UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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IN RE :
:
:
LIBERTE INVESTORS, : IN PROCEEDINGS FOR
F/K/A LOMAS & NETTLETON MORTGAGE : A REORGANIZATION
INVESTORS, : UNDER CHAPTER 11
:
DEBTOR. : CASE NO. 93 B 45262 (BRL)
:
EMPLOYER'S TAX IDENTIFICATION :
NO. 75-1328153 :
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MODIFICATION OF THE DEBTOR'S
FIRST AMENDED PLAN OF REORGANIZATION
LIBERTE INVESTORS, debtor and debtor in
possession (the "Debtor"), hereby modifies the
Debtor's First Amended Plan of Reorganization dated
December 14, 1993 (the "Plan") in the manner set forth
below.
1. The definition of "Available Cash" is
hereby modified by deleting the parenthetical clause
contained in clause (i) thereof.
2. The definition of "Asset Exchange" is
hereby modified to add the parenthetical phrase "(or
any wholly owned subsidiary of Newco designated in the
Asset Exchange Agreement)" immediately after the word
"Newco".
3. The definition of "New Senior Bank
Agreements" is hereby modified to read in full as
follows:
"New Senior Bank Agreements" means debt
obligations of Newco issued pursuant to
documentation substantially in the form of
Exhibit I hereto."
4. The definition of "Prepaid Amount" is
hereby modified by inserting therein, immediately
before the period, the following:
", in each case after making any
distributions thereof to the Senior Lenders
contemplated to be made on or prior to the
Effective Date under the Cash Collateral
Stipulation"
5. The definition of "Retained Assets" is
hereby modified by
(a) changing the word "and" at the end
of clause (ix) thereof to a comma;
(b) inserting the following new clause
(x) after clause (ix):
"(x) the debt obligation of Newco issued
to the Debtor is in accordance with
Section 4.03(a)(B) hereof and"; and
(c) renumbering clause (x) to become
clause (xi) and changing the reference to
clause (ix) therein to clause (x).
6. The definition of "Retained Cash" is
hereby modified to read in full as follows:
"Retained Cash" means Available Cash in
an amount equal to the sum of (a) the amount
by which (i) the aggregate amount of net cash
proceeds, if any, generated during the
Interim Period from the sale or other
disposition of, and collections of principal
on, any assets listed on Exhibit M hereto and
all non-cash proceeds of such assets exceeds
(ii) $6,000,000 and (b) the Retained Working
Capital
7. The treatment of Class 1 Claims under
Section 2.04 of the Plan is hereby modified to read in
full as follows:
"On the Effective Date or as soon thereafter
as is practicable, holders of Allowed Class 1 Claims
shall receive distributions consisting of (i) the
Prepaid Amount, (ii) Pre-consummation Cash in an
amount equal to the excess of $9,000,000 over the
Prepaid Amount and (iii) debt obligations of Newco
having a principal amount equal to the sum of (A)
$74,128,000, (B) the amount of unreimbursed fees and
expenses provided for under the Senior Bank Agreements
and Allowed under Section 506(b) of the Bankruptcy
Code and (C) the amount, if any, of accrued and unpaid
interest under the Senior Bank Agreements Allowed
pursuant to Section 506(b) of the Bankruptcy Code, as
adjusted pursuant to the Cash Collateral Stipulation,
as in effect from time to time. The debt obligations
of Newco referred to in clause (iii) above will be
issued in a single series together with the debt
obligation of Newco to be issued by the Debtor
pursuant to Section 4.03(a)(B), will have terms
substantially as set forth in Exhibit I hereto and
will be secured by the Continuing Collateral."
8. The heading to Section 4.03 of the Plan
is hereby modified by inserting therein immediately
after the semicolon the following:
"Issuance of Newco Debt Obligation to
the Debtor;"
9. Section 4.03(a)(B) of the Plan is hereby
modified by changing the word "and" immediately after
"Newco Common Stock" to a comma, and inserting the
following immediately before the semicolon:
"and a debt obligation of Newco in a
principal amount of $6,000,000 having
terms substantially as set forth in
Exhibit I hereto, secured by the
Continuing Collateral, and issued in a
single series with and having rights and
terms identical in all respects to those
of the debt obligations issued to the
Senior Lenders pursuant to Section 2.04
hereof"
10. Section 9.05(b) of the Plan is hereby
modified by inserting therein, immediately after
"Confirmation Date," the following:
"or if the Effective Date does not occur
on or before April 30, 1994 or such
later date to which such date may be
extended by agreement of all of the
parties to the Stipulation and Agreement
Suspending Plan Litigation dated as of
January 6, 1994,"
January 19, 1994 DAVIS POLK & WARDWELL
By: /s/ Donald S. Bernstein
-----------------------------
Donald S. Bernstein (DB-6681)
A Member of the Firm
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Counsel for the Debtor