GUERRIERI, CLAYMAN, BARTOS & PARCELLI, P.C.,
Counsel for the Associ-
ation of Professional Flight Attendants, 1900 M Street, N.W., Washington, D.C, 20036, By: Robert S. dayman, Esq.
[23]*23MOONEY, GREEN, SAINDON, MURPHY & WELCH, Counsel for the Transport Workers Union of America, AFL-CIO, 1920 L Street, N.W, Suite 400, Washington, D.C. 20036, By: Richard S. Edelman, Esq.
VEDDER PRICE P.C„ Counsel for Bank of America, N.A., Merrill Lynch Credit Products, LLC and Global Principal Finance Company, LLC, 1633 Broadway, 47th Floor, New York, New York 10019, By: Michael J. Edelman, Esq., -and- 222 N. LaSalle St., Ste. 2600, Chicago, Illinois 60601, By: Douglas J. Lipke, Esq., Jonathan E. Aberman, Esq.
MEMORANDUM OF DECISION
SEAN H. LANE, UNITED STATES BANKRUPTCY JUDGE
Before the Court are two motions seeking to enforce certain terms of the Fourth Amended Joint Chapter 11 Plan [ECF No. 10367] (the “Plan”) of the above-captioned debtors and reorganized debtors (collectively, the “Debtors”). The motions were filed by (i) the Allied Phots Association, the Association of Professional Flight Attendants, the Transport Workers Union of America, AFL-CIO (collectively, the “Unions”) [ECF No. 12666], and (ii) the Bank of America, N.A., Merrill Lynch Credit Products, LLC and Global Principal Finance Company, LLC (collectively, “BAML,” and together with the Unions, the “Movants”) [ECF No. 12676]. The Movants are claimants in these bankruptcy cases who argue that they are entitled to additional distributions under the Plan—so called true-up payments—beyond the payments they already received in the form of stock in the reorganized Debtors. The true-up payments are necessary, the Mov-ants argue, for them to receive the same number of shares of stock as other claimants who were paid earlier but did not bear the cost of certain subsequent tax payments. The estate made these tax payments from money held in reserve to be paid to creditors. The Debtors assert that the Movants are misinterpreting the terms of the Plan and that the Movants have been paid in full based on the value of the stock that the Movants have already received. Based on the language of the Plan and for the reasons set forth below, the Movants’ motions are granted.
BACKGROUND
In November 2011, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. In June 2013, the Debtors filed their Disclosure Statement for Debtors’ Second Amended Joint Chapter 11 Plan (the “Disclosure Statement”) [ECF No. 8691], which was approved by this Court. [ECF No. 8614]. The Debtors subsequently established a procedure for creating a reserve to pay claims that were disputed at the time of Plan confirmation but that might later become allowed claims. See Order Establishing Maximum Amount of Disputed Claims to be Utilized for Determining Disputed Claims Reserve Under Debtors’ Second Amended Joint Chapter 11 Plan and Approving Certain Procedures in Connection with Disputed Claims Reserve (the “Disputed Claims Order”) [ECF No. 9560]. In October 2013, the Court entered an order confirming the Plan (the “Confirmation Order”) [ECF No. 10367-1]. The Plan became effective on December 9,2013 (the “Effective Date”). See Notice of (I) Entry of Order Confirming Plan and (II) Occurrence of Effective Date [ECF No. 11402].1
[24]*24Before addressing the Plan’s treatment of claims, it is important to define a few terms. The Plan refers generally to unsecured claims, with limited exceptions, as the “Single-Dip General Unsecured Claims.” Plan § 1.206.2 For purposes of these motions, however, it is important to understand the distinction among such claims. There are claims that have been allowed for payment (“Allowed Claims”) and claims where payment is subject to disallowance (“Disputed Claims”). Moreover, not all claims were allowed at the same time. Some claims were allowed as of the Effective Date (“Effective Date Allowed Claims”), while other claims became allowed later (“Post-Effective Date Allowed Claims”).'
The Movants here are' all entitled to payment under the Plan as unsecured creditors whose claims have been allowed. BAML is the holder of twelve Post-Effective Date Allowed Claims,3 while the Unions are entitled to an allocation of the recovery for Posh-Effective Date Allowed Claims pursuant to the terms of the Plan.4
A. Plan Distribution Scheme
Claimholders under the Plan do not receive the certainty of a fixed dollar recovery but rather are paid in shares of stock in the reorganized entity. See Disclosure Statement § I.C.3 (discussing distribution mechanics). Stated a slightly different way, the currency for payment of claims is shares of stock. Seeking to avoid disputes and litigation over valuation issues, the Debtors choose to use the market to set the recovery for claimants. As the Debtors have explained, “[a] central thesis of the Plan was a mechanism to distribute shares of New Common Stock among the stakeholders based on market factors rather than a designated value assigned to the shares.” Debtors’ Reply to the Response of (I) Bank of America, NA., Merrill Lynch Credit Products, LLC and Global Principal Finance Company and (II) Commonwealth of Puerto Rico to Debtors’ Motion for Entry of Order Authorizing Release of Excess Reserve Funds Held in Disputed Claims Reserve ¶ 4 (the “Debtors’ Reply to Post-Effective Claimholders”) [ECF No. 12524]. Indeed, the Disclosure Statement specifically warned that “[Notwithstanding compliance by the Debtors or the Reorganized Debtors, as applicable, with their obligations under the Plan, there can be no assurance that an active trading market for the New Common Stock will develop or as to the prices at which the New Common Stock will trade.” Disclosure Statement § IV.E.3.
The mechanism for determining the exact number of shares to be received by [25]*25claimants under the Plan is complex. Claims allowed as of the Effective Date received “New Mandatorily Convertible Preferred Stock,”5 which was subsequently converted to common stock on the 30th, 60th, 90th, and 120th days after the Effective Date (the “Mandatory Conversion Dates”).6 See Disclosure Statement § I.C.3. The number of shares distributed to Allowed Claims during this 120-day period was determined through formulas that awarded the shares based on the stock price on each Mandatory Conversion Date. See Disclosure Statement § I.C.3; Plan §§ 4.3, 4.4, 4.5, 4.10, 4.11, 4.12, 4.17, 7.3(b); Exh. B to Plan. These formulas did not distinguish between claims allowed on the Effective Date of the Plan and those allowed after the Effective Date. See Plan §§ 1.9, 7.3(b). The idea appears to have been to survey the value of the stock over this 120-day period so as to arrive at the most appropriate- value in shares that would constitute full payment to unsecured creditors.7 All parties agree that, during the 120-day period covering the Mandatory Conversion Dates, thq formulas resulted in Effective Date Allowed Claims receiving 30.7553 shares of New Common Stock for each $1,000 of Allowed Claims.8 Important for purposes of these motions, the Plan specifically provided that after the 120th day following the Effective Date, there-would be no further modification to this ratio for later allowed claims. See Plan § 4.11; see also Exh. B to Plan at § 5.1(iv) (“For the avoidance of doubt, following the 120th day following the Plan Effective Date, Holders shall have no rights under the Seríes A Preferred Stock other than the right to receive the shares of Common Stock into which their shares of Series A Preferred Stock were converted pursuant to any Mandatory Conversion or Optional Conversion hereunder and the right that a holder of shares of Common Stock would have corresponding thereto.”); Debtors’ Omnibus Response ¶ 9 (“Since the Mandar tory Conversion Date, the same distribution rate of 30.7553 shares of New Common Stock for each $1,000 of Allowed [26]*26Claims (including applicable accrued interest) has applied to each distribution from the Disputed Claims Reserve .... ”).
Additionally, the Plan provided that the Debtors’ old equity holders would receive an initial distribution on the Effective Date of 3.5% of the New Common Stock, with the right to receive additional shares on the Mandatory Conversion Dates allocated pursuant to the same formula used for Allowed Claims. See Disclosure Statement § I.C.3; Plan §§ 4.5 (discussing recovery for Class 5 - AMR Equity Interests); 1.131 (defining Initial Old Equity Allocation), 1.148 (defining Market-Based Old Equity Allocation).
B. Subsequent Distributions Under the Plan
In addition to the initial distributions on the Effective Date, the Plan contemplates two other types of distributions to holders of Allowed Claims: (1) distribution upon the allowance of a Disputed Claim, and (2) distribution of excess shares held in reserve by the estate.
1. Distributions Upon Allowance of Disputed Claims
On the Effective Date, the Debtors established a reserve for the payment of Disputed Claims that would subsequently become Allowed Claims (the “Disputed Claims Reserve”). Shares are held in the Disputed Claims Reserve until they are paid to a claimholder when a Disputed Claim is allowed. Section 7.5(a) of the Plan governs the distribution of shares from the Disputed Claims Reserve to Post-Effective Date Allowed Claims at the time of their allowance. It provides, in part, that “[a]ll distributions made under this Section 7.5 on account of Allowed Claims shall be made ... as if such Allowed Claims had been Allowed Claims on the dates distributions were previously made to holders of Allowed Claims in the applicable Class, but shall be made net of any expenses relating thereto, including any taxes imposed thereon or otherwise payable by the Disputed Claims Reserve.”9
The Disputed Claims Reserve was formed as a “disputed ownership fund” under Treasury Regulation § 1.468B-9. See Plan § 7.3(d). While no tax liability accrued when assets were placed into the Disputed Claims Reserve, distributions from the Disputed Claims Reserve are treated as a taxable exchange by the IRS. See Disclosure Statement § VLB.5; Treas. Reg. § 1.468B-9(c)(4). Because the value of the American stock has increased since the time it was placed in the Disputed Claims Reserve, a distribution from the Disputed Claims Reserve now results in a taxable gain. See IRC § 1001(a); Treas. [27]*27Reg. § 1.468B-9(c)(4). Accordingly, these are taxes attributable to the Disputed Claims Reserve itself. See Disclosure Statement § VI.B.5 (“The Disputed Claims Reserve will be a separate taxable entity for U.S. federal income tax purposes subject to a separate entity-level tax at the maximum rate applicable to trusts and estates, and all distributions from the Disputed Claims Reserve will be taxable to such reserve as if sold at fair market value.”).10
The Plan was drafted with the understanding that the Debtors’ estate needed to pay taxes that might accrue, but there was no guarantee that sufficient shares would exist in the Disputed Claims Reserve to pay such taxes after distributions to claimants. Section 7.5(a) therefore provides that distributions made from the Disputed Claims Reserve to Post-Effective Date Allowed Claims would “be made net of any expenses relating thereto, including any taxes imposed thereon or otherwise payable by the Disputed Claims Reserve.” Plan § 7.5(a). The reduction in distributions to pay the Disputed Claims Reserve’s tax liabilities has resulted in Postr-Effec-tive Date Allowed Claims receiving up to 9.7% fewer shares than the shares received by Effective Date Allowed Claims in the first 120 days. More specifically, the Movants appear to have received somewhere between 27.526 shares and 28.4351 shares per $1,000 of Allowed Claims, rather than the 30.7553 shares paid on Effective Date Allowed Claims.11
2. Distribution of Excess Shares from the Disputed Claims Reserve
Section 7.4 of the Plan provides for “true-up” payments when there are more shares in the Disputed Claims Reserve than are needed to satisfy the remaining Disputed Claims. As the amount of Post-Effective Date Allowed Claims becomes known, the Plan provides that “true-up” payments will be made from the excess shares to holders of allowed claims and interests, through either “Interim True-Up” distributions or a “Final True-Up” distribution when the ease is ready to be closed. See Plan §§ 7.4(a), (b). The “Final True-Up” provision states:
On the Final Distribution Date, or as soon thereafter as reasonably practicable, all shares of New Common Stock remaining in the Disputed Claims Reserve (after making all distributions pursuant to Section 7.5(a) hereof on account of Disputed Single-Dip General Unsecured Claims that have become Allowed [28]*28Single-Dip General Unsecured Claims prior to such date), shall be distributed on account of the American Labor Allocation, the Market-Based Old Equity Allocation, and to holders of Allowed Single-Dip General Unsecured Claims, as applicable, based upon how such shares of New Common Stock would have been distributed on the Initial Distribution Date and each Mandatory Conversion Date if on the Effective Date the aggregate amount of all Allowed Single-Dip General Unsecured Claims were in the amount of such Claims on the Final Distribution Date and there were no Disputed Single-Dip General Unsecured Claims on the Effective Date.
Plan § 7.4(b).
The Debtors initially assumed that the maximum allowed Single-Dip General Unsecured Claims would total $3.2 billion, based on approximately $2.44 billion of claims allowed by the Effective Date and $755 million as the estimated maximum of disputed claims that would be allowed Post-Effective Date. See Disputed Claims Order at 3. The Plan therefore set aside $755 million in stock in the Disputed Claims Reserve to cover the estimated maximum of Post-Effective Date Allowed Claims. But because certain Disputed Claims were disallowed, there will be more shares in the Disputed Claims Reserve than necessary to pay the actual Post-Effective Date Allowed Claims. Thus, there is money available for true-up payments.12
As holders of Post-Effective Date Allowed Claims, the Movants have received distributions that had been reduced by the taxes accrued by the Disputed Claims Reserve. The Movants argue that they should receive true-up payments under Section 7.4 of the Plan to make their recovery in shares of stock equal to that of the holders of Effective Date Allowed Claims, who received more shares of stock because there was no reduction to pay taxes. The Debtors disagree, arguing that the Movants have already received full value for their claims because the value of the shares increased after the Effective Date Allowed Claims were paid. The Debtors contend, therefore, that the excess funds in the Disputed Claims reserve should be passed on to the Debtors’ old equity holders, a more junior class.
DISCUSSION
A. The Applicable Legal Standards
“When interpreting a confirmed plan, the principles of contract law apply.” MF Glob. Holdings Ltd v. Pricewaterhou-seCoopers LLP, 43 F.Supp.3d 309, 313 (S.D.N.Y. 2014) (quoting In re Dynegy Inc., 486 B.R. 585, 590 (Bankr. S.D.N.Y. 2013)). “For purposes of interpretation, ‘all documents which were confirmed together to form the contract’ are added to the [p]lan itself.” In re WorldCom, Inc., 352 B.R. 369, 377 (Bankr. S.D.N.Y. 2006) (quoting Goldin Assocs., L.L.C. v. Donaldson, Luflcin & Jenrette Sec. Corp., 2004 WL 1119652, at *3, 2004 U.S. Dist. LEXIS 9153, at *14 (S.D.N.Y May 20, 2004)). Thus, a debtor’s plan and disclosure statement “should be read together to ascertain the meaning of [p]lan provisions.” In re WorldCom, 352 B.R. at 377 (citing Goldin, 2004 WL 1119652, at *3-4, 2004 U.S. Dist. LEXIS 9153, at *14-17).
Under New York law, “when parties set down their agreement in a [29]*29clear, complete document, their writing should as a rule be enforced according to its terms. Evidence outside the four corners of the document as to what was really intended but unstated or misstated is generally inadmissible to add to or vary the writing[,]” unless the contract is ambiguous.13 W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 162, 565 N.Y.S.2d 440, 566 N.E.2d 639 (1990). A contract provision is ambiguous if it is “susceptible to more than one reasonable interpretation.” Brad H. v. City of N.Y., 17 N.Y.3d 180, 186, 928 N.Y.S.2d 221, 951 N.E.2d 743 (2011). “Whether or not a writing is ambiguous is a question of law to be resolved by the courts .... It is well settled that extrinsic and parol evidence is not admissible to create an ambiguity in a written agreement which is complete and clear and unambiguous upon its face.” Giancontieri, 77 N.Y.2d at 162-63, 565 N.Y.S.2d 440, 566 N.E.2d 639 (internal citations and quotations omitted). Furthermore, contractual provisions “are not ambiguous merely because the parties interpret them differently.” Universal Am. Corp. v. Nat’l Union Fire Ins. Co. of Pittsburgh, 25 N.Y.3d 675, 680, 16 N.Y.S.3d 21, 37 N.E.3d 78 (2015).
“A contract should be read as a whole to ensure that undue emphasis is not placed upon particular words and phrases. ... Courts may not by construction add or excise terms, nor distort the meaning of those used and thereby make a new contract for the parties under the guise of interpreting the writing.” Comed-me v. Portville Cent. Sch. Dist., 12 N.Y.3d 286, 293, 879 N.Y.S.2d 806, 907 N.E.2d 684 (2009) (internal citations omitted). “[S]pe-cific clauses of a contract are to be read consistently with the overall manifest purpose of the parties’ agreement. Contracts are also to be interpreted to avoid inconsistencies and to give meaning to all of its terms.” Barrow v. Lawrence United Corp., 146 A.D.2d 15, 538 N.Y.S.2d 363, 365 (1989) (internal citations omitted).
B. The Movants Correctly Interpret Payment under the Plan as Share-Based, Not Value-Based
In analyzing whether the Movants are entitled to receive a “true-up” distribution, both sides agree that the relevant provision is Section 7.4(b) of the Plan, which covers the final “true-up” distribution.14 While it is clear that the true-up provision is designed to provide an additional payment to a claimant if necessary to ensure an appropriate recovery, the parties have a markedly different interpretation of how Section 7.4(b) works.
The Movants believe they are entitled to a true-up under Section 7.4(b) to reimburse them to the extent that the payment on their claims in stock was reduced to pay their share of the Disputed Claims Reserve’s taxes. The Movants rely on the statement in Section 7.4(b) that excess shares in the final true-up “shall be distributed on account of the American Labor Allocation, the MarkeWBased Old Equity Allocation, and to holders of Allowed Single-Dip General Unsecured Claims, as applicable, based upon how such shares of New Common Stock would have been dis[30]*30tributed on the Initial Distribution Date and each Mandatory Conversion Date _” Plan § 7.4(b) (emphasis added). Thus, the final true-up harkens back to how a claim would have been paid if it was allowed on the Effective Date. On the Initial Distribution Date and the Mandatory Conversion Dates, Effective Date Allowed Claims received 30.7553 shares per $1,000. But for the Post-Effective Date Allowed Claims that were paid later, the Movants received fewer shares per $1,000—any-where from 27.525 shares to 28.4351 shares—because they had to first pay their pro rata shares of the taxes paid on the Disputed Claims Reserve. If the Movants' claims had been allowed on the Effective Date—and shares had been distributed to them on the Initial Distribution Date and each Mandatory Conversion Date—the Movants would have received a distribution of 30.7553 shares per $1,000. Viewing Section 7.4 as part of a share-based plan, the Movants see the “based upon” language as a reference to the way claims were paid in shares. Thus, if the true-up for Posh-Effective Date Allowed Claims is “based upon how such shares of New Common Stock would have been distributed on the Initial Distribution Date and each Mandatory Conversion Date[,]” the Mov-ants argue that such true-up distribution must bring Post-Effective Date Allowed Claims up to the 30.7553 shares paid to claims allowed on the Effective Date. Plan § 7.4(b).
By contrast, the Debtors take a value-based approach to Section 7.4. They assert that Section 7.4 provides a true-up distribution to holders of Allowed Claims only if the holders of Allowed Claims received less than 100% of the value of them claims. See Hr’g Tr. 88:8-23, Feb. 23, 2016; see also Hr’g Tr. 92:8-14, Feb. 23, 2016 (Debtors’ counsel) (“If, on that distribution date, the value had been less than 100 cents, I have to go back and do a recalculation as I close up the [Disputed Claims Reserve]. And I do that calculation based on what my claims pool has finally been defined to be. And I look at the share price that’s distributed at that point in time, and I distribute them a number of shares until they’ve received full value.”). The Debtors view Section 7.4 aS referring to the treatment provisions of the Plan, which set forth a formula to determine the allocation of stock to be distributed. See Hr’g Tr. 89:24-94:3, Feb. 23, 2016. The Debtors interpret this language to anchor the payment of the Movants’ claims to the monetary value of the distribution received by the Single-Dip General Unsecured Claims on the Effective Date, rather than the number of shares paid to those claimants. The Debtors believe that no true-up distribution is required here because these Mov-ants already received full value given the subsequent increase in the share price after the Effective Date. See id. As the Movants received value that was equal to at least 100% of their claims, the Debtors contend that the excess shares remaining in the Disputed Claims Reserve should be given instead to equity holders. The Debtors also argue that the taxes paid by the Disputed Claims Reserve were properly withheld from the distribution to the Mov-ants, who nonetheless received full value.
The Court finds the Movants’ view to be the better interpretation of Section 7.4(b). As the Debtors have previously conceded, the “central thesis of the Plan was a mechanism to distribute shares of New Common Stock among the stakeholders based on market factors rather than a designated value assigned to the shares.” Debtors’ Reply to Posb-Effective Claimholders ¶4. The Plan is share-based as it provides for recovery to holders of Post-Effective Date Allowed Claims in the form of a set number of shares per $1,000 of claims. The Plan provides a complex methodology [31]*31based on the market over time to determine the appropriate number of shares per $1,000 of claims. Importantly, the formulas used to determine the distribution of shares applies to Allowed Claims generally, and do not distinguish between claims allowed on the Effective Date of the Plan and those allowed later. See Plan §§ 1.9, 7.3(b). Moreover, there is no provision to adjust the determination on the amount of shares to be paid per $1,000 of claims once that determination has been made. Against this back-drop, excess shares “shall be distributed [in the final true-up] ... based upon how such shares of New Common Stock would have been distributed on the Initial Distribution Date and each Mandatory Conversion Date.” Plan § 7.4(b). There is no dispute that no taxes were deducted from these earlier distributions. There is nothing in Section 7.4 or elsewhere in the Plan that specifically supports the Debtors’ contention that “[Section 7.4 of the Plan operates to provide an additional distribution to holders of Allowed Claims on the Final Distribution Date only if, on the Mandatory Conversion Date, holders of Allowed Claims received value that was equal to less than one hundred percent (100%) of their underlying claims.”- Debtors’ Omnibus Response ¶ 22.
The Debtors complain that the Movants’ interpretation gives the Movants an improper windfall. More specifically, the Debtors argue that the Movants’ position overcompensates holders of Post-Effective Date Allowed Claims because they would receive more in dollar value than the holders of Effective Date Allowed Claims.15 But this argument misreads the Plan as a whole. The Plan passes both the risk and the reward relating to share price onto the creditors, rather than promising any defined monetary value for recovery. Creditors holding disputed claims were at a higher level of risk because they would be paid later in the distribution process. If the share price decreased during this time, these creditors were still tied to the agreed ratio of 30.7553 shares for each $1,000 of Allowed Claims. Thus, the Movants and similarly situated creditors took on the risk of a lower stock valuation. The benefit of this bargain is that these creditors were entitled to the appreciation in the value of their stock. Of course, Allowed Claims on the Effective Date that were paid earlier in these bankruptcy cases also got the benefit of any appreciation in the value of the stock they received, assuming that they decided to hold onto the stock. It is just that this appreciation took place outside of the mechanism of the Plan.
The Plan’s elegant balance of risk and reward does not work under the Debtors’ value-based interpretation. Imagine a circumstance where the stock price dropped significantly after the payment of Allowed Claims on the Effective Date but before the Movants were paid. Given the same number' of shares of stock, the Mov-ants would recover far less in value for their claims. But even if the Movants subsequently sought a true-up payment in this scenario, there was no guarantee in the Plan that sufficient funds would exist in the Claims Reserve for these Movants to receive the same value as other unsecured creditors paid earlier in the case, much [32]*32less full value on their claims.16 Under this scenario, the Debtors’ value-based interpretation of the Plan would not have provided equal value to claimants in the same class. The Debtors’ position thus would saddle the Movants and similarly situated creditors with the risk of a drop in share value, while at the same time depriving them of any reward from appreciation in share value.17
[33]*33The Debtors contend that their value-based interpretation is built into Section 7.4 through the operation of Section 7.5. The Debtors argue that the netting of taxes in Section 7.5 acts to ensure that Post-Effective Date Allowed Claims do not recover more than the dollar value of their claim because if there is a gain in the share price, the gain tax will be deducted from the distribution. See Hr’g Tr. 96:12-97:1, Feb. 23, 2016. The Debtors assert that the reason those claimants have deductions to pay tax on the gain is because those claimants were getting more in value than if they had received a distribution in the first 120 days of the case. Id. at 97:3-6. But this argument does not hold up. It does not logically follow that the mechanics of Section 7.5, which relates to initial distributions to Post-Effective Date Claims, would inform Section 7.4, which relates to subsequent true-up payments. Indeed, the netting of taxes in Section 7.5 takes place before Section 7.4 ever becomes a factor in distributions. There is no language in Section 7.4 referencing the netting of taxes because at the time of true-up payments, a determination has already been made that there are excess shares available for distribution.
By contrast to the Debtors’ strained interpretation, the Movants’ position is more consistent with the overall operation of the Plan and the Bankruptcy Code. Under the Movants’ interpretation, the Court must examine only whether the Movants and similar claimants received the recovery— as defined in shares—to which they are entitled under the Plan. The true-up provisions in Section 7.4 clearly reference the distribution of shares based on how they would have hypothetically been distributed in the defined 120-day period. Nothing in the plain language of Section 7.4 places a limitation on true-up distributions based on stock appreciation or the current market value of the stock.
By receiving the same number of shares, the Movants’ interpretation of the Plan is also consistent with the principle of equal treatment of claims within a class under the Bankruptcy Code. The Bankruptcy Code explicitly requires that a plan “provide the same treatment for each claim or interest of a particular class, unless the holder of a particular claim or interest agrees to a less favorable treatment of such particular claim or interest.” 11 U.S.C. § 1123(a)(4). While disparate treatment within a class is permitted if the holder of a claim or interest agrees to less favorable treatment, a plan in such circumstances must explicitly provide that particular creditors are being treated in this manner so as to put such creditors on notice. See, e.g., Forklift LP Corp. v. iSSC, Inc. (In re Forklift LP Corp.), 363 B.R. 388, 398 (Bankr. D. Del. 2007) (“[I]t would be unfair to deprive creditors of their statutory rights to full payment under the Bankruptcy Code, where plan provisions do not explicitly take those rights away. If a plan explicitly puts a creditor on notice that it is in danger of losing its rights and the creditor fails to act to protect its rights, then rigid application of the plan seems justified. However, where it is more difficult or impossible for the creditor to realize that the Plan threatens its statutory rights, it is inequitable to punish the creditor for failing to object.”); Terex Corp. v, Metro. Life Ins. Co. (In re Terex Corp.), 984 F.2d 170, 175 (6th Cir. 1993) (“[T]he plan itself could have been more specific by explicitly excluding ‘post-petition interest,’ rather than simply stating that secured claims would be paid in full— 100%. Under these facts we fault the debt- or any ambiguity, not the creditor. The crucial point is that the plan was confirmed by the court. It is the debtor’s obligation when seeking the court’s confirmation to specify as accurately as possible the [34]*34amounts which it intends to pay the creditors.”)- The Movants’ interpretation ensures that all unsecured creditors receive the same number of shares, avoiding the disparate treatment of creditors in the same class. By contrast, the Debtors’ interpretation runs afoul of these concerns because the Plan does not clearly put these later allowed claimants on notice that they could ultimately receive fewer shares of stock.18
The Plan does not support the Debtors’ value-based interpretation for another reason: it does not include provisions to ensure an equitable distribution of value to all unsecured creditors. If the Plan is value-based—rather than share-based—it would presumably provide for a recalculation of the number of shares for claims allowed after the Effective Date, given the fluctuating nature of the stock price. And consistent with the Bankruptcy Code’s requirement of equal treatment for claims in the same class, the Plan would presumably ensure equal treatment—meaning the value of the shares under the Debtors’ interpretation—for all unsecured creditors regardless of when they were paid. But there is no evidence that that the Plan is designed to accomplish this. The Debtors rely on the provisions about the calculation of the share value within 120 days of the Effective Date. See Hr’g Tr. 78:1-79:19, Feb. 23, 2016. But these provisions say nothing about how the number of shares would be calculated for claimants being paid later or when such a recalculation would occur; at best, they merely reflect the deduction of taxes. See Hr’g Tr. 86:7-24, Feb. 23, 2016. The Plan provisions on the calculation of the share value within 120 days of the Effective Date are complex and extensive provisions; one would imagine that a mechanism for any later recalculation of the share value would be similarly complex and would set forth the subsequent recalculation methodology with specificity, But there are no such provisions in the Plan. The true-up provision of Section 7.4 as constituted does not perform that function. It merely looks back to how the number of shares were initially calculated. And cru’cially, the Debtors have identified no provision in the Plan that would guar[35]*35antee that there would be enough money to pay Post-Effective Date Allowed Claims like the Movants the same value as was received by Allowed Claims on the Effective Date. Indeed, the Movants represent that the share price has decreased after peaking at a high of 56.20 a share in January 2015. See Unions’ Motion to Enforce Order Confirming Plan at 8 [ECF No, 12666]. Such continuing fluctuations in value highlight the need for the Plan to provide a reliable method to pay out equal value in shares to claimants if, in fact, it is a value-based plan.
The Debtors argue that their value-based interpretation is captured in a provision of the Disclosure Statement which sets out how the distribution mechanics worked,19 and in a press release issued by the Debtors on April 8,2014, which provided that through application of the formula “[allowed claims will receive 30.7553 shares, subject to reduction for expenses of the Disputed Claims Reserve, including tax liabilities, for each $1,000 of allowed claims.” Exh. A to Debtors’ Reply to Post-Effective Claimholders [ECF No. 12524].20 It is true that the formulas used were meant to capture the concept of full value in the initial distribution. But that doesn’t change the result here given that recovery for claimants was then ultimately frozen [36]*36by the terms of the Plan at 30.7553 shares per $1,000 of claims and the Plan mechanism provides that creditors are to be paid in shares of stock. See Plan § 4.11; see also Exh. B to Plan at § 5.1(iv) (“For the avoidance of doubt, following the 120th day following the Plan Effective Date, Holders shall have no rights under the Series A Preferred Stock other than the right to receive the shares of Common Stock into which their shares of Series A Preferred Stock were converted pursuant to any Mandatory Conversion or Optional Conversion hereunder and the right that a holder of shares of Common Stock would have corresponding thereto.”); Debtors’ Omnibus Response ¶ 9 (“Since the Mandatory Conversion Date, the same distribution rate of 30.7553 shares of New Common Stock for each $1,000 of Allowed Claims (including applicable accrued interest) has applied to each distribution from the Disputed Claims Reserve — ”).
To continue trying to readjust recoveries based on value would require the recalculation of this formula for later distributions, and no party contends that such continued recalculations here would have been feasible. See Hr’g Tr. 109:9-110:12, Feb. 23, 2016. Moreover, there is no evidence that the Plan requires that the estate go back and reinject value into the calculation for recovery after the stoek price was set at 30.7553 shares per $1,000 of claims. Such a position is inconsistent with the repeated warnings to creditors that “[notwithstanding compliance by the Debtors or the Reorganized Debtors, as applicable, with their obligations under the Plan, there can be no assurance that an active trading market for the New Common Stock will develop or as to the prices at which the New Common Stock will trade.” Disclosure Statement § IV.E.3.
The Debtors point out that nowhere in the Plan or Disclosure Statement does it provide for a true-up for shares that Were sold to pay gains taxes, and assert that the Movants and similarly situated creditors would be unfairly reimbursed for taxes on their gains. But the Court finds this unpersuasive. The Plan makes clear that these taxes are an obligation of the Disputed Claims Reserve, not of the individuals recovering the distribution. See Plan § 7.3(b) (“net of any expenses relating thereto, including any taxes imposed thereon or otherwise payable by the Disputed Claims Reserve”); Plan § 7.3(e) (“The Disbursing Agent shall be responsible for payment, out of the assets of the Disputed Claims Reserve, of any taxes imposed on the Disputed Claims Reserve or its assets. ... [Ajssets of the Disputed Claims Reserve may be sold to pay such taxes.”); Plan § 7.5(a) (“All distributions made under this Section 7.5 on account of Allowed Claims shall be made together with any dividends, payments, or other distributions made on account of, as well as any obligations arising from, the distributed property, then held in the Disputed Claims Reserve as if such Allowed Claims had been Allowed Claims on the dates distributions were previously made to holders of Allowed Claims in the applicable Class, but shall be made net of any expenses relating thereto, including any taxes imposed thereon or otherwise payable by the Disputed Claims Reserve.”)-, Plan § 7.7 (“In the event that dividend distributions have been made with respect to the New Common Stock distributable to a holder of a Disputed Claim that later becomes Allowed, such holder shall be entitled to receive such previously distributed dividends without any interest thereon (net of allocable expenses of the Disputed Claims Reserve, including taxes).”). With the taxes seen as an obligation of the Disputed Claims Reserve—and not of claimants like the Mov-ants—the deduction of taxes is simply a mechanism to pay the taxes up front to [37]*37ensure that funds are available to pay-estate taxes, rather than a reallocation of value in the Plan. The true-up provision thus provides for a reimbursement of this expense of the estate to those claimants who initially bore that burden.21
This result is consistent with fundamental bankruptcy principles. As the Movants stress, the Debtors’ interpretation results in the excess shares being distributed to the Debtors’ old equity holders, which have already received over $9.5 billion worth of shares in the reorganized entity.22 That result would raise a concern about absolute priority: namely, that a senior class of unsecured creditors would have to shoulder by themselves the administrative costs of the Disputed Claims Reserve’s taxes while some of the benefits of that Claim Reserve would be passed along to the junior class of old equity security holders. Under bankruptcy priority principles, estate administrative expenses are paid “off the top” and the balance of the proceeds of the estate are then distributed in accordance with the priority scheme. See 11 U.S.C. § 503(b)(1)(A) (administrative expenses are “the actual, necessary costs and expenses of preserving the estate.”); Collier on Bankruptcy ¶ 503.01 (noting that “preserving the estate is in the interest and for the benefit of every creditor,” and that preserving the estate “should not be interpreted narrowly.”); see also 11 U.S.C. § 507(a) (listing order of priorities with administrative expenses paid before claims); cf. Dish Network Corp. v. DBSD N. Am., Inc. (In re DBSD N. Am., Inc.), 634 F.3d 79, 94-95 (2d Cir. 2011) (discussing principle of absolute priority).
C. The Tax Provisions of the Disputed Claim Reserve Do Not Support the Debtors’ Value-Based Approach
The Debtors argue that the Plan explicitly required that distributions from [38]*38the Disputed Claim Reserve be made net of taxes and, therefore, the Movants cannot complain about their payments being reduced by these tax payments. See e.g. Plan §§ 7.3(b), 7.3(e), 7.5(a), 7.7. But there are two problems with this interpretation.
First, the Debtors’ interpretation of the Plan essentially treats the Post-Effective Date Allowed Claims to be paid in full by “deeming” that these claimants have received as part of the payment of their claims the amounts American deducted for the payment of taxes. But as the Movants correctly note, there is nothing in the Plan that specifically “deems” the payment of taxes on the Disputed Claims Reserve to constitute part of the payout to any claimants. See Plan §§ 7.5(a), 7.4. This contrasts starkly with other parts of the Plan where such “deeming” language does exist. For example, Section 5.5(a) of the Plan authorizes the reduction of distributions for amounts owed for an employee’s own taxes, but it provides that “[a]ny Cash or property withheld pursuant to this paragraph shall be deemed to have been distributed to and received by the applicable recipient for all purposes of the Plan.” Plan § 5.5(a). Under the principle of contract construction expression unius est exclusion alterius, the presence of “deeming” language in one part of the Plan— Section 5.5—strongly suggests that the parties intended to exclude such “deeming” language from other parts of the Plan (Section 7.5(a)).23 See RG Steel, LLC v. Severstal US Holdings, LLC, 2014 U.S. Dist. LEXIS 5860, at *30-31 (S.D.N.Y. Jan. 16, 2014) (citing In re New York City Asbestos Litig., 41 A.D.3d 299, 838 N.Y.S.2d 76, 80 (App. Div. 1st Dep’t 2007); VKK Corp, v. Nat’l Football League, 244 F.3d 114, 130-31 (2d Cir. 2001)); see also Asbestos Settlement Trust v. City of New York (In re Celotex Corp.), 487 F.3d 1320, 1334 (11th Cir. 2007) (applying expression unius est exclusion alterius to plan documents).
The Debtors assert that the doctrine of expression unius est exclusion alterius is inapplicable here because the plain language of the Plan makes it clear that distributions from the Disputed Claims Reserve would be made net of taxes. They rely on several sections of the Plan for this argument. This includes Section 7.3(b), which provides that the Debtors set aside enough shares in the Disputed Claims Reserve to ensure that Disputed Claims that are subsequently allowed will receive the same recovery as if the claim had been allowed as of the Effective Date, but net of expenses, including taxes.24 They also rely [39]*39on Section 7.3(e), which similarly provides that the Disbursing Agent is authorized to sell assets from the Disputed Claims Reserve to satisfy tax liabilities.25 And finally, they cite Section 7.5(a), which provides for distributions after allowance, and states that distributions from the Disputed Claims Reserve will be paid net of expenses, including taxes.26
But all these provisions simply allow for and carry out the deduction of taxes from the stock distributions to Post-Effective Date Claims, a step needed to insure that the Disputed Tax Reserve would have adequate funds to pay its tax obligations. No party disputes that distributions before the true-up are net of expenses such as taxes. But as explained above, the Plan’s terms reflect that these taxes are borne by the Disputed Claims Reserve absent deeming language, not the holders of Post-Effective Date Allowed Claims. None of the provisions cited by the Debtors address the true-up mechanism of Section 7.4 or direct the manner in which that reconciliation should be conducted. Section 7.4 does not contain any language relating to the netting of expenses, including taxes. The Court Cannot read into the sections relied upon by the Debtors an unexpressed intent to limit the Plan’s true-up provision that does not appear in the text. “Courts may not by construction add or excise terms, nor distort the meaning of those used and thereby make a new contract for the parties under the guise of interpreting the writing,” Comedme, 12 N.Y.3d at 293, 879 N.Y.S.2d 806, 907 N,E.2d 684 (internal [40]*40citations and quotations omitted).27
The second problem with Debtors’ deemed tax argument is inconsistency. A contract is “to be interpreted to avoid inconsistencies and to give meaning to all of its terms.” Barrow, 538 N.Y.S.2d at 365 (internal citations omitted). When read in the manner advocated by the Movants, the provisions of the Plan do not come into conflict. Sections 7.3, 7.5, and 7.7 of the Plan provide for the deduction of taxes from the distributions to Post-Effective Date Allowed Claims to ensure that enough value was available to pay those taxes. The netting of taxes was necessary at the time that these distributions were made because not all Disputed Claims had been fully adjudicated and the estate was not yet certain that there would be enough shares left for the payment of taxes. To the extent that value is left in the Disputed Claims Reserve, however, Section 7.4 then provides the mechanism for its distribution to the Posh-Effective Date Allowed Claims, It is unnecessary for Section 7.4 to reference the netting of taxes because at the time of true-up payments, a determination has already been made that there are excess shares available for distribution.
But if the provisions are read as advocated by the Debtors, an issue arises that cannot be resolved under the Plan as currently drafted. Under the Debtors’ interpretation, there would be no way to distribute excess reserve funds in the Disputed Claims Reserve that were created by the over-withholding of taxes from distributions to Posh-Effective Date Allowed Claims.28 As a general matter, such over-withholding might occur because the amount withheld from distribution is based on an estimate of the taxes owed but the actual tax due depends on the exact price of the shares when distributed.29 The Debtors concede that “the Movants are correct that [Sjection 7.4 would not operate to refund such amounts .... ” Debtors’ Omnibus Response ¶ 26. The Debtors shrug off this problem by stating that the Court need not rule on the issue at this time, and that they will talk to the parties and fashion a solution to reimburse them for [41]*41any allocable portion of a loss that offsets a gain. See id.; see also Hr’g Tr. 103:1-7, Feb. 23, 2016. But “specific clauses of a contrae^ are to be read consistently with the overall manifest purpose of the' parties’ agreement; Contracts are also to be interpreted to avoid inconsistencies and to give meaning to all of its terms.” Barrow, 538 N.Y.S.2d at 365 (internal citations omitted). To read the Plan provisions so narrowly that a solution must be created in such circumstances would create an unreasonable result, when the Movants’ interpretation provides a result that does not raise such an inconsistency. See Westmoreland Coal Co. v. Entech, Inc., 100 N.Y.2d 352, 358, 763 N.Y.S.2d 525, 794 N.E.2d 667 (2003) (“A written contract [should] be read as a whole, and every part will be interpreted with reference to the whole; and if possible it will be so interpreted as to give effect to its general purpose. The meaning of a writing may be distorted where undue force is given to single words or phrases.”) (internal citations and quotations omitted).
CONCLUSION
For the reasons set forth above, the Motion is granted. The Movants are directed to settle an order on three days’ notice. The proposed order must be submitted by filing a notice of the proposed order on the Case Management/Electronic Case Filing docket, with a copy of the proposed order attached as an exhibit to the notice. A copy of the notice and proposed order shall also be served upon counsel to the Debtors.