In re Arnold & Baker Farms, 85 F.3d at 1421. In support of its proposed dirt for debt plan, Debtor relies on Sandy Ridge Dev. Corp. v. Louisiana Nat'l Bank (In re Sandy Ridge Dev. Corp.), 881 F.2d 1346 (5th Cir.1989), rehearing den., 889 F.2d 663, in which the Fifth Circuit Court of Appeals held that a creditor receives the indubitable equivalent of its secured claim when it receives all of the property to which its lien attaches. That case is not helpful because the secured creditor in that case was undersecured and the guarantors were not to be released.

Findings on the value of the real estate are necessary to determine whether the indubitable equivalency requirement in § 1129(b)(2)(A)(iii) will be met. The value of the real estate will indicate whether the plan before the Court will result in the conveyance of all or a portion of the collateral to PNC. A creditor receives the indubitable equivalent of its secured claim when it receives all of the property to which its lien attaches, because "common sense tells us that property is the indubitable equivalent of itself." Sandy Ridge Dev. Corp. v. Louisiana Nat'l Bank (In re Sandy Ridge Dev. Corp.), 881 F.2d 1346, 1350 (5th Cir.) (" Sandy Ridge I"), reh'g denied, 889 F.2d 663 (5th Cir. 1989) (" Sandy Ridge II"); see also In re Western Real Estate Fund, Inc., 109 B.R. 455, 464 (Bankr.W.D.Okla. 1990). Plans that only convey part of the property securing the claim are more difficult.

Conceivably, the transfer may be either a full transfer or a partial transfer of the collateral. See generally, In re Sandy Ridge Dev. Corp. ("Sandy Ridge I"), 881 F.2d 1346 (5th Cir. 1989), reh'g, en banc, denied, 889 F.2d 663 (5th Cir. 1989). When a debtor proposes a partial transfer of collateral pursuant to a plan, it is essential for the bankruptcy court to estimate the value of the "dirt" in order to determine how much of the collateral will ultimately be transferred to the creditor in satisfaction of the debt.

Even a plan compliant with these alternative minimum standards is not necessarily fair and equitable. Matter of Sandy Ridge Dev. Corp., 881 F.2d 1346, 1352 reh'g denied, 889 F.2d 663 (5th Cir. 1989). The non-exhaustive nature of the three subsections is inconsistent with treating them as compartmentalized alternatives.

However, none of the plans in these cases required a secured creditor to accept part of its collateral in full satisfaction of its secured claim. A subsequent opinion denying the petition for rehearing clarifies that this was the holding of Sandy Ridge. See Matter of Sandy Ridge Development Corp., 889 F.2d 663, 663 (5th Cir. 1989) (Sandy Ridge II) ("In denying the petition for rehearing, we observe that we have held that . . . the plan in question meets the requirements of 11 U.S.C. § 1129(b)(2)(A)(iii) . . . .").

The record suggests that Warfield and Lee had never contributed any cash to the partnership; both are successful businessmen.See Matter of Sandy Ridge Dev. Corp., 881 F.2d 1346, 1351 (5th Cir.), on reh., 889 F.2d 663 (5th Cir. 1989). III. [17] DISGORGEMENT OF FEES

See also In re Sandy Ridge Dev. Corp., 881 F.2d 1346, 1352 (5th Cir.) (remarking "simple technical compliance with the requirements of section 1129(b)(2) does not assure that the plan is fair and equitable. Instead, this section merely sets minimal standards that a plan must meet, and does not require that every plan not prohibited be approved") (citation omitted), reh'g denied, 889 F.2d 663 (5th Cir. 1989). An examination of caselaw reveals sparse discussion on the subject and a lack of accord as to what "implicit requirements" a plan must satisfy.

Although Debtor contends that the Bankruptcy Court erred in confirming a liquidation plan instead of the reorganization plan proposed by the Debtor, the Bankruptcy Court correctly concluded that, as a matter of law, the Bankruptcy Code permits liquidation plans in Chapter 11 proceedings and such a plan does not violate the requirements of § 1129(a). See 11 U.S.C. § 1123(b)(4) (a plan may "provide for the sale of all or substantially all of the property of the estate, and the distribution of the proceeds of such sale among holders of claims or interests"); see also In the Matter of Sandy Ridge Development Corp., 881 F.2d 1346, 1352, reh'g denied, 889 F.2d 663 (5th Cir. 1989) ("It is clear from [1123(b)(4) and other statutory provisions] that although Chapter 11 is titled `Reorganization,' a plan may result in the liquidation of the debtor."). Similarly, GECC was properly permitted to credit-bid the aggregate amount of its allowed claim under the terms of its plan. Courts and commentators have concluded that Congress did not intend to deprive creditors of the right to bid their full claim under a reorganization plan. See, e.g.

Section 11 U.S.C. § 1129(b)(2)(A) establishes minimal, non-exclusive, requirements that must be met for a plan of reorganization to be considered fair and equitable to a class of secured claims. Sandy Ridge Dev. Corp. v. Louisiana Nat. Bank, 881 F.2d 1346, 1352 (5th Cir.), reh'g denied, en banc, 889 F.2d 663 (5th Cir. 1989); In re Simons, 113 B.R. 942, 945 (Bankr.W.D.Tex. 1990). In particular, the bankruptcy court may find a plan of reorganization "fair and equitable" to a secured creditor if the creditor receives the "indubitable equivalent" of its allowed secured claim.

The plan must allocate value to the dissenting class consistent with the value allowed other classes with similar legal claims. See In re Sandy Ridge Dev. Corp., 889 F.2d 663 (5th Cir.1989). The classes of equity are totally impaired, and they will be under any conceivable arrangement.