<PAGE>
Exhibit 2.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MARYLAND
Greenbelt Division
---------------------------------------
)
)
In re )
)
CRIIMI MAE Inc., et al., ) Chapter 11
) Case Nos. 98-2-3115(DK)
Debtors. ) through 98-2-3117(DK)
) (Jointly Administered)
)
---------------------------------------
PRAECIPE FILING SUBSTITUTED PAGES TO THE DEBTORS'
THIRD AMENDED JOINT PLAN OF REORGANIZATION
In connection with the hearing on approval of the Debtors'
Second Amended Joint Disclosure Statement (the "Disclosure Statement") held on
April 25, 2000, CRIIMI MAE Inc. ("CMI"), CRIIMI MAE Holdings II, L.P.
("Holdings") and CRIIMI MAE Management, Inc. ("Management") (collectively, the
"Debtors") and the Official Committee of Equity Security Holders of CMI (the
"Equity Committee"), by and through their undersigned counsel, hereby file this
Praecipe Filing Substituted Pages to the Debtors' Third Amended Joint Plan of
Reorganization (the "Plan").
<PAGE>
Attached hereto as Exhibit 1 are replacement pages to be
substituted into the Plan filed on April 25, 2000. The Plan to be sent out to
impaired classes of creditors and equity security holders for voting and to be
included as Exhibit A to the Disclosure Statement will be the Plan including the
replacement pages filed as Exhibit 1 hereto.
Dated: July 12, 2000
VENABLE, BAETJER AND AKIN, GUMP, STRAUSS,
HOWARD, LLP HAUER & FELD, L.L.P.
By:_________/s/_________________ By:_________/s/_______________
Richard L. Wasserman Stanley J. Samorajczyk
Federal Bar No. 02784 Federal Bar No. 03113
Carrie B. Weinfeld 1333 New Hampshire Ave., NW
Federal Bar No. 25365 Washington, D.C. 20036
1800 Mercantile Bank and Trust Building (202) 887-4000
Two Hopkins Plaza
Baltimore, Maryland 21201 Co-Counsel for CRIIMI MAE Inc.
(410) 244-7400 and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
Co-Counsel for CRIIMI MAE Inc.
and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
SHULMAN, ROGERS, GANDAL, COVINGTON & BURLING
PORDY & ECKER, P.A.
By:_________/s/__________________ By:_________/s/_______________
Morton A. Faller Michael St. Patrick Baxter
Federal Bar No. 01488 Federal Bar No. 09694
11921 Rockville Pike Dennis B. Auerbach
Third Floor Federal Bar No. 09290
Rockville, MD 20852-2753 1201 Pennsylvania Avenue, N.W.
(301) 231-0928 Washington, D.C. 20044
(202) 662-6000
Counsel for CRIIMI MAE
Management, Inc., Counsel for the Official Committee
Debtor-in-Possession of Equity Security Holders of
CRIIMI MAE Inc.
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<PAGE>
SUBSTITUTED PAGES TO
DEBTORS' THIRD AMENDED JOINT PLAN OF REORGANIZATION
EXHIBIT 1
<PAGE>
UNITED STATES BANKRUPTCY COURT
DISTRICT OF MARYLAND
Greenbelt Division
---------------------------------------
)
)
In re )
)
CRIIMI MAE Inc., et al., ) Chapter 11
) Case Nos. 98-2-3115(DK)
Debtors. ) through 98-2-3117(DK)
) (Jointly Administered)
)
---------------------------------------
DEBTORS' THIRD AMENDED JOINT PLAN OF REORGANIZATION
VENABLE, BAETJER AND HOWARD, LLP AKIN, GUMP, STRAUSS, HAUER
Richard L. Wasserman & FELD, L.L.P.
Gregory A. Cross Stanley J. Samorajczyk, P.C.
1800 Mercantile Bank and Trust Building Michael S. Stamer
Two Hopkins Plaza 1333 New Hampshire Avenue, N.W.
Baltimore, Maryland 21201 Washington, D.C. 20036
(410) 244-7400 (202) 887-4000
Co-Counsel to CRIIMI MAE Inc. Co-Counsel to CRIIMI MAE Inc.
and CRIIMI MAE Holdings II, L.P. and CRIIMI MAE Holdings II, L.P.
SHULMAN, ROGERS, GANDAL, COVINGTON & BURLING
PORDY & ECKER, P.A. Michael St. Patrick Baxter
Morton A. Faller Dennis B. Auerbach
11921 Rockville Pike 1201 Pennsylvania Avenue, N.W.
Third Floor Washington, D.C. 20044
Rockville, MD 20852-2753 (202) 662-6000
(301) 231-0928
Counsel to CRIIMI MAE Management, Inc. Counsel to the Official Committee of
Equity Security Holders of
CRIIMI MAE Inc.,
Co-Proponents of the Plan
Dated: Rockville, Maryland
April 24, 2000
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
39. Debtors ................................................. 6
40. Debtors in Possession ................................... 6
41. Disbursing Agent ........................................ 6
42. Disclosure Statement .................................... 6
43. Disputed Claim .......................................... 6
44. Disputed Interest ....................................... 6
45. Distribution Record Date ................................ 6
46. Docket .................................................. 6
47. DTC ..................................................... 6
48. Effective Date .......................................... 6
49. Eligible Institution .................................... 6
50. Employee Claims ......................................... 6
51. Estates ................................................. 6
52. File, Filed or Filing ................................... 7
53. Final Order ............................................. 7
54. Former Series C Preferred Stock.......................... 7
55. Freddie Mac ............................................. 7
56. Freddie Mac Agreement ................................... 7
57. GACC .................................................... 7
58. Guarantee Claims ........................................ 7
59. Holder .................................................. 7
60. Holdings ................................................ 7
61. Holdings General Unsecured Claims ....................... 7
62. Impaired ................................................ 7
63. Indemnitees ............................................. 7
64. Indenture Trustee ....................................... 8
65. Instrument .............................................. 8
66. Insurance Proceeds ...................................... 8
67. Intercompany Claims ..................................... 8
68. Interest ................................................ 8
69 Letter of Transmittal ................................... 8
70. LIBOR ................................................... 8
71. Local Bankruptcy Rules .................................. 8
72. Merrill ................................................. 8
73. New Debt ................................................ 8
74. New Equity .............................................. 8
75. New Securities .......................................... 8
76. Old CMI Preferred Stock ................................. 8
77. Old Securities .......................................... 8
78. Old Senior Note Claims .................................. 9
79. Old Senior Notes ........................................ 9
80. Old Series D Preferred Stock ............................ 9
81. Order ................................................... 9
82. Other Secured Claim ..................................... 9
83. Person .................................................. 9
84. Petition Date ........................................... 9
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
85. Plan .................................................... 9
86. Plan Interest ........................................... 9
87. Plan Rate ............................................... 9
88. Post-Petition Tax Claims ................................ 9
89. Priority Claim .......................................... 10
90. Priority Tax Claim ...................................... 10
91. Pro Rata ................................................ 10
92. Recapitalization Financing .............................. 10
93. Reorganization Cases .................................... 10
94. Reorganized CMI ......................................... 10
95. Reorganized CMI Articles of Incorporation ............... 10
96. Reorganized CMI Bylaws .................................. 10
97. Reorganized CMM ......................................... 10
98. Reorganized CMM Articles of Incorporation ............... 10
99. Reorganized CMM Bylaws .................................. 10
100. Reorganized Debtors .................................... 10
101. Reorganized Holdings ................................... 10
102. Second Amended and Restated Stock Option Plan .......... 11
103. Secured Claim .......................................... 11
104. Securities Claim ....................................... 11
105. Series B Prefererred Stock ............................. 11
106. Series E Prefererred Stock ............................. 11
107. Series F Dividend Preferred Stock ...................... 11
108. Stock Options .......................................... 11
109. Tendered Certificates .................................. 11
110. Tort Claim ............................................. 11
111. UCC .................................................... 11
112. Unimpaired ............................................. 11
113. Unsecured Claim ........................................ 11
114. Voting Record Date ..................................... 12
B. Interpretation and Computation of Time ...................... 12
1. Defined Terms .......................................... 12
2. Rules of Interpretation ................................ 12
3. Time Periods ........................................... 12
III. DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS ................... 12
A. CMI Classes ................................................. 13
B. CMM Classes ................................................. 16
C. Holdings Classes ............................................ 17
IV. GENERAL PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS ......... 17
A. Unclassified Claims ......................................... 17
1. Administrative Claims .................................. 17
a. General .......................................... 17
b. Payment of Statutory Fees ........................ 18
2. Priority Tax Claims .................................... 18
3. Bar Date for Administrative Claims ..................... 18
a. General Provisions ............................... 18
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
b. Professionals .................................... 19
c. Ordinary Course Liabilities ...................... 19
d. Tax Claims ....................................... 20
B. Identification of Classes of Claims and Interests
Impaired and Not Impaired by the Plan ..................... 20
1. Claims Against and Interests in CMI .................... 20
2. Claims Against and Interests in CMM .................... 20
3. Claims Against and Interests in Holdings ............... 20
C. Treatment of Claims Against and Interests in CMI ............ 20
1. Class A1 (Citicorp Secured Claims) ..................... 20
2. Class A2 (First Union Secured Claim) ................... 21
3. Class A3 (GACC Secured Claim) .......................... 21
4. Class A4 (Lehman Secured Claim) ........................ 21
5. Class A5 (Merrill Secured Claim) ....................... 21
6. Class A6 (Morgan Stanley Secured Claim) ................ 21
7. Class A7 (Other Secured Claims) ........................ 21
8. Class A8 (Priority Claims) ............................. 22
9. Class A9 (Old Senior Note Claims) ...................... 22
10. Class A10 (CMI General Unsecured Claims) ............... 22
11. Class A11 (Guarantee Claims) ........................... 22
12. Class A12 (Freddie Mac Claims) ......................... 22
13. Class A13 (Intercompany Claims) ........................ 23
14. Class A14 (Series B Preferred Stock) ................... 23
15. Class A15 (Series B Preferred Stock Securities Claims).. 23
16. Class A16 (Former Series C Preferred Stock) ............ 23
17. Class A17 (Former Series C Preferred Stock
Securities Claims) .................................... 23
18. Class A18 (Old Series D Preferred Stock) ............... 24
19. Class A19 (Old Series D Preferred Stock
Securities Claim) ..................................... 24
20. Class A20 (Series F Dividend Preferred Stock) .......... 24
21. Class A21 (CMI Common Stock) ........................... 24
22. Class A22 (Stock Options) .............................. 25
23. Class A23 (CMI Common Stock Securities Claims) ......... 25
D. Treatment of Claims Against and Interests in CMM ............ 25
1. Class B1 (First Union Secured Claims) .................. 25
2. Class B2 (Other Secured Claims) ........................ 25
3. Class B3 (Priority Claims) ............................. 25
4. Class B4 (Guarantee Claims) ............................ 25
5. Class B5 (CMM General Unsecured Claims) ................ 25
6. Class B6 (Intercompany Claims) ......................... 26
7. Class B7 (CMI's Interests in CMM) ...................... 26
E. Treatment of Claims Against and Interests in Holdings ....... 26
1. Class C1 (Citicorp Secured Claims) ..................... 26
2. Class C2 (Other Secured Claims) ........................ 26
3. Class C3 (Priority Claims) ............................. 26
4. Class C4 (Guarantee Claims) ............................ 26
5. Class C5 (Holdings General Unsecured Claims) ........... 26
</TABLE>
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<PAGE>
64. "INDENTURE TRUSTEE" means State Street Bank, as indenture trustee for
the Old Senior Notes or any successor thereto.
65. "INSTRUMENT" means any share of stock, security, promissory note or
other "INSTRUMENT," within the meaning of that term, as defined in Section 9-105
(1) (i) of the UCC.
66. "INSURANCE PROCEEDS" means the insurance proceeds payable to or on
behalf of CMI with respect to an Allowed Securities Claim.
67. "INTERCOMPANY CLAIMS" means any and all Claims and causes of action
which any of the Debtors holds against any other Debtor.
68. "INTEREST" means the interest of any equity security Holder of the
Debtors, whether or not asserted, as defined in Section 101 (17) of the
Bankruptcy Code.
69. "LETTER OF TRANSMITTAL" shall have the meaning ascribed to such term
in Section V.E.l.b of the Plan.
70. "LIBOR" means the London Interbank Offered Rate for one-month United
States dollars deposits as set forth on page 3750 of Telerate as of 8:00 a.m.,
New York City time, on the date of determination.
71. "LOCAL BANKRUPTCY RULES" means the local rules of the Bankruptcy
Court, as applicable from time to time in the Reorganization Cases.
72. "MERRILL" means Merrill Lynch Mortgage Capital Inc.
73. "NEW DEBT" means the new secured and unsecured debt to be borrowed
by, or issued pursuant to this Plan to creditors of, the Reorganized Debtors as
part of funding this Plan and the Reorganized Debtors.
74. "NEW EQUITY" means the new equity capital (if applicable) raised by
Reorganized CMI in accordance with Section IX.J of this Plan.
75. "NEW SECURITIES" means the Class A9/A10 Notes, the Series E Preferred
Stock (to be issued in exchange for the Old Series D Preferred Stock), provided,
however, that if the Old Series D Preferred Stock is exchanged for Series E
Preferred Stock prior to the Effective Date, then such Series E Preferred Stock
shall not be deemed New Securities) and any CMI Common Stock issued as a
dividend to Holders of any series of CMI preferred stock (including the Former
Series C Preferred Stock and the former Series D Preferred Stock if the Old
Series D Preferred Stock is exchanged for Series E Preferred Stock prior to the
Effective Date).).
76. "OLD CMI PREFERRED STOCK" means the Old Series D Preferred Stock.
77. "OLD SECURITIES" means the Old Senior Notes and the Old CMI Preferred
Stock.
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<PAGE>
register, each in the amount of $230,448,487.24, shall be deemed withdrawn and
thereby disallowed as of the Effective Date.
13. Class A13 (Intercompany Claims).
No payment shall be made under the Plan to Holders of Class A13 Claims on
account of such Claims.
14. Class A14 (Series B Preferred Stock).
Each Holder of Series B Preferred Stock as of the Effective Date shall
retain its Series B Preferred Stock; provided that if the Holders of Series B
Preferred Stock as of the Voting Record Date vote as a Class by the requisite
amount to accept the Plan, the Articles Supplementary relating to the Series B
Preferred Stock (which will be part of the Reorganized CMI Articles of
Incorporation) will be deemed amended to permit the payment of dividends on
Series B Preferred Stock, including accrued and unpaid dividends, in CMI Common
Stock or Cash (or a combination thereof), at the election of Reorganized CMI,
with such payment of dividends to be consistent with Exhibits 1 and 2 hereto.
15. Class A15 (Series B Preferred Stock Securities Claims).
Each Holder of an Allowed Class A15 Claim (if any) shall, if, as and when
any such Claim is Allowed by Final Order, receive in full satisfaction of any
such Allowed Class A15 Claim its share of any Insurance Proceeds applicable
thereto plus, if such Allowed Class A15 Claim (if any) is not paid in full from
such Insurance Proceeds, CMI Common Stock in an amount equal in value, as of the
date of issuance thereof, to the balance (if any) of such Allowed Class A15
Claim, provided that any such Claim not timely filed (and in any event not Filed
before the Confirmation Date) shall be released and discharged under this Plan
and the Confirmation Order.
16. Class A16 (Former Series C Preferred Stock).
Former Series C Preferred Stock has been exchanged for Series E Preferred
Stock. Each Holder of Series E Preferred Stock as of the Distribution Record
Date shall retain its Series E Preferred Stock and such Series E Preferred Stock
shall have the terms, rights and preferences summarized in Exhibit 3 hereto and
as set forth in the Articles Supplementary relating to the Series E Preferred
Stock (to be part of the Reorganized CMI Articles of Incorporation). All accrued
and past due dividends on Former Series C Preferred Stock shall be paid on the
Effective Date in CMI Common Stock or Cash, at the election of Reorganized CMI,
with such payment of dividends to be consistent with Exhibits 1 and 2 hereto.
17. Class A17 (Former Series C Preferred Stock Securities Claims).
Each Holder of an Allowed Class A17 Claim (if any) shall, if, as and when
any such Claim is Allowed by Final Order, receive in full satisfaction of any
such Allowed Class A17 Claim its share of any Insurance Proceeds applicable
thereto plus, if such Allowed Class A17 Claim (if any) is not paid in full from
such Insurance Proceeds, CMI Common Stock in an amount equal in
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<PAGE>
value, as of the date of issuance thereof, to the balance (if any) of such
Allowed Class A17 Claim, provided that any such Claim not timely filed (and in
any event not filed before the Confirmation Date) shall be released and
discharged under this Plan and the Confirmation Order.
18. Class A18 (Old Series D Preferred Stock).
Each Holder of Old Series D Preferred Stock as of the Distribution Record
Date, if not previously exchanged, shall receive on the Effective Date in
exchange for its Old Series D Preferred Stock an identical number of shares of
Series E Preferred Stock issued effective as of the Effective Date, and such
Series E Preferred Stock shall have the terms, rights and preferences summarized
in Exhibit 3 hereto and as set forth in the Articles Supplementary relating to
the Series E Preferred Stock (to be part of the Reorganized CMI Articles of
Incorporation). All shares of Old Series D Preferred Stock, if not previously
exchanged and cancelled, shall be deemed cancelled as of the Effective Date. All
accrued and past due dividends on Old Series D Preferred Stock shall be paid on
the Effective Date in CMI Common Stock or Cash, at the election of Reorganized
CMI, with such payment of dividends to be consistent with Exhibits 1 and 2
hereto.
19. Class A19 (Old Series D Preferred Stock Securities Claim).
Each Holder of an Allowed Class A19 Claim (if any) shall, if, as and when
any such Claim is Allowed by Final Order, receive in full satisfaction of any
such Allowed Class A19 Claim its share of any Insurance Proceeds applicable
thereto plus, if such Allowed Class A19 Claim (if any) is not paid in full from
such Insurance Proceeds, CMI Common Stock in an amount equal in value, as of the
date of issuance thereof, to the balance (if any) of such Allowed Class A19
Claim, provided that any such Claim not timely filed (and in any event not filed
before the Confirmation Date) shall be released and discharged under this Plan
and the Confirmation Order.
20. Class A20 (Series F Dividend Preferred Stock).
Each Holder of Series F Dividend Preferred Stock as of the Effective Date
shall retain its Series F Dividend Preferred Stock; provided that if the Holders
of Series F Dividend Preferred Stock as of the Voting Record Date vote as a
Class by the requisite amount to accept the Plan, the Articles Supplementary
relating to the Series F Dividend Preferred Stock will be deemed amended to
permit the payment of dividends on Series F Dividend Preferred Stock, including
any accrued and unpaid dividends, in CMI Common Stock or Cash (or a combination
thereof), at the election of Reorganized CMI, with such payment of dividends to
be consistent with Exhibits 1 and 2 hereto.
21. Class A21 (CMI Common Stock).
Each Holder of CMI Common Stock as of the Effective Date shall retain its
CMI Common Stock.
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<PAGE>
as an antitakeover device in connection with any hostile acquisition, even
though Reorganized CMI's REIT status would not be threatened by such
acquisition); deletion of certain antitakeover provisions (however CMI will
remain subject to the Maryland business combination statute); a change in the
vote required for (a) removal of directors, (b) amendments to Article XI (excess
share provisions), and (c) amendments to Article XIII (conflict with terms of
any class or series of preferred stock) from a majority to 66 2/3; changes in
how vacancies on the Board of Directors and newly created directorships are
filled; and prohibition of the issuance of nonvoting equity securities to the
extent required by Section 1123(a)(6) of the Bankruptcy Code. The Reorganized
CMI Bylaws contain amendments providing for, among other matters, advance notice
of matters to be presented at annual meetings of stockholders and advance notice
of nominees for director. The Reorganized CMI Articles of Incorporation and the
Reorganized CMI Bylaws will become effective, without any requirement of further
action by stockholders of CMI or Reorganized CMI, on the Effective Date. The
Reorganized CMI Articles of Incorporation shall be filed with the Maryland
Department of Assessments and Taxation on the Effective Date.
3. Articles of Incorporation and Bylaws for Reorganized CMM.
On the Effective Date, Reorganized CMM shall be deemed to have adopted
the Reorganized CMM Articles of Incorporation and the Reorganized CMM Bylaws
pursuant to applicable non-bankruptcy law and Section 1123(a)(5)(I) of the
Bankruptcy Code. The Reorganized CMM Articles of Incorporation will be amended
to prohibit the issuance of nonvoting equity securities to the extent required
by Section 1123 (a) (6) of the Bankruptcy Code. The Reorganized CMM Articles of
Incorporation and the Reorganized CMM Bylaws will become effective, without any
requirement of further action by the stockholder of CMM or Reorganized CMM, on
the Effective Date. If the foregoing amendment is required, then the Reorganized
CMM Articles of Incorporation shall be filed with the Maryland Department of
Assessments and Taxation on the Effective Date.
4. Directors and Management of Reorganized CMI.
As of the Effective Date, the Persons identified at or before the
Confirmation Hearing in a schedule to be Filed by CMI with the Bankruptcy Court
will serve as the initial members of the Board of Directors of Reorganized CMI.
Such Persons shall be deemed elected to the Board of Directors of CMI, and such
elections shall be deemed effective as of the Effective Date, without any
requirement of further action by stockholders of CMI or Reorganized CMI. The
initial officers of Reorganized CMI shall be selected by the Board of Directors
of Reorganized CMI and their names will be disclosed in a schedule to be Filed
with the Bankruptcy Court at or before the Confirmation Hearing. Subject to any
requirement of Bankruptcy Court approval under Section 1129(a)(5) of the
Bankruptcy Code, those persons identified or designated as directors and
officers of Reorganized CMI in the schedule to be Filed with the Bankruptcy
Court at or before the Confirmation Hearing shall assume their offices as of the
Effective Date and shall continue to serve in such capacities thereafter,
pending further action of the Board of Directors or stockholders of Reorganized
CMI in accordance with the Reorganized CMI Bylaws, Reorganized CMI Articles of
Incorporation and applicable state law.
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<PAGE>
debt or Interest is allowed pursuant to Section 502 of the Bankruptcy Code, or
(c) the Holder of a Claim or Interest based on such Claim, debt or Interest has
accepted the Plan; and (ii) all Persons shall be precluded from asserting
against Reorganized CMI, Reorganized CMM and Reorganized Holdings, their
respective successors, or their respective 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.
Except as otherwise provided in the Plan or the Confirmation Order, the
Confirmation Order shall act as a discharge of any and all Claims against and
all debts and liabilities of the Debtors, as provided in Sections 524 and 1141
of the Bankruptcy Code, and such discharge shall void any judgment against the
Debtors at any time obtained to the extent that it relates to a Claim
discharged.
Except as otherwise provided in the Plan or the Confirmation Order, on
and after the Effective Date, all Persons who have held, currently hold or may
hold a debt, Claim or Interest discharged pursuant to the terms of the Plan are
permanently enjoined from taking any of the following actions on account of any
such discharged debt, Claim or Interest: (i) commencing or continuing in any
manner any action or other proceeding against the Debtors, Reorganized CMI,
Reorganized CMM or Reorganized Holdings, or their respective successors or their
respective properties; (ii) enforcing, attaching, collecting or recovering in
any manner any judgment, award, decree or order against the Debtors, Reorganized
CMI, Reorganized CMM or Reorganized Holdings, or their respective successors or
their respective properties; (iii) creating, perfecting or enforcing any lien or
encumbrance against the Debtors, Reorganized CMI, Reorganized CMM or Reorganized
Holdings, or their respective successors or their respective properties; and
(iv) commencing or continuing any action, in any manner, in any place that does
not comply with or is inconsistent with the provisions of the Plan or the
Confirmation Order. Any Person, including but not limited to the Debtors,
Reorganized CMI, Reorganized CMM or Reorganized Holdings, injured by any willful
violation of such injunction shall recover actual damages, including costs and
attorneys' fees, and, in appropriate circumstances, may recover punitive
damages, from the willful violator.
B. Limitation of Liability.
None of the Debtors, Reorganized CMI, Reorganized CMM or Reorganized
Holdings, the members of the Committees, the Indenture Trustee, or any of their
respective employees, officers, directors, agents, or representatives, or any
professional persons employed by any of them (including, without limitation,
their respective Designated Professionals), shall have any responsibility, or
have or incur any liability, to any Person whatsoever (i) for any matter
expressly approved or directed by the Confirmation Order or (ii) under any
theory of liability (except for any claim based upon willful misconduct or gross
negligence) for any act taken or omission made in good faith directly related to
formulating, implementing, confirming, or consummating the Plan, the Disclosure
Statement, or any contract, instrument, release or other agreement or document
created in connection with or contemplated by the Plan; provided, that nothing
in this Section XI.B shall limit the liability of any Person for breach of any
express obligation it has under the terms of this Plan, or any documents
executed in connection therewith or pursuant thereto, or under any other
agreement or document entered into by such Person in accordance with or pursuant
to the terms of this Plan (except to the extent expressly provided in the
Confirmation Order) or for any breach of a duty of care owed to any other Person
occurring after the Effective Date.
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 13th day of July, 2000, copies of
the Praecipe Filing Substituted Pages to the Debtors' Third Amended Joint
Plan of Reorganization were sent via first-class mail, postage prepaid
(except as otherwise indicated), to the persons on the attached service list.
_______/s/________________
Richard L. Wasserman
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