Item 3.
The United States Bankruptcy Court for the Middle District of
Pennsylvania, Harrisburg Division Case No. 95-01767 entered an
order on April 24, 1996, confirming the Reorganization Plan of
Nuclear Support Services, Inc. to exit bankruptcy subject to the
closing of a new credit facility by June 30, 1996.
The plan provides for payment of all creditors in full.
There are currently 2,169,190 issued and outstanding shares.
The current stockholders will retain all voting and other rights
of stock ownership. No shares are reserved for issuance in
respect of claims and interests under the plan. The most
recent information as to the assets and liabilities of the
Company is the information provided in the 10Q for the quarter
ended December 31, 1995, the same which is incorporated by
reference herein.
Item 7.
C. Exhibits
2.1 Plan of Reorganization and Order
Item 8.
Effective April 24, 1996, the board of directors of Nuclear
Support Services, Inc. (the "Company") approved the change of
the Company's fiscal year from a September 30 year end, the
fiscal year end used in its most recent filing with the Securitie
as to the assets and liabilities of the Company is the
information provided in the 10Q for the quarter ended
December 31, 1995, the same which is incorporated by reference herein.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Nuclear Support Services, Inc.
____________________________
Ralph A. Trallo
President
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
HARRISBURG DIVISION
IN RE: NUCLEAR SUPPORT SERVICES, INC.
AND SUBSIDIARIES
CASE NOS. 95-01753 AND 95-01766 THROUGH 95-01771
DEBTORS IN POSSESSION (CHAPTER 11)
JOINTLY ADMINISTERED UNDER CASE NO. 95-01767
DEBTORS AMENDED JOINT PLAN OF REORGANIZATION UNDER
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
VINSON & ELKINS L.L.P.
R. Glen Ayers, Jr.
The Willard Office Building
1455 Pennsylvania Avenue, N.W.
Suite 700
Washington, D.C. 20004-1008
(202) 639-6757
(202) 639-6604 - Fax
DATED: April 24, 1996
HARRISBURG, PA
ARTICLE 1 1
DEFINITIONS 1
1.1 Administrative Claim 1
1.2 Allowed Claim 1
1.3 Allowed Contingent Claims 1
1.4 Allowed Priority Plan Contribution Claim 1
1.5 Allowed Priority Tax Claim 1
1.6 Allowed Priority Wage Claim 1
1.7 Allowed Trust Fund Tax Claim 1
1.8 Assets 2
1.9 Assumed Agreement 2
1.10 Banks 2
1.11 Bankruptcy Code 2
1.12 Bankruptcy Court 2
1.13 Bankruptcy Rules 2
1.14 Bar Date 2
1.15 Business Day 2
1.16 Cannon 2
1.17 Cash 2
1.18 Convenience Election 2
1.19 Chapter 11 Case or Cases 2
1.20 Chemical: Chemical Bank 2
1.21 Chemical and Fidelity Revolving Loan or Revolver Agreement 2
1.22 Chemical DIP Loan Agreement 2
1.23 Chemical Prime Rate 2
1.24 Chemical and Fidelity Term Loan 3
1.25 Claim 3
1.26 Convenience General Unsecured Claim 3
1.27 Common Stock 3
1.28 Confirmation Date 3
1.29 Confirmation Order 3
1.30 Contingent Claim 3
1.31 Credit Agreement 3
1.32 Creditor 3
1.33 Creditors Committee 3
1.34 Debtors 3
1.35 Disputed Claim 3
1.36 Distribution Agent 3
1.37 Distribution Agent Charges 4
1.38 Distribution Date 4
1.39 Effective Date 4
1.40 Equity Interest 4
1.41 ERISA 4
1.42 Final Order 4
1.43 Fidelity 4
1.44 General Unsecured Claim 4
1.45 Health and Welfare Plans 4
1.46 Henze 4
1.47 IceSolv 4
1.48 IRS 4
1.49 Merger Transaction 4
1.50 Net Proceeds 4
1.51 NSS of Delaware 4
1.52 Nuclear Support 5
1.53 By-laws 5
1.54 Charter 5
1.55 Numanco 5
1.56 Pension Plan Claims 5
1.57 Person 5
1.58 Petition Date 5
1.59 Rejected Agreement 5
1.60 Reserved Claim 5
1.61 Retiree Benefits 5
1.62 Retirement Plans 5
1.63 Schedules 5
1.64 Secured Claim 5
1.65 Stockholder Actions 5
1.66 Subordinated Claim 6
1.67 Taxes 6
1.68 Unsecured Deficiency Claim 6
1.69 Other Definitions 6
ARTICLE 2 6
POOLING OF ASSETS AND LIABILITIESAND CANCELLATION OF
INTERCOMPANY CLAIMS 6
2.1 Pooling of Assets and Liabilities 6
ARTICLE 3 6
CERTAIN PROVISIONS RELATING TO PAYMENTOF ADMINISTRATIVE CLAIMS 6
3.1 Allowed Administrative Claims 7
3.2 Fees of Professionals 7
3.3 Effect 7
ARTICLE 4 7
PROVISIONS FOR PAYMENT OF PRIORITY CLAIMS, TRUST FUND
TAX CLAIMS AND OTHER CLAIMS 7
4.1 Allowed Priority Tax Claims 7
4.2 Other Allowed Priority Claims 7
4.3 Retirement Benefits 7
4.4 Pension Plan Claims 7
4.5 Trust Fund Taxes Claims 7
4.6 Miscellaneous Secured Claims 7
4.7 Effect 8
ARTICLE 5 8
DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES
OF CLAIMS AND EQUITY INTERESTS 8
5.1 Class 1 - Allowed Claims under the Chemical DIP Loan Agreement 8
5.2 Class 2 - Chemical and Fidelity Term Loan 8
5.3 Class 3 - Chemical and Fidelity Revolving Loan 8
5.4 Class 4 - Convenience General Unsecured Claims 8
5.5 Class 5 - General Unsecured Claims 8
5.6 [omitted] 9
5.7 Class 7 - Stockholders 9
ARTICLE 6.9
EXECUTORY CONTRACTS AND UNEXPIRED LEASES 9
6.1 Assumption of Certain Executory Contracts and Unexpired Leases 9
6.2 Rejection of Certain Executory Contracts and Unexpired Leases 9
6.3 Claims Based on Rejection of Executory Contracts and Unexpired Leases 9
6.4 Cure of Default Provisions 10
ARTICLE 7.10
ACCEPTANCE OR REJECTION OF THE JOINT PLAN;
EFFECT OF REJECTION BY ONE OR MORE CLASSES 10
7.1 Impaired Classes to Vote 10
7.2 Acceptance by Class of Creditors 10
7.3 Cramdown 10
ARTICLE 8 10
PROCEDURES FOR RESOLVING DISPUTED CLAIMS 10
8.1 Filing of Objections to Claims 10
8.2 Settlement of Disputed Claims 11
8.3 Payment or Distribution Upon Resolution of Disputed Claims 11
ARTICLE 9. 11
PROVISIONS COVERING DISTRIBUTIONS AND PAYMENTS 11
9.1 Making of Distributions and Payments 11
9.2 Delivery of Distributions; Unclaimed Property 11
9.3 Method of Payment 11
9.4 Payment Dues 11
9.5 Henze Pension Plans 12
ARTICLE 10. 12
MISCELLANEOUS PROVISIONS 12
10.1 Setoffs 12
10.2 Satisfaction of Subordination Rights 12
10.3 Exculpation 12
10.4 Modification of the Plan 13
10.5 Revocation of Plan 13
10.6 Classes Entitled to Vote 13
10.7 Post-Confirmation Fees of Professionals 13
10.8 Revesting of Assets: No Further Supervision 13
10.9 Modification of Payment Terms 13
10.10 Discharge of Debtors 13
10.11 Filing of Additional Documents 14
10.12 Compliance with Tax Requirements 14
10.13 Pre-Petition Litigation 14
10.14 Section Headings 14
10.15 Post-Confirmation Committee 15
10.16 No Third Party Beneficiaries 15
ARTICLE 11 15
MEANS FOR IMPLEMENTATION ANDCONSUMMATION OF THE JOINT PLAN 15
11.1 Liquidation of Subsidiaries 15
11.2 Liquidation of Other Assets 15
11.3 Merger and Post-Confirmation Organization of Debtors 15
11.4 Post-Confirmation Management 15
11.5 Post-Confirmation Financing 16
11.6 [omitted] 16
11.7 Charter and By-Laws 16
11.8 Dedication of Assets 16
11.9 Releases of Liens 16
ARTICLE 12. 16
PROVISIONS FOR EXECUTION AND SUPERVISION OF THE PLAN 16
12.1 Retention of Jurisdiction 16
12.2 Implementation 17
ARTICLE 1
DEFINITIONS
As used in this Joint Plan, the following terms shall have the
respective meanings specified below:
1.1 Administrative Claim: Any cost or expense of administration
of the Chapter 11 Case allowed under section 503(b) of the
Bankruptcy Code, except to the extent the holder of such Claim
agrees to be treated differently including, but not limited to,
(i) any actual and necessary expenses of preserving the estate of
any Debtor incurred during the Chapter 11 Case, (ii) any actual
and necessary expenses of operating the business of any Debtor
incurred during the Chapter 11 Case (iii) any indebtedness or
obligations incurred or assumed by any Debtor in connection with
the conduct of the business as a debtor-in-possession or for
the acquisition or lease of property by, or for the rendition of
services to, any Debtor as a debtor-in-possession,
(iv) obligations pursuant to executory contracts assumed by a
Debtor pursuant to an order of the Bankruptcy Court,
(v) all payments of adequate protection ordered by the
Bankruptcy Court, (vi) all allowances of compensation
or reimbursement of expenses to the extent allowed by the Bankruptcy
Court, (vii) any Allowed Contingent Claims which a
charges assessed against the estates of the Debtors under Chapter 123,
title 28, United States Code (28 U.S.C. 1930).
1.2 Allowed Claim: Any Claim against a Debtor, proof of which
was filed on or before the date designated by the Bankruptcy Court
as the last date for filing proofs of claims against the Debtors or,
if no proof of claim is filed, which has been or hereafter is listed
by the Debtors in this Schedules as liquidated in amount and not
disputed or contingent and, in either case, a Claim as to which
no objection to the allowance thereof has been interposed within
the applicable period of limitation fixed by this Joint Plan, the
Bankruptcy Code, the Bankruptcy Rules of the Bankruptcy Court.
A Disputed Claim shall be an Allowed Claim if, and only to the extent
that, such Disputed Claim has been Allowed by a Final Order.
The term "Allowed", when used to modify a reference in this Joint
Plan to any Claim or class of Claims, shall mean a Claim (or any
Claim in any such class), that is so Allowed, i.e., an Allowed
Secured Claim is a Claim that has been Allowed to the extent of
the value, as determined by the Bankruptcy Court pursuant to
section 506(a) of the Bankruptcy Code, of any interest in property of
the estate of a Debtor securing such Claim. Unless otherwise
specified in this Joint Plan or in the Final Order of the
Bankruptcy Court allowing such Claim, "Allowed Claim" shall not
include interest on the amount of such Claim from and after the
Petition Date. Super priority Claims, Administrative Claims,
Other Priority Claims and Priority Tax Claims are Allowed only
to the extent that the Debtors recognize them as fixed, liquidated
and Allowed and treat them as such on the Effective Date or to
the extent that they are otherwise Allowed by a Final Order of
the Bankruptcy Court.
1.3 Allowed Contingent Claims: A Contingent Claim which
becomes fixed and liquidated on or after the Confirmation Date
(i) by Final Order, whether by estimation, settlement or otherwise,
or (ii) by Agreement.
1.4 Allowed Priority Plan Contribution Claim: Any Claim, to
the extent Allowed and entitled to priority in payment under section
507(a)(4) of the Bankruptcy Code.
1.5 Allowed Priority Tax Claim: Any Claim, to the extent Allowed
and entitled to priority in payment under section 507(a)(8) of the
Bankruptcy Code.
1.6 Allowed Priority Wage Claim: Any Claim to the extent Allowed
and entitled to priority in payment under section 507(a)(3) of the
Bankruptcy Code.
1.7 Allowed Trust Fund Tax Claim: Any Allowed Claim, whether or
not an Administrative Claim or an Allowed Priority Tax Claim, in
respect of any Taxes for which any officer, director or employee
of any Debtor <PAGE>
has, is asserted to have, or may have, personal
liability for the collection, accounting or payment to the relevant
taxing authority.
1.8 Assets: Any and all property of the Debtors' estates within
the meaning of Section 541 of the Bankruptcy Code.
1.9 Assumed Agreement: Each executory contract and unexpired
lease of a Debtor which in either case (i) has been assumed during
the Chapter 11 Case prior to the Confirmation Date pursuant to a
Final Order entered by the Bankruptcy Court (and not subsequently
rejected pursuant to the Joint Plan), (ii) is to be assumed pursuant
to the Plan, or (iii) is the subject of a motion to assume pending
on the Confirmation Date, either without amendment, or with such
amendments thereto as shall be agreed upon between the Debtor party
thereto and the non-Debtor parties thereto.
1.10 Banks: Chemical and Fidelity.
1.11 Bankruptcy Code: The Bankruptcy Reform Act of 1978,
as amended, title 11, United States Code, as applicable to the
Chapter 11 Case.
1.12 Bankruptcy Court: The unit of the United States District
Court for the District of Pennsylvania having jurisdiction over
the Chapter 11 Case.
1.13 Bankruptcy Rules: The Federal Rules of Bankruptcy
Procedure and the local rules of the Bankruptcy Court, as
applicable to the Chapter 11 Case.
1.14 Bar Date: The last day for filing proofs of claims in this case.
The Court has established March 15, 1996, as the Bar Date.
1.15 Business Day: Any day other than a Saturday, Sunday or
other day on which commercial banks in New York or Pennsylvania
are authorized or required by law to close.
1.16 Cannon: On one of the Debtors, Oliver B. Cannon & Son, Inc.,
a Pennsylvania Corporation, Case No. 1-95-01753.
1.17 Cash: Cash and readily marketable securities or instruments
including, without limitation, readily marketable direct obligations
of the United States of America or agencies or instrumentalities thereof,
time certificates of deposit issued by any bank, and commercial paper.
1.18 Convenience Election: With respect to a holder of a General
Unsecured Claim, the affirmative election to reduce the Claim to
$900.00 for treatment as a Class 4 claim as provided in section
5.4 of the Joint Plan.
1.19 Chapter 11 Case or Cases: The cases under Chapter 11 of
the Bankruptcy Code in which the Debtors (as defined herein) are Debtors.
1.20 Chemical: Chemical Bank.
1.21 Chemical and Fidelity Revolving Loan or Revolver Agreement:
That certain revolving loan extended under the Credit Agreement,
under the terms of which the Debtors were obligated in the amount
of approximately $8,543,000 as of the date of the Petitions.
1.22 Chemical DIP Loan Agreement: That certain Credit Agreement,
dated September 20, 1995, among Chemical and the Debtors.
1.23 Chemical Prime Rate: The prime rate of interest which
Chemical announces from time to time.
1.24 Chemical and Fidelity Term Loan: That certain term
loan extended under the Credit Agreement, under the terms of
which Debtors were obliged to the Banks in the approximate
amount of $5,614,000 as of the date of the Petitions.
1.25 Claim: Any right to payment from any of the Debtors,
whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured arising at any
time before the Effective Date or relating to any event that occurred
before the Effective Date; or any right to an equitable remedy for
breach of performance if such breach gives rise to a right of payment
from any of the Debtors, whether disputed, undisputed, secured or unsecured.
1.26 Convenience General Unsecured Claim: Any General Unsecured
Claim paid pursuant to section 5.4 of this Joint Plan.
1.27 Common Stock: With respect to any Debtor, all of the
outstanding shares of common stock (or equivalent common equity
security, however designated) in such Debtor.
1.28 Confirmation Date: The date upon which the Bankruptcy Clerk
enters the Confirmation Order.
1.29 Confirmation Order: An order of the Bankruptcy Court, in
form and substance satisfactory to the Debtors, confirming the Joint
Plan in accordance with the provisions of Chapter 11 of the Bankruptcy Code.
1.30 Contingent Claim: A Claim which is either contingent or
unliquidated on or immediately before the Confirmation Date.
1.31 Credit Agreement. The Credit Agreement between the Debtors
and Chemical and Fidelity dated November 19, 1993, under the terms
of which Chemical, as Agent for the Banks extended certain loans
and letters of credit to Debtors including the Revolving and Term Loans.
1.32 Creditor: Any Person that holds a Claim against any of the Debtors.
1.33 Creditors Committee: The Official Committee of Unsecured
Creditors appointed in the Chapter 11 Case pursuant to section
1102 (a) of the Bankruptcy Code.
1.34 Debtors: Nuclear Support, Henze, Numanco, NSS of Delaware,
IceSolv, Cannon and Sline, including any such Debtor in its capacity
as a debtor-in-possession pursuant to 1107 and 1108 of the
Bankruptcy Code.
1.35 Disputed Claim: A Claim which is (a) the subject of a
timely objection interposed by the Debtors or any party in
interest (including the Creditors Committee) in the Chapter 11
Case, if at such time such objection remains unresolved or (b)
if no objection has been timely filed, a Claim which has been
asserted in a timely filed proof of claim in an amount greater
than that listed in the Debtors' Schedules as liquidated in
amount and not disputed or contingent; provided, however, that the
Bankruptcy Court may estimate a Disputed Claim for purposes of
allowance pursuant to 502(c) of the Bankruptcy Code. The term
"Disputed", when used to modify a reference in this Joint Plan
to any Claim or class of Claims, shall mean a Claim (or any Claim
in such a class) that is Disputed Claim as defined herein. In the
event there is a dispute as to classification or priority of a
Claim, it shall be considered a Disputed Claim in its entirety.
Until such time as a Contingent Claim becomes fixed and absolute,
such Claim shall be treated as a Disputed Claim and not an Allowed
Claim for purposes related to allocation and distributions under
this Joint Plan.
1.36 Distribution Agent: NSS of Delaware or its successor in
interest or any such disbursing agent NSS of Delaware or its
successor shall employ or appoint from time to time for the
purpose of making distributions under this Joint Plan; any other
person appointed under this Joint Plan to disburse funds to
creditors and claimants, including the Committee.
1.37 Distribution Agent Charges: Any fees or expenses charged
by the Distribution Agents in this capacity as such.
1.38 Distribution Date: With respect to any Allowed Claim, each
date on which a payment is made with respect to such Allowed Claim.
1.39 Effective Date: The tenth (10th) Business Day after the date
upon which the Debtors exit financing is funded by The Bank of New
York and the obligations owed by the Debtors to the Banks are paid in
full; provided, however, the Debtors are authorized to close The Bank
of New York exit financing transaction and fully staisfy the obligations
owed to the Banks prior to the Effective Date.
1.40 Equity Interest: Any interest in any of the Debtors represented
by any class or series of common or preferred stock issued by any Debtor
prior to the Petition Date and any warrants, options, or rights to
purchase any such common preferred stock.
1.41 ERISA: The Employee Retirement Income Security Act of 1974,
as amended.
1.42 Final Order: An order which is no longer subject to appeal,
certiorari proceeding or other proceeding for review or rehearing,
and as to which no appeal, certiorari proceeding, or other proceeding
for review or rehearing shall then be pending.
1.43 Fidelity: First Fidelity Bank, N.A.
1.44 General Unsecured Claim: Any Claim, other than a Secured Claim,
Superpriority Claim, an Administrative Claim, an Allowed Priority Wage
Claim, an Allowed Priority Plan Contribution Claim, an Allowed Priority
Tax Claim, or a Pension Plan Claim.
1.45 Health and Welfare Plans: All plans and programs of the
Debtors providing for health and welfare benefits to employees of
Debtor and their affiliates.
1.46 Henze: As one of the Debtors, Henze Services, Inc.,
a Georgia corporation, Case No. 1-95-01768.
1.47 IceSolv: One of the Debtors, IceSolv, Inc., a Pennsylvania
corporation, Case No. 1-95-016769.
1.48 IRS: The Internal Revenue Service.
1.49 Merger Transaction: The merger on the Effective Date of
Nuclear Support into NSS of Delaware and a Delaware Corporation
formed or to be formed, to be named CANISCO Resources, Inc., all as
contemplated by Section 11.3 of this Joint Plan.
1.50 Net Proceeds: The gross proceeds received from the sale,
lease, disposition, liquidation and collection of assets, less amounts
actually incurred for (i) necessary and reasonable costs and expenses
in connection with such sale, lease, disposition, liquidation or
collection, including, but not limited to, attorneys' fees related
thereto, and (ii) all liabilities, charges, Taxes, offsets and
encumbrances required to be discharged with respect to such
assets and in connection with the sale, lease, disposition,
liquidation and collection thereof.
1.51 NSS of Delaware: One of the Debtors, NSS of Delaware, Inc.,
a Delaware corporation, Case No. 1-95-01771.
1.52 Nuclear Support: One of the Debtors, Nuclear Support
Services, Inc., a Virginia corporation, Case No. 1-95-0167.
The cases are jointly administered under this name and case
number. As of the date of the Petitions, this company owned
all of the stock of the other Debtors.
1.53 By-laws: The Corporate by-laws of one of the Debtors.
1.54 Charter: The Certificate of Incorporation of one of the Debtors.
1.55 Numanco: One of the Debtors, NSS Numanco, Inc., a Pennsylvania
corporation, Case No. 1-95-01770. The stock of Numanco was been sold
to an unrelated third party prior to Confirmation. Numanco remains
one of the Debtors and will be reorganized under this Plan.
1.56 Pension Plan Claims: Any Claims by or on behalf of any
Retirement Plan for contributions due from any Debtor.
1.57 Person: An individual, a corporation, a partnership, an
association, a joint stock company, a joint venture, an estate, a
trust, an unincorporated organization or a government, governmental
unit or any subdivision thereof or any other entity.
1.58 Petition Date: September 1, 1995, for Cannon; September 5, 1995
for all other Debtors.
1.59 Rejected Agreement: Each executory contract and unexpired
lease of a Debtor that is rejected pursuant to section 6.2 hereof.
1.60 Reserved Claim: All Disputed Claims as of the applicable
determination date in the full amount listed in the Schedules of
the Debtors, as amended, unless a proof of claim was timely filed
with respect to such Claim, in which case in the face amount of
such proof of claim, or unless such Claim has been estimated by
the Bankruptcy Court for the purpose of allowance pursuant to
section 502(c) of the Bankruptcy Code, in which case in such
estimated amount. Unless any particular order of the Bankruptcy
Court estimating a Claim provides otherwise, the amount so estimated
shall apply both for voting purposes of computing Reserved Claims.
1.61 Retiree Benefits: Payments to any Person for the purpose
of providing or reimbursing payments for retired employees and
their spouses and dependents for medical, surgical, or hospital
care benefits, or benefits in the event of sickness, accident,
disability, or death under any plan, fund, or program (through
the purchase of insurance or otherwise) maintained or established
in whole or in part by any Debtor prior to the Petition Date.
1.62 Retirement Plans: All plans and programs of the Debtors
providing retirement benefits to employees or former employees of
the Debtors and their affiliates.
1.63 Schedules: The respective schedules of assets and liabilities
and any amendments thereto filed by the Debtors with the Bankruptcy
Court in accordance with section 521(1) of the Bankruptcy Code.
1.64 Secured Claim: A Claim to the extent of the value, as determined
by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code,
of any interest in property of the Debtors' estate securing such Claim.
To the extent that the value of such interest is less than the amount
of the Claim which has the benefit of such security, such Claim is
an Unsecured Deficiency Claim unless, in any such case, the class of
which such Claim is a part makes a valid and timely election under
section 1111(b) of the Bankruptcy Code to have such Claim treated
as a Secured Claim to the extent allowed.
1.65 Stockholder Actions: Any claims, litigations or action brought
or that could have been or could be brought by or on behalf of
stockholders of Nuclear Support or derivatively on behalf of
Nuclear Support or any of its subsidiaries, arising out of or
with respect to any action, event or omission occurring before
the Effective Date.
1.66 Subordinated Claim: Any Penalty Claim and any Unsecured Claim
which (i) by its terms or by agreement is subordinated to the payment
of any other General Unsecured Claim, (ii) is subordinated to the
payment of another claim pursuant to any applicable provision of
the Bankruptcy Code (including, without limitation, sections 510
and 509(c) thereof) or applicable non-bankruptcy law, (iii) is
equitably subordinated to the payment of another Claim by a Final
Order of the Bankruptcy Court entered pursuant to section 510(c)
of the Bankruptcy Code.
1.67 Taxes: All income, franchise, excise, sales, use, employment,
withholding, property, payroll and other taxes, assessments, and
governmental charges, together with any interest, penalties, additions
to tax, fines, and similar amounts relating thereto, imposed or
collected by any federal, state, local or foreign governmental authority.
1.68 Unsecured Deficiency Claim: A Claim by a Creditor arising
out of the same transaction as a Secured Claim to the extent that
the value, as determined by the Bankruptcy Court pursuant to section
506(a) of the Bankruptcy Code, of such Creditor's interest in property
of the Debtors' estate securing such Claim is less than the amount of
the Claim which has the benefit of such security as provided by section
506(a) of the Bankruptcy Code.
1.69 Other Definitions: Unless the context otherwise requires,
any capitalized term used and not defined herein or elsewhere in this
Joint Plan but that is defined in the Bankruptcy Code or Bankruptcy
Rules shall have the meaning set forth therein. Wherever from the
context it appears appropriate, each term stated in either of the
singular or the plural shall include the singular and the plural,
and pronouns stated in the masculine, feminine or neuter gender
shall include the masculine, the feminine and the neuter. The words
"herein", "hereof", "hereto", "hereunder", and others of similar
inference refer to this Joint Plan as a whole and not to any particular
article, section, subsection, or clause contained in this Joint Plan.
ARTICLE 2.
POOLING OF ASSETS AND LIABILITIES
AND CANCELLATION OF INTERCOMPANY CLAIMS
2.1 Pooling of Assets and Liabilities.
(a) On the Effective Date, the assets and liabilities of the
Debtors shall be pooled to the extent specified in this Joint Plan.
Numancos assets are not pooled; its liabilities are pooled.
Except as otherwise provided in this Section 2.1(a), the legal
rights and priorities of each Claim holder shall be treated as
having a single recourse against such pooled assets. All Claim
holders who have asserted a Claim against more than one of the
Debtors arising from or related to the same underlying obligation
ther the basis for the asserted several liabilities of such Debtors
arises by contract, guarantee, or by operation of law, shall likewise
be treated as having a single Claim against the assets of the pooled
estate.
(b) Except as specifically provided otherwise in this Section 2.1(b),
on the Effective Date, as part of such pooling, each of the Debtors
shall be deemed to have fully and finally compromised and settled
all Claims against and Equity Interests in each other Debtor. However,
in order to eliminate significant charges to the cash positions of the
Debtors, as of the Effective Date, certain intercompany ordinary course
payables and receivables of a type incurred and paid in the ordinary
course of business during the Chapter 11 Case will be assumed by each
and the Debtor. Such ordinary course intercompany Administrative Claims
will not be canceled or extinguished as part of such pooling. As a
result of giving effect to such pooling of assets and liabilities and such
compromise and settlement, all Claims (other than those referred to in
the preceding sentence) and Equity Interests of a Debtor against Effective
Date and shall receive no distribution pursuant to this Joint Plan.
ARTICLE 3.
CERTAIN PROVISIONS RELATING TO PAYMENT
OF ADMINISTRATIVE CLAIMS
3.1 Allowed Administrative Claims: Each holder of an Allowed
Administrative Claim shall be paid in Cash, in full on the Effective
Date or upon such other terms as may be agreed to by the holder of
such Claim and the Debtors. In the case of any Allowed Administrative
Claim which has not been asserted on or before Confirmation Date, such
Claim shall be (i) paid promptly in Cash upon allowance thereof
(whether by Agreement with the Debtors or Final Order of the Bankuptcy
Court allowing such claim), or (ii) satisfied upon other terms as
may be agreed to by the holder of such claims and the Debtors.
Notwithstanding the above, Administrative Claims arising in the oridinary
course of business from the operations of the Debtors' businesses
shall be paid in the oridinary course of business.
3.2 Fees of Professionals: All fees and expenses of professionals
to be paid as Administrative Claims shall be paid after approval of
said fees and expenses by the Bankruptcy Court as provided in the
Bankruptcy Code. The deadline for filing applications for payment
of said fees and expenses shall be thirty (30) days after the
Effective Date. Said application shall include fees and expenses
incurred prior to the Confirmation Date and shall include fees and
expenses incurred after the Confirmation Date for the preparation
of such application. The payment of said fees and expenses shall be made
in Cash on the tenth (10) day after the Order approving the payment
becomes a Final Order or upon such other terms as may be agreed to by the
holder of such Claim and the Debtors.
3.3 Effect: Such treatment is consistent with the requirements of
the Bankruptcy Code and holders of the Claims addressed in this Article
3 are not entitled to vote on the Joint Plan. Pursuant to section 1123(a)
of the Bankruptcy Code, such Claims are not designated as classes of
claims for purposes of this Joint Plan.
ARTICLE 4.
PROVISIONS FOR PAYMENT
OF PRIORITY
CLAIMS, TRUST FUND TAX CLAIMS AND OTHER CLAIMS
4.1 Allowed Priority Tax Claims: Each Allowed Priority Tax Claim,
if any, will be paid in full in Cash on the Effective Date; provided,
however, that the Debtors may elect to pay such claims through deferred
Cash payments over a period not exceeding six years after the date of
assessment of such Claim, with simple interest accruing from the
Confirmation Date as provided in the Bankruptcy Code or applicable
tax statute. To the extent any taxing authority holds validly existing
liens on any of the Assets, such liens shall remain in full force
and effect and shall be discharged upon the completion of the payments
contemplated herein.
4.2 Other Allowed Priority Claims: All Other Allowed Priority Claims,
if any, including Allowed Priority Wage Claims and Allowed Priority
Plan Contribution Claims shall be (i) paid in full in Cash on the
Effective Date or (ii) paid in accordance with the provisions of the
Bankruptcy Code.
4.3 Retirement Benefits: Retirement Benefits will be paid or otherwise
satisfied in accordance with the provisions of 1114 and 1129(a)(13)
of the Bankruptcy Code. These are not priority claims.
4.4 Pension Plan Claims: This class consists of all Pension Plan
Claims. All Pension Plan Claims will be paid in accordance with
applicable non-bankruptcy law. All Retirement Plans will be retained
or dissolved in accordance with applicable non-bankruptcy law.
4.5 Trust Fund Taxes Claims: All Allowed Trust Fund Tax Claims
against any Debtor shall be paid in full in Cash on the later of (i)
the Effective Date or (ii) the date upon which they become due and
payable, and any payment made to any taxing authority prior to or
after the Effective Date with respect to any Allowed Claim relating
to Texas, shall be applied first to any Allowed Trust Fund Tax Claim
owing to such taxing authority.
4.6 Miscellaneous Secured Claims: All Claims confirmed by 11 U.S.C.
506 as secured claims, including rights of set off, which are not
specifically treated by this Plan are to be considered unimpaired
and unaffected and will retain all rights to payment, enforcement
and collateral with no stay or process as of the Confirmation Date
to the extent of any holder of a miscellaneous Secured Claim is not
fully secured, any deficiency will be treated as an unsecured claim.
4.7 Effect: The Debtors believe the foregoing treatment is consistent
with the requirements of the Bankruptcy Code and the holders of such
Claims are not entitled to vote on the Joint Plan and as such are not
designated as classes for purposes of this Joint Plan.
ARTICLE 5.
DESIGNATION OF AND PROVISIONS
FOR TREATMENT OF CLASSES
OF CLAIMS AND EQUITY INTERESTS
This Joint Plan treats the assets and liabilities of the Debtors
as pooled to the extent provided herein. References in this Article 5
to the "Debtors" shall be to the pooled estates of all of the Debtors.
The classes of Claims against and Equity Interests in the Debtors
are designated, and shall be treated, as follows:
5.1 Class 1 - Allowed Claims under the Chemical DIP Loan Agreement
To the extent any sums are outstanding under the Chemical DIP Loan
Agreement, which has a maturity date of February 28, 1996, such sums
will be paid in full in Cash on the Confirmation Date. Upon payment
all liens will be released by Chemical.
This class is not impaired.
5.2 Class 2 - Chemical and Fidelity Term Loan
This class represents the fully secured claims of Chemical and
Fidelity under the Term Loan. This class will be paid in full,
on or before the Effective Date, including accrued interest at
the non-default rate, reasonable attorneys fees and expenses.
Any disputes concerning accrued interest or fees or expenses may
be resolved by the Court. Upon payment, all liens will be released.
This class is not impaired.
5.3 Class 3 - Chemical and Fidelity Revolving Loan
This class represents the fully secured claim of Chemical and
Fidelity under the Revolving Loan. This claim will be paid in full
on or before the Effective Date, including accrued, non-default
interest and reasonable attorneys' fees and expenses. To the extent
the Debtors and Chemical and Fidelity cannot agree on any particular
component of this Claim, subject to applicable U.S. Trustee review,
any such component in dispute will be determined by the Court. Pending
resolution of any dispute, the disputed sums will be held subject to the
Bank's liens. Upon payment in full of principal and interest due on
the Revolving Loan, the liens of Chemical and Fidelity securing the
Revolving Loan shall be released.
This class is not impaired.
5.4 Class 4 - Convenience General Unsecured Claims
This class consists of all unsecured claims valued at $900.00 or
less and the unsecured claims of any creditor greater than $900.00
that elects in writing to reduce its claim to $900.00. The claims
in this class will be paid in full within ninety (90) days of the
Effective Date. Claimants making the convenience claims election
shall do so by marking the appropriate entry on the Ballot.
This class is impaired and will vote on the Plan.
5.5 Class 5 - General Unsecured Claims: This class consists of the
claims of all unsecured creditors including but not limited to trade
creditors and any persons or entities that have asserted or have a
right or reason to assert all types of damage claims or breach of
contract claims against the Debtors, including Henze and Numanco
(this class includes all persons who have manifested any evidence
of any work related disease or injury or hold any other employment
related claim). These claims will be paid as follows:
(a) All Allowed Class 5 claims will be increased by 2% per annum
from the date of the filing through the Confirmation Date;
(b) Class 5 Claims will be paid over a two- and one-half (2-1/2)
year period in quarterly installments with interest at 2% per annum;
(c) Class 5 will administer claims payments to Classes 4 and 5 and
will receive $30,000 per quarter to defray administrative costs;
(d) any late payment of a quarterly payment will incur a five percent
(5%) penalty (5% of the payment then due); the Class 5 creditors must
give notice of the late payment and the Reorganized Debtors shall have
thirty (30) days to cure any late payment without penalty; and,
(e) the Committee will continue post-confirmation, but any post-
Confirmation Date expenses and fees for the Committees professionals
will be paid by the Class 5 creditors.
Should the Debtors default upon a payment due to the Class 5 creditors
and fail to cure the default as set forth at (d) above, then the
interest rate upon the remaining balance due shall automatically
increase to Chemical Bank Prime Rate plus 2% per annum until the
full balance due to the Class 5 creditors is paid in full. However,
the Class 5 creditors shall not request the Court to declare the Plan
to be in default, or take any other action concerning the default such
as requesting the reinstatement of proceedings, appointment of a trustee
or the like, until the 196th day after the default.
Class 5 claims are impaired and will vote on the Plan.
5.6 [omitted]
5.7 Class 7 - Stockholders: This class represents the equity
holders of Nuclear Support. Two-thirds (2/3's) of the shareholders
of Nuclear Support must approve the proposed merger of Nuclear Support
into a new Delaware subsidiary. To the extent this requisite shareholder
approval is not obtained, the merger shall not take place. However,
the other provisions of this Joint Plan, to the extent it is confirmed
by the Bankruptcy Court, shall become operative. The stockholders
will retain all voting and other rights of stock ownership. Each
corporate charter will be amended as required by the Bankruptcy Code.
This class is impaired and will vote on the Plan.
ARTICLE 6.
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
6.1 Assumption of Certain Executory Contracts and Unexpired Leases.
Effective as of the Confirmation Date, all executory contracts and
unexpired leases identified in the "Schedule of Executory Contracts
and Unexpired Leases to be Assumed or Assumed and Assigned or Rejected
by the Debtors," attached to this Joint Plan as Exhibit 3, shall be
assumed or assumed and assigned or rejected in accordance with 365
of the Bankruptcy Code pursuant to other and separate orders of this Court
either entered or to be entered pursuant to a separate
motion previously filed with the Court. (Those contracts to be
assumed by Numanco or assumed by Numanco and assigned to one of the
other Debtors are also the subject of that Motion and are separately
listed on Exhibit 3 to this Plan.)
6.2 Rejection of Certain Executory Contracts and Unexpired Leases.
All contracts or unexpired leases of the Debtors (including executory
contracts or unexpired leases previously assumed) have been or shall
be the subject of separate orders entered or to be entered by the Court.
The effective date of any rejection shall be the date upon which the
property was abandoned or returned to the lessor or as provided by
agreement or in the various orders of the Court.
6.3 Claims Based on Rejection of Executory Contracts and Unexpired Leases.
All proofs of claim with respect to Claims arising from a Rejected
Agreement shall be filed with the Bankruptcy Court and served on
counsel for the Debtors within thirty (30) days after either (i)
the Confirmation Date (ii) or the date of rejection, whichever is
later. Any claims not filed within such time shall be forever barred
from assertion against the Debtors, their estates and property.
6.4 Cure of Default Provisions. To the extent payments are required
to cure a default under an assumed or assumed and assigned executory
contract or unexpired lease, the payment will be made in the ordinary
course of business or as provided in other orders of the Court. To
the extent there are any defaults in any executory contract or
unexpired lease to be assumed by the Debtors pursuant to this Joint
Plan that require cure under 11 U.S.C. 365, other parties to the
executory contract or unexpired lease must make a written demand on
the Debtors for cure. Such demand
shall state (i) the amount and/or nature of the claim, (ii) a brief
description of the basis for any claimed amount due (referring to
sections of the executory contract or unexpired lease giving rise
to the payment obligations) and (iii) a detailed breakdown of how
any sums claimed as due were calculated. If the parties cannot
agree on the method to cure the default, if any, the Court shall
retain jurisdiction to resolve the dispute and determine the cure
amount, if any. Any claim for cure not made on or before the later
of (i) thirty (30) days after the Confirmation Date or (ii) thirty
(30) days after the date of an Order approving assumption or assumption
and assignment shall be deemed waived.
ARTICLE 7.
ACCEPTANCE OR REJECTION OF THE JOINT PLAN;
EFFECT OF REJECTION BY ONE OR MORE CLASSES
7.1 Impaired Classes to Vote. Except as otherwise required by
the Bankruptcy Code or the Bankruptcy Court, any holder of a Claim
that is impaired under this Joint Plan is entitled to vote to accept
or reject this Joint Plan if, as of the date of the confirmation
hearing (i) its Claim has been Allowed, (ii) its Claim has been
temporarily allowed for voting purposes only by order of the
Bankruptcy Court pursuant to Bankruptcy Rule 3018 (in which case
such Claim may be voted in such temporarily allowed amount), (iii)
its Claim has been scheduled by the Debtors (but only if
such Claim is not scheduled as disputed, contingent or unliquidated)
and no objection to such Claim has been filed, or (iv) it has filed a
proof of claim on or before the Bar Date (or such later date as the
Bankruptcy Court may have established with respect to any particular
Claim, but not later than the date of the order approving such
Disclosure Statement), and such Claim is not a Disputed Claim.
Notwithstanding the foregoing, a holder of a Disputed Claim which
has not been temporarily allowed as provided above may nevertheless
vote such Disputed Claim in an amount equal to the portion, if any,
of such Claim
shown as fixed, liquidated and undisputed in the Debtors' Schedules.
7.2 Acceptance by Class of Creditors. A class of Creditors shall
have accepted the Joint Plan if the Joint Plan is accepted by at least
two-thirds (2/3's) in amount and more than one-half in number of the
Allowed Claims of such class that have accepted or rejected the Joint Plan.
However, at least two-thirds (2/3's) of all eligible stockholders --
Class 7 -- must vote to approve those provisions of this Plan. The
other provisions of Plan may be approved by two-thirds (2/3's) in amount
and one-half (1/2) in number.
7.3 Cramdown. Inasmuch as one or more impaired classes of Creditors
with Claims against and holders of Equity Interests in the Debtors'
estates are deemed not to have accepted the Joint Plan is accordance
with section 1129(a) of the Bankruptcy Code, and in the event that one
or more other classes of impaired Claims does not accept or is deemed
not to have accepted the Joint Plan, the Debtors request that the
Bankruptcy Court confirm this Joint Plan in accordance with section
1129(b) of the Bankruptcy Code.
ARTICLE 8
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
8.1 Filing of Objections to Claims. After the Effective Date,
objections to Claims shall be prosecuted or made by the Reorganized
Debtors or the Committee; objections to Claims shall be served upon
each holder of each of the Claims to which objections are made and
filed with the Bankruptcy Court as soon as practicable, but in no
event later than 90 days subsequent to the Effective Date; provided,
however, that such period may be extended by order of the Bankruptcy
Court for good cause shown.
8.2 Settlement of Disputed Claims. After the Effective Date, the
party filing an objection to claim, whether the Reorganized Debtors
or the Committee, shall be authorized to settle and compromise any
Disputed Claim without obtaining Bankruptcy Court approval.
8.3 Payment or Distribution Upon Resolution of Disputed Claims.
No payments or distributions shall be made with respect to any portion
of a Disputed Claim unless and until all objections to such Disputed
Claim have been determined by a Final Order of the Bankruptcy Court,
or until such Disputed Claim is settled and compromised after the
Effective Date. Payments and distributions to each holder of a
Disputed Claim to the extent that it ultimately becomes an Allowed Claim
shall be made in accordance with the provisions of the Plan with
respect to the class of Claims to which such Allowed Claim belongs.
A Disputed Claim which is estimated for purposes of allowance and
distribution pursuant to section 501(c) of the Bankruptcy Code and
which is estimated and Allowed at a fixed amount by Final Order of
the Bankruptcy Court shall thereupon be an Allowed Claim for all
purposes in the amount so estimated and Allowed.
ARTICLE 9.
PROVISIONS COVERING DISTRIBUTIONS AND PAYMENTS
9.1 Making of Distributions and Payments. The Distribution
Agent(s) shall make the payments and distributions expressly
required to be made pursuant to the terms of this Joint Plan.
To the extent that any Distribution Agent charges are incurred,
the Debtors shall be responsible for this payment unless other
specific provisions provide for such payment.
9.2 Delivery of Distributions; Unclaimed Property
(a) Distributions and deliveries to holders of Allowed Claims
shall be made 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 the Debtors have been
notified 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 Distribution Agent is notified in
writing of such holder's then current address, at which time all missed
distributions shall be made to such holder without interest (except to the
extent that such missed ditributions have become unclaimed property).
All claims for undeliverable distributions shall be made on or
before the thrid (3rd) anniversary of the applicable Distribution Date,
and after such date, such undeliverable distributions shall be unclaimed
property. All unclaimed property attributable to any Claim shall revert
to Distribution Agent and the claim of any holder with respect to such
property shall be discharged and forever barred and shall no longer
be deemed an Allowed Claim.
(b) Checks issued by Distribution Agents in respect of Allowed
Claims shall be null and void if not cashed within ninety (90) days
of the date of issuance thereof. Requests for reissuance of any check
shall be made directly to Distribution Agents by the holder of the
Allowed Claim with respect to which such check was originally issued.
Any funds in respect of such a voided check shall be deemed an
undeliverable or unclaimed distribution and shall be treated as
provided in subsection (a) of this Section 9.2. To the extent any
Distribution Agent charges are incurred, the Debtors shall pay
those charges unless other express provision is made.
9.3 Method of Payment. Payments of Cash required to be made
pursuant to this Joint Plan shall be made by check drawn on a
domestic bank or by wire transfer from a domestic bank at the
election of the Persons making such payment.
9.4 Payment Dues. Whenever any payment or distribution to be
made under this Joint Plan shall be due on a day other than a
Business Day, such payment or distribution shall instead by made,
without interest, on the immediately following Business Day.
9.5 Henze Pension Plans. Henze sponsors two defined pension
benefit plans for certain of its employees (the Pension Plans).
These Pension Plans are covered by Title IV of the Employee
Retirement Income Security Act of 1974, as amended (ERISA),
29 U.S.C. 1301-1461. As members of a controlled group pursuant
to 29 U.S.C.1301 (a)(14), the Debtors are jointly and severally
liable to the Plans for unpaid minimum funding contributions and
to the PBGC for any under funding and unpaid premiums.
29 U.S.C. 1362,1367. If the Pension Plans are not assumed by
the purchaser of Henze or terminated prior to confirmation of
the Plan, the Debtors will continue to comply with all funding
requirements of ERISA and the Internal Revenue Code. If the
Debtors terminate the Pension Plans, the Debtors will satisfy any
under funding so that the Plans may be terminated in a standard
termination pursuant to 29 U.S.C.1341 (b). The ERISA liabilities
of the various Debtors shall not be affected in any way by the
reorganization or this Plan, and the Debtors shall not be
discharged of any ERISA liability pursuant to this Plan or
any other order confirming the Plan.
ARTICLE 10.
MISCELLANEOUS PROVISIONS
10.1 Setoffs. The Debtors may setoff or recoup against any
Claim and the payments or other distributions to be made pursuant
to this Plan in respect of such Claim, any claims of any nature
whatsoever that the Debtors 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 Debtors of
any such claim that Debtors may have against such holder.
10.2 Satisfaction of Subordination Rights.
(a) Any Claim asserted by a Person who is an "insider", as insider
is defined by section 101(31) of the Bankruptcy Code, shall be
subordinated to all other Claims; provided, however, this provision
shall not apply to Administrative Claims.
(b) All other Claims against Debtors and all rights and Claims
between or among holders of Claims relating in any manner whatsoever
to Claims against Debtors, based upon any claimed subordination rights
arising by contract or otherwise which could have been asserted by virtue
of the institution or pendency of this Chapter 11 Case or under the Plan,
shall be deemed satisfied by the distributions under this Plan to holders
of Allowed Claims having such subordination right, and such right to
assert such subordination rights in regard to this Chapter 11 Case
shall be deemed waived and released as of the Effective Date.
(c) The distributions to the various classes of Allowed Claims
hereunder shall not be subject to levy, garnishment, attachment
or like legal process by any holder of a Claim by reason of any
subordination right so that each holder of a Claim shall have and
receive the benefit of the distributions in the manner set forth
in this Plan. Notwithstanding the foregoing, any Person holding
subordination rights arising by contract shall retain such contractual
subordination rights as to any act, occurrence or event after
the Effective Date.
10.3 Exculpation. Neither Debtors nor any of their respective
current or former representatives (including professionals), shall
have or incur any liability to a holder of a Claim for any act or
omission in connection with or by virtue of being a proponent or
supporter of, or in connection with or arising out of the preparation,
negotiation, submission, confirmation, consummation and administration
of, this Plan, or in connection with the filing, prosecution and
administration of this Chapter 11 Case, except for willful misconduct
or gross negligence, and in all respects shall be
entitled to rely upon the advice of their professional advisors
with respect to their duties under the Plan.
10.4 Modification of the Plan. Modifications of this Plan may
be proposed in writing by the Debtors at any time before the
conclusion of the Confirmation Hearing, provided that this Plan,
as modified, meets the requirements of sections 1122 and 1123 of
the Bankruptcy Code and the Debtors shall have complied with section
1125 of the Bankruptcy Code. This Plan may be modified at any time
after Confirmation by Debtors and before its substantial consummation,
provided that this Plan, as modified, meets the requirments of
sections 1122 and 1123 of the Bankruptcy Code and
the Bankruptcy Court, after notice and a hearing, confirms the Plan,
as modified, under section 1129 of the Bankruptcy Code and the
circumstances warrant such modification. A holder of a Claim
that has accepted or rejected this Plan shall be deemed to have
accepted or rejected, as the case may be, such Plan as modified,
unless, within the time fixed by the Bankruptcy Court, such holder
changes its previous acceptance or rejection.
10.5 Revocation of Plan
The Debtors reserve the right to revoke and withdraw this Plan
prior to entry of the Confirmation Order. If the Debtors revoke
or withdraw this Plan, or if confirmation of this Plan does not
occur, then this Plan shall be deemed null and void.
10.6 Classes Entitled to Vote. Each impaired class of Claims
shall be entitled to vote separately to accept or reject this Plan.
No unimpaired class of Claims shall be entitled to vote to accept
or reject this Plan.
10.7 Post-Confirmation Fees of Professionals
(a) To the extent any professionals claim they are due payment
from the Debtors for fee and expenses occurring after the
Confirmation Date, such Professional shall submit said fees
and expenses to the Debtors within sixty (60) days of the
Confirmation Date. To the extent the Debtors agree such fees
and expenses are due and payable, they shall be paid in the
ordinary course of the Debtors' business. To the extent a
dispute arises as to said fees and expenses, such dispute shall
be resolved by the Bankruptcy Court if the professional or the
Debtor cannot resolve is between themselves.
(b) The Debtors may employ Professionals, and compensate them,
in the ordinary course of business, after the Confirmation Date
without Bankruptcy Court approval.
10.8 Revesting of Assets: No Further Supervision
On Effective Date, the Assets (including without limitation, all
rights of the Debtors to recover property under sections 542, 543,
550 and 553 of the Bankruptcy Code, and all avoiding powers under
sections 552(f), 522(h), 544, 545, 547, 548, or 549 of the Bankruptcy
Code and all proceeds thereof) shall revest in Debtors, free and
clear of all Claims, but subject to the obligations of Debtors as
specifically set forth in this Plan. The Plan does not contain
any restrictions or prohibitions on the conduct of the business
of Debtors. Debtors may use, operate and deal with their assets,
and may conduct and change their businesses, without any supervision
by the Bankruptcy Court or the office of the United States Trustee,
and free of any restrictions imposed on the Debtors by the
Bankruptcy Code or by the Bankruptcy Court during the Chapter 11 Case.
10.9 Modification of Payment Terms. Debtors reserve the right
to modify the treatment of any Allowed Claim in any manner adverse
only to the holder of such Claim at any time after the Effective
Date upon the consent of the Creditor whose Allowed Claim treatment
is being adversely affected.
10.10 Discharge of Debtors. The consideration distributed
under this Plan shall be in exchange for and in complete satisfaction,
discharge, release, and terminated of, all Claims of any nature
whatsoever against Debtors including specifically Numanco or any
of their assets or properties; and except as otherwise provided
herein, upon the Effective Date Debtors and their assets including
policies of insurance shall be deemed discharged and released
pursuant to section 1141(d)(1)(A) of the Bankruptcy Code from
any and all Claims, including but not limited to demands and
liabilities that arose before the Effective Date, all debts of the
kind specified in section 501(g), 502(h) or 502(i) of the
Bankruptcy Code, whether or not (a) a proof of claim based
upon such debt is filed or deemed filed under section 501 of
the Bankruptcy Code; (b) a Claim based upon such debt is allowed
under section 502 of the Bankruptcy Code; or (c) the holder of a
Claim based upon such debt has accepted this Plan. The Confirmation
Order shall be a judicial determination of discharge and termination of
all liabilities of and all Claims against Debtors, except as
otherwise specifically provided in the Plan.
On the Effective Date, as to every discharged debt or Claim, the
Creditor that held such debt or Claim shall be permanently enjoined
and precluded from asserting against Debtors, or against their assets
or properties or any transferee thereof, any other or further Claim
based upon any document, instrument or act, omission, transaction or
other activity of any kind or nature that occurred prior to the
Effective Date, except as expressly set forth in this Plan. In
the event that, after the Effective Date any Person asserts,
against Debtors, any right to payment or equitable remedy for breach of
performance which gives rise to a right of payment, which right was not
asserted prior to the Effective Date but is based on any act,
fact, event, occurrence, or omission, by or relating to Debtors
as Debtors existed before the Effective Date, and in the further
event that such right is determined by a court of competent
jurisdiction not to have been discharged pursuant to the provision
of Bankruptcy Code Section 1141 and this Plan, and that such right
may be asserted against Debtors in such circumstances, the holder
ave received if such right had been asserted against Debtors before
the Effective Date and only to the extent such right would have been
allowed or allowable as a Claim. Nothing in thus section shall have
the effect of excepting from discharge any Claim which is or would be
discharged pursuant to Bankruptcy Code section 1141 or this Plan.
If Henze is liquidated under this Plan, Henzes discharge will be
limited by operation of law. The Debtors shall also not be discharged
or released from claims brought by Nuvest, L.L.C., or its successors
or assigns, arising under the Agreement for Purchase and Sale of
Common Stock of NSS Numanco, Inc., the Order approving that sale,
or any other written agreement in connection with that sale to
Nuvest, L.L.C., and any such claims shall not be terminated by the
Confirmation Order. The Bankruptcy Court will retain jurisdiction
over any dispute concerning the sale of Numanco.
10.11 Filing of Additional Documents. On or before the Effective
Date, the Debtors shall file with the Bankruptcy Court such agreements
and other documents as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of this Plan and the
other agreements referred to herein.
10.12 Compliance with Tax Requirements. In connection with this
Plan, the Debtors shall comply with all withholding and reporting
requirements imposed by federal, state, local and foreign taxing
authorities, and all distributions hereunder shall be subject to
such withholding and reporting requirements.
10.13 Pre-Petition Litigation. All Pre-Petition litigation in
which the Debtors were defendants is stayed following confirmation.
Pre-Petition claims will either be paid under the Plan or the
parties may elect to request the Court to release the stay so as
to proceed in an appropriate forum. Where the Debtors were the
original plaintiffs, any stay will terminate at the Confirmation Date.
10.14 Section Headings. The section headings contained in this
Plan are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Plan.
10.15 Post-Confirmation Committee. The Creditors' Committee
will continue post-confirmation and will be primarily responsible
for the disbursement of payments to the members of Classes 4 and 5.
It may continue to employ professionals post-confirmation; the fees
and expenses of those professional shall be paid only after Court approval.
10.16 No Third Party Beneficiaries. No indemnification or
assumption of liability undertaken pursuant to the sale of any
of the Debtors or their assets, including Numanco and Henze, shall
create any pre- or post-Petition or pre- or post-Confirmation third
party right or rights; no third party shall be a beneficiary or such
indemnification or assumption.
ARTICLE 11
MEANS FOR IMPLEMENTATION AND
CONSUMMATION OF THE JOINT PLAN
11.1 Liquidation of Subsidiaries. Prior to or as a part of the
confirmation process, the Debtors intend to liquidate all or almost
all of the assets of Henze and sell the stock and assets of Numanco
(except for those Numanco operations transferred to IceSolv). The
Debtors have filed a motion to sell all of the stock and assets of
Numanco free of lien and intend to sell the assets of Henze free of
liens and other encumbrances. The proceeds will be applied to the
Banks'debt. Until the Banks' fully secured claims are paid in full,
their liens will attach to the Henze and Numanco assets and proceeds,
except to the extent released by agreement or by the orders of the
Court. The Debtors will pay all pre- and post-petition obligations
of Numanco and Henze under this Plan, including unsecured claims.
The Debtors will retain all uncollected receivables as of the closing date
of each sale.
Until their loans are repaid, the liens of the Banks will attach to
these proceeds.
11.2 Liquidation of Other Assets. The Debtors will market
excess real estate and will sell any such property free of lien.
Prior to the Effective Date, the Banks' liens will attach to any proceeds.
11.3 Merger and Post-Confirmation Organization of Debtors. The
Debtors will be reorganized under the Plan. Nuclear Support will
be merged with a newly chartered Delaware subsidiary, and that
Company will survive and will own all of the stock of the surviving
subsidiaries other than Numanco and will continue as a publicly traded
holding company. It will open offices in the State of Delaware.
Two operating subsidiaries will remain: Cannon-Sline, which will
become one company by merger of Sline into Cannon, with the surviving
corporation to continue as a Pennsylvania corporation. IceSolv will
be the other surviving subsidiary. Numanco is now owned by another
entity and will continue in business but will not in any way
be a part of the business operations of Nuclear Support.
Because stockholder approval of the merger of Nuclear Support and
the new Delaware subsidiary is required, this process has been made
a part of the Plan and stockholders must vote on the Plan and the
merger. At least two-thirds of the eligible stockholders must vote
to approve the merger. If sufficient votes are not received, the
merger provisions will be stricken.
11.4 Post-Confirmation Management. After confirmation, Mr. Ralph
Trallo and Mr. Michael Olson will remain as CEO and CFO of both the
re-named Nuclear Support and the restructured subsidiaries Cannon
and Sline. In addition, the Boards will include all pre-petition
board members. Nothing in the Plan will affect the ability of
shareholders to elect Board members and nothing will affect the
Board's control over officers.
11.5 Post-Confirmation Financing
In order to finance business operations post-confirmation,
Debtors have procured a commitment for post-confirmation financing
from the Bank of New York; this commitment has been received but the
lending transaction will not have closed as of the Confirmation Date.
This financing will be secured by all or almost all of the Reorganized
Debtors assets and will be used in part to pay the claims of the Banks
and in part to provided post-confirmation working capital.
11.6 {omitted]
11.7 Charter and By-Laws. The Charter and By-Laws of the
respective Debtors will be amended as necessary to satisfy the
provisions of this Joint Plan and section 1123(a)(6) of the
Bankruptcy Code.
11.8 Dedication of Assets. The collective assets of the Debtors
reorganized pursuant to this Joint Plan shall be dedicated to making
the distributions and payments required herein. The successor to
Nuclear Support shall be the company responsible for making the
distributions and payments required herein to creditors or to the
Committee as Disbursing Agent or into the Future Claims Trust.
Each surviving Reorganized Debtor shall be responsible for the
payment of costs and expenses incurred by it in the ordinary course
of operating its business. Excess cash (cash after payment of
operating expenses) shall be made available for payments and
distributions required pursuant to this Joint Plan. Further, the
stock certificate of Henze and two subsidiaries previously dissolved
in separate chapter 7 bankruptcy proceedings will be destroyed.
11.9 Releases of Liens: Upon payment of any claim, whether
secured or unsecured, whether priority or other, and whether
held by the Banks or some other person or entity, the holder
shall immediately cause any liens to be released and shall
prepare and execute any appropriate document reflecting payment
and the release of liens.
ARTICLE 12.
PROVISIONS FOR EXECUTION AND SUPERVISION OF THE PLAN
12.1 Retention of Jurisdiction. From and after the Effective Date,
the Bankruptcy Court shall retain and have original but not exclusive
jurisdiction over these Chapter 11 Cases for the following purposes:
(a) to determine any and all objections to the allowance of Claims
including Claims against Numanco;
(b) to determine any and all applications for the determination of
any priority of any Claim including Claims arising from any event that
occurred prior to the Petition Date or from the Petition Date through
the Effective Date and for payment of any alleged Administrative Claim,
Priority Tax Claim, or other Priority Claim;
(c) to determine any and all applications, motions, adversary
proceedings and contested or litigated matters that may be pending
on the Effective Date;
(d) to determine all controversies, suits and disputes that may
arise in connection with the interpretation, enforcement or consummation
of this Plan or in connection with the obligations of the Debtors under
this Plan, or in connection with the performance by the Disbursing Agent
of its duties hereunder, and to enter such orders as may be necessary
or appropriate to implement any distributions to holders of Allowed
Claims;
(e) to consider any modification, remedy any defect or omission, or
reconcile any inconsistency in this Plan or any order of the Bankruptcy
Court, including the Confirmation Order, all to the extent authorized
by the Bankruptcy Code;
(f) to issue such orders in aid of execution of this Plan to the
extent authorized by section 1142 of the Bankruptcy Code;
(g) to determine such other matters as may be set forth in the
Confirmation Order or as may arise in connection with this Plan or
the Confirmation Order;
(h) to hear and determine any claim or controversy of any nature
arising from or in connection with any agreement made a part of this
Plan; and to enter such orders as may be appropriate to enforce,
modify, interpret or effectuate such agreements;
(i) to determine any suit or proceeding brought by Debtors on
behalf of the Debtors' estate to recover property under section 542,
543 or 553 of the Bankruptcy Code or to avoid any transfer or
obligation under section 522(f), 522(h), 544, 545, 547, 548 or 549
of the Bankruptcy Code;
(j) to estimate Claims pursuant to section 502(c) of the Bankruptcy Code;
(k) to hear and determine any dispute or controversy relating to
any Allowed Claim or any Claim alleged or asserted by any Person to
be an Allowed Claim.
(l) to determine any and all applications for allowances of
compensation and reimbursement of expenses and any other fees
and expenses authorized to be paid or reimbursed under the Bankruptcy
Code or this Plan;
(m) to administer and enforce the injunctions contained in this Plan,
and any related injunction or decree contained in the Confirmation Order;
12.2 Implementation. The Debtors shall be authorized to take
all necessary and appropriate steps, and perform all necessary or
appropriate acts, to consummate the terms and conditions of the Plan.
DATED: 4/15/96
SUBMITTED:
Ralph A. Trallo
President
Nuclear Support Services, Inc.
and Subsidiaries and as agent for Numanco
Of Counsel:
R. Glen Ayers, Jr.
Vinson & Elkins
1455 Pennsylvania Avenue, N.W.
Suite 700
Washington, D.C. 20004
(202)639-6757
IN THE UNITED STATES
BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
HARRISBURG DIVISION
IN RE NUCLEAR SUPPORT SERVICES, INC.
Cases No. 95 0163 and 01766 thru 01771
AND SUBSIDIARIES,
Debtors in Possession (Jointly Administered under
Case No. 95-01767)
ORDER CONFIRMING DEBTORS AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
BE IT REMEMBERED THAT on this the 24th day of April, 1996,
came on to be heard the Debtors Amended Joint Plan of
Reorganization under the United States Bankruptcy Code
(the Plan or Joint Plan), and the Court having considered the
pleadings, the testimony of witnesses, the documentary evidence,
and the argument of counsel, and having reviewed the objections
filed by creditors, the Court makes the following Findings of
Fact and enters the following Orders confirming the Debtors
Joint Plan, as Amended before the Court on this same day by
motion of the Debtors:
Findings of Fact
1. At a properly noticed hearing held on February 23 1996,
this Court approved the Debtors Disclosure Statement, which
the Court finds was properly served upon creditors and parties
in interest, as evidenced by the various Certificates of Service
filed with this Court by the Debtors. That Disclosure Statement
included a notice of the original date set for hearing on the
confirmation of the Plan; the hearing has been continued, from
time to time, in open Court and on notice to all persons who
appeared at the time and place originally set for the confirmation
hearing.
2. The Court also finds that the Court previously set a second
bar date for claims in these Cases, by order dated February 6, 1996.
The Court finds that the Debtors gave proper notice of the Bar Date
by serving a Notice of Bar Date, in a form approved by the Court,
and also by causing the publication of that Notice of Bar Date in
various newspapers of general circulation, as reflected in the
certificates of service filed by the Debtors in this case; the
Court finds that the form and method of the service, advertising
and notice were reasonable and were calculated to
give notice of both these proceedings and of the Bar Date.
3. As evidenced by the report concerning ballots filed with
the Court, the Court finds that the three impaired classes have
each accepted the Debtors Joint Plan by more than one half in
number and two-thirds in amount of those creditors or parties in
interest voting on the Plan; the impaired classes are Class 4,
the convenience class of unsecured creditors, Class 5, the class
of general unsecured creditors, and Class 7, the class of
shareholders. These classes have each accepted the Plan
without reference to the votes cast
by insiders. The Court further finds that the Debtors
shareholders have not only approved the Plan but have also
approve the Plan of Merger outlined in the Debtors Plan.
The shareholder vote was over to-thirds (2/3's) of the shareholders
of record as of January 31, 1996. All impaired classes having
accepted the Plan, the Court finds that the provisions of
11 U.S.C. 1129 (b) are not applicable to these cases.
4. (a) This Plan is offered as a Joint Plan, filed on behalf of
all of the Debtors, including NSS Numanco, the stock (and assets)
of which have been sold to a third party, Nuvest, Inc., and Henze
Services, Inc., which is to be liquidated under the terms of this
Joint Plan.
(b) As to NSS Numanco, case no. 1-95-01770, the Court will
retain jurisdiction to enforce the agreements and orders governing
the sale of Numanco. Otherwise, this Plan will be a final Plan as
to NSS Numanco, and the provisions of this Order making this Plan
contingent upon the funding of The Bank of New York exit financing
and the full payment of the Chemical Bank and First Union National
Bank (together, the "Banks") shall not apply to that case.
(c) The Court will retain jurisdiction over the remaining
Debtors until the date on which the closing occurs with respect
to the exit financing to be provided to the Debtors by The Bank
of New York, and all obligations of the Debtors owed to or due to
the Banks have been paid in full; further, until April 30, 1996,
the Debtors shall comply with and be bound by the terms and
conditions of the Third Cash Collateral Stipulation dated
February 27, 1996. The parties intend to execute a Fourth
Stipulation with respect to the Debtors' use of cash collateral
(the "Fourth Stipulation"), and the Debtors shall use cash collateral
only in accordance with the terms of the Fourth Stipulation. The
Debtors shall not use cash collateral in the event that the Fourth
Stipulation is not executed and approved by the Court except upon entry
of an order of the Court after prior notice and an opportunity
for a hearing.
(d) Notwithstanding anything to the contrary contained in the
Plan or this Order, the Banks shall retain all liens, claims and
rights under the Credit Agreement (as defined in the Plan), and
the First, Second, Third and Fourth Stipulations entered or to be
entered into by the Debtors and the Banks in connection with the
use by the Debtors of cash collateral.
(e) The Court shall also retain jurisdiction under the Plan to
approve the sale of Henze's assets free of liens and encumbrances
(with the liens of the two Banks to attach to the proceeds of the
sale until those proceeds are paid over to the Banks, unless the
obligations owed by the Debtors to the Banks are fully satisfied
prior to the sale of Henze).
5. The Court will also retain jurisdiction over the Debtors
pending motion to assume, assume and assign, or reject executory
contracts, all to the extent appropriate orders have not yet been
entered as to that motion; in particular, the Court will retain
jurisdiction concerning those executory contracts related to the
case filed by Henze.
6. At the confirmation hearing, the Debtors offered the
testimony of the Chief Executive Officer of Nuclear Support,
the parent company. The CEO, Mr. Ralph Trallo, testified as
to the elements of 11 U.S.C. 1129 (a); the Debtors also offered
the testimony of the Chief Financial Officer of Nuclear Support,
Mr. Mike Olson, and Mr. Brice Bogle, the Debtors' outside
financial consultant, concerning feasibility under
11 U.S.C. 1129 (a)(11). The Debtors have received a commitment
letter from The Bank of New York under the terms of which The Bank
of New York has indicated that it will -- under certain specified
conditions -- provide new financing for these Debtors, but because
that loan has not yet closed, the Court finds that the order which
it will enter concerning confirmation must remain contingent pending
funding of The Bank of New York loan; if that loan is not funded
by June 30, 1996, and the obligations owed by the Debtors to
the Banks fully satisfied by the proceeds of The Bank of New York loan,
these orders will be automatically rescinded.
7. Because not all creditors who voted on the Joint Plan
voted in favor of the Debtors Joint Plan, the Court finds that
the issue of the best interests of the dissenting creditors in
classes 4 and 5 must be considered, as required by
11 U.S.C. 1129 (a)(7). Mr. Bogle and Mr. Olson testified
concerning this issue. Mr. Olson and Mr. Bogle testified that
the general unsecured creditors in Class 5 and the convenience
class creditors, Class 4, would receive under the Plan at least
what creditors in each class would receive in a liquidation
proceeding under chapter 7. Further, Mr. Bogle testified that the
interest rate paid to the general unsecured creditors in Class 5
would exceed six percent (6%), which is the judgment rate in
Pennsylvania. The Court finds the testimony of these witnesses to be
credible and truthful.
8. The Debtors offered a number of minor amendments to the
Joint Plan at the confirmation hearing, including the following:
(a) Amendments necessary to correct minor typographical,
spelling, punctuation, or other errors;
(b) A new provision at paragraph, 10.10, which states that
the Debtors obligations to Nuvest, Inc., under the Numanco sale
are not to be discharged;
(c) A new paragraph, 9.5, which states that the Debtors' ERISA
obligations are not affected by the Plan; and,
(d) A new paragraph, 5.5(f), which states that the Debtors
will receive a grace period of 195 days in the event of a default
in a payment due to the Class 5 creditors prior to the filing of
a motion to have this Court declare a default under the Plan, and
providing for an increase in the interest rate upon default as set
forth in para. 9.
(e) A change in the Effective Date, defined at 1.39, so that
the Effective Date is now defined as the first business day ten
(10) days after the date upon which the Debtors exit financing
is funded by The Bank of New York and the obligations owed by the
Debtors to the Banks are paid in full; prior to the Effective Date,
the Debtors are authorized to close the exit financing to be
provided by The Bank of New York and fully satisfy the obligations
owed by the Debtors to the Banks.
9. The Court finds that each of these amendments is appropriate
and necessary and that none is material enough to require
re-solicitation; the amendments dealing with Nuvest and the
ERISA issue are in response to specific objects or requests
from the affected parties in interest and are consistent with
statements made in the Amended Disclosure Statement; the third
amendment, concerning defaults, is not material because, absent
the amendment, there would be no provision for default, none
having been included in the original plan upon which the
creditors voted; the Court further finds that the third
amendment is necessary in response to the objection filed by a contingent
creditor, Bernstein & Perwein, one of the Henze landlords, who had
objected to the Plan on the basis of the absence of a default provision.
Finally, the Court finds the amendment dealing with defaults not to
be material because the Joint Plan has been amended to provide that,
upon default, the interest rate on the unpaid balances due unsecured
creditors will immediately begin to earn interest at the Chemical
Bank Prime Rate plus 2%, per annum, from the date of default until
the balances are paid in full (i.e. the default triggers a permanent
change in the interests rate).
10. The Court finds that objections to the Plan have been received
from several other creditors and contingent creditors. The specific
objections of the Pension Benefit Guaranty Corporation and Nuvest have
been cured by the amendments mentioned above; the objections of
Berstein & Perwein concerning the lack of a general default clause
have been cured; the other objections include objections concerning
the "best interests of creditors" test under 11 U.S.C. 1129 (a) (7)
and the interest rate to be paid to unsecured creditors; these
objections have not been resolved by the amendments and must be
addressed by the Court in its orders below, based upon these
findings of fact. The Court also notes that the objection of
First Union National Bank to the confirmation of the Plan has been
withdrawn upon the conditions (a) that this Order confirming the
Plan is acceptable to First Union National Bank; and, (b) that
the Debtors are authorized to use cash collateral only in accordance
with the Third Cash Collateral Stipulation and the contemplated Fourth
Stipulation to be entered which, inter alia, prohibits the
payment of administrative claims (other than ordinary course claims
as itemized in the budgets attached to the stipulations) until
the obligations owed by the Debtors to the Banks
have been paid in full.
Orders
Based upon the foregoing findings of fact, the Court enters
the following Orders, confirming the Joint Plan as amended at
the Confirmation hearing:
11. Ordered that the amendments to the Joint Plan, announced
on the record at the confirmation hearing, are allowed, and the
Plan offered by the Debtors for confirmation shall be the "Amended"
Plan attached to this Order;
12. Ordered that the objections of creditors and parties in
interest are denied, except to the extent that the Amended Plan
reflects modification in response to those objections.
13. Ordered that the Court will retain jurisdiction over this
Plan as specifically set out in this Order or in the Plan.
14. Ordered that the Debtors Amended Joint Plan of Reorganization
shall be confirmed, the Court finding that the Amended Plan complies
with all of the elements of 11 U.S.C. 1129 (a) having been met.
The Court specifically finds that the Plan as amended is both in the
best interests of creditors and is feasible.
15. Ordered that this Order is a Final Order as to the Debtor
NSS Numanco, case no. 95-01770, and the provisions of this Order
making this Order contingent upon the funding of exit financing and
the full payment of the sums owed to the Banks by the Debtors shall
not apply to NSS Numanco. Any assets of Numanco not previously
transferred to Nuvest shall remain subject to all provisions of
this Order.
16. Ordered that, if the exit financing loan from The Bank of
New York is not funded and the Banks are not paid in full all of
the all obligations owed by the Debtors to the Banks on or before
June 30, 1996, the Plan shall, without further order of this Court,
be deemed rescinded and null and void as if the Plan had never been
confirmed by this Order of this Court, except as to the Debtor
NSS Numanco.
17. Ordered that the entry of this Order does not relieve the
Debtors of or in any way affect the obligations of the Debtors
under the Third Stipulation and under the Fourth Stipulation
(all as referenced in and subject to paragraph 4 of this Order),
a copy of which is to be attached to this Order upon its execution.
18. Ordered that -- notwithstanding anything to the contrary set
forth in the Joint Plan-- the Debtors are prohibited from paying
administrative claims (other than ordinary course claims itemized
in the budgets attached to the cash collateral stipulations) prior
to the full satisfactions of all obligations owed by the Debtors to
the Banks. The Debtors are specifically prohibited from paying any
administrative fees of professionals except as provided in the Cash
Collateral Stipulations and budgets attached to those Stipulations.
19. Ordered that the Debtors shall serve a copy of this Order
on all creditors and all parties who have requested service of
pleadings in these cases; any party in interest may request
a copy of the Plan, and the Debtors will provide a copy without
cost to the requesting party; service is not required on stockholders
and other parties in interest, but any such person requesting a copy
of the Plan or this Order will be provided with copies.
Entered this 24th day of April, 1996.
/s/ Robert J. Woodside
Robert J. Woodside
Chief United States Bankruptcy Judge
