UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 8-K
-------------------------------
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
March 10, 1994 0-16690
(Date of earliest report) (Commission File Number)
ML MEDIA OPPORTUNITY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
New York 13-3429969
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
World Financial Center, South Tower, New York, New York 10080-6108
(Address of Principal Executive Offices) (Zip Code)
(212) 236-6577
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5 - Other Events
On March 10, 1994, Maryland Cable Corp. ("Maryland Cable") and
Maryland Cable Holdings Corp. ("Holdings") filed a Consolidated
Prepackaged Plan of Reorganization ("Prepackaged Plan") under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court - Southern District of New York.
As previously reported, Maryland Cable has been attempting to
restructure both its Senior Bank Debt (which became due and
payable on December 31, 1993) and its Senior Subordinated
Discount Notes. Maryland Cable is currently in default under its
bank credit agreement by virtue of its failure to pay the
principal amount of the Senior Bank Debt ($85 million) when due.
As a result of this default, there is also a default under the
Senior Subordinated Discount Notes.
In an effort to protect the Registrant's interest in Maryland
Cable, the Registrant entered into an Exchange Agreement, dated
as of December 31, 1993, with Maryland Cable and the holders of
approximately 92% of Maryland Cable's Senior Subordinated
Discount Notes. The Exchange Agreement provides that, subject to
the approvals and conditions described below, the Registrant will
receive approximately $9,500,000 in exchange for all of its
economic interest and investment in Maryland Cable, and will be
paid a management fee for managing Maryland Cable's cable systems
from January 1, 1994, to the date of the closing of the
transaction.
Closing of the Exchange Agreement transaction is subject to the
receipt of approvals from the holders of at least 99% of the
principal amount of the Senior Subordinated Discount Notes (and
of each holder of $100,000 of such Notes), the holders of the
Senior Bank Debt, the various franchising authorities, and the
Federal Communications Commission (the "FCC"), and is subject to
numerous other closing conditions.
As of March 10, 1994, the requisite approvals from the holders of
the Senior Subordinated Discount Notes and the Senior Bank Debt
had not been received. As a result, as provided in the Exchange
Agreement, Maryland Cable filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the Southern District of New York. This
filing included the Prepackaged Plan, to which the requisite
majority of all impaired creditors other than the holders of the
Senior Debt had consented. Under the Prepackaged Plan, the
Registrant would receive the same aggregate consideration as it
would receive under the terms of the Exchange Agreement.
There is no assurance that the Prepackaged Plan as filed will be
approved or that the proposed restructuring described in the
Prepackaged Plan will be consummated.
A copy of the Prepackaged Plan is attached as an Exhibit to this
Report.
<PAGE>
Item 7 - Financial Statements, Pro Forma Financial Information
and Exhibits
1. Consolidated Prepackaged Plan of Reorganization of Maryland
Cable Corp. and Maryland Cable Holdings Corp.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ML MEDIA OPPORTUNITY PARTNERS, L.P.
By: RP Opportunity Management,
L.P., General Partner
By: IMP Opportunity Management,
Inc.
Dated: March 10, 1994 By: s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -----------------------------------x
In re: : Chapter 11
:
MARYLAND CABLE HOLDINGS CORP. AND :
MARYLAND CABLE CORP., : Case Nos.
:
Debtors. : (Jointly Administered)
- -----------------------------------x
DEBTORS' CONSOLIDATED PREPACKAGED
PLAN OF REORGANIZATION
Dated: February 10, 1994
New York, New York<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Administrative Claim". . . . . . . . . . . . . . 1
1.2 "Allowed Claim" . . . . . . . . . . . . . . . . . 2
1.3 "Allowed Class B Interest". . . . . . . . . . . . 2
1.4 "Allowed General Unsecured Claim" . . . . . . . . 3
1.5 "Allowed Priority Claim". . . . . . . . . . . . . 3
1.6 "Allowed Secured Claim" . . . . . . . . . . . . . 3
1.7 "Allowed Tax Claim" . . . . . . . . . . . . . . . 4
1.8 "Amended Credit Agreement". . . . . . . . . . . . 4
1.9 "Bankruptcy Code" . . . . . . . . . . . . . . . . 4
1.10 "Bankruptcy Court". . . . . . . . . . . . . . . . 4
1.11 "Bankruptcy Rules". . . . . . . . . . . . . . . . 4
1.12 "Banks" . . . . . . . . . . . . . . . . . . . . . 4
1.13 "Bar Date". . . . . . . . . . . . . . . . . . . . 5
1.14 "Base Rate" . . . . . . . . . . . . . . . . . . . 5
1.15 "Business Day". . . . . . . . . . . . . . . . . . 5
1.16 "Cash". . . . . . . . . . . . . . . . . . . . . . 5
1.17 "Cash Collateral Order" . . . . . . . . . . . . . 5
1.18 "Citibank". . . . . . . . . . . . . . . . . . . . 6
1.19 "Claim" . . . . . . . . . . . . . . . . . . . . . 6
1.20 "Claimant". . . . . . . . . . . . . . . . . . . . 6
1.21 "Class" . . . . . . . . . . . . . . . . . . . . . 6
1.22 "Class B Shares". . . . . . . . . . . . . . . . . 6
1.23 "COBRA" . . . . . . . . . . . . . . . . . . . . . 6
1.24 "Code". . . . . . . . . . . . . . . . . . . . . . 6
1.25 "Collateral Agent". . . . . . . . . . . . . . . . 6
1.26 "Confirmation". . . . . . . . . . . . . . . . . . 7
1.27 "Confirmation Date" . . . . . . . . . . . . . . . 7
1.28 "Confirmation Order". . . . . . . . . . . . . . . 7
1.29 "Contingent Claim". . . . . . . . . . . . . . . . 7
1.30 "Cost Allocation Agreement" . . . . . . . . . . . 7
1.31 "Covered Employees" . . . . . . . . . . . . . . . 7
1.32 "Debtors" . . . . . . . . . . . . . . . . . . . . 7
1.33 "Deferred Fees" . . . . . . . . . . . . . . . . . 8
1.34 "Disclosure Statement". . . . . . . . . . . . . . 8
1.35 "Discount Note Holders" . . . . . . . . . . . . . 8
1.36 "Discount Note Holders' Designation". . . . . . . 8
1.37 "Discount Notes". . . . . . . . . . . . . . . . . 8
1.38 "Disputed Claim". . . . . . . . . . . . . . . . . 8
1.39 "Effective Date". . . . . . . . . . . . . . . . . 9
1.40 "Equity Interests". . . . . . . . . . . . . . . . 9
1.41 "Equity Interests in Holdings". . . . . . . . . . 9
1.42 "ERISA" . . . . . . . . . . . . . . . . . . . . . 9
1.43 "Estates" . . . . . . . . . . . . . . . . . . . . 9
1.44 "Exchange Agreement". . . . . . . . . . . . . . . 9
1.45 "Filing Date" . . . . . . . . . . . . . . . . . . 10
1.46 "Final Order" . . . . . . . . . . . . . . . . . . 10
1.47 "401(k) Plan" . . . . . . . . . . . . . . . . . . 10
1.48 "General Partnership Interest". . . . . . . . . . 10
1.49 "Gross Revenues". . . . . . . . . . . . . . . . . 10
1.50 "Holdings". . . . . . . . . . . . . . . . . . . . 10
1.51 "Indenture" . . . . . . . . . . . . . . . . . . . 11
1.52 "Intercompany Interests". . . . . . . . . . . . . 11
1.53 "IRS" . . . . . . . . . . . . . . . . . . . . . . 11
1.54 "Lenders" . . . . . . . . . . . . . . . . . . . . 11
1.55 "LIBO Rate" . . . . . . . . . . . . . . . . . . . 11
1.56 "Limited Partnership Interests" . . . . . . . . . 11
1.57 "Management Agreement". . . . . . . . . . . . . . 11
1.58 "Maryland Cable". . . . . . . . . . . . . . . . . 11
1.59 "ML Cable". . . . . . . . . . . . . . . . . . . . 11
1.60 "ML Opportunity". . . . . . . . . . . . . . . . . 12
1.61 "MultiVision" . . . . . . . . . . . . . . . . . . 12
1.62 "NewCo" . . . . . . . . . . . . . . . . . . . . . 12
1.63 "NewCo General Partner" . . . . . . . . . . . . . 12
1.64 "NewCo's Plan". . . . . . . . . . . . . . . . . . 12
1.65 "New Security Agreement". . . . . . . . . . . . . 12
1.66 "Participation Agreement" . . . . . . . . . . . . 13
1.67 "Partnership Agreement" . . . . . . . . . . . . . 13
1.68 "Partnership Interests" . . . . . . . . . . . . . 13
1.69 "Person". . . . . . . . . . . . . . . . . . . . . 13
1.70 "PIK Notes" . . . . . . . . . . . . . . . . . . . 13
1.71 "Plan". . . . . . . . . . . . . . . . . . . . . . 13
1.72 "Policies". . . . . . . . . . . . . . . . . . . . 14
1.73 "Preferred Limited Partnership Interests" . . . . 14
1.74 "Professional Fees" . . . . . . . . . . . . . . . 14
1.75 "Professionals" . . . . . . . . . . . . . . . . . 15
1.76 "Pro Rata". . . . . . . . . . . . . . . . . . . . 15
1.77 "Record Date" . . . . . . . . . . . . . . . . . . 15
1.78 "Reorganization Cases". . . . . . . . . . . . . . 15
1.79 "Replacement Notes" . . . . . . . . . . . . . . . 15
1.80 "Reserve" . . . . . . . . . . . . . . . . . . . . 16
1.81 "Subscriber". . . . . . . . . . . . . . . . . . . 16
1.82 "Subscription Agreement". . . . . . . . . . . . . 17
1.83 "Substantive Consolidation Order" . . . . . . . . 17
1.84 "Transferred Assets". . . . . . . . . . . . . . . 17
1.85 "Warrants". . . . . . . . . . . . . . . . . . . . 17
1.86 "Water Street Fund" . . . . . . . . . . . . . . . 17
ARTICLE II
CLASSIFICATION OF CLAIMS AND INTERESTS . . . . . . . . . 17
2.1 Criterion of Class. . . . . . . . . . . . . . . . 17
2.2 Allowed Claims and Equity Interests . . . . . . . 18
<PAGE>
ARTICLE III
PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS
AND ALLOWED TAX CLAIMS . . . . . . . . . . . . . . . . . 19
3.1 Administrative Claims . . . . . . . . . . . . . . 19
3.2 Tax Claims. . . . . . . . . . . . . . . . . . . . 19
3.3 Professional Fees . . . . . . . . . . . . . . . . 20
ARTICLE IV
CLAIMS NOT IMPAIRED UNDER THE PLAN . . . . . . . . . . . 21
4.1 Non-Impairment. . . . . . . . . . . . . . . . . . 21
4.2 Class 1 (Priority Claims) . . . . . . . . . . . . 21
4.3 Class 2B (Other Secured Claims) . . . . . . . . . 21
4.4 Class 3 (General Unsecured Claims). . . . . . . . 22
ARTICLE V
CLAIMS AND EQUITY INTERESTS IMPAIRED UNDER THE PLAN. . . 23
5.1 Class 2A (Secured Claims of the Lenders). . . . . 23
5.2 Class 4 (Claims of Discount Note Holders) . . . . 24
5.3 Class 5 (Claims of ML Opportunity). . . . . . . . 25
5.4 Class 6A (Equity Interests in Holdings) . . . . . 25
5.5 Class 6B (Intercompany Interests) . . . . . . . . 25
5.6 Nonconsensual Confirmation. . . . . . . . . . . . 25
5.7 Full and Final Satisfaction . . . . . . . . . . . 25
5.8 Assignment. . . . . . . . . . . . . . . . . . . . 26
ARTICLE VI
MEANS OF EXECUTION . . . . . . . . . . . . . . . . . . . 26
6.1 Availability of Funds . . . . . . . . . . . . . . 26
6.2 Exchanges and Liquidation.. . . . . . . . . . . . 27
6.3 Annulment of Subordination Agreements.. . . . . . 28
6.4 Payments to ML Opportunity. . . . . . . . . . . . 29
6.5 Interim Management Payments to ML Opportunity.. . 29
6.6 Payment to MultiVision. . . . . . . . . . . . . . 30
6.7 Management Agreement. . . . . . . . . . . . . . . 31
6.8 Partnership Agreement.. . . . . . . . . . . . . . 31
6.9 Releases. . . . . . . . . . . . . . . . . . . . . 32
6.10 Indemnification.. . . . . . . . . . . . . . . . . 32
6.11 Deliveries. . . . . . . . . . . . . . . . . . . . 34
6.12 FCC and Franchise Filings.. . . . . . . . . . . . 34
6.13 Hart-Scott-Rodino Filings.. . . . . . . . . . . . 35
6.14 Conduct of Business.. . . . . . . . . . . . . . . 35
6.15 Employees.. . . . . . . . . . . . . . . . . . . . 36
6.16 Disbursement of Funds and Delivery of
Partnership Interests.. . . . . . . . . . . . . . 41
6.17 Reserve Provisions for Disputed Claims. . . . . . 41
6.18 Disputed Payments . . . . . . . . . . . . . . . . 43
6.19 Fractional Cents. . . . . . . . . . . . . . . . . 43
6.20 Unclaimed Property. . . . . . . . . . . . . . . . 44
6.21 Set-Offs. . . . . . . . . . . . . . . . . . . . . 44
6.22 Withholding Taxes . . . . . . . . . . . . . . . . 44
6.23 Revesting . . . . . . . . . . . . . . . . . . . . 44
6.24 Discharge . . . . . . . . . . . . . . . . . . . . 45
6.25 Extinguishment of Liens.. . . . . . . . . . . . . 46
ARTICLE VII
SUBSTANTIVE CONSOLIDATION. . . . . . . . . . . . . . . . 46
7.1 Substantive Consolidation . . . . . . . . . . . . 46
7.2 Extinguishment of Guarantees. . . . . . . . . . . 47
ARTICLE VIII
EXECUTORY CONTRACTS AND UNEXPIRED LEASES . . . . . . . . 47
8.1 Executory Contracts and Unexpired Leases. . . . . 47
ARTICLE IX
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE PLAN. . . . 48
9.1 Conditions. . . . . . . . . . . . . . . . . . . . 48
9.2 Waiver of Conditions. . . . . . . . . . . . . . . 49
ARTICLE X
RETENTION OF JURISDICTION. . . . . . . . . . . . . . . . 50
10.1 Retention of Jurisdiction . . . . . . . . . . . . 50
ARTICLE XI
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . 52
11.1 Headings. . . . . . . . . . . . . . . . . . . . . 52
11.2 Defects, Omissions and Amendments . . . . . . . . 52
11.3 Governing Law . . . . . . . . . . . . . . . . . . 53
11.4 Notices . . . . . . . . . . . . . . . . . . . . . 53
11.5 Severability. . . . . . . . . . . . . . . . . . . 54
11.6 Revocation and Withdrawal . . . . . . . . . . . . 54
11.7 Effect of Withdrawal or Revocation. . . . . . . . 54
11.8 Exchange Agreement. . . . . . . . . . . . . . . . 54
11.9 Implementation. . . . . . . . . . . . . . . . . . 55
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -----------------------------------x
In re: : Chapter 11
:
MARYLAND CABLE HOLDINGS CORP. AND :
MARYLAND CABLE CORP., : Case Nos. 94 B
:
Debtors. : (Jointly Administered)
- -----------------------------------x
DEBTORS' CONSOLIDATED PREPACKAGED PLAN OF REORGANIZATION
Maryland Cable Holdings Corp. and Maryland Cable Corp.
propose the following prepackaged consolidated plan of
reorganization pursuant to Section 1121(a) of Title 11, United
States Code:
ARTICLE I
DEFINITIONS
For purposes of this prepackaged consolidated plan of
reorganization, the following terms shall have the meanings
herein set forth. Unless otherwise indicated, the singular
shall include the plural. Capitalized terms shall at all times
refer to the terms as defined in this Article. Other terms used
herein shall have the meaning ascribed to them in Title 11,
United States Code.
1.1 "Administrative Claim" shall mean a Claim for any
cost or expense of administration of the Reorganization Cases
allowed under Section 503(b) of the Bankruptcy Code that is
entitled to priority under Section 507(a)(1) of the Bankruptcy
Code, including, without limitation (i) fees and expenses of
Professionals to the extent allowed by the Bankruptcy Court
under Sections 330 and 331 of the Bankruptcy Code, (ii) all fees
and charges assessed against the Debtors' Estates pursuant to 28
U.S.C. Section 1930, and (iii) amounts payable on and subsequent to
the Filing Date to MultiVision (a) under the Cost Allocation
Agreement, (b) to reimburse MultiVision for expenses paid on
behalf of Maryland Cable in the ordinary course of business or
in connection with the Chapter 11 filing by Maryland Cable, or
(c) as otherwise approved by the holders of a majority of the
principal amount of the Discount Notes.
1.2 "Allowed Claim" shall mean a Claim that: (a) has
been scheduled by the Debtors pursuant to Section 521(1) of the
Bankruptcy Code and Bankruptcy Rule 1007 and (i) is not
scheduled as disputed, contingent or unliquidated, and (ii) is
not a Claim as to which a proof of Claim has been filed; (b) is
a Claim as to which a timely proof of Claim has been filed as of
the Bar Date and no objection thereto, or application to
equitably subordinate or otherwise limit recovery, has been made
on or before any applicable deadline; or (c) has been allowed by
a Final Order.
1.3 "Allowed Class B Interest" shall mean any
interest in the Class B Shares, which is registered as of the
Record Date in such stock register as may be maintained by or on
behalf of Holdings, and to which no objection has been made on
or before any applicable deadline, or which has been allowed
pursuant to a Final Order.
1.4 "Allowed General Unsecured Claim" shall mean any
Allowed Claim that is not an Allowed Administrative Claim, an
Allowed Tax Claim, an Allowed Priority Claim, an Allowed Secured
Claim, an Allowed Claim in Class 4 or Class 5, nor a Claim of ML
Opportunity or MultiVision, except for amounts payable prior to
the Filing Date to MultiVision (i) under the Cost Allocation
Agreement, (ii) to reimburse MultiVision for expenses paid on
behalf of Maryland Cable in the ordinary course of business or
in connection with the Chapter 11 filing by Maryland Cable, or
(iii) as otherwise approved by the holders of a majority in
principal amount of the Discount Notes. Allowed General
Unsecured Claims shall include simple interest only to the
extent to which the holder of such a Claim may be contractually
entitled.
1.5 "Allowed Priority Claim" shall mean that portion
of an Allowed Claim, if any, entitled to priority under Section
507(a) of the Bankruptcy Code, exclusive of Allowed Tax Claims
and Allowed Administrative Claims.
1.6 "Allowed Secured Claim" shall mean that portion
of an Allowed Claim equal to the value, as determined by the
Bankruptcy Court pursuant to Section 506(a) of the Bankruptcy
Code and Bankruptcy Rule 3012, of the interest of the holder of
the Allowed Secured Claim in the property of any of the Debtors
securing such Allowed Secured Claim. An Allowed Secured Claim
shall include interest to the extent required by Section 506(b)
of the Bankruptcy Code.
1.7 "Allowed Tax Claim" shall mean that portion of an
Allowed Claim entitled to priority under Section 507(a)(7) of
the Bankruptcy Code.
1.8 "Amended Credit Agreement" shall mean the Amended
and Restated Credit Agreement among Maryland Cable, Holdings,
the Banks and Citibank, as Agent, dated September 6, 1991.
1.9 "Bankruptcy Code" shall mean the Bankruptcy
Reform Act of 1978, 11 U.S.C. Section 101 et seq., as in effect on
the Filing Date, as the same thereafter has been and may be
amended.
1.10 "Bankruptcy Court" shall mean the United States
Bankruptcy Court for the Southern District of New York or such
other court as may hereafter be granted primary jurisdiction
over the Reorganization Cases.
1.11 "Bankruptcy Rules" shall mean the Federal Rules
of Bankruptcy Procedure, effective August 1, 1991 in accordance
with the provisions of 28 U.S.C. Section
2075 as the same thereafter
has been and may be amended.
1.12 "Banks" shall mean the financial institutions
that were issued notes under the Amended Credit Agreement, i.e.,
(i) Citibank, (ii) Connecticut National Bank, (iii) Den Norske
Bank (U.S.) Banking Corporation, (iv) Kansallis-Osake-Pankki,
(v) Meritor Savings Bank, (vi) Provident Bank, (vii) Sanwa
Business Credit Corporation and (viii) U.S. Leasing Corp., San
Francisco Branch.
1.13 "Bar Date" shall mean the date fixed by order of
the Bankruptcy Court by which all Persons asserting a Claim
against the Debtors must file a proof of claim or be forever
barred from asserting a Claim against the Debtors or their
property, and from voting on the Plan and/or sharing in
distributions hereunder.
1.14 "Base Rate" shall have the meaning given to such
term as set forth in the Replacement Notes, a form of which is
annexed hereto as exhibit 1.
1.15 "Business Day" shall mean any day other than a
Saturday, Sunday or legal holiday as such term is defined in
Bankruptcy Rule 9006.
1.16 "Cash" means cash, cash equivalents (including
personal checks drawn on a bank insured by the Federal Deposit
Insurance Corporation, certified checks and money orders) and
other readily marketable direct obligations of the United States
of America and certificates of deposit issued by banks.
1.17 "Cash Collateral Order" shall mean, collectively,
orders of the Bankruptcy Court authorizing the Debtors to use
cash collateral pursuant to Sections 363(c)(2) and (e) of the
Bankruptcy Code.
1.18 "Citibank" shall mean Citibank, N.A.
1.19 "Claim" shall mean a Claim against either of the
Debtors as defined in Sections 101(5) and 102(2) of the
Bankruptcy Code.
1.20 "Claimant" shall mean the holder of a Claim.
1.21 "Class" shall mean a category of Claimants
holding Claims or holders of Equity Interests which are
substantially similar in nature to the Claims of the other
Claimants or the Equity Interests of other holders in such
Class, as classified pursuant to the Plan.
1.22 "Class B Shares" shall mean shares of Class B
Common Stock issued by Holdings.
1.23 "COBRA" shall have the meaning set forth in
section 6.15(c) hereof.
1.24 "Code" shall have the meaning set forth in
section 6.15(b)(1) hereof.
1.25 "Collateral Agent" shall mean a Person designated
as a secured party on behalf of the Lenders, which Person shall
be designated by the Debtors and approved by the Bankruptcy
Court.
1.26 "Confirmation" shall mean entry of an order by
the Bankruptcy Court confirming the Plan pursuant to Section
1129 of the Bankruptcy Code.
1.27 "Confirmation Date" shall mean the date upon
which the Confirmation Order is entered by the Bankruptcy Court.
1.28 "Confirmation Order" shall mean the order of the
Bankruptcy Court confirming the Plan pursuant to Section 1129 of
the Bankruptcy Code.
1.29 "Contingent Claim" shall mean any Claim for which
a proof of Claim has been filed with the Bankruptcy Court but
was not filed in a sum certain and which Claim has not been
fixed by the Bankruptcy Court at a sum certain.
1.30 "Cost Allocation Agreement" shall mean the
Amended and Restated Agency and Cost Allocation Agreement dated
as of January 20, 1988, among Maryland Cable, MultiVision, ML
Opportunity and other parties named therein, as amended,
modified or supplemented from time to time.
1.31 "Covered Employees" shall have the meaning set
forth in section 6.15(b)(1) hereof.
1.32 "Debtors" shall mean Maryland Cable Holding Corp.
and Maryland Cable Corp., collectively, and upon the filing of
their respective voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code, in their capacity as debtors-
in-possession.
1.33 "Deferred Fees" shall mean those deferred
management fees owed to ML Opportunity by Maryland Cable as of
December 31, 1993 pursuant to that certain fee sharing
agreement, dated November 17, 1988, between ML Opportunity and
Maryland Cable.
1.34 "Disclosure Statement" shall mean the Disclosure
Statement respecting the Plan filed by the Debtors in the
Reorganization Cases and approved by order of the Bankruptcy
Court as containing adequate information in accordance with
Section 1125 of the Bankruptcy Code.
1.35 "Discount Note Holders" shall mean, collectively,
all beneficial holders of the Discount Notes.
1.36 "Discount Note Holders' Designation" shall mean,
collectively, the aggregate number of (i) units of Limited
Partnership Interests, and (ii) shares of common stock of the
NewCo General Partner, which units and shares shall be issued to
the holders of Allowed Claims in Class 4.
1.37 "Discount Notes" shall mean, collectively, the
15-3/8% Senior Subordinated Discount Notes due 1998 in the
aggregate face amount of $162,406,000, issued by Maryland Cable
pursuant to the Indenture.
1.38 "Disputed Claim" shall mean (i) any Claim as to
which an objection to the allowance thereof has been interposed
as of the Effective Date or any date fixed by order of the
Bankruptcy Court and which objection has not been determined by
a Final Order, or (ii) a Contingent Claim.
1.39 "Effective Date" shall mean the first Business
Day on which all the conditions in section 9.1 of the Plan have
been either satisfied or waived, unless extended by agreement of
(i) the Debtors, (ii) ML Opportunity and (iii) Discount Note
Holders holding at least a majority in principal amount of the
Discount Notes.
1.40 "Equity Interests" shall mean, collectively, the
Equity Interests in Holdings and Intercompany Interests.
1.41 "Equity Interests in Holdings" shall mean all
equity interests in Holdings, including the Allowed Class B
Interests and Warrants.
1.42 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, 29 U.S.C. Section 1001 et seq., as amended.
1.43 "Estates" shall mean the estates created in the
Reorganization Cases by Section 541 of the Bankruptcy Code.
1.44 "Exchange Agreement" shall mean the Exchange
Agreement dated December 31, 1993, as it may be amended and
modified, entered into by and among NewCo, ML Opportunity,
Maryland Cable, Holdings, ML Cable, the Water Street Fund,
Allstate Life Insurance Company, and any other Discount Note
Holder that is or becomes a party thereto, a copy of which is
annexed to the Disclosure Statement as exhibit B.
1.45 "Filing Date" shall mean the date upon which each
of the Debtors filed its voluntary Chapter 11 petition for
reorganization pursuant to Chapter 11 of the Bankruptcy Code.
1.46 "Final Order" shall mean an order or judgment of
the Bankruptcy Court which has not been reversed, stayed,
modified or amended and as to which the time to appeal or seek
review, rehearing, reargument or certiorari has expired or as to
which any right to appeal or to seek certiorari, review, or
rehearing has been waived.
1.47 "401(k) Plan" shall have the meaning set forth in
section 6.15(b)(1) hereof.
1.48 "General Partnership Interest" shall mean the
general partnership interest in NewCo to be held by NewCo
General Partner.
1.49 "Gross Revenues" shall mean the gross revenues of
Maryland Cable's cable television system from all normal
operating sources. Gross Revenues for any portion of a month
during the period through and including the Effective Date shall
be the pro rata portion of the Gross Revenues for the entire
month based on the number of days in that month during the
period.
1.50 "Holdings" shall mean Maryland Cable Holdings
Corp., a Maryland corporation, the holder of 100% of the common
stock of Maryland Cable.
1.51 "Indenture" shall mean the Indenture dated as of
November 15, 1988, entered into by and between Maryland Cable
and Security Pacific National Trust Company (New York), as
Trustee, in connection with the issuance of the Discount Notes.
1.52 "Intercompany Interests" shall mean the equity
interest of Holdings in Maryland Cable.
1.53 "IRS" shall have the meaning set forth in section
6.15(b)(2) hereof.
1.54 "Lenders" shall mean the Banks and ML Cable,
together with any of their participants, successors or assigns.
1.55 "LIBO Rate" shall have the meaning given to such
term as set forth in the Replacement Notes, a form of which is
annexed hereto as exhibit 1.
1.56 "Limited Partnership Interests" shall mean the
limited partnership interests in NewCo to be issued to the
Discount Note Holders pursuant to section 5.2 herein.
1.57 "Management Agreement" shall mean such management
agreement as may be entered into by and between NewCo and ML
Opportunity or an entity other than ML Opportunity.
1.58 "Maryland Cable" shall mean Maryland Cable Corp.,
a Maryland corporation.
1.59 "ML Cable" shall mean ML Cable Partners, a New
York general partnership.
1.60 "ML Opportunity" shall mean ML Media Opportunity
Partners, L.P., a Delaware limited partnership.
1.61 "MultiVision" shall mean MultiVision Cable TV
Corp., a Delaware corporation.
1.62 "NewCo" shall mean Maryland Cable Partners, L.P.,
a Delaware limited partnership which will (i) be the transferee
of the assets of Maryland Cable (including liabilities
associated therewith, and subject to valid and perfected liens
and security interests, that are not discharged or that are
created pursuant to this Plan) and (ii) issue the Replacement
Notes, the Limited Partnership Interests and the Preferred
Limited Partnership Interests.
1.63 "NewCo General Partner" shall mean Maryland Cable
General Partner, Inc., a Delaware corporation, all of the
outstanding stock of which will be issued to the Discount Note
Holders on the Effective Date.
1.64 "NewCo's Plan" shall have the meaning set forth
in section 6.15(b) hereof.
1.65 "New Security Agreement" shall mean the Security
Agreement and mortgages to be entered into by and between NewCo
and the Collateral Agent, together with any and all documents
referenced therein or otherwise entered into by and between
NewCo and the Collateral Agent, for the ratable benefit of the
Lenders, pursuant to which the Lenders shall retain their liens
on and security interests in all tangible and intangible assets
of NewCo, which New Security Agreement shall be filed with the
Bankruptcy Court and available for review prior to the
Confirmation Date.
1.66 "Participation Agreement" shall mean that
Participation Agreement, dated as of September 6, 1991, entered
into by and among ML Cable and certain parties to the Amended
Credit Agreement.
1.67 "Partnership Agreement" shall mean the
Partnership Agreement of NewCo, the form of which is attached to
the Disclosure Statement as exhibit C.
1.68 "Partnership Interests" shall mean, collectively,
the General Partner Interest and the Limited Partnership
Interests.
1.69 "Person" shall mean any individual, corporation,
partnership, joint venture, trust, estate, unincorporated
association, or organization, governmental entity or political
subdivision thereof, or any other entity.
1.70 "PIK Notes" shall mean, collectively, the notes
dated January 31, 1990 and March 28, 1990 issued by Holdings to
ML Opportunity evidencing $600,000 and $3,000,000 of principal
indebtedness, respectively.
1.71 "Plan" shall mean this prepackaged consolidated
Chapter 11 plan of reorganization and any exhibits hereto and
any documents incorporated herein by reference, as the same may
from time to time be amended as and to the extent permitted
herein or by the Bankruptcy Code.
1.72 "Policies" shall have the meaning set forth in
section 6.15(a) hereof.
1.73 "Preferred Limited Partnership Interests" shall
mean preferred limited partnership interests in NewCo, having an
aggregate face amount of $3,496,413 which shall (i) be offered
to all of the Discount Note Holders first on a Pro Rata basis,
and, thereafter, in the event that there is an
undersubscription, to all Discount Note Holders with respect to
the undersubscribed portion on a first come basis; (ii) entitle
the holders to a priority distribution at an annual interest
rate of 9-1/2 percent; (iii) be redeemable by NewCo in an amount equal to
face value plus any unpaid priority distribution (a) at its
option at any time prior to December 31, 1998 or (b) on December
31, 1998; (iv) have a liquidation preference equal to face value
plus any unpaid priority distribution; and (v) be subject to
such other terms and conditions as set forth in the Subscription
Agreement. All proceeds from the sale of Preferred Limited
Partnership Interests shall be earmarked to make payments to ML
Opportunity in accordance with sections 6.4(a) and (b) and 6.5
hereof.
1.74 "Professional Fees" shall mean all allowances of
compensation and reimbursement of expenses allowed to
Professionals by the Bankruptcy Court pursuant to Section 330
and 331 of the Bankruptcy Code.
1.75 "Professionals" shall mean those Persons employed
pursuant to an order of the Bankruptcy Court in accordance with
Section 327 (and Section 1103, if applicable) of the Bankruptcy
Code and to be compensated for services pursuant to Sections
327, 328, 329, 330 and 331 of the Bankruptcy Code.
1.76 "Pro Rata" shall mean the ratio of an Allowed
Claim in a particular Class to the aggregate amount of all
Allowed Claims in that Class.
1.77 "Record Date" shall mean (a) for the purpose of
voting on the Plan, January 31, 1994, and (b) for the purposes
of any distribution to Discount Note Holders, the Effective
Date.
1.78 "Reorganization Cases" shall mean the Debtors'
cases pursuant to Chapter 11 of the Bankruptcy Code administered
in the Bankruptcy Court.
1.79 "Replacement Notes" shall mean the promissory
notes of NewCo payable to the order of each of the respective
Lenders evidencing the obligations of NewCo to the Lenders
through the Effective Date in the aggregate principal amount of
$85,000,000 due and owing to the Lenders under the Amended
Credit Agreement, plus (i) (x) accrued unpaid interest (either
at the applicable non-default LIBO Rate option provided in the
Amended Credit Agreement or such other rate as the Bankruptcy
Court shall determine and the holders of at least a majority in
principal amount of the Discount Notes shall approve), and (y)
reasonable fees and expenses incurred by the Lenders as
determined by the Bankruptcy Court and agreed to by the holders
of at least a majority in principal amount of the Discount
Notes, in each case to the extent required under Section 506(b)
of the Bankruptcy Code and (ii) less all lock box receipts of
the Debtors applied by Citibank prior to the Filing Date to any
amounts due under the Amended Credit Agreement. The Replacement
Notes shall (a) be issued to the Lenders pursuant to section 5.1
herein and be subject to the terms and conditions set forth
therein and in exhibit 2 annexed hereto and made a part hereof,
(b) be transferrable, (c) bear interest at a rate equal to (1)
in NewCo's discretion, 2.56% over the LIBO Rate or 1.56% over
the Base Rate (the same rate (on a blended basis) as provided
for in the Amended Credit Agreement), or (2) such other rate as
the Bankruptcy Court shall order and the holders of a majority
in principal amount of the Discount Notes approve, and (d) have
a maturity date of December 31, 1998.
1.80 "Reserve" shall mean the entire amount held at
any particular time by NewCo, as provided by section 6.17 of
this Plan, including any interest, dividends or other income
earned thereon.
1.81 "Subscriber" shall mean a Discount Note Holder
who elects to purchase Preferred Limited Partnership Interests.
1.82 "Subscription Agreement" shall mean,
collectively, the agreements to be entered into by and between
NewCo and respective Subscribers pursuant to which the
Subscribers shall purchase Preferred Limited Partnership
Interests, which shall be either the Partnership Agreement or
such other agreements in a form which shall be filed with the
Bankruptcy Court prior to the date the hearing on Confirmation
is scheduled.
1.83 "Substantive Consolidation Order" shall mean the
order, or provision of the Confirmation Order, substantively
consolidating the Debtors' cases as provided in Article VII
herein.
1.84 "Transferred Assets" shall have the meaning set
forth in section 6.15(b)(1) hereof.
1.85 "Warrants" shall mean the warrants sold to the
Banks pursuant to a Warrant Purchase Agreement entered into
among Holdings and each of the Banks on the closing date of the
Amended Credit Agreement.
1.86 "Water Street Fund" shall mean Water Street
Corporate Recovery Fund I, L.P.
ARTICLE II
CLASSIFICATION OF CLAIMS AND INTERESTS
2.1 Criterion of Class. A Claim is in a particular
Class only to the extent that the Claim qualifies within the
description of that Class and is in a different Class to the
extent that the remainder of the Claim qualifies within the
description of the different Class.
2.2 Allowed Claims and Equity Interests. All Allowed
Claims and all Equity Interests are divided into the following
Classes, which Classes shall be mutually exclusive:
(a) Class 1 (Priority Claims). Class 1 shall
consist of all Allowed Priority Claims.
(b) Class 2 (Secured Claims). Class 2 shall
consist of the following subclasses:
(i) Class 2A shall consist of Allowed
Secured Claims of the Lenders.
(ii) Class 2B shall consist of Allowed
Secured Claims other than those of the Lenders.
(c) Class 3 (General Unsecured Claims). Class 3
shall consist of all Allowed General Unsecured Claims.
(d) Class 4 (Discount Note Holders' Claims).
Class 4 shall consist of all Allowed Claims of Discount Note
Holders on account of their ownership of the Discount Notes.
(e) Class 5 (ML Opportunity Claims). Class 5
shall consist of all Allowed Claims of ML Opportunity on account
of the PIK Notes, Deferred Fees, and other amounts due and owing
to ML Opportunity for which payment or other treatment is not
otherwise expressly provided for in this Plan.
(f) Class 6 (Equity Interests). Class 6 shall
consist of the following subclasses:
(i) Class 6A (Equity Interests in
Holdings). Class 6A shall consist of the Equity Interests in
Holdings.
(ii) Class 6B (Intercompany Interests).
Class 6B shall consist of the Intercompany Interests.
ARTICLE III
PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS
AND ALLOWED TAX CLAIMS
3.1 Administrative Claims. All Administrative Claims
other than Professional Fees shall be paid by the Debtors in
full, in Cash, in such amounts as are incurred in the ordinary
course of business by the Debtors, or in such amounts as such
Administrative Claims are allowed by the Bankruptcy Court (a)
upon the later of the Effective Date or the date upon which the
Bankruptcy Court enters a Final Order allowing such
Administrative Claim or (b) upon such other terms as may exist
in accordance with the ordinary course of the business of the
Debtors or (c) as may be agreed upon between any holder of such
Administrative Claim and the Debtors.
3.2 Tax Claims. Allowed Tax Claims of governmental
units entitled to priority under Section 507(a)(7) of the
Bankruptcy Code shall be paid by the Debtors, in full, in Cash,
on the Effective Date or upon such other terms as may be agreed
to between the Debtors and the holder of any Allowed Tax Claim;
provided, however, that (i) the Debtors may, at their option, in
lieu of payment in full on the Effective Date of the Allowed Tax
Claims, make cash payments respecting Allowed Tax Claims,
deferred to the extent permitted by Section 1129(a)(9) of the
Bankruptcy Code and, in such event, interest shall be paid on
the unpaid portion of such Allowed Tax Claim at the statutory
rate or at a rate to be agreed to by the Debtors and the
appropriate governmental unit or, if they are unable to agree,
to be determined by the Bankruptcy Court; and (ii) if such
Allowed Tax Claim is for a tax assessed against property of the
Estates, such Claim will not exceed the value of the interest of
the Estates in such property; and, in the event an Allowed Tax
Claim may also be classified as an Allowed Secured Claim, the
Debtors may, at their option, elect to treat Allowed Tax Claims
as Secured Claims. All Allowed Tax Claims that by their terms
become due and payable after the Confirmation Date shall be paid
when due.
3.3 Professional Fees. All applications and motions
for Professional Fees for services rendered in connection with
the Reorganization Cases and this Plan prior to the Confirmation
Date shall be filed within sixty (60) days after the
Confirmation Date. All Professional Fees for services rendered
in connection with the Reorganization Cases and the Plan after
the Confirmation Date, including those relating to the
resolution of Disputed Claims, shall be paid by the Debtors
without further Bankruptcy Court authorization.
ARTICLE IV
CLAIMS NOT IMPAIRED UNDER THE PLAN
4.1 Non-Impairment. Claims in Class 1, Class 2B, and
Class 3 are not impaired under the Plan. In the event of a
controversy as to whether any Claimants are impaired, the
Bankruptcy Court shall, after appropriate notice and hearing,
determine such controversy.
4.2 Class 1 (Priority Claims). The Allowed Priority
Claims shall be paid in full, in Cash, as soon as practicable
after the later of the Effective Date, or the date of a Final
Order allowing any such Claim in Class 1 or upon such other
terms as may be agreed to between the Debtors and the holder of
a Class 1 Claim.
4.3 Class 2B (Other Secured Claims). As to each
Allowed Secured Claim held by Claimants other than the Lenders,
at the Debtors' option either:
(a) (i) any default, other than of the kind specified
in Section 365(b)(2) of the Bankruptcy Code, shall be cured,
provided that any accrued and unpaid interest, if any, which the
Debtors may be obligated to pay with respect to such default
shall be simple interest at the contract rate and not at any
default rate of interest;
(ii) the maturity of the Claim shall be reinstated
as the maturity existed before any default;
(iii) the holder of the Claim shall be compensated
for any damage incurred as a result of any reasonable reliance
by the holder on any provision that entitled the holder to
accelerate maturity of the Claim; and
(iv) the other legal, equitable, or contractual
rights to which the Claim entitles the holder shall not
otherwise be altered; provided, however, that as to any such
Allowed Secured Claim which is a nonrecourse claim and exceeds
the value of the collateral securing the Claim, the collateral
may be sold at a sale at which the holder of such Claim has an
opportunity to bid; or
(b) on the Effective Date, or on such other date
thereafter as may be agreed to by the Debtors and the holder of
such Claim, the Debtors shall abandon the collateral securing
such Claim to the holder thereof in full satisfaction and
release of such Claim; or
(c) on the Effective Date, the holder of such Claim
shall receive, on account of such Claim, Cash equal to its
Allowed Secured Claim, or such lesser amount to which the holder
of such Claim shall agree, in full satisfaction and release of
such Claim.
4.4 Class 3 (General Unsecured Claims). Each holder
of an Allowed General Unsecured Claim shall receive on account
of such Claim a Cash payment equal to one hundred percent (100%)
of its Allowed General Unsecured Claim on the later of (i) ten
(10) days after the date on which the Confirmation Order becomes
a Final Order, or as soon as practicable thereafter if funds are
available to make all such payments, (ii) the Effective Date, if
sufficient funds were not available to make all such payments
prior to the Effective Date , (iii) the date an Allowed General
Unsecured Claim becomes due and payable in the ordinary course
of the Debtors' business consistent with the Debtors' ordinary
payment practices, or (iv) with respect to any Allowed General
Unsecured Claim, such other date as permitted by Final Order of
the Bankruptcy Court.
ARTICLE V
CLAIMS AND EQUITY INTERESTS IMPAIRED UNDER THE PLAN
5.1 Class 2A (Secured Claims of the Lenders). Each
Lender shall receive a Replacement Note in full satisfaction of
its Allowed Secured Claim in accordance with Section
1129(b)(2)(A)(i) of the Bankruptcy Code. On the Effective Date,
all outstanding obligations due to the Lenders under the Amended
Credit Agreement and all related documents shall be restructured
as follows:
(a) Principal owing to the Lenders under the
Amended Credit Agreement shall be allocated to each Lender, and
be included in each Lender's Replacement Note, based on the
principal amount owed to such Lender under the Amended Credit
Agreement. In the event a Lender's Claim is based on a
participation, (i) the amount of principal allocated to such
Lender, and included in such Lender's Replacement Note, shall be
based on the principal amount of such Lender's participation and
(ii) the amount of principal allocated to the Lender from whom
the Lender received its participation, and the amount of
principal included in such Lender's Replacement Note, shall be
reduced by a corresponding amount;
(b) Upon the issuance of the Replacement Notes,
the Amended Credit Agreement and all agreements and documents
relating thereto shall be cancelled and become null and void,
and all obligations of any party under such agreements shall be
released;
(c) Pursuant to the New Security Agreement, the
Collateral Agent, on behalf of the Lenders, shall retain (or be
assigned, if applicable) all valid and enforceable liens on, and
security interests in the assets of Maryland Cable which assets,
as of the Filing Date, were subject to the valid and enforceable
liens and security interests of Citibank, as agent for the
Lenders, which assets are contemplated to constitute the
tangible and intangible assets of NewCo; and
(d) The Replacement Notes shall be subject to
the terms and conditions set forth on exhibit 2 hereto which are
incorporated herein by reference.
5.2 Class 4 (Claims of Discount Note Holders). On
the Effective Date each Discount Note Holder shall receive a Pro
Rata share of the Discount Note Holders' Designation. In
addition, each Discount Note Holder may, at its option, purchase
Preferred Limited Partnership Interests and have such applicable
rights as a Subscriber under the Subscription Agreement.
5.3 Class 5 (Claims of ML Opportunity). On the
Effective Date, ML Opportunity shall receive Cash raised from
Subscribers in the amount of $2,846,413 on account of its Claims
arising from (i) the Deferred Fees, (ii) the PIK Notes, and
(iii) other amounts due and owing from the Debtors to ML
Opportunity for which payment or other treatment is not
otherwise expressly provided for in this Plan.
5.4 Class 6A (Equity Interests in Holdings). All
Allowed Equity Interests in Holdings shall be cancelled,
annulled and extinguished as of the Effective Date.
5.5 Class 6B (Intercompany Interests). As of the
Effective Date, upon the liquidation of Maryland Cable into
Holdings, all Intercompany Interests shall be cancelled,
annulled and extinguished.
5.6 Nonconsensual Confirmation. In the event that
any impaired Class of Claims or Equity Interests shall not
accept the Plan in accordance with Section 1129(a) of the
Bankruptcy Code, the Debtors reserve the right to (i) request
that the Bankruptcy Court confirm the Plan in accordance with
Section 1129(b) of the Bankruptcy Code, or (ii) amend the Plan
in accordance with section 11.2 hereof.
5.7 Full and Final Satisfaction. All payments and
all distributions hereunder shall be in full and final
satisfaction, settlement, release and discharge of all Claims
and Equity Interests.
5.8 Assignment. If on or before the Effective Date
the Water Street Fund and any other Discount Note Holders sells
(or enters into an agreement or agreements to sell) or otherwise
transfers control of (or enters into an agreement to transfer
control of) an aggregate of 50.1% or more of the total
outstanding amount of the Discount Notes to one Person (or more
than one related Person), ML Opportunity shall be entitled to an
additional payment from NewCo in an amount equal to 5% of the
excess of the Value of the Systems over $180,000,000, such
payment to be made on the Effective Date (or if the transaction
is consummated after the Effective Date, such payment shall be
made upon the closing of the transaction). For purposes of this
section, the "Value of the Systems" shall be the sum of (a)
$162,406,000 times the percentage of the face amount of the
Discount Notes at which the Discount Notes are sold, plus (b)
$90,000,000.
ARTICLE VI
MEANS OF EXECUTION
In addition to the provisions set forth elsewhere in
this Plan regarding the means of execution, the following shall
constitute the means of execution of the Plan.
6.1 Availability of Funds. The funds utilized to
make the Cash payments hereunder have been and will continue to
be generated by funds generated by the operation of Maryland
Cable's cable television systems in accordance with the
provisions of the Cash Collateral Order, except that Cash needed
to make payments to ML Opportunity under sections 6.4(a) and (b)
and 6.5 hereof will be provided from NewCo's sale, prior to or
as of the Effective Date, of the Preferred Limited Partnership
Interests to the Subscribers pursuant to the Subscription
Agreement, having an aggregate purchase price of $3,496,413. To
the extent that the holders of the Discount Notes do not
subscribe for all of the Preferred Limited Partnership
Interests, Water Street will subscribe to sufficient amounts of
Special Limited Partnership Interests such that the total
amounts received from the subscription will be $3,496,413.
6.2 Exchanges and Liquidation. On the Effective
Date:
(a) each Discount Note Holder shall transfer and
assign to NewCo all of its Discount Notes (including the right
to receive any accrued interest thereon) and all of its Class B
Shares in exchange for its Pro Rata share of the Discount Note
Holders' Designation;
(b) ML Opportunity shall transfer and assign to
NewCo the PIK Notes, the Deferred Fees, and other Claims against
either or both of the Debtors;
(c) all outstanding Equity Interests in Holdings
shall be cancelled, annulled and extinguished;
(d) Holdings shall issue 100 shares of common
stock to NewCo;
(e) the (i) Indenture, (ii) Discount Notes,
(iii) PIK Notes, and (iv) right of ML Opportunity to receive
Deferred Fees and other amounts arising from ML Opportunity's
other Claims against either or both of the Debtors shall all be
cancelled, extinguished and annulled, unless otherwise
determined by Maryland Cable, NewCo and the holders of at least
a majority in principal amount of the Discount Notes; and
(f) Maryland Cable shall be liquidated into
Holdings, and Holdings shall be liquidated into NewCo, pursuant
to their respective Plans of Dissolution and Complete
Liquidation, in the respective forms which will be filed with
the Bankruptcy Court prior to the Confirmation Date. Pursuant
to the liquidations, all of the assets of Maryland Cable and
Holdings shall be assigned to NewCo, subject to all of the
liabilities of Maryland Cable and Holdings that are not
discharged or that are created pursuant to the Plan.
6.3 Annulment of Subordination Agreements. The
treatment of Claims as provided for herein is in lieu of and in
full and complete satisfaction of any rights that any Claimant,
agent or indenture trustee may have to seek to enforce
subordination rights pursuant to contract, Sections 510(a) and
(c) of the Bankruptcy Code, or otherwise under applicable non-
bankruptcy law. Any and all subordination agreements entered
into by and among the Debtors and any parties receiving a
distribution under the Plan, and/or by and among any parties
receiving a distribution under the Plan shall be deemed
cancelled, extinguished and annulled and to be of no further
force and effect.
6.4 Payments to ML Opportunity. On the Effective
Date, the following payments shall be made to ML Opportunity
from funds paid by Subscribers in connection with the purchase
of Preferred Limited Partnership Interests pursuant to the
Subscription Agreement:
(a) $2,670,000, in Cash, in exchange for the
transfer and assignment to NewCo of all of the PIK Notes
(including any accrued interest thereon) and ML Opportunity's
right to receive the Deferred Fees and other Claims it has
against either or both of the Debtors (including the rights to
receive any accrued interest thereon); and
(b) $176,413 Cash as reimbursement for certain
actual expenses to third parties, paid by ML Opportunity on
behalf of the Debtors.
In addition, ML Opportunity shall receive any payments
to which it is entitled pursuant to Sections 5.8, 6.5 and 6.7
hereof.
6.5 Interim Management Payments to ML Opportunity.
(a) As compensation for managing the day-to-day
operations of the cable television system of Maryland Cable for
the period from January 1, 1994 through and including the
Effective Date, ML Opportunity shall be paid, within 60 days
after the Effective Date, Cash in an amount equal to the excess
of (i) the percentage determined pursuant to the table below of
the Gross Revenues of the cable television system owned by
Maryland Cable for the period from January 1, 1994 through the
Effective Date over (ii) the amount paid to MultiVision under
the Cost Allocation Agreement with respect to that period:
If the Effective Date Occurs in Percentage
March, 1994 4.70%
April, 1994 4.70%
May, 1994 4.70%
June, 1994 4.70%
July, 1994 4.70%
August, 1994 4.40%
September, 1994 4.10%
October, 1994 3.90%
November, 1994 3.75%
December, 1994 3.60%
or thereafter
(b) Within 60 days after the Effective Date, for the
period from January 1, 1994 through and including the Effective
Date, NewCo shall reimburse ML Opportunity in Cash, on a dollar
for dollar basis for all out-of-pocket expenses to third parties
incurred by ML Opportunity in managing the cable television
system of Maryland Cable.
6.6 Payment to MultiVision. Unless ML Opportunity
enters into a Management Agreement with NewCo on or before the
Effective Date, on the Effective Date, MultiVision shall be paid
$500,000 Cash in settlement of all Claims for severance and
other expenses resulting from the termination of Multivision as
the manager of Maryland Cable's television system, and for all
other Claims Multivision may have against either or both of the
Debtors (other than MultiVision's Administrative Claims or
Allowed General Unsecured Claims for payment and performance
under the Cost Allocation Agreement for the period from January
1, 1994 through and including the Effective Date). In the event
NewCo enters into a Management Agreement with ML Opportunity,
the $500,000 Cash payment shall be made upon termination of such
Management Agreement and pursuant to the terms and provisions of
the Management Agreement.
6.7 Management Agreement. On the Effective Date,
either NewCo shall enter into a Management Agreement with a
manager other than ML Opportunity on such terms as they may
agree upon or NewCo and ML Opportunity shall execute a
Management Agreement, substantially in the form annexed to the
Exchange Agreement as Exhibit "B", providing, inter alia, for ML
Opportunity to manage the day-to-day operations of the cable
television system owned by Maryland Cable for a management fee
of 4.7% of the Gross Revenues of the system plus reimbursement
for all out-of-pocket expenses to third parties incurred by it
as manager. NewCo shall notify ML Opportunity at least 30 days
prior to the Effective Date whether NewCo will enter into a
Management Agreement with ML Opportunity. On the Effective
Date, Maryland Cable's participation under the Cost Allocation
Agreement shall terminate.
6.8 Partnership Agreement. On the Effective Date,
simultaneously with and as a condition to the receipt of its Pro
Rata portion of the Discount Note Holders' Designation, each of
the Discount Note Holders shall execute the Partnership
Agreement.
6.9 Releases. On the Effective Date, (i) each of the
Discount Note Holders and ML Opportunity shall be deemed to have
granted general releases in favor of Maryland Cable, NewCo, and
Holdings, (ii) Maryland Cable, NewCo, and Holdings shall be
deemed to have granted general releases in favor of ML
Opportunity and each of the Discount Note Holders, (iii) each of
the Discount Note Holders shall be deemed to have granted a
general release in favor of ML Opportunity, except that the
release shall exclude any actions by ML Opportunity in the
management of Maryland Cable of a type that if such action had
been taken by the general partner of ML Opportunity, the general
partner would not have been entitled to indemnification for such
action under the existing partnership agreement of ML
Opportunity, and (iv) ML Opportunity shall be deemed to have
granted a general release in favor of each of the Discount Note
Holders.
6.10 Indemnification.
(a) NewCo shall use reasonable efforts to obtain
from the parties to any agreements to which ML Opportunity is
the obligor for the benefit of Maryland Cable, either
(i) terminations of those agreements or (ii) assignments of
those agreements to Maryland Cable and releases of ML
Opportunity as an obligor for the benefit of Maryland Cable
under such agreements (except that neither of the Debtors shall
be obligated to reject the agreements under Section 365 of the
Bankruptcy Code if by utilizing said section, a Claim would
arise). If NewCo is unable to obtain such terminations, or
assignments and releases, from on and after the Effective Date
NewCo shall indemnify and hold harmless ML Opportunity from any
loss, liability, damage or expense (including, but not limited
to, reasonable attorneys' fees) whether arising before or after
the Effective Date resulting from the incurrence of obligations
under any such agreements to the extent such obligations were
incurred for the benefit of Maryland Cable. These agreements
relate to certain programming agreements and other agreements
which ML Opportunity was required to enter into for the benefit
of Maryland Cable.
(b) NewCo shall indemnify and hold harmless any
Person who is an officer or director of any or both of ML
Opportunity or the Debtors from any loss, liability, damage, or
expense (including, but not limited to, reasonable attorneys'
fees) resulting from any tax liabilities of any or both of the
Debtors for which ML Opportunity and/or the officer or director
of any or both of the Debtors could otherwise be liable and for
which the officer or director would have been entitled to
indemnification under the certificate of incorporation of
Maryland Cable or Holdings, or applicable law, provided,
however, that NewCo is given prompt notice of any claims for
taxes and the opportunity to contest such assertions and control
resolutions of any proceedings with respect thereto.
6.11 Deliveries. On the Effective Date:
(a) each Discount Note Holder shall deliver to
NewCo (i) its Discount Notes, together with an assignment
properly executed, (ii) certificates evidencing its Class B
Shares, together with a stock power properly executed, and (iii)
an executed counterpart of the Partnership Agreement;
(b) ML Opportunity shall deliver to NewCo (i)
the PIK Notes, together with an assignment properly executed,
(ii) an assignment of the Deferred Fees and other Claims against
either or both of the Debtors, (iii) certificates evidencing its
common stock of Holdings, together with a stock power properly
executed, and (iv) if applicable, an executed counterpart of the
Management Agreement; and
(c) NewCo or the NewCo General Partner, or their
designee, shall deliver to each Discount Note Holder (i) a fully
executed counterpart of the Partnership Agreement and (ii) a
stock certificate evidencing its Pro Rata shares in the NewCo
General Partner.
6.12 FCC and Franchise Filings. NewCo and Maryland
Cable shall have filed or shall file with the Federal
Communications Commission and with any municipal or county
authorities that have issued the franchises for the cable
television system of Maryland Cable from which consent to the
transactions contemplated by this Plan must be obtained an
application or applications requesting consent to such
transactions. Maryland Cable shall also apply for extensions or
renewals of each of the franchises for the system, or for new
franchises for the system, as reasonably requested by NewCo.
Maryland Cable, NewCo and all parties receiving distributions
under this Plan shall, with due diligence, take all reasonable
steps necessary to expedite the processing of such application
or applications and to secure the consents or approvals being
sought. All costs and expenses (including the reasonable fees
and disbursements of counsel) in connection with the preparation
and processing of any such applications shall be borne
exclusively by Maryland Cable.
6.13 Hart-Scott-Rodino Filings. The Debtors shall
have made or shall make any filings required to comply with the
Hart-Scott-Rodino Antitrust Improvements Act and shall with due
diligence take all reasonable steps to expedite the processing
of such filings. To the extent necessary, holders of Claims and
Equity Interests shall cooperate with the Debtors in preparing
the filings and shall provide any information requested in
connection therewith.
6.14 Conduct of Business. Between the Filing Date and
the Effective Date, Maryland Cable shall operate its business in
the ordinary course consistent with prior practices taking into
consideration the occurrence of the Filing Date and its impact
thereon, except as contemplated by the Plan and except for
changes required by or resulting from The Cable Television
Consumer Protection and Competition Act of 1992, the Bankruptcy
Code or Bankruptcy Rules.
6.15 Employees.
(a) Employment and Severance. As of the
Effective Date, NewCo shall offer employment to each Person
employed by Maryland Cable immediately prior to the Effective
Date. Any employee of Maryland Cable who is employed by NewCo
shall be employed on substantially the same terms and conditions
of employment and with employee benefits substantially similar
to those provided to such employees by Maryland Cable
immediately prior to the Effective Date. NewCo shall give each
of the employees of Maryland Cable that it employs past service
credit for purposes of eligibility and vesting under all
employee benefit plans and payroll practices for employees of
NewCo established by NewCo on or after the Effective Date. In
accordance with Maryland Cable's policies in effect on December
31, 1993, which are described on schedule 10.9 to the Exchange
Agreement (the "Policies"), NewCo shall pay severance and
accrued vacation to any employee of Maryland Cable entitled to
severance under the Policies that (i) NewCo terminates within 90
days after the Effective Date, or (ii) NewCo offers to employ
but who denies employment with NewCo.
(b) Spinoff of Multivision 401(k) Plan.
(1) The employees of Maryland Cable
participate in the MultiVision Cable TV Corp. 401(k) Plan (the
"401(k) Plan"). Effective as of the Effective Date NewCo shall
establish a plan intended to qualify under section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and a
trust maintained thereunder intended to be exempt from federal
income taxation under Section 501 of the Code ("NewCo's Plan")
for the benefit of employees of Maryland Cable who become
employees of NewCo on the Effective Date ("Covered Employees").
Within 120 days after the Effective Date (or as soon as
practicable thereafter) MultiVision shall cause the trustee of
the 401(k) Plan to transfer to the funding agent of NewCo's
Plan, for the benefit of Covered Employees, an amount, in Cash,
equal to the total account balances (whether or not vested),
including actual investment earnings through the date of
transfer, held under the 401(k) Plan for the Covered Employees,
except for any amounts as to which withdrawal requests have been
duly submitted prior to such transfer and which shall be paid by
the 401(k) Plan to Covered Employees prior to such transfer in
accordance with ERISA and the Code and the terms of the 401(k)
Plan (the "Transferred Assets"). The Transferred Assets shall
not in any event be less than the amount required under Section
414(1) of the Code and the regulations thereunder.
(2) With respect to the transfer of the
Transferred Assets to NewCo's Plan as contemplated herein, ML
Opportunity and NewCo shall notify the Internal Revenue Service
("IRS"), no later than 90 days following the Effective Date (or
as soon practicable thereafter), pursuant to Section 6058(b) of
the Code, of the contemplated transfer (and shall notify any
other agency of the United States government entitled by law to
such notice) and shall provide such further information or
documents as the IRS (or other agency) may require. ML
Opportunity and NewCo shall use reasonable efforts to obtain any
necessary IRS (or other agency) approval without material
modification of the transactions contemplated hereby.
(3) NewCo's Plan shall provide, as of the
date of such transfer, benefits for each Covered Employee which
are not less than such Covered Employee's respective account
balances (including any net earnings or losses accrued thereon
from the Effective Date to the actual date of transfer) under
the 401(k) Plan as of the date of such transfer. As soon as
practicable following the Effective Date, NewCo agrees to take
all actions necessary to obtain a favorable determination letter
from the IRS with respect to NewCo's Plan. NewCo shall
indemnify and hold harmless the 401(k) Plan, ML Opportunity, ML
Media Partners, L.P., Multivision and other affiliates of
Multivision and each of their trustees and fiduciaries from and
against any losses, liabilities, claims, damages, costs and
expenses relating to (i) the failure by NewCo to obtain such
favorable determination letter, and (ii) any liability or
obligation arising in connection with the transferred accounts
of the Covered Employees in NewCo's Plan.
(4) Pending the transfer of the Transferred
Assets, the accounts of the Covered Employees shall remain in
the trust fund for the 401(k) Plan and ML Opportunity shall
cause the trustee of the 401(k) Plan to pay any current benefits
from the 401(k) Plan or make any distributions to Covered
Employees as they become due. Notwithstanding anything to the
contrary in this section 6.15, on and after the Effective Date,
NewCo shall make all payments required by the employer of the
Covered Employees and all administrative fees relative to the
401(k) Plan.
(5) ML Opportunity and NewCo shall provide
each other with such records and information as they may
reasonably request relating to their respective obligations
under this section or the administration of the 401(k) Plan or
NewCo's Plan.
(c) Medical Benefits. Maryland Cable
participates with MultiVision and ML Media Partners, L.P. in the
MultiVision medical plan, which plan is to a large extent self-
insured. NewCo shall provide all Covered Employees (and their
dependents) with medical benefit coverage under plan(s)
maintained or established by NewCo. As to any Covered Employee
(or a dependent thereof) who was covered by MultiVision's
medical plan as of the Effective Date, NewCo shall waive any
pre-existing condition exclusions and waiting periods contained
in NewCo's medical plan (except to the extent that such
exclusions would have then applied or waiting periods were not
satisfied under MultiVision's medical plan) and credit or
otherwise consider any monies paid (or accrued) under
MultiVision's medical plan by Covered Employees (or their
dependents) prior to the Effective Date toward any deductibles,
co-pays or other maximums under NewCo's medical plan for the
first plan year after the Effective Date. NewCo shall be
responsible for satisfying its and any of Maryland Cable's, ML
Media Partners, L.P.'s or MultiVision's obligations under
Section 601 et seq. of ERISA and Section 4980B of the Code to
provide continuation coverage ("COBRA") to any Covered Employee
or any former employee of Maryland Cable entitled to receive
COBRA coverage on or prior to the Effective Date, in accordance
with law. On and after the Effective Date, NewCo shall be
responsible for, and shall indemnify and shall hold each other
participant in the MultiVision medical plan harmless from and
against, NewCo's pro rata share (based upon the relative number
of participants in the MultiVision medical plan in a manner
consistent with the practice of MultiVision for calendar year
1993) of claims incurred under the MultiVision medical plan
relating to the period prior to the Effective Date to the extent
funds provided by Maryland Cable to such plan before the
Effective Date are not sufficient to satisfy such pro rata share
of such claims. NewCo's responsibility for claims incurred
under the MultiVision medical plan extends to its pro rata share
(based upon the relative number of participants in the
MultiVision medical plan in a manner consistent with the
practice of MultiVision for calendar year 1993) of claims
incurred by persons other than Maryland Cable employees who
participated in the MultiVision medical plan prior to the
Effective Date. Each other participant in the MultiVision
medical plan shall be responsible for, and shall indemnify and
shall hold NewCo harmless from and against, such participant's
pro rata share (based upon the relative number of participants
in the MultiVision medical plan in a manner consistent with the
practice of MultiVision for calendar year 1993) of all claims
incurred under the MultiVision medical plan.
6.16 Disbursement of Funds and Delivery of Partnership
Interests. NewCo, or such Person designated by NewCo and
approved by the Bankruptcy Court, shall, on the Effective Date
or as soon thereafter as is practicable, (i) make the Cash
payments; (ii) make the Pro Rata distributions of the Discount
Note Holders' Designation to the holders of Allowed Claims in
Class 4; (iii) issue the Replacement Notes on a pro rata basis
to the Holders of Allowed Claims in Class 2A, in accordance with
and to the extent provided for in the Plan; and (iv) issue the
Preferred Limited Partnership Interests on a pro rata basis to
the subscribers pursuant to the Subscription Agreement.
Distributions of Cash and Limited Partnership Interests pursuant
to this Plan shall be effectuated when NewCo or its designee
receives all applicable documentation requested of holders of
Allowed Claims and Equity Interests pursuant to this Plan and
the Confirmation Order.
6.17 Reserve Provisions for Disputed Claims.
(a) Cash respecting Disputed Claims (other than
Disputed Claims in Class 4) pending on the Effective Date shall
not be distributed, but, if necessary, shall be deposited by the
Debtors in an interest bearing account on the Effective Date in
the full amount of all Disputed Claims; provided, however, that
if a holder of a Disputed Claim is not receiving a distribution
under this Plan and such Disputed Claim is not being discharged
by this Plan or is assumed by NewCo, the Debtors shall not be
required to reserve any Cash with respect thereto.
(b) For the purposes of effectuating the
provisions of this section 6.17 and the distributions to holders
of Allowed Claims, the Bankruptcy Court, on or prior to the
Effective Date or such date or dates thereafter as the
Bankruptcy Court shall set, may fix or liquidate the amount of
Disputed Claims pursuant to Section 502(c) of the Bankruptcy
Code, in which event the amounts so fixed or liquidated shall be
deemed the amounts of the Disputed Claims pursuant to section
502(c) of the Bankruptcy Code for purposes of distribution under
this Plan. In lieu of fixing or liquidating the amount of any
Disputed Claim, the Bankruptcy Court may determine the amount to
be reserved for such Disputed Claim, or such amount may be fixed
by agreement in writing by and between the Debtors and the
holder thereof.
(c) When a Disputed Claim becomes an Allowed
Claim, there shall be distributed to the holder of such Allowed
Claim, in accordance with the provisions of this Plan, Cash plus
any interest earned thereon from the Effective Date.
(d) No holder of a Disputed Claim shall have any
Claim against the Cash reserved with respect to such Claim until
such Disputed Claim shall become an Allowed Claim. In no event
shall any holder of any Disputed Claim be entitled to receive
(under the Plan or otherwise) from the Debtors or the Reserve
any Cash payment which is greater than the amount reserved for
such Claim pursuant to this section 6.17, plus any interest
earned thereon since the Effective Date. In no event shall the
Debtors or NewCo have any responsibility or liability for any
loss to or of any amount reserved under the Plan.
(e) To the extent a Disputed Claim ultimately
becomes an Allowed Claim in an amount less than the amount
reserved for such Disputed Claim, then the resulting surplus
shall be retained by NewCo.
(f) In the event that there is an outstanding
Disputed Claim of a Discount Note Holder subsequent to the
Effective Date which ultimately becomes an Allowed Claim, NewCo
shall issue a sufficient number of additional Limited
Partnership Interests and shares of common stock in the NewCo
General Partner such that the new interests and shares, together
with the existing interests and shares, shall be sufficient to
enable the holder of such subsequently Allowed Claim to receive
a Pro Rata portion of the Discount Note Holders' Designation.
6.18 Disputed Payments. In the event of any dispute
between and among Claimants and/or the holders of a Disputed
Claim as to the right of any Person to receive or retain any
payment or distribution to be made to such Person under the
Plan, NewCo may, in lieu of making such payment or distribution
to such Person, instead hold such payment or distribution until
the disposition thereof shall be determined by the Bankruptcy
Court.
6.19 Fractional Cents. Whenever any payment of a
fraction of a cent would otherwise be called for, the actual
payment shall reflect a rounding of such fraction to the nearest
whole cent (rounding down in the case of .50 or less and
rounding up in the case of more than .50).
6.20 Unclaimed Property. Any Person who fails to
claim any Cash or Limited Partnership Interest within one year
from the Effective Date or from such other date as a Claim
becomes an Allowed Claim shall forfeit all rights to any
distribution under the Plan and shall have no claim whatsoever
against the Debtors or NewCo or any holder of an Allowed Claim
to whom distributions are made.
6.21 Set-Offs. Nothing contained in this Plan shall
constitute a waiver or release by the Debtors of any right of
set-off the Debtors may have against any Claimant.
6.22 Withholding Taxes. The Debtors shall be entitled
to deduct any federal, state or local withholding taxes from any
payments made with respect to Allowed Claims, as appropriate.
6.23 Revesting. Except as otherwise provided by the
Plan, upon the Effective Date, title to all properties and
assets dealt with by the Plan shall pass to NewCo free and clear
of all Claims and interests, including liens or other encum-
brances, of creditors and of equity security holders and the
Confirmation Order shall be a judicial determination of
discharge of all of the Debtors' liabilities except as provided
in the Plan.
6.24 Discharge. Except as otherwise expressly
provided in Section 1141 of the Bankruptcy Code or the Plan, the
distributions made pursuant to the Plan will be in full and
final satisfaction, settlement, release and discharge as against
the Debtors, of any debt that arose before the Confirmation Date
and any debt of a kind specified in Section 502(g), 502(h) or
502(i) of the Bankruptcy Code and all Claims and interests of
any nature, including, without limitation, any interest accrued
thereon from and after the Filing Date, whether or not (i) a
proof of Claim or interest based on such debt, obligation or
interest is filed or deemed filed under Section 501 of the Bank-
ruptcy Code, (ii) such Claim or interest is allowed under
Section 502 of the Bankruptcy Code or (iii) the holder of such
Allowed Claim or interest has accepted the Plan. Therefore,
upon the Effective Date, all Claimants holding Claims against
the Debtors, including, without limitation, non-Debtor
affiliates of the Debtors, and holders of interests of the
Debtors shall be precluded from asserting against the Debtors,
or any of their assets or properties, any other or further
Claims or interests based upon any act or omission, transaction
or other activity of any kind or nature that occurred prior to
the Effective Date, and the Confirmation Order shall permanently
enjoin said Claimants and holders of Equity Interests, their
successors and assigns, from enforcing or seeking to enforce any
such Claims or Equity Interests.
6.25 Extinguishment of Liens. Except as otherwise
provided for in the Plan, upon full satisfaction of an Allowed
Secured Claim, all liens respecting such Claim shall be deemed
extinguished and of no further force and effect.
ARTICLE VII
SUBSTANTIVE CONSOLIDATION
7.1 Substantive Consolidation. Pursuant to the
Substantive Consolidation Order, on the Effective Date: (i) all
intercompany Claims and Equity Interests by, in and among the
Debtors and/or their non-Debtor affiliates will be eliminated;
(ii) except as otherwise provided in the Plan all assets and all
proceeds thereof and all liabilities of the Debtors will be
treated as though they were pooled; (iii) any obligation of any
Debtor and all guarantees thereof executed by, or joint
liability of, any of the Debtors will be deemed to be one
obligation of the consolidated Debtors; (iv) any Claims filed or
to be filed in connection with any such obligation guaranteed,
or joint liability, will be deemed one Claim against the
consolidated Debtors; (v) each and every Claim filed in the
individual case of any of the Debtors will be deemed filed
against the consolidated Debtors in the consolidated case; and
(vi) for purposes of determining the availability of the right
of set-off under Section 553 of the Bankruptcy Code, the Debtors
shall be treated as one entity so that, subject to the other
provisions of Section 553 of the Bankruptcy Code, debts due to
any of the Debtors may be set off against the debts of any of
the Debtors.
7.2 Extinguishment of Guarantees. On the
Confirmation Date, and in accordance with the terms of the Plan
and the Substantive Consolidation Order, all Claims based upon
guarantees of collection, payment or performance, or joint
liability of one or more Debtors, as to the obligations of any
other Debtor, shall be discharged, released and of no further
force and effect.
ARTICLE VIII
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
8.1 Executory Contracts and Unexpired Leases. All
executory contracts (including, without limitation, partnership
agreements) and unexpired leases not expressly rejected or
disaffirmed prior to the Confirmation Date, or that are not at
the Confirmation Date the subject of pending actions to reject
and disaffirmed shall, as of the Effective Date, be deemed
assumed by the Debtors and assigned by the Debtors to NewCo
pursuant to Sections 365 and 1123 of the Bankruptcy Code. In
accordance with Section 1123(a)(5)(G) of the Bankruptcy Code, by
the Effective Date or as soon as practicable thereafter, the
Debtors shall cure all defaults, if any, under any executory
contract or lease assumed pursuant to this section 8.1 by (i)
making a Cash payment of only those amounts set forth in proofs
of Claim or where no such Claim has been filed, as determined by
the Debtors, or (ii) on such terms as agreed to in writing
between the Debtors and such claimants, unless an objection is
filed with the Bankruptcy Court and served on counsel to the
Debtors on or prior to the date set by the Bankruptcy Court for
filing objections to Confirmation of this Plan and the Court
after notice and hearing determines that the Debtors are
obligated to pay a different amount as cure under Section 365 of
the Bankruptcy Code.
ARTICLE IX
CONDITIONS PRECEDENT TO
EFFECTIVENESS OF THE PLAN
9.1 Conditions. The following conditions precedent
must be satisfied or waived, as permitted, in order for the
Effective Date to occur:
(a) The Cash transferred to NewCo by the Debtors
shall be sufficient to make all Cash payments under the Plan,
other than payments to ML Opportunity that are funded by the
sale of Preferred Limited Partnership Interests;
(b) All Preferred Limited Partnership Interests
shall be purchased by Subscribers pursuant to the Subscription
Agreement;
(c) The Substantive Consolidation Order shall
contain substantially the provisions set forth in section 7.1 of
this Plan;
(d) All documents contemplated to be executed
and implemented in connection with this Plan shall be executed
and implemented in form and substance satisfactory to the
Debtors, ML Opportunity, NewCo and holders of at least a
majority in principal amount of the Discount Notes;
(e) Maryland Cable shall have received all
consents and approvals, including franchise transfers, without
any condition or qualification to such consent or approval (x)
materially adverse to ML Opportunity (unless waived by ML
Opportunity) or (y) materially adverse to the proposed
operations of NewCo (unless waived by holders of a majority in
principal amount of the Discount Notes) or (z) materially
adverse to the Debtors (unless waived by the Debtors);
(f) The Confirmation Order shall be a Final
Order;
(g) Water Street or its designee shall have
purchased the Class 2A Claim of ML Cable for $6,830,000, plus
accrued interest thereon (at the same rate of interest provided
to the holders of Claims in Class 2A) and be entitled to receive
and retain distributions as a Lender and holder of a Class 2A
Allowed Secured Claim;
(h) The Effective Date shall be no later than
September 30, 1994.
9.2 Waiver of Conditions. The provisions of the
above sections 9.1(a),(c),(d),(f) and (h) may be waived jointly
by (i) the Debtors, (ii) ML Opportunity, (iii) NewCo and (iv)
Discount Note Holders holding at least a majority in principal
amount of the Discount Notes.
ARTICLE X
RETENTION OF JURISDICTION
10.1 Retention of Jurisdiction. From and after the
Confirmation Date and until such time as all payments and
distributions required to be made and all other obligations
required to be performed under the Plan have been made and
performed by the Debtors or NewCo, the Bankruptcy Court shall
retain such jurisdiction as is legally permissible, including,
but not limited to, the following purposes:
(a) To hear and determine any and all objections
to the allowance of a Claim or Equity Interest, to liquidate any
Disputed Claims, and to determine any controversy as to the
classification of Claims or Equity Interests or the Reserve;
(b) To hear and determine any and all motions,
applications, adversary proceedings or contested matters pending
on the Confirmation Date;
(c) To hear and determine any and all
applications by Professionals for compensation and reimbursement
of expenses;
(d) To hear and determine any and all pending
applications for the rejection and disaffirmance of executory
contracts and unexpired leases and fix and allow any Claims
resulting therefrom;
(e) To enable the Debtors, NewCo, or any party
acting on behalf of NewCo, to prosecute any and all proceedings
which have been or may be brought prior to the Effective Date to
set aside liens or encumbrances and to recover any transfers,
assets, properties or damages to which the Debtors (or NewCo)
may be entitled under applicable provisions of the Bankruptcy
Code or any other federal, state or local laws except as may be
waived pursuant to the Plan;
(f) To liquidate any disputed, contingent or
unliquidated Claims or Equity Interests;
(g) To enforce the provisions of the Plan and
the injunction and releases provided for in sections 6.9 and
6.24 of this Plan;
(h) To correct any defect, cure any omission, or
reconcile any inconsistency in the Plan or in the Confirmation
Order as may be necessary to carry out its purpose and the
intent of the Plan;
(i) To hear and determine any and all actions
pursuant to Section 544, 547, 548 and 550 of the Bankruptcy Code
to set aside and recover (if applicable) any transfers
determined to be preferential or fraudulent;
(j) To determine any Tax Claim which the Estates
may incur as a result of the transactions contemplated herein;
(k) To determine such other matters as may be
provided for in the Confirmation Order confirming the Plan or as
may be authorized under the provisions of the Bankruptcy Code;
(l) To resolve any and all disputes that may
arise under the Plan; and
(m) To hear and determine any and all
administrative matters that may arise in closing these cases.
Notwithstanding Section 1141 of the Bankruptcy Code,
the Bankruptcy Court shall retain jurisdiction over these
Reorganization Cases as is legally permissible, including,
without limitation, jurisdiction as is necessary to ensure that
the purpose and intent of the Plan are implemented.
ARTICLE XI
MISCELLANEOUS
11.1 Headings. Headings are utilized in this Plan for
the convenience of reference only, and shall not constitute a
part of this Plan for any other purpose.
11.2 Defects, Omissions and Amendments. The Debtors
may, with the approval of the Bankruptcy Court and without
notice to all holders of Claims and Equity Interests, insofar as
it does not materially and adversely affect the interest of
holders of Claims and Equity Interests, correct any defect,
omission or inconsistency in the Plan in such manner and to such
extent as may be necessary to expedite the execution of the
Plan. The Plan may be altered or amended before or after
Confirmation as provided in Section 1127 of the Bankruptcy Code
if, in the opinion of the Bankruptcy Court, the modification
does not materially and adversely affect the interests of
holders of Claims and Equity Interests. The Plan may be altered
or amended before or after the Confirmation Date in a manner
which, in the opinion of the Bankruptcy Court, materially and
adversely affects holders of Claims and Equity Interests, after
a further hearing and acceptance of the Plan as so altered or
modified as provided in Section 1126 of the Bankruptcy Code.
11.3 Governing Law. Except to the extent that the
Bankruptcy Code is applicable, the rights and obligations
arising under the Plan shall be governed by and construed and
enforced in accordance with the internal laws of the State of
New York.
11.4 Notices. All notices, requests or demands for
payments provided for in the Plan shall be in writing and shall
be deemed to have been given when personally delivered by hand
or deposited in any general or branch post office of the United
States Postal Service or received by telex or telecopier.
Notices, requests and demands for payments shall be addressed
and sent, postage prepaid or delivered, in the case of notices,
requests or demands for payments to: Maryland Cable, 350 Park
Avenue, 16th Floor, New York, New York 10022, Attn: Elizabeth
McNey Yates, with a copy to Proskauer Rose Goetz & Mendelsohn,
1585 Broadway, New York, New York 10036, Attn: Jeffrey Levitan,
Esq., and to Water Street Corporate Recovery Fund I, L.P., c/o
Goldman Sachs & Co., 85 Broad Street, New York, New York 10004,
Attn: Mr. Barry Volpert, with a copy to Wachtell Lipton Rosen &
Katz, 51 West 52nd Street, New York, New York 10019, Attn: Jane
Lee Vris, Esq. and or at any other address designated by Debtors
by notice to each holder of an Allowed Claim or Equity Interest,
and, in the case of notices to holders of Allowed Claims and
Equity Interests, at the last known address according to the
Debtors' books and records or at any other address designated by
a holder of an Allowed Claim on its proof of Claim or filed with
the Bankruptcy Court, provided that any notice of change of
address shall be effective only upon receipt.
11.5 Severability. Should any provision in the Plan
be determined to be unenforceable, such determination shall in
no way limit or affect the enforceability and operative effect
of any or all other provisions of the Plan.
11.6 Revocation and Withdrawal. The Debtors reserve
the right to revoke and withdraw the Plan at any time on or
before the Confirmation Date. If the Debtors revoke or withdraw
this plan under this section, or if entry of the confirmation
order does not occur, then this Plan shall be deemed null and
void.
11.7 Effect of Withdrawal or Revocation. If the
Debtors revoke or withdraw the Plan pursuant to section 11.6
above, or if Confirmation or the Effective Date does not occur,
then the Plan shall be deemed null and void, and in such event
nothing contained herein shall be deemed to constitute a waiver
or release of any Claims or interests by or against the Debtors
or any other Person or to prejudice in any manner the rights of
the Debtors or any Person in any further proceedings involving
the Debtors.
11.8 Exchange Agreement. On the Effective Date, the
Exchange Agreement shall be terminated.
11.9 Implementation. Each of the parties receiving a
distribution under this Plan shall take all steps, and execute
all documents, including appropriate releases, necessary to
effectuate the provisions contained in this Plan.
Dated: New York, New York
February 10, 1994
MARYLAND CABLE HOLDINGS CORP.
Debtor and Debtor-in-Possession
By: ___________________________
Elizabeth McNey Yates,
Vice President
MARYLAND CABLE CORP.
Debtor and Debtor-in-Possession
By: ___________________________
Elizabeth McNey Yates,
Vice President
PROSKAUER ROSE GOETZ & MENDELSOHN
Counsel to the Debtors and
Debtors-in-Possession
By: _____________________________
Jeffrey W. Levitan (JWL-6155)
Michael E. Foreman (MEF-5802)
Member of the Firm
1585 Broadway
New York, New York 10036
(212) 969-3000
