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UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF LOUISIANA


ALEXANDRIA DIVISION

In Re:
NR GROUP, LLC CASE NO. 08-81329
Debtor Chapter 11 proceeding

Dated: June 9, 2009 Proposed by:


NR Group, LLC

PLAN OF LIQUIDATION

NR Group, LLC (“Debtor”) in this case hereby proposes the following Plan of Liquidation
(“Plan”), pursuant to the provisions of Chapter 11 of Title 11 of the United States Code
(“Bankruptcy Code” or “Code”).

Hereinafter, for purposes of this Plan Of Liquidation and any subsequent amendments or
modifications hereof, the following terms shall have the following meanings:

1.1 Affiliate has the meaning as set forth in 11 U.S.C. §101.

1.2 Allowed claim means a claim (a) in respect of which a proof of claim has been filed
with the Bankruptcy Court within the applicable period of limitation fixed pursuant to Bankruptcy
Rule 3003 (c) (3) or filed thereafter with leave of the Bankruptcy Court pursuant to a Final Order,
or (b) deemed filed with the Bankruptcy Court pursuant to Bankruptcy Code § 1111 (a) and was not
listed as disputed, contingent or unliquidated as to amount, in either case as to which no objection
to the allowance thereof has been interposed within any applicable period of limitation fixed by the
Bankruptcy Court, or, if any such objection has been interposed, to the extent allowed by a Final
Order.

1.3 Allowed Interest shall mean an interest in the Debtor to the extent that such is
listed as such in the Schedule of Assets and Liabilities or Statement of Affairs of Debtor on the
Confirmation Date; provided, however that a timely filed proof of interest shall supersede any such
listing and, in either case, an interest as to which no written objection to the allowance thereof has
been filed within the time period fixed by the Code or order of the Court; or as to which any such
objection has been determined by an order or judgment which is not longer subject to appeal and as
to which no appeal is pending.

1.4 Bankruptcy Code means Title 11 of the United States Code as it exists or may
hereafter be amended.

1.5 Bankruptcy Court means the United States Bankruptcy Court for the Western

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District of Louisiana, Monroe Division, in which the Chapter 11 petition of the Debtor was filed or
such other court as may hereafter have jurisdiction of and act with respect to the Chapter 11 case of
the Debtor.

1.6 Business Day means a day other than Saturday, Sunday or other day on which state
banks in Louisiana are authorized or required by law to close.

1.7 Claim has the meaning set forth in §101(4) of the Bankruptcy Code and
include any right to payment, or right to an equitable remedy for breach of performance if such
breach gives rise to a right to payment against the Debtor in existence on or as of the Petition Date,
whether or not such right to payment or right to an equitable remedy is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, legal, secured or
unsecured.

1.8 Claimant means the holder of a Claim against the Debtor that arose on or before the
Petition Date or a Claim against the Debtor’s estate of a kind specified in Section 502(g), 502(h) or
502(I) of the Code.

1.9 Class means a category of holders of Claims or interests which are substantially
similar to the other holders or Claims or interest in such class.

1.10 Confirmation Date means the date of the entry of the confirmation order by the
Bankruptcy Court confirming the plan.

1.11 Confirmation Order means the order entered by the Bankruptcy Court confirming the
plan which becomes a Final Order.

1.12 Debtor means NR Group, LLC, the debtor in this proceeding.

1.13 Default means an event which with notice or lapse of time, or both, would constitute
an Event of Default.

1.14 Disclosure Statement means the Disclosure Statement filed by the Debtor which is
subject to approval as containing adequate information by an order of the Bankruptcy Court, as such
Disclosure Statement may be amended, modified, or supplemented.

1.15 Effective Date means the first Business Day that is more than ten (10) days after the
Confirmation Date and on which no stay of the Confirmation Order is in effect.

1.16 Final Order means an order or judgment of the Bankruptcy Court, which order shall
not have been reversed, stayed, modified, or amended and the time to appeal from or to seek review
or rehearing of such order shall have expired and as to which no such appeal or certiorari is pending,
and which shall have become final in accordance with the Rules of Bankruptcy Procedure or other
applicable law.

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1.17 Interest, except when otherwise inconsistent with the context of its use herein,
shall mean the legal, equitable and contractual rights resulting from being an owner or holder of any
equity interest in the Debtor.

1.18 Petition Date shall mean November 14, 2008, the date the Debtor filed its voluntary
Chapter 11 petition for relief with the Court.

1.19 Plan means this plan, all addenda, exhibits, schedules, releases and other
attachments hereto and shall include any subsequent immaterial modifications of this Plan filed
either before or after the Confirmation Date.

1.20 Priority Claim shall mean an allowed unsecured claim entitled to priority under
Sections 507(a)(3), 507(a)(4), 507(a)(5), 507(a)(6), and 507(a)(7) of the Code.

1.21 Pro rata means the same proportion that an allowed claim or interest in a particular
Class bears to the aggregate amount of all Claims or the aggregate number of interests in such Class.

1.22 Tax Claim means an Allowed Claim entitled to priority under Section 507(a)(8) of
the Code.

1.23 Taxing Authority means, unless otherwise specified, the Internal Revenue
Service, the Louisiana Department of Revenue and Taxation, or any local taxing authority.

ARTICLE 2.
CLASSIFICATION OF CLAIMS AND INTERESTS

The Debtor hereby designates the following classes:

2.01 Class 1 Secured Claims of CapitalOne Bank. Class 1 shall consist of the allowed secured
claims of CapitalOne Bank which holds a lien on debtor’s real estate (including a leasehold
mortgage of certain of the land which is in dispute with the City of Alexandria) equipment,
furniture, fixtures and accounts receivable. This claim is also made up of certain post petition
DIP financing debt. This claim is believed to be fully secured and will be paid from the
liquidation of the property. Class 1 is impaired by the Plan, and the holder of such claim is
entitled to vote to accept or reject the Plan.

2.02 Class 2 Judgment Creditors. Class 2 consists of the judgment creditors of the debtors
whose claims may constitute liens against the hotel property. Judgments filed within 90 days
of the Petition Date will be objected to as preferential transfers. Other judgments will be
paid to the extent funds are available from the sale of the property in accordance with the
distribution priorities set forth in the Bankruptcy Code. This class is impaired and the holder

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of claims will be entitled to vote to accept or reject the plan.

2.03 Class 3 . Material and Workman Lien. This class consists of the lien claimant Servco
Restoration, which claim arises from certain repairs made to the debtor’s hotel property in
2008 arising from hurricane damage. The insurer has denied this claim and litigation is
proceeding for the collection of this insurance claim. The proof of claim is in the amount of
$966,925.90 and is disputed as to amount. Class 2 is impaired by the Plan, and the holder of
such claim is entitled to vote to accept or reject the Plan.

2.04 Class 4 Unpaid Wage Claims. Class 4 consists of the former employees of the hotel who
have wage claims.of the estate. These claims will be paid to the extent funds are available
from the liquidation of the hotel assets in accordance with distribution priorities set forth in
the Bankruptcy Code. Class 4 is impaired by the Plan, and the holders of such claims are
entitled to vote to accept or reject the Plan.

2.05. Class 5 Claims of Unsecured Trade Creditors. This class consists of the unpaid trade
creditors who hold general unsecured claims against the estate. These claims will be paid
to the extent funds are available from liquidation of the debtor’s property in accordance with
the priorities established by the Bankruptcy Code. Class 5 is impaired by the Plan, and the
holders of such claims are entitled to vote to accept or reject the Plan.

2.06 Class 6 Claims of Equity Security Holders and Insiders. Class 6 shall consist of the
equity security claims of Rajesh Patel, the sole interest owner of NR Group, LLC. These
claims are subordinate to the claims in the above classes and shall not be paid unless and
until claimants in prior classes have been paid in accordance with this plan. As plan
proponent, Class 6 is deemed to accept the plan.

ARTICLE 3.
TREATMENT OF CLAIMS AND INTERESTS

3.01 Administrative Expenses. Administrative expense claims, which the Debtor estimates to
be approximately $85,000.00 shall not be classified. This amount includes the claims of Robichaux,
Mize and Wadsack and Wade N. Kelly for legal services and William Hughes, CPA but does not
include the claims of the Office of the United States Trustee for quarterly fees which are computed
quarterly based on disbursements and are to be paid in addition to legal and accounting fees. The
administrative expense paid to Fred Rosenfeld approved by the court as manager has been $15,000
per month since January of 2009 and is expected to be paid through the date the hotel is sold.
Allowed administrative expense claims shall be paid in full upon the Effective Date, or as soon
thereafter as is practicable, or shall be paid upon such other terms as may be agreed upon in writing
between the holder of such claim and the Debtor; provided however, that any allowed administrative
expense which is incurred in the ordinary course of business by the Debtor shall be paid when due

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in the ordinary course of business. Any administrative expense claim allowed by the Court after the
Effective Date will be paid in full upon the issuance of an order by the Court allowing such claim,
unless the holder of such claim consents in writing to a different treatment of its claim. United
States Trustee's fees do not require allowance by the Court and both pre-confirmation and post-
confirmation UST fees shall be paid in full pursuant to all applicable provisions of the Bankruptcy
Code and other statutory provisions. The debtor shall also provide post confirmation monthly
disbursement information to the UST

3.02 Priority Tax Claims. Priority claims, including priority tax claims of the Taxing
Authorities, which the Debtor estimates to be as follows: Rapides Parish Sales & Use Taxes
($109,584.05); La. Department of Revenue & Taxation ($233,114.74); Internal Revenue
Service ($304,633.27), shall not be classified. Except to the extent that the Claimant of any
Allowed Priority Tax Claim agrees to a different treatment, these claims will be paid to the
extent funds are available from proceeds of the sale of the hotel property and in accordance
with the priority of payment established by the Bankruptcy Code.

3.03 Class 1 Secured Claims of CapitalOne Bank. Class 1 shall consist of the allowed secured
claims of CapitalOne Bank which holds a lien on debtor’s real estate (including a leasehold
mortgage of certain of the land which is in dispute with the City of Alexandria) equipment,
furniture, fixtures and accounts receivable. This claim is also made up of certain post petition
DIP financing debt. This claim is believed to be fully secured and will be paid from the
liquidation of the property. Class 1 is impaired by the Plan, and the holder of such claim is
entitled to vote to accept or reject the Plan.

3.04 Class 2 Judgment Creditors. Class 2 consists of the judgment creditors of the debtors
whose claims may constitute liens against the hotel property. Judgments filed within 90 days
of the Petition Date will be objected to as preferential transfers. Other judgments will be
paid to the extent funds are available from the sale of the property in accordance with the
distribution priorities set forth in the Bankruptcy Code. This class is impaired and the holder
of claims will be entitled to vote to accept or reject the plan.

3.05 Class 3 . Material and Workman Lien. This class consists of the lien claimant Servco
Restoration whose claim arises from certain repairs made to the debtor’s hotel property in
2008 arising from hurricane damage. The insurer has denied this claim and litigation is
proceeding for the collection of this insurance claim. The proof of claim is in the amount of
$966,925.90 and is disputed as to amount. Class 3 is impaired by the Plan, and the holder of
such claim is entitled to vote to accept or reject the Plan.

3.06 Class 4 Unpaid Wage Claims. Class 4 consists of the former employees of the hotel who
have wage claims.of the estate. These claims will be paid to the extent funds are available
from the liquidation of the hotel assets in accordance with distribution priorities set forth in
the Bankruptcy Code. Class 4 is impaired by the Plan, and the holders of such claims are
entitled to vote to accept or reject the Plan.

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3.07. Class 5 General Unsecured Claim. This class consists of the unpaid trade creditors who
hold general unsecured claims against the estate, the undersecured portion of the claims of
undersecured creditors, and the unsecured non-priority portion of tax claims. These claims
will be paid to the extent funds are available from liquidation of the debtor’s property in
accordance with the priorities established by the Bankruptcy Code. Class 5 is impaired by
the Plan, and the holders of such claims are entitled to vote to accept or reject the Plan.

3.08 Class 6 Claims of Equity Security Holders and Insiders. Class 6 shall consist of the
equity security claims of Rajeesh Patel, the sole interest owner of NR Group, LLC. These
claims are subordinate to the claims in the above classes and shall not be paid unless and
until claimants in prior classes have been paid in accordance with this plan. As plan
proponent, Class 6 is deemed to accept the plan.

ARTICLE 4.
ACCEPTANCE OR REJECTION OF THE PLAN

4.01 Voting Classes. Each holder of an allowed claim in Classes 1 through 5 shall be entitled
to vote to accept or reject the Plan, unless otherwise ordered by the Court.

4.02 Confirmability of the Plan. The confirmation requirements of Section 1129 of the Code
must be satisfied with respect to the Debtor and the Plan. If the Court determines that any provision
of the Plan is prohibited by the Code, or renders the Plan unconfirmable under Section 1129 of the
Code, the Debtor reserves the right to sever such provisions from the Plan, and to request that the
Plan as so modified, be confirmed.

4.03 Nonconsensual Confirmation. In the event that any class rejects the Plan, the Debtor
reserves the right to request that the Court confirm the Plan over such rejection in accordance with
Section 1129(b) of the Code.

4.04. Controversy Concerning Impairment. In the event of a controversy as to whether any


class of claims or interests is impaired by the Plan, the Court will determine such controversy prior
to confirmation after reasonable notice and an opportunity for hearing.

ARTICLE 5.
MEANS OF EXECUTION AND IMPLEMENTATION

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5.01 Corporate Existence and Management. Fred Rosenfeld shall continue to manage and
operate the hotel in accordance with the order authorizing his appointment through the date the hotel
is sold.

5.02 Means for Implementation. The hotel will continue to be operated by the debtor through
the court appointed manager through September of 2009. Debtor shall engage the services of
Marcus & Millichap of Houston, Texas, after notice and an opportunity for hearing in order to
market and sell the hotel. At such time as a qualifying offer is received on the property, the proposed
sale will be noticed to all creditors and parties in interest. If no higher bid is received, the hotel
property shall be sold and the proceeds distributed in accordance with this Plan and the applicable
provisions of the Bankruptcy Code. The debtor shall continue to pursue its claim against Mt. Hawley
Insurance Company for hurricane damages and such funds are to be distributed in accordance with
the Bankruptcy Code, once received.

5.02. Distributions. No distributions shall be made under the Plan to any person holding interests
in the Debtor prior to confirmation except as may be provided in adequate protection or other orders
of this court.

5.04. Avoidance actions. Debtor reserves all avoidance and fraudulent conveyance actions under
Sections 544, 545, 547, 548, 549, 550 and 553 of the Code, and the Court’s jurisdiction shall be
retained to pursue such actions to a final judgment or stipulated settlement.

5.05 Vesting of Assets and Discharge. On and after the Effective Date, the Debtor shall continue
to operate its business through the court appointed manager until such time as the hotel property is
sold. On and after the Effective Date, the Debtor shall no longer be liable for and shall be
discharged from any and all claims against the Debtor, except as otherwise provided herein. The
Confirmation Order shall be a judicial determination of the discharge of liabilities of any claims
against the Debtor except only as may be otherwise provided for in this Plan

5.06 Waiver of subordination. The distributions made to the various classes of creditors and on
account of administrative expenses and priority claims take into account the relative priorities of the
claims in each class in connection with any contractual subordination provisions relating there,
therefore, no distribution hereunder shall be subject to levy, garnishment, attachment or like legal
process by a creditor or administrative expense claimant or holder of any interest or a senior class
of creditors by reason of claimed contractual subordination rights, and each creditor, and
administrative expense claimant will receive the benefit of the distributions set forth in this Plan.

5.07 Payments on Disputed Claims. Notwithstanding any provision in the Plan to the contrary,
no payments will be made with respect to a disputed claim until the resolution of such dispute by
settlement or final order of the Court, and no creditor or interest holder who was the recipient of a
preferential transfer or fraudulent conveyance shall participate in any class of claims or interests until
such transfer or conveyance has been repaid in full with interest in accordance with applicable orders
of the Court.

5.08. Default. Any transfers required to be made under the Plan shall not be in default if any such

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transfer is made within thirty days of the date provided in the Plan.

5.09. Interference with Consummation. No entity may commence or continue any action or
proceeding or perform any act to interfere with the implementation or consummation of this Plan and
the payments to be made hereunder.

ARTICLE 6.
EXECUTORY CONTRACTS AND UNEXPIRED LEASES

6.01. Rejection of Executory Contracts and Unexpired Leases. All executory contracts and
unexpired leases which have not been assumed by the Debtor prior to the Confirmation Date shall
be deemed rejected on the Effective Date.

6.02 Claims Based on Executory Contracts and Unexpired Leases. Unless otherwise indicated
herein, agreed upon in writing by the Debtor, or required by Final Order of the Court, any monetary
defaults or other arrearages due on any assumed contract or lease shall be deemed satsified through
the Effective Date upon the sale of the hotel property.

ARTICLE 7.
RETENTION OF JURISDICTION

7.01. The Court shall retain jurisdiction over the Bankruptcy Case for the following
purposes:

1. Hear and determine the validity of liens and claims (and amounts, which may
encompass valuation hearings) against the Debtor and its property;

2. Allow the Debtor to enforce any claims or causes of action which existed in favor of
the Debtor and which may not have previously been enforced by the debtor in
possession or which may not have been prosecuted in final, unappealable judgment
as of the date of confirmation, including but not limited to preference and fraudulent
conveyance actions ;

3. Settle any disputes between the Debtor and Debtor’s creditors, including any
disputes, regarding claims of creditors or obligations created by the Plan, and
particularly the claim against the property insurer.

4. To determine whether to stay enforcement of any liens or claims until consummation


of the Plan;

5. Approve or confirm a modification or amendment of the Plan proposed by the


Debtor after the entry of the Confirmation Order;

6. Enter an order binding upon any federal, state and local taxing authorities
adjudicating any tax liabilities or status of the Debtor, whether the same arose prior

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to this proceeding, during this proceeding, or result from confirmation of the Plan or
compliance with its provisions;

7. Order the cancellation and erasure of inscriptions of any liens, judgments,


mortgages or other encumbrances from the conveyance or mortgage records
or chattel mortgage records or other filing records of any parish, county, state
office or federal office as to any property of the estate, or in which the estate
has an interest, in accordance with the Plan;

8. Enter an order setting the fees and expenses of professional persons who
rendered services in this proceeding and Section 506 fees;

9. Determine disputes concerning management, transfer or sale of this property


under the Plan;

10. Retain jurisdiction to hear any pending adversary proceedings including


proceedings to deal with turn over issues;

11. Enter an order consummating the Plan and closing this case; and

12. Retaining such other jurisdiction as will insure that the intent and purpose of
the Plan are fulfilled.

ARTICLE 8.
EFFECTS OF CONFIRMATION

8.01 Binding Effect. Except as otherwise expressly provided herein, on and after the
Effective Date, the terms of the Plan shall bind all holders of claims and interests, whether or not
they accept the Plan.

8.02 Discharge. Except as otherwise expressly provided in Section 1141 of the Code or
Plan, the distributions made pursuant to the Plan will be in full and final satisfaction, settlement,
release, and discharge as against the Debtor or any of its assets or properties, of any debt that arose
before the Confirmation Date and any debt of a kind specified in Sections 502(g), 502(h), or 502(I)
of the Code and all claims and interests of any nature, including, without limitation, any interest
accrued thereon from and after the Petition Date, whether or not a proof of claim or interest based
on such debt, obligation, or interest or deemed filed under Section 501 of the Code or 502 of the
Code, or whether such claim or interest has accepted the Plan.

8.03 Post Confirmation Injunction. Except as set forth herein, on and after the
Confirmation Date, every holder of a claim or interest against the Debtor shall be precluded and
permanently enjoined from asserting against the Debtor, its members, officers, directors,
professionals, agents or the respective assets or properties, any further claim based on any document,
instrument, judgment, award, order, act, omission, transaction, or other activity of any kind or nature

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prior to the Confirmation Date.

8.04 Post Confirmation Evidence of Claims and Interests. Except as otherwise provided herein,
upon the Effective Date, all notes, certificates, and the evidence of claims or interests shall represent
the only right to participate in distribution under the Plan.

ARTICLE 9.
MISCELLANEOUS PROVISIONS

9.01 Management. Management shall be provided by Fred Rosenfeld until such time as the hotel
property is sold, as set forth in section 5.01 above.

9.02 Governing Law. Unless otherwise agreed in writing, or mandated by federal law, the
laws of the State of Louisiana shall govern the construction and implementation of the Plan and any
agreements and instruments executed in connection with the Plan.

9.03 Payment of Statutory Fees. All fees payable pursuant to Section 1930 of Title 28
of the United States Code shall be paid on or before the Effective Date. All post-confirmation fees
payable pursuant to Section 1930 of Title 28 of the United States Code shall be paid as they become
due.

9.04 Modification/Amendment. Debtor reserves the right in accordance with the Code,
to amend or modify the Plan and related documents in any manner or revoke the Plan in its entirety
prior to the entry of the Confirmation Order, upon such notice as the Court may require. After entry
of the Confirmation Order, the Debtor may a) amend or modify the Plan and related documents in
accordance with and to the extent permitted by Section 1127(b) of the Code, or b) remedy any defect
or omission or reconcile any inconsistency in the Plan or in the Confirmation Order in such manner
as may be necessary to carry out the purpose and intent of the Plan, so long as it does not materially
and adversely affect holders of claims or interests.

Dated: June 9, 2009

Respectfully submitted:

ROBICHAUX, MIZE, WADSACK & RICHARDSON

By: /s/ Wade N. Kelly


Wade N. Kelly
1777 Ryan Street

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Lake Charles, Louisiana 70601
(337) 433-0234
Counsel to Debtor

NR GROUP, LLC

By: /s/ Rajeesh Patel


Rajeesh Patel, Managing Member

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