Exhibit 10.75
GORDON & SILVER, LTD.
GERALD M. GORDON, ESQ.
Nevada Bar No. 0229
THOMAS H. FELL, ESQ.
Nevada Bar No. 3717
3960 Howard Hughes Parkway
Ninth Floor
Las Vegas, Nevada 89109
Tel: (702) 796-5555
Fax: (702) 369-2666
Attorneys for Debtors
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re Case No.: BK-S-99-11404-LBR
PIONEER FINANCE CORP., Chapter 11
a Nevada corporation,
Debtor.
___________________________________/
Case No.: BK-99-12854-LBR
In re Chapter 11
PIONEER HOTEL INC., (Jointly Administered)
a Nevada corporation,
Date: April 25, 2000
Debtor Time: 9:30 a.m.
___________________________________/
RESTATED FIFTH AMENDED PLAN OF REORGANIZATION
OF
PIONEER FINANCE CORP. AND PIONEER HOTEL INC.
TABLE OF CONTENTS
PAGE
----
Article I. INTRODUCTION.............................................. 7
Article II. DEFINITIONS............................................... 7
2.1 Administrative Claim...................................... 7
2.2 Administrative Claim Bar Date............................. 8
2.3 Administrative Tax Claim.................................. 8
2.4 Affiliate................................................. 8
2.5 Allowed Claim or Allowed Equity Interest.................. 8
2.6 Avoidance Actions......................................... 9
2.7 Bankruptcy Code........................................... 9
2.8 Bankruptcy Court.......................................... 9
2.9 Bankruptcy Rules.......................................... 10
2.10 Bar Date.................................................. 10
2.11 Business Day.............................................. 10
2.12 Cash...................................................... 10
2.13 Chapter 11 Professionals.................................. 10
2.14 Claims.................................................... 10
2.15 Class..................................................... 10
2.16 Class 6 Fund.............................................. 10
2.17 Collateral................................................ 11
2.18 Confirmation Date......................................... 11
2.19 Confirmation Hearing...................................... 11
2.20 Confirmation Order........................................ 11
2.21 Creditor.................................................. 11
2.22 Cure...................................................... 11
2.23 Debt...................................................... 11
2.24 Debtors................................................... 12
2.25 Debtors' Professionals.................................... 12
2.26 Disbursing Agent.......................................... 12
2.27 Disclosure Statement...................................... 12
2.28 Disposition............................................... 12
2.29 Disputed Claim or Disputed Interest....................... 12
2.30 Distribution Date......................................... 13
2.31 Effective Date............................................ 13
2.32 Effective Date Cash....................................... 14
2.33 Equity Interests.......................................... 14
2.34 Equity Securities......................................... 14
2.35 Estates................................................... 14
2.36 Executory Contract........................................ 14
2.37 Final Order............................................... 14
2.38 Gaming Authorities........................................ 14
2.39 Gaming Board.............................................. 14
2.40 Gaming Commission......................................... 14
2.41 General Unsecured Claim................................... 15
2.42 Insiders.................................................. 15
2.43 Lien...................................................... 15
2
2.44 Management Agreement...................................... 15
2.45 1988 Bonds................................................ 15
2.46 1988 Bonds Assignment..................................... 15
2.47 1988 Bonds Documents...................................... 15
2.48 1988 Bonds Indenture Trustee.............................. 15
2.49 1988 Bonds Trust Indenture................................ 15
2.50 1988 Bondholders.......................................... 15
2.51 1988 Bondholders Claims................................... 16
2.52 Notice and Hearing........................................ 16
2.53 Other Equity Interests.................................... 16
2.54 PFC....................................................... 16
2.55 PFC Common Stock.......................................... 16
2.56 PFC Equity Holders........................................ 16
2.57 PFC Equity Interests...................................... 16
2.58 PFC Petition Date......................................... 16
2.59 PHI....................................................... 16
2.60 PHI Common Stock.......................................... 16
2.61 PHI Deed of Trust......................................... 16
2.62 PHI Equity Holders........................................ 17
2.63 PHI Equity Interests...................................... 17
2.64 PHI Note.................................................. 17
2.65 PHI Petition Date......................................... 17
2.66 Person.................................................... 17
2.67 Petition Dates............................................ 17
2.68 Pioneer Ground Lease...................................... 17
2.69 Pioneer Hotel & Gambling Hall............................. 17
2.70 Plan...................................................... 18
2.71 Plan Supplement........................................... 18
2.72 Priority Tax Claim........................................ 18
2.73 Priority Unsecured Claim.................................. 18
2.74 Professional Fee Claims................................... 18
2.75 Professional Fees Bar Date................................ 18
2.76 Pro Rata or Pro Rata Share................................ 19
2.77 Record Date............................................... 19
2.78 Reorganization Cases...................................... 19
2.79 Reorganized Debtors....................................... 19
2.80 Reorganized PFC........................................... 19
2.81 Reorganized PFC Articles.................................. 19
2.82 Reorganized PFC By-laws................................... 19
2.83 Reorganized PHI........................................... 19
2.84 Reorganized PHI Articles.................................. 20
2.85 Reorganized PHI By-laws................................... 20
2.86 SFGC...................................................... 20
2.87 SFGC Group................................................ 20
2.88 SFGC Guarantee............................................ 20
2.89 SFGC Guarantee Collateral................................. 20
2.90 Secured Claim............................................. 20
2.91 Secured Creditors......................................... 20
2.92 Secured Tax Claim......................................... 20
2.93 Solicitation.............................................. 21
3
2.94 Trust Indenture Act....................................... 21
2.95 Unsecured Claim........................................... 21
2.96 Unsecured Creditor........................................ 21
2.97 Wet & Wild Sale........................................... 21
Article III. UNCLASSIFIED CLAIMS....................................... 21
3.1 Treatment of Administrative Claims........................ 21
3.2 Treatment of Priority Tax Claims.......................... 22
Article IV. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS............. 23
4.1 Class 1: Priority Unsecured Claims........................ 23
4.2 Class 2: Secured Tax Claims............................... 23
4.3 Class 3: Secured 1988 Bondholders Claims.................. 23
4.4 Class 4: Unsecured 1988 Bondholders Claims................ 23
4.5 Class 5: Other Secured Claims............................. 23
4.6 Class 6: General Unsecured Claims......................... 23
4.7 Class 7: PHI Equity Interests............................. 23
4.8 Class 8: PFC Equity Interests............................. 23
Article V. TREATMENT OF CLASSES OF CLAIMS AND EQUITY INTERESTS....... 24
5.1 Treatment of Class 1 (Priority Unsecured Claims).......... 24
5.2 Treatment of Class 2 (Secured Tax Claims)................. 24
5.3 Treatment of Class 3 (Secured 1988 Bondholders Claims..... 24
5.4 Treatment of Class 4 (Unsecured 1988 Bondholders Claims).. 25
5.5 Treatment of Class 5 (Other Secured Claims)............... 25
5.6 Treatment of Class 6 (General Unsecured Claims)........... 26
5.7 Treatment of Class 7 (PHI Equity Interests)............... 26
5.8 Treatment of Class 8 (PFC Equity Interests)............... 26
Article VI. MEANS FOR IMPLEMENTATION OF PLAN.......................... 26
6.1 Structure of Reorganized Debtors.......................... 26
(a) Reorganized PHI...................................... 26
(b) Reorganized PFC...................................... 26
(c) Other Equity Interests............................... 27
6.2 Directors................................................. 27
6.3 Funding of this Plan...................................... 27
6.4 Authority to Borrow....................................... 27
6.5 No Corporate Action Required.............................. 28
6.6 Filing of Corporate Documents............................. 28
6.7 1988 Bonds................................................ 28
(a) Distribution Agent................................... 28
(b) Certification of 1988 Bondholders Claims............. 29
(c) Surrender and Cancellation of 1988 Bonds............. 29
6.8 1988 Bonds Indenture Trustee.............................. 29
6.9 Retention of Liens and Guaranties......................... 29
6.10 Rights of Action.......................................... 30
Article VII. OBJECTIONS TO CLAIMS OR EQUITY INTERESTS.................. 31
7.1 Objections................................................ 31
7.2 Distributions............................................. 31
Article VIII. TREATMENT OF EXECUTORY CONTRACTS.......................... 32
8.1 Assumption and Rejection of Executory Contracts........... 32
8.2 Rejection Claims Bar Date................................. 32
8.3 Vesting................................................... 32
Article IX. DISCHARGE AND INJUNCTION.................................. 32
4
Article X. EFFECTIVE DATE............................................ 33
10.1 Regulatory Approvals...................................... 33
10.2 Confirmation Order........................................ 33
10.3 Effective Date Cash....................................... 33
10.4 Repayment of 1988 Bondholder Claims....................... 33
10.5 Default or Failure to Become Effective.................... 34
Article XI. MODIFICATIONS OF THE PLAN................................. 34
Article XII. OFFICIAL COMMITTEES....................................... 34
Article XIII. RETENTION OF JURISDICTION................................. 34
13.1 In General................................................ 34
13.2 Plan Disputes and Enforcement............................. 35
13.3 Further Orders............................................ 35
13.4 Other Actions............................................. 35
13.5 Final Decree.............................................. 36
13.6 Appeals................................................... 36
13.7 Executory Contracts....................................... 36
Article XIV.. GENERAL PROVISIONS........................................ 36
14.1 Additional Assurances..................................... 36
14.2 Extension of Payment Dates................................ 36
14.3 Vesting................................................... 36
14.4 Interest on Claims........................................ 36
14.5 Joint and Several Claims.................................. 37
14.6 No Admission of Joint Liability........................... 37
14.7 Exculpation and Limitation of Liability................... 37
14.8 Captions.................................................. 38
14.9 Payment of Statutory Fees................................. 38
14.10 Successors and Assigns.................................... 38
14.11 SFGC Group Participation.................................. 38
14.12 SFGC Group Obligations.................................... 39
14.13 Governing Law............................................. 40
14.14 Revocation................................................ 41
14.15 Reservation of Rights..................................... 41
14.16 Fractional Dollars........................................ 41
14.17 Unclaimed Property........................................ 41
14.18 Payment Option............................................ 41
14.19 Amendments................................................ 42
14.20 Notices................................................... 42
14.21 U.S. Trustee Fees......................................... 43
14.22 Post-Confirmation Reportings.............................. 44
5
EXHIBIT LIST
------------
EXHIBITS IN PLAN SUPPLEMENT
---------------------------
Exhibit "1" Second Amended and Restated Articles of Incorporation of
Pioneer Hotel Inc.
Exhibit "2" Amended and Restated By-laws of Pioneer Hotel Inc.
Exhibit "3" Amended and Restated Articles of Incorporation of
Pioneer Finance Corp.
Exhibit "4" Amended and Restated By-laws of Pioneer Finance Corp.
Exhibit "5" Management Agreement
Exhibit "6" Rejected Executory Contracts
6
ARTICLE I
---------
INTRODUCTION
------------
This Restated Fifth Amended Plan of Reorganization ("Plan") is proposed by
the Debtors and Debtors-In-Possession in the above captioned, jointly
administered Chapter 11 cases, specifically, PIONEER HOTEL INC., a Nevada
corporation ("PHI"), and PIONEER FINANCE CORP., a Nevada corporation ("PFC" and
together with PHI the "Debtors").
NO SOLICITATION MATERIALS OTHER THAN THE DISCLOSURE STATEMENT AND RELATED
MATERIALS TRANSMITTED THEREWITH AND APPROVED BY THE BANKRUPTCY COURT HAVE BEEN
AUTHORIZED BY THE BANKRUPTCY COURT FOR USE IN SOLICITING ACCEPTANCES OR
REJECTIONS OF THIS PLAN.
ARTICLE II
----------
DEFINITIONS
-----------
For purposes of this Plan, and except as expressly provided otherwise
herein or unless the context otherwise requires, all of the defined terms stated
in Article II of this Plan will have the meanings stated below. For purposes of
this Plan and such defined terms, the singular and plural uses of such defined
terms and the conjunctive and disjunctive uses thereof will be fungible and
interchangeable (unless the context otherwise requires) and the defined terms
will include masculine, feminine, and neuter genders. The defined terms stated
in Article II of this Plan also are substantive terms of this Plan; and such
terms as defined in this Article II will be deemed incorporated throughout the
remainder of this Plan to apply the substantive provisions included in the
defined terms. Accordingly, the defined terms are as follows:
2.1 Administrative Claim. This term will refer to and mean every
--------------------
cost or expense of administration of the Reorganization Cases
allowed under Sections 503(b), 507(b) or 546(c)(2) of the
Bankruptcy Code and entitled to priority under Section 507(a)(1)
of the Bankruptcy Code arising prior to the Effective Date,
including, without limitation: (a) fees payable pursuant to
Section 1930 of Title 28 of the United States Code; (b) the
actual and necessary costs and expenses incurred after
7
the Petition Dates of preserving, maintaining and operating the
Estates; (c) all Professional Fee Claims approved by the Bankruptcy
Court pursuant to interim and final allowances in accordance with
Sections 330, 331 and 503(b) of the Bankruptcy Code; (d) all fees and
charges assessed against the Estates under Chapter 123 of Title 28,
United States Code; (e) fees and costs associated with gaming
applications, investigations and waivers necessary to effectuate this
Plan for Debtors, SFGC and persons designated as officers, directors
and key employees of Debtors; and (f) to the extent that a Claim is
allowed as an Administrative Claim pursuant to Section 365(d)(3) of
the Bankruptcy Code.
2.2 Administrative Claim Bar Date. The date or dates established by the
-----------------------------
Bankruptcy Court for the filing of Administrative Claims.
2.3 Administrative Tax Claim. This term will refer to and mean every Claim
------------------------
of any state or local governmental unit for unpaid real property
taxes, unpaid personal property taxes, unpaid gaming taxes, or unpaid
sales taxes or leasing taxes, and every prorated portion thereof
arising on and after the Petition Dates until the Effective Date.
2.4 Affiliate. This term will refer to and mean with respect to any
---------
specified Person, any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such
Person and, with respect to any specified natural person, any other
Person having a relationship by blood, marriage or adoption not more
remote than first cousins with such natural Person. For purposes of
this definition, "control" (including with correlative meanings, the
terms "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership
of voting securities, by agreement or otherwise.
2.5 Allowed Claim or Allowed Equity Interest. This term will refer to and
----------------------------------------
mean with respect to and used in connection with a Claim or Equity
Interest, every
8
Claim or Equity Interest against either of the Debtors: (a) as to
which a proof of such Claim or Equity Interest has been filed within
the time fixed by the Bankruptcy Court or, if such Claim arises from a
Debtor's rejection of an Executory Contract, no later than the first
Business Day which is thirty (30) days after the Confirmation Date, or
(b) which the Debtors have scheduled in their respective schedules of
assets and liabilities (including any amendments thereto) filed with
the Bankruptcy Court as liquidated in amount and undisputed; and in
either event: (i) as to which no objection to the allowance of such
Claim or Equity Interest has been filed within any applicable time
period fixed by the Bankruptcy Court, or (ii) as to which the order
allowing such Claim or Equity Interest has become final and non-
appealable without any appeal, review, or other challenge of any kind
to that order having been taken or being still timely. The term
"Allowed Claim" and "Allowed Equity Interest" may be used throughout
this Plan with each of the various Claims or Equity Interests or
Classes of those Claims or Equity Interests (e.g., "Allowed
----
Administrative Claims" or "Allowed Class 1 Claims") to signify that
such Claims or Equity Interests are, will be, or must be Allowed
Claims or Allowed Equity Interests to qualify for certain treatment
under this Plan.
2.6 Avoidance Actions. This term refers to and means all actions preserved
-----------------
for the Estates as set forth in Sections 510, 542, 543, 544, 545, 547,
548, 549 and 550 of the Bankruptcy Code.
2.7 Bankruptcy Code. This term will refer to and mean Title 11 of the
---------------
United States Code, 11 U.S.C. (S)(S)101, et seq., as it may be amended
-- ---
from time to time during the Reorganization Cases.
2.8 Bankruptcy Court. This term will refer to and mean the United States
----------------
Bankruptcy Court for the District of Nevada (or such other court
conferred with jurisdiction over the Reorganization Cases) and, with
respect to any particular proceedings within or related to those
Reorganization Cases, any other
9
Bankruptcy Court (including the United States District Bankruptcy
Court for the District of Nevada) which may be exercising jurisdiction
over such proceeding.
2.9 Bankruptcy Rules. This term will refer to and mean the Federal Rules
----------------
of Bankruptcy Procedure, promulgated pursuant to 28 U.S.C. (S) 2075
and the Local Rules of Practice of the United States District
Bankruptcy Court, District of Nevada as applicable from time to time
during the Reorganization Cases.
2.10 Bar Date. The date or dates established by the Bankruptcy Court for
--------
the filing of proofs of Claims and Equity Interests for all holders of
Claims and Equity Interests except for the holders of Administrative
Claims and Professional Fee Claims.
2.11 Business Day. This term will refer to and mean any day except
------------
Saturday, Sunday, or a day on which commercial banks in Clark County,
Nevada are authorized or required by law to close.
2.12 Cash. This term will refer to and mean cash, cash equivalents, bank
----
deposits, and negotiable instruments payable on demand and supported
by collected funds.
2.13 Chapter 11 Professionals. This term will refer to and mean the
------------------------
Debtors' Professionals and other professionals which are or may be
employed with the Bankruptcy Court's approval at the expense of the
Estates, or any of them, pursuant to Sections 327(a) and (e), or
1103(a) of the Bankruptcy Code, wherever such professionals are
referred to collectively in this Plan.
2.14 Claims. This term will refer to and mean a "claim" as defined in
------
Section 101(5) of the Bankruptcy Code.
2.15 Class. This term will refer to and mean each of the classifications
-----
of Claims and Equity Interests, which are described in Article IV of
this Plan. Any subclass of a Class provided in this Plan will be
treated as a separate Class of this Plan for voting purposes.
2.16 Class 6 Fund. This term will refer to and mean the funds to be
------------
deposited by Reorganized PHI with the Disbursing Agent for the
exclusive benefit of holders
10
of Class 6 Claims for distribution pursuant to Section 5.6 of this
Plan.
2.17 Collateral. This term will refer to and mean any property or interest
----------
in property of the Estates of the Debtors subject to a Lien to secure
the payment or performance of a Claim, which Lien is not subject to
avoidance under the Bankruptcy Code or otherwise invalid under the
Bankruptcy Code or applicable state law.
2.18 Confirmation Date. This term will refer to and mean the date on which
-----------------
the Bankruptcy Court enters the Confirmation Order.
2.19 Confirmation Hearing. This term will refer to and mean the hearing
--------------------
held before the Bankruptcy Court pursuant to Section 1128 of the
Bankruptcy Code regarding confirmation of this Plan, as adjourned or
continued from time to time.
2.20 Confirmation Order. This term will refer to and mean the order
------------------
entered by the Bankruptcy Court confirming this Plan pursuant to
Section 1129 of the Bankruptcy Code.
2.21 Creditor. This term will refer to and mean any holder of a Claim
--------
whether or not such Claim is an Allowed Claim, encompassed within the
statutory definition set forth in Section 101(a)(10) of the Bankruptcy
Code.
2.22 Cure. The distribution on the Effective Date or as soon thereafter as
----
practicable of Cash, or such other property as may be agreed upon by
the parties or ordered by the Bankruptcy Court, with respect to the
assumption of an Executory Contract pursuant to Section 365(b) of the
Bankruptcy Code, in an amount equal to all unpaid monetary
obligations, without interest, or such other amount as may be agreed
upon by the parties, under such Executory Contract, to the extent such
obligations are enforceable under the Bankruptcy Code and applicable
non-bankruptcy law.
2.23 Debt. This term will refer to and mean any obligations for borrowed
-----
money, including, but not limited to, secured financing transactions
characterized as leases and guarantees of Debt, operating leases or
similar economic transactions.
11
2.24 Debtors. This term will collectively refer to and mean the Debtors
-------
and Debtors-In-Possession in these Reorganization Cases, specifically,
Pioneer Hotel Inc., a Nevada corporation, and Pioneer Finance Corp., a
Nevada corporation.
2.25 Debtors' Professionals'. This term will refer to and mean: (i) the
-----------------------
law firm of Gordon & Silver, Ltd., the Debtors' bankruptcy counsel;
(ii) accountants employed by the Debtors; (iii) valuation consultants,
advisors or experts employed by the Debtors; and (iv) any and all
other similar professionals which the Debtors have employed or may
employ to assist in the conduct of the Reorganization Cases or to
provide professional services for a specified purpose, all in
accordance with Sections 327(a) and 327(e) of the Bankruptcy Code.
2.26 Disbursing Agent. This term will refer to and mean Reorganized PHI in
----------------
its capacity as disbursing agent for the Class 6 Claims.
2.27 Disclosure Statement. This term will refer to and mean the written
--------------------
disclosure statement and any supplement thereto that relates to the
Debtors' Fifth Amended Plan, as approved by the Bankruptcy Court
pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rule
3017, as such disclosure statement may be amended, modified or
supplemented from time to time.
2.28 Disposition. This term will refer to and mean any sale, lease,
-----------
assignment, transfer, abandonment or other disposition, including any
of the foregoing that occurs upon liquidation, dissolution or winding
up; and the term "dispose" has a correlative meaning.
2.29 Disputed Claim or Disputed Interest. This term will refer to and mean
-----------------------------------
a Claim or Equity Interest which is: (i) subject to timely objection
interposed by the Debtors or any party in interest entitled to file
and prosecute such objection in the Reorganization Cases, if at such
time such objection remains unresolved; (ii) listed by the Debtors as
disputed, unliquidated or contingent in the Schedules; or (iii) if no
objection has been timely filed, a Claim or Equity Interest which has
been asserted in a timely filed proof of Claim or Equity Interest in
an amount
12
greater than or in a Class different than that listed by the Debtors
in the Schedules as liquidated in amount and not disputed or
contingent; provided, however, that the Bankruptcy Court may estimate
a disputed Claim for purposes of allowance pursuant to Section 502(c)
of the Bankruptcy Code. The term "Disputed", when used to modify a
reference in this Plan to any Claim or Equity Interest or Class of
Claims or Equity Interests shall mean a Claim or Equity Interest (or
any Claim or Equity Interest in such Class) that is a Disputed Claim
or Equity Interest. In the event there is a dispute as to
classification or priority of a Claim or Equity Interest, it shall be
considered a Disputed Claim or Equity Interest in its entirety. Until
such time as a contingent Claim becomes fixed and absolute, such Claim
shall be treated as a Disputed Claim and not an Allowed Claim for
purposes related to allocations and distributions under this Plan.
2.30 Distribution Date. This term will refer to and mean the date,
-----------------
occurring as soon as practicable after the Effective Date, upon which
distributions are made to holders of Allowed Claims or Allowed Equity
Interests under this Plan.
2.31 Effective Date. This term will refer to and mean the Business Day on
--------------
which all of the conditions set forth in Article X of this Plan have
been satisfied and in no event later than August 31, 2000. Except
where performance earlier than the Effective Date is expressly
required by this Plan or where it is lawful and expressly permitted by
this Plan to perform after the Effective Date, performance under this
Plan will be due on the Effective Date. The Debtors and Reorganized
Debtors reserve the right to render any or all of their performance
under this Plan prior to what otherwise would be the Effective Date if
they deem it appropriate to do so. This includes, but is not limited
to, the right to render performance under any circumstances which
would moot any appeal, review or other challenge of any kind to the
Confirmation Order if the Confirmation Order is not stayed pending
such appeal, review or other challenge.
13
2.32 Effective Date Cash. This term will refer to and mean all Cash held
-------------------
by Debtors less customer deposits and the minimum bankroll
requirements established by the Gaming Authorities and maintained
through the Reorganization Case, held by the Debtors on the Effective
Date.
2.33 Equity Interests. This term will refer to and mean the PHI Equity
----------------
Interests and the PFC Equity Interests.
2.34 Equity Securities. This term will refer to and mean (i) common
-----------------
stock, (ii) preferred stock, (iii) other equity interests, and (iv)
warrants, options, participations, or other agreements for the
issuance or delivery of common stock, preferred stock, or other equity
interests.
2.35 Estates. This term will refer to and mean the bankruptcy estates of
-------
the Debtors created in the Reorganization Cases pursuant to Section
541 of the Bankruptcy Code.
2.36 Executory Contract. This term will refer to and mean every unexpired
------------------
lease or other executory contract which is subject to being assumed or
rejected by either of the Debtors pursuant to Section 365 of the
Bankruptcy Code.
2.37 Final Order. This term will refer to and mean an order or judgment
-----------
which has not been reversed, stayed, modified or amended, or is no
longer subject to appeal, certiorari proceeding or other proceeding
for review or rehearing, or for which no appeal, certiorari
proceeding, or other proceeding for review or rehearing shall then be
pending.
2.38 Gaming Authorities. This term will refer to and mean the Gaming
------------------
Board, the Gaming Commission, the Clark County, Nevada Board of County
Commissioners and any other body that has gaming regulatory authority
over the Debtors.
2.39 Gaming Board. This term will refer to and mean the State of Nevada
------------
Gaming Control Board established pursuant to Nev. Rev. Stat.
(S)463.010, et seq., as amended.
-- ---
2.40 Gaming Commission. This term will refer to and mean the State of
-----------------
Nevada
14
Gaming Commission established pursuant to Nev. Rev. Stat (S) 463.010,
et seq., as amended.
2.41 General Unsecured Claim. This term will refer to and mean every
-----------------------
Unsecured Claim against the Debtors, or any of them, which is not a
Priority Tax Claim or a Priority Unsecured Claim.
2.42 Insiders. This term will have the same meaning as such term is
---------
defined in Section 101 of the Bankruptcy Code.
2.43 Lien. This term shall have the meaning set forth in Section 101(37)
----
of the Bankruptcy Code.
2.44 Management Agreement. This term will refer to and mean the management
--------------------
agreement executed by PHI and SFGC on December 30, 1998.
2.45 1988 Bonds. This term will refer to and mean the outstanding 13 1/2%
----------
Bonds due December 1, 1998 in the original cumulative principal amount
of $120,000,000 issued by PFC in December of 1988.
2.46 1988 Bonds Assignment. This term will refer to and mean the
---------------------
Assignment dated as of December 1, 1988, whereby PFC assigned to the
1988 Bonds Indenture Trustee the PHI Note, the PHI Deed of Trust and
other 1988 Bonds Documents.
2.47 1988 Bonds Documents. This term will refer to and mean the operative
--------------------
documents evidencing and relating to the 1988 Bonds, including,
without limitation, the SFGC Guarantee.
2.48 1988 Bonds Indenture Trustee. This term will refer to and mean IBJ
----------------------------
Whitehall Bank and Trust Company in its capacity as trustee under the
1988 Bonds Trust Indenture or any successor indenture trustee chosen
in accordance with the 1988 Bonds Trust Indenture prior to the
Effective Date.
2.49 1988 Bonds Trust Indenture. This term shall refer to and mean the
--------------------------
Trust Indenture dated as of December 1, 1988, and all amendments and
supplements thereto, with regard to the 1988 Bonds.
2.50 1988 Bondholders. This term will refer to and mean the holders of the
----------------
15
outstanding 1988 Bonds.
2.51 1988 Bondholders Claims. This term will refer to and mean all of the
-----------------------
Claims of the 1988 Bondholders with respect to the 1988 Bonds.
2.52 Notice and Hearing. This term shall have the same meaning as provided
------------------
for in Section 102(1) of the Bankruptcy Code.
2.53 Other Equity Interests. This term will refer to and mean all entities
----------------------
owned in full or part by PHI as of the Confirmation Date.
2.54 PFC. This term will refer to and mean Pioneer Finance Corp., a Nevada
---
corporation.
2.55 PFC Common Stock. This term will refer to and mean the issued and
----------------
outstanding shares of common stock in PFC, together with the rights of
any Person to purchase PFC Common Stock pursuant to any warrants,
options or other agreements.
2.56 PFC Equity Holders. This term will refer to and mean the holders of
------------------
the PFC Common Stock.
2.57 PFC Equity Interests. This term will refer to and mean all the
--------------------
rights, title and interests represented by the PFC Common Stock.
2.58 PFC Petition Date. This term will refer to and mean February 23,
-----------------
1999, the filing date of the PFC voluntary Chapter 11 petition
commencing its Reorganization Case.
2.59 PHI. This term will refer to and mean Pioneer Hotel Inc., a Nevada
---
corporation.
2.60 PHI Common Stock. This term will refer to and mean the issued and
----------------
outstanding shares of common stock in PHI, together with the rights of
any Person to purchase PHI Common Stock pursuant to any warrants,
options or agreements.
2.61 PHI Deed of Trust. This term will refer to and mean the deed of trust
-----------------
and security agreement dated December 1, 1988 executed by Pioneer
Operating Limited Partnership (predecessor-in-interest to PHI), as
trustor, in favor of PFC,
16
as beneficiary, and Security Pacific National Bank, as trustee, to
secure the PHI Note, which PHI Deed of Trust was assigned to the 1988
Bonds Indenture Trustee by the 1988 Bonds Assignment. The PHI Deed of
Trust is a Lien on the Pioneer Hotel & Gambling Hall.
2.62 PHI Equity Holders. This term will refer to and mean the holders of
------------------
the PHI Common Stock.
2.63 PHI Equity Interests. This term will refer to and mean all the
--------------------
rights, title and interests represented by the PHI Common Stock.
2.64 PHI Note. This term will refer to and mean the promissory note in the
--------
original principal amount of $120,000,000 issued by PHI to PFC on
December 1, 1988, and assigned to the 1988 Bonds Indenture Trustee by
the 1988 Bonds Assignment.
2.65 PHI Petition Date. This term will refer to and mean April 12, 1999,
-----------------
the filing date of the PHI voluntary Chapter 11 petition commencing
its Reorganization Case.
2.66 Person. This term will refer to and mean "person" as defined in
------
Section 101(41) of the Bankruptcy Code.
2.67 Petition Dates. This term will refer to and mean collectively the PFC
--------------
Petition Date and PHI Petition Date.
2.68 Pioneer Ground Lease. This term will refer to and mean that real
--------------------
property lease with PHI as lessee for a portion of the ground
underlying the Pioneer Hotel & Gambling Hall scheduled to terminate in
December, 2078.
2.69 Pioneer Hotel & Gambling Hall. This term will refer to and mean the
-----------------------------
real property, improvements, and personal property, which comprise the
hotel, casino and related facilities located in Laughlin, Nevada,
commonly known as the Pioneer Hotel & Gambling Hall. The Pioneer Hotel
& Gambling Hall is owned and operated by PHI.
17
2.70 Plan. This term will refer to and mean this Restated Fifth Amended
----
Plan of Reorganization, in its present form or as it may be amended,
supplemented or modified from time to time, including all exhibits
and schedules annexed hereto or referenced herein and the Plan
Supplement.
2.71 Plan Supplement. This term will refer to and mean the supplement
---------------
accompanying this Plan which contains all of the exhibits to this
Plan, as such exhibits may be amended, supplemented or modified. By
this reference, the Plan Supplement is incorporated into, and is made
a part of, this Plan.
2.72 Priority Tax Claim. This term will refer to and mean every pre-
------------------
petition Claim, other than Secured Tax Claims, entitled to priority
under Sections 502(i) and 507(a)(8) of the Bankruptcy Code.
2.73 Priority Unsecured Claim. This term will refer to and mean every
------------------------
Unsecured Claim or portion thereof which is not a Priority Tax Claim
and which is entitled to priority pursuant to Sections 507(a)(2)
through (a)(7) and 507(a)(9) of the Bankruptcy Code.
2.74 Professional Fee Claims. This term will refer to and mean
-----------------------
Administrative Claims for compensation and reimbursement submitted
pursuant to Sections 330, 331 or 503(b) of the Bankruptcy Code of
Persons; (i) employed pursuant to an order of the Bankruptcy Court
under Sections 327 or 1103 of the Bankruptcy Code; or (ii) for whom
compensation and reimbursement has been allowed by the Bankruptcy
Court pursuant to Section 503(b) of the Bankruptcy Code.
2.75 Professional Fees Bar Date. This term will refer to and mean the
--------------------------
date, as set by order of the Bankruptcy Court, on or before which
final applications for compensation or expense reimbursement,
including Professional Fee Claims payable pursuant to Section 503(b)
of the Bankruptcy Code, must be filed with the Bankruptcy Court and
served on PHI and PFC or Reorganized PHI and Reorganized PFC, as the
case may be, and their counsel.
18
2.76 Pro Rata or Pro Rata Share. This term will refer to and mean the
--------------------------
proportion that an Allowed Claim or Allowed Equity Interest in a
particular Class bears to the aggregate amount of all Allowed Claims
or Allowed Equity Interests in such Class.
2.77 Record Date. This term will refer to and mean, for purposes of
-----------
voting, the date set forth by the Bankruptcy Court in the order
approving the Disclosure Statement and, for purposes of distribution,
the Effective Date.
2.78 Reorganization Cases. This term will refer to and mean the Debtors'
--------------------
cases under Chapter 11 of the Bankruptcy Code, which were commenced
by the Debtors' filing of their respective voluntary Chapter 11
petitions on the Petition Dates.
2.79 Reorganized Debtors. This term will refer to and mean the Debtors as
-------------------
reorganized from and after the Effective Date. Unless otherwise
expressly stated or the context otherwise requires, alternative
references to the Debtors or Reorganized Debtors, or any of them,
throughout various provisions of this Plan are intended to anticipate
whether an event may occur before or after the Effective Date.
However, this reference shall not be construed or interpreted as
substantively consolidating either Debtor with the other or
establishing one Debtor as liable for the Claims of the other Debtor.
2.80 Reorganized PFC. This term will refer to PFC as reorganized from and
---------------
after the Effective Date, one of the Reorganized Debtors.
2.81 Reorganized PFC Articles. This term will refer to and mean the
------------------------
Amended and Restated Articles of Incorporation of PFC, substantially
in the form of Exhibit "3" to the Plan Supplement.
2.82 Reorganized PFC By-laws. This term will refer to and mean the Amended
-----------------------
and Restated By-laws of Pioneer Finance Corp., substantially in the
form of Exhibit "4" to the Plan Supplement.
2.83 Reorganized PHI. This term will refer to PHI as reorganized from and
---------------
after the
19
Effective Date, one of the Reorganized Debtors.
2.84 Reorganized PHI Articles. This term will refer to and mean the Second
------------------------
Amended and Restated Articles of Incorporation of PHI, substantially
in the form of Exhibit "1" to the Plan Supplement.
2.85 Reorganized PHI By-laws. This term will refer to and mean the Amended
-----------------------
and Restated By-laws of PHI, substantially in the form of Exhibit "2"
to the Plan Supplement.
2.86 SFGC. This term will refer to and mean Santa Fe Gaming Corporation, a
----
Nevada corporation.
2.87 SFGC Group. This term will refer to and mean SFGC, Santa Fe Hotel
----------
Inc., Sahara Las Vegas Corp. and Sahara Resorts.
2.88 SFGC Guarantee. This term will refer to and mean those certain
--------------
guarantees executed by SFGC in favor of the 1988 Bondholders to
guarantee the 1988 Bonds as set forth both in the 1988 Bonds and the
1988 Bonds Trust Indenture.
2.89 SFGC Guarantee Collateral. This term will refer to and mean the
-------------------------
security for the SFGC Guarantee as set forth in the 1988 Bonds Trust
Indenture.
2.90 Secured Claim. This term will refer to and mean the portion of any
-------------
Claim determined pursuant to Section 506(a) or by election of Section
1111(b) of the Bankruptcy Code as of the Confirmation Date, which is
secured by a valid and perfected Lien on Collateral, express or
implied, arising by contract, operation of law, or otherwise.
2.91 Secured Creditors. This term will refer to and mean each holder of a
-----------------
Secured Claim in the Reorganization Cases.
2.92 Secured Tax Claim. This term will refer to and mean every Claim of
-----------------
any state and local governmental unit which is secured by property of
the Estates by operation of applicable nonbankruptcy laws, including,
but not limited to, Claims for unpaid real property taxes, unpaid
personal property taxes or unpaid sales taxes.
20
2.93 Solicitation. This term will refer to and mean The Offering Circular
------------
and Consent Solicitation Statement Dated October 23, 1998 and
Supplement Dated November 14, 1998 or Offering Circular and Consent
Solicitation Statement Dated October 23, 1988 of PFC.
2.94 Trust Indenture Act. This term will refer to and mean the Trust
-------------------
Indenture Act of 1939, as amended.
2.95 Unsecured Claim. This term will refer to and mean every Claim, or
---------------
portion thereof, against any of the Debtors regardless of the
priority of such Claim, which is not an Administrative Claim,
Priority Tax Claim, Secured Claim or Secured Tax Claim.
2.96 Unsecured Creditor. This term will refer to and mean every Creditor
------------------
holding an Unsecured Claim in the Reorganization Cases.
2.97 Wet & Wild Sale. This terms shall refer to and mean a disposition of
---------------
the of the property generally located at 2601 Las Vegas Boulevard
South, Las Vegas, Nevada, commonly known as the "Wet & Wild
Property", by SLVC by means of an arms length transaction for a price
which (i) is all cash; (ii) is sufficient to pay all existing liens
and charges on the Wet & Wild Property ("Wet & Wild Liens"); (iii)
all amounts in excess of amounts necessary to satisfy the Wet & Wild
Liens, if any, have actually been pledged, assigned and paid to the
1988 Bonds Indenture Trustee; and (iv) all remaining assets of SLVC
have been pledged and assigned to the 1988 Bond Indenture Trustee and
such loan and security documents evidencing such pledge and
assignment are in a form and content reasonably acceptable to the
1988 Bonds Indenture Trustee.
ARTICLE III
-----------
UNCLASSIFIED CLAIMS
-------------------
3.1 Treatment of Administrative Claims. Every Creditor holding an
----------------------------------
Administrative Claim will be paid by the Reorganized Debtor obligated
on that Claim: (a) fully and in Cash on the Effective Date if the
Claim is then an Allowed
21
Claim; (b) fully and in Cash (including any interest allowed by the
Bankruptcy Court) when and if the Claim becomes an Allowed Claim
after the Effective Date; or (c) as otherwise agreed in writing by
the Creditor holding the Allowed Claim and the Debtor or ordered by
the Bankruptcy Court. Every Allowed Administrative Claim for a post-
petition operating expense incurred in the ordinary course of the
Debtors' operations will be paid fully and in Cash by the Reorganized
Debtor obligated on that Claim in the ordinary course of business
(including any payment terms applicable to any such expense). Each
Reorganized Debtor will remain obligated on the Allowed
Administrative Claims owed by the corresponding Debtor (e.g.,
----
Reorganized PHI will remain obligated on Allowed Administrative
Claims owed by PHI).
----
3.2 Treatment of Priority Tax Claims. Every Creditor holding a Priority
--------------------------------
Tax Claim, as and when it is an Allowed Claim, will be paid by the
Reorganized Debtor obligated on that Claim at the election of the
Reorganized Debtor obligated on the Claim: (a) in full and in Cash on
the later of the Effective Date or the date upon which such Claim
becomes an Allowed Claim; or (b) in equal quarterly installments of
principal and interest over a period commencing at the end of the
first calendar quarter after the Effective Date, and continuing at
the end of each calendar quarter thereafter until the date that is
six years after the assessment date with respect to such Claim, with
interest fixed at a rate per annum equal to the rate provided for by
Internal Revenue Code Sections 6621 and 6622, in effect on the
Effective Date. Each such Allowed Claim shall include all pre-
petition and post-petition statutory interest and pre-petition
statutory penalties. Each Reorganized Debtor will remain solely
obligated on the Allowed Priority Tax Claims owed by the
corresponding Debtor (e.g., Reorganized PHI will remain solely
----
obligated on Allowed Priority Tax Claims owed by PHI).
22
ARTICLE IV
----------
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
---------------------------------------------
All Claims and the Equity Interests are classified under this Plan as
hereafter stated in this Article IV. As of the Confirmation Hearing, any Class
of Claims which does not contain any unpaid Claims will be deemed automatically
deleted from this Plan. Any Class of Claims which does not contain an impaired
Allowed Claim (or a Claim temporarily or provisionally allowed by the Bankruptcy
Court for voting purposes) will not be entitled to vote on confirmation of this
Plan.
4.1 Class 1: Priority Unsecured Claims. Class 1 will consist of all
----------------------------------
Priority Unsecured Claims.
4.2 Class 2: Secured Tax Claims. Class 2 will consist of all Secured Tax
---------------------------
Claims. Each Secured Tax Claim shall be deemed a separate subclass of
Class 2 for all purposes under this Plan.
4.3 Class 3: Secured 1988 Bondholders Claims. Class 3 will consist of the
----------------------------------------
Secured Claim portion of all of the 1988 Bondholders Claims.
4.4 Class 4: Unsecured 1988 Bondholders Claims. Class 4 shall consist of
------------------------------------------
the Unsecured Claim portion of the 1988 Bondholders Claims.
4.5 Class 5: Other Secured Claims. Class 5 will consist of all Secured
-----------------------------
Claims, if any, other than Secured Claims in Class 2, Class 3, and
Class 4. Each Other Secured Claim, if any, shall be deemed a separate
subclass of Class 5 for all purposes under this Plan.
4.6 Class 6: General Unsecured Claims. Class 6 shall consist of all
---------------------------------
General Unsecured Claims.
4.7 Class 7: PHI Equity Interests. Class 7 shall consist of all the PHI
-----------------------------
Equity Interests held by PHI Equity Holders.
4.8 Class 8: PFC Equity Interests. Class 8 shall consist of all of the PFC
-----------------------------
Equity Interests held by PFC Equity Holders.
23
ARTICLE V
---------
TREATMENT OF CLASSES OF CLAIMS AND EQUITY INTERESTS
---------------------------------------------------
5.1 Treatment of Class 1 (Priority Unsecured Claims). Each holder of a
------------------------------------------------
Priority Unsecured Claim will be paid by the Reorganized Debtor
obligated on the Claim: (a) fully and in Cash on the Effective Date if
the Claim is then an Allowed Claim; (b) fully and in Cash (including
any interest allowed by the Bankruptcy Code) when and if the Claim
becomes an Allowed Claim after the Effective Date; or (c) as otherwise
agreed in writing by the Creditor holding the Allowed Claim and the
Debtor or as ordered by the Bankruptcy Court. Each Reorganized Debtor
will remain solely obligated on the Allowed Priority Unsecured Claims
owed by the corresponding Debtor (e.g., Reorganized PHI will remain
----
solely obligated on Allowed Priority Unsecured Claims owed by PHI).
Class 1 Claims are unimpaired pursuant to this Plan and Section 1124
of the Bankruptcy Code.
5.2 Treatment of Class 2 (Secured Tax Claims). With respect to Class 2 and
-----------------------------------------
each subclass thereof, each Creditor holding a Class 2 Secured Tax
Claim, as and when it is an Allowed Secured Claim, will be paid by the
Reorganized Debtor obligated on such Claim: (a) in full and in Cash on
the later of the Effective Date or the date upon which such Claim
becomes an Allowed Claim; or, (b) at the election of the Reorganized
Debtor obligated on that Claim, in full in the ordinary course of
business and in accordance with the, customary procedures for the
payment of such Claim, with the Creditor retaining its existing liens
and security interests on its collateral as security for its Allowed
Secured Tax Claim. Each Reorganized Debtor will remain solely
obligated on the Allowed Secured Tax Claims owed by the corresponding
Debtor (e.g., Reorganized PHI will remain solely obligated on Allowed
Secured Tax Claims owed by PHI). Class 2 Claims are unimpaired
pursuant to this Plan and Section 1124 of the Bankruptcy Code.
5.3 Treatment of Class 3 (Secured 1988 Bondholders Claims). The Debtors
------------------------------------------------------
acknowledge and agree that the PHI Note and PHI Deed of Trust and
related loan
24
and security documents are valid, perfected and enforceable
obligations of the Debtors, including the amount, perfection,
priority, validity and enforceability of such liens and security
interests in accordance with 1988 Bonds Documents. The Allowed Secured
Claim portion of 1988 Bondholders Claims together with the Unsecured
Claims portion of 1988 Bondholders Claims treated in Class 4, as
determined by the Debtors and the 1988 Bonds Indenture Trustee, are in
the approximate amount of $54,200,000.00, plus accrued and unpaid
interest thereon (approximately $9,800,000.00 as of March 31st, 2000),
together with recoverable costs and expenses as provided under the
1988 Bonds Documents. On the Effective Date or as soon as practical
thereafter, each 1988 Bondholder as of the Record Date will receive
Cash in the full amount of such Allowed Secured Claim. Class 3 Claims
are unimpaired pursuant to this Plan and Section 1124 of the
Bankruptcy Code.
5.4 Treatment of Class 4 (Unsecured 1988 Bondholders Claims). The Allowed
--------------------------------------------------------
Unsecured Claim portion of 1988 Bondholders Claims together with the
Secured Claims portion of 1988 Bondholders Claims treated in Class 3,
as determined by the Debtors and the 1988 Bonds Indenture Trustee, are
in the approximate amount of $54,200,000.00 plus accrued and unpaid
interest thereon (approximately $9,800,000.00 as of March 31st, 2000),
together with recoverable costs and expenses as provided under the
1988 Bonds Documents. On the Effective Date, or as soon as practical
thereafter, each 1988 Bondholder as of the Record Date will receive
Cash in the full amount of such Allowed Unsecured Claim. Class 4
Claims are unimpaired pursuant to this Plan and Section 1124 of the
Bankruptcy Code.
5.5 Treatment of Class 5 (Other Secured Claims). The holder of every
-------------------------------------------
Allowed Secured Claim in Class 5 (or any subclass thereof) will
receive on the later of the Effective Date or the date upon which such
Claim becomes an Allowed Secured Claim, at the option of the
Reorganized Debtor obligated on that Secured Claim:
25
(i) Cash in the full amount of such Allowed Secured Claim; (ii)
reinstatement of the underlying obligation or instrument or other
treatment in accordance with Section 1124 of the Bankruptcy Code, with
the holder retaining its existing Liens on its Collateral; or (iii)
abandonment to such Creditor of all of the Collateral for its Lien.
Each Reorganized Debtor will remain solely obligated on the Allowed
Class 5 Other Secured Claims owed by the corresponding Debtor. Class 5
Claims are unimpaired pursuant to this Plan and Section 1124 of the
Bankruptcy Code.
5.6 Treatment of Class 6 (General Unsecured Claims). On the Effective
-----------------------------------------------
Date, Reorganized PHI shall segregate in a separate depository account
as Disbursing Agent Cash equal to the amount of Allowed General
Unsecured Claims. The holders of Allowed General Unsecured Claims will
be paid their Allowed General Unsecured Claims in full by the
Disbursing Agent as soon as practicable after the Effective Date.
Interest at the appropriate Nevada statutory rate will be paid on
Class 6 Claims through the Effective Date. Class 6 Claims are
unimpaired pursuant to this Plan and Section 1124 of the Bankruptcy
Code.
5.7 Treatment of Class 7 (PHI Equity Interests). Following the Effective
-------------------------------------------
Date SFGC will retain its ownership of the PHI Common Stock.
5.8 Treatment of Class 8 (PFC Equity Interests). Following the Effective
-------------------------------------------
Date SFGC will retain its ownership of the PFC Common Stock.
ARTICLE VI
----------
MEANS FOR IMPLEMENTATION OF PLAN
--------------------------------
6.1 Structure of Reorganized Debtors. Following the Effective Date,
--------------------------------
Reorganized PHI and Reorganized PFC will continue to exist as separate
entities.
(a) Reorganized PHI. Reorganized PHI will remain a Nevada corporation.
---------------
From and after the Effective Date, the Reorganized PHI Articles and
Reorganized PHI By-laws will be in effect.
(b) Reorganized PFC. Reorganized PFC shall continue as a Nevada
---------------
corporation.
26
From and after the Effective Date, the Reorganized PFC Articles and
Reorganized PFC By-laws will be in effect.
(c) Other Equity Interests. Reorganized PHI will retain all Other Equity
----------------------
Interests.
6.2 Directors. The existing directors of Reorganized Debtors, should they
---------
choose to do so, will continue to serve as directors from and after
the Effective Date in accordance with applicable articles and by-laws.
All directors of Reorganized Debtors will be compensated at the
compensation level for outside directors as it existed on the Petition
Dates so long as each director continues to serve as a director,
subject to modification after the Effective Date as provided for by
applicable articles of incorporation and by-laws.
6.3 Funding of this Plan. Payments due under this Plan on the Effective
--------------------
Date will be funded from Effective Date Cash. The funds necessary to
insure continuing performance under this Plan after the Effective Date
will come from excess Effective Date Cash and the global refinancing
by Debtors and Debtors' Affiliates through General Electric Capital
Corporation, as structuring and arranging agent for a $197.5 million
refinancing facility for SFGC (or such other refinancing procured by
Debtors at their discretion). In the sole discretion of Reorganized
PHI, and subject to the Management Agreement and any applicable credit
facility document, Reorganized Debtors will be entitled to transfer
funds among themselves as necessary to enable the Reorganized Debtors
to conduct their business operations after the Effective Date and
satisfy their obligations under this Plan.
6.4 Authority to Borrow. From and after the Confirmation Date and subject
-------------------
to Sections 6.10 and 14.12 below, Reorganized Debtors shall be
authorized to (a) negotiate and enter into such agreements to
accomplish the refinancing to fund this Plan as set forth in section
6.3 above, and (b) grant Liens on all their real and personal property
as may be necessary to secure such refinancing, provided the
27
granting of such Liens are concurrent with or after payment in full of
Class 3 Claims and Class 4 Claims and release of the liens securing
the obligations under the 1988 Bonds Indenture. No further approvals
for the refinancing and granting of Liens authorized herein will be
required.
6.5 No Corporate Action Required. As of the Effective Date: (i) the
----------------------------
adoption of the Reorganized PHI Articles, Reorganized PFC Articles,
Reorganized PHI By-laws and Reorganized PFC By-laws; (ii) the
selection of Directors and Officers for Reorganized PFC and
Reorganized PHI; (iii) the adoption, execution, timely delivery and
implementation of all contracts, leases, instruments, releases and
other agreements related to or contemplated by this Plan; and (iv) the
other matters provided for under or in furtherance of this Plan
involving corporate acts to be taken by or required of the Debtors,
Reorganized PFC or Reorganized PHI, shall be deemed to have occurred
and be effective as provided herein, and shall be authorized and
approved in all respects without further order of the Bankruptcy Court
or any requirement of further action by the stockholders or directors
of the Debtors, Reorganized PFC or Reorganized PHI. As of the
Effective Date, the term of each of the officers and directors of the
Debtors not continuing in office, if any, shall terminate pursuant to
the confirmation order without further action by the stockholders or
directors of the Debtors, Reorganized PFC or Reorganized PHI.
6.6 Filing of Corporate Documents. On or after the Effective Date, the
-----------------------------
Reorganized PHI Articles and Reorganized PFC Articles shall be filed
with the Nevada Secretary of State .
6.7 1988 Bonds.
----------
(a) Distribution Agent. The 1988 Bonds Indenture Trustee shall act as
------------------
the disbursing agent for the purpose of exchanging the 1988 Bonds for
Cash on or after the Effective Date. Reorganized PFC shall pay all
reasonable fees and expenses of the 1988 Bonds Indenture Trustee in
acting as disbursing agent as and
28
when such fees and expenses become due and payable without further
order of the Bankruptcy Court .
(b) Certification of 1988 Bondholders Claims. The 1988 Bonds Indenture
----------------------------------------
Trustee shall certify to PFC a list of the registered 1988 Bondholders
as of each Record Date for each of the 1988 Bonds designating the
name, address, taxpayer identification number (if known), certificate
number, and the amount of unpaid principal of the 1988 Bonds for each
holder. The unpaid principal designated shall be the amount
outstanding as of the Record Date. All distributions on the Effective
Date on account of 1988 Bondholders Claims shall be made to the
registered 1988 Bondholders as of the Record Date as set forth on the
list certified to PFC by the 1988 Bonds Indenture Trustee .
(c) Surrender and Cancellation of 1988 Bonds. As a condition to receiving
----------------------------------------
the distributions contemplated herein, each 1988 Bondholder shall
surrender its 1988 Bonds to the 1988 Bonds Indenture Trustee as the
disbursing agent. Upon surrender of the 1988 Bonds, 1988 Bondholders
will receive for the 1988 Bonds (without regard to that portion of the
1998 Bonds included in Class 3 and that portion included in Class 4)
Cash equal to the amount of their Allowed Claim.
6.8 1988 Bonds Indenture Trustee. No later than 30 days following the
----------------------------
Confirmation Date, the 1988 Bonds Indenture Trustee shall file with
the Bankruptcy Court an application seeking compensation for all of
its accrued and unpaid 1988 Bonds Indenture Trustee fees and expenses.
Reorganized PHI shall pay all such 1988 Bonds Indenture Trustee fees
and expenses, in Cash, upon the entry of a Final Order of the
Bankruptcy Court approving such application.
6.9 Retention of Liens and Guaranties. Until such time as the Allowed
---------------------------------
Claims of 1988 Bondholders in Class 3 and Class 4 are paid pursuant to
the terms hereof, the PHI Note will continue to be secured by all
Liens in the Collateral that secures the PHI Note and the SFGC
Guarantee shall continue to be secured by all Liens that currently
secure performance of the SFGC Guarantee, and the 1988
29
Bondholders shall be entitled to pursue all rights and remedies
pursuant to the 1988 Bonds Documents and applicable nonbankruptcy law
on the earlier of a default under this Plan or September 1, 2000.
6.10 Rights of Action. 1988 Bondholders shall retain all of the legal,
----------------
equitable and contractual rights to which they are entitled under the
1988 Bonds Documents and applicable law. In the event that the Allowed
Claims of the 1988 Bondholders and the 1988 Bonds Indenture Trustee are
not paid in full on or before August 31, 2000, or another default as
provided for in this Plan, notwithstanding a default under this Plan or
the failure of this Plan to become effective, the 1988 Bondholders and
the 1988 Bonds Indenture Trustee shall have a presently effective
relief from the automatic stay in the Reorganization Cases without the
need of further Court order, to enforce any and all of their respective
rights and remedies under the 1988 Bonds Documents and applicable law
and; (b) Debtors and the SFGC Group shall be deemed to have waived the
rights to: (i) contest the appointment of a Chapter 11 Trustee or
examiner for the Debtors; (ii) contest the conversion of the Debtors'
Chapter 11 cases to chapter 7 proceedings; and (iii) contest the
appointment of a receiver or liquidating agent for the Debtors under
applicable state law. Debtors and the SFGC Group waive any rights they
may otherwise have to prevent enforcement of the rights set forth above
in this Section, whether under 11 U.S.C. (S)105(a), Federal Rules of
Bankruptcy Procedure 7065, and any other law or equitable principal,
provided however, that SFGC shall not be deemed to have waived or
----------------
released and shall retain any and all rights and defenses it may have
with respect to the SFGC Guarantee; and (iv) the Debtors and the SFGC
Group shall be deemed to have waived the right to cause or seek the
conversion of the pending Chapter 11 cases to a liquidation proceeding
under Chapter 7 of the Bankruptcy Code.
30
ARTICLE VII
------------
OBJECTIONS TO CLAIMS OR EQUITY INTERESTS
----------------------------------------
7.1 Objections. Any objections to Claims or Equity Interests by the
----------
Debtors or Reorganized Debtors or any other Person entitled to file
and objection under the Bankruptcy Code and Bankruptcy Rules must be
filed with the Bankruptcy Court and served no later than 60 days
following the Effective Date. Any objection to a Claim or Equity
Interest must be served both upon the holder of the Claim to which the
objection has been made and upon the Debtors or Reorganized Debtors as
appropriate.
7.2 Distributions. In order to permit timely distributions to holders of
-------------
Allowed General Unsecured Claims in Class 6, to the extent there are
Disputed Claims in such Class, Reorganized PHI shall retain in the
Disbursing Agent depository account the payments or distributions
applicable to such Disputed Claims as if such Disputed Claims were
Allowed Claims, pending the allowance or disallowance of such Disputed
Claims. In the event that Reorganized PHI wishes to deposit or hold a
lesser amount than required herein and is unable to reach an agreement
with the Claimant on the amount to be deposited or held, the
Bankruptcy Court shall fix the amount after notice and hearing. Upon
Final Order of the Bankruptcy Court with respect to a Disputed Claim:
(a) If any part of the Disputed Claim has been allowed as a Claim, the
Claimant shall receive from the appropriate Reorganized Debtor that
payment or distribution to which it had been entitled if the part of
the Claim so allowed had been allowed as of the Effective Date. Such
payment or distribution shall be made as soon as practicable after the
order allowing the Claim has become a Final Order; and
(b) The balance of the amount held in the designated reserve account
after payment under Section 7.2(a), applicable to a previously
Disputed Claim in Class
31
6 that has been disallowed in whole or in part, shall be returned to
Reorganized PHI.
ARTICLE VIII
------------
TREATMENT OF EXECUTORY CONTRACTS
--------------------------------
8.1 Assumption and Rejection of Executory Contracts. Those Executory
-----------------------------------------------
Contracts listed in Exhibit "6" to the Plan Supplement will be deemed
rejected on the Effective Date pursuant to Section 365 of the
Bankruptcy Code. Any Executory Contract that is not expressly rejected
pursuant to this Plan or which has not been otherwise rejected by the
Debtors in the Reorganization Cases will be deemed assumed on the
Effective Date.
8.2 Rejection Claims Bar Date. Every Claim asserted by a Creditor arising
-------------------------
from the rejection of an Executory Contract must be filed with the
Bankruptcy Court no later than the first Business Day which is thirty
(30) days after the entry of a Final Order rejecting such Executory
Contract. Every such Claim which is timely filed, as and when it
becomes an Allowed Claim, will be treated under the appropriate Class
of this Plan. Every such Claim which is not timely filed by the
deadline stated above will be barred and discharged and the Creditor
holding the Claim will not receive or be entitled to any distribution
under this Plan on account of such Claim.
8.3 Vesting. Each assumed Executory Contract will be vested in the
-------
appropriate Reorganized Debtor as of the Effective Date.
ARTICLE IX
----------
DISCHARGE AND INJUNCTION
------------------------
Except as otherwise provided in the Confirmation Order or this Plan, on the
Effective Date all Claims against and Equity Interests in the Debtors and each
of them, including, but not limited to, any Claim or Equity Interest which arose
at any time before the entry of the Confirmation Order and any Claim of a kind
described in Section 502(g), (h) or (i) of the Bankruptcy Code shall be
discharged. On and after the Effective Date, and as to every
32
discharged Claimand Equity Interest, every holder of a Claim will be enjoined
and precluded from asserting against (and every holder of an Equity Interest
will be precluded from asserting in) the Debtors and/or Reorganized Debtors, and
any assets of the Debtors and/or Reorganized Debtors, any such discharged Claim
or Equity Interest and any rights, remedies, demands, damages, or liabilities of
any kind arising from or related to any such discharged Claim or Equity
Interest.
ARTICLE X
---------
EFFECTIVE DATE
--------------
This Plan shall not become effective unless and until the following
conditions have been satisfied; the date on which all such conditions have been
satisfied shall be the Effective Date.
10.1 Regulatory Approvals. All regulatory and other approvals required by
--------------------
the State of Nevada and County of Clark (including all necessary
approvals of the Gaming Authorities) and any other governmental
agencies of the transactions contemplated by this Plan have been
obtained.
10.2 Confirmation Order. The Confirmation Order shall have been entered by
------------------
the Bankruptcy Court after compliance with Bankruptcy Rule 9021,
including submission to the 1988 Bonds Indenture Trustee, more than
ten (10) days shall have elapsed since the Confirmation Date, no stay
of the Confirmation Order shall be in effect and the Confirmation
Order shall not have been reversed, modified or vacated.
10.3 Effective Date Cash. There is sufficient Effective Date Cash to make
-------------------
the payments required to be made on the Effective Date, including,
without limitation, payments to be made under this Plan, utility
deposits and any additional reserves or deposits required by the
Gaming Authorities and Cash to operate the Pioneer Hotel and Gambling
Hall.
10.4 Repayment of 1988 Bondholder Claims. The Debtors shall deposit with
-----------------------------------
the 1988 Bonds Indenture Trustee cash in the amount of the Allowed
1988 Bondholders Claims.
33
10.5 Default or Failure to Become Effective. After the occurrence of the
--------------------------------------
Confirmation Date, any default under this Plan or the failure of this
Plan to become effective in accordance with its terms shall not impact
the enforceability of this Plan, including Sections 6.8, 6.9, 6.10,
10.4, 14.11 and 14.12.
ARTICLE XI
----------
MODIFICATIONS OF THE PLAN
-------------------------
The Debtors, prior to the Effective Date and after the Effective Date, may
modify this Plan subject to and in accordance with the provisions and
requirements of Section 1127 of the Bankruptcy Code; provided however, that no
-----------------
substantive modifications may be made without Court approval after notice and
hearing. Further, the additional written consent of the 1988 Bonds Indenture
Trustee is required to modify any Section of this Plan that materially affects
the rights of the 1988 Bondholders and/or the 1988 Bonds Indenture Trustee,
including, without limitation: Sections 2.30, 2.42-2.48, 5.3, 5.4, 6.3, 6.4,
6.8, 6.9, 6.10, 14.3, 14.11, 14.12, 14.13, Articles IX and, XI.
ARTICLE XII
-----------
OFFICIAL COMMITTEES
-------------------
As of the Effective Date, the duties of all statutory committees appointed
pursuant to Section 1102(a) of the Bankruptcy Code shall terminate, except with
respect to applications for approval of Professional Fees Claims.
ARTICLE XIII
------------
RETENTION OF JURISDICTION
-------------------------
Notwithstanding confirmation of this Plan, the Bankruptcy Court will retain
jurisdiction for the following purposes:
13.1 In General. The Bankruptcy Court will retain jurisdiction to determine
----------
the allowance and payment of any Claim(s) upon any objection(s)
thereto (or other appropriate proceedings) by the Debtors, the
Reorganized Debtors or any other party in interest entitled to proceed
in that manner as well as all other matters related to distributions
under this Plan. As part of such retained jurisdiction, the
34
Bankruptcy Court will continue to determine the allowance of
Administrative Claims and any request(s) for payment(s) thereof.
Additionally, the Bankruptcy Court will retain jurisdiction to; (a)
determine the allowance, legality and payment of all Claims asserted
by the IRS pursuant to Section 505 of the Bankruptcy Code or
otherwise; (b) to resolve any issues regarding United States Trustee
quarterly fees; and (c) enforce or otherwise resolve any disputes
concerning any provision of this Plan including, without limitation,
Sections 14.11 and 14.12 hereof.
13.2 Plan Disputes and Enforcement. The Bankruptcy Court will retain
-----------------------------
jurisdiction to determine any dispute(s) which may arise regarding the
interpretation of any provision of this Plan and to enforce any
provisions of this Plan and any and all documents relating to this
Plan.
13.3 Further Orders. The Bankruptcy Court will retain jurisdiction to
--------------
facilitate the performance of this Plan by entering any further
necessary or appropriate order(s) regarding enforcement of this Plan
and any provisions thereof. In addition, the Bankruptcy Court will
retain jurisdiction to facilitate or implement the discharge of any
Claim, or any portion thereof, pursuant to this Plan.
13.4 Other Actions. Except as otherwise specifically provided in this Plan,
-------------
the Bankruptcy Court will retain jurisdiction to adjudicate any
cause(s) of action or other proceedings presently pending or otherwise
referenced here or elsewhere in this Plan, including, but not limited
to, the adjudication of any and all "core proceedings" under 28 U.S.C.
(S)157(b) (including equitable subordination pursuant to Section
510(a) of the Bankruptcy Code) which may be applicable to the
Reorganization Cases, Avoidance Actions and those actions which the
Debtors or Reorganized Debtors may deem appropriate to initiate and
prosecute before the Bankruptcy Court in aid of their reorganization.
This provision will not restrict the rights of the Debtors or
Reorganized Debtors to proceed in any other court of competent
jurisdiction; and it will not be construed to require the Debtors or
Reorganized Debtors to proceed in any other such court if the court
35
also has proper jurisdiction.
13.5 Final Decree. The Bankruptcy Court will retain jurisdiction
------------
enter an appropriate final decree in the Reorganization Cases.
13.6 Appeals. In the event of an appeal of the Confirmation
-------
Order or any other type of review or challenge to the Confirmation
Order, and provided that no stay of the effectiveness of the
Confirmation Order has been entered, the Bankruptcy Court will retain
jurisdiction to implement and enforce the Confirmation Order and this
Plan according to their terms, including, but not limited to,
jurisdiction to enter such orders regarding this Plan or the
performance thereof as may be necessary or appropriate to effectuate
the Reorganization Cases.
13.7 Executory Contracts. The Bankruptcy Court will retain jurisdiction
-------------------
to determine any and all matters regarding Executory Contracts,
including, but not limited to, assumptions or rejections thereof, and
any and all Claims arising from such Executory Contracts, including,
but not limited to, rejection damages Claims.
ARTICLE XI V
------------
GENERAL PROVISIONS
------------------
14.1 Additional Assurances. The Debtors, Reorganized Debtors, and all
---------------------
other parties in interest herein will execute such other and further
documents as are necessary to implement any of the provisions of this
Plan.
14.2 Extension of Payment Dates. If any payment date falls due on a day
--------------------------
other than a Business Day, then such payment date will be extended to
the next Business Day.
14.3 Vesting. As of the Effective Date, the Reorganized Debtors will be
-------
vested with all property of their respective Debtor's Estate at that
time, free and clear of all Claims, Liens, Equity Interests other than
those Liens, Claims and Equity Interests retained or created pursuant
to this Plan.
14.4 Interest on Claims. Unless otherwise specifically provided for in this
------------------
Plan or the Confirmation Order, or required by applicable bankruptcy
law, post-petition
36
interest shall not accrue or be paid on Claims, and no holder of a
Claim shall be entitled to interest accruing on or after the Petition
Dates on any Claim.
14.5 Joint and Several Claims. On the Confirmation Date, except as
------------------------
otherwise provided in this Plan, joint and several Claims against more
than one Debtor, and all guarantees of Claims against one Debtor for
an obligation incurred by the other Debtor shall be deemed to be one
obligation. Any Claim which is joint and several as to the Debtors or
any Claims based on a guarantee shall be deemed to be one Claim.
14.6 No Admission of Joint Liability. Except as provided specifically in
-------------------------------
this Plan, the consolidation for administrative purposes of the
Debtors and treatment of holders of Claims and Equity Interests herein
shall not constitute or be construed as an admission or finding of
joint liability or responsibility by either of the Debtors or
Reorganized Debtors for the liabilities of the other Debtor or
Reorganized Debtor.
14.7 Exculpation and Limitation of Liability. Neither the Reorganized
---------------------------------------
Debtors nor any statutory committees, nor any of their respective
present or former members, officers, directors, employees, advisors,
attorneys, or agents, shall have or incur any liability to any holder
of a Claim or an Equity Interest, or any other party-in-interest, or
any of their respective agents, employees, representatives, financial
advisors, attorneys, or affiliates, or any of their successors or
assigns, for any act or omission in connection with, relating to, or
arising out of, the Reorganization Cases, the pursuit of confirmation
of this Plan, the consummation of this Plan, or the administration of
this Plan or the property to be distributed under this Plan, except
for their willful misconduct or gross negligence, and in all respects
shall be entitled to reasonably rely upon the advice of counsel with
respect to their duties and responsibilities under this Plan.
Notwithstanding any other provisions of this Plan, no holder of a
Claim or Equity Interest or other party-in-interest and none of their
respective agents, employees, representatives, financial advisors,
attorneys,
37
or affiliates, and no successors or assigns of the foregoing, shall
have any right of action against the Reorganized Debtors, or any
statutory committee, or any of their respective present or former
members, officers, directors, employees, advisors, attorneys, or
agents, for any act or omission in connection with, relating to, or
arising out of, the Reorganization Cases, the pursuit of confirmation
of this Plan, the consummation of this Plan, or the administration of
this Plan or the property to be distributed under this Plan, except
for their willful misconduct or gross negligence.
14.8 Captions. Section captions used in this Plan are for convenience only,
--------
and will not affect the construction of this Plan.
14.9 Payment of Statutory Fees. All fees payable pursuant to Section 1930
-------------------------
of Title 28 of the United States Code, or as determined by the
Bankruptcy Court at or in conjunction with the Confirmation Hearing,
will be paid when due.
14.10 Successors and Assigns. The rights and obligations of any holder of a
----------------------
Claim or Equity Interest referred to in this Plan will be binding
upon, and will inure to the benefit of, the successors, assigns,
heirs, devisees, executors, and personal representatives of such
holder.
14.11 SFGC Group Participation. The SFGC Group agrees to be bound by the
------------------------
provisions of this Plan relating to the SFGC Guarantee and SFGC
Guarantee Collateral and to perform any other obligations which this
Plan provides for the SFGC Group to perform, provided that: (i) this
Plan is confirmed and (ii) any amendments or modifications to this
Plan affecting the SFGC Guarantee or SFGC Guarantee Collateral shall
be subject to SFGC's approval in its sole and absolute discretion.
Nothing in this Plan shall affect the rights and remedies of the 1988
Bondholders and the 1988 Bonds Indenture Trustee with respect to the
SFGC Guarantee. The SFGC Group hereby waives, effective September 1,
2000, any forbearance agreement then in effect regarding the 1988
Bonds, 1988 Bondholders or the SFGC Guarantee arising out of the
Solicitation. The waiver by
38
SFGC is only applicable to those holders of 1988 Bonds through August
31, 2000, that (i) forbear from exercising their rights and remedies
under the SFGC Guarantee; (ii) discontinue any action, case or
proceeding against the SFGC Group; and (iii) do not oppose
confirmation of this Plan before the Bankruptcy Court or appeal the
Confirmation Order. In connection herewith, the SFGC Group submits to
the jurisdiction of the Court in respect of, but solely in respect of,
such agreement and obligations and acknowledges that it is a
participant in this Plan; provided, however, that SFGC does not submit
to the jurisdiction of the Court for purpose of any action brought by
any party with respect to the SFGC Guarantee unless otherwise
appropriate. Nothing in this Section or in any other provisions of
this Plan calling for the SFGC Group to take any action under this
Plan shall be construed as, or constitute, any of the following: (1)
the filing of a petition by any of the SFGC Group for relief under the
Bankruptcy Code; (2) any of the SFGC Group having the status of a
debtor under the Bankruptcy Code; (3) any of the SFGC Group admitting
to, or acquiescing in, a substantive consolidation with these
Reorganization Cases; or (4) the consent by any of the SFGC Group to
the entry of an order for relief in any involuntary bankruptcy
proceedings.
14.12 SFGC Group Obligations. Until the earlier to occur of: (i) December
----------------------
31, 2000 or (ii) the payment in full of the Allowed 1988 Bondholder
Claim of the 1988 Bonds Indenture Trustee, the SFGC Group shall not do
any of the following:
(a) Except for SFGC and subject to the provisions of subsection
(f) below, issue any Equity Security;
(b) Pay any cash dividends with respect to any Equity Security
except for a Wet & Wild sale;
(c) Modify the Management Agreement;
(d) Enter into or modify other management contracts or other
similar arrangements with any Insider or Affiliates of the Debtors or
the SFGC Group;
39
(e) Enter into or modify contracts concerning the employment or
compensation of any Insider or Affiliate of the Debtors or the SFGC
Group except to extend or renew existing contracts on existing terms;
(f) Incur any Debt or grant any Liens, except for Debts or Liens
in the ordinary course of business;
(g) Modify any existing credit arrangements, except that the
SFGC Group will be entitled to honor their obligations and benefits
and perform under the current terms of their existing credit
arrangements and shall have the ability to obtain waivers of defaults
thereunder, all within the ordinary course of business; or
(h) Engage in any transaction outside the ordinary course of
business except for a Wet & Wild Sale.
The SFGC Group shall provide fifteen (15) business days
prior notice (absent exigent circumstances as determined in good faith
by the SFGC Group in which case the best available prior reasonable
notice shall be given) to the 1988 Bonds Indenture Trustee, Foothill
Capital Corporation and High River Limited Partnership of any
transaction involving the incurrence of any Debt or pledge or grant of
any Lien in excess of $250,000.00. If the 1988 Bonds Indenture
Trustee, Foothill Capital Corporation, or the High River Limited
Partnership reasonably believe that any such transaction will
materially impair the SFGC Guarantee or the SFGC Guarantee Collateral,
such parties may bring this matter to the attention of the Bankruptcy
Court, including requesting expedited relief on notice and hearing to
Debtors and the SFGC Group agrees to submit to the jurisdiction of the
Bankruptcy Court to determine or resolve any such dispute.
14.13 Governing Law. Except to the extent the Bankruptcy Code or Bankruptcy
-------------
Rules are applicable to the Reorganized Debtors, the rights and
obligations arising under this Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Nevada, without giving effect to the principles of conflicts
40
of law thereof.
14.14 Revocation. If Confirmation Date does not occur, then this Plan
----------
and the terms and conditions contained herein shall be deemed null
and void. Without limiting the foregoing, in such event, nothing
contained herein shall be deemed to constitute a waiver or release
of any Claims by or against Debtors or any other Person or to
prejudice in any manner the rights of the Debtors or any Person.
14.15 Reservation of Rights. The filing of this Plan, any statement or
---------------------
provision contained herein or in the Disclosure Statement or the
taking of any action by the Debtors with respect to this Plan is not
an admission or a waiver of any rights prior to the Effective Date,
except as specifically set forth in this Plan with respect to the
period of time prior to the Effective Date.
14.16 Fractional Dollars. Notwithstanding any other provision of this
------------------
Plan, no payments of or on account of fractions of dollars will be
made to any holder of an Allowed Claim. When any payment of or on
account of a fraction of a dollar to any holder of a Claim would
otherwise be called for, the actual payment made will reflect a
rounding of such fraction to the nearest whole number (up or down).
Reorganized Debtors shall not be required to make any distribution
or issue any check that would be in an amount less than Two ($2.00)
Dollars on account of any Claim.
14.17 Unclaimed Property. Any property held for distribution in
------------------
accordance with this Plan by Reorganized Debtors which is unclaimed
or undistributed on the first anniversary of the Effective Date
(except to the extent it is a Disputed Claim or Disputed Interest)
shall become property of Reorganized PHI and be distributed to
Reorganized PHI.
14.18 Payment Option. At the option of Reorganized PHI or Reorganized PFC,
--------------
except as otherwise required or provided in this Plan or by any
applicable agreement, any Cash payment to be made to Creditors of
PHI pursuant to this Plan may be made by check on a United States
bank mailed by first class mail or by wire transfer.
41
14.19 Amendments. The authority of the Debtors and any other party to an
----------
agreement or instrument to agree to modifications, supplements or
amendments thereto shall be as provided in such agreement or
instrument, but may not be inconsistent with this Plan.
14.20 Notices. Any notices to be provided under this Plan shall be in
-------
writing and shall be deemed duly given (i) when delivered by hand,
(ii) when two (2) days have elapsed after its transmittal by
nationally recognized air courier service, or (iii) when delivered
by telephonic facsimile transmission (with a copy thereof so
delivered by hand, mail or air courier if the recipient does not
acknowledge receipt of the transmission). Notices shall be sent to
the addresses set forth below, or another as to which that party has
given written notice, in each case with a copy provided in the same
manner, same time to the persons shown below:
If to SFGC: Santa Fe Gaming Corporation
4949 North Rancho Drive
Las Vegas, NV 89130
Attn: Thomas K. Land
Tel: 702-658-4338
Fax: 702-658-4331
With a copy to: Gibson Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071-3197
Attn: Karen E. Bertero, Esq.
Tel: 213-229-7360
Fax: 213-229-6360
If to PFC Pioneer Finance Corporation
or PHI: 4949 North Rancho Drive
Las Vegas, NV 89130
Attn: Thomas K. Land
Tel: 702-658-4338
Fax: 702-658-4331
With a copy to: Gordon & Silver, Ltd.
3960 Howard Hughes Parkway
Ninth Floor
Las Vegas, NV 89109
Attn: Gerald M. Gordon, Esq.
Tel: 702-796-5555
Fax: 702-369-2666
42
If to Foothill: Foothill Capital Corporation
11111 Santa Monica Boulevard
Los Angeles, CA 90025
Attn: Dennis Ascher
Tel: 213-891-5002
Fax: 213-896-0400
With a copy to: Buchalter, Nemer, Fields & Younger
601 South Figueroa Street, Suite 2400
Los Angeles, CA 90017-5704
Attn: Paul S. Arrow, Esq.
Tel: 213-891-5002
Fax: 213-896-0400
If to High River: High River Limited Partnership
c/o Icahn Associates Corp.
767 Fifth Avenue - 47/th/ Floor
New York, NY 10153
Attn: Vincent Itrieri
Tel: 212-702-4328
Fax: 212-750-5815
With a copy to: Berlack, Israels & Liberman LLP
120 West 45/th/ Street
New York, NY 10036
Attn: Erica M. Ryland, Esq.
Tel: 212-209-4825
Fax: 212-704-0196
If to 1988 Bonds
Indenture Trustee: IBJ Whitehall Bank & Trust Company
One State Street
New York, NY 10004
Attn: Max Volmar
Tel: 212-858-2428
Fax: 212-858-6881
With a copy to: Squire, Sanders & Dempsey
Two Renaissance Square
40 North Central Avenue, #2700
Phoenix, AZ 85004
Attn: Craig D. Hansen, Esq.
Tel: 602-528-4085
Fax: 602-253-8129
14.21 U.S. Trustee Fees. U.S. Trustee quarterly fees accrued prior to
-----------------
confirmation of the Plan will be paid by the Debtors on or before the
Effective Date pursuant to 11
43
U.S.C. (S) 1129(a)(12). All U.S. Trustee fees accrued after
confirmation of the Plan will be timely paid on a calendar quarter
basis and reported both on post-confirmation reports required by Local
Rule 3020 and in post-confirmation operating reports required by the
U. S. Trustee Guidelines. Final fees will be paid on or before the
entry of the Final Decree.
14.22 Post-Confirmation Reportings. Until the entry of the Final Decree, the
----------------------------
Reorganized Debtors shall comply with the post-confirmation reporting
requirements found in Local Rule 3020. Additionally, the Reorganized
Debtors shall file post-confirmation quarterly operating reports as
required by the United States Trustee Guidelines, para. 7.2.
DATED this 1st day of May, 2000.
CO-PROPONENTS: PIONEER HOTEL INC.,
a Nevada corporation
By Thomas K. Land
Its Senior Vice President and
Chief Financial Officer
PIONEER FINANCE CORP.,
a Nevada corporation
By Thomas K. Land
Its Senior Vice President and
Chief Financial Officer
Submitted By:
GORDON & SILVER, LTD.
By:_______________________
Gregory E. Garman, Esq.
Attorneys for Debtors
3960 Howard Hughes Parkway, 9/th/ Fl
Las Vegas, NV 89109
44
Acknowledgement and Consent to Sections 14.11 and 14.12 of this
Restated Fifth Amended Plan of Reorganization of Pioneer Finance Corp. and
Pioneer Hotel Inc.
Santa Fe Gaming Corp., a
Nevada corporation
By Thomas K. Land
Its Senior Vice President and Chief Financial
Officer
Santa Fe Hotel Inc., a
Nevada corporation
By Thomas K. Land
Its Senior Vice President and Chief Financial
Officer
Sahara Las Vegas Corp., a
Nevada corporation
By Thomas K. Land
Its Senior Vice President and Chief Financial
Officer
Sahara Resorts, a
Nevada corporation
By Thomas K. Land
Its Senior Vice President and Chief Financial
Officer
45