UNITED STATES BANKRUPTCY COURT
DISTRICT OF MASSACHUSETTS
)
In re: ) Chapter 11
)
CAMBEX CORPORATION, ) Case No. 97-
19640-CJK
)
Debtor )
)
REORGANIZATION PLAN (MARCH 17, 1998) OF CAMBEX
CORPORATION
BROWN, RUDNICK, FREED & GESMER, P.C.
Attorneys for Cambex Corporation
Debtor-in-Possession
One Financial Center
Boston, MA 02111
617-856-8200
JOSEPH F. RYAN
STEVEN D. POHL
FRANK RUDY COOPER
DATED: Waltham, Massachusetts
March 17, 1998
TABLE OF CONTENTS
INTRODUCTION 1
ARTICLE I -- DEFINITIONS, RULES OF INTERPRETATION, AND
COMPUTATION OF TIME 1
A. SCOPE OF DEFINITIONS 1
B. DEFINITIONS 1
C. RULES OF INTERPRETATION 5
D. COMPUTATION OF TIME 5
ARTICLE II -- CLASSIFICATION OF CLAIMS AND INTERESTS 5
A. INTRODUCTION 5
B. UNCLASSIFIED CLAIMS (NOT ENTITLED TO VOTE ON THE
PLAN) 6
1. Administrative Claims 6
2. Priority Tax Claims 6
C. UNIMPAIRED CLASSES OF CLAIMS (NOT ENTITLED TO VOTE
ON THE PLAN) 6
1. Class 1: Other Priority Claims 6
2. Class 3: Priority Employee Benefit Plan Claims 6
D. IMPAIRED CLASSES OF CLAIMS (ENTITLED TO VOTE ON THE
PLAN) 7
1. Class 2: Secured Claims 7
2. Class 4: All Other General Unsecured Claims 7
E. UNIMPAIRED CLASS OF INTERESTS (NOT ENTITLED TO VOTE
ON THE PLAN) 7
1. Class 5: All Stockholder Interests 7
ARTICLE III -- TREATMENT OF CLAIMS AND INTERESTS 7
A. UNCLASSIFIED CLAIMS 7
1. Administrative Claims 7
2. Priority Tax Claims 7
B. UNIMPAIRED CLASSES OF CLAIMS 8
1. Class 1: Other Priority Claims 8
2. Class 3: General Unsecured Claims Less Than or
Equal to $500 8
C. IMPAIRED CLASSES OF CLAIMS 8
1. Class 2: Secured Claims 8
2. Class 4: General Unsecured Claims Exceeding $500 9
D. UNIMPAIRED CLASS OF INTERESTS 9
1. Class 5: All Stockholder Interests 9
ARTICLE IV -- MEANS FOR IMPLEMENTATION OF THE PLAN 10
A. REVESTING OF ASSETS 10
B. SUBSTANTIAL CONTRIBUTION COMPENSATION AND EXPENSES
BAR DATE 10
C. EXCLUSIVITY PERIOD 10
D. RETAINED LITIGATION 10
E. EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS 10
F. LIMITATION ON ISSUANCE OF STOCK OPTIONS . 11
ARTICLE V -- ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE
OR MORE CLASSES OF CLAIMS OR INTERESTS 11
A. CLASSES ENTITLED TO VOTE 11
B. CLASS ACCEPTANCE REQUIREMENT 11
C. CRAMDOWN 11
ARTICLE VI -- DESCRIPTION OF SECURITIES TO BE ISSUED IN
CONNECTION WITH THE PLAN 12
A. COMMON STOCK 12
B. REGISTRATION 12
ARTICLE VII -- PROVISIONS GOVERNING DISTRIBUTIONS 12
A. DATE OF DISTRIBUTIONS 12
B. INTEREST ON CLAIMS 12
C. DISBURSING AGENT 12
D. MEANS OF CASH PAYMENT 13
E. DELIVERY OF DISTRIBUTIONS 13
F. NO VOTING BY DISBURSING AGENT 13
ARTICLE VIII -- TREATMENT OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES 13
A. ASSUMED CONTRACTS AND LEASES 13
B. PAYMENTS RELATED TO ASSUMPTION OF EXECUTORY
CONTRACTS AND
UNEXPIRED LEASES; BAR TO PRECONFIRMATION DATE CLAIMS 14
C. REJECTED CONTRACTS AND LEASES 14
D. BAR TO REJECTION DAMAGES 14
E. UNIDENTIFIED EXECUTORY CONTRACTS AND UNEXPIRED
LEASES 14
ARTICLE IX CONDITIONS PRECEDENT 15
A. CONDITIONS To THE CONFIRMATION DATE 15
B. CONDITIONS To THE CONSUMMATION DATE 15
C. WAIVER OF CONDITIONS To THE CONFIRMATION DATE OR
CONSUMMATION DATE 16
ARTICLE X -- PROCEDURES FOR RESOLVING AND TREATING
DISPUTED AND
CONTINGENT CLAIMS 16
A. NO DISTRIBUTIONS PENDING ALLOWANCE 16
B. DISTRIBUTION RESERVE 16
C. DISTRIBUTIONS AFTER ALLOWANCE 17
ARTICLE XI -- MODIFICATIONS AND AMENDMENTS 17
A. MODIFICATION OF THE PLAN 17
ARTICLE XII -- RETENTION OF JURISDICTION 17
ARTICLE XIV -- MISCELLANEOUS PROVISIONS 18
A. SETOFFS 18
B. WITHHOLDING AND REPORTING REQUIREMENTS 19
C. DISCHARGE OF CAMBEX 19
D. COMMITTEES 19
E. BINDING EFFECT 19
F. REVOCATION, WITHDRAWAL OR NONCONSUMMATION 19
1. Right To Revoke Or Withdraw 19
2. Effect Of Withdrawal, Revocation, Or
Nonconsummation 19
G. CHARTER AMENDMENT 20
H. NOTICES 20
I. PREPAYMENT 20
J. TERM OF INJUNCTIONS OR STAYS 20
J. GOVERNING LAW 21
INTRODUCTION
Cambex Corporation, debtor-in-possession in the
above-captioned Chapter 11 reorganization case
("Cambex"), hereby proposes the following
reorganization plan for the resolution of Cambex's
outstanding creditor Claims and equity Interests.
Reference is made to the Disclosure Statement (as that
term is defined herein) for results of operations,
projections for future operations, risk factors, a
summary and analysis of the Plan, and certain related
matters.
Pursuant to Section 1125(b) of the Bankruptcy
Code, a vote to accept or reject the Plan cannot be
solicited from a holder of a Claim or Interest until
such time as the Disclosure Statement has been approved
by the Bankruptcy Court and distributed to holders of
Claims and holders of Interests. All holders of Claims
and holders of Interests are encouraged to read the
Plan and the Disclosure Statement in their entirety
before voting to accept or reject the Plan.
ARTICLE I
DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION
OF TIME
A. Scope Of Definitions
For purposes of this Plan, except as expressly
provided or unless the context otherwise requires, all
capitalized terms not otherwise defined shall have the
meanings ascribed to them in this Article I of the
Plan. Any term used in the Plan that is not defined
herein, but is defined in the Bankruptcy Code or the
Bankruptcy Rules, shall have the meaning ascribed to
that term in the Bankruptcy Code or the Bankruptcy
Rules. Whenever the context requires, such terms shall
include the plural as well as the singular number, the
feminine gender shall include the masculine, and the
masculine gender shall include the feminine.
B. Definitions
1. "Administrative Claim" means a Claim for
payment of an administrative expense of a kind
specified in Section 503(b) of the Bankruptcy Code and
entitled to priority pursuant to Section 507(a)(l) of
the Bankruptcy Code, including, but not limited to, the
actual, necessary costs and expenses, incurred after
the Petition Date, of preserving Cambex's Estate and
operating the business of Cambex, including wages,
salaries, or commissions for services rendered after
the commencement of the Chapter 11 Case, Professional
Fees, and all fees and charges assessed against the
Estate under chapter 123 of title 28, United States
Code, and all Allowed Claims that are entitled to be
treated as Administrative Claims pursuant to a Final
Order of the Bankruptcy Court under Section
546(c)(2)(A) of the Bankruptcy Code. For distribution
purposes under the Plan, Administrative Claims shall
include Cure payments with respect to executory
contracts and unexpired leases to be assumed under the
Plan pursuant to Section 365 of the Bankruptcy Code.
2. "Allowed Administrative Claim" means an
Allowed Claim that is an Administrative Claim.
3. "Allowed Claim" means a Claim or any portion
thereof (a) that has been allowed by a Final Order, (b)
either (x) that is Scheduled, other than a Claim that
is Scheduled at zero or as disputed, contingent or
unliquidated, or (y) for which a proof of claim has
been timely filed with the Bankruptcy Court pursuant to
the Bankruptcy Code, any Final Order of the Bankruptcy
Court, or other applicable bankruptcy law, and as to
which either (i) no objection to its allowance has been
filed within the periods of limitation fixed by the
Bankruptcy Code or by any Final Order of the Bankruptcy
Court or (ii) any objection to its allowance has been
settled or withdrawn, or has been denied by a Final
Order, or (c) that is expressly allowed in the Plan.
4. "Allowed Class ... Claim" means an Allowed
Claim in the particular Class described.
5. "Allowed Class ... Interest" means an
Interest in the particular Class described (a) that has
been allowed by a Final Order, (b) for which (i) no
objection to its allowance has been filed within the
periods of limitation fixed by the Bankruptcy Code or
by any Final Order of the Bankruptcy Court or (ii) any
objection to its allowance has been settled or
withdrawn, or (c) that is expressly allowed in the
Plan.
6. "Ballot" means each of the forms that will be
distributed with the Disclosure Statement to holders of
Claims and holders of Interests in Classes that are
impaired under the Plan and entitled to vote under
Article V.A. hereof in connection with the solicitation
of acceptances of the Plan.
7. "Bankruptcy Code" means the Bankruptcy Reform
Act of 1978, as amended and codified in Title 11 of the
United States Code, 11 U.S.C. l01-l330.
8. "Bankruptcy Court" means the United States
Bankruptcy Court for the District of Massachusetts
(Eastern Division) or such other court as may have
jurisdiction over the Chapter 11 Case.
9. "Bankruptcy Rules" means the Federal Rules of
Bankruptcy Procedure and the Official Bankruptcy Forms,
as amended, the Federal Rules of Civil Procedure, as
amended, as applicable to the Chapter 11 Case or
proceedings therein, and the Local Rules of the
Bankruptcy Court, as applicable to the Chapter 11 Case
or proceedings therein as the case may be.
10. "Business Day" means any day, excluding
Saturdays, Sundays, and legal holidays, on which
national banks are open for business in Boston,
Massachusetts.
11. "Cash" means legal tender of the United
States.
12. "Cambex" means Cambex Corporation, debtor and
debtor-in-possession, prior to the Consummation Date.
13. "Chapter 11 Case" means the Chapter 11 Case
of Cambex pending in the Bankruptcy Court and bearing
case number 97-19640-CJK.
14. "City" means the City of Poughkeepsie, New
York, which holds a prepetition tax lien on certain
land in the City of Poughkeepsie that is owned by
Cambex.
15. "City Secured Claim" means the Secured Claim
of the City.
16. "Claim" means a claim against Cambex, whether
or not asserted, as defined in Section 101(5) of the
Bankruptcy Code.
17. "Class" means a category of holders of Claims
or holders of Interests described in Article II.
18. "Common Stock" means the shares of common
stock of Cambex now or in the future authorized under
Cambex' articles of organization.
19. "Confirmation Date" means the date on which
the Confirmation Order is entered by the Bankruptcy
Court.
20. "Confirmation Order" means the order, entered
by the Bankruptcy Court, confirming the Plan.
21. "Confirmation Hearing" means the hearing on
confirmation of the Plan under Section 1128 of the
Bankruptcy Code.
22. "Consummation Date" means the Business Day on
which all conditions to the consummation of the Plan
set forth in Article IX.B hereof have been satisfied or
waived as provided in Article IX.C hereof, as set forth
on a certificate to be filed with the Court by the
Proponent, provided that the Consummation Date shall be
not more than thirty (30) days after the Confirmation
Date, unless otherwise authorized by the Bankruptcy
Court.
23. "Creditors' Committee" means the Official
Committee Of Unsecured Creditors appointed in this
Chapter 11 Case on or about October 31, 1997 to
represent unsecured creditors of Cambex, as such
Committee may be constituted from time to time.
24. "Cure" means the distribution of Cash, or
such other property as may be agreed upon by the
parties or ordered by the Bankruptcy Court, with
respect to the assumption of an executory contract or
unexpired lease, pursuant to Section 365(b) of the
Bankruptcy Code, in an amount equal to all unpaid
monetary obligations, without interest and irrespective
of any otherwise applicable penalty rate, or such other
amount as may be agreed upon by the parties, under such
executory contract or unexpired lease, to the extent
such obligations are enforceable under the Bankruptcy
Code and applicable bankruptcy law.
25. "Disallowed Claim" means (a) a Claim, or any
portion thereof, that has been disallowed by a Final
Order, (b) a Claim that is Scheduled at zero or as
contingent, disputed, or unliquidated and as to which
no proof of claim has been filed or deemed timely filed
with the Bankruptcy Court pursuant to either the
Bankruptcy Code or any Final Order of the Bankruptcy
Court or other applicable bankruptcy law, or (c) a
Claim that has not been Scheduled and as to which no
proof of claim has been filed or deemed timely filed
with the Bankruptcy Court pursuant to either the
Bankruptcy Code or any Final Order of the Bankruptcy
Court or other applicable bankruptcy law.
26. "Disbursing Agent" means the Person(s)
designated by Cambex to serve as a Disbursing Agent
under Article VII of the Plan. Cambex may designate
Reorganized Cambex as the Disbursing Agent. The
Disbursing Agent shall be deemed to include American
Stock Transfer Company in its capacity as the transfer
agent, registrar or any similar function for either
Cambex or Reorganized Cambex.
27. "Disclosure Statement" means the written
disclosure statement(s) that relate to the Plan, as
approved by the Bankruptcy Court pursuant to Section
1125 of the Bankruptcy Code and Bankruptcy Rule 3017,
as such disclosure statement(s) may be amended,
modified, or supplemented from time to time.
28. "Disputed Claim" means a Claim, or any
portion thereof, that is neither an Allowed Claim nor a
Disallowed Claim.
29. "Distribution Reserve" means all Cash, Common
Stock, and other property that would have been
distributed on or after the Consummation Date to the
holders of Disputed Claims, if such Disputed Claims
had, in fact, then been allowed (rather than disputed
as of the date of such distribution), but which amount
is instead held by the Disbursing Agent, pending
resolution of such Disputed Claims.
30. "ERISA" means the Employee Retirement Income
Security Act of 1974, 29 U.S.C. 1301 et seq., as
amended.
31. "Estate" means the estate of Cambex in its
Chapter 11 Case, pursuant to Section 541 of the
Bankruptcy Code.
32. "Face Amount" means, (a) when used in
reference to a Disputed or Disallowed Claim or
Interest, the full stated amount or the full stated
number of shares asserted by the holder in any proof of
Claim or Interest, as the case may be, timely filed
with the Bankruptcy Court or otherwise deemed timely
filed by any Final Order of the Bankruptcy Court or
other applicable bankruptcy law, and (b) when used in
reference to an Allowed Claim or Interest, the allowed
amount or number of shares of such Claim or Interest,
as the case may be.
33. "Final Order" means an order or judgment, the
operation or effect of which has not been stayed,
reversed, or amended and as to which order or judgment
(or any revision, modification, or amendment thereof)
the time to appeal or seek review or rehearing has
expired and as to which no appeal or petition for
review or rehearing was filed or, if filed, remains
pending.
34. "Fiscal Year" means, with respect to Cambex,
the fiscal year ending December 31 of each year, or
such other fiscal year as Cambex may designate.
35. "Interest" means the right of a holder and
owner of issued and outstanding shares of Common Stock
of Cambex authorized and issued prior to the
Confirmation Date and outstanding on the Confirmation
Date.
36. "Internal Revenue Code" means the Internal
Revenue Code of 1986, as amended.
37. "Other Priority Claims" means all claims
entitled to priority pursuant to Section 507(a) of the
Bankruptcy Code other than Priority Tax Claims or
Administrative Claims.
38. "Other Secured Claims" means Secured Claims,
if any, other than the City Secured Claim.
39. "Person" means an individual, corporation,
partnership, joint venture, association, joint stock
company, trust, estate, unincorporated organization, or
other entity.
40. "Petition Date" means October 10, 1997, the
date on which Cambex filed its petition for
reorganization commencing the Chapter 11 Case.
41. "Plan" means this reorganization plan
proposed by Cambex for the resolution of Cambex's
outstanding creditor Claims and equity Interests in
this Chapter 11 Case, as such plan may be modified from
time to time in accordance with the Bankruptcy Code.
42. "Priority Tax Claim" means a Claim entitled
to priority pursuant to Section 507(a)(8) of the
Bankruptcy Code.
43. "Professional Fees" means a Claim of a
professional, retained in the Chapter 11 Case, pursuant
to Sections 327 and 1103 of the Bankruptcy Code or
otherwise, for compensation or reimbursement of costs
and expenses relating to services incurred prior to and
including the Confirmation Date as, when and to the
extent any such Claim is approved by a Final Order
entered pursuant to Sections 330, 331, 503(b), or 1103
of the Bankruptcy Code.
44. "Proponent" means Cambex.
45. "Pro Rata" means, at any time, the proportion
that the Face Amount of a Claim or Interest in a
particular Class bears to the aggregate Face Amount of
all Claims or Interests, as the case may be (including
Disputed Claims or Interests, but excluding Disallowed
Claims or Interests), in such Class, unless the Plan
provides otherwise.
46. "Reinstated" or "Reinstatement" means leaving
unaltered the legal, equitable and contractual rights
to which a Claim entitles the holder of such Claim so
as to leave such Claim unimpaired in accordance with
Section 1124 of the Bankruptcy Code, thereby entitling
the holder of such Claim to, but not more than, (a)
reinstatement of the original maturity of the
obligations on which such Claim is based, and (b)
payment of an amount of Cash consisting solely of the
sum of(i) matured but unpaid principal installments,
without regard to any acceleration of maturity,
accruing prior to the Consummation Date, (ii) accrued
but unpaid interest as of the Petition Date, (iii)
interest on the amount of unpaid principal installments
accruing on and after the Petition Date and through the
Consummation Date calculated at the simple nondefault
interest rate as set forth in any agreement between
Cambex and the holder of such Claim, and (iv)
reasonable fees, expenses and charges, to the extent
such fees, expenses and charges are allowed under the
Bankruptcy Code and are provided for in the agreement
or agreements on which such Claim is based; provided,
however, that any contractual right that does not
pertain to the payment when due of principal and
interest on the obligation on which such Claim is
based, including, but not limited to, financial
covenant ratios, negative pledge covenants, covenants
or restrictions on merger or consolidation and
affirmative covenants regarding corporate existence
prohibiting certain transactions or actions
contemplated by the Plan, or conditioning such
transactions or actions on certain factors, shall not
necessarily be reinstated in order to accomplish
Reinstatement.
47. "Reorganized Cambex" means Cambex on and
after the Consummation Date.
48. "Scheduled" means, with respect to any Claim
or Interest, the status and amount, if any, of such
Claim or Interest as set forth in the Schedules.
49. "Schedules" means the schedules of assets and
liabilities and the statements of financial affairs
filed in the Bankruptcy Court by Cambex on or about
November 10, 1997, as such schedules or statements have
been or may be further amended or supplemented from
time to time in accordance with Bankruptcy Rule 1009.
50. "Secured Claim" means a Claim secured by a
security interest in or lien upon property of the
Estate to the extent of the value, as of the
Consummation Date, or such later date as is established
by the Bankruptcy Court, of such interest or lien as
determined by a Final Order of the Bankruptcy Court
pursuant to Section 506 of the Bankruptcy Code or as
otherwise agreed upon in writing by Cambex and the
holder of such Claim, subject to the effect of an
election under Section 1111(b)(2) of the Bankruptcy
Code.
51. "Unsecured Claim" means a Claim that is not
an Administrative Claim, Priority Tax Claim, Other
Priority Claim, or Secured Claim.
C. Rules Of Interpretation
For purposes of the Plan (a) any reference in the
Plan to a contract, instrument, release, indenture, or
other agreement or documents 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, (b) any
reference in the Plan to an existing document or
exhibit filed or to be filed means such document or
exhibit as it may have been or may be amended,
modified, or supplemented, (c) unless otherwise
specified, all references in the Plan to Sections,
Articles, Schedules, and Exhibits are references to
Sections, Articles, Schedules, and Exhibits of or to
the Plan, (d) the words "herein" and "hereto" refer to
the Plan in its entirety rather than to a particular
portion of the Plan, and (e) captions and headings to
Sections and Articles are inserted for convenience of
reference only and are not intended to be a part of or
to affect the interpretation of the Plan, and the rules
of construction set forth in Section 102 of the
Bankruptcy Code and in the Bankruptcy Rules shall
apply.
D. Computation Of Time
In computing any period of time prescribed or
allowed by the Plan, unless otherwise expressly
provided, the provisions of Bankruptcy Rule 9006(a)
shall apply.
ARTICLE II
CLASSIFICATION OF CLAIMS AND INTERESTS
A. Introduction
All Claims and Interests, except Administrative
Claims and Priority Tax Claims, are placed in the
Classes set forth below. In accordance with Section
1123(a)(l) of the Bankruptcy Code, Administrative
Claims and Priority Tax Claims, as defined below, have
not been classified.
A Claim or Interest is placed in a particular
Class only to the extent that the Claim or Interest
falls within the description of that Class, and is
classified in other Classes to the extent that any
portion of the Claim or Interest falls within the
description of such other Classes.
A Claim is also placed in a particular Class for
the purpose of receiving distributions pursuant to the
Plan only to the extent that such Claim is an Allowed
Claim in that Class and such Claim has not been paid,
released, or otherwise settled prior to the
Consummation Date.
B. Unclassified Claims (not entitled to vote on the
Plan)
1. Administrative Claims
2. Priority Tax Claims
C. Unimpaired Classes Of Claims (not entitled to vote
on the Plan)
1. Class 1: Other Priority Claims
Class 1 consists of Other Priority
Claims.
2. Class 3: General Unsecured Claims Less than
or Equal to $500
(Convenience Class)
Class 3 consists of all Unsecured
Claims less than or equal to $500.
D. Impaired Classes Of Claims (entitled to vote on
the Plan)
1. Class 2: Secured Claims
Class 2 consists of all Secured
Claims, including the City Secured
Claim and Other Secured Claims, if
any. Each holder of a Class 2
Secured Claim shall be treated as a
separate class for all purposes
under the Plan.
2. Class 4: All Other General Unsecured Claims
Class 4 consists of all Unsecured
Claims exceeding $500
E. Unimpaired Class Of Interests (not entitled to
vote on the Plan)
1. Class 5: All Stockholder Interests
Class 5 consists of all Interests
with respect to Common Stock.
ARTICLE III
TREATMENT OF CLAIMS AND INTERESTS
A. Unclassified Claims
1. Administrative Claims
On the Consummation Date, or as soon thereafter as
practicable, a holder of an Allowed Administrative
Claim shall receive in full satisfaction, settlement,
release, and discharge of and in exchange for such
Allowed Administrative Claim, (a) Cash equal to the
unpaid portion of such Allowed Administrative Claim, or
(b) such other treatment as to which Cambex or
Reorganized Cambex and such holder shall have agreed
upon in writing; provided, however, that Allowed
Administrative Claims with respect to liabilities
incurred by Cambex in the ordinary course of its
business during the Chapter 11 Case shall be paid by
Reorganized Cambex in the ordinary course of business
in accordance with the terms and conditions of any
agreements relating thereto.
2. Priority Tax Claims
On the Consummation Date, or as soon thereafter as
practicable, a holder of an Allowed Priority Tax Claim
shall be entitled to receive in full satisfaction,
settlement, release, and discharge of and in exchange
for such Allowed Priority Tax Claim, either, at the
option of Cambex or Reorganized Cambex, (a) Cash equal
to the unpaid portion of such Allowed Priority Tax
Claim, or (b) deferred Cash payments in an aggregate
principal amount equal to the unpaid portion of such
Allowed Priority Tax Claim plus interest thereon at a
rate to be determined by the Bankruptcy Court from the
Consummation Date through the date of payment thereof,
or (c) such other treatment as to which Cambex or
Reorganized Cambex and such holder shall have agreed
upon in writing. If deferred Cash payments are made to
a holder of an Allowed Priority Tax Claim, payments of
principal shall be made in annual installments, each
such installment amount being equal to ten percent
(10%) of such Allowed Priority Tax Claim plus accrued
and unpaid interest with the first payment to be due on
the Consummation Date or as soon thereafter as
practicable, and subsequent payments to be due on the
anniversary of the first payment date or as soon
thereafter as is practicable; provided, however, that
any installments remaining unpaid on the date that is
six (6) years after the date of assessment of the tax
that is the basis for the Allowed Priority Tax Claim
shall be paid on the first Business Day following such
date, together with any accrued and unpaid interest to
the date of payment; and, provided further, that
Reorganized Cambex reserves the right to pay any
Allowed Priority Tax Claim, or any remaining balance of
any Allowed Priority Tax Claim, in full at any time on
or after the Consummation Date without premium or
penalty; and, provided further, that no holder of an
Allowed Priority Tax Claim shall be entitled to any
payments on account of any pre-Consummation Date
interest accrued on or penalty arising after the
Petition Date with respect to or in connection with
such Allowed Priority Tax Claim.
B. Unimpaired Classes Of Claims
1. Class 1: Other Priority Claims
On the Consummation Date, or as soon thereafter as
practicable, a holder of an Allowed Class 1 Claim shall
receive in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Class 1
Claim (a) Cash equal to the unpaid amount of such
Allowed Class 1 Claim; or (b) such other treatment as
to which Cambex or Reorganized Cambex and such holder
shall have agreed upon in writing; or (c) at the option
of Reorganized Cambex, such Claims shall be Reinstated.
2. Class 3: General Unsecured Claims Less Than
or Equal to $500
On the Consummation Date, or as soon thereafter as
practicable, a holder of an Allowed Class 3 Claim shall
receive in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Class 3
Claim, Cash payments totaling 100% of the unpaid amount
of such Allowed Class 3 Claim.
C. Impaired Classes Of Claims
1. Class 2: Secured Claims
a. Class 2.01 City Secured Claim.
In full satisfaction, settlement, release, and
discharge of and in exchange for the Allowed Class 2.01
Claim and any and all other Claims of the City, secured
or unsecured, the City shall be entitled to receive and
retain the collateral securing its claim.
b. Classes 2.02 et seq. Other Secured
Claims
Each Other Secured Claim, if any, shall be
classified as a subclass under Class 2 (which for all
purposes, including voting, under the Plan shall be
considered a separate class).
On the Consummation Date, or as soon thereafter as
practicable, the holder of an Allowed Class 2.02 Claim,
in full satisfaction, settlement, release and discharge
of and in exchange for such Allowed Class 2.02 Claim,
shall, in the sole discretion of Cambex, (a) retain its
liens securing its Allowed Class 2.01 Claim and receive
deferred Cash payments totaling at least the unpaid
portion of such Allowed Class 2.02 Claim, of a value,
as of the Consummation Date, equal to the value of such
holder's interest in the Estate's interest in the
collateral securing the Class 2.02 Claim, (b) upon
abandonment by Reorganized Cambex receive and retain
the collateral securing the Class 2.02 Claim, (c)
receive payments or liens amounting to the indubitable
equivalent of the value of such holder's interest in
the Estate's interest in the collateral securing the
Class 2.02 Claim, (d) be Reinstated, or (e) receive
such other treatment as Cambex and such holder shall
have agreed upon in writing as announced at or prior to
the Confirmation Hearing.
2. Class 4: General Unsecured Claims Exceeding
$500
A holder of a Class 4 Claim (Allowed or Disputed),
in full satisfaction, settlement, release, and
discharge of and in exchange for such Class 4 Claim (to
the extent such claim is or becomes an Allowed Class 4
Claim), may elect, at the time such holder casts its
ballot, treatment under either Class 4 Option A or
Class 4 Option B, as described below. Any holder of a
Class 4 Claim who does not make such an election shall
be deemed to have elected Class 4 Option A.
a. Class 4 Option A.
A holder electing treatment under Class 4 Option A
shall receive Cash payments totaling 100% of such
Allowed Class 4 Claim, without interest, in thirty (30)
consecutive monthly payments, with the first such
payment to be made on the date six months after the
Consummation Date, and succeeding payments as the same
day of each month thereafter until paid. The first six
(6) payments shall be equal to two and one-half(2.5%)
percent of such Allowed Class 4 Claim; the next twenty-
three (23) payments shall be equal to three and one-
half (3.5%) percent of such Allowed Class 4 Claim; and
the last payment shall be equal to four and one-half
percent of such Allowed Class 4 Claim.
b. Class 4 Option B.
A holder electing treatment under Class 4 Option B
shall receive (i) Cash payments equal to 80% of such
Allowed Class 4 Claim on the terms described below (the
"Cash Portion"); and (ii) two shares of Common Stock
for every one dollar ($1.00) of such Allowed Class 4
Claim in excess of the Cash Portion (i.e., 20% of the
Allowed Class 4 Claim) (the "Stock Portion"). The Cash
Portion shall be paid, without interest, in thirty (30)
consecutive monthly payments, with the first such
payment to be made on the date six (6) months after the
Consummation Date, and succeeding payments on the same
day of each month thereafter until paid. The first six
(6) payments shall be equal to two percent (2%) of such
Allowed Class 4 Claim; and the next twenty-four (24)
payments shall be equal to 2 5/6% of such Allowed Class
4 Claim. The Stock Portion shall be issued on the
Consummation Date, or as soon as practicable
thereafter. If the financing obtained by the Debtor in
connection with the Plan is to be equity financing,
each holder electing Class 4 Option B will be given the
opportunity to change its election to Class 4 Option A
after receiving a description of the terms of the
equity financing. Those terms shall be distributed to
holders electing Class 4 Option B by Federal Express on
the day following entry of the order confirming the
Plan, and such holders will have a period of fourteen
(14) calendar days after receipt thereof to change
their election to Class 4 Option A. The form of
disclosure of the terms of the equity financing shall
be filed by the Debtor no later than April 20, 1998 at
12:00 p.m. and any issues as to the adequacy thereof
shall be heard at the Confirmation Hearing.
c. Issuance of Common Stock to Disbursing
Agent on Account of Disputed Claims.
On the Consummation Date, shares of Common Stock
shall be issued to the Disbursing Agent and held in the
Distribution Reserve in accordance with Article X of
the Plan, for the benefit of the holders of Disputed
Class 4 Claims, in sufficient number to satisfy the
requirements of Class 4 Option B with respect to such
Disputed Claims.
D. Unimpaired Class Of Interests
1. Class 5: All Stockholder Interests
Holders of Class 5 Stockholder Interests shall
retain their Common Stock.
ARTICLE IV
MEANS FOR IMPLEMENTATION OF THE PLAN
A. Revesting Of Assets
All property of Cambex shall vest in Reorganized
Cambex free and clear of all liens, encumbrances,
Claims and Interests, except as otherwise expressly
provided in this Plan or the Confirmation Order.
Thereafter, Reorganized Cambex may operate its business
and may use, acquire, and dispose of property free of
any restrictions of the Bankruptcy Code, the Bankruptcy
Rules, and the Bankruptcy Court. Without limiting the
foregoing, Reorganized Cambex may, without application
to or approval by the Bankruptcy Court, pay fees that
are incurred after the Confirmation Date for
professional fees and expenses.
B. Substantial Contribution Compensation And Expenses
Bar Date
Any person or entity who requests compensation or
expense reimbursement for making a substantial
contribution in the Chapter 11 Case pursuant to
Sections 503(b)(3), (4), and (5) of the Bankruptcy Code
must file a request with the clerk of the Bankruptcy
Court, on or before 4:00 p.m. Eastern Time on May 8,
1998 or be forever barred from seeking such
compensation or expense reimbursement.
C. Exclusivity Period
Cambex shall retain the exclusive right to amend
or modify the Plan and to solicit acceptances of any
amendments to or modifications of the Plan, through and
until the Consummation Date.
D. Retained Litigation
In accordance with Section 1123(b)(3) of the
Bankruptcy Code, Cambex (and, after the Consummation
Date, Reorganized Cambex) shall retain and may enforce
all claims, rights of action, suits, and proceedings,
whether in law or in equity, whether known or unknown,
that Cambex or the Estate may hold against any entity.
Cambex or any of its successors may pursue such
retained litigation claims in accordance with the best
interests of Cambex or its successors who hold such
rights of action.
E. Effectuating Documents; Further Transactions
The President, or any other appropriate officer of
Cambex or Reorganized Cambex shall be authorized to
execute, deliver, file, or record such contracts,
instruments, releases, indenture, and other agreements
or documents, and take such actions as may be necessary
or appropriate to effectuate and further evidence the
terms and conditions of the Plan. The Clerk or
Assistant Clerk of Cambex or Reorganized Cambex, as the
case may be, shall be authorized to certify or attest
to any of the foregoing actions, if necessary.
F. Limitation on Issuance of Stock Options
Until such time as holders of Allowed Class 4
Claims that have elected treatment under Class 4 Option
B have been paid in Cash an amount equal to fifty
percent (50%) of their Allowed Class 4 Claims, the
following limitations shall apply to the issuance of
stock options to officers, directors and employees of
Reorganized Cambex: (i) Reorganized Cambex may issue
stock options exercisable for no more than 1,000,000
shares of Common Stock, and (ii) the stock options must
be exercisable at a price which is not less than the
greater of (a) $.50 per share of Common Stock and (b)
the market value per share of the Common Stock at the
time of the issuance of the options; provided, however,
that notwithstanding the foregoing limitation,
Reorganized Cambex may issue stock options exercisable
for no more than 500,000 shares (in addition to the
1,000,000 shares described in the foregoing limitation)
without any price limitation, provided further that no
stock options with respect to such 500,000 shares may
be issued to Joseph F. Kruy, the President of Cambex
(or any Person that he owns or controls). None of the
foregoing limitations shall apply after holders of
Allowed Class 4 Claims electing treatment under Class 4
Option B have received cash equal to fifty percent
(50%) of their Allowed Class 4 claims.
ARTICLE V
ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF
REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR INTERESTS
A. Classes Entitled To Vote
Each impaired Class shall be entitled to vote to
accept or reject the Plan. Any unimpaired Class of
Claims shall be deemed to have accepted the Plan and
shall not be entitled to vote to accept or reject the
Plan.
B. Class Acceptance Requirement
Under Section 1126(c) of the Bankruptcy Code, an
impaired Class of Claims has accepted the Plan if the
holders of at least two-thirds (2/3) in dollar amount
and more than one-half (1/2) in number of the Allowed
Claims of such Class who have voted on the Plan, have
voted to accept the Plan.
Under Section 1126(d) of the Bankruptcy Code, an
impaired Class of Interests has accepted the Plan if
the holders of at least two-thirds (2/3) in amount of
the Interests of such Class who have voted on the Plan,
have voted to accept the Plan.
C. Cramdown
Cambex hereby requests confirmation of the
Reorganized Plan, as it may be modified from time to
time, under Section 1129(b) of the Bankruptcy Code, if
necessary.
ARTICLE VI
DESCRIPTION OF SECURITIES TO BE ISSUED IN CONNECTION
WITH THE PLAN
A. Common Stock
The Common Stock to be issued by Reorganized
Cambex under the Plan shall be from the same class of
securities as Cambex's presently outstanding Common
Stock, the essential terms of which are as follows:
Par Value $.10 per share
Voting One vote per share
Preemptive Rights None
Transfer Limitations None
B. Registration
The Common Stock issued pursuant to the Plan, like the
Common Stock already issued and outstanding,
upon issuance will be registered under
Section 12(g) of the Securities Exchange Act
of 1934.
ARTICLE VII
PROVISIONS GOVERNING DISTRIBUTIONS
A. Date Of Distributions
Distributions under the Plan shall be made as provided
under the other relevant provisions of the
Plan, except as otherwise provided for herein
or ordered by the Bankruptcy Court.
B. Interest On Claims
Unless otherwise specifically provided for in the
Plan or Confirmation Order, or required by applicable
bankruptcy law, interest shall not accrue on Claims,
and no holder of a Claim shall be entitled to interest
accruing on or after the Petition Date on any Claim.
Interest shall not accrue or be paid upon any Disputed
Claim in respect of the period from the Petition Date
to the date a final distribution is made thereon if and
after such Disputed Claim becomes an Allowed Claim.
C. Disbursing Agent
The Disbursing Agent shall make all distributions
required under this Plan (subject to the provisions of
Article VI hereof). The Disbursing Agent shall not be
required to give any bond or surety or other security
for the performance of its duties unless otherwise
ordered by the Bankruptcy Court. If otherwise so
ordered, all costs and expenses of procuring any such
bond shall be paid by Reorganized Cambex.
D. Means Of Cash Payment
Cash payments made pursuant to this Plan shall be
in U.S. funds, by the means agreed to by the payor and
the payee, including by check or wire transfer, or, in
the absence of an agreement, such commercially
reasonable manner as the payor shall determine in its
sole discretion.
E. Delivery Of Distributions
Distributions to holders of Allowed Claims shall
be made by the Disbursing Agent (a) at the addresses
set forth on the proofs of claim filed by such holders
(or at the last known addresses of such holders if no
proof of claim is filed or if Cambex or Reorganized
Cambex has been notified of a change of address), (b)
at the addresses set forth in any written notices of
address changes delivered to the Disbursing Agent after
the date of any related proof of claim, or (c) at the
addresses reflected in the Schedules if no proof of
claim has been filed and the Disbursing Agent has not
received a written notice of a change of address.
If any holder's distribution is returned as
undeliverable, no further distributions to such holder
shall be made unless and until the Disbursing Agent is
notified of such holder's then current address, at
which time all missed distributions shall be made to
such holder without interest. Amounts in respect of
undeliverable distributions made through the Disbursing
Agent shall be returned to Reorganized Cambex until
such distributions are claimed. All claims for
undeliverable distributions shall be made on or before
the second anniversary of the date of such
distribution. After such two year period with respect
to any distribution, all property then unclaimed shall
revert to Reorganized Cambex and the claim of any
holder or successor to such holder with respect to such
property shall be discharged and forever barred
notwithstanding any federal or state escheat laws to
the contrary.
F. No Voting By Disbursing Agent
Neither the Disbursing Agent, nor any other party,
shall be entitled to vote any shares of the Common
Stock held by the Disbursing Agent, whether in the
Distribution Reserve or otherwise. In the event that
any matter requires approval by the shareholders of
Reorganized Cambex prior to the distribution of all
shares of Common Stock held by the Disbursing Agent,
the shares of Common Stock held by the Disbursing Agent
shall be deemed only for voting purposes not to have
been issued.
ARTICLE VIII
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
A. Assumed Contracts And Leases
All executory contracts and unexpired leases
specifically listed on the schedule of assumed
contracts and leases attached hereto as Exhibit A shall
be deemed automatically assumed as of the Consummation
Date. The Confirmation Order shall constitute an order
of the Bankruptcy Court approving such assumptions,
pursuant to Section 365 of the Bankruptcy Code.
Each executory contract and unexpired lease that
is assumed and relates to the use or occupancy of real
property shall include (a) all modifications,
amendments, supplements, restatements, or other
agreements made directly or indirectly by any
agreement, instrument, or other document that in any
manner affect such executory contract or unexpired
lease and (b) all executory contracts or unexpired
leases appurtenant to the premises, including all
easements, licenses, permits, rights, privileges,
immunities, options, rights of first refusal, powers,
uses, usufructs, reciprocal easement agreements,
vaults, tunnel or bridge agreements or franchises, and
any other interests in real estate or rights in rem
related to such premises, unless any of the foregoing
agreements have been rejected pursuant to a Final Order
of the Bankruptcy Court or is listed on the schedule of
rejected contracts and leases attached hereto as
Exhibit B.
B. Payments Related To Assumption Of Executory
Contracts And Unexpired Leases; Bar to
PreConfirmation Date Claims
Any monetary amounts by which each executory
contract and unexpired lease to be assumed under the
Plan may be in default shall be satisfied, under
Section 365(b)(l) of the Bankruptcy Code by Cure.
Exhibit A sets forth as to each executory contract and
unexpired lease whether such contract or lease is, in
Cambex's opinion, in default, and the amount, if any,
required to Cure. By Order dated March 19, 1998, the
Bankruptcy Court established April 20, 1998, as the
deadline for other parties to such contracts and leases
to file objections to assumption (and, where
applicable, assignment) of such contracts and leases,
including any disagreements with Cambex as to whether
such contracts or leases are in default, the amount
required to Cure, if any, and the adequacy of future
performance assurances, and any other objections. Any
party who fails to file such an objection timely is and
shall be forever barred from objecting to assumption
(and, where applicable, assignment), and from asserting
any claim arising out of a default prior to the
Confirmation Date; provided only that, as to any
default acknowledged by Cambex on Exhibit A, Cure shall
be made in accordance with the terms set forth on
Exhibit A. Any dispute regarding (i) whether or not an
executory contract or unexpired lease is in default,
(ii) the nature or the amount of any Cure, (iii) the
ability of Reorganized Cambex to provide "adequate
assurance of future performance" (within the meaning of
Section 365 of the Bankruptcy Code) under the contract
or lease to be assumed, or (iv) any other matter
pertaining to assumption (and, where applicable,
assignment) shall be heard and determined by the
Bankruptcy Court, and, except to the extent
determination of a particular dispute is deferred with
the consent of Cambex, all such disputes shall be
determined no later than the Confirmation Date, and the
Confirmation Order shall constitute an order
determining all such disputes.
C. Rejected Contracts And Leases
All executory contracts and unexpired leases
specifically listed on the schedule of rejected
contracts and leases attached hereto as Exhibit B shall
be deemed automatically rejected as of the Consummation
Date. The Confirmation Order shall constitute an order
of the Bankruptcy Court approving such rejections,
pursuant to Section 365 of the Bankruptcy Code.
D. Bar To Rejection Damages
By order dated March 19, 1998, the Bankruptcy
Court established April 20, 1998, as the deadline for
other parties to executory contracts and unexpired
leases which Cambex proposes to reject to file proofs
of claims arising from the rejection of such contracts
or leases.
E. Unidentified Executory Contracts and Unexpired
Leases
Any executory contract or unexpired lease of
Cambex which is not specifically listed on either
Exhibit A or B, shall be deemed to be automatically
rejected as of the Consummation Date. The Confirmation
Order shall constitute an order of the Bankruptcy Court
approving such rejection, pursuant to Section 365 of
the Bankruptcy Code. No rejection shall affect the
obligations of any party to Cambex under
confidentiality covenants executed in favor of Cambex,
which covenants shall survive rejection.
ARTICLE IX
CONDITIONS PRECEDENT
A. Conditions To The Confirmation Date
The following are conditions precedent to
confirmation of the Plan that may be satisfied or
waived in accordance with Article IX.C of the Plan:
1. The Bankruptcy Court shall have approved a
disclosure statement with respect to the Plan in form
and substance reasonably acceptable to the Proponent.
2. The Confirmation Order shall be in form and
substance reasonably acceptable to the Proponent.
B. Conditions To The Consummation Date
The following are conditions precedent to the
occurrence of the Consummation Date, each of which may
be satisfied or waived in accordance with Article IX.C
of the Plan:
1. The Confirmation Order shall have been
entered by the Court and shall not be stayed,
suspended, or vacated.
2. The Confirmation Order shall, among other
things, provide that:
a. The provisions of the Confirmation Order
are nonseverable and mutually dependent;
b. The Court shall approve the assumption
or the assumption and assignment, as the case may be,
of all executory contracts and unexpired leases
proposed to be assumed or assumed and assigned by
Cambex on the terms provided in the Plan, or
substantially similar thereto, and all executory
contracts or unexpired leases assumed (or assumed and
assigned) by Cambex during the Chapter 11 Case or under
the Plan and so designated by Cambex shall remain in
full force and effect for the benefit of Reorganized
Cambex, or any designated assignee and transferee as
the case may be, notwithstanding any provision in such
contract or lease (including those described in
Sections 365(b) (2) and (f) of the Bankruptcy Code)
that prohibits such assignment or transfer or that
enables or requires termination of such contract or
lease;
c. The transfers of property by Cambex to
Reorganized Cambex (i) are or shall be legal, valid,
and effective transfers of property, (ii) vest or shall
vest Reorganized Cambex with good title to such
property free and clear of all liens, charges, Claims,
encumbrances, or Interests, except as expressly
provided in the Plan or Confirmation Order, (iii) do
not and shall not constitute avoidable transfers under
the Bankruptcy Code or under applicable bankruptcy or
nonbankruptcy law, and (iv) do not and shall not
subject Reorganized Cambex to any liability by reason
of such transfer under the Bankruptcy Code or under
applicable nonbankruptcy law, including, without
limitation, any laws affecting successor or transferee
liability;
d. Except as expressly provided in the
Plan, Cambex shall be discharged effective upon the
Confirmation Date from any "debt" (as that term is
defined in Section 101(12) of the Bankruptcy Code), and
Cambex's liability in respect thereof is extinguished
completely, whether reduced to judgment or not,
liquidated or unliquidated, contingent or
noncontingent, asserted or unasserted, fixed or
unfixed, matured or unmatured, disputed or undisputed,
legal or equitable, or known or unknown, or that arose
from any agreement of Cambex that has either been
assumed or rejected in the Chapter 11 Case or pursuant
to the Plan, or obligation of Cambex incurred before
the Confirmation Date, or from any conduct of Cambex
prior to the Confirmation Date, or that otherwise arose
before the Confirmation Date, including, without
limitation, all interest, if any, on any such debts,
whether such interest accrued before or after the
Petition Date;
e. The Plan does not provide for the
liquidation of all or substantially all of the property
of Cambex and its confirmation is not likely to be
followed by the liquidation of Reorganized Cambex or
the need for further financial reorganization; and
f. The Bankruptcy Court shall have
determined that the Common Stock to be issued under the
Plan and distributed by the Disbursing Agent in
exchange for Claims against Cambex is exempt from
registration under the Securities Act of 1933 pursuant
to Section 1145 of the Bankruptcy Code, except to the
extent that holders of any such securities are
"underwriters," as that term is defined in Section 1145
of the Bankruptcy Code.
3. The Bankruptcy Court shall have estimated all
Disputed Claims for purposes of establishing the
Distribution Reserve.
4. No request for revocation of the Confirmation
Order under Section 1144 of the Bankruptcy Code shall
have been made, or, if made, shall remain pending.
C. Waiver Of Conditions To The Confirmation Date Or
Consummation Date
The conditions set forth in Article IX.A and IX.B
of the Plan may be waived by Cambex, without notice or
a hearing. The failure to satisfy or waive any
condition to the Confirmation Date or Consummation Date
may be asserted by Cambex regardless of the
circumstances giving rise to the failure of such
condition to be satisfied (including any action or
inaction by Cambex) The failure of Cambex to exercise
any of the foregoing rights shall not be deemed a
waiver of any other rights, and each such right shall
be deemed an ongoing right, which may be asserted at
any time.
ARTICLE X
PROCEDURES FOR RESOLVING AND TREATING
DISPUTED AND CONTINGENT CLAIMS
A. No Distributions Pending Allowance
Notwithstanding any other provision of the Plan,
no payments or distributions shall be made with respect
to all or any portion of a Disputed Claim unless and
until all objections to such Disputed Claim have been
settled or withdrawn or have been determined by Final
Order; provided, however, where an objection is made
only to a portion of a Claim and no timely objection is
made to the balance of such Claim, such undisputed
balance shall be treated as an Allowed Claim for
purposes of distribution.
B. Distribution Reserve
The Disbursing Agent shall withhold the
Distribution Reserve from the Cash and other property
to be distributed under the Plan. As to any Disputed
Claim, upon a request for estimation by Cambex or
Reorganized Cambex, the Bankruptcy Court shall
determine what amount is sufficient to include in the
Distribution Reserve. Cambex shall request estimation
for every Disputed Claim that is unliquidated or
contingent and the estimated amount of such Claims
shall be used to compute the Distribution Reserve. If
Cambex elects not to request such an estimation from
the Bankruptcy Court with respect to a Disputed Claim
that is liquidated or contingent, the Distribution
Reserve shall be computed based upon the Face Amount of
such Claim. The Disbursing Agent shall also place in
the Distribution Reserve any dividends, payments, or
other distributions made on account of, as well as any
obligations arising from, the property withheld as the
Distribution Reserve under this Section, to the extent
that such property continues to be withheld as
Distribution Reserve at the time such distributions are
made or such obligations arise. For purposes of
establishing the Distribution Reserve disputed Cure
amounts shall constitute Disputed Claims.
C. Distributions After Allowance
Payments and distributions from the Distribution
Reserve to each holder of a Disputed Claim, to the
extent that all or part of such Claim ultimately
becomes an Allowed Claim shall be made in accordance
with the provisions of the Plan governing the class of
Claims to which the respective holder belongs. Promptly
after the date that the order or judgment of the
Bankruptcy Court allowing all or part of such Claim
becomes a Final Order, the Disbursing Agent shall
distribute to the holder of such Claim any Cash and
other property in the Distribution Reserve that would
have been distributed on or before the date the
Disputed Claim becomes an Allowed Claim, had such
Allowed Claim been then allowed. After a Final Order
has been entered, or other final resolution has been
reached, with respect to each and every Disputed Claim,
(i) any Cash held in the Distribution Reserve shall
become property of Reorganized Cambex, and (ii) any
Common Stock shall be cancelled.
ARTICLE XI
MODIFICATIONS AND AMENDMENTS
A. Modification Of the Plan
Cambex may alter, amend, or modify the Plan or any
Exhibits thereto under Section 1127(a) of the
Bankruptcy Code at any time prior to the
Confirmation Date. After the Confirmation
Date and prior to substantial consummation of
the Plan as defined in Section 1101(2) of the
Bankruptcy Code, Cambex may, under Section
1127(b) of the Bankruptcy Code, institute
proceedings in the Bankruptcy Court to remedy
any defect or omission or reconcile any
inconsistencies in the Plan, the disclosure
statement approved with respect to the Plan,
or the Confirmation Order, and such matters
as may be necessary to carry out the purposes
and effects of the Plan so long as such
proceedings do not adversely affect the
treatment of holders of Claims or holders of
Interests under the Plan; provided, however,
that prior notice of such proceedings shall
be served in accordance with the Bankruptcy
Rules or order of the Bankruptcy Court.
ARTICLE XII
RETENTION OF JURISDICTION
After the Confirmation Date and until the Chapter
11 Case is closed:
1. The Bankruptcy Court shall retain
jurisdiction over the Chapter 11 Case for the following
purposes:
a. to hear and determine any and all
pending or future proceedings for the estimation of or
objections to the allowance of Claims relating to
events or transactions occurring on or prior to the
Consummation Date;
b. to consider and act on the compromise
and settlement of any Claim against Cambex, or cause of
action on behalf of Cambex's Estate provided, however,
that there shall be no requirement that Cambex seek
Bankruptcy Court approval of any such compromise and
settlement;
c. to hear and determine all pending or
future controversies, suits, and disputes that may
arise under the Plan, and controversies arising in
connection with the interpretation of the Plan,
including any and all schedules, documents, and
exhibits hereto, or any documents intended to implement
the provisions of the Plan;
d. to hear and determine any and all
applications for the allowance of compensation and
reimbursement of expenses;
e. to hear and determine any and all
pending applications for rejection or assumption of
executory contracts and unexpired leases to which
Cambex is a party or with respect to which Cambex may
be liable, and to hear and determine, if necessary, or
to estimate or liquidate, any and all Claims arising
therefrom or from assumption or rejection of executory
contracts or unexpired leases pursuant to the Plan or
otherwise;
f. to consider any modifications of the
Plan;
g. to correct any defect, cure any
omission, or reconcile any inconsistency in the Plan,
including any Exhibit thereto, or in any order of the
Bankruptcy Court, including the Confirmation Order, as
may be necessary, to carry out the purposes and intent
of the Plan and to implement and effectuate the Plan;
h. to determine such other matters as may
be provided for in the Confirmation Order or other
orders of the Bankruptcy Court as may be authorized
under the provisions of the Bankruptcy Code or any
other applicable law;
i. to enforce the Plan and all orders,
judgments, injunctions, and rulings entered in
connection with Cambex's Chapter 11 Case;
j. to issue such orders as may be necessary
or appropriate in aid of confirmation, and to
facilitate consummation, of the Plan; and
k. to enter an order closing the Chapter 11
Case.
2. The Bankruptcy Court shall retain and have
original, but not exclusive, jurisdiction over the
Chapter 11 Case to hear and determine any and all
applications, adversary proceedings, and contested and
litigated matters pending on the Confirmation Date or
thereafter instituted by or on behalf of Reorganized
Cambex, including, without limitation, any and all
applications for the allowance of compensation and
reimbursement of expenses, and any claims by or on
behalf of Reorganized Cambex arising under the
Bankruptcy Code to avoid any preferences, fraudulent
transfers, or other avoidable transfers.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
A. Setoffs
Reorganized Cambex may, but shall not be required
to, set off against any Claim, and the payments or
other distributions to be made pursuant to the Plan in
respect of such Claim, claims of any nature whatsoever
that Cambex may have against the holder of such Claim;
but neither the failure to do so nor the allowance of
any Claim hereunder shall constitute a waiver or
release by Cambex of any such claim that Cambex may
have against such holder.
B. Withholding And Reporting Requirements
In connection with the Plan and all instruments
issued in connection therewith and distributions
thereon, Reorganized Cambex shall comply with all
withholding and reporting requirements imposed by any
federal, state, local, or foreign taxing authority, and
all distributions hereunder shall be subject to any
such withholding and reporting requirements.
C. Discharge Of Cambex
All property distributed under the Plan shall be
in exchange for, and in complete satisfaction,
settlement, discharge, and release of, all Claims of
any nature whatsoever against Cambex and Reorganized
Cambex and/or any of their assets or properties, and,
except as otherwise provided herein or in the
Confirmation Order, and upon the Confirmation Date,
Cambex and Reorganized Cambex shall be deemed
discharged and released under Section 1141(d)(i)(A) of
the Bankruptcy Code from any and all debts. The
Confirmation Order shall be a judicial determination of
discharge of all liabilities of Cambex and Reorganized
Cambex, subject to the occurrence of the Consummation
Date.
D. Committees
The Creditors' Committee shall terminate on the
Consummation Date.
E. Binding Effect
The Plan shall be binding upon and inure to the
benefit of Cambex, Reorganized Cambex, the holders of
Claims, the holders of Interests, and their respective
successors and assigns.
F. Revocation, Withdrawal Or Nonconsummation
1. Right To Revoke Or Withdraw.
The Proponent reserves the right to revoke or
withdraw the Plan at any time prior to the Confirmation
Date.
2. Effect Of Withdrawal, Revocation, Or
Nonconsummation.
If the Proponent revokes or withdraws the Plan
prior to the Confirmation Date, or if the Confirmation
Date or the Consummation Date does not occur, then the
Plan, any settlement or compromise effected in the Plan
(including the fixing or limiting to an amount certain
any Claim or Class of Claims), assumption or rejection
of executory contracts or leases affected by the Plan,
and any document or agreement executed pursuant to the
Plan, shall be deemed null and void. In such event,
nothing contained herein, and no acts taken in
preparation for consummation of the Plan, shall be
deemed to constitute a waiver or release of any Claims
by or against Cambex or any other Person, to prejudice
in any manner the rights of Cambex or any Person in any
further proceedings involving Cambex, or to constitute
an admission of any sort by Cambex or any other Person.
G. Charter Amendment.
The corporate charter of Reorganized Cambex shall
be deemed amended as of the Consummation Date to
prohibit (a) the issuance of non-voting equity
securities; (b) the creation of a class of equity
securities having a preference over any other class of
equity securities with respect to dividends unless
adequate provision is made for the election of
directors representing the preferred class in the event
of a default in the payment of its dividends, and (c)
the creation of any other class of equity securities
unless an appropriate distribution of voting power is
made among all such classes.
H.. Notices
Any notice required or permitted to be provided to
Cambex under the Plan shall be in writing and served by
(a) certified mail, return receipt requested, (b) hand
delivery, or (c) overnight delivery service, to be
addressed as follows:
Cambex Corporation
360 Second Avenue
Waltham, MA 02154
Attn: Joseph F. Kruy, President
with a copy to:
Brown, Rudnick, Freed & Gesmer, P.C.
One Financial Center
Boston, MA 02111
Attn: Joseph F. Ryan, Esquire
I.. Prepayment
Unless the Plan or the Confirmation Order
otherwise provides, Reorganized Cambex shall have the
right to prepay, without penalty, all or any portion of
an Allowed Claim at any time; provided, however, that
any such prepayment shall not be violative of, or
otherwise prejudice, the relative priorities and
parities among the Classes of Claims.
J. Term Of Injunctions Or Stays
Unless otherwise provided in the Plan or the
Confirmation Order, all injunctions or stays
provided for in the Chapter 11 Case under
Section 105 or 362 of the Bankruptcy Code or
otherwise, and extant on the Confirmation
Date, shall remain in full force and effect
until the Consummation Date.
K. Governing Law
Unless a rule of law or procedure is supplied by
federal law (including the Bankruptcy Code and
Bankruptcy Rules), the laws of the Commonwealth of
Massachusetts shall govern the construction and
implementation of the Plan, any agreements, documents,
and instruments executed in connection with the Plan.
Dated: As of March 17,
1998 CAMBEX CORPORATION
Waltham, Massachusetts
By: /s/ Joseph
F. Kruy
Name:
Joseph F. Kruy
Title:
President and Chief
Executive
Officer
Joseph F. Ryan
Steven D. Pohl
BROWN, RUDNICK, FREED & GESMER, P.C.
Attorneys for Cambex Corporation
One Financial Center
Boston, MA 02111
617-8564200
