò / !" / L 2 W5 I [[/ / I ( I &! [[/ 2 W5 I [[/ W v I I ! a !! [[/ 2 W5 I [[/ 2 ."0 7 w! ! ! / !" / L 2 W5 I [[/ W v I I ! a !! LL [t 2 W5 I [[/ WvI ) / " 5!&!+! [[/ 2 W5 I [[/ Y/ w! ! ! / !" / L 2 W v I I ! a !! L W5 I [[/ /"+" 2 W5 I [[/ WvI ) [0! ( ! h1"0 5!&!+! [[/ 2 W5 I [[/ , W v I / [ I [[/ 2 W5 I [[/ !/[h{Ç [[/ 2 W5 I [[/ / W v I I ! 5!&!+! [[/ 2 W5 I [[/ I L 2 W5 I [[/ 2 WvI ) h ! 5!&!+! [[/ 2 W5 I [[/ Ç! w!&'! Ç" ( W v I 2 W5 I [[/ W / / !" / L 2 W5 I [[/ W v I C [[/ 2

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 249 36 of 39252 EXHIBIT B – HOTEL DEBTORS

Hotel Name: Owner Entity: Chateau on the Lake, Branson, Missouri Chateau Lake, LLC Embassy Suites, Huntsville, Alabama Hammons of Huntsville, LLC Embassy Suites, Lincoln, Nebraska Hammons of Lincoln, LLC Embassy Suites, Albuquerque, New Mexico Hammons of New Mexico, LLC Marriott Courtyard, Oklahoma City, Oklahoma Hammons of Oklahoma City, LLC Sheraton Hotel, Sioux Falls, South Dakota Hammons of Sioux Falls, LLC Residence Inn, Charleston, South Carolina Hammons of South Carolina, LLC Renaissance Hotel, Tulsa, Oklahoma Hammons of Tulsa, LLC Embassy Suites, Hot Springs, Arkansas John Q. Hammons Fall 2006, LLC Marriott Courtyard, Junction City, Kansas John Q. Hammons Fall 2006, LLC Holiday Inn Express, Springfield, Missouri John Q. Hammons Fall 2006, LLC Embassy Suites, Frisco, Texas John Q. Hammons Fall 2006, LLC Embassy Suites, Hampton, Virginia John Q. Hammons Fall 2006, LLC Marriott Courtyard, Allen, Texas JQH – Allen Development, LLC Embassy Suites, Concord, North Carolina JQH – Concord Development, LLC Embassy Suites, East Peoria, Illinois JQH – East Peoria Development, LLC Marriott Courtyard, Fort Smith, Arkansas JQH – Ft. Smith Development, LLC Renaissance Hotel, Glendale, Arizona JQH – Glendale, AZ Development, LLC Residence Inn Airport, Kansas City, Missouri JQH – Kansas City Development, LLC Marriott Courtyard, La Vista, Nebraska JQH – La Vista CY Development, LLC Embassy Suites, La Vista, Nebraska JQH – La Vista III Development, LLC Embassy Suites, Murfreesboro, Tennessee JQH – Murfreesboro Development, LLC Marriott, Normal, Illinois JQH – Normal Development, LLC Embassy Suites, Norman, Oklahoma JQH – Norman Development, LLC Residence Inn Downtown / Bricktown, JQH – Oklahoma City Bricktown Oklahoma City, Oklahoma Development, LLC Embassy Suites, Northwest Rogers, Arkansas JQH – Rogers Convention Center Development, LLC Embassy Suites, San Marcos, Texas JQH – San Marcos Development, LLC Embassy Suites, Franklin, Tennessee Richardson Hammons, LP Renaissance Hotel, Richardson, Texas Richardson Hammons, LP Marriott Courtyard Airport, Springfield, Richardson Hammons, LP Missouri Residence Inn, Springfield, Missouri Richardson Hammons, LP Embassy Suites, St. Charles, Missouri Richardson Hammons, LP Embassy Suites, Loveland, Colorado Revocable Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated Residence Inn, Joplin, Missouri Revocable Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated University Plaza Hotel, Springfield, Missouri Revocable Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 250 37 of 39252 EXHIBIT C – SINGLE-ASSET DEBTORS

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 251 38 of 39252 EXHIBIT D – REMAINING DEBTORS

ACLOST, LLC John Q. Hammons Hotels Management, LLC Bricktown Residence Catering Co. Inc. John Q. Hammons Hotels Management I Corporation City Centre Hotel Corporation John Q. Hammons Hotels Management II, L.P. Civic Center Redevelopment Corp. Joplin Residence Catering Co. Inc. Chateau Catering Co. Inc. JQH - La Vista Conference Center Development, LLC Concord Golf Catering Co. Inc. JQH - Lake of the Ozarks Development LLC Concord Hotel Catering Co. Inc. JQH - Olathe Development, LLC East Peoria Catering Co. Inc. JQH - Pleasant Grove Development LLC Fort Smith Catering Co. Inc. Junction City Catering Co., Inc. Franklin/Crescent Catering Co. Inc. KC Residence Catering Co., Inc. Glendale Coyotes Catering Co. Inc. La Vista CY Catering Co., Inc. Glendale Coyotes Hotel Catering Co. Inc. La Vista ES Catering Co., Inc. Hammons, Inc. Lincoln P Street Catering Co., Inc. Hammons of Arkansas, LLC Loveland Catering Co., Inc. Hammons of Colorado LLC Manzano Catering Co., Inc. Hammons of Franklin, LLC Murfreesboro Catering Co., Inc. Hammons of Frisco, LLC Normal Catering Co., Inc. Hammons of Richardson, LLC OKC Courtyard Catering Co., Inc. Hammons of Rogers, Inc. R-2 Operating Co., Inc. Hampton Catering Co. Inc. Rogers ES Catering Co., Inc. Hot Springs Catering Co. Inc. SGF-Courtyard Catering Co., Inc. Huntsville Catering, LLC Sioux Falls Convention/Arena Catering Co., Inc. International Catering Co. Inc. St. Charles Catering Co., Inc. John Q. Hammons 2015 Loan Holdings, LLC Tulsa/169 Catering Co., Inc. John Q Hammons Center, LLC U.P. Catering Co., Inc. John Q. Hammons Hotels Development, LLC

CaseCase 16-21142 16-21142 Doc# Doc# 1583 1251 Filed Filed 12/20/17 08/30/17 Page Page 252 39 of 39252