427 B.R. 44 (2010) In re SOUTH CANAAN CELLULAR INVESTMENTS, INC. & South Canaan Cellular Equity, LLC, Debtors. Nos. 09-10473bf, 09-10474bf. United States Bankruptcy Court, E.D. Pennsylvania. March 25, 2010. *49 Gretchen M. Santamour, Julie M. Murphy, Stradley Ronon Stevens & Young, LLP, Michael L. Temin, Fox Rothschild LLP, Philadelphia, PA, for Debtors. *50 Kevin P. Callahan, United States Trustee, Dept. of Justice, Philadelphia, PA, for U.S. Trustee. MEMORANDUM OPINION BRUCE FOX, Bankruptcy Judge. The above-captioned chapter 11 debtors seek confirmation under 11 U.S.C. § 1129(b) of their jointly filed second amended chapter 11 plan dated September 28, 2009. Confirmation is opposed by secured creditor Lackawaxen Telecom, Inc. ("LTI"). Although LTI raises numerous confirmation objections, its opposition to the debtors' jointly proposed plan may be summarized thusly: that the only viable chapter 11 plan for these debtors requires the prompt sale of a limited partnership, in which these debtors are two of the four limited partners. LTI contends that the jointly proposed plan does not assure a prompt sale of the limited partnership sufficient to pay LTI's secured claim in full, with interest. The debtors counter that LTI has misconstrued the terms of their proposed plan and that a prompt sale that will repay LTI in full is indeed the main component of their plan, and that such a sale shall occur within one year. Upon review of the evidence presented at the confirmation hearing that took place over three days, I make the following factual findings. I. A. South Canaan Cellular Communications Co., LP, d/b/a Cellular One of Northeast Pennsylvania ("SCCCC, LP") is a limited partnership that provides wireless communications services in Pennsylvania Rural Service Area 5 located in Pike and Wayne Counties, Pennsylvania. It holds a cellular B-side FCC license. 1 N.T., at 51. SCCCC, LP has four limited partners: South Canaan Telephone Co. ("SCTC") holds a 10.2% limited partnership interest; South Canaan Cellular Telephone Co., DE ("SCCTC"), a wholly-owned subsidiary of U.S. Cellular, 1 N.T., at 16, which is in turn a subsidiary of TDS Telecommunications Corp., 1 N.T., at 6, holds a 49% limited partnership interest[1]; debtor South Canaan Cellular Equity, LLC ("SCCE") holds a 39.8% limited partnership interest; and finally debtor South Canaan Cellular Investments, LLC ("SCCI") is the general partner of SCCCC, LP and holds a 1% limited partnership interest. See exs. D-5; D-10, at 8-9; 1 N.T., at 50-51. The limited partnership was reconstituted in October 2000, via a restated and amended partnership agreement that is governed by the Delaware Revised Uniform Limited Partnership Act. Exs. D-2; LTI-1 (tab 3A, 3B). Among the provisions of the partnership agreement relevant to this confirmation dispute are: Article 6 (limited partnership distributions); Article 7 (rights and powers of the partners, including the general partner); and Article 8 (transfers of partnership interests). Of particular relevance is § 8.5: At any time after October 1, 2005, SCCTC, its successors and assigns, shall have the right to purchase, and the General Partner and the other Limited Partners shall have the right to sell to SCCTC, its successors and assigns, all of the Partnership Interests in the Partnership of the General Partner and the other Limited Partners.... *51 The balance of § 8.5 concerns the mechanism of determining the purchase price to be paid by SCCTC for this "put and call" provision. The two debtors are limited liability companies formed in 2000 under the Delaware Limited Liability Company Act. Ex. LTI-1 (tabs 1, 2). The debtors have identical members, 1 N.T. at 49, which the debtors have placed into four groups: Edwards Group (43.3%); Coughlin Group (30.8%); Cook Group (25.5%); and Miller Group (0.4%). Ex. D-4. Ms. Carolyn Copp, listed as an interest holder in the Cook Group, is the president of both debtors and serves on their management committees. 1 N.T. at 48. She is also the president of SCCCC, LP, 1 N.T., at 51, and chairman and chief executive officer of SCTC. Ex. LTI-1 (tab 5C). Mr. Frank Coughlin, an interest holder in the Coughlin Group, is the president of LTI. 3 N.T., at 87. The debtors' schedules list about $19,000 in assets for each debtor, aside from the value of their partnership interests in SCCCC, LP. Exs. LTI-1 (tabs 8A-9A). Most of the value of the debtors' non-partnership assets stems from their interests in "CoBank participation certificates." Id. SCCTC has no assets besides its limited partnership interest. 1 N.T., at 47. The seeds of the present dispute were planted in October 2000, when SCCI and SCCE entered into a loan agreement with CoBank, ACB, eventually borrowing around $7.5 million to purchase their partnership interests in SCCCC, LP, as well as working capital. Exs. LTI-1 (tabs 4A-4C); D-10, at 9-10. In addition to obtaining a security interest in both debtors' assets, ex. LTI-1 (tabs 4D-4H), CoBank also received partnership-interest pledge agreements from each of the debtors. Ex. LTI-1 (tabs 5A-5B). Moreover, it obtained a similar pledge agreement from non-debtor SCTC. Ex. LTI-1 (tab 5C). These pledge agreements stated, in part: Upon the occurrence and during the continuance of an Event of Default and subject to the provisions of Section 13 of this Pledge Agreement, all rights of the Pledgor to exercise its voting, consensual and other powers of ownership pertaining to the Collateral [with Collateral having been previously defined to include partnership interests] shall become vested in the Secured Party upon two day's prior written notice from Secured Party to Pledgor and the Pledged Partnership, and thereupon Secured Party shall have the sole exclusive authority to exercise such voting, consensual and other powers of ownership which Pledgor shall otherwise be entitled to exercise.... Ex. LTI-1 (tabs 5A § 4; 5B § 4; and 5C § 4). An event of default under the pledge agreements included non-payment of the CoBank promissory note. In April 2001, a loan agreement was signed wherein SCTC consented to use all partnership distributions it thereafter obtained from SCCCC, LP toward the repayment of the CoBank loan obligation, since assigned to LTI. See ex. LTI-2 (tab 19) (letter agreement dated April 10, 2001 between SCTC and the two debtors); see also 1 N.T., at 58.[2] The debtors have also scheduled undisputed, unsecured loan obligations owed to SCTC in the amounts of $8,785.04 for SCCI (ex. LTI-1 tab 8D) and $349,644.47 for SCCE. Ex. LTI-1 (tab 9D); see also ex. LTI-2 (tab 19) (loan in the amount of *52 $254,986.22 on Dec. 31, 2007 accruing interest at 6%). In addition, they scheduled undisputed, unsecured obligations owed to SCCCC, LP in the amounts of $2,814.11 for SCCI and $112,001.71 for SCCE. Ex. LTI-1 (tabs 8D and 9D); see also ex. LTI-2 (tab 19).[3] On May 1, 2003, CoBank gave written notice that the debtors were in default in their loan payments. Ex. LTI-1 (tab 6). CoBank, however, did not give written notice that it was exercising its rights under the pledge agreements; nor did it undertake any other collection efforts. Ex. D-10, at 12. In October 2007, CoBank assigned its secured loan interests to LTI. Id. On January 23, 2009, LTI provided written notice to the debtors, SCTC and SCCCC, LP that the May 2003 loan default remained outstanding and that LTI was exercising its rights under section 4 of the three pledge agreements.[4] The January 23rd notice further stated that LTI intended to commence state court litigation (in Colorado, as permitted by loan documents) to "confirm" its rights under the pledge agreements. Ex. LTI-1 (tab 7). On January 23, 2009, LTI commenced litigation in Colorado state court against the two debtors (SCCI and SCCE) as well as against SCTC. Ex. D-24. In its complaint, LTI sought monetary damages for breach of the loan agreements, as well as a declaration of its rights under section 4 of the pledge agreements. Id. After that litigation was filed, but before the expiration of the two-day period provided in section 4 of the pledge agreements, on January 25, 2009, SCCI and SCCE filed voluntary petitions in bankruptcy under chapter 11. See 1 N.T., at 54. These bankruptcy filings stayed the Colorado litigation as to the debtors, but not as to SCTC. The debtors and LTI agree that the Colorado litigation against SCTC is still pending. LTI timely filed a secured proof of claim in both bankruptcy cases. (Docketed as proofs of claim # 3.) LTI therein asserts that $13,534,231.78 is owed jointly by SCCI and SCCE. The debtors have commenced an adversary proceeding against Mr. Coughlin and LTI. As to the latter, they have also filed an objection to the secured proofs of claim. For purposes of this confirmation dispute, the proposed joint plan provides in ¶ 2.22 that LTI, as a creditor, will be treated as though it holds secured claims in the amounts it has asserted in its proofs of claim "for the limited purposes of determining feasibility of the Plan and for allowing LTI to vote on the Plan...." Exs. D-1, LTI-1 (tab 11). For plan distribution purposes, however, LTI will also receive payment on its secured claims after the debtors' objection has been determined and its claim is allowed. B. As mentioned earlier, SCCCC, LP is a telecommunications company providing wireless services to customers in a rural portion of northeastern Pennsylvania. It has 26 cell sites, of which five are owned and the balance are leased. Ex. D-25, at 45. As of September 2009, it had 7,066 subscribers. Id., at 46. As of October 2009, SCCCC, LP valued its tangible and intangible assets at about $30 million, of which more than $8,700,000 was in cash, and its liabilities at only about $2 million. Ex. D-18. Its gross revenues have increased *53 from roughly $10 million in 2007 to more than $16.5 million anticipated for 2009. Ex. D-20. For 2009, SCCCC, LP expects a gross profit of almost $12.7 million, and net income of more than $7 million. Id. It generates 87% of its revenue from roaming charges, almost all of which are paid by customers of Verizon Wireless. Exs. D-20; D-25, at 45. SCCCC, LP has a contract with Verizon specifying roaming rates through 2013, with renewal options available. Ex. D-25, at 45; 2 N.T., at 21. Using a discounted income approach, Mr. William Redpath, a vice president of BIA/Kelsey and the expert engaged by the debtors' counsel, projected continued SCCCC, LP growth in roaming revenues, subscriber revenues, and total revenues for the next 8 years, although he anticipated a declining growth rate from the present rate of increase. Ex. D-25, at 58 (unpaginated). Similar growth is projected for EBITDA and cash flow for the next 8 years. Id., at 59, 60 (unpaginated). Using a discount rate of 15.82% upon anticipated net free cash flow,[5] this expert opined that SCCCC, LP had a fair market value of almost $53 million as a going concern as of November 30, 2009, plus cash on hand, less liabilities. Id., at 61-62. Thus, the value of SCCE's 39.8% partnership interest was opined to be $24.6 million and SCCI's 1% interest was valued at $618,500. Id., at 2 (unpaginated).[6] LTI offered its own expert, Mr. William E. King, president of JSI Capital Advisors. Mr. King did not value SCCCC, LP or the debtors' interests therein, see 3 N.T., at 25, but opined that Mr. Redpath had overestimated the value of SCCCC, LP by underestimating the risks inherent in projected future revenues of SCCCC, LP. Mr. King asserted that "there exists significant risk that actual future roaming revenues ... will differ materially from projected future roaming revenues...." Ex. LTI-3, at 3. Since about 85% of SCCCC, LP's revenues are derived from roaming charges, almost all of which are incurred by Verizon Wireless, 2 N.T., at 14, any projections that overstate anticipated roaming revenue from Verizon Wireless would overstate projected cash flow and thus overestimate the value of the limited partnership. 3 N.T., at 33. This risk of reduced roaming revenue exists, in Mr. King's opinion, because of the realistic possibility that Verizon Wireless might either establish its own wireless network in Pennsylvania Region 5, referred to as an "overbuild," or Verizon Wireless might enter into a less expensive roaming agreement with another wireless provider in the future. Ex. LTI-3, at 4-12. The overbuild possibility was the greatest concern according to Mr. King. 3 N.T., at 34. Mr. King further opined that Verizon Wireless was the entity most likely to purchase the going-concern assets of SCCCC, LP (followed by TDS and SCCTC), 3 N.T., at 44, but he believed *54 that the possibility of such a purchase by Verizon Wireless would likely wane in the near future. Ex. LTI-3, at 18; 3 N.T., at 45, 67. Therefore, in his opinion, a prompt sale is necessary to maximize the sale value of the limited partnership. Id., at 67-68. Ms. Copp testified that, as president of SCCCC, LP, she intended to continue using the limited partnership's cash to upgrade its wireless network, rather than preserve capital to make any distributions at present to limited partners.[7] 1 N.T., at 82-84, 86-90. LTI's expert agreed that the absence of an upgraded network would adversely affect future revenues. 3 N.T., at 60-62. Although LTI's expert did not place a fair market value upon SCCCC, LP, and he believes that the appraised value given by Mr. Redpath was overstated, for purposes of this contested matter LTI agrees with the debtors' contention that LTI holds oversecured claims against the debtors. 4 N.T., at 46-47. That is, even if I were to conclude that Mr. Redpath overvalued SCCCC, LP, LTI acknowledges that the value of the debtors' interests in the limited partnership exceeds the amount owed by them to LTI. Therefore, if LTI's allowed claim is determined to be about $13.5 million, then LTI concedes that the value of the limited partnership must exceed $34.3 million, given the debtors' combined 40.8% interest. See also 3 N.T., at 42-43 (reducing Mr. Redpath's increasing revenue projections by 10%, as suggested by Mr. King, yields an enterprise value of $37 million). Because both experts agree that a prompt sale (occurring within 12 months) of SCCCC, LP would result in distributions to the limited partners that would provide for payment in full of LTI's claim (and the claims of other creditors), I need not determine in this contested matter the extent, if any, that the debtors' proposed valuation is overstated as argued by LTI. C. The parties, as is appropriate, focus upon certain specific terms of the proposed second amended joint plan, exs. D-1; LTI-1 (tab 11), in support of their respective positions regarding confirmation. Those terms particularly relevant to this dispute are as follows. The "effective date" of the proposed plan "means twenty (20) Business Days after the date the Confirmation Order becomes a Final Order." Plan, ¶ 2.20. A "final order" is defined in the plan as: an order of the [Bankruptcy Court] (or other court of competent jurisdiction) as to which (a) any appeal that has been taken has been determined finally or dismissed and such order has not been appealed, reversed, stayed, modified or amended and (b) the time for appeal or for requesting reargument or further review or rehearing has expired and no motion or similar pleading having the effect of tolling or otherwise extending the time to file an appeal or any such request has been filed and not yet determined.... Plan, ¶ 2.23. Therefore, were LTI to file an appeal from a confirmation order, the effective date of the plan would be delayed. In addition, an "allowed claim" means, inter alia, a claim "as to which Claim an objection to the Claim has been interposed, which objection has been resolved by a Final Order to the extent such objection is determined in favor of the holder of such Claim. Unless otherwise specified, *55 `Allowed Claim' shall not include interest on the principal amount of such Claim accruing from or after the Petition Date." Plan, ¶ 2.4. As will be discussed below, the debtors have since modified this provision. There are three classes of claims under the proposed plan. LTI's secured claim is in class 1. General unsecured claims are in class 2. And equity interest holders, i.e., the membership interests in the debtors, are placed in class 3. Plan, ¶ 4.1. The treatment of LTI's claim is found in Article VI of the plan. Paragraph 6.1 states that "LTI will receive the following in full satisfaction, payment and discharge of LTI's Allowed Claim, if any: (a) LTI will be paid in full the amount of its Allowed Claim from distributions from the LP to Debtors and SCTC of cash on hand of the LP and/or the sale proceeds of the LP or the proceeds of Debtors' interests in the LP. (b) If LTI's Claim is expunged or allowed in an amount not exceeding $3,500,000.00, Debtors will pay the Allowed Claim in full on the later of the Effective Date or the date on which LTI's Claim becomes an Allowed Claim pursuant to a Final Order. (c) If LTI's Claim is an Allowed Claim in an amount exceeding $3,500,000.00, LTI shall be paid as follows. Until full and complete satisfaction of its Allowed Claim, if any, LTI shall retain all of its liens and security interests granted to LTI as successor lender and assignee from CoBank.... Interest will accrue on account of LTI's Allowed Claim as the same may be reduced by payments from time to time, at the per annum rate of 6% from the date when an order allowing LTI's Claim becomes a Final Order until the date that LTI's Allowed Claim is paid in full.... If LTI's Claim becomes an Allowed Claim, Debtors shall pay LTI interest payments quarterly in arrears.... A balloon payment of LTI's Allowed Claim (if any) plus all accrued and unpaid interest thereon shall be made on the earlier of (i) the date of closing of the sale of the LP; or (ii) one year after the Effective Date." Within 60 days after LTI's allowed claim has been paid in full, the allowed claims of general unsecured creditors will be paid in full. And after all allowed claims have been paid, interest holders may receive a distribution under the plan. Plan, ¶¶ 6.2, 6.3. Since the proposed joint plan does not require full payment to these classes of claims or interests on the effective date of the plan, all three classes are impaired under section 1124. The proposed joint plan provides for the assumption, under section 365, of the October 2000 Limited Partnership Agreement, as amended,[8] as well as the April 2001 contribution agreement with SCTC. Plan, ¶ 8. 1. The proposed joint plan is to be funded as follows: Debtors shall fund payments to be made under the Joint Plan by distributions from the LP to SCTC and the Debtors of net income of the LP, pursuant to the terms of the Partnership Agreement and/or from proceeds from the sale of the LP or sale of the Debtors' interests to South Canaan Cellular Telephone Company pursuant to the Partnership Agreement. The LP will be put on the market by SCCI on or before the Effective Date and such sale shall close within twelve (12) months of the Effective Date. If, four (4) months following the *56 Effective Date, no buyer for the LP is procured or no offer submitted that is acceptable to Debtors, Debtors shall exercise their rights under Section 8.5 of the Partnership Agreement attached hereto as Exhibit "C" and sell their partnership interests to South Canaan Cellular Telephone Company whereupon the Joint Plan shall be funded from the proceeds of the sale of the partnership interests. Plan, ¶ 9.1. Paragraph 10.6 states that, unless provided for in the confirmation order, all creditors are enjoined after the effective date from all litigation, collection and enforcement actions against the debtors for the earlier of either 18 months after the effective date or the debtors' default under the confirmed plan. Paragraph 10.7 would similarly enjoin LTI from asserting any claim against SCTC, including prosecuting in state court or taking any other enforcement or collection activities, after the plan's effective date for the earlier of 18 months or the date of the debtors' default under the plan. Paragraph 10.8, styled "No Waiver of Discharge" states: Except as otherwise specifically provided herein, nothing in the Joint Plan shall be deemed to waive, limit or restrict in any way the discharge granted to the Debtors upon confirmation of the Joint Plan by section 1141 of the Bankruptcy Code. Paragraph 12.1 of the proposed plan identifies Ms. Copp as continuing as president of the debtors after confirmation and specifies the managers of the limited liability company debtors. Paragraph 12.2 is an exculpation provision that frees the debtors, their managers, professionals and agents from liability for actions taken in connection with these chapter 11 cases, except for willful misconduct or gross negligence. Finally, the proposed plan states that its provisions are "severable" if any particular provision is determined to be "invalid, void or unenforceable and if such provision(s) are excised, re-solicitation of the joint proposed plan is not necessary unless ordered by this court." Plan, ¶ 12.5. After the confirmation hearing concluded, the debtors and LTI submitted memoranda and supplemental memoranda in support of, and in opposition to, confirmation. In their joint supplemental memorandum, the debtors proposed to modify certain provisions of their proposed plan. Most relevant to LTI's objections are these: "LTI's Allowed Claim" means the amount of LTI's Claim that has been allowed by order of this Court, plus interest accrued from the Petition Date through the Effective Date at the rate of interest decided by the Bankruptcy court in connection with the Adversary Proceeding. Amended ¶ 2.30. Further, Amended ¶ 6.2(c), (d) would provide that if LTI is determined to hold an allowed claim exceeding $3.5 million, this claim will be repaid in full with interest at the rate of 6% from the effective date of the plan. At the confirmation hearing, Ms. Copp described the material terms of the debtors' joint amended plan as follows: Under the plan, the company is offered for sale on or before the effective date of the plan and the sale is to be completed within one year of the effective date of the plan. And the proceeds from the sale, which would be distributed to the debtors, along with cash on hand, that would be distributed to the debtors, would be contributed to pay the debtors' claims. And with respect to the LTI claim, to the extent that it's needed, the *57 cash distributed to the telephone company [SCTC] and sale proceeds distributed to the telephone company, would also be made available to satisfy LTI's allowed claim. Q. So, what exactly, does the plan require SCCI to do after the effective date of the plan? A. Continue to operate the company, offer the company for sale and if the sale doesn't seem to be developing very well by the end of the fourth month, if there's not, I guess, a sale agreement, that would be, I guess, an approved agreement, then SCCI would exercise the put to TDSto FCCTC [sic]. * * * Q. When does the plan propose that the LP will be put on the market? A. On or before the effective date. Q. In your mind, is putting the LP on the market and selling it, optional? A. No. 1 N.T., at 56, 70. At the time of the confirmation hearing, the debtors had not retained a broker or sale professional to begin marketing SCCCC, LP. 2 N.T., at 71. Moreover, given the provision of the plan that any sale price has to be acceptable to the debtors, Mr. Coughlin was less sanguine than Ms. Copp that the debtors would conduct a prompt sale of SCCCC, L.P.: I think our main concerns are its [the proposed plan terms] are very open-ended. 3 N.T., at 87. D. Although SCCTC is not a creditor of the debtors, it claimed status as a party in interest under 11 U.S.C. § 1109(b), owing to the debtors' plan provision providing for the assumption of the limited partnership agreement under 11 U.S.C. § 1123(b)(2). See generally In re Hemex Liquidation Trust, 129 B.R. 91, 95 (Bankr.W.D.La. 1991). As mentioned earlier, SCCTC is a wholly-owned subsidiary of United States Cellular Corp., the latter entity described as providing cellular services to 6.1 million subscribers, with projected revenues for 2009 of almost $7 billion. 1 N.T., at 16-17. SCCTC was formed in 1988, and U.S. Cellular made a capital investment when the SCCCC, LP limited partnership was reconstituted in 2000. Id. U.S. Cellular has purchased and sold "several hundred" cellular telephone companies. 1 N.T., at 17. SCCTC supports the debtors' jointly proposed chapter 11 plan. 1 N.T., at 24, 32-33. Furthermore, it does not oppose the debtors' proposed assumption of the limited partnership agreement. 1 N.T., at 25. In taking this position, SCCTC is aware that the plan has a contingency by which the debtors would exercise the "put" provision of the limited partnership agreement; moreover, in the event of such contingency occurring, SCCTC (through the testimony of an officer of TDS, who is its general counsel and who has been involved with SCCTC matters for many years, 1 N.T. at 9, 16, with TDS being the 80% owner of U.S. Cellular, and with TDS directing "all development activity" of U.S. Cellular, see 1 N.T., at 24) states that it would honor its contractual obligation and purchase the interests of the other limited partners. 1 N.T. at 27. As SCCTC has no assets other than its limited partnership interest, 1 N.T., at 47, U.S. Cellular would have to provide the funding for SCCTC to comply with its "put" obligation. The debtors believe that U.S. Cellular has the financial ability to fund SCCTC's purchase of the other limited partnership interests. *58 2 N.T., at 82.[9] To the extent the proposed joint plan results in a sale offer from a third party to purchase SCCCC, LP, SCCTC has no general opposition to such a sale, but with the belief that such a sale is conditioned upon SCCTC's approval of the final sale terms. 1 N.T., at 32-37. (Ms. Copp, while stating that she would seek SCCTC's concurrence, was uncertain whether SCCTC could veto any sale. 2 N.T., at 67-68.) In contrast to this position, SCCTC filed a document with this court, docket # 266, opposed to LTI's own proposal to sell SCCCC, LP.[10] Nor does it support LTI directly, or through an agent, managing the limited partnership. Although consenting to the debtors' proposed plan, SCCTC, as it was neither a creditor nor interest holder, did not vote as part of the confirmation process. The report of plan voting, ex. D-12, states that class 1, consisting only of the claims of LTI, voted to reject the jointly proposed plan. Class 2, the claims of unsecured creditors, voted in favor of the joint plan, as did class 3, the class of interest holders. Id. The actual ballots from class 2 unsecured creditors were offered in evidence and all accepted the plan. Only three entities voted: Bauknight, Pietras and Stormer, P.A. ("Bauknight"), prepetition accountants for the debtors, holding a claim against SCCI in the amount of $2,450 and against SCCE in the amount of $650; SCTC, asserting an unsecured claim of about $358,000, whose ballot was signed by Ms. Copp as its chairman; and SCCCC, LP, which voted its roughly $115,000 claim. Ex. D-12. All of the class 3 interest holders voted to accept the plan, with the exception of Mr. Coughlin who abstained. The two law firms that have represented the debtors in their chapter 11 cases have signed "waivers" under section 1129(a)(9), stating their agreement that any allowed administrative expenses held by these law firms shall not be paid until the allowed claim of LTI is repaid in full under the terms of the debtors' confirmed plan. Exs. D-30, D-31. Finally, as of December 11, 2009, the prime rate of interest was danielcollins@example.com%. Ex. D-27. The debtors' proposed plan calls for LTI to receive 6% interest on its allowed secured claim from the effective date until repaid in full. Interest payments are to be made quarterly. II. As noted earlier, the only objection to confirmation of the debtors' joint proposed chapter 11 plan comes from LTI. LTI holds a secured claim on the debtors' assets, which value consists primarily of their limited partnership interests in SCCCC, LP. Although the debtors and LTI agree that the value of these interests exceed the amount owed to LTI (estimated for confirmation purposes only at more than $13.5 million) and although the debtors have proposed a plan calling for the *59 sale of the limited partnership (a result supported by LTI given the overall nature of its objections) nonetheless LTI opposes confirmation of this plan. LTI (acting through Mr. Coughlin) believes: [T]he Debtors' only goal [in proposing this plan] is to delay. The Debtors, and specifically Ms. Copp, cling to the impractical business plan to delay and avoid the sale of the LP, in the face of enormous business and market risks. LTI's Supplemental Memorandum, at 1. In other words, LTI asserts that Ms. Copp has proposed a plan that does not absolutely require the sale of SCCCC, LP, and believes that she intends to use the post-confirmation period simply to litigate the amount of LTI's claim in the (vain) hope that such litigation will limit the amount owed, so that Ms. Copp may use the undistributed cash held by SCCCC, LP to repay LTI while retaining managerial control of the limited partnership. In LTI's view, such litigation and delay strategy represent a futile challenge to a simple assignment of valid claims held by CoBank, and the debtors' intended delay will result only in the reduction of value of SCCCC, LP to the detriment, primarily, of LTI. The debtors (acting through Ms. Copp) believe that LTI's (and Mr. Coughlin's) true intention is to obtain control of SCCCC, LP for its own benefit by defeating any chapter 11 plan proposed by the debtors and ultimately assuming control of SCTC's and the debtors' interests in SCCCC, LP, including the powers of the general partner. LTI, in the debtors' view, hopes to obtain control of an entity worth, according to the debtors, $60 million, with LTI having paid (improperly, the debtors believe) a relatively small sum to CoBank, while taking advantage of Ms. Copp's efforts to turn the SCCCC limited partnership into a valuable business. Such an LTI takeover of SCCCC, LP would, Ms. Copp asserts, result in the loss of millions in equity currently held by the debtors' members and the unjust enrichment of Mr. Coughlin. See Debtors' Memorandum in Support of Confirmation, at 20. Neither Mr. Coughlin's nor Ms. Copp's viewpoint is entirely consistent with all of the facts presented. For example, the proposed plan does not call for any delay in the sale process pending the debtors' objection to LTI's proofs of claim. In addition, LTI's assertion that the debtors' plan imposes risks primarily upon LTI fails to account for the position of SCCTC, the TDS controlled entity that holds a 49% interest in the limited partnership and that presumably would not allow its investment to be substantially diminished by risky behavior on the part of Ms. Copp. Yet, SCCTC supports the debtors' proposed plan, as do the debtors' equity members who are not related to Ms. Copp and who would also be at risk if the value of the limited partnership diminished. Moreover, the evidence revealed that Ms. Copp receives only modest compensation for her managerial positions with SCCCC, LP and the debtors. Thus, it is unlikely that the debtors' proposed plan is designed by Ms. Copp to permit her to continue receipt of such compensation. Similarly, the debtors' contention that LTI is intending a takeover of the limited partnership to the detriment of the limited partners and the equity members of the debtors overlooks the ability of SCCTC to prevent that occurrence. SCCTC presently has the contractual right to "call" or purchase the other 51% partnership interests at any time it chooses. Therefore, to the extent SCCTC opposes Mr. Coughlin's attempt to manage the limited partnership, it has the power to prevent it. And, at present, the position of SCCTC filed with this court suggests that it would not be *60 content to allow LTI to obtain control of SCCCC, LP. Putting aside these undercurrents of beliefs and motivations that the debtors and LTI impute to each other, I find that the numerous objections to confirmation raised by LTI fall into two primary categories. First, LTI contends that the debtors' proposed chapter 11 plan is not feasible. Second, LTI argues that the terms of the proposed plan are not "fair and equitable" as to its secured claim. Although these are the two main objections, there are also a number of miscellaneous or related objections.[11] III. Confirmation of a chapter 11 plan requires that the plan proponent meet all the requirements of section 1129(a), see, e.g., In re Dupell 2000 WL 192972, at *3 (Bankr.E.D.Pa.2000); In re Future Energy Corp., 83 B.R. 470, 481 (Bankr.S.D.Ohio 1988), except that of subsection 1129(a)(8) (requiring every impaired class of claims or interests to accept the plan). If all the provisions of section 1129(a) are established, save those of subsection 1129(a)(8), then the plan proponent can seek confirmation under section 1129(b). See 7 Collier on Bankruptcy, ¶ 1129.02[8] (16th ed. 2009) ("The condition set forth in section 1129(a)(8) is the only condition precedent which is not absolutely necessary for confirmation. If a plan satisfies the confirmation criteria set forth in section 1129(a), including the requirement that if a class of claims is impaired, at least one impaired class of claims accepts the plan, the plan may be confirmed notwithstanding the opposition of one or more impaired classes of claims or interests, provided the plan satisfies section 1129(b)."). Here, the debtors concede that not every impaired class of creditors has accepted their proposed amended chapter 11 plan. LTI, the only claim in class 1, does not; and LTI's claim may not be repaid until months after the effective date of the confirmed plan. Thus, the debtors concede that class 1 is impaired under 11 U.S.C. § 1124. See generally In re PPI Enterprises (U.S.), Inc., 324 F.3d 197, 205 (3d Cir.2003). Accordingly, they seek confirmation under section 1129(b)the fair and equitable provision. See generally In re Armstrong World Industries, Inc., 432 F.3d 507, 509-10 (3d Cir.2005). Although LTI challenges that the requirements of section 1129(b) have been established, it also contends vigorously that section 1129(a)(11), the feasibility provision, has not been proven. Unless the plan is feasible, a court need not consider the other objections. See, e.g., In re Dupell 2000 WL 192972, at *6. Section 1129(a)(11) provides: (a) The court shall confirm a plan only if all of the following requirements are met: * * * 11) Confirmation of the plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the debtor or any successor to the debtor under the plan, unless such liquidation or reorganization is proposed in the plan. Thus, to be confirmed, every chapter 11 plan must be "feasible" by virtue of section 1129(a)(11). *61 Section 1129(a)(11) codifies the feasibility requirement and requires that confirmation of the plan is not likely to be followed by liquidation or the need for further financial reorganization, unless such liquidation or reorganization is proposed in the plan. 11 U.S.C. § 1129(a)(11). To allow confirmation, the bankruptcy court must make a specific finding that the plan as proposed is feasible.... The standard of proof required by the debtor to prove a Chapter 11 plan's feasibility is by a preponderance of the evidence.... In determining whether a debtor's Chapter 11 plan of reorganization is feasible, we noted in Briscoe that "the [bankruptcy] court need not require a guarantee of success ... [o]nly a reasonable assurance of commercial viability is required." Id. at 1165-66.... All the bankruptcy court must find is that the plan offer "a reasonable probability of success." In re Landing Assoc., Ltd., 157 B.R. 791, 820 (Bankr.W.D.Tex.1993). Matter of T-H New Orleans Ltd. Partnership, 116 F.3d 790, 801 (5th Cir.1997) (citations omitted); see generally In re Continental Airlines, 91 F.3d 553, 563 (3d Cir. 1996). More recently, the Eighth Circuit Court of Appeals explained: While a reorganization plan's "[s]uccess need not be guaranteed," In re Monnier Brothers, 755 F.2d at 1341, [infra] the bankruptcy court cannot approve a plan unless it has at least a reasonable prospect for success. See id. ... The debtors bear the burden of establishing the feasibility of their plans by a preponderance of the evidence. In re Danny Thomas Properties II Ltd. Partnership, 241 F.3d 959, 963 (8th Cir. 2001). The purpose of the chapter 11 feasibility requirement is to prevent confirmation of "visionary schemes." See Matter of Pizza of Hawaii, Inc., 761 F.2d 1374, 1382 (9th Cir.1985); 7 Collier on Bankruptcy, ¶ 1129.02[11] (16th ed.2009). Although section 1129(a)(11) does not require that compliance with proposed plan terms be guaranteed, there must be a "reasonable prospect of success" and the plan must be "workable." 7 Collier on Bankruptcy, ¶ 1129.02[11] (16th ed.2009); see, e.g., In re Pikes Peak Water Co., 779 F.2d 1456, 1460 (10th Cir.1985); In re Clarkson, 767 F.2d 417, 420 (8th Cir.1985); In re Monnier Bros., 755 F.2d 1336, 1341 (8th Cir.1985); Corestates Bank, N.A. v. United Chemical Technologies, Inc., 202 B.R. 33, 45 (E.D.Pa.1996); In re Sugarhouse Realty, Inc., 192 B.R. 355, 366 (E.D.Pa. 1996). Accordingly, in these chapter 11 cases, the debtors have the evidentiary burden to demonstrate that there is a reasonable likelihood that they can fulfill the promises made to creditors and interest holders by their jointly proposed plan. Their sincerity and belief in their own ability to do so, however, is insufficient to meet this burden. Feasibility, as noted in the case of In re Bergman ... contemplates "the probability of actual performance of the provisions of the plan. Sincerity, honesty and willingness are not sufficient to make the plan feasible, and neither are visionary promises. The test is whether the things which are to be done after confirmation can be done as a practical matter under the facts." In re Hoffman, 52 B.R. 212, 215 (Bankr. D.N.D.1985) (quoting Matter of Bergman, 585 F.2d 1171 (2d Cir.1978)); see also In re Walker, 165 B.R. 994, 1004 (E.D.Va. 1994). Before considering LTI's specific issues regarding feasibility, I note that the *62 objector's position that "there must be a present and absolute certainty of the debtor's ability to fund the proposed treatments under the plan," citing In re Christian Faith Assembly, 402 B.R. 794, 800 (Bankr.N.D.Ohio 2009), LTI Memorandum, at 14, sets too high an evidentiary standard for compliance with section 1129(a)(11). As noted above, "[t]he feasibility requirement commands the debtor to demonstrate `reasonable prospects of financial stability and success. It is not necessary that success be guaranteed, but only that the plan present a workable scheme of organization and operation from which there may be a reasonable expectation of success.'" Corestates Bank, N.A. v. United Chemical Technologies, Inc., 202 B.R. at 45 (quoting 5 Collier On Bankruptcy ¶ 1129.02[11] (15th ed.1991)). "[T]he possibility of failure is not fatal" to confirmation. 7 Collier on Bankruptcy, ¶ 1129.02[11] (16th ed.2009). Furthermore, as noted above, evidence of feasibility need be proven only by a preponderance standard. See, e.g., Corestates Bank, N.A. v. United Chemical Technologies, Inc., 202 B.R. at 45. IV. Because LTI and the debtors agree for purposes of feasibility that LTI's secured claim is about $13.5 million, and because the plan proposes to repay LTI's allowed secured claim in full, in order for the debtors' proposed plan to be feasible under section 1129(a)(11) the debtors have the burden to demonstrate reasonable prospects for plan fundingeither from the sale of the limited partnership, with distributions then made to the limited partners, including the debtors, or from the sale of the debtors' interests in the limited partnership. LTI has acknowledged that the value of the debtors' combined interests in the limited partnership exceeds the amount of its claim, i.e., that LTI holds an oversecured claim. Thus, the debtors have demonstrated by the preponderance standard that either the sale of SCCCC, LP or the sale of their interests could generate enough proceeds to satisfy LTI's claim in full.[12] However, LTI contends that the evidence did not demonstrate that either sale was likely to occur. The debtors disagree. As quoted earlier, the relevant provision of the proposed plan, ¶ 9.1, states: Debtors shall fund payments to be made under the Joint Plan by distributions from the LP to SCTC and the Debtors of net income of the LP, pursuant to the terms of the Partnership Agreement and/or from proceeds from the sale of the LP or sale of the Debtors' interests to South Canaan Cellular Telephone Company pursuant to the Partnership Agreement. The LP will be put on the market by SCCI on or before the Effective Date and such sale shall close within twelve (12) months of the Effective Date. If, four (4) months following the Effective Date, no buyer for the LP is procured or no offer submitted that is acceptable to Debtors, Debtors shall exercise their rights under Section 8.5 of the Partnership Agreement attached hereto as Exhibit "C" and sell their partnership interests to South Canaan Cellular Telephone Company whereupon the Joint Plan shall be funded from the proceeds of the sale of the partnership interests. LTI maintains in its post-hearing memoranda that plan feasibility is lacking for *63 the following reasons: (1) debtors retain too much discretion as to terms of any eventual sale of SCCCC, LP; (2) any proposed sale of the limited partnership would be contingent upon approval by SCCTC, and that entity has not given its approval; (3) the debtors have not properly obtained SCTC's consent to the assumption of the partnership agreement, because SCTC's limited partnership interest is controlled by LTI, under the pledge agreement; (4) debtors have not taken any substantive steps in furtherance of a sale of SCCCC, LP; (5) the "put" provision of the limited partnership agreement may not be funded; and (6) the debtors proposed plan does not contain any "backup" provisions if the limited partnership is not sold within one year or the "put" provision is not effectuated. A. I agree with LTI that a party proposing a chapter 11 plan that calls for the sale of an asset typically will need to present some evidence of a bona fide offer or competent marketing efforts to establish feasibility. See generally In re Milford Connecticut Associates, L.P., 404 B.R. 699, 702 (D.Conn.2009); In re Kings Gate Apartments, Ltd., 206 B.R. 233, 235 (Bankr.W.D.Okla.1996); In re Calvanese, 169 B.R. 104, 107-08 (Bankr.E.D.Pa.1994): In the clear majority of cases considering such or similar plans, bankruptcy courts have refused to confirm plans which keep creditors `on hold' without receipt of payments while the debtor seeks to sell real estate which it has been unable to sell in years past. Generally, these courts point out that such plans are nothing more than speculative ventures which place all the risk on the respective secured creditors, and, therefore, are not ... feasible. (citation omitted). Nonetheless there have been decisions finding proposed plans feasible without evidence of marketing efforts or a firm offer to purchase. See, e.g., Matter of T-H New Orleans Ltd. Partnership, 116 F.3d 790, 801-02 (5th Cir.1997) (plan proposing to repay secured creditor out of revenues, with a sale of collateral if in default, was feasible without evidence of a sale offer or marketing efforts); In re Barnes, 309 B.R. 888, 895 (Bankr.N.D.Tex.2004) (plan calling for future sale of assets was feasible when those assets had been increasing in value). The likelihood of a future sale can be demonstrated by other evidence in certain circumstances. Here, the debtors' expert, Mr. Redpath, and LTI's expert, Mr. King, agreed that Verizon Wireless is likely to be interested in purchasing the limited partnership. I find their reasons (having to do largely with wireless coverage zones and the amount of roaming revenue paid) persuasive. And there is no suggestion from LTI that Verizon Wireless could not obtain funds necessary for such purchase. In addition, there is no dispute that SCCCC, LP presently generates a significant amount of net annual income, which income has been increasing substantially for the past few years, and which would make its business attractive to other entities. Thus, from the evidence presented, I find it likely that the debtors could obtain a purchaser and sell the limited partnership within one year of confirmation. See generally In re Barnes, 309 B.R. at 895; cf. In re Mid-Towne Associates, 36 F.3d 1097 (Table), 1994 WL 487347, at *3 (6th Cir. 1994) (plan proposing sale to prospective purchaser was feasible given the prospective purchaser's net worth and prior experience). Evidence of the feasibility of a sale under this plan is also enhanced by the existence of the contractual "put" provision in the limited partnership agreement. If *64 there is no acceptable offer tendered within four months of the effective date, the debtors have committed to exercising the "put" option and sell their interests to SCCTC. Cf. In re Mastel, 2010 WL 234971, at *5-*7 (Bankr.D.Mont.2010) (equity in property and sale deadline in the proposed plan were sufficient to establish feasibility under section 1325(a)(6)). Under the terms of the partnership agreement, unless a price of those interests is mutually acceptable, appraisal values establish the price SCCTC must pay. And, as acknowledged by LTI, there is evidence that appraisals will justify a price that would support the debtors' plan commitments. The procedure for exercise of the "put" provision is detailed in the limited partnership agreement. Nevertheless, LTI complains that the debtors offered no evidence that SCCTC could afford to pay the necessary purchase price. LTI is correct that the evidentiary record discloses that SCCTC owns no assets other than its interest in the limited partnership. However, it also appears that SCCTC, which has been a limited partner for many years, never had any other assets. It is a subsidiary entity, entirely owned by U.S. Cellular, which in turn is controlled and 80% owned by TDS. And credible evidence was offered from an officer of TDS that U.S. Cellular would honor SCCTC's contractual commitment and could easily afford to do so.[13] Given the evidentiary standard for feasibility, this is sufficient to meet the debtors' burden of persuasion on this point. See In re Travelstead, 227 B.R. 638, 651-52 (D.Md.1998). The SCCTC "put" provision also renders it highly likely that SCCTC would support any third-party sale proposed by the debtors sufficient to meet the plan's obligation to repay LTI's secured claim in full. As a 49% limited partner, SCCTC is highly unlikely to object to the sale of the limited partnership because the proposed purchase price is too high. More plausible would be its objection that the sale price is too low. In the face of such an objection, however, SCCTC would find it difficult to argue that its "put" obligation should not be greater than 40.8% of the rejected purchase price (or 51% if SCTC's interest is included). Thus, if there is a third-party offer that fulfills the debtors' plan obligation to repay LTI's allowed claim in full, and is acceptable to the debtors, there is little chance that an SCCTC objection to the proposed sale would result in sale proceedseither of the limited partnership or of the debtors' limited partnership intereststhat would not fully compensate LTI's allowed claim. Additionally, LTI raises the concern that the debtors would receive an offer to purchase the limited partnership within four months, but that no closing would occur within the one year period. Presumably, closing could fail because: the purchaser could not obtain the necessary funds or any requisite FCC approval; owing to actions taken by SCCCC, LP to cause such failure; or a steep decline in SCCCC, LP revenues that would constitute a material adverse change. Given the expert evidence presented as to the likely third-party purchasers (e.g., Verizon Wireless, TDS), the terms and length of the present roaming agreement between SCCCC, LP and Verizon Wireless, and credible testimony from Ms. Copp that she intends to act so as to *65 maximize distributions to the equity members of the debtors, I find LTI's fears on this point unfounded. Ms. Copp would not act intentionally so as to default under the terms of a confirmed plan, as such conduct could result under section 1112(b)(4)(M), (N) either in dismissal of the case (with LTI's potential recovery of the debtors' partnership interests) or conversion to chapter 7 and a forced sale by a chapter 7 trustee. Accordingly, I am persuaded that the credible evidence presented at the confirmation hearing is sufficient to demonstrate that the debtors' jointly proposed plan calling for the sale of the limited partnership within one year, with the fall-back position that if no viable offer to purchase is made within four months of the effective date,