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SUPERIOR TELECOM INC
|
8-K
Nov 6, 4:26 PM ET
SUPERIOR TELECOM INC 8-K
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Contents
209
ARTICLE I
INTRODUCTION, DEFINED TERMS, RULES OF
INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW
Section 1.3 Rules of Interpretation, Computation of Time, and Governing Law
(a) For purposes of the Plan: (i) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall also include the masculine, feminine, and neuter gender; (ii) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (iii) any reference in the Plan to an existing document or exhibit filed, or to be filed, shall mean such document or exhibit, as it may have been or may be amended, modified, or supplemented; (iv) unless otherwise specified, all references in the Plan to Sections, Articles, and Exhibits are references to Sections, Articles, and Exhibits of or to the Plan; (v) the words “herein” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (vii) the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply; and (viii) any term used in capitalized form in the Plan that is not defined herein but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be.
(b) In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.
(c) Except to the extent that the Bankruptcy Code or the Bankruptcy Rules are applicable, and subject to the provisions of any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.
ARTICLE II
ADMINISTRATIVE AND PRIORITY TAX CLAIMS
Section 2.1 Administrative Claims
(a) Unless otherwise provided for herein, each Holder of an Administrative Claim (including, without limitation all Professional Fees of Professionals pursuant to Section 327, 328, 329, 330, 331, 503(b)(1), 503(b)(4) or 1103 of the Bankruptcy Code) shall be paid 100% of the unpaid Allowed amount of such Administrative Claim in Cash on or as soon as reasonably practicable after the later of (a) the Effective Date, (b) the date such Administrative Claim becomes Allowed, and (c) the date such Administrative Claim becomes due pursuant to its terms. An Allowed Administrative Claim representing obligations incurred in the ordinary course of business shall be paid in full or performed by the Debtors or the Reorganized Debtors, as the case may be, in accordance with its terms and conditions, in the ordinary course of business. In addition, an Allowed Administrative Claim may be paid on such other terms and conditions as
are agreed to between the Debtors or the Reorganized Debtors, as the case may be, and the Holder of such Allowed Administrative Claim.
(b) The obligations outstanding on the Effective Date under the DIP Facility will be paid in full in Cash from the proceeds of the Exit Facility on the Effective Date and the DIP Facility will be terminated; provided that any obligations comprised of outstanding and undrawn letters of credit shall be satisfied, at the sole discretion of the Reorganized Debtors, by one (or any combination) of the following: (i) the surrender of any such undrawn letters of credit to the issuers thereof, (ii) the cash collateralization of such letters of credit in an amount equal to 105% of the aggregate face amount of all such letters of credit, or (iii) the implementation of other arrangements with respect to such letters of credit as may be acceptable to the Reorganized Debtors and the issuers of such letters of credit. Letters of credit issued under the DIP Facility will be replaced by new letters of credit to be issued on the Effective Date under the Exit Facility.
(c) All final applications for Professional Fees for services rendered in connection with the Chapter 11 Cases prior to and including the Confirmation Date shall be filed with the Bankruptcy Court not later than thirty days after the Effective Date. All reasonable fees for services rendered in connection with the Chapter 11 Cases and the Plan after the Confirmation Date shall be paid by the Reorganized Debtors without further Bankruptcy Court authorization.
(d) Pursuant to sections 503(a) and 503(b) of the Bankruptcy Code and Bankruptcy Rule 3003(c), and except to the extent that another Bar Date applies, each Person or Entity that asserts an Administrative Claim against one or more of the Debtors must file a request for payment of such Administrative Claim so as to be received not later than thirty (30) days after the Confirmation Date (the “Administrative Claim Bar Date”). The following Persons or Entities are not required to file an Administrative Claim by the Administrative Claim Bar Date: (1) any Person or Entity that has already filed an Administrative Claim against the Debtors; (2) Holders of Administrative Claims previously Allowed by Final Order of the Bankruptcy Court or otherwise defined in the Plan; (3) any Person or Entity seeking allowance of Professional Fees of Professionals; (4) Holders of any Administrative Claim that arises and is due and payable in the ordinary course of the Debtors’ businesses except with respect to those Administrative Claims that remain outstanding and unpaid by the Debtors beyond ordinary business terms or prior course of business dealings; and (5) the DIP Lenders and the DIP Agent.
Section 2.2 Priority Tax Claims
ARTICLE III
CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS
Section 3.1 Classification
Section 3.2 Acceptances and Rejections
Section 3.3 Classification and Treatment of Claims and Equity Interests
(a) Class S-1—Secured Tax Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Allowed Secured Tax Claims against the Debtors are unaltered by the Plan. Unless the Holder of such Claim and the Debtors agree to a different treatment, with respect to each Holder of a Secured Tax Claim, the Reorganized Debtors shall, at their election, either (a) pay the Allowed amount of such Claim in full on the later of the Effective Date or the date such Secured Tax Claim becomes an Allowed Claim by Final Order; (b) return the collateral to the secured creditor with respect to such Claim; (c) reinstate the Claim in accordance with the provisions Section 1124(2) of the Bankruptcy Code; (d) pay such Claim in the ordinary course of business; or (e) otherwise treat such Claim in a manner that will render such Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
(ii) Voting: Class S-1 is not Impaired. The Holders of Allowed Secured Tax Claims are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
(b) Class S-2—Other Secured Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Other Secured Claims against the Debtors are unaltered by the Plan. Unless the Holder of such Claim and the Debtors agree to a different treatment, with respect to each Holder of an Other Secured Claim, the Reorganized Debtors shall, at their election, either (a) pay the Allowed amount of such Claim in full on the later of the Effective Date or the date such Other Secured Claim becomes an Allowed Claim by Final Order; (b) return the collateral to the secured creditor with respect to such Claim; (c) reinstate the Claim in accordance with the provisions of Section 1124(2) of the Bankruptcy Code; (d) pay such Claim in the ordinary course of business; or (e) otherwise treat such Claim in a manner that will render such Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Other Secured Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.
(ii) Voting: Class S-2 is not Impaired. The Holders of Other Secured Claims are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
(c) Class P-1—Priority Wage Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Priority Wage Claims against the Debtors are unaltered by the Plan. Unless the Holder of such Claim and the Debtors agree to a different treatment, (a) each Holder of a Priority Wage Claim due and owing on the Effective Date shall be paid in full in Cash by the Reorganized Debtors on the later of the Effective Date or the date such Priority Wage Claim becomes an Allowed Claim by Final Order; (b) to the extent such Claim is not due and owing on the Effective Date, such Claim shall be paid in full in Cash by the Reorganized Debtors on the later of the date on which such Claim becomes due and owing in the ordinary course of business (and in
accordance with the terms and conditions of any agreements thereto) or the date such Claim becomes an Allowed Claim by Final Order; or (c) such Claim otherwise shall be treated in a manner that will render such Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Priority Wage Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.
(ii) Voting: Class P-1 is not Impaired. The Holders of Priority Wage Claims are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
(d) Class S-3—Existing Lender Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Existing Lender Claims against the Debtors are Impaired by the Plan. On the Effective Date, the Existing Lender Claims shall be deemed Allowed in the aggregate amount of $890,026,479.46, plus accrued and unpaid interest and fees (if any) for the period up to, but not including, the Petition Date.
(A) Unless the Holders of Existing Lender Claims and the Debtors agree to a different treatment, the Holders of the Existing Lender Claims will receive or retain, in the aggregate, on the Effective Date (or sooner, to the extent authorized by Final Order of the Bankruptcy Court), (a) 100% of the New Common Stock (subject to dilution as set forth in Section 5.6(b) of this Plan), (b) 100% of the New Senior Notes, (c) 100% of the New Subsidiary Preferred Stock, (d) $58.1 million consisting of the Debtors’ Federal tax refund for the 2002 fiscal year, and (e) the monthly adequate protection payments authorized in connection with approval of the DIP Facility. Holders of such Claims shall waive any and all of their subordination rights with respect to the Holders of Senior Subordinated Note Claims only to the extent that such waiver is necessary to effectuate the treatment accorded to the Holders of Senior Subordinated Note Claims in the event that Class votes in favor of the Plan.
(B) All Distributions of New Common Stock, New Senior Notes, and New Subsidiary Preferred Stock issued to the Holders of Existing Lender Claims shall be distributed Pro Rata to the Holders of such Claims.
(ii) Voting: Class S-3 is Impaired. The Holders of Allowed Existing Lender Claims are entitled to vote to accept or reject the Plan.
(e) Class U-1—Intercompany Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Intercompany Claims against the Debtors are Impaired by the Plan. At the election of the Reorganized Debtors and the Holder of an Intercompany Claim held by a Debtor, such Intercompany Claim shall be reinstated, released, contributed to capital, or dividended. Allowed Intercompany Claims held by non-Debtors shall receive the same pro-rata distribution as General Unsecured Claims (Class U-2B) under this Plan provided, however, that distribution on account of any Allowed Intercompany claims of non-Debtors shall not dilute the pro-rata distribution of $3,000,000 to the Holders of General Unsecured Claims.
(ii) Voting: Class U-1 is Impaired. The Holders of Allowed Intercompany Claims are co-proponents of the Plan and are therefore deemed to accept the Plan.
(f) Class U-2A—Personal Injury Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Personal Injury Claims against the Debtors are Impaired by the Plan. All Personal Injury Claims are Disputed Claims under the Plan. All Holders of Allowed Personal Injury Claims shall continue to be able to assert Claims under applicable insurance coverage and other similar arrangements. Holders of Allowed Personal Injury Claims will receive no other Distribution under the Plan. Notwithstanding anything contained in the Plan, each Personal Injury Claim shall be allowed in such amount as determined by a Final Order of the court with jurisdiction over such Personal Injury Claim, or in any settlement reached with respect thereto and consented to by the applicable insurers or to the extent permitted by the Settlement Agreement and/or any applicable insurance policies, insurance coverage, or other similar arrangements. Payments of Personal Injury Claims are subject to the Settlement Agreement and/or any applicable insurance policies, insurance coverage, and other similar arrangements.
(ii) Voting: Class U-2A is Impaired. The Holders of Allowed Personal Injury Claims are entitled to vote to accept or reject the Plan.
(g) Class U-2B—General Unsecured Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of General Unsecured Claims against the Debtors are Impaired by the Plan.
Unless a Holder of an Allowed General Unsecured Claim and the Debtors agree to a different, less favorable, treatment, the Holders of Allowed General Unsecured Claims shall receive, on the later of (a) the date that their Claims are Allowed by Final Order and (b) the Effective Date, a Cash payment equal to a Pro Rata share of $3,000,000.
(ii) Voting: Class U-2B is Impaired. The Holders of Allowed General Unsecured Claims are entitled to vote to accept or reject the Plan.
(h) Class U-3—Senior Subordinated Note Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of the Senior Subordinated Note Claims against the Debtors are Impaired by the Plan. Unless a Holder of an Allowed Senior Subordinated Note Claim and the Debtors agree to a different treatment, and provided that at least two-thirds in amount and more than one-half in number of the voting Holders of Allowed Senior Subordinated Note Claims vote in favor of the Plan, the Holders of Allowed Senior Subordinated Note Claims shall receive on the Effective Date their Pro Rata Distribution of New Warrants to purchase up to 5% of the New Common Stock. If the voting Holders of Allowed Senior Subordinated Note Claims who vote in favor of the Plan are not at least two-thirds in amount and more than one-half in number of those Holders voting, then the Holders of Allowed Senior Subordinated Note Claims shall receive no Distribution under the Plan.
(ii) Voting: Class U-3 is Impaired. The Holders of Allowed Senior Subordinated Note Claims are entitled to vote to accept or reject the Plan.
(i) Class U-4—Trust Debenture Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of Trust Debenture Claims against the Debtors are Impaired by the Plan. Holders of Trust Debenture Claims shall not receive any Distribution under the Plan.
(ii) Voting: Class U-4 is Impaired. The Holders of Trust Debenture Claims are deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
(j) Class U-5—Alpine Claims
(i) Treatment: The legal, equitable, and contractual rights of the Holders of the Alpine Claims against the Debtors are Impaired by the Plan. Holders of Alpine Claims shall not receive any Distribution under the Plan.
(ii) Voting: Class U-5 is Impaired. The Holders of Alpine Claims are deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
(k) Class E-1—Equity Interests in Superior
(i) Treatment: The legal, equitable, and contractual rights of the Holders of the Equity Interests in Superior are Impaired by the Plan. Holders of Equity Interests in Superior shall not receive any Distribution under the Plan.
(ii) Voting: Class E-1 is Impaired. The Holders of Equity Interests in Superior are deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.
(l) Class E-2—Equity Interests in Subsidiaries
(i) Treatment: The legal, equitable, and contractual rights of the Holders of the Equity Interests in Subsidiaries are Impaired by the Plan. At the option of the Reorganized Debtors and the Administrative Agent, each respective Equity Interest in a Subsidiary will be (a) unaffected by the Plan, in which case the Debtor holding such Class E-2 Equity Interest will continue to hold such Equity Interest or (b) cancelled, and 100% of the new equity in the applicable Subsidiary shall be issued pursuant to the Plan to the New Parent, the New Subsidiary, or the Subsidiary that holds such Class E-2 Equity Interest.
(ii) Voting: Class E-2 is Impaired. The Holders of Allowed Equity Interests in Subsidiaries are co-proponents of the Plan and are therefore deemed to accept the Plan.
ARTICLE IV
ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN
(a) Each Holder of an Allowed Claim or Equity Interest in Classes S-3, U-2A, U-2B, and U-3 is entitled to vote to either accept or to reject the Plan. Only those votes cast by Holders of Allowed Claims or Equity Interests shall be counted in determining whether acceptances have been received in sufficient number and amount to obtain Confirmation.
(b) Classes S-1, S-2, and P-1 are not Impaired. Holders of Claims in such Classes are conclusively presumed pursuant to Section 1126(f) of the Bankruptcy code to have accepted the Plan and therefore are not entitled to vote to either accept or to reject the Plan.
(c) Classes U-1, U-4, U-5, E-1, and E-2 are Impaired. Holders of Claims or Equity Interests in such Classes receive no payment or property under the Plan in respect of their
Claims. As a result, Holders of Claims or Equity Interests in Classes U-4, U-5, and E-1 are deemed pursuant to Section 1126(g) of the Bankruptcy Code to have rejected that Plan and therefore are not entitled to vote to either accept or to reject the Plan. The Holders of Intercompany Claims in Class U-1 and the Holders of Equity Interests in Subsidiaries in Class E-2 are co-proponents of the Plan and are therefore deemed to accept the Plan.
ARTICLE V
MEANS FOR IMPLEMENTATION OF THE PLAN
Section 5.1 Exit Facility and Sources of Cash for Plan Distribution
(a) In order to fund the Reorganized Debtors’ working capital requirements and the payment of amounts required under the Plan to be paid in Cash, including repayment of all outstanding obligations under the DIP Facility, the Reorganized Debtors shall obtain the Exit Facility, substantially on the terms and conditions set forth in the Exit Facility Term Sheet, attached as Exhibit A to this Plan, and as more fully described in the Disclosure Statement.
(b) All Cash necessary for the Reorganized Debtors to make payments pursuant to the Plan shall be obtained from existing Cash, the operations of the Debtors or Reorganized Debtors, or post-Effective Date borrowings and/or financing, including the Exit Facility. The Reorganized Debtors may also make such payments using Cash received from their direct or indirect subsidiaries through the Reorganized Debtors’ consolidated cash management system and from advances or dividends from such subsidiaries in the ordinary course.
Section 5.2 Effective Date Transactions; Post-Effective Date Transactions
(a) The Plan provides that on the Effective Date, the following Effective Date Transactions will occur in the following order:
(i) New Parent will be organized.
(ii) New Subsidiary will be organized as a new wholly-owned subsidiary of New Parent, and New Parent will contribute the New Common Stock and the New Warrants to New Subsidiary in exchange for the common stock of New Subsidiary.
(iii) STI will be converted into a limited liability company (“STI-LLC”).
(iv) Superior will sell all of the membership interests of STI-LLC to the New Subsidiary in exchange for the New Common Stock, the New Warrants, the New Subsidiary Preferred Stock, and the New Senior Notes (which shall be issued by STI-LLC), in each case, at the fair market value thereof.
(v) Superior will distribute the New Common Stock, the New Subsidiary Preferred Stock, and the New Senior Notes to the Holders of Existing Lender Claims. Superior will distribute the New Warrants to the Holders of Senior Subordinated Note Claims.
(vi) Superior and New Subsidiary will elect pursuant to Section 338(h)(10) of the Internal Revenue Code to treat certain subsidiaries of STI as having sold their assets to a new subsidiary of New Subsidiary.
(vii) Superior will be dissolved.
(b) Furthermore, on or after the Effective Date, the applicable Reorganized Debtors may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Debtors under the laws of jurisdictions other than the laws of which the applicable Debtors are presently incorporated. Such restructurings may include one or more mergers, consolidations, restructurings, dispositions, liquidations, or dissolutions, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. The actions to effectuate these transactions may include (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the application requirements of applicable state law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions.
Section 5.3 Dissolution of Certain Debtors; Continued Corporate Existence and Vesting of Assets in Surviving Reorganized Debtors
(a) On the Effective Date, each of Superior and any other entities determined by the Debtors or the Reorganized Debtors will be deemed dissolved and will have no continuing corporate existence, subject only to each such Debtor’s Plan-imposed obligation to satisfy Allowed Claims. With respect to each such Debtor, upon either (i) the final payment and satisfaction of the last of such Plan imposed obligations or (ii) the assumption of the last of such
Plan imposed obligations by another Debtor or a Reorganized Debtor, such Debtor: (A) will be deemed to have been discharged as of the Effective Date and immediately thereafter deemed to have dissolved for all purposes and withdrawn its business operations from any state or country in which it was previously conducting, or is registered or licensed to conduct, its business operations, and will not be required to file any document, pay any sum or take any other action in order to effectuate such dissolution and withdrawal; (B) will be deemed to have had all of its Equity Interests cancelled pursuant to the Plan; and (C) will not be liable in any manner to any taxing authority for franchise, business, capital, license, or similar taxes that otherwise would have accrued on or after the Effective Date, all without the necessity for any other or further actions to be taken on behalf of such Debtor; provided, however, that the Reorganized Debtors may, if they so elect, and any officer of a Reorganized Debtor will be an authorized signatory for such purpose, prepare and file all corporate resolutions, statements, notices, tax returns, or certificates of dissolution in such Debtor’s jurisdiction of incorporation or organization or other jurisdiction. The Reorganized Debtors and their directors and officers will not have or incur any liability for any actions taken or not taken under Section 5.3 of the Plan.
(b) Each surviving Debtor shall, as a Reorganized Debtor, continue to exist after the Effective Date as a separate corporate entity, with all the powers of a corporation or limited liability company, as applicable, under the laws of the state in which such Debtor is currently organized, as applicable, and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under such applicable state law. Except as otherwise provided in the Plan, the Exit Facility, or any agreement, instrument, or indenture relating thereto, on or after the Effective Date, all property of each Estate and any property acquired by each of the Debtors under the Plan, shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges or other encumbrances. On and after the Effective Date, each Reorganized Debtor may operate its respective businesses and may use, acquire, or dispose of property and compromise or settle any Claims or Equity Interests, without supervision or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or the Confirmation Order. All Intercompany Claims shall be disposed of under Class U-1 of this Plan.
(c) Except as otherwise provided in this Plan or in any contract, instrument, release, indenture, or other agreement entered into in connection with this Plan, in accordance with Section 1123(b)(3) of the Bankruptcy Code, any claims, rights, and Retained Causes of Action that the respective Debtors may hold against any Entity, shall vest in each respective Reorganized Debtor, and each respective Reorganized Debtor shall retain and may exclusively enforce any and all such claims, rights, or Retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtor and the Holders of Allowed Claims entitled to Distributions under the Plan. Each respective Reorganized Debtor shall have the exclusive right, authority, and discretion to institute, prosecute, abandon, settle, or compromise any and all such claims, rights, and Retained Causes of Action without the consent or approval of any third party and subject only to orders of the Bankruptcy Court.
Section 5.4 New Parent Public Company and Registration Rights Agreement
The New Parent will be a public reporting company under the Securities Exchange Act of 1934, and the New Parent will file and have declared effective a registration statement on Form 10 or such other registration statement as may be applicable to the New Parent as soon as reasonably practicable following the Effective Date. On the Effective Date, the Registration Rights Agreement between the New Parent and certain Holders of New Common Stock (the terms of which are set forth in the term sheet annexed to this Plan as Exhibit D), will become effective and enforceable without need for signature or other action on behalf of New Parent or such Holders of New Common Stock. In addition, the New Parent will use its reasonable best efforts to obtain a listing for the New Common Stock on NASDAQ or other national exchange as soon as reasonably practicable following the effectiveness of the applicable registration statement.
Section 5.5 Cancellation of All Debt and Equity Instruments
Section 5.6 New Senior Notes, New Common Stock, New Subsidiary Preferred Stock, and New Warrants
(a) On the Effective Date, Reorganized STI-LLC will issue $145 million of New Senior Notes pursuant to the New Senior Note Indenture to the Holders of Existing Lender Claims in accordance with and subject to the terms and conditions set forth on Exhibit B to this Plan and as more fully described in the Disclosure Statement.
(b) On the Effective Date, the New Parent will issue 16.5 million shares of New Common Stock. For purposes of the Plan, based upon the Debtors’ reorganization value and the pro forma capitalization of the New Parent, each share of New Common Stock will be deemed to have a value of $10.00 as of the Effective Date. On the Effective Date, 100% of the New Common Stock will be issued to the Holders of the Existing Lender Claims, subject to dilution from shares issued (i) upon the exercise of the options issued under the Stock Incentive Plan and (ii) pursuant to the New Warrants to be issued to the Holders of Senior Subordinated Note Claims provided that Class votes in favor of the Plan, and (iii) as otherwise provided in the certificate of incorporation and/or by-laws of the New Parent.
(c) On the Effective Date, the New Subsidiary will issue 5,000,000 shares of the New Subsidiary Preferred Stock, the terms of which are set forth on the term sheet annexed to the Plan as Exhibit E, and as more fully described in the Disclosure Statement.
(d) On the Effective Date, the New Parent will issue to the Holders of Senior Subordinated Note Claims the New Warrants, the terms of which are set forth in the term sheet annexed to this Plan as Exhibit C, and as more fully described in the Disclosure Statement.
Section 5.7 Effectiveness of Related Documents
Section 5.8 Release of Liens and Perfection of Liens
Section 5.9 Corporate Governance, Directors and Officers, and Corporate Action
(a) Certificates of Incorporation and By-Laws. On or as soon as reasonably practicable after the Effective Date, the certificate of incorporation, by-laws, and other governing documents of each Debtor shall be amended and/or restated as necessary to satisfy the provisions of the Plan and the Bankruptcy Code, and shall include, among other things, pursuant to Section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by Section 1123(a)(6) of the Bankruptcy Code. The New Parent’s certificate of incorporation will, among other things, authorize the issuance of the New Common Stock in accordance with the Plan, and the New Subsidiary’s certificate of incorporation will, among other things, authorize the issuance of the New Subsidiary Preferred Stock in accordance with the Plan. From and after the Effective Date, subject to the right of the stockholders to amend the certificates of incorporation of the New Parent and the New Subsidiary after the Effective Date, the New Common Stock, the New Subsidiary Preferred Stock, and any common stock interests of the New Subsidiary (which will be held by the New Parent) shall be the only outstanding classes and series of stock of the New Parent and the New Subsidiary, and the certificates of incorporation, by-laws, and other governing documents of the New Parent and the New Subsidiary will include, among other things, pursuant to Section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by Section 1123(a)(6) of the Bankruptcy Code. A term sheet setting forth certain provisions of the New Parent’s certificate of incorporation and by-laws is annexed to this Plan as Exhibit H.
(b) Directors and Officers of the Reorganized Debtors. Subject to any requirement of Bankruptcy Court approval, pursuant to Section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose, on or prior to the 10th calendar day before the Confirmation Hearing, the identity and affiliations of any Person proposed to serve as an initial manager or officer or on the initial boards of directors, as applicable, of the Reorganized Debtors, the New Parent, and the New Subsidiary. To the extent any such Person is an Insider (as defined in Section 101(31) of the Bankruptcy Code), the nature of any compensation for such Person will also be disclosed. The classification and composition of the boards of directors shall be consistent with each Reorganized Debtor’s Certificate of Incorporation, as applicable. Each such director, officer, or manager shall serve from and after the Effective Date pursuant to the terms of the certificates of incorporation or other constituent documents of the Reorganized Debtors, the New Parent, and the New Subsidiary and applicable state corporation law. The New Parent’s New Board shall be comprised of seven directors, including (if appointed by the Effective Date) the Chief Executive
Officer (the “CEO”) of the New Parent. Until such time as the CEO is selected, the Chief Restructuring Officer of the Debtors will serve in place of the CEO.
(c) Corporate Action. On the Effective Date, all actions contemplated by this Plan shall be authorized and approved in all respects (subject to the provisions of the Plan) by virtue of the entry of the Confirmation Order, in accordance with the Bankruptcy Code and applicable state law (including, but not limited to, section 303 of the Delaware General Corporations Law, to the extent applicable, and any analogous provision of the business corporation law or code of each other state in which the Reorganized Debtors, the New Parent, and the New Subsidiary are incorporated or organized) and without any requirement of further action by the stockholders, directors, or members of the Debtors or the Reorganized Debtors. On the Effective Date, all matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders or directors of the Debtors or the Reorganized Debtors. On the Effective Date, the appropriate officers of the Reorganized Debtors, the New Parent, and the New Subsidiary and members of the boards of directors of the Reorganized Debtors, the New Parent, and the New Subsidiary are authorized and directed in the name of and on behalf of the Reorganized Debtors, the New Parent, and the New Subsidiary to issue, execute, deliver, file, or record the agreements, documents, contracts, securities, instruments, releases, and other agreements, and take such other actions as may be necessary, to effectuate and further evidence the terms and conditions of the Plan.
Section 5.10 Escrows
Section 5.11 Employee Matters
(a) As of the Effective Date, the Reorganized Debtors will implement the Stock Incentive Plan. The Stock Incentive Plan will provide for the issuance of stock options and/or restricted stock for up to 9% of the New Common Stock with the allocations of awards under the Stock Incentive Plan to be effected by the New Board following the Effective Date. Options issued during a reasonable period after the Effective Date will be priced at no greater than the Effective Date value (as determined by the New Board). Options issued thereafter will be priced at fair value on date of issuance (or as otherwise determined by the New Board).
(b) As of the Effective Date, as part of the Stock Incentive Plan, the Reorganized Debtors will implement equity awards to be granted to outside (i.e., non-management, non-affiliated) directors. The Stock Incentive Plan will also provide for the grant of up to 1% of the New Common Stock for the purpose of attracting and compensating outside directors.
(c) On the Effective Date, all outstanding obligations of the Debtors under the Key Employee Retention Plan approved by the Bankruptcy Court shall be assumed by the Reorganized Debtors.
Section 5.12 Substantive Consolidation For Limited Purposes
ARTICLE VI
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Section 6.1 Assumption of Executory Contracts and Unexpired Leases
Section 6.2 Claims Based on Rejection of Executory Contracts or Unexpired Leases
Section 6.3 Cure of Defaults for Assumed Executory Contracts and Unexpired Leases
Section 6.4 Indemnification of Directors, Officers, and Employees
Section 6.5 Compensation and Benefit Programs
ARTICLE VII
PROVISIONS GOVERNING DISTRIBUTIONS
Section 7.1 Distribution for Claims Allowed as of the Effective Date
(a) Except as otherwise provided in this Article VII or as may be ordered by the Bankruptcy Court, Distributions to be made on the Effective Date on account of Allowed Claims that are due and owing as of the Effective Date, and entitled to receive Distributions under the Plan, shall be made on the Effective Date or as soon as reasonably practicable thereafter. Pursuant to this Plan, to the extent otherwise permitted, all Distributions in respect of any Claim will be allocated first to the principal amount of such Claim, as determined for federal income tax purposes, and thereafter to the remaining portion of such Claim, if any.
(b) Any payment in Cash to be made by the Debtors shall be made, at the election of the Debtors, by check drawn on a domestic bank or by wire transfer from a domestic bank.
Section 7.2 Delivery of Distributions and Unclaimed Distributions
(a) Delivery of Distributions in General. Distributions to Holders of Allowed Claims or Equity Interests shall be made at the address of the Holder of such Claim as indicated in the records of the Debtors. Distributions shall be made in accordance with the provisions of the applicable indenture, participation agreement, loan agreement, or analogous instrument or agreement, if any, and the provisions of the Plan, and Distributions shall be made only to the Holders of record as of the Distribution Record Date.
(b) No fractional shares or applicable units of New Common Stock, New Warrants, New Senior Notes, or New Subsidiary Preferred Stock shall be issued under the Plan and each Person otherwise entitled to receive an amount of said instruments that includes fractional amounts shall receive an amount of said instruments as shall reflect a rounding down of such fraction to the nearest whole unit; provided further with respect to any fractional amount rounded down hereunder, the Reorganized Debtors shall pay a Cash adjustment to the Person in respect of such fractional amount.
(c) With respect to any Claims that receive Cash, whenever payment of a fraction of a cent would otherwise be called for, the actual payment shall reflect a rounding down of such fraction to the nearest whole cent. To the extent any Cash remains undistributed as a result of the rounding of such fraction to the nearest whole cent, such Cash shall be treated as “Unclaimed Distribution” under the Plan.
(d) Notwithstanding any other provision of this Plan, no Cash payment of less than ten dollars shall be made on account of any Allowed Claim, including any Cash adjustments described herein, nor shall any of the Reorganized Debtors be obligated to make any such de minimus Cash payment, unless a specific request for payment is made in writing by the Holder of such Claim to the Reorganized Debtors.
(e) Unclaimed Distributions.
(i) Holding of Unclaimed Distributions. If any Distribution to a Holder of an Allowed Claim is returned to the Reorganized Debtors as undeliverable, no further Distributions shall be made to such Holder unless and until the Reorganized Debtors are notified in writing of such Holder’s then current address. Unclaimed Distributions shall remain in the possession of the Reorganized Debtors pursuant to this Article. An Unclaimed Distribution that constitutes Cash shall not be entitled to any interest, dividends or other accruals of any kind.
(ii) Failure to Claim Unclaimed Distributions. Except with respect to Distributions made to the Holders of Existing Lender Claims, any Holder of an Allowed Claim that does not assert an entitlement to an Unclaimed Distribution within one year after the Effective Date shall have its Claim for such Unclaimed Distribution discharged and shall be forever barred from asserting any such Claim against the Reorganized Debtors or their properties. In such cases: (A) any Cash held for Distribution on account of such Claims shall be the property of the Reorganized Debtors, free of any restrictions thereon and (B) any New Warrants held for Distribution on account of such Claims shall be cancelled and of no further force or effect. Nothing contained in the Plan shall require the Reorganized Debtors to attempt to locate any Holder of an Allowed Claim.
(iii) Compliance with Tax Requirements. Any federal, state, or local withholding taxes or amounts required to be withheld under applicable law shall be deducted from Distributions hereunder. All Entities holding Claims shall be required to provide any information necessary to effect the withholding of such taxes.
(f) Time Bar to Cash Payments. Checks issued by the Reorganized Debtors on account of Allowed Claims shall be null and void if not negotiated within ninety days from and after the date of issuance thereof. Requests for reissuance of any check shall be made directly to the Reorganized Debtors by the Holder of the Allowed Claim with respect to which the check was originally issued. Any Claim in respect of such a voided check shall be made on or before the second anniversary of the Effective Date. After such date, all Claims and respective voided checks shall be discharged and forever barred and the Reorganized Debtors shall retain all monies related thereto.
Section 7.3 Distribution Record Date
Section 7.4 Timing and Calculation of Amounts to Be Distributed
Section 7.5 Setoffs and Recoupments
Section 7.6 Fractional Shares
Section 7.7 Rounding and De Minimus Amounts
ARTICLE VIII
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
Section 8.1 Characterization of Disputed Claims
Section 8.2 Prosecution of Objections to Claims and Equity Interests
Section 8.3 Estimation of Claims
Section 8.4 Payments and Distributions on Disputed Claims
Section 8.5 Disputed Claim Reserve
ARTICLE IX
CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN
Section 9.1 Conditions Precedent to Confirmation
(a) the Confirmation Order in form and substance reasonably acceptable to the Debtors and the Administrative Agent (acting on instructions of the Existing Lender Plan Committee) shall have been signed by the Bankruptcy Court and duly entered on the docket for the Chapter 11 Cases by the Clerk of the Bankruptcy Court;
(b) the Administrative Agent shall be reasonably satisfied that existing insurance arrangements regarding Personal Injury Claims will remain available following the Effective Date; and
(c) a commitment letter respecting the Exit Facility, in form and substance reasonably acceptable to the Debtors and to the Administrative Agent (acting on instructions of the Existing Lender Plan Committee), shall have been filed as an Exhibit to the Plan.
Section 9.2 Conditions Precedent to Consummation
(a) ten days shall have passed since the entry of the Confirmation Order, and the Confirmation Order shall have become a Final Order;
(b) the closing of the Exit Facility, in a form that, among other things, satisfies the Minimum Availability Condition, shall have occurred, and all obligations under the DIP Facility shall have been satisfied in full, in Cash, and the DIP Facility shall have been terminated;
(c) all authorizations, consents and regulatory approvals required (if any) in connection with the effectiveness of the Plan shall have been obtained; and
(d) the Plan Documents shall have been finalized and fully executed in form and substance satisfactory to the Debtors, the Administrative Agent, and the Existing Lender Plan Committee.
Section 9.3 Waiver of Conditions
Section 9.4 Effect of Non-Occurrence of Conditions to Consummation
ARTICLE X
DISCHARGE, RELEASE, INJUNCTIVE, AND RELATED PROVISIONS
Section 10.1 Discharge
Section 10.2 Releases
(a) Mutual Releases by Debtors, Reorganized Debtors, Affiliates, and Releasees. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtors and the Reorganized Debtors in their individual capacities and as Debtors-in-Possession, and the Releasees shall be deemed to have mutually between and/or among themselves (i) forever released, waived and discharged all Claims, Causes of Action, and any and all other Liabilities (other than (a) the rights of the Debtors, the Reorganized Debtors, or other applicable parties to enforce the Plan and the contracts, instruments, releases, indentures and other agreements or documents delivered under the Plan or assumed by the Debtors, (b) the rights of the Debtors and Alpine related to or arising from the actions filed by Superior and Essex Electric, Inc., against J.P. Morgan Chase & Co. and Morgan Guaranty Trust Company of New York, (c) the rights of the Debtors and Alpine related to or arising from the Supply and Transitional Services Agreement, and (d) to the extent included in 10.2(a), any and all rights and obligations of the Debtors, the Reorganized Debtors, the Releasees, and all non-Debtor parties in connection with that certain lease agreement by and between ST (TX) LP and Superior Telecommunications Inc. f/k/a Superior Teletec Inc. and Superior Teletec Transmission Products, Inc., dated December 16, 1993 (as subsequently amended), and that certain Guaranty and Surety Agreement by and between ST (TX) LP and Alpine, dated December 16, 1993), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter existing, in law, equity or otherwise that are based in whole or in part on (A) any act, omission, transaction, condition, event or other occurrence taking place or existing on or prior to the Effective Date since the beginning of time in any way directly, indirectly, or derivatively arising from or related to the Debtors, the Reorganized Debtors, their respective operations, or their securities, (B) any act or omission related to service with or for or on behalf of Debtors, the Chapter 11 Cases, the Disclosure Statement, the Plan, the negotiation, formulation, and preparation of the Disclosure Statement and the Plan, or any reorganization documents (including any of the Plan Documents and/or any of the terms, settlements, and compromises reflected in any of the foregoing and any orders of the Bankruptcy Court related thereto), and (C) any act taken pursuant to or in connection with any of the foregoing that could have been asserted by or on behalf of the Debtors or the Reorganized Debtors in their individual capacities and as Debtors-in-Possession and the Releasees, other than in cases of willful misconduct (except with respect to Professionals, other than in cases of willful misconduct and gross negligence) (collectively, the “Released Liabilities”), and (ii) forever covenanted not to sue, assert any Claims, Causes of Action, or Liabilities against or otherwise seek recovery, whether based on tort, contract or otherwise (except in cases of willful misconduct and, with respect to Professionals, except in cases of willful misconduct and gross negligence) in connection with any of the foregoing, except that any claims arising on behalf of Confirmation Date Management as a result of obligations undertaken in Sections 6.4 and 6.5 of this Plan and any Claims for indemnification arising on
behalf of the directors and officers of the Debtors’ Affiliates against those Entities that either employ those officers or on whose board those directors serve, shall not be released.
(b) Releases by Holders of Claims and Equity Interests. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, (i) each Holder of a Claim or Equity Interest that has voted to accept the Plan, and (ii) to the fullest extent permissible under applicable law (determination of which shall be subject to the exclusive jurisdiction of the Bankruptcy Court), as such law may be extended or interpreted subsequent to the Effective Date, all other Holders of Claims and Equity Interests who are members of a Class consolidated for voting purposes which consolidated Class has voted to accept the Plan (and, except as otherwise provided herein, expressly excepting those who are conclusively presumed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject this Plan), in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan or any reorganization documents (including any of the Plan Documents and/or any of the terms, settlements, and compromises reflected in any of the foregoing and any orders of the Bankruptcy Court related thereto), and other contracts, instruments, releases, agreements or documents to be delivered in connection with the Plan, each Holder that has held, holds or may hold a Claim or Equity Interest, as applicable, shall be deemed to have (A) forever released, waived and discharged all Released Liabilities against any of the Debtors and the Reorganized Debtors in their individual capacities and as Debtors-in-Possession and the Releasees (other than in cases of willful misconduct except, with respect to Professionals, other than in cases of willful misconduct and gross negligence), and (B) forever covenanted with each of the Debtors and the Reorganized Debtors in their individual capacities and as Debtors-in-Possession and the Releasees not to sue, assert any Claim, Causes of Action, or Liabilities against or otherwise seek recovery from any of the Debtors, the Reorganized Debtors (except in accordance with the Plan), or any Releasee, whether based on tort, contract, or otherwise (other than in cases of willful misconduct and, with respect to Professionals, other than in cases of willful misconduct and gross negligence) in connection with any of the foregoing.
(c) As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtors and Reorganized Debtors in their individual capacities and as Debtors-in-Possession shall be deemed to have forever released, waived, and discharged the Released Causes of Action other than the rights of the Debtors, the Reorganized Debtors, or other applicable parties to enforce the Plan and the contracts, instruments, releases, indentures and other agreements or documents delivered under the Plan or assumed by the Debtors.
Section 10.3 Exculpation
Section 10.4 Injunction
(a) (i) asserting, commencing, or continuing in any manner any action against the Debtors or the Reorganized Debtors in their individual capacities and as Debtors-in-Possession, the New Parent, the New Subsidiary, the Releasees, the Committee or any of its members, or any of their respective professionals, to the extent of any release pursuant to Article 10.2 of this Plan or any Person or Entity exculpated pursuant to Article 10.3 of this Plan, any action against any of their respective assets, and any other or further Claim or Equity Interest based upon any document, instrument or act, omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date; (ii) the enforcement, attachment, collection, or recovery, by any manner or means of any judgment, award or decree or order against the Debtors or the Reorganized Debtors in their individual capacities and as Debtors-in-Possession, the New Parent, the New Subsidiary, the Releasees, the Committee or any of its members, or any of their respective professionals to the extent of any release pursuant to Article 10.2 of this Plan, or any Person or Entity exculpated pursuant to Article 10.3 with respect to any such action referred to in clause (a)(i) above; (iii) creating, perfecting, or enforcing any Lien of any kind against the Debtors, the Reorganized Debtors in their individual capacities and as Debtors-in-Possession, the New Parent, the New Subsidiary, the Releasees, the Committee or any of its members, or any of their respective professionals to the extent of any release pursuant to Article 10.2 of this Plan, or any Person or entity exculpated pursuant to Article 10.3, with respect to any such action referred to in clause (a)(i) above; (iv) asserting any setoff or right of subrogation of any kind against any obligation due the Debtors, the Reorganized Debtors in their individual capacities and as Debtors-in-Possession, the New Parent, the New Subsidiary, the Releasees, the Committee or any of its members, or any of their respective professionals to the extent of any release pursuant to Article 10.2 of this Plan, or any Person or entity exculpated pursuant to Article 10.3 of this Plan, with respect to any such action referred to in clause (a)(i) above; and (v) any action, in any manner, in any place whatsoever, that does not conform or comply with the Plan; and
(b) commencing or continuing in any manner, any suit, action or other proceeding, on account of or respecting any Claim, Equity Interest, interest obligation, debt right, remedy or liability released or to be released pursuant to the Plan or this Article X.
ARTICLE XI
RETENTION OF JURISDICTION
Section 11.1 Retention of Jurisdiction
(a) Allow, disallow, determine, liquidate, classify, estimate, or establish the priority or secured or unsecured status of any Claim or Equity Interest including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims or Equity Interests;
(b) Grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date;
(c) Resolve any matters related to the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which the Debtors are party or with respect to which the Debtors may be liable and to hear, determine and, if necessary, liquidate, any Claims arising therefrom, including those matters related to the adding of any executory contracts or unexpired leases to the list of executory contracts and unexpired leases to be rejected;
(d) Ensure that Distributions to Holders of Allowed Claims or Allowed Equity Interests are accomplished pursuant to the provisions of the Plan, including ruling on any motion filed under the Plan;
(e) Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving the Debtors that may be pending on the Effective Date;
(f) Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan;
(g) Resolve any cases, controversies, suits, or disputes that may arise in connection with the interpretation or enforcement of the Plan, the Plan Documents, or any Person’s or Entity’s obligations incurred under, or in connection with, the Plan or the Plan Documents;
(h) Issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Person or Entity with the occurrence of the Effective Date or enforcement of the Plan, except as otherwise provided herein;
(i) Resolve any cases, controversies, suits, or disputes with respect to the releases, injunction, and other provisions contained in Section X of the Plan and enter such orders as may be necessary or appropriate to implement such releases, injunction, and other provisions;
(j) Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;
(k) Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, the Plan Documents, or any contract, instrument, release, indenture, or other agreement or document created under, or in connection with, the Plan or the Disclosure Statement;
(l) Enter an order or final decree concluding the Chapter 11 Cases;
(m) Resolve disputes concerning any reserves with respect to Disputed Claims or the administration thereof;
(n) Resolve any disputes concerning whether a Person or Entity had sufficient notice of the Chapter 11 Cases, the applicable Bar Date, the hearing on the approval of the Disclosure Statement as containing adequate information, the hearing on the Confirmation of the Plan for the purpose of determining whether a Claim or Equity Interest is discharged under the Plan or for any other purpose;
(o) Recover all assets of the Debtors and property of the Estates, wherever located, including any Causes of Action under Sections 544 through 550 of the Bankruptcy Code to the extent not released and waived pursuant to the terms and conditions of the Plan; and
(p) Hear and resolve all matters concerning state, local, and federal taxes in accordance with Sections 346, 505, and 1146 of the Bankruptcy Code.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.1 Dissolution of Committees
Section 12.2 Payment of Statutory Fees
Section 12.3 Modification of the Plan
Section 12.4 Revocation or Withdrawal of Plan
Section 12.5 Successors and Assigns
Section 12.6 Reservation of Rights
Section 12.7 Section 1145 Exemption
Section 12.8 Headings
Section 12.9 Governing Law
Section 12.10 Severabi1ity
Section 12.11 Implementation
Section 12.12 Inconsistency
Section 12.13 Further Assurances
Section 12.14 Service of Documents
Section 12.15 Exemption from Certain Transfer Taxes
Section 12.16 Compromise of Controversies
Section 12.17 No Admissions
Section 12.18 Filing of Additional Documents
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