TRP Brands LLC

UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
In re: 	) 	Case No. 24 B 1529
) 	(Jointly administered)
TRP BRANDS LLC, 	) 	Chapter 11
)
Debtor. 	) 	Judge David D. Cleary
MEMORANDUM OPINION
This matter comes before the court on the motion of the Creditor Trustee for an order (I)
construing the amended joint chapter 11 plan and confirmation order regarding the insulation of
trust assets from administrative claims and (II) enforcing the mandatory funding obligations of
the Reorganized Debtors, the backstop commitment party, and the other Berman-related parties
(“Trustee Motion”). Four parties filed responses: (1) Korpack, Inc.; (2) STORE SPE AVF II
2017-2, LLC; (3) Gensburg Calandriello & Kanter, P.C.; and (4) Furniture Asset Partners LLC
(“FAP”). National Shopping Plaza filed a joinder to three of the four responses. The Creditor
Trustee filed an omnibus reply (“Reply”) to all of the responses. For the reasons stated below,
the court will deny the Trustee Motion.
I. 	INTRODUCTION
Under the confirmed liquidation plan, the Creditor Trustee acts as a fiduciary for the
beneficiaries of the Creditor Trust, administering the plan in accordance with its terms and
making distributions to Allowed Administrative Claimants, Allowed Priority Claimants, Class 2
Claimants and Class 3 Claimants. See EOD 584, Arts. I(1)(ii) (defining “Creditor Trustee”) and
IV(12).
The Creditor Trustee contends that the definition of Creditor Trust Assets controls the
distribution process to Holders of Allowed Claims and that definition contains a structural
allocation of trust assets to be divided among claimants. As a result, the Creditor Trustee argues
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that the assets of the Creditor Trust do not fund distributions to Holders of Allowed
Administrative Expense Claims.
Not true. The Plan clearly contains separate provisions setting forth the treatment of
claims and the method of distribution, once the claims are allowed. See id., Arts. II, III and IV.
These distributions are funded from the Creditor Trust Assets and distributed in accordance with
the priorities of the Bankruptcy Code. See id., Art. IV(12). Distribution to Holders of Allowed
Administrative Expense Claims is reinforced by the terms of the Creditor Trust Agreement which
confirms that distribution of the trust assets shall be consistent with the priorities of the
Bankruptcy Code and repayment of any Backstop Facility shall be made only after payment of
Allowed Administrative Expense Claims, but before Allowed Unsecured Claims. See EOD 653,
Ex. A (“Creditor Trust Agreement”), § 5.6.
The Creditor Trustee’s request to compel funding of the Backstop Facility fares no better.
The Creditor Trustee provided no evidence of the Creditor Trust’s assets and liabilities as of the
measuring date in the Backstop Facility Commitment Letter – information required to trigger
funding obligations. Although § 1142 of the Bankruptcy Code permits a court to issue orders
necessary for implementation, courts “should refrain from issuing orders directing or authorizing
third parties to take action unless the action specifically is called for by the terms of the plan[.]”
8 Collier on Bankruptcy ၁ 1142.03 (16th 2026). Without evidence that the conditions for
triggering the commitment under the Plan terms are present, the court will not order a party to
finance the Backstop Facility.
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II. 	BACKGROUND
On February 2, 2024, TRP Brands LLC (“TRP”) and The RoomPlace Furniture and
Mattress LLC (“RoomPlace” and collectively, “Debtors”) filed voluntary petitions for relief
under chapter 11 of the Bankruptcy Code.
For more than one hundred years, The RoomPlace has been serving the
Chicagoland community with a mission of helping families design and furnish the
home of their dreams. The company’s roots date back to 1912 when Sam
Berman, grandfather of the current CEO, opened Harlem Furniture on Harlem
Ave. in Chicago’s West Town neighborhood. The family-owned business
operated as a single store until 1985 when it began to expand in the Chicagoland
area. As the company grew to 20 locations, it rebranded as The RoomPlace in
2001.... As of the Petition Date, The RoomPlace operated 27 retail stores in
Illinois, Indiana, and Wisconsin[.]
Joint Disclosure Statement for Chapter 11 Plan of Reorganization of TRP Brands LLC and The
RoomPlace Furniture and Mattress LLC (“Disclosure Statement”), EOD 585, § III(A)(1). FAP, a
Berman-Related Entity, was the Debtor’s primary secured creditor and provided use of cash
collateral during these cases.
On September 24, 2024, the Debtors, FAP and the Official Unsecured Creditors
Committee (“Committee”) filed a motion (“Motion to Approve Compromise”) seeking court
approval for a compromise (“Global Settlement Agreement”) reached by and among those
parties as well as the Berman-Related Entities.1 See EOD 388. The compromise served as one
piece of the puzzle necessary to complete a plan ready for confirmation.
Among other terms of the compromise, the Global Settlement Agreement defines “Net
Liquidation Proceeds” as “the cash proceeds from the liquidation of the Debtors’ assets … net of
1 The Motion to Approve Compromise states that the “Berman-Related Entities” are defined in the Global
Settlement Agreement. They are not. The Global Settlement Agreement does define the “Berman Released
Entities” as Bruce Berman, Valerie Berman-Knight, FAP, TRP Holdings, Inc., TRP Transportation, LLC, Berman
Enterprises, LLC, Furniture Worx LLC, BLB Investment Enterprises, Inc., BBPI, L.L.C., BBPII, L.L.C., BBPIV,
L.L.C., BBPV, L.L.C. and BBPVII, L.L.C. and their respective employees, agents, members, partners, shareholders,
attorneys, heirs, successors and assigns. See EOD 388, Ex. A, § 1(e). These are the same parties who are defined in
the Plan as the Berman-Related Entities. See EOD 584, Art. I(1)(p).
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(i) all ordinary and necessary expenses of conducting the Store Closing Sales including, but not
limited to, payments under any Closing Store Bonus Plan, (ii) accrued and unpaid postpetition
non-Professional payables existing as of the beginning of the Store Closing Sales for the
reasonable, necessary costs and expenses of preserving the Estates, and (iii) any Professional
Fees and expenses payable under the Monthly Professional Compensation Order.” It also
provides that the settling parties will support entry of an order, including an order confirming a
plan, that provides “the first $500,000 of Net Liquidation Proceeds will be paid to the Debtors
and their Estates free and clear of FAP’s liens[.]” See id., Ex. A, §§ 1(m) and 4(a).
The court entered an order approving the Motion to Approve Compromise on October 28,
2024. See EOD 437 (“Compromise Order”). On June 11, 2025, the court confirmed the
Amended Joint Chapter 11 Plan of Reorganization of TRP Brands LLC and The RoomPlace
Furniture and Mattress, LLC (“Plan”). See EOD 584, 661 (“Confirmation Order”).
A. The Plan: Claim Treatment
The Plan provides for establishment of a creditor trust and distribution of the trust assets
pursuant to the terms of the Plan and Creditor Trust Agreement. See Plan, Art. IV(12). In Article
II, the Plan describes the treatment of administrative, professional, and priority claims. Section 1
states in part that Holders of Allowed Administrative Expense Claims “shall be paid (a) on the
Effective Date, an amount, in Cash, by the Debtor equal to the Allowed Amount of its
Administrative Expense Claim, in accordance with Section 1129(a)(9)(A) of the Bankruptcy
Code, or (b) under such other terms as may be mutually agreed upon by both the Holder of such
Allowed Administrative Expense Claim and the Debtor, or (c) as otherwise ordered by a Final
Order of the Bankruptcy Court.” Id., Art. II(1)(a). Holder, Allowed Claim and Administrative
Expense Claim are all defined terms in the Plan. Id., Art. I(1)(a), (d) and (hhh).
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In Article III, § 2(b), the Plan provides that each Holder of an Allowed Class 2 Claim
(General Unsecured Claims) “shall receive a beneficial interest in the Creditor Trust, entitling
such Holder of an Allowed Class 2 Claim to a Pro Rata share of the distribution from the
Creditor Trust[.]” Id., Art. III(2)(b).
In relevant part, the Plan defines “Holder” to mean “(a) as to any Claim, (i) the owner or
holder of such Claim as such is reflected on the Proof of Claim filed with respect to such Claim,
or (ii) if no Proof of Claim has been filed with respect to such Claim, the owner or holder of such
Claim as such is reflected on the Schedules or the books and records of the Debtors or as
otherwise determined by order of the Bankruptcy Court[.]” Id., Art. I(1)(hhh). As for “Claim,”
the Plan provides that it has the same meaning as it does in the Bankruptcy Code. Id., Art.
I(1)(v).
The Plan defines Allowed Claims to include both Allowed Administrative Expense
Claims and Allowed Unsecured Claims:
“Allowed Claim” means a Claim or that portion of a Claim which is not a
Disputed Claim or a Disallowed Claim and (a) as to which a Proof of Claim was
filed on or before the Bar Date or the Governmental Unit Bar Date, as applicable,
or, by order of the Bankruptcy Court, was not required to be so filed, or (b) as to
which no Proof of Claim was filed on or before the Bar Date or the Governmental
Unit Bar Date, as applicable, but which has been or hereafter is listed by the
Debtors in the Schedules as liquidated in amount and not disputed or contingent,
and, in the case of subparagraph (a) and (b) above, as to which either (i) no
objection to the allowance of such Claim has been filed within the time allowed
for the making of objections as fixed by the Plan, the Bankruptcy Code, the
Bankruptcy Rules, or an order of the Bankruptcy Court, or (ii) any objection as to
the allowance of such Claim has been settled or withdrawn or has been overruled
by a Final Order. “Allowed”, when used as an adjective herein (such as Allowed
Administrative Expense Claim, Allowed Priority Tax Claim, Allowed Priority
Claim, Allowed Secured Claim, and Allowed Unsecured Claim), has a
corresponding meaning.
Id., Art. I(1)(d).
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B. The Creditor Trust
At § 14 of Article IV, the Plan provides that on or prior to the Effective Date, the Debtors
will establish the creditor trust (“Creditor Trust”) and execute the Creditor Trust Agreement.
According to the Plan, “the Creditor Trustee shall hold the Creditor Trust Assets pursuant to the
terms of this Plan and the Creditor Trust Agreement by engaging in the following activities: (a)
pursuing the Causes of Action retained by the Creditor Trust; (b) making all required
Distributions to the beneficiaries provided for under the Creditor Trust Agreement; and (c) taking
other actions as may be necessary to effectuate any of the foregoing.” Id., Art. IV(14)(b).2 The
Creditor Trustee’s responsibilities include “monetizing the Creditor Trust Assets” and
“[o]bjecting to and resolving Disputed Claims[.]” Id., Art. IV(19)(a)(i)(ii).
The “Creditor Trust Assets” are defined in Article I, § 1(hh):3
“Creditor Trust Assets” means: (a) Cash sufficient to pay (i) in an amount equal
to $500,000 pursuant to Paragraph 4.a of the Global Settlement Agreement and, to
the extent necessary (ii) all ordinary and necessary expenses of conducting the
Store Closing Sales including, but not limited to, payments under any Closing
Store Bonus Plan, (iii) accrued and unpaid postpetition non-Professional payables
existing as of the beginning of the Store Closing Sales for the reasonable,
necessary costs and expenses of preserving the Estates, and (iv) any Professional
Fees and expenses payable under the Monthly Professional Compensation Order,
(b) Causes of Action including the Avoidance Actions (but excluding Causes of
Action related to assets which revest in the Reorganized Debtors pursuant to this
Plan, or pledged to FAP or represent proceeds of FAP’s collateral) and all
proceeds and recoveries thereof, (d) any Excluded Assets (as defined below) and
(e) solely related to the foregoing, copies of the books, records and files of the
Debtors and of their Estates, in all forms, including electronic and hard copy. For
the avoidance of doubt, the Creditor Trust Assets shall not include (1) the New
Membership Interests conveyed to FAP or the FAP Designee, (2) any Postpetition
claims or Causes of Action (other than Avoidance Actions and setoff claims) and
Causes of Action that have been expressly released, exculpated or waived by the
Debtors or their Estates pursuant to the Global Settlement Agreement, a Final
Order of the Bankruptcy Court, or pursuant to this Plan and (3) any assets that are
2 The definition of “Creditor Trust” in the Plan refers to Article IV, Paragraph 11. See Plan, Art. I(1)(ff). The
Creditor Trust is actually described in paragraph 14.
3 Section hh does not contain a subparagraph (c).
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encumbered by the security interest of FAP. Notwithstanding anything in the Plan
to the contrary, the Debtors’ Professionals’ documents shall not be transferred to
the Creditor Trust and shall not be Creditor Trust Assets, but shall be made
available upon reasonable request, solely to the extent that such documents are (i)
related to the Creditor Trust Assets, (ii) required to administer the Creditor Trust,
and (iii) not privileged.
Id., Art. I(1)(hh) (emphasis added). This definition of “Creditor Trust Assets” clearly sets
forth the assets included in the Creditor Trust and identifies assets to be excluded.
The Creditor Trust was created pursuant to Article IV(14) of the Plan and the
Confirmation Order, for the benefit of Holders. See id., Confirmation Order, and Creditor Trust
Agreement, § 2.1. The Creditor Trust Agreement defines “Holder” as “a holder of an Allowed
Claim under the Plan as determined from time to time.” Creditor Trust Agreement, § 1.2(c).
Each Holder acquired a Beneficial Interest in the Creditor Trust, defined as “the rights and
interests of each of the Holders in and to the Trust Estate.” Id., §§ 1.2(a) and 2.3.
The Creditor Trust Agreement further provides that Beneficial Interests would be
distributed to Holders as provided in the Plan. See id., § 3.1. Holders are “entitled to
distributions from the Creditor Trust pursuant to the priority afforded to the Claim of the Holder
by the Bankruptcy Code.” Id., § 3.2 (emphasis added).
C. Distributions
In Article IV, the Plan describes the means for its implementation. Section 2 sets forth
the “Sources of Consideration for Plan Distributions.”
The Debtors shall fund distributions under this Plan with: (i) Cash on hand,
including Cash from operations; (ii) the Creditor Trust Assets; (iii) the New
Membership Interests; and (iv) proceeds of the Backstop Commitment Letter.
Cash payments to be made pursuant to this Plan will be made by the Reorganized
Debtors or the Creditor Trustee, as applicable. The Reorganized Debtors shall be
entitled to transfer funds between and among themselves as they determine to be
necessary or appropriate to enable the Reorganized Debtors to satisfy their
obligations under this Plan.
Plan, Art. IV(2)(a) (emphasis added).
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Section 12 explains how distributions will be made under the Plan:
Distributions to Allowed Administrative Claimants, Allowed Priority Claimants,
Class 2 Claimants and Class 3 Claimants shall be made by the Creditor Trustee
from the Creditor Trust Assets. The Plan will be implemented by, among other
things, the establishment of the Creditor Trust, the transfer to the Creditor Trust of
the Creditor Trust Assets, and the making of Distributions by the Creditor Trustee
in accordance with the Plan and the Creditor Trust Agreement.
Id., Art. IV(12) (emphasis added).
The Plan also clearly permits all entities that hold claims to enforce their claims against
the Creditor Trust unless specifically provided otherwise in the Plan. In Article IX, § 1(b), the
Plan includes an injunction, which states in relevant part:
Except as otherwise specifically provided in this Plan or the Confirmation Order,
all Persons or Entities who have held, hold or may hold Claims or Interests that
arose prior to the Effective Date and all other parties-in-interest, along with their
respective present or former employees, agents, officers, directors, principals,
representatives and Affiliates, are permanently enjoined, from and after the
Effective Date, from (i) commencing or continuing in any manner any action or
other proceeding of any kind with respect to any such Claim (including a Section
510(b) Claim) against or Equity Interest in the Reorganized Debtors or property
of the Reorganized Debtors, other than an action against the Creditor Trust to
enforce any right to a distribution pursuant to the Plan, (ii) the enforcement,
attachment, collection or recovery by any manner or means of any judgment,
award, decree or order against the Reorganized Debtors or property of the
Reorganized Debtors, other than an action against the Creditor Trust to enforce
any right to a distribution pursuant to this Plan, (iii) creating, perfecting or
enforcing any Lien or encumbrance of any kind against the Reorganized Debtors
or against the property or interests in property of the Reorganized Debtors, other
than an action against the Creditor Trust to enforce any right to a distribution
pursuant to this Plan or (iv) asserting any right of setoff, subrogation or
recoupment of any kind against any obligation due from the Reorganized Debtors
or against the property or interests in property of the Reorganized Debtors, with
respect to any such Claim or Equity Interest.
Id., Art. IX(1)(b) (emphasis added).
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D. Post Confirmation Implementation
On July 30, 2025, the Committee, the Debtors and FAP executed a letter confirming the
occurrence of the Plan’s effective date (“Effective Date Letter”). See EOD 1064 (“FAP
Objection”), Ex. B. These parties agreed
that (i) all conditions precedent to the Effective Date set forth in Article VIII of
the Plan have been satisfied or waived in accordance with the Plan; (ii) the
transfers of the Debtors’ assets on the Effective Date to the Creditor Trust or the
Reorganized Debtors shall occur as set forth on Schedule A attached hereto; and
(iii) on the date hereof, the Effective Date shall occur.
Id.
The Effective Date Letter included an attached Schedule A that provided a “Claims and
Cash Analysis.” This analysis allocated $500,000 described as “Global Settlement Agreement
Hold Back” to the Creditor Trust, as well as $12,207 in cash, to the Creditor Trust. It also
provided that the Creditor Trust was responsible for $512,207 in accounts payable described as
“Creditor Trust Admin Claims,” while the Reorganized Debtors were responsible for $876,284 in
“Reorganized Debtor Assumed Admin Claims.” All of those defined “Admin Claims” were
listed in a separate tab. Claims for 2024 February Stub Rent were not assigned to either the
Creditor Trust or the Reorganized Debtors. Fees for retained professionals were allocated
between the Creditor Trust (responsible for the 20% holdback balance) and the Reorganized
Debtors. Id.
As described earlier, among the “Sources of Consideration for Plan Distributions” were
the “proceeds of the Backstop Commitment Letter.” Plan, Art. IV(2)(a). The “Backstop
Commitment” is defined in the Plan as FAP’s commitment “to provide up to a maximum of
$150,000 of funding to the Creditor Trust on the Effective Date in accordance with the terms of
the Backstop Commitment Letter.” Id., Art. I(1)(h). The Backstop Commitment Letter
documented the terms of this commitment, including:
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(i) maximum backstop loan amount of $150,000.00 for working capital
requirements of the Creditor Trust; (ii) a backstop fee of $10,000, payable only if
funds are drawn by the Creditor Trust; (iii) interest rate of 8% for any and all
loans drawn by the Creditor Trust; (iv) repayment of any loans drawn, the
backstop fee, and any interest accrued will be made from first available net
proceeds of Creditor Trust Assets after satisfaction of the Allowed Amount of any
Administrative Expense Claims, including the Allowed Administrative Expense
Claims of Professionals; provided that such backstop loan repayments shall be
made prior to any payments to Allowed General Unsecured Claims and other
amounts necessary for administration of the Creditor Trust.
Id., Art. I(1)(i).
The Backstop Commitment Letter further provided how the amount would be
determined. No later than 30 days after the Effective Date, if, “after taking into account the
transfer of Cash from the Debtors to the Creditor Trust … there is less than $150,000 of Cash
available in the Creditor Trust after paying or reserving appropriate amounts with respect to”
certain Creditor Trust obligations, then FAP would fund up to $150,000. FAP Objection, Ex. A,
§ 1.
In its response to the Trustee Motion, FAP does not dispute that the conditions necessary
to trigger its funding obligation under the Backstop Commitment Letter were satisfied on the
Effective Date. It contends that on July 30, 2025, in accordance with the terms of the Plan, it
sent the executed Backstop Facility Commitment Letter to the Committee and the Debtors,
committing to provide a backstop facility in an amount not to exceed $150,000 to the Creditor
Trust through the origination of an unsecured loan and evidenced by a promissory note. Id., ၁၁
15, 20 and Ex. A.
According to the FAP Objection, the parties agreed that the Creditor Trustee could call
the Backstop Commitment after the Effective Date, which would allow him to open a new bank
account. In the FAP Objection, FAP summarizes the timeline as follows:
a. September 15, 2025: Counsel to the Creditor Trust requested funding of the
Backstop Commitment.
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b. September 17, 2025: Counsel to FAP informed the Creditor Trust that (i) based
on the delay in drawing on the Backstop Commitment on the Effective Date, the
funds were invested and the Backstop Commitment could be made in full on
October 1, 2025, or in two parts, with $50,000 funded immediately and the
balance funded on October 1, 2025, and (ii) that the Creditor Trustee would have
to execute the Promissory Note before funding could occur. A copy of the
Promissory Note was provided to counsel to the Creditor Trust in that
communication.
c. October 1, 2025: FAP was ready and able to fund the Backstop Commitment,
but the Creditor Trustee did not respond or execute the Promissory Note.
d. October 9, 2025: Counsel to the Creditor Trust stated that “the Creditor Trust is
ready to execute the promissory note – could you send to me the updated for
execution?” In response, a revised draft of the Promissory Note was sent to the
Creditor Trust. Again, FAP was ready and able to fund the Backstop
Commitment, but the Creditor Trust failed to respond or execute the Promissory
Note.
e. December 17, 2025: 69 days passed before counsel to the Creditor Trust
addressed funding of the Backstop Commitment during a call. On that same day,
a draft of the Promissory Note was again sent to the Creditor Trustee and its
counsel. Comments were exchanged and wiring instructions sent. A final draft
was circulated on December 18, 2025. FAP was again ready and able to fund the
Backstop Commitment but, yet again, the Creditor Trustee failed to respond or
execute the Promissory Note.
f. April 28, 2026: 131 days after its last communication with respect to the
Backstop Commitment, the Creditor Trustee filed its Motion[.]
Id., ၁ 20 (footnotes omitted). The Creditor Trustee did not dispute these allegations in the Reply.
III. 	DISCUSSION
A. This Court has Jurisdiction to Enforce a Confirmed Plan
In the Trustee Motion, the Creditor Trustee asks the court to interpret the confirmed Plan
and to enforce certain funding provisions.
After confirmation of the plan, the purpose of a bankruptcy case, i.e., dealing
efficiently and expeditiously with all matters connected with the bankruptcy
estate, is diminished. The diminishment of the purpose effectively contracts the
1334 jurisdiction in the post-confirmation period. Indeed, bankruptcy subject
matter jurisdiction following confirmation of a chapter 11 plan has been described
as “sharply reduced,” and “limited.”
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In re Kmart Corp., 359 B.R. 189, 195 (Bankr. N.D. Ill. 2005) (citations omitted).
However, the court has “jurisdiction to interpret and enforce its own prior orders.”
Travelers Indem. Co. v. Bailey, 557 U.S. 137, 151 (2009). This includes the authority to enforce
the provisions of a confirmed plan, because “[a] bankruptcy court retains post-confirmation
jurisdiction to protect the confirmation order, to prevent interference with the execution of the
plan, and to aid in the plan’s operation.” In re Parkland Props., LLC, 605 B.R. 509, 513 (Bankr.
N.D. Ill. 2019). See also In re Kimball Hill, Inc., 61 F.4th 529, 533 (7th Cir. 2023) (“This
residual jurisdictional authority stems from the Bankruptcy Code through Title 28, which confers
subject matter jurisdiction on claims ‘arising under’ and ‘related to’ bankruptcy proceedings.”).
Moreover, Article X of the Plan provides that, “[n]otwithstanding the entry of the
Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall …
retain such jurisdiction over the Bankruptcy Cases and all Entities with respect to … the Plan as
is legally permissible[.]” Plan, Art. X(1)(a). See, e.g., Travelers, 557 U.S. at 151 (“What is
more, when the Bankruptcy Court issued the 1986 Orders it explicitly retained jurisdiction to
enforce its injunctions.”). Indeed, Article X § 1(a)(v) specifically provides that the court retains
jurisdiction to “decide or resolve any motions, adversary proceedings, contested or litigated
matters and any other matters … instituted by the Creditor Trustee after the Effective Date[.]”
Plan, Art. X(1)(a)(v).
As for the Creditor Trustee’s request to enforce funding obligations in the Plan, 11 U.S.C.
§ 1142 provides the court with statutory jurisdiction to:
direct the debtor and any other necessary party to execute or deliver or to join in
the execution or delivery of any instrument required to effect a transfer of
property dealt with by a confirmed plan, and to perform any other act, including
the satisfaction of any lien, that is necessary for the consummation of the plan.
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11 U.S.C. § 1142(b). Although the Creditor Trustee seeks specific performance, which is a
request for equitable relief, Fed. R. Bankr. P. 7001(g) permits him to proceed by contested matter
rather than adversary proceeding.
For all of these reasons, the court has jurisdiction to interpret and enforce its confirmation
order by resolving the Trustee Motion. The burden of proof is on the Creditor Trustee, as the
movant. The measure of the Creditor Trustee’s burden is the preponderance of the evidence
standard.
B. Plan Interpretation
As the Seventh Circuit has instructed its lower courts, “[a] confirmed plan of
reorganization is in effect a contract between the parties and the terms of the plan describe their
rights and obligations.” Ernst & Young LLP v. Baker O’Neal Holdings, Inc., 304 F.3d 753, 755
(7th Cir. 2002), overruled on other grounds by Moore v. Club Exploria, LLC, ___ F. 4th ___,
2026 WL 2409841 (7th Cir. Aug. 18, 2026). See also In re Res. Tech. Corp., 624 F.3d 376, 387
(7th Cir. 2010) (“[U]nlike a private contract, an agreement whose every provision has been
approved and therefore activated by court order requires court approval before it may be
modified.”) (quotation omitted).4 Therefore, principles of contract law apply to the interpretation
of a chapter 11 plan. “And the primary purpose of contract interpretation is to give effect to the
objective intent of the parties.” In re Airadigm Commc’ns, Inc., 616 F.3d 642, 664 (7th Cir.
2010) (emphasis added).
The plain meaning of a contract’s language governs its interpretation by Illinois courts.
See Util. Audit, Inc. v. Horace Mann Serv. Corp., 383 F.3d 683, 687 (7th Cir. 2004) (“Under
4 The Trustee writes: “Once an agreement is ‘approved and therefore activated by court order,’ a party may not
unilaterally modify its performance or ‘choose to comply with the order by some other means.’” Trustee Motion, ၁
39 (quoting Res. Tech., 624 F.3d at 382-83). The first quotation is found on page 387, not page 382. The second
quotation is not found in Resource Technology at all.
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Illinois law ... contract terms are interpreted according to their plain meaning unless otherwise
defined.”). If the meaning is clear, the court’s inquiry is over. See Air Safety, Inc. v. Tchrs.
Realty Corp., 706 N.E.2d 882, 884 (Ill. 1999) (“If the language of the contract is facially
unambiguous, then the contract is interpreted by the trial court as a matter of law without the use
of parol evidence.”).
1. 	The Plan does not insulate Creditor Trust Assets from Allowed Administrative
Expense Claims
Article I of the Plan contains definitions of terms used in the Plan. Section 1(hh) is the
definition for “Creditor Trust Assets.” The Creditor Trustee argues that the definition of
“Creditor Trust Assets” not only defines the assets of the Creditor Trust but also allocates certain
of those assets among the Holders of Allowed Claims entitled to distribution under the Plan. The
definition of Creditor Trust Assets clearly sets forth the assets to be included or excluded from
the Creditor Trust. The definition, however, does not allocate assets to certain creditors or
provide a distribution mechanism. To the contrary, the Plan separately provides for claim
treatment and implementation. See Plan, Arts. II (“Treatment of Administrative, Professional,
and Priority Claims”), III (“Classification and Treatment of Claims and Equity Interests”) and IV
(“Means For Implementation of the Plan”).
a. 	Article I, Section 1(hh) of the Plan defines Creditor Trust Assets
Despite the clear delineation of defined trust assets and the separate and dedicated
treatment and implementation sections of the Plan that follow the priorities of the Code, the
Creditor Trustee contends that the definition of Creditor Trust Assets allocates assets among the
creditors and thus modifies the specific treatment and implementation sections of the Plan. The
Creditor Trustee argues that to protect the proceeds of the causes of action vested in the Creditor
Trust “from being diluted by estate-level debts, Article I, Section 1(hh) of the Plan contains a
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critical, mandatory exclusion. It provides that the defined ‘Creditor Trust Assets’: ‘shall not
include … (ii) any Postpetition claims’.” Trustee Motion, ၁ 7.
Relying on this language, the Creditor Trustee argues that administrative expense claims
are “Postpetition claims” as used in § 1(hh), and therefore “the Plan’s plain language prohibits
these administrative expenses from being satisfied by, or even associated with, the Creditor Trust
Assets.” Id., ၁ 8. Three of the responses disagree with the Creditor Trustee’s reading of Article
I, § 1(hh). See EOD 1062, p. 3; EOD 1063, pp. 4-5; EOD 1065, ၁၁ 19-23.
The question before the court is whether the plain meaning of “Postpetition claims”
resolves this dispute. The court finds that it does.
The word “claim” itself has more than one definition. Interestingly, two of those
definitions are opposites. “Claim” is defined in the Bankruptcy Code as a right to payment or to
an equitable remedy:
The term “claim” means--
(A) right to payment, whether or not such right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured; or
(B) right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured, or unsecured.
11 U.S.C. § 101(5). In other words, this type of “claim” would be on the liability side of a
debtor’s balance sheet.
But a “claim” can also be an asset. See, e.g., Keathley v. Buddy Ayers Constr., Inc., 608
U.S. 647, 146 S. Ct. 1532, 1536 (2026) (“for bankruptcy cases proceeding under Chapter 13, the
estate also includes property—and therefore claims—that the debtor acquires after the
bankruptcy case commences”); In re Kwok, 172 F.4th 145, 155 (2d Cir. 2026) (“[R]everse veil-
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piercing claims … increase the basket of assets that could be used to satisfy any and all
liabilities owed by the debtor.”) (quotations omitted); Fat Brands Inc. v. Alagna Advisors LLC,
No. 26 CIV. 3371 (LGS), 2026 WL 1456957, at *1 (S.D.N.Y. May 22, 2026) (“The Notice of
Removal asserts that Plaintiff’s claims are assets of Plaintiff’s bankruptcy estate[.]”).
Indeed, the Official Forms use “claim” in both senses of the word. Debtors must list all
of their property on Schedule A/B. In answer to Questions 33 and 34 on that Schedule, they
must list all “[c]laims against third parties” as well as “[o]ther contingent and unliquidated
claims of every nature[.]” In that sense, “claims” are assets. Meanwhile, on Schedules D and
E/F, debtors must list their liabilities, including creditors who have claims secured by property
and creditors who have unsecured claims.
In Article I(1)(hh) of the Plan, there can be no doubt that when using the phrase
“Postpetition claims,” the drafters meant “claims” in the sense of an asset. First, located in the
“Defined Terms” section of the Plan, the phrase being defined is titled “Creditor Trust Assets.”
(Emphasis added.)
Second, the structure of the definition supports this interpretation. The first part of the
definition sets forth the assets of the Creditor Trust, and the second part describes those assets
that are excluded from the Creditor Trust. Why would the drafters exclude a liability from the
definition of the assets of the Creditor Trust? An administrative expense claim is not property
that the Creditor Trustee could use to make required distributions. However, “Postpetition
claims” against third parties are property of the estate that could be liquidated and proceeds
distributed to creditors. But, in this Plan, those claims – Postpetition claims – are specifically
excluded from the Creditor Trust Assets. The definition is clearly defining assets and functions
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solely as a definition of the Creditor Trust Assets. It does not attempt to construct a distribution
procedure, allocating assets among the creditors.
The court is not persuaded by the Creditor Trustee’s reading of the parenthetical
exception “(other than Avoidance Actions and setoff claims)” in Article I(1)(hh) to support his
logic that the definition of an asset would reasonably include selective liabilities to exclude. The
Creditor Trustee suggests that “a ‘setoff claim’ under bankruptcy law is categorically never an
independent, affirmative asset or standalone lawsuit.” Reply, ၁ 15. Thus, another example of an
excluded liability to support his theory. While a setoff claim may not be an “independent” asset,
it is an asset, just as avoidance actions are assets. See Bos. & Maine Corp. v. Chicago Pac.
Corp., 785 F.2d 562, 565 (7th Cir. 1986) (“Setoffs are recognized in state law as contractual
rights independent of bankruptcy.”). See also Schedule B, Question 34 (requiring debtors to list
“[o]ther contingent and unliquidated claims of every nature, including counterclaims of the
debtor and rights to set off claims”).
The plain meaning of “Postpetition claims” is, as the respondents contend, of “claims” in
the sense of an asset.5 Therefore, “Postpetition claims” in Article I(1)(hh) does not include
“administrative expense claims,” which are a liability. Consequently, Article I(1)(hh) plainly
does not exclude administrative expense claims from the definition of Creditor Trust Assets.
The Creditor Trustee suggests that to read Article I(1)(hh) in this manner “would render
the Plan’s explicit, independent cash-funding tranches nugatory.” Reply, ၁ 13. This suggestion
begs the question of whether the Plan is structured with “explicit, independent cash-funding
tranches[.]” Article I(1)(hh) defines Creditor Trust Assets to include several types of assets,
5 The Debtors and the Berman-Related Entities excluded Postpetition claims, which would include claims or
“assets” held by the Debtor against Berman-Related Entities. Common sense dictates that any such claims, settled
by the Compromise Order, must be excluded as an asset under the Plan.
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including cash sufficient to pay certain expenses, causes of action, and assets that FAP provided
notice of its intent to abandon (the “Excluded Assets”). But the plain meaning of Article I(1)(hh)
does not result in a limit on who can receive payment from which of the Creditor Trust Assets, as
will be discussed further in Section 1(b) below.
For all of these reasons, the court finds that “Postpetition claims” in the definition of
“Creditor Trust Assets” does not include administrative expense claims.
b. 	Article I, section 1(hh) does not insulate Creditor Trust Assets from Allowed
Administrative Expense Claims
The Creditor Trustee contends that “the Creditor Trust was established pursuant to the
Plan and the Liquidating Creditor Trust Agreement for the sole purpose of liquidating the
Creditor Trust Assets and making distributions to the Holders of Beneficial Interests.” Trustee
Motion, ၁ 2. He bases this contention on the Plan’s provisions that holders of allowed class 2
claims (i.e., general unsecured creditors) “shall receive a beneficial interest in the Creditor Trust,
entitling such Holder of an Allowed Class 2 Claim to a Pro Rata share of the distribution from
the Creditor Trust[.]” Plan, Art. III(2)(b)(ii). Therefore, reasons the Creditor Trustee, holders of
administrative expense claims have no legal right to look to Trust assets for recovery.
What the Creditor Trustee’s analysis ignores, however, is Article IV, § 12 of the Plan.
Section 12 plainly states that “[d]istributions to Allowed Administrative Claimants … shall be
made by the Creditor Trustee from the Creditor Trust Assets.” The Plan further provides at
Article V, § 1 that the Creditor Trustee is required to make those distributions “[o]n the Effective
Date, or as soon as reasonably practicable (as determined by the Creditor Trustee) after the
Effective Date[.]”
In the Reply, the Creditor Trustee acknowledges that administrative claimants must be
paid cash as of the Effective Date, and that he is required by Article IV, § 12 to “act as a
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distribution conduit[.]” Reply, ၁ 10. He argues, however, that administrative claimants are
limited to payment from “Cash” as defined in Article I(1)(hh)(a), writing: “If an administrative
claimant can simply bypass those specific cash tranches and cannibalize the trust corpus, then the
independent, four-tranche structural sequence of Section 1(hh) is stripped of its operational
meaning.” Id., ၁ 13. This builds on his argument in the Trustee Motion that the Plan creates
“distinct, mutually exclusive buckets” consisting of the “Administrative Funding Bucket” and
the “Litigation Corpus Bucket.” See Trustee Motion, ၁၁ 5-7.
In the court’s opinion, the Creditor Trustee reads too much into Article I(1)(hh)(a). This
section merely defines Creditor Trust Assets and the amount of “Cash” that will make up those
Creditor Trust Assets. It does not designate or allocate specific assets to certain creditors. It
does not limit administrative claimants to payment only from the “Cash” that becomes part of the
Creditor Trust Assets pursuant to Article I, § 1(hh). Instead, as Article IV, § 12 provides,
“[d]istributions to Allowed Administrative Claimants … shall be made by the Creditor Trustee
from the Creditor Trust Assets.” Plan, Art. IV(12) (emphasis added). Those Creditor Trust
Assets do include “Cash,” but they also include “Causes of Action including the Avoidance
Actions” and “any Excluded Assets[.]” Id., Art. I(1)(hh)(a), (b) and (d).6
The Creditor Trustee, citing and quoting 11 U.S.C. § 1129(a)(9)(A), argues that this
interpretation ignores the statutory mandate that “Administrative Claims Must Be Paid in Cash
as of the Effective Date.” Reply, p. 3. He writes in the Reply that “the Plan provides that
administrative claims receive cash as of the Effective Date[.]” Id., ၁ 8.
This assertion is only partially correct. Both § 1129 and the Plan only require payment
on the Effective Date to allowed administrative expense claims. The Plan provides that the
6 Article I(1)(hh) describes Creditor Trust Assets in sections (a), (b) and (d). There is no section (c).
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Creditor Trustee is to make the distributions to Allowed Administrative Claimants. While he
should make those distributions on the Effective Date, he may do so only after the claims are
allowed and then make the distributions “as soon as reasonably practicable[.]” Plan, Art. V(1).
This grace period was necessary because the Plan provides an “Administrative Expense Claim
Bar Date” that is the first business day that is thirty days after the Effective Date. See id., Art.
I(1)(b). See also In re Mercon B.V., No. 23-11947 (MEW), 2024 WL 4530211, at *2 (Bankr.
S.D.N.Y. Oct. 18, 2024) (“The Administrative Claims Bar Date did not even occur until 30 days
after the Effective Date, and therefore 30 days after the escrow account was to be funded. It was
quite plain, given the timing, that the original funding could only represent an estimate of what
the administrative claims would be, and that the real amounts would be determined later.”).
The Creditor Trustee further contends that “[t]he Unsecured Creditors (the Holders) are
the ‘absolute owners of the Beneficial Interests’ and the legal ‘grantors’ of the Trust.” Trustee
Motion, ၁ 30. Again, this suggestion is only partially correct. “Holder” is not defined in the
Creditor Trust Agreement as an unsecured creditor, but instead as “a holder of an Allowed Claim
under the Plan as determined from time to time.” Creditor Trust Agreement, § 1.2(c). Allowed
Claims are defined, in relevant part, as both Allowed Administrative Expense Claims and
Allowed Unsecured Claims:
“Allowed Claim” means a Claim or that portion of a Claim which is not a
Disputed Claim or a Disallowed Claim and (a) as to which a Proof of Claim was
filed on or before the Bar Date or the Governmental Unit Bar Date, as applicable,
or, by order of the Bankruptcy Court, was not required to be so filed, or (b) as to
which no Proof of Claim was filed on or before the Bar Date or the Governmental
Unit Bar Date, as applicable, but which has been or hereafter is listed by the
Debtors in the Schedules as liquidated in amount and not disputed or contingent,
and, in the case of subparagraph (a) and (b) above, as to which either (i) no
objection to the allowance of such Claim has been filed within the time allowed
for the making of objections as fixed by the Plan, the Bankruptcy Code, the
Bankruptcy Rules, or an order of the Bankruptcy Court, or (ii) any objection as to
the allowance of such Claim has been settled or withdrawn or has been overruled
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by a Final Order. “Allowed”, when used as an adjective herein (such as Allowed
Administrative Expense Claim, Allowed Priority Tax Claim, Allowed Priority
Claim, Allowed Secured Claim, and Allowed Unsecured Claim), has a
corresponding meaning.
Plan, Art. I(1)(d) (emphasis added).
Indeed, the Creditor Trust Agreement states that:
Holders of Beneficial Interests shall be entitled to distributions from the Creditor
Trust pursuant to the priority afforded to the Claim of the Holder by the
Bankruptcy Code and in accordance with the repayment protocol identified in the
Plan. Holders of Beneficial Interests arising from General Unsecured Claims
shall share ratably in the payment of all expenses, debts, charges, liabilities and
obligations with respect to the Creditor Trust.
Creditor Trust Agreement, § 3.2 (emphasis added). If Holders of Beneficial Interests were only
unsecured creditors, as the Creditor Trustee suggests, then why would the Creditor Trust
Agreement need to clarify that only “Holders of Beneficial Interests arising from General
Unsecured Claims” are responsible for the expenses of the Creditor Trust? Clearly, “Holders of
Beneficial Interests” are not limited to unsecured creditors.
Equally telling is the specific language of the Plan definition of the Backstop
Commitment Letter and section 5.6 of the Creditor Trust Agreement. Contradicting the Trustee’s
argument, the Plan provides, and the parties agreed, that well after the Effective Date, the
Backstop Facility would be paid off from “first available net proceeds of Creditor Trust Assets
after satisfaction of the Allowed Amount of any Administrative Expense Claims[.]” Creditor
Trust Agreement, § 5.6 and Plan, Art. I(1)(i). The Plan did not contain any “explicit, independent
cash-funding tranches.”
For the reasons stated above, the court will deny the request of the Creditor Trustee to
find that the Creditor Trust’s Avoidance Action recoveries, as described in Article I(1)(hh)(b), are
legally insulated from, and may not be used to satisfy, any administrative expense claims.
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c. 	Administrative Claims are not extinguished against the Creditor Trust Assets
under the Airadigm “dealt with” standard
The Creditor Trustee argues that if a plan provides a specific treatment for a class of
claims, those claimants may rely only on the plan and cannot assert their claims against other
assets. Trustee Motion, ၁ 27 (citing In re Airadigm Commc’ns, Inc., 519 F.3d 640, 649 (7th Cir.
2008)). Based on this argument, the Creditor Trustee contends that administrative expense
“claimants’ right to seek recovery was limited to the Debtors’ pre-funded cash.” Id., ၁ 29.
The Creditor Trustee’s argument relies, however, on his flawed interpretation of the Plan,
that “the Plan ‘dealt with’ the Administrative Expense Claims by providing a specific, exclusive
mechanism for their satisfaction: 100% payment in Cash by the Reorganized Debtors on the
Effective Date.” Id., ၁ 28. As the court already described above, administrative expense
claimants were not limited to payment in cash on the Effective Date. Instead, the Plan plainly
states that “[d]istributions to Allowed Administrative Claimants … shall be made by the Creditor
Trustee from the Creditor Trust Assets” and that these distributions should be made “[o]n the
Effective Date, or as soon as reasonably practicable[.]” Plan, Arts. IV(12) (emphasis added) and
V(1). With an Administrative Expense Claim Bar Date well after the Effective Date, plainly not
all administrative expense claims were allowed and payable on the Effective Date. When
allowed, the Creditor Trustee is required to pay the claims from Creditor Trust Assets.
Therefore, the court will deny the Trustee Motion to the extent that the Creditor Trustee
requests a finding that the injunction in Article IX bars any claimant from seeking recovery of
Administrative Expense Claims against the Creditor Trust or the Creditor Trust Assets.
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2. 	Funding Obligations
In the Trustee Motion’s prayer for relief, the Creditor Trustee asks the court to:
--determine that the Berman-Related Entities and FAP are contractually bound to certain
funding obligations;
--compel specific performance by FAP to immediately fund the $150,000 Backstop
Facility; and
--“direct[] that the Berman-Related Entities fulfill the $500,000.00 Trust Seed Capital
mandate[.]”7 Trustee Motion, pp. 14-15.
a. 	Backstop Facility
The first of the two funding obligations that the Creditor Trustee seeks to compel is the
Backstop Facility.
According to the FAP Objection, FAP advised the parties on July 30, 2025, through the
Backstop Commitment Letter, that it was ready to fund the $150,000 facility. FAP notified the
Creditor Trustee several times over the next few months that it was prepared to fund “but on each
occasion the Creditor Trustee failed to execute the Promissory Note.” FAP Objection, ၁ 35. FAP
contends that the Creditor Trust now has sufficient proceeds from the Avoidance Actions, so it no
longer satisfies the criteria necessary to trigger funding.
The Backstop Commitment Letter states that the amount of FAP’s one-time cash
contribution through the origination of an unsecured loan shall be determined “no later than 30
days after the Effective Date of the Plan, after taking into account the transfer of Cash from the
Debtors to the Creditor Trust sufficient to pay [various obligations] … if there is less than
$150,000 of Cash available in the Creditor Trust after paying or reserving appropriate amounts
7 Although the parties broadly argue whether the Plan was not properly funded, the Creditor Trustee clearly limited
his prayer for relief and sought relief from FAP.
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with respect to” those various obligations “then the amount of the Contribution shall be the lesser
of (i) $150,000 and (ii) such amount that is required for the Creditor Trust to have Cash in an
amount up to $150,000 after paying or reserving appropriate amounts with respect to” those
various obligations. 	Id., Ex. A, p. 2.
The court was provided with no evidence regarding the amount of funds in the Creditor
Trust or the Creditor Trust’s outstanding obligations to pay the expenses described in Article
I(1)(hh)(a)(ii), (iii) and (iv) of the Plan. Therefore, the Creditor Trustee has not demonstrated by
a preponderance of the evidence that FAP remains obligated to fund the Backstop Commitment.
On the Effective Date, the parties agreed that there were insufficient funds to pay or
resolve amounts allocated to the estate. The Backstop Facility, an approved piece of the plan
implementation process, served as the negotiated remedy to bridge the deficiency. All claims
allocated to the estate were not allowed at that time and the Backstop Facility was not drawn.
For the reasons stated above, the court will deny the Creditor Trustee’s request to compel
specific performance by FAP to fund the $150,000 Backstop Facility.
b. 	$500,000 cash payment
The Plan defines “Creditor Trust Assets” in part to mean:
(a) Cash sufficient to pay (i) in an amount equal to $500,000 pursuant to
Paragraph 4.a of the Global Settlement Agreement and, to the extent necessary (ii)
all ordinary and necessary expenses of conducting the Store Closing Sales
including, but not limited to, payments under any Closing Store Bonus Plan, (iii)
accrued and unpaid postpetition non-Professional payables existing as of the
beginning of the Store Closing Sales for the reasonable, necessary costs and
expenses of preserving the Estates, and (iv) any Professional Fees and expenses
payable under the Monthly Professional Compensation Order[.]
Plan, Art. I(1)(hh).
The Creditor Trustee contends that the $500,000 in section (i) is “settlement-derived seed
capital [that] is additive to – and legally distinct from – the supplemental cash required to satisfy
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the operational payables and professional fees identified in the remaining sub-clauses of the
Plan’s funding formula.” Trustee Motion, ၁ 14. In other words, the Cash that the Creditor Trust
expected to receive would be $500,000 plus funds sufficient to pay the payables in sections (ii),
(iii) and (iv). The Creditor Trustee therefore asks the court to direct the Berman-Related Entities
to pay what he describes as $500,000 seed capital.
There are three flaws in the Creditor Trustee’s arguments.
First, as FAP points out in its objection, “[t]he $500,000 referenced throughout the Plan
and the Global Settlement Agreement was the Debtors’ obligation, representing the first
$500,000 of Net Liquidation Proceeds allocated to the Debtors’ estates free and clear of FAP’s
liens.” FAP Objection, ၁ 2 (emphasis added). The Creditor Trustee asks the court to compel the
Berman-Related Entities to pay $500,000, but that funding obligation belonged to the Debtors.
The Creditor Trustee contends that the court should apply the Seventh Circuit’s reasoning in
Resource Technology and disregard any argument that the Berman-Related Entities were excused
from paying $500,000 because they provided other contributions to the Debtors’ reorganization.
See 624 F.3d at 386 (“Chiplease’s failure to comply is not excused by its direct payment of
unapproved operating expenses.). Unlike Chiplease, the party in Resource Technology who
admitted that it never took an action required by a court-approved settlement agreement, the
Berman-Related Entities did not have an obligation that they failed to satisfy. That obligation
was the Debtors’.
Second, the Creditor Trustee ignores the fact that Schedule A to the Effective Date Letter
clearly describes $500,000 of the $512,207 in cash received by the Creditor Trust as “Global
Settlement Agreement Hold Back.” 	On that date, the Creditor Trust also received $12,207 and
the Reorganized Debtors received $150,868 from the Debtors’ current cash. Accounts payable
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were estimated at $1,962,050. The Creditor Trust was responsible for $512,207 of those
accounts payable; its liability was described as “Creditor Trust Admin Claims.” The Creditor
Trust received $512,207 on the Effective Date, and, as the parties agreed, there was no
“Additional Cash Need[ed] on Effective Date.” FAP Objection, Ex. B.
Finally, there is no basis in the language of the Plan or the Creditor Trust Agreement for
the Creditor Trustee’s contention that the $500,000 cash payment “was intended to serve as a
standalone reserve, independent of litigation recoveries, to pay ‘all reasonable and reasonably
anticipated expenses … relating to the Trust Estate and its administration.’” Trustee Motion, ၁
15 (quoting Creditor Trust Agreement, § 5.1).
In support of this contention in paragraph 15, the Creditor Trustee selectively quotes
section 5.1 of the Creditor Trust Agreement. In full, however, this section states:
5.1 Trust Administrative Fund. As soon as cash becomes available from the Trust
Estate, the Trustee shall establish a reserve fund (the “Trust Administrative
Fund”) for the payment by the Trustee of all reasonable and reasonably
anticipated expenses, debts, charges, liabilities and obligations relating to the
Trust Estate and its administration. The initial amount of the Trust Administrative
Fund shall be $500,000.00 and shall be funded in such future amounts deemed
reasonably necessary by the Trustee in its sole discretion from the Trust Estate.
Any balance remaining in the Trust Administrative Fund, after the payment of all
expenses, debts, charges, liabilities and obligations intended to be paid therefrom,
shall be distributed to Holders as provided in Section 6 hereof. Any monies
deposited in the Trust Administrative Fund pursuant to the terms of this
Agreement shall be invested in interest-bearing deposits or investments that
satisfy the requirements of Section 5.3.2 hereof, and the interest earned thereon
shall be credited thereto.
Creditor Trust Agreement, § 5.1 (emphasis added).
Therefore, the very first phrase of § 5.1 undercuts the Creditor Trustee’s contention. The
$500,000 Trust Administrative Fund was to be established by the Creditor Trustee himself, as
soon as cash became available from the Trust Estate. “Trust Estate” is defined as “any and all
property of the Debtors’ Estates which shall be irrevocably assigned, transferred and conveyed to
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the Creditor Trust as of the Effective Date.” Id., § 1.2(g) (emphasis added). And, as FAP points
out in its objection, “[t]his provision is also silent on the Creditor Trustee’s claim that the Trust
Administrative Fund be ‘independent of litigation recoveries.’” FAP Objection, ၁ 41.
The Plan required the Debtors to transfer $500,000 pursuant to the Global Settlement
Agreement. The Debtors did so. The parties agreed that the payment was made. The Plan does
not require an additional $500,000 from any party, including the Berman-Related Entities.
For all of the reasons stated above, the court will deny the Trustee Motion to the extent
that the Creditor Trustee asks the court to “direct[] that the Berman-Related Entities fulfill the
$500,000.00 Trust Seed Capital mandate[.]” Trustee Motion, p. 15.
IV. 	CONCLUSION
For all of the reasons stated above, the court finds that: (1) the Creditor Trust is not
legally insulated from, and may be used to satisfy, any Administrative Expense Claim; (2) the
Article IX Confirmation Injunction does not bar any claimant from seeking recovery of
Administrative Expense Claims against the Creditor Trust; (3) FAP will not be compelled to fund
the $150,000 Backstop Facility; and (4) the Berman-Related Entities are not required to pay
$500,000 to the Creditor Trust. The court will enter an order consistent with this opinion,
denying the Trustee Motion.
Date: 	September 22, 2026 	_____________________________
DAVID D. CLEARY
United States Bankruptcy Judge
_________________________________	___	__	__	__	__	__	__	__	_____
DAVID D. CLEARY
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