IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
------------------------------------
In re ) Chapter 11
)
WORLDCORP, INC. and ) Case Nos. 99-298 (MFW)
WORLDCORP ACQUISITION CORP., ) and 99-2582
) (Jointly Administered)
Debtors. )
------------------------------------ )
FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION
OF WORLDCORP, INC. AND WORLDCORP ACQUISITION CORP.
WILMER, CUTLER & PICKERING
2445 M Street, NW
Washington, DC 20037-1420
Attn: Duane D. Morse
H. Colby Lane
- and -
YOUNG CONAWAY STARGATT & TAYLOR LLP
1100 North Market Street
11th Floor
Wilmington, DE 19801
Attn: James L. Patton, Jr.
Brendan L. Shannon
Attorneys for WorldCorp, Inc. and
WorldCorp Acquisition Corp.
Dated as of: March 14, 2000
Wilmington, Delaware
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<TABLE>
TABLE OF CONTENTS
Page
<S> <C> <C>
INTRODUCTION 1
ARTICLE I DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME...............................1
1.1 Scope of Definitions.................................................................1
1.2 Definitions..........................................................................2
1.3 Rules of Interpretation.............................................................12
1.4 Computation of Time.................................................................12
1.5 Exhibits and Transaction Documents..................................................12
ARTICLE II SUBSTANTIVE CONSOLIDATION..................................................................12
2.1 Substantive Consolidation of Cases for Purposes of Distributions....................12
ARTICLE III ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS............................................13
3.1 Administrative Claims...............................................................13
3.2 Priority Tax Claims.................................................................13
ARTICLE IV CLASSIFICATION OF CLAIMS AND INTERESTS.....................................................14
4.1 Class 1.............................................................................14
4.2 Class 2.............................................................................14
4.3 Class 3.............................................................................14
4.4 Class 4.............................................................................14
4.5 Class 5.............................................................................14
4.6 Class 6.............................................................................14
ARTICLE V IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN....14
5.1 Unimpaired Classes of Claims and Interests..........................................14
5.2 Impaired Classes of Claims and Interests............................................14
ARTICLE VI PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS...........................................15
6.1 Class 1 (Other Priority Claims).....................................................15
6.2 Class 2 (Administrative Convenience Claims).........................................15
6.3 Class 3 (Senior Notes Claims).......................................................15
6.4 Class 4 (Debentures Claims).........................................................15
6.5 Class 5 (General Unsecured Claims)..................................................15
6.6 Class 6 (Interests).................................................................16
<PAGE>
ARTICLE VII ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE IMPAIRED
CLASSES OF CLAIMS OR INTERESTS.............................................................16
7.1 Impaired Classes of Claims and Interests Entitled to Vote...........................16
7.2 Acceptance by an Impaired Class.....................................................16
7.3 Presumed Acceptances by Unimpaired Classes..........................................16
7.4 Classes Deemed to Reject Plan.......................................................16
7.5 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code.....................16
7.6 Confirmability and Severability of the Plan.........................................16
ARTICLE VIII MEANS FOR IMPLEMENTATION OF THE PLAN.......................................................17
8.1 Allocation of Assets................................................................17
8.2 Initial Distribution of Assets......................................................17
8.3 Distribution Procedures.............................................................18
8.4 The Liquidating Entity; Duties of the Liquidating Agent.............................21
8.5 Establishment and Operation of WorldCorp LLC........................................26
8.6 Wind-Up and Dissolution of WorldCorp and Acquisition................................27
8.7 Operation of the Disputed Claims Reserve............................................28
8.8 The Administrative Claims Reserve...................................................29
8.9 The Unclaimed Distributions Reserve.................................................29
8.10 Miscellaneous Implementation Provisions.............................................30
8.11 Tax Reporting.......................................................................31
ARTICLE IX EXECUTORY CONTRACTS........................................................................32
9.1 Rejection of All Contracts..........................................................33
9.2 Effect of Rejection.................................................................33
ARTICLE X ALLOWANCE AND PAYMENT OFCERTAIN ADMINISTRATIVE CLAIMS......................................33
10.1 Professional Claims.................................................................33
10.2 Other Administrative Fees...........................................................33
ARTICLE XI EFFECT OF THE PLAN ON CLAIMS AND INTERESTS.................................................34
11.1 Compromises and Settlements.........................................................34
11.2 Release of Claims Against Officers, Directors, Etc..................................34
11.3 Setoffs.............................................................................35
11.4 Satisfaction of Subordination Rights................................................35
11.5 Exculpation and Limitation of Liability.............................................35
11.6 Indemnification Obligation..........................................................36
11.7 Modification of Releases............................................................36
<PAGE>
ARTICLE XII CONDITIONS PRECEDENT.......................................................................36
12.1 Conditions to Consummation..........................................................37
12.2 Waiver of Conditions to Consummation................................................37
ARTICLE XIII RETENTION OF JURISDICTION..................................................................38
ARTICLE XIV MISCELLANEOUS PROVISIONS...................................................................40
14.1 Binding Effect......................................................................40
14.2 Modification and Amendments.........................................................40
14.3 Withholding and Reporting Requirements..............................................40
14.4 Committee...........................................................................40
14.5 Revocation, Withdrawal or Non-Consummation..........................................40
14.6 Notices.............................................................................41
14.7 Term of Injunctions or Stays........................................................42
14.8 Governing Law.......................................................................42
</TABLE>
<PAGE>
INTRODUCTION
WorldCorp, Inc. ("WorldCorp") and WorldCorp Acquisition Corp.
("Acquisition" and, together with WorldCorp) as debtors and
debtors-in-possession in the above-captioned Chapter 11 reorganization cases
("Debtors"), hereby propose the following joint liquidating plan of
reorganization for the resolution of the Debtors' outstanding creditor claims
and equity interests (the "Plan"). Reference is made to the Disclosure Statement
(as defined below) for results of operations, risk factors, and a summary and
analysis of the Plan and certain related matters. The Debtors are the proponents
of the Plan within the meaning of section 1129 of the Bankruptcy Code (as
defined below).
The Plan provides for all of the property of the Debtors to be
liquidated or distributed over time to the holders of allowed claims. Holders of
interests in WorldCorp will receive no distribution under the Plan. An initial
distribution is to occur on the effective date of the Plan. Assets not
distributed on the effective date are to be held by a liquidating entity
administered by managers who will, among other things, liquidate assets, resolve
disputed claims, pursue any reserved causes of action, wind up the affairs of
the Debtors, and make subsequent and final distributions. Unless the Debtors
function as the liquidating entity, the Debtors will be dissolved immediately
after the initial distribution under the Plan.
Under 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 (as defined below) and distributed to holders of claims and interests
entitled to vote on the Plan. ALL SUCH HOLDERS ARE ENCOURAGED TO READ THIS PLAN
AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT
THIS PLAN.
Subject to the restrictions on modifications set forth in
section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those
restrictions on modifications set forth in Section 14.2 of this Plan, the
Debtors expressly reserve the right to alter, amend or modify this Plan, one or
more times, before its substantial consummation.
<PAGE>
ARTICLE I
DEFINITIONS, RULES OF INTERPRETATION,
AND COMPUTATION OF TIME
1.1 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 Article I of this Plan. Any term
used in this 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. The words "herein," "hereof," "hereunder,"
and other words of similar import refer to this Plan as a
whole, not to any particular section, subsection or clause,
unless the context requires otherwise. Whenever it appears
appropriate from the context, each term stated in the singular
or the plural includes the singular and the plural, and each
pronoun stated in the masculine, feminine or neuter includes
the masculine, feminine and the neuter.
1.2 Definitions
"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)(1) of the Bankruptcy Code, including, but not
limited to, the actual, necessary costs and expenses, incurred
after the Petition Date, of preserving the Estate and
operating the business of the Debtor, including wages,
salaries, directors fees, or commissions for services rendered
after the commencement of the Chapter 11 Case, Professional
Claims, Claims arising under Section 365(g)(2)(A) or Section
503(b)(3) of the Bankruptcy Code, 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.
"Administrative Claims Reserve" means the reserve for payment
of Administrative Claims which may become Allowed Claims after
the Effective Date, in an amount equal to the sum of all
Administrative Claims (including claims for compensation and
expenses incurred in making a substantial contribution and
estimated fees and expenses of professionals through the
Effective Date) not paid in full on the Effective Date.
<PAGE>
"Administrative Convenience Claim" means a Claim (other than
Claims of holders of Debentures) against the Debtors that
otherwise would be classified as a Class 5 General Unsecured
Claim that is for $500 or less.
"Airways" means World Airways, Inc., a Delaware corporation.
"Airways Shares" means shares of common stock of Airways.
"Allowed Claim" means a Claim or any portion thereof (a) that
has been allowed by a Final Order, (b) as to which, on or by
the Effective Date, (i) no proof of claim has been filed with
the Bankruptcy Court and (ii) the liquidated and noncontingent
amount of which is Scheduled, other than a Claim that is
Scheduled at zero or as disputed, or (c) for which a proof of
claim in a liquidated amount 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 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 (d) that is
expressly allowed in a liquidated amount in the Plan.
"Allowed .Claim" means an Allowed Claim of the type described.
"Available Cash" means all cash and cash equivalents actually
received or held by the Liquidating Entity during a given
period in excess of amounts required for payment of its
operating expenses, including without limitation trade and
other accounts payable, professional fees and expenses,
salaries and benefits, taxes, and other amounts due or to
become due during such period.
"Avoidance Claims" means, subject to Article XI, the Debtors'
Causes of Action against Persons arising under sections 502,
510, 541, 544, 545, 547 through 551 and 553 of the Bankruptcy
Code, or under related state or federal statutes and common
law, including fraudulent transfer laws, whether or nor
litigation has been commenced to prosecute such Causes of
Action.
<PAGE>
"Ballot" means each of the ballot forms that are distributed
with the Disclosure Statement to holders of Claims in Classes
that are Impaired under the Plan and entitled to vote under
Article VI hereof in connection with the solicitation of
acceptances of the Plan.
"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. ss.ss. 101-1330.
"Bankruptcy Court" means the Bankruptcy Court of the United
States District Court for the District of Delaware or such
other court as may have jurisdiction over the Chapter 11
Cases.
"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 Cases or proceedings therein, and the Local
Rules of the Bankruptcy Court, as applicable to the Chapter 11
Cases or proceedings therein, as the case may be.
"Bar Date" means the deadline for filing all proofs of claims
established by the Bankruptcy Court, except Claims of
governmental units for which proofs of claim are filed, in
accordance with section 502(b)(9) of the Bankruptcy Code.
"Business Day" means any day, excluding Saturdays, Sundays and
legal holidays, on which commercial banks are open for
business in New York City.
"Cash" means legal tender of the United States.
<PAGE>
"Causes of Action" means any and all actions, causes of
action, suits, accounts, controversies agreements, promises,
rights to legal remedies, rights to equitable remedies, rights
to payment and claims, whether known, unknown, reduced to
judgment, not reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed,
secured or unsecured and whether asserted or assertable
directly or derivatively, in law, equity or otherwise.
"Chapter 11 Case" means, with respect to each Debtor, the
Chapter 11 Case of such Debtor, pending in the Bankruptcy
Court; and "Chapter 11 Cases" means the Chapter 11 Cases of
both Debtors.
"Claim" means a claim against the Debtor, whether or not
asserted, as defined in section 101(5) of the Bankruptcy Code.
"Claims Objection Deadline" means, except as provided in
Section 9.2, the Confirmation Date, unless extended by the
Bankruptcy Court for cause shown.
"Class" means a category of holders of Claims or holders of
Interests described in Article IV of the Plan.
"Class 3/4 Effective Date Assets" means all Effective Date
Remaining Assets other than the Class 5 Effective Date Assets.
"Class 5 Effective Date Assets" means (i) the amount of Cash
that is equal to the product of the total amount of Cash
included in the Effective Date Remaining Assets multiplied by
the Class 5 Percentage; (ii) the number of InteliData Shares
that is equal to the product of the total number of InteliData
Shares included in the Effective Date Remaining Assets
multiplied by the Class 5 Percentage; and (iii) the number of
Airways Shares that is equal to the product of the total
number of Airways Shares included in the Effective Date
Remaining Assets multiplied by the Class 5 Percentage.
<PAGE>
"Class 5 Percentage" means the percentage that is equal to the
ratio of the aggregate Face Amount of Claims in Class 5 to the
aggregate Face Amount of all Claims in Classes 3, 4 and 5.
"Closing Price" means, with respect to the Airways Shares or
the InteliData Shares, (i) the day's last trade price as
reported by NASDAQ or (ii) if no trades occurred on such day,
the average of the last "bid" and "ask" price reported by
NASDAQ for such day.
"Confirmation Date" means the date of entry of the
Confirmation Order.
"Confirmation Order" means the order, in form and substance
reasonably satisfactory to the Debtors and the Committee
entered by the Bankruptcy Court, confirming the Plan.
"Committee" means the Official Committee of Unsecured
Creditors appointed pursuant to section 1102(a) of the
Bankruptcy Code in WorldCorp's Chapter 11 Case.
"Cure" means the distribution within a reasonable period of
time following the Effective Date 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, 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.
"Debenture Indenture" means that certain Indenture dated as of
May 15, 1992, as amended, supplemented or otherwise modified
prior to the Petition Date, by and between WorldCorp and The
First National Bank of Boston, as indenture trustee, for which
State Street Bank and Trust company now serves as successor
indenture trustee.
"Debenture Trustee" means State Street Bank and Trust Company
as successor trustee to the First National Bank of Boston
under the Debenture Indenture, or its successor in interest.
<PAGE>
"Debenture Trustee Fees" means all unpaid fees, expenses and
other amounts payable to the Debenture Trustee under the terms
of the Debenture Indenture through the Effective Date.
"Debentures" means, collectively, the 7% Convertible
Subordinated Debentures due 2004 in the principal amount of
approximately $65 million issued pursuant to the Debenture
Indenture.
"Disallowed Claim" means a Claim, or any portion thereof, that
(a) has been disallowed by a Final Order, or (b) has not been
scheduled by the Debtor or is Scheduled at zero or as
contingent, disputed or unliquidated and as to which a proof
of claim Bar Date has been established and has passed but 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 otherwise deemed timely
filed under applicable law.
"Disclosure Statement" means the written disclosure statement
that relates to this Plan, as approved by the Bankruptcy Court
pursuant to section 1125 of the Bankruptcy Code and Bankruptcy
Rule 3017, as such disclosure statement may be amended,
modified or supplemented from time to time.
"Disputed Claim" means a Claim, or any portion thereof, that
is neither an Allowed Claim nor a Disallowed Claim, and
includes, without limitation, Claims that (a) (i) have not
been Scheduled by the Debtor or have been Scheduled at zero,
as unknown or as contingent, unliquidated or disputed and are
the subject of a timely filed proof of claim, or (ii) are the
subject of an objection in the Bankruptcy Court by the Debtor,
(b) the allowance or disallowance of which is not yet the
subject of a Final Order, and (c) contained claims arising
from disputes over the terms of the inter-creditor agreement.
"Disputed Claims Reserve" means the reserve, if any,
established on the Effective Date by the Liquidating Agent to
provide for the payment of Disputed Claims that are Allowed
after the Effective Date.
"Distribution Record Date" means the record date for purposes
of making distributions under the Plan on account of Allowed
Claims, which date shall be April 21, 2000.
<PAGE>
"Effective Date" means the Business Day on which all
conditions to the consummation of the Plan set forth in
Section 12.1 hereof have been satisfied or waived as provided
in Section 12.2 hereof and is the day upon which this Plan is
substantially consummated.
"Effective Date Remaining Assets" means all of the assets of
the Debtors other than (i) amounts to be paid on the Effective
Date to holders of Allowed Administrative Claims, Allowed
Priority Tax Claims, Allowed Class 1 Other Priority Claims,
and Allowed Class 2 Administrative Convenience Claims, and
(ii) the Reserved Assets.
"Estate" mean the bankruptcy estate of each of the Debtors
pursuant to section 541 of the Bankruptcy Code.
"Exhibit" means an exhibit annexed either to this Plan or as
an appendix to the Disclosure Statement.
"Existing Securities" means, collectively, the WorldCorp
Common Stock, the Senior Notes, and the Debentures.
"Face Amount" means, (a) with respect to Senior Notes Claims,
the amount owed by WorldCorp under the Senior Notes Indenture
as of the WorldCorp Petition Date; (b) with respect to the
Debenture Claims, the amount owed by WorldCorp under the
Debenture Indenture as of the WorldCorp Petition Date; (c)
with respect to a Disputed or Disallowed Claim, the full
stated amount claimed by the holder of such Claim in any proof
of Claim 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 (d) with respect to an
Allowed Claim other than a Senior Notes Claim or Debenture
Claim, the allowed amount of such Claim.
<PAGE>
"File" or "Filed" means filed with the Bankruptcy Court in the
Chapter 11 Cases.
"Final Distribution" means the distribution of the Final
Distribution Assets on the Termination Date.
"Final Distribution Assets" means all assets of the
Liquidating Entity other than the Wind-Up Reserve.
"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.
"Fiscal Year" means, with respect to the Debtor, the fiscal
year ending on December 31 of each year, or such other fiscal
year as the Debtor may designate.
"General Unsecured Claim" means a Claim that is not a Secured
Claim, Administrative Claim, Priority Tax Claim, Other
Priority Claim, Administrative Convenience Claim, Subordinated
Securities Claim or a Claim based upon the Senior Notes or the
Debentures.
"Impaired" refers to any Claim or Interest that is impaired
within the meaning of section 1124 of the Bankruptcy Code.
"Indemnification Rights" means any obligations or rights of
the Debtor to indemnify or contribute to the losses,
liabilities or expenses of an Indemnitee pursuant to the
Debtor's certificate of incorporation, bylaws or policy of
providing employee indemnification, or applicable state law or
specific agreement in respect of any claims, demands, suits,
causes of action or proceedings against an Indemnitee based
upon any act or omission related to an Indemnitee's service
<PAGE>
with, for or on behalf of the Debtor.
"Indemnitee" means all present and former directors, officers,
employees, agents, advisors or representatives of the Debtor
who are entitled to assert Indemnification Rights.
"Initial Distribution" means the initial distribution of
assets to the holders of Allowed Claims on the Effective Date
pursuant to Section 8.2.
"InteliData" means InteliData Technologies Corporation, a
Delaware corporation.
"InteliData Shares" means shares of common stock, par value
$.001 per share, of InteliData.
"Interest" means the rights of any current or former holder or
owner of any shares of common stock or any other equity
securities of WorldCorp authorized and issued prior to the
Confirmation Date.
"Internal Revenue Code" means the Internal Revenue Code of
1986, as amended.
"Liquidating Agent" means W. Joseph Dryer.
"Liquidating Committee" means three individuals, one of whom
shall be designated by RRF and two of whom shall be chosen by
the members of the Committee other than RRF and the Senior
Notes Trustee.
"Liquidating Entity" means the entity responsible under the
Plan for holding, administering, liquidating and distributing
the assets of the Debtors that are not Distributed to
creditors on the Effective Date. The Liquidating Entity shall
be the Debtors unless otherwise agreed between the Debtors and
the Committee prior to the Effective Date.
<PAGE>
"Liquidation Reserve" means a Cash reserve established by the
Liquidating Agent, in an amount to be specified in a budget
attached to the Confirmation Order, which shall be used for
payment of expenses of the Liquidating Agent and the
Liquidating Entity in performing their functions under Article
VIII of the Plan, including, but not limited to, expenses of
liquidating any assets held by the Liquidating Entity,
litigating any Pending Debtor Claims, preparing tax returns,
filing monthly operating reports in the Bankruptcy Cases (if
required), paying quarterly U.S. Trustee's fees (if required),
paying fees and expenses of professionals and agents retained
by the Liquidating Agent, paying other expenses incurred in
the administration of the Liquidating Entity, dissolving the
Debtors and, if applicable, WorldCorp LLC, making a final
distribution to creditors, and funding the Wind-Up Reserve, if
any.
"NASDAQ" means the National Association of Securities Dealers
Automated Quotation System.
"Other Priority Claim" means a Claim, if any, entitled to
priority pursuant to section 507(a) of the Bankruptcy Code
other than a Priority Tax Claim or an Administrative Claim.
"Pending Debtor Claims" means all Causes of Action and
Avoidance Claims that the Debtors have asserted against any
Person prior to the Effective Date in any adversary
proceeding, contested matter or other litigation and which, as
of the Effective Date, have not been waived, settled, released
or denied by Final Order of the court having jurisdiction over
the proceeding in which such Cause of Action or Avoidance
Claim was asserted.
"Person" means an individual, corporation, partnership, joint
venture, association, joint stock company, limited liability
company, limited liability partnership, trust, estate,
unincorporated organization or other entity.
"Petition Date" means, with respect to each Debtor, the date
on which such Debtor filed its petition commencing its Chapter
11 Case.
<PAGE>
"Plan" means this joint liquidating plan of reorganization
which is proposed by the Debtors for the resolution of
outstanding Claims and Interests in these Chapter 11 cases, as
such Plan may be amended from time to time in accordance with
the Bankruptcy Code and Section 13.2 herein.
"Post Petition Indemnification Rights" has the meaning given
to such term in Section 11.6.
"Priority Tax Claim" means a Claim entitled to priority
pursuant to section 507(a)(8) of the Bankruptcy Code.
"Pro Rata" means, at any time, the proportion that the Face
Amount of a Claim in a particular Class bears to the aggregate
Face Amount of all Claims (including Disputed Claims, but
excluding Disallowed Claims) in such Class, unless the Plan
provides otherwise.
"Professional" means a consultant, accountant, attorney or
other professional service provider retained by the Debtors
pursuant to Sections 327 and 1103 of the Bankruptcy Code or
otherwise.
"Professional Claim" means a Claim of a Professional for
compensation or reimbursement of costs and expenses relating
to services incurred after the Petition Date and prior to and
including the Effective Date.
"Reserved Assets" means (i) the Administrative Claims Reserve;
(ii) the Liquidation Reserve; (iii) the Cash, Airways Shares
and any other assets deposited in the Disputed Claims Reserve
on the Effective Date; (iv) all Pending Debtor Claims, if any;
(v) any tax-sharing receivable from The Atlas Companies, Inc.;
and (vi) any other assets of the Debtors that are neither
abandoned nor distributed on the Effective Date.
"RRF" means Rothschild Recovery Fund L.P., a Delaware limited
partnership.
"SEC" means the U.S. Securities and Exchange Commission.
<PAGE>
"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 Effective Date or such later date as is
established by the Bankruptcy Court, of such security 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 the Debtor and the holder of such
Claim.
"Senior Notes" means, collectively, the Senior Notes due
September 30, 2000 in the principal amount of $5 million
issued pursuant to the Senior Notes Indenture.
"Senior Notes Claims" means all Claims arising under the terms
of the Senior Notes Indenture, including Claims for payment of
principal, pre- and post-petition interest, and Senior Notes
Trustee Fees, whether arising before, on or after the Petition
Date.
"Senior Notes Indenture" means that certain Indenture dated as
of September 30, 1996, as amended, supplemented or otherwise
modified prior to the Petition Date, by and between WorldCorp
and the Senior Notes Trustee.
"Senior Note Claim Recovery Amount" means, with respect to a
holder of Senior Notes, an amount equal to the sum of the
aggregate principal amount of Senior Notes held by such
holder, plus unpaid interest thereon at the rate of ten
percent (10%) per annum through February 11, 1999, plus
interest on such unpaid pre-petition interest at the rate of
ten percent (10%) per annum, plus interest on the aggregate
principal amount of Senior Notes held by such holder at the
rate of ten percent (10%) per annum from February 12, 1999,
through the day immediately preceding the date of the Initial
Distribution to holders of Allowed Class 3 Senior Notes
Claims.
"Senior Notes Trustee" means Norwest Bank Minnesota, National
Association, or its successor, in its capacity as trustee
under the terms of the Senior Notes Indenture.
<PAGE>
"Senior Notes Trustee Fees" means all unpaid fees, expenses
and other amounts payable to the Senior Notes Trustee under
the terms of the Senior Notes Indenture through the Effective
Date.
"Subordinated Securities Claim" means a Claim subject to
subordination under section 510(b) of the, Bankruptcy Code
that arises from rescission of, or for damages, reimbursement
or contribution with respect to, a purchase or sale of
WorldCorp Common Stock or other equity securities of WorldCorp
prior to the Petition Date.
"Termination Date" means the date upon which the Liquidating
Agent makes the Final Distribution from the Liquidating
Entity.
"Transaction Documents Filing Date" means the date that the
Transaction Documents shall be filed with the Court, which
date shall be at least five Business Days prior to the date
set by the Bankruptcy Court as the initial date to consider
confirmation of the Plan.
"Transaction Documents" means any material definitive
agreements to be entered into on the Effective Date in
connection with the consummation of the transactions
contemplated by the Plan and Disclosure Statement
"Treasury Regulations" means all final, temporary and proposed
regulations promulgated under the Internal Revenue Code of
1986, as amended.
<PAGE>
"Unclaimed Distributions" means distributions to holders of
Allowed Class 3 Senior Notes Claims, Allowed Class 4
Debentures Claims, and Allowed Class 5 General Unsecured
Claims that are returned as undeliverable.
"Unclaimed Distributions Reserve" means the reserve created
with the distributions with respect to Allowed Class 5 General
Unsecured Claims that are returned as undeliverable which may
be claimed after the Effective Date, but are not distributed
with respect to Disputed Claims as of the Effective Date.
"Unimpaired" refers to any Claim or Interest which is not
Impaired.
"Value" means, as of any measurement date, (i) with respect to
Cash, the face amount of such Cash, (ii) with respect to
Airways Shares or InteliData Shares, the weighted average of
the Closing Prices of such shares for the 10-day period ending
on the Business Day immediately preceding the Confirmation
Date, (iii) with respect to office equipment and supplies, the
greater of the highest cash bid price or the average of the
prices quoted in writing by three independent parties (which
may be dealers in such assets) with expertise in valuing
equipment or supplies of that type, and (iv) with respect to
any other assets, the fair market value of such assets as
determined by an independent professional experienced in
valuing such assets, or by the Bankruptcy Court.
"Wind-Up Reserve" means a Cash reserve to be established by
the Liquidating Agent at the time of making a final
distribution to creditors for purposes of paying the expenses
of such final distribution and winding up the affairs of the
Liquidating Entity after such final distribution, including
the projected costs of dissolving the Liquidating Entity,
preparing final tax returns, filing reports or other documents
in the Chapter 11 Cases or under applicable nonbankruptcy law,
and storing or disposing of records and any other property of
the Liquidating Entity.
"WorldCorp Common Stock" means shares of WorldCorp common
stock and all options, warrants or rights, contractual or
otherwise, if any, to acquire any such common stock.
"WorldCorp LLC" means a limited liability company established
under Delaware law to be the Liquidating Entity if so required
by the Plan.
"WorldCorp LLC Operating Agreement" means the agreement
establishing WorldCorp LLC if so required by the Plan.
<PAGE>
1.3 Rules of Interpretation
For purposes of the Plan (a) any reference in the Plan to a
contract, instrument, release, indenture or other agreement or
document being in a particular form or on particular terms and
conditions means that such document shall be substantially in
such form or substantially on such terms and conditions, (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, (e)
captions and headings to Articles and Sections are inserted
for convenience of reference only and are not intended to be a
part of or to affect the interpretation of the Plan, and (f)
the rules of construction set forth in section 102 of the
Bankruptcy Code and in the Bankruptcy Rules shall apply.
1.4 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.
1.5 Exhibits and Transaction Documents. All Exhibits and
Transaction Documents are incorporated into and are a part of
the Plan as if set forth in full herein. All Transaction
Documents shall be Filed with the Bankruptcy Court on or
before the Transaction Documents Filing Date. After the
Transaction Documents Filing Date, copies of the Transaction
Documents can be obtained upon written request to Delaware
Legal Copy, 824 North Market Street, Suite 527, Wilmington, DE
19801, telephone (302) 426-1570, fax (302) 426-1586.
<PAGE>
ARTICLE II
SUBSTANTIVE CONSOLIDATION
2.1 Substantive Consolidation of Cases for Purposes of
Distributions. The Plan is predicated upon, and it is a
condition precedent to confirmation of the Plan that the Court
provides in the Confirmation Order for, substantive
consolidation of the Chapter 11 Cases of the Debtors into a
single Chapter 11 case for purposes of this Plan and the
distributions hereunder. Pursuant to such final order, (i) all
assets and liabilities of the Debtors will be merged, (ii) any
obligations executed by either Debtor will be deemed to be one
obligation of the Debtors, (iii) any claims filed or to be
filed in connection with any such obligation will be deemed
one claim against the Debtors, (iv) each Claim filed in the
Chapter 11 case of either Debtor will be deemed filed against
the Debtors in the consolidated Chapter 11 case, in accordance
with the substantive consolidation of the assets and
liabilities of the Debtors and, and (v) all transfers,
disbursements and distributions made by either Debtor will be
deemed to be made by both of the Debtors. Holders of Allowed
Claims in each Class shall be entitled to their Pro Rata share
of assets available for distribution to such Class without
regard to which Debtor was originally liable for such Claim.
ARTICLE III
ADMINISTRATIVE EXPENSES
AND PRIORITY TAX CLAIMS
3.1 Administrative Claims. On the Effective Date, or as soon
thereafter as practicable, each holder of an Allowed
Administrative Claim shall be entitled to 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 the Debtors and such
holder shall have agreed upon in writing; provided, however,
that Allowed Administrative Claims with respect to liabilities
incurred by the Debtors in the ordinary course of business
during the Chapter 11 Cases shall, at the option of the
Debtors, be paid in the ordinary course of business in
accordance with the terms and conditions of any agreements
relating thereto. Each Administrative Claim that becomes an
Allowed Administrative Claim after the Effective Date shall be
paid in Cash by the Liquidating Agent from the Administrative
Claims Reserve and, to the extent the Administrative Claims
Reserve is inadequate for such purpose, from other Cash of the
Liquidating Entity within five (5) Business Days after such
claim becomes an Allowed Administrative Claim.
<PAGE>
3.2 Priority Tax Claims. With respect to each Allowed Priority Tax
Claim, at the sole option of the Debtors, the holder of an
Allowed Priority Tax Claim shall be entitled to receive on
account of such Allowed Priority Tax Claim, in full
satisfaction, settlement, release and discharge of and in
exchange for such Allowed Priority Tax Claim, (a) equal Cash
payments made on the last Business Day of every three-month
period following the Effective Date, over a period not
exceeding six years after the date of assessment of the tax on
which such Claim is based, totaling the principal amount of
such Claim plus simple interest on any outstanding balance
from the Effective Date calculated at the interest rate
available on ninety (90) day United States Treasury Bills on
the Effective Date, (b) such other treatment agreed to by the
holder of such Allowed Priority Tax Claim and the Debtors or
the Liquidating Agent, provided such treatment is on more
favorable terms to the Debtors or the Liquidating Agent, as
the case may be, than the treatment set forth in clause (a)
hereof, or (c) payment in full in Cash on the later of the
Effective Date or within five (5) Business Days after such
Claim becomes an Allowed Claim.
ARTICLE IV
CLASSIFICATION OF CLAIMS AND INTERESTS
Pursuant to section 1122 of the Bankruptcy Code, set forth
below is a designation of classes of Claims against and Interests in the
Debtors. A Claim or Interest is also placed in a particular Class for the
purposes of voting on the Plan and of receiving distributions pursuant to the
Plan only to the extent that such Claim or Interest is an Allowed Claim or
Interest in that Class and such Claim or Interest has not been paid, released or
otherwise settled prior to the Effective Date. In accordance with section
1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims
of the kinds specified in sections 507(a)(1) and 507(a)(8) of the Bankruptcy
Code have not been classified and their treatment is set forth in Article II
above.
4.1 Class 1. Class 1 consists of all Other Priority Claims.
4.2 Class 2. Class 2 consists of all Administrative Convenience
Claims.
4.3 Class 3. Class 3 consists of all Senior Notes Claims.
4.4 Class 4. Class 4 consists of all Debentures Claims.
4.5 Class 5. Class 5 consists of all General Unsecured Claims.
<PAGE>
4.6 Class 6. Class 6 consists of all Interests and Subordinated
Securities Claims.
ARTICLE V
IDENTIFICATION OF CLASSES OF CLAIMS AND
INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN
5.1 Unimpaired Classes of Claims and Interests. Class 1 (Other
Priority Claims) and Class 2 (Administrative Convenience
Claims) are not Impaired by the Plan.
5.2 Impaired Classes of Claims and Interests. Class 3 (Senior
Notes Claims), Class 4 (Debentures Claims), Class 5 (General
Unsecured Claims), and Class 6 (Interests) are Impaired
Classes under the Plan.
ARTICLE VI
PROVISIONS FOR TREATMENT
OF CLAIMS AND INTERESTS
6.1 Class 1 (Other Priority Claims). On the Effective Date, each
holder of an Allowed Class 1 Other Priority Claim, if any, shall
receive, in full satisfaction, settlement, release, and discharge
of and in exchange for such Allowed Class 1 Other Priority Claim,
(a) Cash equal to the amount of such Allowed Class 1 Other
Priority Claim, or (b) such other treatment as to which the
Debtor and such holder shall have agreed upon in writing.
6.2 Class 2 (Administrative Convenience Claims). On the Effective
Date, each holder of an Allowed Class 2 Administrative
Convenience Claim, if any, shall receive, in full satisfaction,
settlement, release and discharge of and in exchange for such
Class 2 Administrative Convenience Claim, Cash equal to the
amount of such Allowed Claim.
6.3 Class 3 (Senior Notes Claims). On the Effective Date, the Senior
Notes Trustee Fees shall be paid in Cash, and each other holder
of an Allowed Class 3 Senior Notes Claim shall receive Cash in an
aggregate amount equal to such holder's Senior Note Claim
Recovery Amount. All distributions to holders of Class 3 Senior
Notes Claims shall be made from the Class 3/4 Effective Date
Assets.
<PAGE>
6.4 Class 4 (Debentures Claims). On the Effective Date, the Debenture
Trustee Fees shall be paid in Cash from the Class 3/4 Effective
Date Assets. Each holder of an Allowed Class 4 Debenture Claim
other than the Debenture Trustee shall receive, (a) on the
Effective Date, (i) a Pro Rata distribution of the remaining Cash
included in the Class 3/4 Effective Date Assets; and (ii) if such
holder is offered the opportunity to receive a distribution of
Airways Shares and such holder so elects, a Pro Rata distribution
of the Airways Shares included in the Class 3/4 Effective Date
Assets; and (b) on the Termination Date, the distributions
provided in Section 8.4 of the Plan. Any Airways Shares included
in the Class 3/4 Effective Date Assets that are not distributed
to holders of Allowed Class 4 Debenture Claims on the Effective
Date will be held by the Liquidating Entity for sale or other
disposition for the benefit of holders of Allowed Class 4
Debentures Claims as their interests may appear.
6.5 Class 5 (General Unsecured Claims). Each holder of an Allowed
Class 5 General Unsecured Claim shall receive, (a) on the
Effective Date, (i) a Pro Rata distribution of the Cash included
in the Class 5 Effective Date Assets; and (ii) if such holder is
offered the opportunity to receive a distribution of Airways
Shares and such holder so elects, a Pro Rata distribution of the
Airways Shares included in the Class 5 Effective Date Assets; and
(b) on the Termination Date, the distributions provided in
Section 8.4 of the Plan. Any Airways Shares included in the Class
5 Effective Date Assets that are not distributed to holders of
Allowed Class 5 General Unsecured Claims on the Effective Date,
and any Airways Shares that are included in the Class 5 Effective
Date Assets, will be held by the Liquidating Entity for sale or
other disposition for the benefit of holders of Allowed Class 5
General Unsecured Claims as their interests may appear.
6.6 Class 6 (Interests) Holders of Interests and Subordinated
Securities in Class 6 shall receive no distribution under the
Plan. On the first Business Day after the Effective Date, all
outstanding shares of WorldCorp Common Stock and all other
interests in the Debtors shall be cancelled without further
action of any party. The Debtors shall be dissolved at the time
and in the manner described in Section 8.6.
<PAGE>
ARTICLE VII
ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE OR MORE
IMPAIRED CLASSES OF CLAIMS OR INTERESTS
7.1 Impaired Classes of Claims and Interests Entitled to Vote.
Subject to Section 7.6 of the Plan, the holders of Claims or
Interests in each Impaired Class of Claims or Interests are
entitled to vote as a class to accept or reject the Plan.
7.2 Acceptance by an Impaired Class. In accordance with section
1126(c) of the Bankruptcy Code and except as provided in section
1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall
have accepted the Plan if the Plan is accepted by 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 that have
timely and properly voted to accept or reject the Plan.
7.3 Presumed Acceptances by Unimpaired Classes. Claims in Class 1
(Other Priority Claims) and Class 2 (Administrative Convenience
Claims) are Unimpaired by the Plan. Under section 1126(f) of the
Bankruptcy Code, the holders of such Claims and Interests are
conclusively presumed to accept the Plan and the votes of such
holders will not be solicited.
7.4 Classes Deemed to Reject Plan. Holders of Interests in Class 6
will not receive or retain any property under the Plan. Holders
of Interests in Class 6 will be deemed to reject the Plan in
accordance with section 1126(g) of the Bankruptcy Code and their
votes will not be solicited.
7.5 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code.
As holders of Interests in Class 6 will be deemed to reject the
Plan, the Debtors will request confirmation of the Plan, as it
may be modified from time to time, under section 1129(b) of the
Bankruptcy Code.
7.6 Confirmability and Severability of the Plan. The confirmation
requirements of section 1129 of the Bankruptcy Code must be
satisfied with respect to the Debtors. The Debtors reserve the
right to alter, amend, modify, revoke or withdraw the Plan. A
determination by the Bankruptcy Court that the Plan as it applies
to the Debtors is not confirmable pursuant to section 1129 of the
Bankruptcy Code shall not limit or affect the Debtors' ability to
modify the Plan to satisfy the confirmation requirements of
section 1129 of the Bankruptcy Code.
<PAGE>
ARTICLE VIII
MEANS FOR IMPLEMENTATION OF THE PLAN
The Plan is to be implemented in a manner consistent with the
provisions of section 1123 of the Bankruptcy Code. The Plan contemplates that
the following will occur.
8.1 Allocation of Assets. On the Effective Date, prior to making any
distribution, the Liquidating Agent shall allocate the assets of
the Debtors as follows:
(a) Cash shall be allocated: first to the Allowed
Administrative Claims; second, to the Administrative
Claims Reserve; third, to the Liquidation Reserve;
fourth, to the Allowed Priority Tax Claims; fifth, to
the Allowed Class 1 Other Priority Claims; sixth, to
the Allowed Class 2 Administrative Convenience
Claims; and seventh, on a pari passu basis, to the
Class 5 Effective Date Distributable Assets in
accordance with the Class 5 Percentage and to the
Class 3/4 Effective Date Distributable Assets to the
extent of the remaining Cash; and
(b) Airways Shares, if any, shall be allocated, on a pari
passu basis, to the Class 5 Effective Date Assets in
accordance with the Class 5 Percentage and to the
Class 3/4 Effective Date Assets to the extent of the
remaining Airways Shares.
8.2 Initial Distribution of Assets. Subject to Section 12.2, on the
Effective Date, the Liquidating Agent will:
(a) pay (i) the Allowed Administrative Claims, (ii) subject
to Section 3.2, the Allowed Priority Tax Claims, (iii)
the Allowed Class 1 Other Priority Claims, and (iv) the
Allowed Class 2 Administrative Convenience Claims in
Cash;
(b) deposit in the Administrative Claims Reserve Cash in an
amount equal to the sum of all Administrative Claims
(including claims for compensation and expenses
incurred in making a substantial contribution and
estimated fees and expenses of professionals through
the Effective Date) not paid in full on the Effective
Date;
<PAGE>
(c) deposit in the Liquidation Reserve Cash in an amount
specified in the budget attached to the Confirmation
Order;
(d) (i) distribute the Class 5 Effective Date Assets
consisting of Cash to the holders of Allowed Class 5
General Unsecured Claims; (ii) if holders of Allowed
Class 5 General Unsecured Claims have been offered the
opportunity to receive a distribution of Airways
Shares, distribute to each holder that so elects a Pro
Rata portion of the Airways Shares included in the
Class 5 Effective Date Assets; and (iii) deliver any
Airways Shares included in the Class 5 Effective Date
Assets that are not distributed to holders of Allowed
Class 5 General Unsecured Claims on the Effective Date
to the Liquidating Entity to be held by the Liquidating
Entity for sale or other disposition for the benefit of
holders of Allowed Class 5 General Unsecured Claims as
their interests may appear;
(e) distribute to the Senior Notes Trustee, from the Class
3/4 Effective Date Assets, (i) Cash in an amount equal
to the Senior Notes Trustee Fees and, (ii) for the
account of the holders of Allowed Class 3 Senior Notes
Claims, Cash equal to each holder's Senior Note Claim
Recovery Amount;
(f) distribute to the Debenture Trustee, from the Class 3/4
Effective Date Assets, Cash in an amount equal to the
Debenture Trustee Fees; and
(g) from the Class 3/4 Effective Date Assets that remain
after the distributions with respect to the Senior
Notes Trustee Fees, the Debenture Trustee Fees and the
Class 3 Senior Notes Claims, (i) distribute to the
Debenture Trustee for the account of the holders of
Allowed Class 4 Debenture Claims, the remaining Cash
included in the Class 3/4 Effective Date Assets; (ii)
if holders of Allowed Class 3/4 Debenture Claims have
been offered the opportunity to receive a distribution
of Airways Shares, distribute to each holder that so
elects a Pro Rata portion of the Airways Shares
included in the Class 3/4 Effective Date Assets; and
(iii) deliver any Airways Shares included in the Class
3/4 Effective Date Assets that are not distributed to
holders of Allowed Class 4 Debenture Claims on the
Effective Date to the Liquidating Entity to be held by
the Liquidating Entity for sale or other disposition
for the benefit of Allowed Class 4 Debenture Claims as
their interests may appear.
<PAGE>
8.3 Distribution Procedures.
(a) Time of Distributions. The Initial Distribution to
holders of Allowed Claims entitled to receive a
distribution under the Plan shall be made on the
Effective Date. Notwithstanding the foregoing, if the
Effective Date does not occur within 10 days after the
Confirmation Order is entered, then, subject to
Bankruptcy Court approval in the Confirmation Order,
and provided the Confirmation Order is then in effect
and has not been stayed, on the first business day
after the tenth day after the Confirmation Order is
entered, the Liquidating Agent shall make the Initial
Distribution to holders of Allowed Class 3 Senior Notes
Claims. If the Bankruptcy Court declines to approve a
distribution to holders of Class 3 Senior Notes Claims
before the Effective Date, the Initial Distribution to
holders of Allowed Class 3 Senior Notes Claims will
occur on the Effective Date or as promptly thereafter
as possible.
(b) Interest on Claims. Unless otherwise specifically
provided for in the Plan, Confirmation Order, or
required by applicable bankruptcy law, post-petition
interest shall not accrue or be paid 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. For
federal income tax purposes and to the extent allowable
under applicable Treasury Regulations, a distribution
will be allocated to the principal amount of an Allowed
Claim first and then, to the extent the distribution
exceeds the principal amount of the Allowed Claim, to
the portions of the Allowed Claim representing accrued
but unpaid pre-petition or post-petition interest.
(c) Liquidating Agent. Subject to Section 12.2, the
Liquidating Agent shall make all distributions required
to be made under this Plan on the Effective Date.
Distributions of assets to holders of Allowed Class 3
Senior Notes Claims shall be deposited with the Senior
Notes Trustee, or to the extent directed in writing by
the Senior Note Trustee, distributed directly to the
beneficial holders of the Senior Notes. Distributions
of assets to holders of Allowed Class 4 Debentures
Claims shall be deposited with the Debenture Trustee.
Distributions of assets to holders of Allowed Class 5
General Unsecured Claims shall be made directly to such
holders. Any Airways Shares that are not distributed to
holders of Allowed Class 4 Debenture Claims or Allowed
Class 5 General Unsecured Claims shall be held by the
Liquidating Entity for sale or other disposition for
the benefit of such holders. The Senior Notes Trustee
and the Debenture Trustee shall deliver distributions
deposited with them to the holders of such Claims in
accordance with the provisions of this Plan; provided,
however, that if the Senior Notes Trustee and the
Debenture Trustee, respectively, are unable to make
such distributions, the Liquidating Agent, with the
cooperation of the Senior Notes Trustee and the
Debenture Trustee, shall make such distributions.
<PAGE>
(d) Surrender of Securities or Instruments. On or before
the Effective Date, or as soon as practicable
thereafter, each holder of an instrument evidencing a
Claim on account of a Senior Note or a Debenture (a
"Certificate") shall surrender such Certificate to the
Senior Notes Trustee or the Debenture Trustee, as the
case may be, and such Certificate shall be canceled. No
distribution of property hereunder shall be made to or
on behalf of any such holder unless and until such
Certificate is received by the Senior Notes Trustee or
the Debenture Trustee, as the case may be, or the
unavailability of such Certificate is reasonably
established to the satisfaction of the Senior Notes
Trustee or the Debenture Trustee, as the case may be,
by delivery of an affidavit of loss that includes an
undertaking to indemnify the Senior Notes Trustee or
the Debenture Trustee, as the case may be, against
liability with respect to such lost certificate.
(e) Services of Indenture Trustees, Agents and Servicers.
The fees and expenses, with respect to consummation of
the Plan, of indenture trustees, agents and servicers
under indentures and other agreements that govern the
rights of holders of Claims, shall be paid as provided
in Section 8.2(e) and (f) of the Plan. Fees and
expenses of the Debenture Trustee accruing after the
Effective Date with respect to its role as distribution
agent for holders of the Allowed Class 4 Debenture
Claims shall be paid in full as an Administrative Claim
as and when the same shall become due.
(f) Record Date for Distributions to Holders of Senior
Notes and Debentures. At the close of business on the
Distribution Record Date, the transfer ledgers of the
Senior Notes Trustee and the Debenture Trustee shall be
closed, and there shall be no further changes in the
record holders of the Senior Notes or the Debentures.
The Debtors, the Senior Notes Trustee, the Debenture
Trustee and the Liquidating Agent shall have no
obligation to recognize any transfer of such Senior
Notes or Debentures occurring after the Distribution
Record Date, and shall be entitled instead to recognize
and deal for all purposes hereunder with only those
record holders stated on the transfer ledgers as of the
close of business on the Distribution Record Date.
(g) Delivery of Distributions. Distributions to holders of
Allowed Claims shall be made by the Liquidating Agent,
Senior Notes Trustee or the Debenture Trustee, as the
case may be, (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 the Debtor has been notified of a change of
address), (b) at the addresses set forth in any written
notices of address changes delivered to the Liquidating
Agent after the date of any related proof of claim, (c)
at the addresses reflected in the Schedules if no proof
of claim has been filed and the Liquidating Agent has
not received a written notice of a change of address,
(d) in the cases of the holders of an Allowed Class 3
Senior Note Claim, at the addresses contained in the
official records of the Senior Notes Trustee or
directly to the beneficial owners of the Senior Notes
if so directed by the Senior Notes Trustee, or (e) in
the case of the holder of an Allowed Class 4 Debentures
Claim, at the addresses contained in the official
records of the Debenture Trustee. Unclaimed
Distributions to holders of Allowed Class 3 Senior
Notes Claims or holders of Allowed Class 4 Debentures
claims shall be retained and administered by the Senior
Notes Trustee or the Debentures Trustee, as applicable,
in accordance with the terms of the Senior Notes
Indenture or the Debenture Indenture, as applicable.
Any other Unclaimed Distributions shall be transferred
to the Liquidating Entity to be placed in the Unclaimed
Distributions Reserve. All claims for Unclaimed
Distributions shall be made before the first (1st)
anniversary of the Effective Date, or the Termination
Date, whichever is sooner. On such date, all Unclaimed
Distributions shall revert to the Liquidating Entity
and the holders of the Claims entitled to such
Unclaimed Distributions shall be forever barred from
receiving such Unclaimed Distributions, which shall be
distributed as part of the Final Distribution in
accordance with Section 8.4.
(h) Procedures for Treating and Resolving Disputed and
Contingent Claims.
(i) No Distributions Pending Allowance. No payments or
distributions will 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 a Final Order, and
the Disputed Claim has become an Allowed Claim. All
objections to Claims must be filed on or before the
Claims Objection Deadline.
<PAGE>
(ii) Disputed Claims Reserve. All distributions with respect
to Disputed Claims shall be deposited in the Disputed
Claims Reserve. The Debtor will request estimation for
every Disputed Claim that is contingent or
unliquidated, and the Liquidating Agent will deposit
distributions with respect to such Claims in the
Disputed Claims Reserve based upon the estimated amount
of each such Claim as set forth in a Final Order.
(i) Fractional Securities; De Minimus Distributions. Any
other provision of the Plan notwithstanding, payments
of fractions of shares constituting distributable
assets shall not be made. Whenever any payment of a
fraction of a share under the Plan would otherwise be
called for, the actual payment made shall reflect a
rounding of such fraction to the nearest whole share
(up or down), with half shares being rounded down.
8.4 The Liquidating Entity; Duties of the Liquidating Agent.
(a) Identity and Management of Liquidating Entity. The
Debtors shall be the Liquidating Entity unless the
Debtors and the Committee agree prior to the Effective
Date that WorldCorp LLC should be formed to be the
Liquidating Entity. The Liquidating Entity shall be
managed by the Liquidating Agent under the supervision
of the Liquidating Committee.
(b) Assets of the Liquidating Entity. The Liquidating
Entity will hold and administer the following assets:
(i) the Administrative Claims Reserve; (ii) the
Liquidation Reserve; (iii) the Disputed Claims Reserve;
(iv) all Pending Debtor Claims, if any; (v) any Airways
Shares owned by the Debtors as of the Effective Date
that are not distributed to holders of Allowed Class 4
Debentures Claims and holders of Allowed Class 5
General Unsecured Claims pursuant to Section 12.2; (vi)
any tax-sharing receivable from The Atlas Companies,
Inc.; and (vii) any other assets of the Debtors that
are neither abandoned nor distributed on the Effective
Date. If WorldCorp LLC is the Liquidating Entity, the
Liquidating Agent, on behalf of the Debtors, will
transfer and assign the foregoing assets to WorldCorp
LLC on the Effective Date. Office equipment and
supplies shall be sold by the Liquidating Agent for
Cash equal to the Value of such equipment and supplies,
and the net proceeds of such sales shall be
administered by the Liquidating Entity.
<PAGE>
(c) Operations of the Liquidating Entity. The Liquidating
Entity shall perform its stated purposes in a manner
consistent with the nature of the assets to be
administered, obligations to be satisfied, claims to be
disputed, and causes of action to be pursued. During
the term of its existence, the Liquidating Entity will
comply with all of its obligations, including, but not
limited to, obligations arising by operation of law or
pursuant to the terms of the Plan.
(d) Powers and Duties of Liquidating Agent. Subject to the
consent of the Liquidating Committee, the Liquidating
Agent shall have all duties, powers, and standing and
authority necessary to implement the Plan and to
administer and liquidate the Reserved Assets and any
other assets of the Liquidating Entity for the benefit
of holders of Allowed Claims. The Liquidating Agent's
powers shall include, without limitation, the
following:
(i) Administration of the Administrative Claims
Reserve;
(ii) Administration of the Liquidation Reserve;
(iii) Administration of the Unclaimed Distributions
Reserve;
(iv) Investing any cash of the Liquidating Entity;
(v) Selling or otherwise transferring for value
any Airways Shares or other assets that are
included in the Reserved Assets;
(vi) Filing with the Bankruptcy Court the reports
required by the Plan;
(vii) Preparing and filing of tax and
informational returns for the Liquidating
Entity;
<PAGE>
(viii) Retaining such Professionals as the
Liquidating Agent may in its discretion deem
necessary for the operation and management
of the Liquidating Entity;
(ix) Compromising or settling any Claims against
the Debtors;
(x) Setting off amounts owed to the Debtors
against any and all amounts otherwise due to
be distributed to the holder of a Claim
under the Plan;
(xi) Abandoning any Reserved Assets that cannot
be sold or otherwise disposed of for Value
and whose distribution to holders of Allowed
Claims would not be feasible or
cost-effective in the reasonable judgment of
the Liquidating Agent;
(xii) The Liquidating Agent shall also administer
the Disputed Claims Reserve, which shall be
maintained as a separate, segregated fund as
described in Section 8.7. The Liquidating
Agent's services as manager of the
Liquidating Entity and administrator of the
Disputed Claims Reserve shall be considered
as being provided in separate capacities.
The Liquidating Entity shall indemnify the
Liquidating Agent for its actions as
administrator of the Disputed Claims Reserve
to the fullest extent allowed by law; and
(xiii) The Liquidating Agent shall be deemed the
representative of the estate under ss.
1123(b)(3)(B) of the Bankruptcy Code with
all rights to pursue or settle, in the
Liquidating Agent's discretion, any and all
Pending Debtor Claims held by the
Liquidating Entity. Any recoveries therefrom
shall be distributed in accordance with the
provisions of the Plan.
(xiv) The Liquidating Agent may increase or
decrease the amount of the Liquidation
Reserve as it may in its discretion deem
necessary upon thirty (30) days prior
written notice to the Debenture Trustee. If
excess funds remain in the Liquidation
Reserve, such excess funds shall distributed
as part of the Final Distribution.
(e) Tax Valuation of Assets. As soon as possible after the
Effective Date, but in no event later than thirty (30)
days thereafter, the Liquidating Agent shall determine,
in good faith, the value of the assets (other than
Cash) distributed to holders of Allowed Claims and, if
applicable, transferred to WorldCorp LLC under the
Plan. The value determined by the Liquidating Agent
shall be conclusive absent manifest error. All parties
(including, without limitation, the Debtors, the
Liquidating Agent, the holders of Allowed Claims and
the members of WorldCorp LLC) shall use this valuation
for all federal income tax purposes. This valuation
shall be made available by the Liquidating Agent upon
written request of the parties or their assigns.
(f) Distributions by the Liquidating Agent. Subject to the
consent of the Liquidating Committee, the Liquidating
Agent will be empowered to make both periodic
distributions and a final distribution.
(i) Offer to Distribute Airways Shares. If Airways Shares
held by the Liquidating Entity are registered for
public distribution on Form S-3 under the Securities
Act of 1933, then, within ten (10) days after such
registration becomes effective, the Liquidating Agent
shall offer, in accordance with applicable securities
laws, to each holder of an Allowed Class 4 Debenture
Claim and to each holder of an Allowed Class 5 General
Unsecured Claim, the opportunity to elect to receive
any unsold Airways Shares allocated to such Allowed
Claim under this Plan. The Liquidating Agent shall (A)
distribute to holders of Allowed Class 4 Debentures
Claims or Allowed Class 5 Debentures Claims that elect
to receive distributions of Airways Shares, the Airways
Shares that are allocated to their Allowed Claims; and
(B) hold any remaining Airways Shares for sale or other
disposition for the benefit of holders of Allowed Class
4 Debentures Claims or Allowed Class 5 General
Unsecured Claims that have not elected to receive
distributions of Airways Shares. The beneficial
interests of creditors in the Liquidating Entity shall
be adjusted as necessary to take account of any such
distributions to creditors. Notwithstanding the
foregoing, the Liquidating Agent shall not be required
to make de minimus distributions of Airways Shares.
<PAGE>
(ii) Sales or Other Dispositions of Undistributed Airways
Shares. The Liquidating Agent shall have the right to
sell, or otherwise dispose of, any Airways Shares held
by the Liquidating Entity that are not distributed to
creditors under the Plan at a price and in a manner
that, in the judgment of the Liquidating Agent, will
maximize the value of such shares. Upon a sale of
Airways Shares, the Liquidating Agent shall distribute
all net proceeds of the sale of such shares to the
holders of Allowed Class 4 and 5 Claims, as their
interests dictate; provided, however, that the
Liquidating Agent will not be required to make de
minimus distributions.
(iii)Tax-Sharing Receivables, Avoidance Actions and Other
Causes of Actions. Net proceeds received under the
tax-sharing arrangements with The Atlas Companies, Inc.
or as a result of Pending Debtor Claims will be
distributed on an interim basis, or as a part of the
Final Distribution; provided, however, that the
Liquidating Agent will not be required to make de
minimus distributions.
(iv) Final Distribution. On the Termination Date, the
Liquidating Agent shall
(A) establish the Wind-Up Reserve;
(B) distribute to holders of Allowed
Class 5 General Unsecured Claims, in
accordance with their interests, the
Final Distribution Assets held for
their account; provided, however,
that the Liquidating Agent will not
be required to make de minimus
distributions; and
<PAGE>
(C) distribute to the Debenture Trustee
for the account of holders of
Allowed Class 4 Debenture Claims, in
accordance with their interests, the
Final Distribution Assets remaining
after the distribution to holders of
Allowed Class 5 General Unsecured
Claims.
(v) Remaining Funds. If funds remain in the Wind-Up Reserve
after the Liquidating Agent has performed all of his
responsibilities under the Plan, such excess funds
shall be delivered to the Debenture Trustee for
supplemental distribution to holders of Allowed Class 4
Debenture Claims; provided, however, that the Debenture
Trustee shall not be required to make de minimus
distributions. The Debenture Trustee shall be entitled
to deduct from any such supplemental distribution its
fees and expenses for making such supplemental
distribution.
(g) Timing of Final Distribution. Subject to the consent of
the Liquidating Committee, the Liquidating Agent shall
make the Final Distribution when, (i) in the reasonable
judgment of the Liquidating Agent there are no sources
of potential Available Cash for distribution; and (ii)
there remain no Disputed Claims; and (iii) the
Liquidating Agent is in a position to make the Final
Distribution in accordance with applicable law, but in
any event the Liquidating Agent shall make the Final
Distribution no later than two (2) years after the
Effective Date or as soon thereafter as the Liquidating
Agent is in a position to make the Final Distribution
in accordance with applicable law. The date on which
the Final Distribution is made is referred to as the
"Termination Date."
(h) Discharge of Liquidating Agent. After making the Final
Distribution, the Liquidating Agent shall file in the
Bankruptcy Court a final report of distributions,
whereupon the Liquidating Agent shall have no further
duties under the Plan.
(i) Compensation of Liquidating Agent. The compensation of
the Liquidating Agent shall be determined by agreement
between the Liquidating Agent and the Committee prior
to the Confirmation Date and shall be paid by the
Liquidating Entity. The Liquidating Agent shall also be
entitled to reimbursement of his reasonable expenses.
<PAGE>
8.5 Establishment and Operation of WorldCorp LLC. If WorldCorp
LLC is to be the Liquidating Entity under the Plan, the
following provisions shall apply.
(a) Formation of WorldCorp LLC. WorldCorp LLC shall be
formed on the Effective Date pursuant to the LLC
Operating Agreement. To the extent necessary or
appropriate, the Liquidating Agent and the Debtors
shall execute the LLC Operating Agreement. The
Liquidating Agent shall thereupon be authorized to take
all other steps necessary to complete the formation of
WorldCorp LLC.
(b) Tax Treatment of Transfer of Assets to WorldCorp LLC.
If WorldCorp LLC is the Liquidating Entity under the
Plan, then, for all federal income tax purposes, all
parties (including, without limitation, the Debtors,
the Liquidating Agent, and the holders of membership
interests in WorldCorp LLC) shall treat the transfer of
assets to WorldCorp LLC in accordance with the terms of
the Plan as a transfer by the Debtors to the holders of
Allowed Claims in Classes 4 and 5, followed by a
transfer by such holders to WorldCorp LLC. If WorldCorp
LLC is the Liquidating Entity under the Plan, it shall
be deemed not to be the same legal entity as the
Debtors, but only the assignee of the Debtors' assets.
(c) Membership Interests in WorldCorp LLC. If WorldCorp LLC
is the Liquidating Entity under the Plan, then, on the
Effective Date, each holder of an Allowed Class 4 Claim
or an Allowed Class 5 Claim shall, by operation of the
Plan, (i) be admitted to WorldCorp LLC as a member of
WorldCorp LLC, (ii) become bound by the LLC Operating
Agreement, and (iii) receive an uncertificated
membership interest in WorldCorp LLC in the same
proportion as the Face Amount of its Allowed Claim
bears to the aggregate Face Amount of all Claims in
Classes 4 and 5, as adjusted pursuant to Section
8.4(f)(i). Membership interests with respect to
Disputed Claims shall be held by the Liquidating Agent
in the Disputed Claims Reserve pending allowance or
disallowance of such Claims. No other entity, including
the Debtors or Debtors in Possession, shall have any
interest, legal, beneficial, or otherwise, in WorldCorp
LLC or the Reserved Assets or Causes of Action upon
their assignment and transfer to WorldCorp LLC. The
Liquidating Agent shall maintain a registry of the
membership interests in WorldCorp LLC.
<PAGE>
(d) Non-Transferability of Membership Interests in
WorldCorp LLC. If issued, membership interests in
WorldCorp LLC will be non-transferable, except with
respect to the following transfers: (a) distributions
of membership interests in WorldCorp LLC from the
Disputed Claims Reserve; (b) transfers under the laws
of descent, including transfers from an estate or
testamentary trust; (c) transfers between certain
designated family members; (d) transfers involving
distributions from certain qualifying retirement plans;
(e) transfers in which the tax basis of the WorldCorp
LLC membership interest in the hands of the transferee
is determined in whole or in part with reference to its
basis in the hands of the transferor; and (f) "block
transfers" as defined in section 1.7704-1(e)(2) of the
Treasury Regulations. In the case of transfers
described in (b) through (f), the Liquidating Agent
shall have the right to receive written notice thirty
days prior to the proposed transfer, including all
pertinent facts and, if applicable, documents relating
to the transfer; to approve or disapprove the transfer
and impose any conditions with respect to the transfer
that the Liquidating Agent deems necessary or advisable
in its sole discretion; to require from the transferor
or obtain from counsel to WorldCorp LLC (at the
Liquidating Agent's option) an opinion in form and
substance satisfactory to the Liquidating Agent that
the transfer will not cause WorldCorp LLC to be taxable
as a corporation for federal income tax purposes; and
to require the transferor to reimburse WorldCorp LLC
for any expenses incurred in connection with the
proposed transfer, whether or not approved. Any
transfer not approved by the Liquidating Agent pursuant
to these procedures will be null and void.
(e) Termination of WorldCorp LLC. As promptly as possible
after the Final Distribution, the Liquidating Agent
shall wind up the affairs of WorldCorp LLC, file final
tax returns, arrange for storage of its records for a
period of not less than three years, and dissolve it
pursuant to applicable law.
<PAGE>
8.6 Wind-Up and Dissolution of WorldCorp and Acquisition. The
Liquidating Agent shall be responsible for winding up the
affairs of WorldCorp and Acquisition after the Effective
Date, including but not limited to preparing and filing
final tax returns for the Debtors, paying any franchise
taxes and other fees that are due in connection with the
dissolution of the Debtors, filing dissolution documents
pursuant to Del. Code Ann. tit. 8, ss. 303 and taking any
other actions that are necessary to wind up the Debtors'
affairs. If WorldCorp LLC is the Liquidating Entity under
the Plan, the Liquidating Agent shall complete such wind-up
and file such dissolution documents as promptly as possible
after the Effective Date. If the Debtors are the Liquidating
Entity under the Plan, the Liquidating Agent shall file such
dissolution documents promptly after the Liquidating Agent
makes the Final Distribution. The costs and expenses of
completing the wind-up and dissolution of the Debtors shall
be paid by the Liquidating Entity.
8.7 Operation of the Disputed Claims Reserve.
(a) General. The Liquidating Agent shall set aside,
segregate and hold in escrow for the benefit of holders
of Disputed Claims, the property included in the
Disputed Claims Reserve, including any membership
interests in WorldCorp LLC (and any cash distributable
on account thereof) deposited in the Disputed Claims
Reserve pursuant to Section 8.5(c).
(b) Distributions After Allowance of Disputed Claims.
Payments and distributions from the Disputed Claims
Reserve to each holder of a Disputed Claim, to the
extent that it ultimately becomes an Allowed Claim,
will be made in accordance with provisions of the Plan
that govern the Class of Claims to which such Claim
belongs. Promptly after the date when the order or
judgment of the Bankruptcy Court allowing all or part
of such Claim becomes a Final Order, the Liquidating
Agent will distribute to the holder of such Claim any
Cash and other property in the Disputed Claims Reserve
that would have been distributed on the Effective Date
had such Allowed Claim been an Allowed Claim on the
Effective Date. To the extent that the holder of such
Claim would have received a membership interest in
WorldCorp LLC had such Claim been an Allowed Claim as
of the Effective Date, (i) such holder shall be
admitted to the LLC as a member; (ii) such holder shall
become bound by the LLC Operating Agreement; and (iii)
the Liquidating Agent shall distribute to the holder of
such Allowed Claim the uncertificated membership
interests in WorldCorp LLC to which such holder would
have been entitled under the Plan had such claim been
allowed as of the Effective Date, together with any
cash and earnings attributable thereto, after reduction
for all costs and expenses attributable to such
membership interest, cash and earnings (including
without limitation, attorneys' fees and any taxes
imposed on the Disputed Claims Reserve).
<PAGE>
(c) Additions to Disputed Claims Reserve. The Liquidating
Agent will add to the Disputed Claims Reserve any
dividends, payments or other distributions made on
account of, as well as any obligations arising from,
the property withheld as the Disputed Claims Reserve,
to the extent that such property continues to be
withheld as the Disputed Claims Reserve at the time
such distributions are made or such obligations arise.
If practicable, the Liquidating Agent will invest any
Cash that is withheld in the Disputed Claims Reserve.
Nothing in the Plan or Disclosure Statement will be
deemed to entitle the holder of a Disputed Claim to
post-petition interest on such Claim.
(d) Distribution of Amounts Reserved for Disallowed Claims.
To the extent a Disputed Claim is disallowed, the
amount reserved for that claim (including, if
applicable, membership interests in WorldCorp LLC) will
be paid out to other creditors on a Pro Rata basis,
provided however that the Liquidating Agent will not be
required to make de minimus distributions from the
Disputed Claims Reserve.
(e) Payment of Tax Attributable to Taxable Income of
WorldCorp LLC. In the event, and to the extent, the
Disputed Claims Reserve has insufficient funds to pay
taxes attributable to any membership interests held
therein, the necessary funds to pay such taxes shall be
advanced to the Disputed Claims Reserve by the
Liquidating Entity and the Disputed Claims Reserve
shall reimburse the Liquidating Entity therefore from
future distributions and disbursements to or for the
benefit of the Disputed Claims Reserve.
(f) Tax Treatment of Disputed Claims Reserve. Subject to
definitive guidance from the Internal Revenue Service
or a court of competent jurisdiction to the contrary
(including the receipt by the Liquidating Agent of a
private letter ruling if the Liquidating Agent so
requests one, or receipt of an adverse determination on
audit if not contested by the Liquidating Agent), the
Liquidating Agent shall (i) treat the Disputed Claims
Reserve (A) if the Liquidating Entity is WorldCorp LLC,
as a discrete trust for federal income tax purposes,
consisting of separate and independent shares to be
established in respect of each Disputed Claim, in
accordance with the trust provisions of the Code, or
(B) if the Liquidating Entity is the Debtors, as a
grantor trust for federal income tax purposes, of which
the Debtors are the grantors, in accordance with the
grantor trust provisions of the Code; and (ii) to the
extent permitted by applicable law, report consistently
with the foregoing for state and local income tax
purposes. All holders of Allowed and Disputed Claims
shall report, for tax purposes, consistently with the
foregoing.
<PAGE>
8.8 The Administrative Claims Reserve. If the aggregate amount
of Allowed Administrative Claims exceeds the amount of the
Administrative Claims Reserve, the Liquidating Agent shall
satisfy the excess Allowed Administrative Claims from other
assets of the Liquidating Entity before making any further
distributions with respect to Allowed Claims. If excess
funds remain in the Administrative Claims Reserve after all
Allowed Administrative Claims have been paid, such excess
funds shall be distributed as part of the Final
Distribution.
8.9 The Unclaimed Distributions Reserve. Unclaimed Distributions
to holders of Allowed Class 3 Senior Notes Claims or holders
of Allowed Class 4 Debentures claims shall be retained and
administered by the Senior Notes Trustee or the Debenture
Trustee, as applicable. Unclaimed Distributions to holders
of other claims shall be held by the Liquidating Agent in
the Unclaimed Distributions Reserve. If the Creditor to whom
an Unclaimed Distribution was payable makes a claim for such
distribution before the Termination Date, the Senior Notes
Trustee, Debenture Trustee, or Liquidating Agent, as
applicable, shall deliver such Unclaimed Distribution to
such Creditor upon proof of such Creditor's entitlement
thereto. Unclaimed Distributions that remain unclaimed as of
the Termination Date shall be redistributed to other
creditors in the same Class as part of the Final
Distribution, and the Creditors originally entitled to
receive such Unclaimed Distributions shall have no further
right thereto.
8.10 Miscellaneous Implementation Provisions.
(a) Reports of Distributions by the Liquidating Entity.
Every 90 days after the Effective Date, the Liquidating
Agent shall file with the Court a report detailing the
calculation of Available Cash for the immediately
preceding ninety day period (including a summary of
costs incurred pursuant to Section 8.4 of the Plan and,
if applicable, the WorldCorp LLC Operating Agreement,
any receipts of the Liquidating Entity, and a summary
of disbursements from, or increases in the amount of,
any Reserve). The report shall also detail the number
of hours the Liquidating Agent has devoted to the
operation and management of the Liquidating Entity
during the immediately preceding 90-day period, provide
a summary of the duties and operations so performed,
and be accompanied by copies of receipts for any
expense in excess of one hundred dollars ($100.00) for
which the Liquidating Agent is reimbursed by the
Liquidating Entity.
<PAGE>
(b) Preservation of Pending Debtor Claims. In accordance
with section 1123(b)(3) of the Bankruptcy Code and
except as otherwise provided in the Plan, the
Liquidating Entity shall retain all Pending Debtor
Claims against any entity. Subject to the consent of
the Liquidating Committee, the Liquidating Agent, in
the exercise of its business judgment, will determine
whether to pursue such Pending Debtor Claims in
accordance with the best interests of the beneficiaries
of the Liquidating Entity. All Causes of Action and
Avoidance Claims that the Debtors may have against any
Person as of the Effective Date that are not Pending
Debtor Claims shall be deemed waived and released as of
the Effective Date.
(c) Substantial Contribution Compensation and Expenses Bar
Date. Any person or entity who requests compensation or
expense reimbursement pursuant to section 503(b)(3),
(4), and (5) of the Bankruptcy Code for making a
substantial contribution in the Chapter 11 Case must
file an application with the Clerk of the Bankruptcy
Court, and serve such application on counsel for the
Debtors and as otherwise required by the Bankruptcy
Court and the Bankruptcy Code so as to be received by
the earlier of (i) 30 days after the Confirmation Date
or (ii) five (5) days before the Effective Date. Claims
for substantial contribution that are not filed and
served within the foregoing limitations period shall be
forever barred. Timely filed claims for substantial
contribution that have not been Allowed or Disallowed
as of the Effective Date shall be included in
calculating the Administrative Claims Reserve.
(d) Investments by the Liquidating Agent. Except with
respect to Airways Shares held by the Liquidating
Entity under the Plan or securities received in
exchange for or with respect to such shares, the
investment power of the Liquidating Agent shall be
limited to investments in cash, money market funds and
treasury bills.
<PAGE>
(e) Cancellation of Existing Securities and Agreements. On
the Effective Date, except as otherwise provided for
herein, (i) the Existing Securities and any other
security, note, bond, indenture, or other instrument or
document evidencing or creating any indebtedness or
obligation of the Debtors, shall be canceled, and (ii)
the obligations of, and/or Claims against, the Debtors
under, relating or pertaining to any agreements,
indentures or certificates of designations governing
the Existing Securities; any other security, note,
bond, indenture or other instrument or document
evidencing or creating any indebtedness or obligation
of the Debtors, as the case may be; and intercompany
debts shall be released and discharged. As of the
Effective Date, the Senior Notes Trustee and the
Debenture Trustee shall be released from their
obligations under the Senior Notes Indenture and the
Debenture Indenture, respectively, except for their
obligations to deliver to holders of Allowed Class 3
Senior Notes Claims and Allowed Class 4 Debenture
Claims the distributions made under the Plan.
(f) Exclusivity Period. The Debtors, with the consent of
the Committee, which shall not be unreasonably
withheld, 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 Effective Date.
(g) Effectuating Documents; Further Transactions. The
Chairman of the Board of Directors, the Chief Executive
Officer, any other executive officer of either of the
Debtors, and the Liquidating Agent shall be authorized
to execute, deliver, file or record such contracts,
instruments, releases, indentures 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 Secretary or
Assistant Secretary of either of the Debtors, or the
Liquidating Agent shall be authorized to certify or
attest to any of the foregoing actions.
<PAGE>
8.11 Tax Reporting
(a) Tax Returns and Reports. The Liquidating Agent shall be
responsible for filing tax returns on behalf of the
Liquidating Entity.
(b) Tax Treatment of WorldCorp LLC. If WorldCorp LLC is
formed to be the Liquidating Entity under the Plan, the
following provisions shall be applicable.
(i) Partnership Tax Status. WorldCorp LLC shall be treated
as a partnership for federal tax purposes and, to the
extent permitted under applicable law, for state and
local income tax purposes. The Liquidating Agent shall
be responsible for distributing information statements
to the holders of the membership interests in WorldCorp
LLC, setting forth each member's allocable share of the
income, loss, deduction or credit of WorldCorp LLC.
(ii) Allocation of WorldCorp LLC Taxable Income, Loss,
Deductions and Credits. For federal income tax
purposes, WorldCorp LLC's taxable income, loss,
deductions and credits shall be allocated among the
members of WorldCorp LLC in a manner consistent with
applicable Treasury Regulations taking into account
each holder's relative economic interest in WorldCorp
LLC. Each holder of a membership interest in WorldCorp
LLC will be required to take into account the holder's
allocable share of the income, loss deduction or credit
of WorldCorp LLC in determining the holder's taxable
income for federal income tax purposes.
(c) Other Reports. The Liquidating Agent shall file (or
cause to be filed) any other statements, returns or
disclosures relating to the Liquidating Entity that are
required by any governmental unit or applicable law.
(d) Expedited Tax Determinations. The Liquidating Agent is
authorized to request an expedited determination under
section 505(b) of the Bankruptcy Code for all tax
returns filed for or on behalf of the Liquidating
Entity for all taxable periods through the termination
of the Liquidating Entity.
(e) Exemption from Transfer Taxes. Pursuant to section
1146(c) of the Bankruptcy Code, the issuance, transfer,
or exchange of notes or equity securities under the
Plan or the making or delivery of any deed or other
instrument or transfer under, in furtherance of, or in
connection with the Plan, including without express or
implied limitation, any transfers to or by the
Liquidating Entity shall not be subject to any
transfer, sales or other similar tax.
<PAGE>
ARTICLE IX
EXECUTORY CONTRACTS
9.1 Rejection of All Contracts. As of the Confirmation Date, all
executory contracts and unexpired leases of the Debtors not
previously assumed or rejected shall be deemed rejected.
9.2 Effect of Rejection. Claims arising from rejection of
executory contracts or unexpired leases not previously
assumed shall be included in Class 5. Holders of such Claims
shall have ten (10) days after the Confirmation Date to file
proofs of such Claims. Copies of all such proofs of Claim
must be served on the Liquidating Agent and the Liquidating
Committee. Any such proofs of Claim not filed and served
within ten (10) days after the Confirmation Date shall be
forever barred. The time period to object to such Claims for
purposes of Section 9.1 of the Plan shall be 30 days from
the date such Claim is filed.
ARTICLE X
ALLOWANCE AND PAYMENT OF
CERTAIN ADMINISTRATIVE CLAIMS
10.1 Professional Claims.
(a) On the Effective Date, the Liquidating Agent shall
reserve Cash for payment of all billed but unpaid fees
and expenses of Professionals (including estimated fees
and expenses through the Effective Date) pending
allowance by the Bankruptcy Court. The Professionals
shall estimate fees and expenses due for periods that
have not been billed as of the Effective Date and the
Liquidating Agent shall reserve an amount equal to such
estimate.
<PAGE>
(b) Upon the Effective Date, any requirement that
Professionals comply with sections 327 through 331 of
the Bankruptcy Code in seeking retention or
compensation for services rendered after such date will
terminate.
(c) All final requests for payment of Professional Claims
must be filed no later than thirty (30) days after the
Effective Date. After notice and a hearing in
accordance with the procedures established by the
Bankruptcy Code and prior orders of the Bankruptcy
Court, the allowed amounts of such Professional Claims
shall be determined by the Bankruptcy Court and paid by
the Liquidating Entity out of the Reserved Assets.
10.2 Other Administrative Fees. All other requests for payment of
an Administrative Claim must be filed with the Bankruptcy
Court and served on counsel for the Debtors so as to be
received by the earlier of (a) 30 days after the
Confirmation Date or (b) five (5) days before the Effective
Date. Timely filed requests for payment of Administrative
Claims that have not been Allowed or Disallowed as of the
Effective Date shall be included in calculating the
Administrative Claims Reserve. Unless the Debtors or
Liquidating Agent objects to an Administrative Claim within
thirty (30) days after receipt, such Administrative Claim
shall be deemed allowed in the amount requested. In the
event that the Debtors or the Liquidating Agent objects to
an Administrative Claim, the Bankruptcy Court shall
determine the Allowed amount of such Administrative Claim.
Notwithstanding the foregoing, (i) no request for payment of
an Administrative Claim need be filed with respect to an
Administrative Claim which is paid or payable by the Debtors
in the ordinary course of business; and (ii) all requests
for payment of Professional Claims and requests for
compensation or expense reimbursement pursuant to section
503(b)(3), (4), and (5) of the Bankruptcy Code for making a
substantial contribution in the Chapter 11 Case shall be
subject to review and allowance or disallowance by the
Bankruptcy Court.
<PAGE>
ARTICLE XI
EFFECT OF THE PLAN ON CLAIMS AND INTERESTS
11.1 Compromises and Settlements. Pursuant to Bankruptcy Rule
9019(a), the Debtors may compromise and settle various
Claims (a) against them and (b) that they have against other
Persons. The Debtors expressly reserve the right (with
Bankruptcy Court approval, following appropriate notice and
opportunity for a hearing) to compromise and settle Claims
against them and Pending Claims that they may have against
other Persons up to and including the Effective Date. After
the Effective Date, such right shall pass to the Liquidating
Agent.
11.2 Release of Claims Against Officers, Directors, Etc.. As of
the Effective Date, each present or former officer,
director, employee, professional, agent, or representative
of the Debtors or the Liquidating Agent shall be deemed to
have been released and discharged from any and all claims
and/or Causes of Action arising out of or based upon their
service in any such capacity or any transaction, event,
circumstance or other matter involving or relating to the
Debtors that occurred on or before the Effective Date;
provided, however, that nothing in this section shall be
deemed to (a) release (i) any such person from liability for
acts or omissions that are the result of fraud, gross
negligence, willful misconduct, or willful violation of the
securities laws or the Internal Revenue Code; (ii) any
Pending Claim the Debtors and/or the Liquidating Agent may
have under Chapter 5 of the Bankruptcy Code; or (iii) the
Claims, if any, of the United States; (b) prevent the
Debtors or the Liquidating Agent from objecting to the Claim
of any such person; or (c) preclude police, federal tax, or
regulatory agencies from fulfilling their statutory duties.
Holders of Claims or Interests shall be enjoined from
commencing or continuing any action, employment of process
or act to collect, offset or recover any claims and/or
Causes of Action released and discharged pursuant to this
Section; provided, however, that the injunction provided for
in this section shall not (x) bar actions based upon
liability for acts or omissions that are the result of
fraud, gross negligence, willful misconduct or willful
violation of the securities laws or the Internal Revenue
Code; (y) preclude police, federal tax, or regulatory
authorities from fulfilling their statutory duties; or (z)
bar the Claims, if any, of the United States.
<PAGE>
11.3 Setoffs. The Debtors 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 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 the Debtors of any
such claim that the Debtors may have against such holder.
After the Effective Date, such right shall pass to the
Liquidating Agent.
11.4 Satisfaction of Subordination Rights. All Claims against the
Debtors and all rights and claims between or among holders
of Claims relating in any manner whatsoever to Claims
against the Debtors based upon any claimed subordination
rights (if any), shall be deemed satisfied by the
distributions under the Plan to holders of Claims having
such subordination rights, and such subordination rights
shall be deemed waived, released, discharged and terminated
as of the Effective Date. Distributions to the various
Classes of Claims hereunder shall not be subject to levy,
garnishment, attachment or like legal process by any holder
of a Claim by reason of any claimed subordination rights or
otherwise, so that each holder of a Claim shall have and
receive the benefit of the distributions in the manner set
forth in the Plan.
11.5 Exculpation and Limitation of Liability.
(a) Except as otherwise specifically provided in this Plan,
the Debtors, WorldCorp LLC, the Creditors' Committee,
the Liquidating Agent, any of such parties' respective
present or former members, officers, directors,
employees, advisors, attorneys, representatives,
financial advisors, investment bankers or agents in
their capacities as such and any of such parties'
successors and assigns, shall not have or incur, and
are hereby released from, any claim, obligation, Cause
of Action or liability to one another or to any holder
of a Claim or an Interest, or any other party in
interest, or any of their respective agents, employees,
representatives, financial advisors, attorneys or
affiliates, or any of their successors or assigns, for
any act or omission in connection with, relating to or
arising out of the Debtors' Chapter 11 cases, the
pursuit of confirmation of the Plan, the consummation
of the Plan, the administration of the Plan or the
property to be distributed under the Plan, and in all
respects shall be entitled to rely reasonably upon the
advice of counsel with respect to their duties and
responsibilities under the Plan; provided, however,
that nothing in this section shall be deemed to release
any such person from liability for acts or omissions
that are the result of fraud, gross negligence, willful
misconduct, or willful violation of the securities laws
or the Internal Revenue Code.
<PAGE>
(b) Notwithstanding any other provision of this Plan, no
holder of a Claim or Interest, or other party in
interest, none of their respective agents, employees,
representatives, financial advisors, attorneys or
affiliates, and no successors or assigns of the
foregoing, shall have any right of action against the
Debtors, the Liquidating Agent, or the Creditors'
Committee, or any of such parties' respective present
or former members, officers, directors, employees,
advisors, attorneys, representatives, financial
advisors, investment bankers or agents in their
capacities as such or such parties' successors and
assigns, for any act or omission in connection with,
relating to or arising out of the Chapter 11 cases, the
pursuit of confirmation of the Plan, the consummation
of the Plan, the administration of the Plan or the
property to be distributed under the Plan; provided,
however, that nothing in this section shall be deemed
to release any such person from liability for acts or
omissions that are the result of fraud, gross
negligence, willful misconduct, or willful violation of
the securities laws or the Internal Revenue Code.
11.6 Indemnification Obligation. In satisfaction and compromise
of the Indemnitees' Indemnification Rights, all
Indemnification Rights except those based upon any act or
omission arising out of or relating to any Indemnitee's
service with, for or on behalf of the Debtors on or after
the Petition Date (the "Post-Petition Indemnification
Rights") shall be released and discharged on and as of the
Effective Date, provided that the Post-Petition
Indemnification Rights shall remain in full force and effect
on and after the Effective Date as rights against the
Liquidating Entity and shall not be modified, reduced,
discharged or otherwise affected in any way by the Chapter
11 cases, except as specifically provided in the Plan. All
claims against the Liquidating Entity with respect to
Post-Petition Indemnification Rights must be asserted in
writing to the Liquidating Agent at least five (5) business
days prior to the Final Effective Date or be forever barred.
If any such claims are timely asserted, the Final
Distribution shall not occur until all such timely asserted
claims have been paid in full or disallowed pursuant to an
order of the Bankruptcy Court.
<PAGE>
11.7 Modification of Releases. If and to the extent that the
Bankruptcy Court concludes that the inclusion in the Plan of
any portion of the foregoing releases would prevent
confirmation, then the Debtors reserve the right to amend
the Plan so as to give effect as much as possible to the
foregoing releases, or to delete them.
ARTICLE XII
CONDITIONS PRECEDENT
12.1 Conditions to Consummation. The following are conditions
precedent to the occurrence of the Effective Date, each of
which may be satisfied or waived in accordance with Section
12.2 of the Plan:
(a) The Confirmation Order shall have been entered by the
Bankruptcy Court and shall be a Final Order, and 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, provided that,
if an appeal of the Confirmation Order or any other
such order is filed but no stay is granted in
connection with the appeal, the Debtors or the
Committee, with the consent of the other or the
approval of the Bankruptcy Court, may elect to permit
the Effective Date to occur notwithstanding the
pendency of appeal.
(b) The Confirmation Order shall be in a form and substance
acceptable to the Debtors and the Committee and shall,
among other things, provide that:
(i) provisions of the Confirmation Order are non-severable
and mutually dependent;
(ii) all transfers of property by the Debtors (A) to
WorldCorp LLC, if any, (1) are or shall be legal,
valid, and effective transfers of property, (2) vest or
shall vest WorldCorp LLC 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, (3) do not and shall
not constitute avoidable transfers under the Bankruptcy
Code or under applicable nonbankruptcy law, and (4) do
not and shall not subject the Liquidating Agent or
holders of Claims, Interests or property 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, and (B) to holders
of Claims and Interests under the Plan are for good
consideration and value.
<PAGE>
(c) The Bankruptcy Court shall have entered orders (i)
granting or denying any motion filed by the Debtors for
authority to sell Airways Shares pursuant to Section
363 of the Bankruptcy Code, and (ii) Allowing or
Disallowing any Disputed Claims. Any motion to sell
Airways Shares will be subject to higher and better
offers from competing bidders. In the event of a
disagreement between the Debtors and the Committee as
to which bid represents the highest and best offer for
the Airways Shares, the Committee's decision will
control.
12.2 Waiver of Conditions to Consummation. The conditions set
forth in Section 12.1 of the Plan may be waived, if legally
waivable, by the Debtors, with the consent of the Committee,
which shall not be unreasonably withheld, without any notice
to parties in interest or the Bankruptcy Court and without a
hearing. The failure of the Debtors 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.
(a) Early Payment of Senior Notes Claims. If the Effective
Date has not occurred within 10 days after the
Confirmation Order is entered, then, subject to
Bankruptcy Court approval in the Confirmation Order,
and provided the Confirmation Order is then in effect
and has not been stayed, on the first Business Day
after the tenth day after the Confirmation Order is
entered, the Liquidating Agent shall make the Initial
Distribution to holders of Allowed Class 3 Senior Notes
Claims. If the Bankruptcy Court declines to approve a
distribution to holders of Class 3 Senior Notes Claims
before the Plan becomes effective, the Initial
Distribution to holders of Allowed Class 3 Senior Notes
Claims will occur on the Effective Date or as promptly
thereafter as practicable.
<PAGE>
(b) If the condition in Section 12.1(c) has not been
satisfied by April 27, 2000, such condition shall be
automatically waived unless otherwise requested in
writing by the Committee.
ARTICLE XIII
RETENTION OF JURISDICTION
Pursuant to sections 105(a) and 1142 of the Bankruptcy Code,
the Bankruptcy Court shall have exclusive jurisdiction of all matters arising
out of, and related to, the Chapter 11 Cases and the Plan, including, among
other things, the following matters:
13.1 to hear and determine pending motions for the
assumption or rejection of executory contracts or
unexpired leases or the assumption and assignment, as
the case may be, of executory contracts or unexpired
leases to which either Debtor is a party or with
respect to which either Debtor may be liable, and to
hear and determine the allowance of Claims resulting
therefrom including the amount of Cure, if any,
required to be paid to the holders of such Claims;
13.2 to determine any and all pending adversary proceedings,
applications and contested matters;
13.3 to ensure that distributions to holders of Allowed
Claims are accomplished as provided herein;
13.4 to hear and determine motions for approval of the terms
of sale of assets by the Liquidating Agent;
13.5 to hear and determine any and all objections to the
allowance or estimation of Claims filed, both before
and after the Confirmation Date, including any
objections to the classification of any Claim or
Interest, and to allow or disallow any Claim, in whole
or in part;
13.6 to enter and implement such orders as may be
appropriate if the Confirmation Order is for any reason
stayed, revoked, modified or vacated;
<PAGE>
13.7 to issue orders in aid of execution, implementation or
consummation of the Plan;
13.8 to consider any modifications of the Plan, to cure any
defect or omission, or to reconcile any inconsistency
in any order of the Bankruptcy Court, including,
without limitation, the Confirmation Order;
13.9 to hear and determine all applications for allowance of
Professional Claims and all other applications for
compensation or reimbursement of expenses under the
Plan or under sections 330, 331, 503(b), 1103 and
1129(a)(4) of the Bankruptcy Code;
13.10 to determine requests for the payment of Claims
entitled to priority under section 507(a)(1) of the
Bankruptcy Code, including compensation of and
reimbursement of expenses of parties entitled thereto;
13.11 to hear and determine disputes arising in connection
with the interpretation, implementation or enforcement
of the Plan, including disputes arising under
agreements, documents or instruments executed in
connection with this Plan;
13.12 to hear and determine all suits or adversary
proceedings to recover assets of the Debtors and
property of the Estates, wherever located;
13.13 to hear and determine matters concerning state, local
and federal taxes in accordance with sections 346, 505
and 1146 of the Bankruptcy Code;
13.14to hear and determine all other disputes arising out
of or related to the Chapter 11 Cases, including any
dispute relating to any liability arising out of the
termination of employment or the termination of any
employee or retiree benefit program, regardless of
whether such termination occurred prior to or after the
Effective Date;
13.15to hear any other matter not inconsistent with the
Bankruptcy Code; and
13.16 to enter a final decree closing the Chapter 11 Cases.
<PAGE>
ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.1 Binding Effect. Subject to satisfaction or waiver of
the conditions precedent specified in Article XII, the
Plan shall be binding upon and inure to the benefit of
the Debtors, the Liquidating Agent, all present and
former holders of Claims, all present and former
holders of Interests, all other parties in interest and
their respective successors and assigns.
14.2 Modification and Amendments. The Debtors, with the
consent of the Committee, which shall not be
unreasonably withheld, may alter, amend or modify the
Plan in accordance with section 1127(a) of the
Bankruptcy Code at any time. After the Confirmation
Date and prior to substantial consummation of the Plan
as defined in section 1101(2) of the Bankruptcy Code,
the Debtors, with the consent of the Committee, which
shall not be unreasonably withheld, 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 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 materially 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.
14.3 Withholding and Reporting Requirements. In connection
with the Plan and all instruments issued in connection
therewith and distributions thereunder, the Debtors,
the Liquidating Entity and the Liquidating Agent 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.
14.4 Committee. As of the Effective Date, the duties of the
Creditors' Committee shall terminate, except with
respect to applications for Professional Claims.
<PAGE>
14.5 Revocation, Withdrawal or Non-Consummation.
(a) The Debtors, with the consent of the Committee, shall
have the right to revoke or withdraw the Plan at any
time prior to the Effective Date.
(b) If the Debtors revoke or withdraw the Plan prior to the
Effective Date, or if the Confirmation Date or the
Effective Date does not occur, then the Plan, any
settlement or compromise embodied in the Plan
(including the fixing or limiting to an amount certain
any Claim or Class of Claims), the assumption or
rejection of executory contracts or leases effected by
the Plan, and any document or agreement executed
pursuant to the Plan shall be 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 the Debtor or any other Person, to
prejudice in any manner the rights of the Debtor or any
Person in any further proceedings involving the Debtor
or to constitute an admission of any sort by the Debtor
or any other Person.
14.6 Notices. Any notice required or permitted to be provided
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:
If to the Debtors:
WorldCorp, Inc.
WorldCorp Acquisition Corp.
444 Madison Avenue
Suite 703
New York, NY 10222
Attention: Mark M. Feldman, President
with copies to:
Wilmer, Cutler & Pickering
2445 M Street, NW
Washington, D.C. 20037-1420
Attention: Duane D. Morse, Esq.
H. Colby Lane, Esq.
and
Young Conaway Stargatt & Taylor
1100 North Market Street, 11th Floor
Wilmington, DE 19801
Attention: James L. Patton, Jr., Esq.
Brendan L. Shannon, Esq.
<PAGE>
If to the Liquidating Agent:
W. Joseph Dryer
5068 West Plano Parkway
Suite 345
Plano, TX 75093
If to the Liquidating Committee:
Wilbur L. Ross, Jr.
Rothschild, Inc.
1251 Avenue of the Americas
51st Floor
New York, NY 10020
Gordon McCormick
M. J. Whitman, Inc.
767 Third Avenue
New York, NY 10017
Thomas Siering
EBF & Associates
601 Carlson Parkway
Suite 200
Minnetonka, MN 55305
14.7 Term of Injunctions or Stays. Unless otherwise provided herein or
in the Confirmation Order, all injunctions or stays provided for
in the Chapter 11 Case under sections 105 or 362 of the
Bankruptcy Code or otherwise, and extant on the Confirmation
Date, shall remain in full force and effect until the Effective
Date.
14.8 Governing Law. Unless a rule of law or procedure is supplied by
federal law (including the Bankruptcy Code and Bankruptcy Rules)
or unless otherwise specifically stated in any agreement, the
laws of the State of Delaware shall govern the construction and
implementation of the Plan, any agreements, documents and
instruments executed in connection with the Plan, and corporate
governance matters.
<PAGE>
Respectfully submitted,
WORLDCORP, INC., AND WORLDCORP ACQUISITION CORP.
As Debtors and Debtors-in-Possession
By: /s/
Name: Mark M. Feldman
Its: President and CEO
WILMER, CUTLER & PICKERING
2445 M Street, NW
Washington, D.C. 20037-1420
Duane D. Morse
H. Colby Lane
- and -
YOUNG CONAWAY STARGATT & TAYLOR 1100 North Market Street, 11th
Floor Wilmington, DE 19801
James L. Patton, Jr.
Brendan L. Shannon
By: /s/
Attorneys for WORLDCORP, INC. AND WORLDCORP ACQUISITION CORP.
as Debtors and Debtors-in-Possession
Dated as of March 14, 2000
