                                                                                                         ACCEPTED
                                                                                                    03-14-00039-CV
                                                                                                           4580294
                                                                                          THIRD COURT OF APPEALS
                                                                                                     AUSTIN, TEXAS
                                                                                              3/20/2015 12:57:59 PM
                                                                                                   JEFFREY D. KYLE
                                                                                                             CLERK
                                   NO. 03-14-00039-CV

_____________________________________________________________________________________
                                                                              FILED IN
                                                                       3rd COURT OF APPEALS
                         IN THE THIRD COURT OF APPEALS                      AUSTIN, TEXAS
                                  AUSTIN, TEXAS                        3/20/2015 12:57:59 PM
                                                                           JEFFREY D. KYLE
                                TOWER CAR WASH, INC.,                           Clerk
                                     Appellant

                                             v.

                                WESTPORT GROUP, INC.,
                                      Appellee

____________________________________________________________________________________

                      On Appeal from the 368th Judicial District Court
                              of Williamson County, Texas

_____________________________________________________________________________________

                    RESPONSE TO REQUEST FOR INFORMATION

_____________________________________________________________________________________

TO THE HONORABLE THIRD COURT OF APPEALS

       Tower Car Wish, Inc., Appellant, and Westport Group, Inc., Appellee, file this

Response pursuant to the Court’s order of March 17, 2015, specifically for a copy of the

order lifting or terminating the bankruptcy stay as required by Tex, R. App. P. 8.3(a).

       Accordingly, please find attached:

       Exhibit A:    Order Granting Joint Motion to Compromise Claims of Westport

Group, Inc. dated January 14, 2015; and

       Exhibit B:    Order Confirming Debtor’s Amended Plan of Reorganization Dated

November 7, 2014 as Modified.
                                                 Respectfully submitted,

                                                 SNEED, VINE & PERRY
                                                 1104 Rock St.
                                                 Georgetown, TX 78626
                                                 (512) 930-9775


                                                 By: /s/ Christopher Stanley
                                                      Christopher Stanley
                                                      State Bar No. 19044400
                                                 ATTORNEY FOR APPELLEE



                               CERTIFICATE OF SERVICE

       I certify that on March 20, 2015, a true and correct copy of the foregoing document
was served by electronic transmission on N. West Short at
west.short@westshortlawfirm.com.


                                                 By:   /s/ Christopher Stanley
                                                        Christopher Stanley
14-10402-tmd Doc#145 Filed 01/15/15 Entered 01/15/15 09:57:39 Main Document Pg 1 of 3




  IT IS HEREBY ADJUDGED and DECREED that the
  below described is SO ORDERED.

  Dated: January 15, 2015.

                                                          __________________________________
                                                                    TONY M. DAVIS
                                                          UNITED STATES BANKRUPTCY JUDGE
  __________________________________________________________________




                      IN THE UNITED STATES BANKRUPTCY COURT
                             WESTERN DISTRICT OF TEXAS
                                  AUSTIN DIVISION

   In Re:                                        §
                                                 §           Case No. 14-10402
   TOWER CAR WASH, INC.                          §             (Chapter 11)
       Debtor                                    §
                                                 §

                           ORDER GRANTING
       JOINT MOTION TO COMPROMISE CLAIMS OF WESTPORT GROUP, INC.

            CAME ON TO BE HEARD on January 14, 2015, the Joint Motion to Compromise

   Claims of Westport Group, Inc. The Court finds that such motion should be GRANTED.

            IT IS THEREFORE ORDERED as follows:

            1.   The Debtor is authorized to compromise and settle all claims by and between the

   Debtor and Westport Group, Inc. (“Westport”) on the following terms and conditions:




   300412                                   Page 1 of 3
                                                                    EXHIBIT "A"
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               a.    Westport shall receive the sum of $75,000.00 cash from the escrow
                     with Independence Title which sum, together with the other
                     consideration referred to in this joint motion, will be in full and final
                     satisfaction of its “Lien Claims” as defined by the Escrow Agreement.
                     The remaining funds in the escrow account shall be released to the
                     Debtor.      The Debtor and Westport shall execute all documents
                     reasonably required by Independence Title for the prompt release of
                     such funds. The distribution of such funds shall occur on or before
                     the Effective Date of the Debtor’s Plan.         Independence Title is
                     specifically authorized and directed to disburse the funds as provided
                     for above.
               b.     The Debtor shall execute a note to Westport in the principal amount
                     of $15,000.00. The note shall be payable in monthly installments of
                     interest only based upon an interest rate of 4.25% per annum, with the
                     first payment due on the first day of the calendar month following the
                     Effective Date. All principal and unpaid, accrued interest under the
                     note shall be due and payable thirty-six (36) months after the
                     Effective Date, with there being no penalty for prepayment.        The
                     Debtor shall grant a deed of trust to secure the note. The promissory
                     note and deed of trust will be delivered to Westport Group at the time
                     that it signs the documents to allow release of the Escrow Funds by
                     Independence Title, as set forth in (a) above, and will be on the
                     standard forms published by the State Bar of Texas. The Deed of
                     Trust shall be inferior to the liens of the Williamson County Taxing
                     Authorities, Zilker Capital, Texas First Bank and the United States
                     Small Business Administration.
               c.    The payments of $75,000 and $15,000 shall fully satisfy the proof of
                     claim filed by Westport.
               d.    Within ten days after the Effective Date, the Debtor and Westport
                     shall submit an agreed motion to the Third Court of Appeals to
                     dismiss with prejudice all appeals by either party in Cause No. 03-14-
                     00039-CV, Tower Car Wash, Inc. v. Westport Group, Inc.
               e.    Within ten days after the Effective Date, Westport Group, Inc. shall
                     execute a release of its judgment lien, to be held by Independence
                     Title in escrow pending delivery to Westport Group of the $75,000
                     cash and the note and deed of trust referred to above, if not already
                     delivered.
               f.    At the time that the $75,000 cash, note and deed of trust are delivered
                     to Westport, the Debtor and Westport Group, Inc. shall execute
                     mutual releases of all claims by or between them and of all claims
                     against the other party’s officers, directors, employees, attorneys or
                     affiliates save and except for the obligations under this compromise
                     and settlement and the obligations of Debtor under the note and deed

   300412                                 Page 2 of 3
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                          of trust.
                 g.       Westport shall support confirmation of Debtor’s Amended Plan of
                          Reorganization so long as these terms are incorporated into the
                          Amended Plan.
               2. The compromise approved herein shall obligate the Debtor and Westport to
       support a Plan of Reorganization containing the terms contained herein.            The
       substantive terms of this compromise shall only become effective upon the approval of a
       Plan of Reorganization containing these terms.
                3. Although the parties anticipate executing additional documents to implement
       this agreement, it is the intent of the parties to enter into a final and binding agreement
       at this time. The parties shall be obligated to execute such other and further documents
       as may be reasonably required to implement this agreement.


                                                ###


   Approved:


   /s/Stephen W. Sather
   Stephen W. Sather
   Attorney for Debtor

   /s/William H. Daniel
   William H. Daniel
   Attorney for Westport Group, Inc.



   Order Submitted By:


   Stephen W. Sather
   Barron & Newburger, P.C.
   1212 Guadalupe, Suite 104
   Austin, TX 78701




   300412                                     Page 3 of 3
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  IT
    
     IS HEREBY ADJUDGED and DECREED that the
  below described is SO ORDERED.

  Dated:
         February 13, 2015.

                                                        __________________________________
                                                                  TONY M. DAVIS
                                                        UNITED STATES BANKRUPTCY JUDGE
  __________________________________________________________________




                     IN THE UNITED STATES BANKRUPTCY COURT
                        FOR THE WESTERN DISTRICT OF TEXAS
                                 AUSTIN DIVISION

  In Re:                                        §
                                                §           Case No. 14-10402
  TOWER CAR WASH, INC.                          §              (Chapter 11)
                                                §
  Debtor.                                       §

     ORDER CONFIRMING DEBTOR’S AMENDED PLAN OF REORGANIZATION
                 DATED NOVEMBER 7, 2014 AS MODIFIED

         CAME ON for hearing on the 11th day of February, 2015, confirmation of the Debtor’s
  Amended Plan of Reorganization Dated November 7, 2014. The Debtor announced that it had
  reached agreements with Westport Group, Inc. and the University of Texas which are reflected in
  Motions to Compromise filed with the Court (Dkt. #126 and #147) and with Texas First Bank.
  Texas First Bank announced that based upon the agreement with the Debtor that it was
  withdrawing its objection and supported confirmation of the Plan. The Debtor proferred the
  testimony of Robert E. Tesch, the Debtor’s President, which proffer is filed at Dkt. #163.

         With the announcements and changes (collectively “modifications”) discussed at the
  hearing on confirmation, the Court finds that the Amended Plan of Reorganization as modified



                                                                    EXHIBIT "B"
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                                        32


  meets the requirements set forth in 11 U.S.C. §§ 1122, 1123, and 1129.  Specifically, the Court
  finds that:

            1.    The Plan complies with the applicable provisions of title 11.

            2.    The Debtor as Plan proponent has complied with the applicable provisions of title
  11.

         3.     The Plan has been proposed in good faith for the purpose of repaying the debts of
  the Debtor and not by any means forbidden by law.

          4.     Any payment made or to be made by the Debtor for services or for costs and
  expenses in or in connection with the case, or in connection with the plan and incident to the
  case, has been approved by, or is subject to the approval of the Court as reasonable.

         5.      The Debtor has disclosed the identity of persons who are to serve in management
  of the Debtor after confirmation of the Plan and their continued service is in the best interest of
  the Debtor and creditors.

          6.     Each creditor has either accepted the Plan or will receive more under the Plan
  than it would receive in a chapter 7 liquidation.

            7.    Each class of claims has either accepted the plan, did not vote or is unimpaired.

        8.     All priority creditors will receive the treatment required by 11 U.S.C.
  §1129(a)(9).

           9.     At least one class of claims that is impaired under the Plan has accepted the Plan
  without counting votes of insiders. Specifically, the Plan has been accepted by Classes 3, 4, 5,
  6, 7, 8, 9 and 10. Of these classes, only classes 8 and 10 are composed of insiders.

          10.     Confirmation of the Plan is not likely to be followed by liquidation or the need for
  further financial reorganization.

            11.   All fees under section 1930 of title 28 have been paid or will be paid as they
  accrue.

            12.   The Debtor does not sponsor a retirement plan.

          13.     Debtor is a corporation and not an individual. It is not under a domestic support
  obligation.

        14.     Any transfers under the Plan will be made in accordance with applicable non-
  bankruptcy law.

            15.   The modifications described on Exhibit A do not materially affect the treatment of
14-10402-tmd Doc#166 Filed 02/13/15 Entered 02/13/15 11:16:33 Main Document Pg 3 of
                                        32


  any creditor that has not agreed to the modifications and do not require further disclosure or
  solicitation.

   It is therefore

          ORDERED that the Amended Plan of Reorganization dated November 7, 2014,
  (“Amended Plan”) attached hereto and incorporated herein as Exhibit “B” as filed by the Debtor
  with the modifications reflecting the agreements set forth in open court on February 11, 2015, as
  set forth in Exhibit “A”, attached hereto and made a part hereof, shall become the Plan confirmed
  herein. It is further

         ORDERED that Debtor’s Amended Plan of Reorganization dated November 7, 2014, as
  modified be and hereby is CONFIRMED. It is further

         ORDERED that the following injunctive language from the Final Judgment Incorporating
  Findings of Fact and Conclusions of Law in Case No. A-11-CA-125-LY is hereby incorporated
  into and made a part of this Confirmation Order:

           Defendants Tower Car Wash, Inc., cl/b/a Tower Express Car Wash, and Tesch &
          Associates, Inc., and Robert E. Tesch, their officers, agents, servants, employees,
          and attorneys, and other persons who are in active concert or participation with
          any of them, are ENJOINED AND RESTRAINED from using a University tower
          replica, a logo depicting the University tower, an orange lighting scheme in or on
          any new logo, tower structure, or depiction and any other mark or tower structure
          or depiction that is confusingly similar to or likely to cause dilution of the
          University’s tower, or the University’s tower marks, and from any attempt to
          retain any part of the goodwill misappropriated from the University.

  It is further

          ORDERED that Debtor shall serve a Notice of Confirmation on all creditors
  which shall set forth the amount of compensation anticipated to be paid to insiders under
  the Plan. It is further

          ORDERED that Debtor shall file an Application for Final Decree as soon as practicable
  after the Plan has been substantially consummated and the estate fully administered pursuant to
  Fed.R.Bankr. P. 3022.

                                        #   # #
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                                        32


  APPROVED:

  /s/Stephen W. Sather
  Stephen W. Sather
  Attorney for Debtor

  /s/Kyle Dickson
  Kyle Dickson
  Attorney for Texas First Bank

  /s/Sarah Foster
  Sarah Foster
  Attorney for Westport Group, Inc.

  /s/Jered Matthysse
  Jered Matthysse
  Attorney for Board of Regents,
  University of Texas

  /s/Valerie Wenger
  Valerie Wenger
  Trial Attorney,
  U.S. Trustee’s Office




  Submitted by:

  Stephen W. Sather
  BARRON & NEWBURGER, P.C.
  1212 Guadalupe Street, Suite 104
  Austin, Texas 78701
  (512) 476-9103
14-10402-tmd Doc#166 Filed 02/13/15 Entered 02/13/15 11:16:33 Main Document Pg 5 of
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                              Exhibit A
               MODIFICATIONS TO AMENDED PLAN AS FILED
            INCORPORATED INTO PLAN BY CONFIRMATION ORDER

         1. The following treatment is substituted for Class 5:

  4.05   Class 5—Secured Claim of Texas First Bank

         4.05.01         Class 5 consists of the Secured Claim of Texas First Bank. The Debtor
  has scheduled the Claim of Texas First Bank in the amount of $1,543,797.59.

          4.05.02         Class 5 shall retain its liens. Unless the Court determines otherwise, the
  Class 5 creditor shall be deemed to hold the first priority secured claim on Debtor’s real and
  personal property, subject only to the claims of taxing authorities and successors-in-interest to
  the claims of taxing authorities for ad valorem property taxes.

          4.05.03               The Claim of Texas First Bank for principal in the amount of
  $1,539,909.10 (Principal Note”) shall accrue interest at a rate of 4.75% for the first eighteen
  months following the Effective Date. At the conclusion of eighteen months, the interest rate
  shall adjust to the Wall Street Journal Prime + 1.75% and shall be adjusted every twenty-four
  months thereafter.

          4.05.04        The Principal Note shall be payable in twenty-four installments of interest
  only beginning on the Effective Date. Thereafter, the Principal Note shall be payable in 240
  equal installments of principal and interest.

          4.05.05         Texas First Bank shall also be entitled to a claim for post-petition interest
  accrued at the contract rate less adequate protection payments. (“Interest Note”). The amount of
  the Interest Note shall be $59,151.24. The Interest Note shall be payable in 24 payments of
  $1,000 with a balloon payment of $35,151.24 due after 24 months.

         4.05.06             Texas First Bank shall also be entitled to a claim for post-petition
  attorneys’ fees and costs in the amount of $15,000.    (“Fee Note”). The Fee Note shall be
  payable in 30 payments of $500.00 without interest beginning one month after the balloon
  payment on the Interest Note.

        4.05.07         The Principal Note, the Interest Note and the Fee Note may be evidenced
  by documents in substantially the same form as the existing loan documents.         Any such
  documents shall be prepared at the expense of Texas First Bank.

          4.05.08           The escrow for ad valorem taxes provided for in para. 5.06 shall be
  maintained at Texas First Bank so long as there is a balance owing on either the Principal Note
  or the Interest and Fees Note. The escrow shall be based upon 1/12 of the estimated amount of
  ad valorem taxes for the current year. If an estimate of the current year’s taxes is not available,
  then the escrow shall be based upon the amount of the prior year’s taxes.
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         4.05.09         Nothing in para. 8.04 shall be deemed to modify the guaranty of Robert E.
  Tesch. Robert E. Tesch shall continue to guaranty the debts owed to Texas First Bank as
  modified by this Plan.

         4.05.10        Class 5 is impaired.

         2. The following treatment is substituted for Class 7:

  4.07   Class 7—Secured Claim of Westport Group, Inc.

         4.07.01         Class 7 consists of the Secured Claim of Westport Group, Inc.    The
  Debtor has scheduled the claim of Westport Group, Inc. at $268,536.78. The claim of Westport
  Group, Inc. is disputed.

         4.07.02        The following terms shall govern the treatment of the Class 7 claim:


                a.      The Debtor and Westport agree that Westport shall receive the sum of
                        $75,000.00 cash from the escrow with Independence Title which sum,
                        together with the other consideration referred to in the Joint Motion to
                        Compromise, will be in full and final satisfaction of its “Lien Claims”
                        as defined by the Escrow Agreement dated July 29, 2011. The
                        remaining funds in the escrow account shall be released to the Debtor.
                        The Debtor and Westport shall execute all documents reasonably
                        required by Independence Title for the prompt release of such funds.
                        The distribution of such funds shall occur as close to the Effective
                        Date under the Plan of Reorganization as shall be practicable.
                        Independence Title is specifically authorized to disburse the funds as
                        provided for above.
                b.       The Debtor shall execute a note to Westport in the principal amount
                        of $15,000.00. The note shall be payable in monthly installments of
                        interest only based upon an interest rate of 4.25% per annum, with the
                        first payment due on the first day of the calendar month following the
                        Effective Date. All principal and unpaid, accrued interest under the
                        note shall be due and payable thirty-six (36) months after the
                        Effective Date, with there being no penalty for prepayment.        The
                        Debtor shall grant a deed of trust to secure the note. The promissory
                        note and deed of trust will be delivered to Westport Group at the time
                        that it signs the documents to allow release of the Escrow Funds by
                        Independence Title, as set forth in (a) above, and will be on the
                        standard forms published by the State Bar of Texas. The Deed of
                        Trust shall be inferior to the liens of the Williamson County Taxing
                        Authorities, Zilker Capital, Texas First Bank and the United States
                        Small Business Administration.
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                   c.   The payments of $75,000 and $15,000 shall fully satisfy the proof of
                        claim filed by Westport.
                   d.   Within ten days after the Effective Date, the Debtor and Westport
                        shall submit an agreed motion to the Third Court of Appeals to
                        dismiss with prejudice all appeals by either party in Cause No. 03-14-
                        00039-CV, Tower Car Wash, Inc. v. Westport Group, Inc.
                   e.   Within ten days after the Effective Date, Westport Group, Inc. shall
                        execute a release of its judgment lien, to be held by Independence
                        Title in escrow pending delivery to Westport Group of the $75,000
                        cash and the note and deed of trust referred to above, if not already
                        delivered.
                   f.   At the time that the $75,000 cash, note and deed of trust are delivered
                        to Westport, the Debtor and Westport Group, Inc. shall execute
                        mutual releases of all claims by or between them and of all claims
                        against the other party’s officers, directors, employees, attorneys or
                        affiliates save and except for the obligations under this compromise
                        and settlement and the obligations of Debtor under the note and deed
                        of trust.
                   g.   Westport shall support confirmation of Debtor’s Amended Plan of
                        Reorganization so long as these terms are incorporated into the
                        Amended Plan.

         4.07.03        Class 7 is impaired.

         3. The following treatment is substituted for Class 9:

  4.09   Class 9—Claim of the Board of Regents of the University of Texas

         4.09.01      Class 9 consists of the Allowed Claim of the Board of Regents of the
  University of Texas. The Board of Regents has filed a proof of claim in the amount of
  $78,227.09. The Board of Regents also has unliquidated claims for injunctive relief.


         4.09.02        The following shall govern the treatment of the Class 9.         For
  purposes of this paragraph, the term “Tesch Parties” refers to the Debtor, Robert E. Tesch
  and Tesch & Associates, Inc.
                   a.   The Tesch Parties acknowledge the validity of the University’s marks,
                        and that they are valid and famous marks.
                   b.   The Tesch Parties will not use the Debtor’s former logo, the
                        University’s marks or any confusingly similar marks, and any orange
                        color scheme on its tower, logo or signage, or in any other prominent
                        manner in connection with the car wash or its promotional material.
                        The Debtor shall not light its tower in an orange color and will not re-
14-10402-tmd Doc#166 Filed 02/13/15 Entered 02/13/15 11:16:33 Main Document Pg 8 of
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                    attach the former cupola to the tower.
              c.    The Tesch Parties will modify the tower to eliminate the windows in
                    the middle and lower portions of the tower. The modification will be
                    accomplished by December 1, 2015.
              d.    The University will grant the Tesch Parties a credit of $20,000 against
                    the monetary relief contained in the Final Judgment in the united
                    States District Court in consideration for making the modifications
                    provided above.
              e.    In satisfaction of the monetary relief contained in the Final Judgment,
                    the Debtor will make three payments of $17,000 with the first
                    payment due on June 15, 2015 and the next payments due on June 15,
                    2016 and June 15, 2017.
              f.    The Tesch Parties will continue to guarantee the monetary payment to
                    be made by the Debtor.
              g.    Within ten days after the Effective Date of the Plan, the Tesch Parties
                    and the University will submit an agreed motion to the Fifth Circuit
                    Court of Appeals to dismiss with prejudice all appeals by either party
                    in Cause No. 14-50130, Tower Car Wash, Inc. v. Board of Regents,
                    the University of Texas System.
              h.    The Debtor will incorporate the terms of this Settlement Agreement
                    into its Plan of Reorganization and the Confirmation Order will
                    incorporate the terms of this Settlement Agreement and the District
                    Court’s injunction.
              i.    The University will support confirmation of Debtor’s Amended Plan
                    of Reorganization so long as these terms are incorporated into the
                    Amended Plan.
              j.    Each party will bear its own attorneys’ fees.

        4.09.03     The Class 9 creditor is impaired.
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                  IN THE UNITED STATES BANKRUPTCY COURT
                     FOR THE WESTERN DISTRICT OF TEXAS
                              AUSTIN DIVISION

  IN RE:                             §
                                     §
  TOWER CAR WASH, INC.               §           CASE NO. 14-10402-tmd
                                     §              (CHAPTER 11)
  DEBTOR                             §




           AMENDED PLAN OF REORGANIZATION DATED NOVEMBER 7, 2014




                                     Barbara M. Barron
                                     Stephen W. Sather
                                     BARRON & NEWBURGER, P.C.
                                     1212 Guadalupe, Suite 104
                                     Austin, Texas 78701
                                     (512) 476-9103
                                     (512) 476-9253 (Facsimile)

                                     ATTORNEYS FOR DEBTOR-IN-POSSESSION
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                                                               TABLE OF CONTENTS

  ARTICLE I - DEFINITIONS AND USE OF TERMS .......................................................................................... 1 
    1.01  Defined Terms ............................................................................................................................................ 1 
    1.02  Number and Gender of Words ................................................................................................................. 5 
    1.03  Terms Defined in the Bankruptcy Code .................................................................................................. 5 
    1.04  Headings ..................................................................................................................................................... 5 
    1.05  Time Computation ..................................................................................................................................... 5 
  ARTICLE II - CONCEPT OF PLAN ................................................................................................................ 6 
    2.01  Generally .................................................................................................................................................... 6 
  ARTICLE III - PROVISIONS APPLICABLE TO ALL CLAIMS........................................................................ 6 
    3.01  Treatment of Claims .................................................................................................................................. 6 
    3.02  Allowed Claims .......................................................................................................................................... 6 
    3.03.  Amount of Claims ...................................................................................................................................... 6 
    3.04.  Allowance of Post-Petition Interest, Fees and Costs ............................................................................... 6 
    3.05.  Filing of Claims Arising From Rejection of Unexpired Leases or Executory Contracts..................... 6 
    3.06  Filing of Administrative Claims ............................................................................................................... 7 
    3.07  Cure Claims................................................................................................................................................ 7 
    3.08  Claims Arising from Avoidable Transfers............................................................................................... 7 
    3.09.  Filing of Requests for Post-Petition Fees or Costs .................................................................................. 7 
    3.10  Objections to Claims.................................................................................................................................. 7 
    3.11  Distributions on Disputed Claims............................................................................................................. 7 
    3.12  Satisfaction of Liens ................................................................................................................................... 7 
    3.13  Third Party Obligations ............................................................................................................................ 7 
  ARTICLE IV – CLASSIFICATION AND TREATMENT OF CLASSES UNDER THE PLAN ............................... 8 
    4.01  Class 1—Administrative Expense Claims................................................................................................ 8 
    4.02  Class 2—Priority Claims ........................................................................................................................... 8 
    4.03  Class 3—Secured Claims of Williamson County Taxing Entities ......................................................... 9 
    4.04  Class 4—Secured Claim of Zilker Capital............................................................................................... 9 
    4.05  Class 5—Secured Claim of Texas First Bank........................................................................................ 10 
    4.06  Class 6—Secured Claim of Texas Certified Development Group/Small Business Administration .. 10 
    4.07  Class 7—Secured Claim of Westport Group, Inc. ................................................................................ 11 
    4.08  Class 8—Unsecured Claims .................................................................................................................... 11 
    4.09  Class 9—Ownership Interest of TCW ................................................................................................... 13 
  ARTICLE V - MEANS FOR IMPLEMENTATION OF PLAN .......................................................................... 13 
    5.01  Source of Funds........................................................................................................................................ 13 
    5.02  Sale of Debtor’s Property ........................................................................................................................ 13 
    5.03  Use of Funds Held Pursuant to Escrow Agreement .............................................................................. 13 
    5.04  Re-Capitalization of Debtor .................................................................................................................... 14 
    5.05  Post-Confirmation Management of the Debtor..................................................................................... 14 
    5.06  Compliance with District Court Injunction........................................... Error! Bookmark not defined. 
    5.07  Appeal ....................................................................................................................................................... 14 
    5.08  Methodology for Disbursement Under the Plan ................................................................................... 14 
  ARTICLE VI - TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............................ 14 
    6.01  Reservation of Rights .............................................................................................................................. 14 
    6.02  Assumption of Executory Contracts and Unexpired Leases ................................................................ 15 
    6.03  Rejection of Executory Contracts and Unexpired Leases .................................................................... 15 
    6.04  Bar Date for Claims Based on Rejection ............................................................................................... 15 
    6.05  Limitation on Claims Based on Rejection.............................................................................................. 15 
  ARTICLE VII - PROVISIONS FOR THE RETENTION, ENFORCEMENT, SETTLEMENT, OR ADJUSTMENT
  OF CLAIMS BELONGING TO THE DEBTOR AND THE ESTATE INCLUDING PREFERENCES AND
  CONVEYANCES ........................................................................................................................................... 15 
    7.01  Avoidance Actions. .................................................................................................................................. 15 
    7.02  Other Actions ........................................................................................................................................... 16 



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  ARTICLE VIII - EFFECT OF CONFIRMATION ........................................................................................... 16 
   8.01  Discharge .................................................................................................................................................. 16 
   8.02.  Status of Property of the Estate After Confirmation. ........................................................................... 16 
   8.03.  Binding Nature of Plan ............................................................................................................................ 16 
   8.04.  Permanent Injunction ............................................................................................................................. 16 
  ARTICLE IX - MODIFICATION OF PLAN ................................................................................................... 17 
   9.01  Modification to the Plan Prior to Confirmation.................................................................................... 17 
  ARTICLE X - POST-CONFIRMATION PROCEDURE ................................................................................ 17 
   10.01.  Application for Final Decree ................................................................................................................... 17 
   10.02.  U.S. Trustees Matters .............................................................................................................................. 17 
  ARTICLE XI - DEFAULT AND OTHER RELATED PROVISIONS ................................................................. 17 
   11.01.  General ..................................................................................................................................................... 17 
  ARTICLE XII - RETENTION OF JURISDICTION ......................................................................................... 18 
   12.01  Allowance of Claims ................................................................................................................................ 18 
   12.02  Proceedings Related to Executory Contracts and Unexpired Leases .................................................. 18 
   12.03  Plan Interpretation .................................................................................................................................. 18 
   12.04  Plan Implementation ............................................................................................................................... 18 
   12.05  Plan Modification..................................................................................................................................... 18 
   12.06  Adjudication of Controversies ................................................................................................................ 18 
   12.07  Injunctive Relief ....................................................................................................................................... 18 
   12.08  Interpleader Action ................................................................................................................................. 19 
   12.09  Correct Minor Defects ............................................................................................................................. 19 
   12.10  Authorization of Fees and Expense ........................................................................................................ 19 
   12.11  Post-Confirmation Orders Regarding Confirmation ........................................................................... 19 
   12.12  Final Decree.............................................................................................................................................. 19 
   12.13  Reopening ................................................................................................................................................. 19 
  ARTICLE XIII – MISCELLANEOUS PROVISIONS ...................................................................................... 19 
   13.01  Request for Relief Under 11 U.S.C. § 1129(b) ....................................................................................... 19 
   13.02  Revocation ................................................................................................................................................ 19 
   13.03  Effect of Withdrawal or Revocation ...................................................................................................... 19 
   13.04  Entire Agreement..................................................................................................................................... 19 
   13.05   Section 1146 Exemption .......................................................................................................................... 20 
   13.06  Provisions Governing Distributions ....................................................................................................... 20 
   13.08  Governing Law......................................................................................................................................... 20 
   13.09  Post-Confirmation Noticing .................................................................................................................... 21 




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                      IN THE UNITED STATES BANKRUPTCY COURT
                         FOR THE WESTERN DISTRICT OF TEXAS
                                  AUSTIN DIVISION

  IN RE:                                       §
                                               §
  TOWER CAR WASH, INC.                         §                CASE NO. 14-10402-tmd
                                               §                   (CHAPTER 11)
  DEBTOR                                       §



                 PLAN OF REORGANIZATION DATED NOVEMBER 7, 2014


          Tower Car Wash, Inc., the Debtor in this case (“TCW”) proposes the following Plan
  of Reorganization (“Plan”) Dated November 7, 2014, pursuant to chapter 11, title 11, United
  States Code (“Bankruptcy Code” or “Code”) on behalf of the Debtor.


                                           ARTICLE I
                                  DEFINITIONS AND USE OF TERMS

         1.01 Defined Terms. Unless the context otherwise requires, capitalized terms shall
  have the meanings set forth in this Section 1.01.

         1.01.01         Administrative Expense Claim means an administrative expense or
  Claim described in 11 U.S.C. § 503 and entitled to administrative priority pursuant to 11 U.S.C.
  § 507(a)(1), including but not limited to Claims for compensation of professionals made pursuant
  to 11 U.S.C. §§ 330 and 331, and all fees and charges assessed against Debtor and Debtor’s
  property under 28 U.S.C. § 1930, which arose after March 17, 2014.

          1.01.02       Administrative Tax Claim means an Unsecured Claim by a
  governmental unit for taxes (including interest or penalties related to such taxes) for any tax year
  or period, all or a portion of which occurs or falls within the period from and including the
  Petition Date through the Effective Date.

         1.01.03         Allowed Claim means a Claim against the Debtor allowable under the
  Bankruptcy Code to the extent that (i) a proof of Claim, proof of Interest, or request for payment
  was timely filed or, with leave of the Bankruptcy Court, late filed, and as to which no objection
  has been timely filed or, if filed, is allowed by a Final Order, unless otherwise provided in this
  Plan or (ii) the Claim is scheduled and not listed as disputed, contingent or unliquidated, and to
  which no objection has been timely filed or, if filed, is allowed by a Final Order.

          1.01.04         Allowed Secured Claim means an Allowed Claim secured by a lien,
  security interest or other charge or interest in property in which the Debtor has an interest, to the



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  extent of the value thereof as determined in accordance with 11 U.S.C. § 506(a).

         1.01.05        Bankruptcy Code or Code means the United States Bankruptcy Code, 11
  U.S.C. §§ 101 et seq.

         1.01.06         Bankruptcy Court means the United States Bankruptcy Court for the
  Western District of Texas or such other Court that may have jurisdiction with respect to Debtor’s
  chapter 11 case, including the States District Court for the Western District of Texas to the extent
  reference of the chapter 11 Case is withdrawn.

         1.01.07        Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as
  amended, promulgated under 28 U.S.C. § 2075, and the Local Rules of the Bankruptcy Court, as
  applicable from time to time to the Debtor’s chapter 11 Case.

         1.01.08        Bar Date means the date subsequent to which a proof of pre-petition
  Claim may not timely be filed or the date by which proofs of claims held by governmental
  agencies must be filed.

         1.01.09      Business Day means any date except Saturday, Sunday or any other day
  on which commercial banks in Austin, Texas, are authorized by law to be closed for business.

          1.01.10        Case means this chapter 11 bankruptcy case in this Bankruptcy Court.

         1.01.11        Claim means (i) any right to payment from the Debtor, whether or not
  such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
  unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) any right to an
  equitable remedy for breach of performance if such breach gives rise to a right of payment from
  the Debtor, whether or not such right to an equitable remedy is reduced to judgment, fixed,
  contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

          1.01.12        Claimant means any person or entity having or asserting a Claim in this
  case.

         1.01.13         Class or Classes mean all of the holders of Claims or Interests that the
  Debtor has designated pursuant to 11 U.S.C. § 1123(a)(1) as having substantially similar
  characteristics as described in Article IV of this Plan.

         1.01.14        Confirmation means the entry by the Bankruptcy Court of a Confirmation
  Order confirming this Plan.

         1.01.15         Confirmation Date means the date on which the Confirmation Order is
  entered.

         1.01.16        Confirmation Order means the Order of the Court confirming the Plan
  pursuant to 11 U.S.C. § 1129.




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          1.01.17       Contested when used with respect to a Claim means a Claim against the
  Debtor that (a) is listed in the Debtor’s Schedules of Assets and Liabilities as disputed,
  contingent or unliquidated; (b) is the subject of a pending action in a forum other than the
  Bankruptcy Court unless such Claim has been determined by Final Order in such other forum
  and Allowed by Final Order of the Bankruptcy Court; or (c) has had or is subject to an objection
  being timely filed and has not been denied by Final Order. To the extent an objection related to
  the allowance of only a part of a Claim, such Claim shall be a Contested Claim only to the extent
  of the Objection.

          1.01.18         Creditor shall have the meaning specified by 11 U.S.C. § 101(9) of the
  Code.

         1.01.19.       Cure Claim means the amount necessary to cure any default or arrearage,
  together with the amount necessary to compensate for damages suffered as a result of such
  default or arrearage, on an unexpired lease or executory contract which has been assumed
  pursuant to 11 U.S.C. § 365.

          1.01.20         Debtor means TCW, the Debtor in the above-captioned chapter 11 Cases.

          1.01.21        Disputed Claim means any Claim as to which the Debtor or any other
  party in interest has interposed a timely objection or request for estimation in accordance with
  the Bankruptcy Code and the Bankruptcy Rules, which objection or request for estimation has
  not been withdrawn or determined by Final Order.

        1.01.22        Effective Date means the first day of the first full month after the
  Confirmation Order becomes a Final Order.

          1.01.22.        Estate means the estate created pursuant to 11 U.S.C. § 541 with respect
  to the Debtor.

          1.01.23         Equity Interest means an equity security, as defined in 11 U.S.C.
  §101(16), including but not limited to all common stock, preferred stock, stock options and
  warrants, all rights associated therewith, and all Claims arising from or relating to such Equity
  Interest, including but not limited to Claims for rescission.

        1.01.24        Fee Claim means a Claim under 11 U.S.C. § 330 or 503 for allowance of
  compensation and reimbursement of expenses to professionals in the Debtor’s Case.

          1.01.25         Filed means delivered to the Clerk of the Bankruptcy Court or
  electronically filed.

         1.01.26        Final Order means an Order or judgment entered by the Bankruptcy
  Court or any other court exercising jurisdiction over the subject matter and the parties as to
  which the time to appeal has expired and as to which a stay pending appeal has not been granted.




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          1.01.27        General Unsecured Claim means an Unsecured Claim that is not entitled
  to priority under 11 U.S.C. § 507(a).

          1.01.28        Impaired means the treatment of an Allowed Claim pursuant to the Plan
  unless, with respect to such Claim, either (a) the Plan leaves unaltered the legal, equitable and
  contractual rights to which such Claim entitles the holder of such Claim or (b) notwithstanding
  any contractual provision or applicable law that entitles the holder of such Claim to demand or
  receive accelerated payment of such Claim after occurrence of a default, the Debtor (i) cures any
  default that occurred before or after the commencement of the Case on the Petition Date, other
  than default of the kind specified in 11 U.S.C. § 365(b)(2), (ii) reinstates the maturity of such
  Claim as such maturity existed before such default, (iii) compensates the holder of such Claim
  for any damages incurred as a result of any reasonable reliance by such holder on such
  contractual provision or such applicable law, and (iv) does not otherwise alter the legal, equitable
  or contractual rights to which such Claim entitles the holder of such Claim; or (c) the Plan
  provides that on the Effective Date the holder of such claim receives, on account of such Claim,
  cash equal to the Allowed Amount of such Claim.

         1.01.29         Lien shall mean a contractual or statutory lien against an interest of the
  Debtor in real or personal property.

         1.01.30.        Market Rate of Interest means an interest rate sufficient to provide the
  present value of a claim pursuant to 11 U.S.C. §§ 1129(a)(9) or 1129(b) as may be appropriate.
  A Market Rate of Interest shall be 4.25% unless the parties agree on another rate or the Court
  determines otherwise with regard to a specific Class of Claims.

           1.01.31        Oversecured Claim means a Claim which is secured by property which is
  valued at more than the amount of the Claim. An Oversecured Claim shall be entitled to receive
  post-petition interest at the non-default contract rate and may also receive post-petition fees and
  costs if authorized by a contract.

         1.01.32       Person means an individual, partnership, or corporation, but does not
  include a governmental unit unless the government unit acquires an asset as a result of operation
  of a loan guarantee agreement, or as receiver or liquidating agent, in which case such
  governmental unit shall be considered a person for purposes of 11 U.S.C. § 1102 Code.

           1.01.33.         Petition Date means March 17, 2014, the date on which the Debtor filed
  its petition for relief in this Case.

         1.01.34.     Plan means this Plan of Reorganization, as it may be amended, modified
  or supplemented by the Debtor from time to time as permitted herein and by the Bankruptcy
  Court.

         1.01.35         Pre-petition means prior to the Petition Date.

         1.01.36       Priority Creditor means a Creditor whose Claim is entitled to priority
  under 11 U.S.C. § 507.



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         1.01.37        Pro-Rata means proportionately, based on the percentage that the amount
  of an Allowed Claim within a particular Class bears to the aggregate amount of all Allowed
  Claims in such Class.

          1.01.38         Property of the Estate means all property in which the Debtor holds a
  legal or an equitable interest, including all property described in 11 U.S.C. § 541.

         1.01.39        Rejection Claim means any Claim arising pursuant to 11 U.S.C. § 502(g)
  by reason of rejection by the Debtor of an executory contract or unexpired lease pursuant to 11
  U.S.C. § 365 or 1123(b)(2).

         1.01.40         Reorganized Debtor means the Debtor-in-Possession after the Effective
  Date of the Plan.

          1.01.41        Secured Claim means any Claim secured by a lien, security interest, or
  other charge or interest, in property in which the Debtor has an interest to the extent of the value
  thereof as determined in accordance with 11 U.S.C. § 506(a).

         1.01.42         Secured Creditor or Secured Claimant means any Claimant holding a
  Secured Claim.

         1.01.43         TCW means Tower Car Wash, Inc., the Debtor in this case.

         1.01.44        Voidable Transfer means all transfers voidable under 11 U.S.C. §§ 544,
  545, 547, 548, 549 and/or 550 or any other state or federal transfer.

         1.02 Number and Gender of Words. Whenever the singular number is used, it shall
  include the plural, and the plural shall include the singular, as appropriate to the context. Words
  of any gender shall include each other gender where appropriate.

         1.03 Terms Defined in the Bankruptcy Code. Capitalized terms not specifically
  defined in Section 1.01 of the Plan shall have the definitions given those terms, if applicable, in
  the Bankruptcy Code.

          1.04 Headings. The headings and captions used in the Plan are for convenience only
  and shall not be deemed to limit, amplify or modify the terms of this Plan nor affect the meaning
  thereof.

         1.05 Time Computation. In computing any time prescribed herein the provision of
  Fed. R. Bankr. P. 9006(a) shall apply.




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                                                ARTICLE II
                                              CONCEPT OF PLAN

         2.01 Generally. The Plan contemplates the continued operation of the TCW property
  and the payment of claims from the Debtor’s cash flow.


                                                    ARTICLE III
                                  PROVISIONS APPLICABLE TO ALL CLAIMS

         3.01 Treatment of Claims. This Plan is intended to resolve all Claims against the
  Debtor and/or property of the Debtor of whatever character, whether contingent or liquidated, or
  whether allowed by the Bankruptcy Court pursuant to 11 U.S.C. § 502(a). However, only
  Allowed Claims will receive treatment afforded by the Plan. The Plan is designed to insure that
  Claimants shall receive at least as much pursuant to this Plan as they would receive in liquidation
  pursuant to chapter 7 of the Bankruptcy Code.

         3.02 Allowed Claims. To receive a distribution under the Plan, a Creditor must have
  an Allowed Claim.

          3.03. Amount of Claims. If the Debtor has scheduled a Claim and has not indicated
  that such Claim is disputed, contingent, or unliquidated, then the amount scheduled by the
  Debtor shall control unless the Creditor files a Proof of Claim in a different amount or a party in
  interest files an objection to the scheduled claim. If a creditor files a Proof of Claim, then the
  amount stated in the Proof of Claim shall control unless a party in interest files an objection to
  the Claim. If a party in interest files an objection to a Proof of Claim or a scheduled claim, then
  the amount determined by the Court in a Final Order shall control.

          3.04. Allowance of Post-Petition Interest, Fees and Costs. Unless otherwise
  provided, a Claim shall not be entitled to post-petition interest, fees or costs. An Oversecured
  Claim shall be entitled to interest at the non-default contract or statutory rate from the date of the
  Petition until the Confirmation Date. An Oversecured Claim arising under a contract shall be
  entitled to post-petition fees and costs if the contract so provides and if an application for
  allowance of post-petition fees and costs is timely filed and approved by the Court by a Final
  Order. A Claim may be determined to be an Oversecured Claim if so designated by the Plan or
  if determined by the Court by a Final Order.

          3.05. Filing of Claims Arising From Rejection of Unexpired Leases or Executory
  Contracts. Any claims arising from the rejection of unexpired leases or executory contracts
  shall be filed by the date specified in the order rejecting such lease or contract. If no date is
  specified, the date for filing a rejection claim shall be deemed to be the later of twenty-eight (28)
  days after the Effective Date or twenty-eight (28) days after entry of the order rejecting the lease
  or contract.




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          3.06 Filing of Administrative Claims. Any requests for allowance of Administrative
  Expense Claims shall be filed within twenty-eight (28) days after the Effective Date or shall be
  barred.

          3.07 Cure Claims. Any Cure Claims shall be filed within twenty-eight (28) days after
  the Effective Date or shall be barred unless otherwise agreed to by the parties.

          3.08 Claims Arising from Avoidable Transfers. A person who is found to have
  received a voidable transfer shall have twenty-eight (28) days following the date from which the
  order ruling that such transfer is voidable or approving the settlement of a suit on a voidable
  transfer becomes a Final Order in which to file a Claim in the amount of the settlement or the
  avoided transfer, which is less.

         3.09. Filing of Requests for Post-Petition Fees or Costs. Any requests for allowance
  of post-petition fees or costs pursuant to 11 U.S.C. § 506(b) shall be filed within twenty-eight
  (28) days after the Effective Date or shall be barred.

          3.10 Objections to Claims. Any party authorized by the Bankruptcy Code may object
  to the allowance of a Pre-Petition Claim at any time prior to forty-two (42) days after the later of
  the Effective Date or twenty-eight (28) days after such claim is filed. Any Proof of Claim filed
  after the bar date(s) set by the Court shall be of no force and effect and shall be deemed
  disallowed. All Contested Claims shall be litigated to Final Order; provided, however, that the
  Debtor may compromise and settle any Contested Claim, subject to the approval of the
  Bankruptcy Court.

          3.11 Distributions on Disputed Claims. No distributions under this Plan shall be
  made to the holder of a Claim that is in dispute, unless and until such Claim becomes an Allowed
  Claim. When and if a disputed Claim becomes an Allowed Claim, Debtor shall at the next
  scheduled distribution under the Plan to the Class of Creditors into which the Claim falls pay the
  newly Allowed Claim a sum sufficient to bring that Claimant in pari passu with the other
  Claimants in the Class. If a Claim is disputed in whole or in part because the Debtor asserts a
  right of offset against such Claim or recoupment against the holder of such Claim, then, if and to
  the extent the Claim giving rise to the offset or recoupment is sustained by Final Order, the
  Claim in dispute shall be reduced or eliminated and, if applicable, the holder of such Claim shall
  be required to pay the amount of such offset or recoupment, less the amount of the Allowed
  Claim. In addition, any party authorized by the Bankruptcy Code may request that the Court
  estimate any contingent, disputed or unliquidated Claim pursuant to 11 U.S.C. § 502(c) at any
  time.

          3.12 Satisfaction of Liens. Whenever this Plan provides that a creditor shall retain its
  liens, the creditor shall retain its liens until the Secured Claim provided by this Plan has been
  satisfied according to the terms of this Plan. Once payments on the Secured Claim have been
  completed, the creditor shall release its lien.

         3.13 Third Party Obligations. Except as otherwise provided herein, to the extent
  that any third party is jointly liable with the Debtor upon a Claim, whether by contract or



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  by operation of law, such obligation shall remain in force with respect to the Claim as
  modified by this Plan but not otherwise. All guarantees and other obligations shall be
  deemed modified to reflect the restructuring of the primary obligations under this Plan.
  To the extent that a Claim is classified in more than one class, the liability of the third
  party shall extend to the obligations under each applicable class.


                                            ARTICLE IV
                      CLASSIFICATION AND TREATMENT OF CLASSES UNDER THE PLAN

         4.01   Class 1—Administrative Expense Claims

         4.01.01       Administrative claims consist of expenses incurred during the Chapter 11
  proceeding prior to confirmation which are approved by the Court and expenses incurred in
  operating the Debtor’s business. Most administrative expense claims consist of claims by
  professionals employed by the Bankruptcy Estate. The Debtor is aware of the following Class 1
  Administrative Claims:

         Barron & Newburger, P.C.               Attorneys
         U.S. Trustee                           Statutory Fees

  The amounts payable to Barron & Newburger, P.C. represents professional fees incurred during
  the bankruptcy and must be approved by the court. The amount payable to the U.S. Trustee is a
  required fee for chapter 11 Debtor.

         4.01.02         No Administrative Expense Claims shall be allowed except pursuant to
  Court order, except for U.S. Trustee fees which shall be payable as provided by law.

          4.01.03        U.S. Trustee fees shall be paid as incurred on a quarterly basis until the
  case is closed, converted or dismissed.

          4.01.04       The attorney’s fees of Barron & Newburger, P.C. which are by the
  allowed Court shall be paid on the later of the Effective Date or when approved by the Court
  unless otherwise agreed by the parties.

         4.01.05         Class 1 is not impaired.

         4.02   Class 2—Priority Claims

         4.02.01         Class 2 consists of Priority Claims.

         4.02.02         The IRS has filed an amended proof of claim in the amount of $787.80.

          4.02.03        The Debtor shall pay the IRS claim in the amount of $787.80 on the
  Effective Date. .




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         4.02.04         Class 2 is not impaired.

         4.03      Class 3—Secured Claims of Williamson County Taxing Entities

          4.03.01     Class 3 consists of the Secured Claims of Ad Valorem Taxing Entities
  filed against TCW. The Debtor is aware of the following claims:

  Creditor             Schedules       POC            Disputed? Comments
  Williamson                $34,482.61     $85,297.74           Proof of Claim includes
  County                     $8,318.17                          $41,851.73 in 2014
                                                                taxes which are last
                                                                payable without penalty
                                                                on 1-31-15.

          4.03.02         The Class 3 creditor will retain its liens. The Allowed Claim will accrue
  interest at the statutory rate of 12% from the Petition Date until paid as provided by Texas law.
  The Class 3 and Class 4 creditors will be deemed to have the first priority lien upon the Debtor’s
  real property on a pari passu basis unless the Court determines otherwise.

          4.04.03        The Class 3 claim for 2013 taxes will be paid in fifty-two (52) equal
  installments of principal and interest including interest at the statutory rate of 12%; provided,
  however, that if funds from the Escrow Account become available, such amounts will be applied
  pro rata between the Class 3 and Class 4 claims and will be applied to payments in inverse order
  of maturity.

         4.03.04         Ad valorem taxes for 2014 will be paid on or before January 31, 2015.

         4.03.05         Class 3 is impaired.

         4.04      Class 4—Secured Claim of Zilker Capital

         4.04.01         Class 4 consists of the Secured Claim of Zilker Capital.

        4.04.02        The Debtor has scheduled the Secured Claim of Zilker Capital in the
  amount of $46,214.50.

          4.04.03         The Class 4 creditor shall retain its liens. The Allowed Claim will accrue
  interest at the contract rate until paid. The Class 3 and Class 4 creditors will be deemed to have
  the first priority lien upon the Debtor’s real property on a pari passu basis unless the Court
  determines otherwise.

         4.04.04         The Class 4 claim shall be paid in fifty-two (52) equal installments of
  principal and interest including interest at the statutory rate of 12%; provided, however, that if
  funds from the Escrow Account become available, such amounts will be applied pro rata
  between the Class 3 and Class 4 claims and will be applied to payments in inverse order of
  maturity..



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         4.04.05         Class 4 is impaired.

         4.05      Class 5—Secured Claim of Texas First Bank

         4.05.01        Class 5 consists of the Secured Claim of Texas First Bank. The Debtor
  has scheduled the Claim of Texas First Bank in the amount of $1,543,797.59.

          4.05.02        Class 5 shall retain its liens. Unless the Court determines otherwise, the
  Class 5 creditor shall be deemed to hold the second priority secured claim against the Debtor’s
  real and personal property. The Class 5 claim shall be treated as Oversecured.

         4.05.03         The Claim of Texas First Bank shall accrue interest at a rate of 4.25%.

         4.05.04        The amount of the Class 5 claim shall be determined as of the
  Confirmation Date, including any post-petition interest and allowed post-petition fees and
  charges less adequate protection payments made.

          4.05.05        The Debtor shall make monthly payments of principal and interest based
  upon a 25 year amortization and an interest rate of 4.25% to the Class 5 creditor for five years
  with the first payment due on the 15th day of the month following the Effective Date. After five
  years, the Debtor shall begin making payments based upon a 20 year amortization and an interest
  rate of 4.25%. All principal and interest shall be due and payable in a balloon payment 120
  months after the Effective Date.

         4.05.05         Class 5 is impaired.

        4.06 Class 6—Secured Claim of Texas Certified Development Group/Small
  Business Administration

          4.06.01     Class 6 consists of the Secured Claim of Texas Certified Development
  Group and/or the Small Business Administration. The Debtor has scheduled the claim of Texas
  Certified Development Group in the amount of $897,467.43.

          4.06.02       The Class 6 creditor shall retain its liens. Unless the Court determines
  otherwise, the Class 6 creditor will be deemed to hold the third priority lien upon the Debtor’s
  real and personal property. The Class 6 creditor will be treated as an Oversecured Claim.

          4.06.03        The amount of the Class 6 claim shall be determined as of the
  Confirmation Date, including any post-petition interest and allowed post-petition fees and
  charges. The Class 6 claim shall bear interest at the contract rate of 2.89868% per annum. The
  Debtor shall make monthly payments of interest only to the Class 6 creditor for three years with
  the first payment due on the 15th day of the month following the Effective Date. After three
  years, the Debtor shall begin making payments based upon a 360 month amortization and an
  interest rate of 2.89868%. All principal and interest shall be due and payable 120 months after
  the Effective Date.



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         4.06.04         Class 6 is impaired.

         4.07      Class 7—Secured Claim of Westport Group, Inc.

         4.07.01         Class 7 consists of the Secured Claim of Westport Group, Inc.    The
  Debtor has scheduled the claim of Westport Group, Inc. at $268,536.78. The claim of Westport
  Group, Inc. is disputed.

          4.07.02        The Debtor shall pursue its appeal of the judgment held by the Class 7
  creditor in the Texas state courts. The Debtor shall establish an escrow account with
  Georgetown Title Company or such other licensed, certified title company as the Debtor shall
  select. Until such time as the judgment in favor of Westport Group, Inc. is affirmed by a final
  order which cannot be further appealed or the Debtor and the Class 7 creditor reach a binding
  agreement as to the amount and allowability of the claim, the Debtor shall make the payments
  required by this Plan into the escrow account.

          4.07.03         The Class 7 creditor shall retain its liens to the same extent and validity as
  they existed prior to the Petition Date. Unless the Court determines otherwise, the Class 7
  creditor’s lien shall be deemed to be a fourth priority lien upon the Debtor’s real property only.
  The Debtor has filed a Motion to Determine Secured Status. Payments upon the Class 7 secured
  claim shall be based upon the Allowed Secured Claim determined by the Court. In the event that
  the Court determines that Westport Group does not hold a secured claim, its mechanic’s lien and
  judgment lien shall be determined to be avoided, canceled and of no further force and effect.
  The remaining portion of the claim owed to Westport Group, Inc. shall be a Class 8 unsecured
  claim.

          4.07.04        The Secured Claim of the Class 7 creditor shall bear interest at the rate of
  4.25% per annum. The Debtor shall make monthly payments of principal and interest to the
  Class 7 creditor based upon the Allowed Secured Claim, an amortization of 240 months and an
  interest rate of 4.25% with a balloon payment due after 120 months. In the alternative, the Class
  7 creditor may elect to convert its claim to equity in the Debtor according to the formula set forth
  in paragraph 4.08.04 below (although its equity interest will be held in escrow pending
  allowance or denial of the pending appeal).

         4.07.05         Class 7 is impaired.

         4.08      Class 8—General Unsecured Claims

         4.08.01        Class 8 consists of Allowed Unsecured Claims against TCW other than
  the Claim of the Board of Regents of the University of Texas.

          4.08.02        The Class 8 creditors may elect either the Cash Option or the Equity
  Option as set forth below. The election must be made by the deadline for voting upon the Plan.
  In the absence of a timely election, the Class 8 creditors shall receive the Cash Option.




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         4.08.03         For a creditor who elects the Cash Option or is deemed to have elected the
  Cash Option, the Creditor shall receive a payment equal to 10% of the amount of its Allowed
  Claim on the later of 30 days after the Effective Date or the date upon which the Claim becomes
  an Allowed Claim; provided that, if a claim is the subject of an appeal in a non-bankruptcy court,
  the Claim shall be deemed to be an Allowed Claim at such time as a Final Order is entered on the
  appeal. Such payment shall constitute full and complete satisfaction of both the creditor’s
  Allowed Claim and the underlying debt.

          4.08.04        For a creditor who elects the Equity Option, the creditor shall receive
  shares of stock in the Debtor with a percentage interest in the total equity of the Debtor based
  upon the amount of its Allowed Claim divided by 3,000,000. Thus, if a creditor held an Allowed
  Claim in the amount of $300,000, it would receive equity in the Reorganized Debtor equal to
  10% of the outstanding equity. In the event that a creditor holds a claim which is subject to a
  timely objection by the Debtor or which is subject to a pending appeal in a non-bankruptcy court,
  the shares attributable to such creditor’s alleged claim shall be held in trust by the Debtor
  pending the claim becoming an Allowed Claim pursuant to a Final Order; provided, that if a
  claim is the subject of an appeal in a non-bankruptcy court, the Claim shall be deemed to be an
  Allowed Claim at such time as a Final Order is entered on the appeal. Such conversion to equity
  shall constitute full and complete satisfaction of both the creditor’s Allowed Claim and the
  underlying debt.

         4.08.05         Class 8 is impaired.

         4.09      Class 9—Claim of the Board of Regents of the University of Texas

         4.09.01      Class 9 consists of the Allowed Claim of the Board of Regents of the
  University of Texas. The Board of Regents has filed a proof of claim in the amount of
  $78,227.09. The Board of Regents also has unliquidated claims for injunctive relief.

          4.09.02      The Debtor shall cover the windows on the lower and middle sections of
  the tower in a manner to be agreed upon with the Board of Regents within twelve months from
  the Effective Date.

         4.09.03       The Board of Regents shall reduce the amount of its Claim to $51,000.00
  upon completion of the changes referenced in para. 4.09.02 above.

         4.09.04         The Debtor shall covenant not to light the tower in orange lights. The
  Debtor shall further covenant not to re-install the original cupola upon the tower.

         4.09.05         The Debtor shall make three annual payments of $17,000.00 to the Board
  of Regents.

         4.09.06        The Debtor and the Board of Regents shall each dismiss their respective
  appeals in the underlying appeal from the Judgment of the U.S. District Court. The Debtor and
  the Board of Regents shall further agree to withdraw all pending motions in the U.S. District
  Court.



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          4.09.07        Robert Tesch and Tesch & Associates shall continue to be liable upon the
  debt to the Board of Regents as modified herein. The Board of Regents shall not seek to enforce
  such debt so long as the Debtor complies with this Plan.

          4.09.08       Upon satisfactory completion of the changes required under para. 4.09.02
  and payment of the financial amounts contained in para. 4.09.05, the Board of Regents shall
  release the damages portion of its Judgment as to all Defendants.

         4.09.09        The Class 9 creditor is impaired.


         4.10    Class 10—Ownership Interest of TCW

        4.10.01        Class 10 consists of the Ownership Interest of TCW. The stock of Tower
  Car Wash, Inc. is owned by Robert E. Tesch, Sandra L. Tesch and Tesch & Associates, Inc.

          4.10.02        The existing shareholders of the Debtor shall be re-issued stock equal to
  the percentage interest which is not issued to the Class 7 and 8 creditors as set forth above.

         4.10.03        Class 10 is not impaired.


                                          ARTICLE V
                              MEANS FOR IMPLEMENTATION OF PLAN

         5.01    Source of Funds. The Debtor may fund its Plan from the following sources:

                        a. Revenues generated from operation of the Debtor’s property.
                        b. Revenues generated from sale of the Debtor’s property.
                        c. The funds held pursuant to the Escrow Agreement dated July 29, 2011.

           5.02 Sale of Debtor’s Property. The Debtor may sell its property and its business at
  any time during the pendency of this Plan. The Debtor may sell its property free and clear of
  liens so long as the sales proceeds exceed the amount of all liens. The Debtor shall not be
  required to pay any pre-payment penalty in the event of a sale. In the alternative, the Debtor may
  sell its property subject to the liens addressed by this Plan in which case the purchaser shall
  assume the payment terms provided herein. In the event that the claim of Westport Group, Inc.
  has not been finally allowed on the date of any sale, the proceeds or payments attributable to the
  alleged claim of Westport Group, Inc. shall be paid into the Escrow account set forth in
  paragraph 4.07.02 above.

          5.03 Use of Funds Held Pursuant to Escrow Agreement. In the event that the lien
  of Westport Group, Inc. is avoided or canceled or the Debtor and Westport Group, Inc. reach an
  agreement in writing for distribution of the funds in the Escrow Account, Independence Title
  shall disburse the remaining funds contained in the Escrow established pursuant to the Escrow



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  Agreement dated July 29, 2011 first to pay the Allowed Claims in Classes 3 and 4 and then to the
  Debtor. All parties shall hold Independence Title harmless for complying with the requirements
  of this Plan.

          5.04 Re-Capitalization of Debtor. The existing shares of the Debtor shall be
  canceled. The Reorganized Debtor shall issue 30,000 shares of stock. Shares shall be issued to
  the Class 7 and Class 8 creditors who timely elect the Equity Option as set forth above. The
  remaining shares to be issued shall be divided between the Debtor’s existing shareholders in the
  ratio of 50% of the remaining shares to Robert Tesch, 40% of the remaining shares to Sandra
  Tesch and 10% to Tesch and Associates.

         5.05 Post-Confirmation Management of the Debtor. The Reorganized Debtor shall
  have not less than one nor more than three directors. Unless the shareholders vote otherwise, the
  Debtor shall have one director. The initial director of the Reorganized Debtor shall be Robert
  Tesch.


          5.06 Escrow for Taxes. Each month, the Debtor shall escrow 1/12 of the amount of
  the prior year’s ad valorem taxes in a segregated account. The Debtor may use such funds only
  for payment of ad valorem taxes so long as any of the claims provided for under this Plan remain
  unpaid.


          5.07 Appeal. The Debtor shall promptly proceed with its appeals of the judgment in
  the following action:

                        a.     Case No. 11-506-C368, Westport Group, Inc. v. Tower Car Wash,
  Inc.

  The Debtor is authorized to employ and compensate counsel for the purpose of pursuing these
  appeals and to pay all costs associated therewith.

         5.08   Methodology for Disbursement Under the Plan

        Disbursements shall be made by the Debtor. The Debtor shall be responsible for
  payment of claims under this Plan and for operating its business as set forth herein.


                                     ARTICLE VI
                TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         6.01 Reservation of Rights. Debtor shall have the right to assume or reject, pursuant
  to 11 U.S.C. § 365, prior to the Confirmation Date, any executory contract or unexpired lease of
  non-residential real property (to the extent permitted under the Bankruptcy Code).




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         6.02 Assumption of Executory Contracts and Unexpired Leases. Debtor shall
  assume, pursuant to 11 U.S.C. § 1123(b)(2), the following Unexpired Leases of Non-Residential
  Real Property and Executory Contracts:

            6.02.01        Debtor will assume the following executory contracts and unexpired
  leases:
                   a. Management Agreement with Tesch & Associates, Inc.
                   b. Video surveillance and alarm system agreement with ADT, Inc.
                   c. Software agreement with DRB Systems, Inc.

  Debtor does not anticipate owing any cure payments in order to assume these leases and
  contracts.

         6.03 Rejection of Executory Contracts and Unexpired Leases. Debtor shall reject,
  pursuant to 11 U.S.C. § 1123(b)(2), the following Unexpired Leases of Non-Residential Real
  Property and Executory Contracts:

            TCW shall reject any contracts or leases not listed above.

         6.04 Bar Date for Claims Based on Rejection. If the rejection of any executory
  contract or an unexpired lease by the Debtor results in damages to the other party or parties to
  such contract or lease, a Claim for such damages shall be forever barred and shall not be
  enforceable against the Debtor or their properties or agents, successors or assigns unless a Proof
  of Claim is filed with the Court and served by the Debtor in the time period set forth in Section
  3.05.

          6.05 Limitation on Claims Based on Rejection. Any Rejection Claim based upon
  the rejection of an unexpired lease of real property either prior to the Confirmation Date or upon
  the entry of the Confirmation Order shall be limited in according with 11 U.S.C. §502(b)(6) and
  state law mitigation requirements. Nothing contained herein shall be deemed an admission by
  the Debtor that such rejection gives rise to or results in a Claim or shall be deemed a waiver by
  the Debtor of any objection to such Claim, if asserted.


                                        ARTICLE VII
                  PROVISIONS FOR THE RETENTION, ENFORCEMENT, SETTLEMENT,
              OR ADJUSTMENT OF CLAIMS BELONGING TO THE DEBTOR AND THE ESTATE
                          INCLUDING PREFERENCES AND CONVEYANCES

         7.01 Avoidance Actions. There are three types of actions established by the
  Bankruptcy Code for the benefit of Debtor: actions to recover avoidable preferences under 11
  U.S.C. § 547, actions to recover fraudulent conveyances under U.S.C. § 548 and actions to
  recover unauthorized post-petition transfers under U.S.C. § 549.

         7.01.01        Preferences. Section 547 allows a Debtor-in-Possession to recover
  "voidable preferences"—to wit, payments made within ninety (90) days prior to bankruptcy (or



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  within one (1) year if made to an insider) on an antecedent debt while the Debtor is insolvent
  which allows a creditor to recover more than it would have if the payment had not been made
  and the Debtor’s assets were liquidated under Chapter 7. Certain payments are protected from
  recovery as preferences. These include payments made in the ordinary course of business or
  upon ordinary business terms and payments representing a substantially contemporaneous
  exchange. The Debtor is not aware of any claims under section 547.

         7.01.02         Fraudulent Conveyances and Post-Petition Transfers Made Without
  Court Approval. Section 548 allows a Debtor-in-Possession to recover certain a transfers made
  within one year of Petition Date while the Debtor was insolvent which either was made with
  fraudulent intent or was made without receiving reasonably equivalent value. Section 549 allows
  a Debtor-in-Possession to recover post-petition transfers which were made without court
  approval. The Debtor is not aware of any claims under sections 548 or 549.

         7.02 Other Actions. The Debtor shall be authorized to pursue its appeals of the Board
  of Regents and Westport Group, Inc. judgments.


                                         ARTICLE VIII
                                    EFFECT OF CONFIRMATION

          8.01 Discharge. Pursuant to 11 U.S.C. §§ 524 and 1141(d), TCW shall be discharged
  from its debts upon the substantial consummation of this Plan.

          8.02. Status of Property of the Estate After Confirmation. Confirmation of the Plan
  shall vest the Property of the Estate in the reorganized Debtor free and clear of all claims and
  liens except as expressly provided in the Plan; provided that if the Plan is not substantially
  consummated, the property of the Estate shall revest in the Estate upon conversion to chapter 7
  or entry of an order revoking confirmation of the Plan.

          8.03. Binding Nature of Plan. Pursuant to 11 U.S.C. § 1141, the provisions of the
  confirmed Plan shall bind the Debtor and its Creditors and the holders of its Equity Securities
  existing as of the Effective Date, whether or not the Claim or Equity Interest is impaired under
  the Plan and whether or not such Creditor or Equity Interest Holder has accepted the Plan. The
  distributions provided for Claimants shall not be subject to any Claim by another creditor or
  interest holder by reason of any assertion of a contractual right of subordination.

          8.04. Permanent Injunction. Confirmation of the Plan shall result in the issuance of a
  permanent injunction against the commencement or continuation of any judicial, administrative,
  or other action or proceeding on account of any Claims against the Debtor and any other entity
  against whom prosecution of any claim could result in a Claim being asserted against the Debtor
  that could arise directly or indirectly out of a claim against the Debtor. From and after the
  Confirmation Date, all holders of Claims against the Debtor are permanently restrained and
  enjoined (a) from commencing or continuing in any manner, any action or other proceeding of
  any kind with respect to any such Claim against the Debtor, its Assets, or against its financial
  advisors or attorneys; (b) from enforcing, attaching, collecting, or recovering by any manner or



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  means, any judgment, award, decree, or order against the Assets or the Debtor or against its
  financial advisors or attorneys; (c) from creating perfecting, or enforcing any encumbrance of
  any kind against the Assets of the Debtor or against its financial advisors or attorneys; (d) from
  asserting any setoff, right of subrogation, or recoupment of any kind against any obligation due
  to the Debtor; and (e) from performing any act, in any manner, in any place whatsoever, that
  does not conform to or comply with the provisions of the Plan; provided however, that creditors
  may continue to litigate any timely filed contested claims and all parties may seek to enforce the
  obligations of this Plan.


                                          ARTICLE IX
                                      MODIFICATION OF PLAN

          9.01 Modification to the Plan Prior to Confirmation. In accordance with 11 U.S.C.
  § 1127 and Fed R. Bankr. P. 3019, to the extent applicable, Debtor may modify or amend the
  Plan prior to the Confirmation Date, provided that notice and an opportunity for hearing are
  given to any affected party and the Court finds that the proposed modification or correction does
  not adversely change the treatment of the claim of any creditor or the interest of any equity
  security holder who has not accepted the modification in writing.


                                        ARTICLE X
                                POST-CONFIRMATION PROCEDURE

         10.01. Application for Final Decree. The Debtor shall file an application for final
  decree not later than one hundred twenty (120) days after the Confirmation Date; provided that
  such deadline may be extended for cause shown. If the Debtor fails to file an Application for
  Final Decree prior to such deadline or fails to timely request an extension of the same, then the
  Court, on its own motion or at the request of any party in interest, including the United States
  Trustee, may enter an order closing the Debtor’s case.

         10.02. U.S. Trustees Matters.

         10.02.01       Fees. The Debtor shall continue to pay U.S. Trustee fees until the case is
  converted, dismissed or closed.

          10.02.02.     Reports. The Debtor shall file post-confirmation reports in the form
  prescribed by the United States Trustee until the case is converted, dismissed or closed.


                                        ARTICLE XI
                           DEFAULT AND OTHER RELATED PROVISIONS

         11.01. General. In the event of a default by the Debtor under the Plan, creditors may
  exercise any rights granted to them under documents executed to evidence the Plan or any rights
  available to creditors under applicable non-bankruptcy law. In the absence of documents



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  executed to evidence the Plan, this Plan may be enforced as a contract. Notwithstanding any
  other provision, any creditor alleging a default shall give the Debtor and Debtor’s counsel
  twenty-eight (28) days’ notice and an opportunity to cure before exercising any rights available
  upon default.

          11.01.01.       In the event of a default by a creditor, the Debtor may enforce this plan as
  a contract in a court of competent jurisdiction. The Debtor may escrow payments to any creditor
  which defaults under the Plan until the default is cured. The Debtor shall give the creditor
  twenty-eight (28) days’ notice and an opportunity to cure before exercising this provision.

         11.01.02.   Conversion to Chapter 7 shall be an additional remedy for default prior to
  Substantial Consummation.


                                         ARTICLE XII
                                    RETENTION OF JURISDICTION

         Notwithstanding confirmation of the Plan or the Effective Date having occurred, the
  Court will retain jurisdiction for the following purposes:

          12.01 Allowance of Claims. To hear and determine the allowability of all Claims upon
  objections to such Claims.

         12.02 Proceedings Related to Executory Contracts and Unexpired Leases. To act
  with respect to proceedings regarding the assumption of any executory contract or unexpired
  lease of the Debtor pursuant to 11 U.S.C. §§ 365 and 1123 of the Code and Article VI of the
  Plan.

          12.03 Plan Interpretation.       To resolve controversies and disputes regarding the
  interpretation of the Plan.

         12.04 Plan Implementation. To implement and enforced the provisions of the Plan
  and enter orders in aid of confirmation and implementation of the Plan.

         12.05 Plan Modification. To modify the Plan pursuant to 11 U.S.C. § 1127 and
  applicable Bankruptcy Rules, except that no modification shall be made to the Plan that would
  impair, diminish or affect in any way the rights of the participants of any of the Classes of the
  Plan without the consent of such class.

         12.06 Adjudication of Controversies. To adjudicate such contested matters and
  adversary proceedings as may be pending or subsequently initiated in the Court against the
  Debtor.

          12.07 Injunctive Relief. To issue any injunction or to other relief as appropriate to
  implement the intent of the Plan, and to enter such further orders enforcing any injunction or
  other relief issued under the Plan or in the Confirmation Order.



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          12.08 Interpleader Action. To entertain Interpleader actions concerning assets to be
  distributed or other assets of the Estate.

          12.09 Correct Minor Defects. To correct any defect, cure any omission or reconcile
  any inconsistency or ambiguity in the Plan, the Confirmation Order or any document executed or
  to be executed in connection therewith, as may be necessary to carry out the purposes and intent
  of the Plan, provided that the rights of any holder or an Allowed Claim are not materially and
  adversely affected thereby.

         12.10 Authorization of Fees and Expense.            To review and authorize payment of
  professional fees incurred prior to the Effective Date.

         12.11 Post-Confirmation Orders Regarding Confirmation. To enter and implement
  such orders as may be appropriate in the event the Confirmation Order is, for any reason, stayed,
  reversed, revoked, modified, or vacated.

         12.12 Final Decree. To enter a final decree closing the Case pursuant to Fed. R. Bankr.
  P. 3022.

         12.13 Reopening. The Court will also retain jurisdiction as set forth above if the case is
  closed and then reopened.


                                          ARTICLE XIII
                                    MISCELLANEOUS PROVISIONS

          13.01 Request for Relief Under 11 U.S.C. § 1129(b). In the event any impaired Class
  shall fail to accept this plan in accordance with 11 U.S.C. § 1129(a), Debtor reserves the right to,
  and does herby request the Court confirm the Plan in accordance with 11 U.S.C. §1129(b).

         13.02 Revocation. The debtor reserves the right to revoke and withdraw this plan at
  any time prior to the confirmation Date.

          13.03 Effect of Withdrawal or Revocation. If the Debtor revokes or withdraws this
  Plan prior to the Confirmation Date or the Effective Date does not occur, then this Plan shall be
  deemed null and void. In such event, nothing contained herein shall be deemed to constitute a
  waiver or release of any claims by or against the Debtor or any other person or to prejudice in
  any manner the rights of the Debtor or any person in any further proceedings involving the
  debtor.

          13.04 Entire Agreement. The Plan, as described herein, the Confirmation Order, and
  all other documents and instruments to effectuate the Plan provided for herein, constitute the
  entire agreement and understanding among the parties hereto relating to the subject matter hereof
  and supersedes all prior discussions and documents.




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          13.05 Section 1146 Exemption. Pursuant to 11 U.S.C. § 1146(c), the issuance, transfer
  or exchange of any security under this Plan or the making or delivery of any instrument or
  transfer pursuant to, in implementation of or as contemplated by this Plan or the transfer of any
  property pursuant to this plan shall not be taxed under any federal, state, or local law imposing a
  stamp, transfer or similar tax or fee.

         13.06 Provisions Governing Distributions.

          13.06.01     All payments and distributions under the Plan shall be made by the Debtor
  as indicated. Any payments or distributions made by the Debtor pursuant to the Plan or as may
  be ordered by the Bankruptcy Court, to the extent delivered by the United States Mail, shall be
  deemed made when deposited into the United Sates mail.

        13.06.02      Payments of cash to be made by the Debtor pursuant to the Plan shall be
  made by check drawn on a domestic bank or by wire transfer from a domestic bank.

          13.06.03       Distributions and deliveries to holders of Allowed Claims shall be made at
  the addresses set forth the on the proofs of claim or proofs of interest filed by such holders (or at
  the last known addresses of such holders if no proof of claim or proof of interest is filed) unless
  Claimant files with the Court and serves the Debtor with a change of address. All claims for
  undeliverable distributions shall be made on or before the second anniversary of the effective
  date. After such date, all unclaimed property shall remain the property of the debtor and the
  claim of any other holder with respect to such unclaimed property shall be discharged and
  forever barred.

          13.07.04        Checks issued by the debtor in respect of allowed claims shall be null and
  void if not cashed within ninety (90) days of the day the of delivery thereof. Requests for
  reissuance of any check shall be made directly to the Debtor by the holder of the Allowed Claim
  to who such check originally was issued. Any claim in respect of such a voided check shall be
  made within one-hundred eighty (180) days after the date of delivery of such check. After such
  date, all claims in respect of void checks shall be discharged and forever barred, and the amount
  of such checks shall become Unclaimed Property and returned to the debtor.

         13.07.05        No interest shall be paid on any Claim unless, and only to the extent that,
  the Plan specifically provides otherwise.

          13.08 Governing Law. Unless a rule or law or procedure supplied by federal law
  (including the Bankruptcy Code and Bankruptcy Rules) is applicable, or a specific choice of law
  provision is provided, the internal laws of the State of Texas shall govern the construction and
  implementation of the plan and any agreements, documents, and instruments executed in




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         connection with the plan, without regard to conflicts of law.

          13.09 Post-Confirmation Noticing. Subsequent to the Confirmation Date, the Debtor
  shall not be required to give notice to any creditor whose claim has been disallowed. Except for
  the Application for Final Decree, if a party is required to give notice in connection with a notice,
  pleading or application, such notice shall be deemed sufficient if it is sent to: (a) the Debtor; (b)
  the attorney for the Debtor; (c) all Secured Creditors; and (d) unsecured creditors requesting
  notice.

                                                Respectfully submitted,

                                                TOWER CAR WASH, iNC.


                                         By:                   ~
                                                Robert Tesch, President


                                                BARRON & NEWBURGER, P.C.
                                                1212 Guadalupe, Suite 104
                                                Austin, Texas 78701
                                                (512) 476-9103 Ext. 220
                                                (512) 476-9253 (Facsimile)

                                         By:    Is/Stephen W. Sather
                                                Barbara M. Barron
                                                State Bar No. 01817300
                                                Stephen W. Sather
                                                State Bar No. 17657520

                                                ATTORNEYS FOR DEBTOR-IN-POSSESSION
