Exhibit 2.7
Plan of Reorganization for UCI Medical Affiliates, Inc.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF SOUTH CAROLINA
In re: ) CHAPTER 11
)
UCI Medical Affiliates, Inc., ) Case No. 01-11687-B
)
Debtor. )
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PLAN OF REORGANIZATION
Filed by the Debtor on May 6, 2002
Table of Contents
Page
Article I History and Other General Information Relating to the Proposed
Plan of Reorganization....................................................................2
Article II Plan of Reorganization....................................................................5
Article III.......Classification of Creditors and Parties in Interest and the Provisions of
Treatment of Each Class of Creditors and Party in Interest Dealt with
by the Plan...............................................................................6
Article IV Feasibility of Proposed Plan of Reorganization...........................................13
Article V Status of the Debtor After Confirmation..................................................13
Article VI Executory Contracts......................................................................13
Article VII Jurisdiction.............................................................................18
Article VIII Post-Confirmation Acts...................................................................18
Article IX Cram-Down for Impaired Creditors Not Accepting the Plan..................................19
Article X Discharge of the Debtor..................................................................19
PLAN OF REORGANIZATION
The Debtor-in-Possession, UCI Medical Affiliates, Inc. ("Debtor" or "UCI"),
proposes the following Plan of Reorganization ("Plan") pursuant to Chapter 11 of
the U. S. Bankruptcy Code.
ARTICLE I.........
History and Other General Considerations Relating to the Plan of Reorganization
1.1 Background. UCI and the affiliated/related entities UCI Medical Affiliates
of South Carolina, Inc.; UCI Medical Affiliates of Georgia, Inc.; Doctor's Care
P.A., Doctor's Care of Tennessee, P.C.; and Doctor's Care of Georgia, P.C., are
the Debtors-in-possession (collectively the "Debtors"), in the above-captioned
case (the "Chapter 11 case"). Pursuant to order entered December 6, 2001, the
court authorized the joint administration, but not the substantive
consolidation, of the 6 separate bankruptcy cases. These 6 affiliated and
related entities filed their Plan on the same date. Debtors have filed one
disclosure statement but are filing a separate Plan for each of the 6 Debtors.
Creditors should note, however, that each separate Plan contains in it the same
analysis of claims and the treatment thereof. The history and background of the
Debtors are fully provided in the Debtors Disclosure Statement (the "Disclosure
Statement") and its attached exhibits filed May 3,, 2002. The information in the
Disclosure Statement is incorporated herein by reference.
1.2 Financial Condition of the Debtor. The data providing the reader with the
current and historical financial condition of the Debtor are located in the
Disclosure Statement.
1.3 The Debtor's Reorganization Proceedings under Chapter 11. The
information found in the Disclosure
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Statement provides adequate history as to the proceedings by the Debtor in
this reorganization.
1.4 Definitions. The following words, terms and definitions shall be used
and apply exclusively for this Plan:
1. The Code is 11 U.S.C. Sections 101, et seq., the "Bankruptcy Code".
2. The Court shall mean the United States Bankruptcy Court for the District
of South Carolina.
3. The Debtor shall mean UCI Medical Affiliates, Inc. Debtors shall
collectively refer to UCI and the affiliated/related entities UCI
Medical Affiliates of South Carolina, Inc.; UCI Medical Affiliates of Georgia,
Inc.; Doctor's Care P.A., Doctor's Care of Tennessee, P.C.; and Doctor's Care of
Georgia, P.C.
4. Chapter 11 shall mean a case being administered under 11 U.S.C. Sections
1101 et seq., for the reorganization of the indebtedness of
the Debtor;
5. The Case shall mean this proceeding under Chapter 11, which commenced as a
voluntary petition in this Court on November 2, 2001.
6. Chapter 7 shall mean a hypothetical case which is administered under 11
U.S.C. Sections 701 et seq., wherein an estate, identical to
the Debtor, with identical assets and liabilities, has its assets liquidated.
7. The Plan shall mean this Plan of Reorganization of the Debtor under Chapter
11, filed with the Court on May 3, 2002. The Effective Date of the Plan shall
mean the eleventh (11th) day after the Confirmation Date. Should such day fall
on a Saturday, Sunday, or holiday, the Effective Date shall be the first
business day thereafter.
8. Confirmation Date means the date the order confirming the Debtor's Plan
is entered on the docket of the Bankruptcy Court.
9. Claims shall mean any right or claim to a right to receive payment of monies
from the debtor or right to an equity interest in the debtor held by any party.
10. A Claim of Interest (more particularly) shall mean any claim against the
debtor for equity ownership, whether actual, or contingent. "Interest" refers to
equity securities (shareholders' interest), partnership interest or
proprietorship interest.
11. Allowed Claim shall mean each individual creditor's claim or claim of
interest whose validity is accepted by the debtor for payment, or if challenged
by the debtor, a claim which is ultimately proven by that claimant and approved
by the Court after notice. Some claims by law can be approved only by the Court
for payment, i.e., administrative and priority claims. The debtor retains the
ability to object to claims regardless of confirmation of the plan and claims
treated in the plan will be paid only to the extent they are allowed by the
Court.
12. Secured Claim shall mean each individual claim completely or partially
secured by real estate mortgages, security agreements, assignment agreements,
consignment agreements, chattel mortgages, recorded lease-purchase agreements,
liens or any other legal encumbrance which is entitled to secured status under
Title 36 of the Code of Laws of South Carolina (UCC provisions) or South
Carolina law.
13. Priority and Administrative Claims shall mean all claims entitled to
priority status under 11 U.S.C. Section 507 and Section 364 or other specific
provisions of the Code. These claims include, but are not limited to, generally,
all costs and expenses incurred during the reorganization proceeding; all wages
allowed priority status which were owing by the debtor at the time of filing up
to $4,300 per claimant; all post-petition wage claims due at confirmation; all
taxes owing to the United States, any individual State or local taxing
authority; all post-petition debts incurred and unpaid since the commencement of
this Case; and all other statutory costs or fees assessed or assessable by the
Court, and any claims given priority status during this proceeding by specific
order of the Court.
14. Unsecured Claims shall mean all claims against the Debtor other than
Secured Claims, Priority and Administrative Claims, or Claims
of Interest.
15. Class of Claims shall mean all types of claims or interests (i.e., secured,
priority, unsecured or interests) which are substantially identical in kind or
nature and are grouped together without any unfair discrimination or treatment
for payment by this Plan.
16. Impaired Class shall mean a class of claims given, under this Plan, less
than the full amount of their filed and approved individual claims or claims
where contract rights are modified or compromised by the Plan.
17. Unimpaired Class shall mean a class of claims whose rights are not affected
by this Plan, or which is entitled to and shall receive under this Plan full
satisfaction of its filed and approved claims as required by the Code.
Unimpaired claims are deemed to have accepted this Plan by specific provision of
the Code and solicitation of acceptances with respect to such class from the
holders of claims or interest of such class is not required.
18. Executory Contracts shall mean all contracts or agreements not
completed and to be performed or satisfied by the parties in
the future, whether previously rejected or not.
a. Realty Leases shall mean all valid, enforceable leases of real estate
between the debtor and other parties.
b. Personal Leases shall mean all leases between the debtor and third
parties for the use of any and all personal property.
19. Acceptance. A specific class of claims has accepted a plan when such plan
has been accepted by those voting individual creditors in that class that hold
at least two-thirds (2/3) in amount ($'s) and more than one-half (1/2) in number
(greater than 50%) of the voting individual allowed claims of that class of
creditors. A class of interest has accepted a plan if such plan has been
accepted by holders of such interest that hold at least two-thirds (2/3) in the
amount of the allowed interest of such class held by holders of such interest
(i.e., number of shares held by shareholders or partners) that have voted in
confirmation of such plan. It is important to note that computation in the
confirmation voting process is based only upon the total amount of claims
actually voting rather than on claims proven and allowed.
Notwithstanding any other provision of this section, a class that is
unimpaired under this Plan is deemed by law to have accepted this Plan, and
solicitation of acceptances with respect to such class is not otherwise
required.
20. Exhibit shall refer to those exhibits attached to the Disclosure
Statement.
21. Cash on Hand shall refer to that cash available, on or immediately after
confirmation, and which is in the hands of the Debtor, and has been derived from
the total operations of the Debtor.
22. Substantial Consummation shall refer to that date and time on which the
transfer of all or substantially all of the property proposed by the Plan to be
transferred has been achieved; the assumption by the debtor under the Plan of
the business or of the management of all or substantially all of the property
dealt with by the Plan has been achieved; and, finally, the commencement of the
distribution of some payments under the Plan has begun.
23. Final Consummation shall refer to the date and time at which the execution
of all provisions of the Plan, appropriate requirements of the Bankruptcy Code,
and applicable supplemental.
NOTE: The defining of the various parties of interest and claimants
against this estate in no way imputes any relative priority among them nor is it
to be construed to validate or approve any of their claims.
24. Property to be Dealt With by the Plan shall refer to the property which
is described in the Disclosure Statement.
ARTICLE II
Plan of Reorganization
The Plan separates the creditors of the Debtors into 20 classes. All
creditors, except Class 18, will be paid in full over time from the Debtors'
operations. All equity will retain their interests, and Debtors do not propose
any changes in management.
ARTICLE III.......
Classification of Creditors and Parties in Interest and the Provisions of
Treatment Of Each Class Of Creditors And Party In Interest Dealt With By The
Plan
CLASS 1 Internal Revenue Service . Secured and unsecured priority, impaired.
1.1 UCI Medical Affiliates, Inc. -No claim filed.
1.2 UCI Medical Affiliates of South Carolina, Inc. - The IRS has filed a secured
claim against this Debtor in the amount of $505,956.72, and a priority claim in
the amount of $650,625.85. The allowed amount of the IRS secured and priority
claims will be paid over 72 months, at 8% interest, for a monthly payment of
$20,279.16. The first payment will occur on the 20th day of the month, during
the month immediately following confirmation of the Plan, and will continue on
the 20th day of each month thereafter until the allowed secured and priority
claims plus interest are paid in full. Debtor reserves the right to direct how
the payments shall be applied. Debtor may pre-pay this creditor without penalty.
This creditor shall retain all outstanding liens against the Debtor.
1.3 UCI Medical Affiliates of Georgia, Inc. - no claim filed
1.4 Doctor's Care SC. - The IRS has filed a secured claim against this Debtor in
the amount of $548,761.00, and a priority claim in the amount of $1,729,377.48.
Debtors believe the priority claim should be reduced to $1,228,210.00, to
reflect the amounts actually owed for 2001 FUTA taxes. The allowed amount of the
IRS secured and priority claims will be paid over 72 months, at 8% interest, for
a monthly payment of $31,156.58. The first payment will occur on the 20th day of
the month, during the month immediately following confirmation of the Plan, and
will continue on the 20th day of each month thereafter until the allowed secured
and priority claims plus interest are paid in full. Debtor reserves the right to
direct how the payments shall be applied. Debtor may pre-pay this creditor
without penalty. This creditor shall retain all outstanding liens against the
Debtor.
1.5 Doctor's Care of Tennessee, P.C. - The IRS has filed an unsecured priority
claim against this Debtor in the amount of $210,951.62. The allowed amount of
the IRS priority claim will be paid over 72 months, at 8% interest, for a
monthly payment of $3,699.19. The first payment will occur on the 20th day of
the month, during the month immediately following confirmation of the Plan, and
will continue on the 20th day of each month thereafter until the allowed secured
and priority claims plus interest are paid in full. Debtor reserves the right to
direct how the payments shall be applied. Debtor may pre-pay this creditor
without penalty.
1.6 Doctor's Care of Georgia, P.C. - The IRS has filed an unsecured priority
claim against this Debtor in the amount of $61,531.98. The allowed amount of the
IRS priority claim will be paid over 72 months, at 8% interest, for a monthly
payment of $1,079.38. The first payment will occur on the 20th day of the month,
during the month immediately following confirmation of the Plan, and will
continue on the 20th day of each month thereafter until the allowed secured and
priority claims plus interest are paid in full. Debtor reserves the right to
direct how the payments shall be applied. Debtor may pre-pay this creditor
without penalty.
CLASS 2 Heller Healthcare Finance, Inc. ("Heller"). Secured, impaired. This
creditor has entered into various loan documents, which include security
agreements, with all six (6) Debtors. Heller asserts a lien on virtually all of
the assets of the Debtors, and has filed a proof of claim in the amount of
$2,460,416.21. Debtor began making monthly adequate protection payments to
Heller in December 2001, and will continue doing so until the Debtor begins
making Plan payments. As such, the allowed amount of Heller's claim will be less
than the filed proof of claim. The allowed amount of Heller's claim will be
amortized over 60 months at a floating interest rate of Prime Rate, as shown in
the Wall Street Journal, plus 2%. The first payment will occur on the 28th day
of the month following confirmation of the Plan and will continue on the 28th
day of each month for 36 months. The total remaining unpaid amount of this
creditor's claim shall be paid in full on the third anniversary date of the
Effective Date of the confirmed plan. Debtor may pre-pay this creditor without
penalty. This creditor shall retain all outstanding liens against the Debtor.
CLASS 3 South Carolina Department of Revenue ("SCDOR").1 Secured and unsecured
priority, impaired.
3.1 UCI Medical Affiliates, Inc. - no claim filed
3.2 UCI Medical Affiliates of South Carolina, Inc. - SCDOR has filed a secured
claim in the amount of $43,291.73 and an unsecured priority claim in the amount
of $530,504.32 against this Debtor. The allowed amount of this creditor's
secured and priority claims will be paid over 72 months, at 8% interest, for a
monthly payment of $10,061.03. The first payment will occur on the 28th day of
the month, during the month immediately following confirmation of the Plan, and
will continue on the 28th day of each month thereafter until the allowed secured
and priority claims plus interest are paid in full. Debtor reserves the right to
direct how the payments shall be applied. Debtor may pre-pay this creditor
without penalty. This creditor shall retain all outstanding liens against the
Debtor.
3.3 UCI Medical Affiliates of Georgia, Inc.- no claim filed
3.4 Doctor's Care SC - SCDOR has filed a secured claim in the amount of
$26,982.91 and an unsecured priority claim in the amount of $476,077.54 against
this Debtor. The allowed amount of this creditor's secured and priority claims
will be paid over 72 months, at 8% interest, for a monthly payment of $8,820.80.
The first payment will occur on the 28th day of the month, during the month
immediately following confirmation of the Plan, and will continue on the 28th
day of each month thereafter until the allowed secured and priority claims plus
interest are paid in full. Debtor reserves the right to direct how the payments
shall be applied. Debtor may pre-pay this creditor without penalty. This
creditor shall retain all outstanding liens against the Debtor.
3.5 Doctor's Care of Tennessee, P.C. - no claim filed
3.6 Doctor's Care of Georgia, P.C. - no claim filed
CLASS 4 Companion Technologies Corporation ("Companion Technologies"). Secured,
impaired. This creditor is an affiliate or subsidiary of Blue Cross/Blue Shield
which owns a plurality of the UCI stock. The Debtors and this creditor are
parties to a lease agreement ("Agreement") wherein Debtors lease certain
computer equipment and software licenses. Incident to that lease is a service
agreement, and by separate agreement ("EPS Agreement"), CTC provides electronic
patient statements to the Debtors. CTC asserts a lien on Debtors' receivables,
machinery and equipment, and other assets of the Debtors. Pursuant to a notice
of settlement pending before the Court, Debtors will assume the Agreement. The
total amount owing under the Agreement, $667,119.22, will be repaid over a 48
month period at 8% interest, for a monthly payment of $16,286.33. Upon court
approval of the notice of settlement, Debtors will make the April 20, 2002,
payment, which is currently held by Debtors' counsel in escrow, and any other
payment due under the Agreement, and will continue making payments on the 20th
of each month thereafter until the total amount owed plus interest is paid in
full. At the end of the 48 month term, Debtors will own the equipment with no
additional payment required. Debtors assume the service agreement, which is
incident to the Agreement, and the EPS Agreement, and will continue paying
regular monthly payments owed under those agreements.
CLASS 5 William O. Kirker. Secured, impaired - This creditor has a claim against
UCI-SC in the approximate amount of $808,555.00, which is secured by an
assignment of the Companion HealthCare Corporation lease agreement. The allowed
amount of this claim shall be repaid over 78 months, at the fixed interest rate
of 8%, for a monthly payment of $13,328.03. The first payment will occur on or
before the 21st day of the month, during the month immediately following
confirmation of the Plan, and will continue on the 21st day of each month
thereafter until the allowed secured claim plus interest is paid in full. Debtor
may pre-pay this creditor without penalty. This creditor shall retain all
existing liens.
CLASS 6 Branch Banking & Trust ("BB&T"). Secured, unimpaired. BB&T is a creditor
of UCI-SC, and has filed a proof of claim in the amount of $217,047.00, which is
secured by a mortgage on UCI-SC's real property in Greenville, South Carolina.
Debtors do not propose to modify the existing loan documents and shall continue
making the regular monthly payment of $3,100.00. This creditor shall retain all
existing liens.
CLASS 7 Carolina First Bank. Secured, unimpaired. - UCI owes this creditor
approximately $267,000.00 which is secured by 300,000 shares of UCI stock.
Debtors do not propose to modify the existing loan documents and shall continue
making the regular monthly payment of approximately $8,500.00. This creditor
shall retain all existing liens.
CLASS 8 Georgia Department of Revenue. Unsecured priority, impaired. This
creditor has filed a unsecured priority claim in the amount of $74,096.08 in the
Doctor's Care GA case. Debtors believe this amount should be reduced to
$8,675.65 to reflect the Debtor's payment of 2001 withholding taxes. The allowed
amount of the this claim will be paid over 12 months, at 8% interest, for a
monthly payment of $758.54. In the event the allowed claim is greater than
$8,675.65, the amount of the plan payment will not be increased, but the term of
repayment will be increased, not to exceed 72 months total. The first payment
will occur on the 28th day of the month, during the month immediately following
confirmation of the Plan, and will continue on the 28th day of each month
thereafter until the allowed priority claim plus interest is paid in full.
Debtor may pre-pay this creditor without penalty.
CLASS 9 Richland County Treasurer. Priority, impaired. This creditor has a claim
in the amount of $34,754.49 in the UCI-SC bankruptcy. The allowed amount of the
this claim will be paid over 12 months, at 8% interest, for a monthly payment of
$3,027.09. The first payment will occur on the 28th day of the month, during the
month immediately following confirmation of the Plan, and will continue on the
28th day of each month thereafter until the allowed priority claim plus interest
is paid in full. Debtor may pre-pay this creditor without penalty.
CLASS 10 South Carolina Employment Security Commission. Priority, impaired. This
creditor has filed a proof of claim in the amount of $28,703.17 in the UCI-SC
bankruptcy. The allowed amount of the this claim will be paid over 12 months, at
8% interest, for a monthly payment of $2,500.00. The first payment will occur on
the 28th day of the month, during the month immediately following confirmation
of the Plan, and will continue on the 28th day of each month thereafter until
the allowed priority claim plus interest is paid in full. Debtor may pre-pay
this creditor without penalty.
CLASS 11 DeKalb County Tax Commission. Priority, impaired. This creditor has
filed a proof of claim in the amount of $676.26 in the UCI-GA bankruptcy. The
allowed amount of the this claim will be paid in full within 30 days after the
Plan has been confirmed.
CLASS 12 Assumed Leases of Non-Residential Real Property. Secured impaired. This
class includes the following creditors: NE Partnership; Carol Cox; Indigo
Associates; Bob Dinkins; Frances Burris; Joy Carpenter; William Funderburk;
Statewide Partners (Charles J. Craig); Wateree Properties; Will-O-Cola; Jeff
Smith; Anthony Harrigan; Chris Borst; Michael Shanah; Strand Properties; James
Vaught; Four C's; Medical Development Corporation; and Companion HealthCare.
Pursuant to court order, Debtors have assumed the leases with these creditors
and shall continue making the lease payments and cure payments as set forth in
previous orders of the court.
CLASS 13 Assumed Leases of Personal. Secured, impaired. This class consists of
the following creditors: AT&T Capital Leasing Services, Inc.; AT&T Credit Corp.;
BB&T Leasing; Carolina First Bank; First State Bank; Hi-Tec Financial; and IKON
Capital. As will be set forth in separate court order, Debtors will assume the
leases with these creditors and shall continue making the lease payments and
cure payments as set forth in previous orders of the court.
CLASS 14 Lease Rejection Claims. Unsecured, impaired. This class consists of all
creditors who assert a claim against the Debtors for termination damages as the
result of the Debtors' rejection of any lease or executory contract. The allowed
claims of the members of this class will participate with unsecured creditors in
Class 16 and will receive their pro rata share of the distribution to Class 16.
CLASS 15 Unsecured Creditors With Claims Less Than $1,000.00. Unsecured,
impaired. This class consists of approximately 80 creditors who hold claims
against the Debtors in an amount less than $1,000.00. The aggregate amount owed
to this class is approximately $25,000.00. The allowed amount of the claims of
this class will be paid over 6 months, at 0% interest, for a monthly payment of
$4,166.67 to be distributed on a pro rata basis. The first payment will be made
on February 21, 2002, and on the 21st of each month thereafter until the allowed
amount owed to these class members is paid in full.
CLASS 16 Unsecured Creditors With Claims Greater Than $1,000.00. Unsecured,
impaired. The aggregate amount owed to this class of creditors is approximately
$3,700,000.00. The allowed amount of the claims of this class will be paid over
72 months, at 0% interest, for a monthly payment of $51,388.89 to be distributed
to the creditors of this class on a pro rata basis. In the event the aggregate
amount owed to this class is greater than $3,700,000.00, the proposed monthly
payment will remain the same, but the term of repayment will increase. The first
payment will be made on February 21, 2002, and on the 21st of each month
thereafter until the allowed amount owed to these class members is paid in full.
CLASS 17 Pending Litigation Unsecured, impaired. This class is comprised of any
claims against the Debtors as a result of resolution of any pending litigation.
Members of this class will share pro rata with the distribution to Class 16
creditors.
CLASS 18 FPA Medical Management, Inc. - Unsecured, impaired. The debt owed to
this creditor is $1.5 million which is secured by a convertible subordinated
debenture. This creditor previously filed a Chapter 7 bankruptcy and is no
longer in existence. Debtor proposes to pay this creditor $0.00.
CLASS 19 Equity Interests. This class consists of all entities or individuals
that have an ownership interest in any of the 6 Debtors. Members of this class
shall retain their ownership interests. No new stock will be issued pursuant to
the Plan. This class is unimpaired.
CLASS 20 Debtor's Professionals and the United States Trustee. Unsecured,
administrative, unimpaired. This class consists of the fees and expenses of the
Debtors' professionals incurred during the administration of this case, and
includes payments due on a quarterly basis to the United States Trustee.
Debtor's professionals include Robinson, Barton, McCarthy & Calloway, P.A.,
bankruptcy counsel; Ouzts, Ouzts & Varn, accountant for bankruptcy purposes;
Scott McElveen, general accountants; and Nexsen Pruet Jacobs & Pollard,
corporate counsel for the Debtors. Until the Plan has been confirmed, these fees
will be paid only after fee application and approval by the Bankruptcy Court.
United States Trustee fees will be paid on a regular basis until the case is
closed.
ARTICLE IV........
Feasibility of Proposed Plan of Reorganization
11 U.S.C. ss.1129(a)(11) provides that in order for a Plan of
Reorganization to be confirmed (approved), the Trustee must demonstrate that the
Plan of Reorganization is not likely to be followed by a liquidation or the need
for further reorganization of the Debtor or any successor of the Debtor under
the Plan, unless the liquidation or reorganization is proposed in the Plan of
Reorganization. The Debtors' Plan satisfies this requirement as its describes an
operation which is improving and operating profitably, to enable the repayment
of its creditors. As shown in Exhibit B to the Disclosure Statement, the cash
flow of the Debtors is sufficient to enable the Debtors to make the payments
required by the Plan.
ARTICLE V.........
Status of the Debtor After Confirmation
From and after Confirmation of this Plan, the Debtor is exonerated from
any and all claims not filed by a creditor or claimant of interest against the
Debtor prior to the date set by this Court. The reorganized Debtor will, from
and after Confirmation of this Plan, be indebted for, and obligated to pay, only
those liabilities and obligations set forth in Article III of this Plan, and
only those that have been allowed or modified pursuant to this Plan, or pursuant
to claims objections filed and determined subsequent to Confirmation of this
Plan. Debtor retains the right to object to claims subsequent to confirmation.
Any defaults whatsoever, with respect to any such indebtedness or
obligations, or in the terms and conditions thereof, which are or may be based
on events, facts or occurrences taking place on or before the date of
Confirmation, lapse of time, or both, would take place or be deemed to take
place on or before such date and shall be deemed to have been waived and shall
not thereafter be a basis for the exercise by any person for any right or remedy
whatsoever, as a creditor or claimant against the Debtor.
ARTICLE VI........
Executory Contracts
6.1 Realty Leases
1. UCI-SC - the following non-residential real property leases have been assumed
pursuant to court order according to the terms set forth herein-below. Debtors
shall cure the arrearage under each lease over a twelve (12) month period by
making monthly payments to each lessor in the amount shown in the far right
column. Debtors have already begun payments.
......... Monthly 1/12th
Facility Lessor Rent Arrears of arrears
------------------ ------ ------- ------- ----------
Northeast Cola NE Partnership $ 8,000 $ 8,000 $ 667
Lexington Carol Cox $ 4,594 $ 4,594 $ 383
Forest Acres Indigo Associates $ 6,696 $ 6,696 $ 558
Sumter Bob Dinkins $ 3,646 $ 7,292 $ 608
West Columbia Frances Burris $ 4,646 $ 9,292 $ 774
Beltline Joy Carpenter $ 4,016 $ 26,599 $ 2,217
Family Medical William Funderburk $ 13,695 $ - $
Cayce Statewide Partners $ 3,333 $ 9,999 $ 833
(Charles J. Craig)
Wateree Wateree Properties $ 4,104 $ 4,104 $ 342
Ridgeview Will-O-Cola $ 5,270 $ 5,270 $ 439
West Ashley Jeff Smith $ 3,413 $ 3,413 $ 284
Mt. Pleasant Anthony Harrigan $ 5,977 $ 5,977 $ 498
Surfside Jeff Smith $ 4,737 $ 4,737 $ 395
Waccamaw Chris Borst $ 4,000 $ - $ -
North Myrtle Beach Michael Shanah $ 5,320 $ 21,281 $ 1,773
Strand Medical Strand Properties $ 15,000 $ - $ -
East Blackstock Jeff Smith $ 2,633 $ 2,663 $ 222
Berea Frances Burris $ 7,783 $ 31,132 $ 2,594
Conway2 James Vaught $3,808.00 $ - $ -
Greenville Four C's $ 1,934.62 $ 3,869.24 $ 322.44
Northwoods Comp. Health Care $5,414.00 $49,075.86 $ 4,089.66
The non-residential leases of real property listed below have been
assumed, subject to the following modifications agreed upon by mutual consent of
the parties: 1) the CPI rent increases shall be eliminated until January 2008;
2) the expiration of all named leases shall be changed to December 31, 2020; and
3) the Debtors shall cure the arrearage under each lease over a twenty four (24)
month period by making monthly payments to the lessor in the amount shown in the
far right column:
Monthly 1/24th
Facility Lessor Rent Arrears of arrears
- -------- ------ ---------- ------- ----------
Seven Oaks Medical Dev Corp $ 13,270 $ 13,270 $ 553
Columbia East Medical Dev Corp $ 10,060 $ 10,060 $ 419
Aiken Medical Dev Corp $ 9,600 $ 9,600 $ 400
Summerville Medical Dev Corp $ 7,039 $ 7,039 $ 293
Beaufort Medical Dev Corp $ 10,060 $ 10,060 $ 419
Charleston West Medical Dev Corp $ 11,940 $ 11,940 $ 498
Congaree Medical Dev Corp $ 13,875 $ 13,875 $ 578
Simpsonville Medical Dev Corp $ 10,691 $ 10,691 $ 445
Knoxville West Medical Dev Corp $ 14,366 $ 14,366 $ 599
2. UCI-GA - the following leases of non-residential real property have been
rejected
a. Knoxville North - leased from Clinton Highway Properties ("CHP")- This
creditor has asserted substantial rejection damages. Debtors have entered into a
settlement agreement with the lessor which is pending before the court. Debtors
lease a mobile office building from Kansas State Bank and will pay the bank
$15,000.00 in satisfaction of the remaining balance under the lease and will
transfer title to such building to CHP. All claims will be released.
b. Tucker-GA - leased from Wayne Johnson who has filed a proof of claim in
the amount of $433,200.00, to which the Debtors will object. Pursuant to 11
U.S.C.ss.502(b), the claim should be reduced to approximately $60,000.00
6.2 Personal Leases
1. Leases assumed: The Debtors have filed a motion with the court requesting
approval of the assumption of the following lease agreements entered into with
the Lessors listed below by UCI-SC, Inc.:
Property Description Arrearage through Monthly Cure
Lessor Account Number April 30, 2002 Payment
AT&T Capital Leasing Services, 575128 Medical Equip. $3,113.42 $518.90
Inc.
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
CIT Communications Finance Lease No. Telephone Equip. $25,939.56 $4,323.26
Corporation f/k/a/ AT&T Credit S508121,
Corp. Schedule No.
00030
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
BB&T Leasing 3671L Medical Equipment $3,884.64 $647.44
3672L $7,246.24 $1,207.70
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
Carolina First Bank 5043392703 Various Medical $0.00 $0.00
5043392704 Equipment $0.00 $0.00
5043392705 $0.00 $0.00
5043392706 $0.00 $0.00
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- -------------------------------- ----------------- ------------------------ -------------------- ------------------
First State Bank 1250314943 Medical Equipment $4,612.68 $768.78
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
Hi-Tec Financial 25562 Various Medical $17,577.00 $2,929.50
90-3332376 Equipment $926.80 $154.46
90-333245-9 $7,371.00 $1,228.50
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
IKON Capital 213331 Ricoh Copier Equip. $1,458.24 $243.04
- -------------------------------- ----------------- ------------------------ -------------------- ------------------
For informational purposes, the total arrearage for these leases is
$72,129.58. The Debtors will cure the arrearage under each lease over a six (6)
month period by making monthly payments to each lessor in the amount shown in
the far right column of the above labeled "Monthly Cure Payment". The Monthly
Cure Payments will be included with the regular monthly payments to Lessors,
beginning May 2002.
2. Leases rejected: The Debtors have filed a motion with the court requesting
approval of the rejection of the following lease agreements entered into by
UCI-GA with the Lessors listed below:
------------------------------- ------------------- ------------------------- ---------------------
Remaining Balance
Property Due
Lessor* Account # Description April 30, 2002
------ --------- ----------- --------------
------------------------------- ------------------- ------------------------- ---------------------
------------------------------- ------------------- ------------------------- ---------------------
BSFS Equipment 6782508-001 Phone System $2,766.29
------------------------------- ------------------- ------------------------- ---------------------
------------------------------- ------------------- ------------------------- ---------------------
Copelco Capital 770870 Medical Equipment $6,754.50
------------------------------- ------------------- ------------------------- ---------------------
------------------------------- ------------------- ------------------------- ---------------------
Rockford Industries 23979-009 Medical Equipment $36,405.27
88738-000 $29,160.12
------------------------------- ------------------- ------------------------- ---------------------
*The lessee for the lease agreements above is UCI Medical Affiliates of
GA, Inc.
The Debtors propose to reject the lease agreements listed above and
surrender all equipment leased under such agreements. Further, the Debtors
propose that the surrendered equipment satisfy all claims of the Lessors arising
against the Debtors pursuant to the lease agreements or the Debtors' rejection
of the such leases.
3. Strand Medical Center - This creditor has leased the Debtors various medical
equipment, which is under lien to a third-party lienholder. Pursuant to the
lease agreement, in addition to a base rental rate, the Debtors are required to
pay additional rent which is based upon gross revenues. The Debtors and this
creditor have agreed, subject to court approval, that the total balance
remaining for all rents due under lease agreement is $200,000.00. This amount
shall be paid in thirty six (36) equal monthly rental installments of $5,555.56,
beginning May 2002. Lessor agrees that monthly notice shall be provided to
Debtor confirming payment by Lessor to the third party lienholder on leased
equipment. In the event that such notice is not timely provided, Lessor agrees
that Debtor shall be allowed to make subsequent rent payments directly to third
party lienholder. Other provisions of lease agreement shall remain in effect.
6.3 Other Executory Contracts
1. EDS Information Services, LLC - Debtor has rejected its executory contract
with this creditor which has filed a claim for $752,504.57 in rejection damages,
which includes $163,000 in pre-petition arrearages. Debtors believe the
rejection damages will be significantly less based upon the language of the
contract, and Debtors are in the process of negotiating with this creditor.
2. Employment contract with M.F. McFarland, III, M.D. - UCI-SC has employed
McFarland as its CEO and President and Doctor's Care SC has employed McFarland
as its President. The Debtors assume these employment contracts, copies of which
are available upon request.
ARTICLE VII
Jurisdiction
7.1 Retention of Jurisdiction. The Court shall retain jurisdiction over the
reorganized Debtor, its property, and all other parties appearing in the
reorganization proceeding as provided by this Plan or by Order of the Court. The
Court may authorize the Debtor to examine, copy and produce the Debtor's books,
records and papers for the purposes of (i) determining all claims that have been
asserted against the Debtor, or the Debtor's estate; and (ii) carrying out and
giving effect to any and all provisions of the Plan and the Order Confirming
Plan; and the Court shall retain jurisdiction as provided in the Bankruptcy Code
until entry of the final decree discharging the Debtor in the reorganization
proceeding.
7.2 Prosecution and Defense of Claims. The Debtor shall retain full power after
Substantial Consummation to prosecute and defend any causes of action or
proceedings existing at Substantial Consummation by or against it, or resulting
from the administration of the estate of the Debtor or resulting from any other
claim by or against the Debtor or its assets, or arising prior to or existing
before Substantial Consummation, including collection of outstanding accounts
receivable. The Debtor may use the services of its attorney and accountants in
the prosecution or defense of such claims, and shall have full power, subject to
the approval of the Court, to employ, retain and replace special counsel to
represent it in the prosecution or defense of any action, and to discontinue,
compromise, or settle any action or proceeding, or adjust any claim.
ARTICLE VIII
Post-Confirmation Acts
8.1 The Debtor, and its agents, shall perform all acts necessary to complete and
consummate this Plan, to include:
1. Prosecution of all claims against third parties and claims challenges
filed against the Debtor by third parties;
2. Execution and filing of all legal documents required; and
3. Performing any and all functions required by the Code.
8.2 The Debtor will file its Application for Final Decree, Final Report and
Report of Substantial Consummation, as prescribed by the Order Confirming Plan.
ARTICLE IX
"Cram Down" For Impaired Creditors
Not Accepting the Plan
In respect to any class of creditors impaired but not accepting the
plan by the requisite majority in number and two-thirds in amount, the proponent
of this Plan requests the Court to find that the Plan does not discriminate
unfairly and is fair and equitable with respect to each class of claims or
interest that is impaired under the Plan and that the Court confirm the Plan
without such acceptances by the said impaired classes.
ARTICLE X
Discharge Of The Debtor
The entry of an Order Confirming Plan acts as a discharge of any and
all liabilities of the Debtor that are dischargeable under Section 1141 of the
Bankruptcy Code.
RESPECTFULLY SUBMITTED on this the 6th day of May, 2002, at Columbia,
South Carolina.
ROBINSON, BARTON, MCCARTHY
& CALLOWAY, P.A.
BY: /s/ G. William McCarthy, Jr.
---------------------------------------
G. William McCarthy, Jr.
District Court I.D. #2762
Nancy E. Johnson
District Court I.D. #6909
1715 Pickens Street
Post Office Box 12287
Columbia, South Carolina 29211
Tele:(803)256-6400
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1 As set forth in their projections attached as Exhibit B, Debtors' proposed
payments to this creditor are in excess of the total amount of the Proofs of
Claim filed. Debtors believe their tax debt may be in excess of the amount
claimed and that the Proofs of Claim do not reflect this higher amount because
such taxes have not been assessed. Debtors reserve the right to challenge any
additional proofs of claim by this creditor.
2 Monthly rental payments are subject to escalations and increases as
provided for by the lease.