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Full title: Signature declaration (re:358 Chapter 11 plan, 566 Modified chapter 11 plan) filed by James A Bartholomew. (Ashfield, Phillip) (Entered: 07/16/2021)

Document posted on Jul 15, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

On May 15, 2021, the Trustee filed a proposed Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated March 15, 2021 (“Original Plan”).On April 29, 2021, the Trustee filed a Modified Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated April 29, 2021 (“Modified Plan”).On April 29, 2021, the Trustee filed a Modified Disclosure Statement in Support of the Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated April 29, 2021 (“Modified Disclosure Statement”).On July 15, 2021, the Trustee filed a Second Modified Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated July 15, 2021 (“Second Modified Plan”).Administrative Claims (including professional fees, Chapter 11 Trustee fees, and U.S. Trustee fees and any costs associated with closing the Bankruptcy Cases), and any Contested Claims in the event such claims become Allowed.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under Case No. 19-33629 (WJF) In re: Case No. 19-33629 Minnesota School of Business, Inc., Case No. 19-33632 Globe University, Inc., Chapter 11 Cases Debtors. DECLARATION OF PHILLIP J. ASHFIELD I, Phillip J. Ashfield, declare as follows: 1. I am a partner with the law firm of Stinson LLP and counsel of record for the Chapter 11 Trustee (the “Trustee”) in the above-captioned matter. I have personal knowledge of the following facts stated herein. 2. On May 15, 2021, the Trustee filed a proposed Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated March 15, 2021 (“Original Plan”). (ECF No. 358.) 3. On the same day, the Trustee also filed a Disclosure Statement in Support of the Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated March 15, 2021 (“Original Disclosure Statement”). (ECF No. 359.) 4. On April 29, 2021, the Trustee filed a Modified Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated April 29, 2021 (“Modified Plan”). (ECF No. 400.) 5. On April 29, 2021, the Trustee filed a Modified Disclosure Statement in Support of the Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated April 29, 2021 (“Modified Disclosure Statement”). (ECF No. 401.)

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6. On July 15, 2021, the Trustee filed a Second Modified Joint Plan of Reorganization of the Chapter 11 Trustee and Debtors Dated July 15, 2021 (“Second Modified Plan”). (ECF No. 566.) 7. Attached hereto as Exhibit A is a true and correct copy of a redline containing excerpts of the pages showing changes between the Modified Plan and the Second Modified Plan. I declare under penalty of perjury that the foregoing is true and correct. Dated: July 15, 2021 s/ Phillip J. Ashfield Phillip J. Ashfield (#0388990) STINSON LLP 50 South Sixth Street, Suite 2600 Minneapolis, Minnesota 55402 Telephone: (612) 335-1500 Phillip.Ashfield@stinson.com ATTORNEYS FOR CHAPTER 11 TRUSTEE

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Exhibit A

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under Case No. 19-33629 (WJF) In re: Minnesota School of Business, Inc., Case No.: 19-33629 Globe University, Inc., Case No.: 19-33632 Chapter 11 Cases Debtors. SECOND MODIFIED JOINT PLAN OF REORGANIZATION OF THE CHAPTER 11 TRUSTEE AND DEBTORS DATED APRIL 29JULY 15, 2021 The Chapter 11 Trustee and the Debtors propose the following Second Modified Joint Plan of Reorganization (the “Plan”) for approval by the creditors and other interested parties. Subject only to the restrictions and requirements set forth in relevant provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (including 11 U.S.C. § 1127 and Fed. R. Bankr. P. 3019), the Plan Proponents reserve all available rights to amend, alter, revise, modify, revoke, or withdraw this Plan prior to its substantial consummation. This Plan is subject to the Bankruptcy Court’s approval and certain other conditions. This Plan is not an offer with respect to any securities. Acceptances or rejections with respect to this Plan may not be solicited until the Bankruptcy Court has approved an accompanying disclosure statement in accordance with section 1125 of the Bankruptcy Code. Any solicitation of this Plan will occur only in compliance with applicable provisions of securities and bankruptcy laws.

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1.24 “Equity Interest Holder” means the holder of an Equity Interest in either of the Debtors. 1.25 “Exculpated Trustee Parties” means and the Chapter 11 Trustee, as well as his agents, employees, attorneys, accountants, financial advisors, consultants, and representatives (solely in their capacities as such). 1.26 “Exculpated Debtor Parties” means the Debtors, as well as their shareholders, directors, officers, agents, employees, attorneys, accountants, financial advisors, consultants, and representatives (solely in their capacities as such). 1.27 “Filing Date” means November 20, 2019. 1.28 “Final Determination” means a determination under non-bankruptcy law that has not been stayed, reversed, or amended and to which (a) the time to appeal or seek review or rehearing has expired, and (b) no appeal or petition for review or rehearing was filed or, if filed, remains pending. 1.29 “Final Order” means an order of the Court for which the time to appeal from such order has expired, and which has not been reversed, stayed, modified, or amended. 1.30 “Funded” means cash placed into the Disbursing Account in the total amount sufficient to pay (i) the Allowed General Unsecured Claims existing as of the Effective Date in the approximate amount of $23,698,84023,898,840; (ii) all Allowed Administrative and Priority Claims as of the Effective Date; and (iii) a reserve (determined by the Chapter 11 Trustee in his sole discretion) in an amount sufficient to pay in full all estimated Administrative Claims (including professional fees, Chapter 11 Trustee fees, and U.S. Trustee fees and any costs associated with closing the Bankruptcy Cases), and any Contested Claims in the event such claims become Allowed. 1.31 “Funding Deadline” means the date that is thirty (30) days after the Effective Date; provided, however, that the Funding Deadline may be extended in ten (10) day increments, not to exceed thirty (30) days in total, at the discretion of the Chapter 11 Trustee, in consultation with the holders of Allowed General Unsecured Claims. 1.32 “General Unsecured Claims” means any Claim that is not an Administrative Claim, Priority Tax Claim, or Unclassified Priority Claim, and is not otherwise classified in Class 1, Class 2, Class 3, Class 5, Class 6 or Class 7. 1.33 “Globe” means Debtor Globe University, Inc. 1.34 “Home Federal Loan” has the meaning set forth in Section 5.2.1 of this Plan. 1.35 “Impaired” means, with respect to a Class of Claims or Equity Interests, a Claim or Equity Interest that is “impaired” within the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy Code. 1.36 “Lake Area Bank Loan” has the meaning set forth in Section 5.1.1 of this Plan.

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1.52 “State’s Revised Claim” shall mean the State’s total Allowed unsecured claim as reduced to $15,601,879.00 15,801,879.00 by the Settlement Agreement. 1.53 “Statutory Fees and Court Costs” means court costs and fees payable by the Debtor under 28 U.S.C. § 1930 and United States Trustee fees. 1.54 “Substantial Consummation” occurs when the Debtors have Funded the Plan, so long as the Plan is Funded on or before the Funding Deadline. 1.55 “Unclassified Priority Claims” means the claims described in Article III of this Plan. 1.56 “Unsecured Claims” means all claims that are unsecured, including Unsecured Priority Claims and General Unsecured Claims. 1.57 “Unsecured Priority Claims” means the Priority Tax Claims and Other Priority Claims. 1.58 “Voting Deadline” means the deadline for voting to accept or reject the Plan. ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS The following table designates the classes of claims against and equity interests in the Debtors and specifies which of those classes are (i) impaired or unimpaired by the Plan and (ii) entitled to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code.
Table 1 on page 6. Back to List of Tables
Class Designation Impaired Entitled to Vote
N/A Administrative Expense
Claims
N/A No
N/A Priority Claims N/A No
1 Lake Area Bank No No
2 Home Federal Savings Bank No No
3 General Unsecured Claims Yes Yes
4 Claims of Insiders Yes Yes
5 Intercompany Claims Yes Yes
7 Equity Interests in MSB No No
8 Equity Interests in Globe No No
*N/A = Not applicable. ARTICLE III SETTLEMENT AGREEMENT The terms and provisions of the Settlement Agreement are fully incorporated into this Plan.

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Chapter 11 Trustee, the Debtors, and Debtors’ estates. The Reorganized Debtor shall have no right to pursue any Causes of Action except for the Retained Causes of Action upon Substantial Consummation. Pursuant to Bankruptcy Rule 9006(b)To the extent permitted by applicable law, the deadline to bring Avoidance Claims under Section 546(a) of the Bankruptcy Code is hereby extended to the later of (i) the Avoidance Claim Deadline, or (ii) the date that is three months after the Plan Default. Notwithstanding the foregoing, any defendant subject to an action asserting Avoidance Claims is not precluded from contesting the validity of the extension provided in part (ii) of this paragraph. 6.8 Management of the Reorganized Debtor On and after Substantial Consummation, Terry Myhre shall continue to be the President of the Reorganized Debtor and Kenneth McCarthy shall continue to be the Chief Financial Officer of the Reorganized Debtor. The Reorganized Debtor shall have no authority or control over the Disbursing Agent or the Disbursing Account. 6.9 Chapter 11 Trustee after Confirmation Date The Chapter 11 Trustee shall continue to serve in such capacity through the earlier of (i) Substantial Consummation, or (ii) the date of a Plan Default. 6.10 Event of Default under Plan Upon the occurrence of a Plan Default and only in such event, the following shall occur: 6.10.1 Revised Claims Notwithstanding anything to the contrary in this Plan or the Settlement Agreement, in the event of a Plan Default (i) the State shall have an Allowed General Unsecured Claim of $35,0000,000; (ii) the Department of Education will not be entitled to the Borrower Defense Discharge Claim as set forth in the Settlement Agreement; and (iii) Tuition Options, LLC shall be entitled to an Allowed General Unsecured Claim of $117,415. 6.10.2 Liquidating Fund All Estate Assets shall become part of a liquidating fund (“Liquidating Fund”), which shall be used for the administrative costs of administrating the Plan and for payments to holders of Allowed Claims and Equity Interests in accordance with the terms of the Plan under the direction of the Liquidating Agent. The transfer of assets and rights to the Liquidating Fund shall not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and such rights may be asserted by the Liquidating Fund as if the asset or right was still held by the Debtors. 6.10.3 Liquidating Agent James A. Bartholomew, the Chapter 11 Trustee, shall serve as the Liquidating Agent. In the event of the resignation or termination of the Liquidating Agent, any successor Liquidating

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