Exhibit 99.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re ) Chapter 11
)
UNITEL VIDEO, INC., UNITEL 53 LLC, )
UNITEL 57 LLC, and R SQUARED, INC., ) Case No. 99-2979 (PJW)
)
Debtors, ) Jointly Administered
MODIFICATION TO DEBTORS' FIRST AMENDED
JOINT CONSOLIDATED LIQUIDATING PLAN OF REORGANIZATION
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Kaye Scholer LLP Young Conaway Stargatt & Taylor, LLP
425 Park Avenue Rodney Square North, 11th Floor
New York, New York 10022-3598 Wilmington, Delaware 19899-0391
(212) 836-8000 (302) 571-6600
Attn: Andrew A. Kress, Esq. (AK 8985) Attn: Robert S. Brady, Esq. (No. 2847)
Benjamin Mintz, Esq. (BM 6060) Michael R. Nestor, Esq. (No. 3526)
Co-Counsel for the Debtors and
Debtors in Possession
October 9, 2001
Pursuant to section 1127(a) of the Bankruptcy Code(1) and Bankruptcy
Rule 3019, Unitel Video, Inc., Unitel 53 LLC, Unitel 57 LLC and R Squared, Inc.
hereby amend and modify the Plan as follows:
I. The following language shall be added at the end of Section 6.2 of the Plan:
Notwithstanding the foregoing, Heller shall be authorized to amend its
Claim subsequent to the Confirmation Date to assert a Claim (including but not
limited to a Secured Claim) against the Debtors for indemnification of its
legal fees incurred subsequent to the Confirmation Date (and the Debtors and
the Committee reserve their rights to object to allowance of any such Claim on
any grounds other than the fact that such Claim was not timely filed in
accordance with the Plan).
II. Section 11.3 of the Plan shall be amended to provide as follows:
11.3 Releases/Exculpation.
A. On the Effective Date, the Debtors release unconditionally, and
hereby are deemed to release unconditionally, (i) each of the Debtors' officers,
directors, shareholders, employees, consultants, attorneys, accountants and
other representatives and (ii) the Committee and, solely in their capacity as
members or representatives of the Committee, each member, consultant, attorney,
accountant or other representative of the Committee (the Persons specified in
clauses (i) and (ii) are referred to collectively as the "Releasees"), from any
and all claims, obligations, suits, judgments, damages, rights, causes of action
and liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
existing or hereafter arising, in law, equity or otherwise, based in whole or in
part upon any act or omission, transaction, event or other occurrence taking
place on or between the Filing Date and the Effective Date in any way relating
to the Releasees, the Debtors, the Cases or the Plan (other with respect to
claims for gross negligence or willful misconduct). Nothing contained herein
shall effect a release of the Debtors' insurance carriers.
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(1) All capitalized terms used herein and not otherwise expressly defined
shall have the same meanings as used in the Debtors' First Amended Joint
Consolidated Liquidating Plan of Reorganization dated as of August 29,
2001 (the "Plan").
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B. As of the Effective Date, the Releasees shall have no liability to
any Holder of any Claim or Interest for any act or omission in connection with,
or arising out of, the Cases, the Disclosure Statement, the Plan, the
solicitation of votes for and the pursuit of confirmation of the Plan, the
consummation of the Plan, or the administration of the Plan or the property to
be distributed under the Plan, except for willful misconduct or gross negligence
as determined by a Final Order of the Bankruptcy Court and, in all respects,
shall be entitled to have relied and to rely upon the advice of counsel with
respect to their duties and responsibilities with respect to the Cases and the
Plan.
C. Notwithstanding anything to the contrary contained herein, the Plan
shall not affect the terms of the Settlement Stipulations and the non-Debtor
parties to the Settlement Stipulations shall have a continuing right to seek
payment consistent with the terms of the Settlement Stipulations.
III. The following language shall be added at the end of Section 11.4 of the
Plan:
Notwithstanding anything to the contrary contained herein, the injunction
set forth in this Section 11.4 shall not be applicable to (i) actions for gross
negligence or willful misconduct, and (ii) any action by General Electric
Capital Business Asset Funding Corporation or its affiliates against the
Debtors' insurance carrier for claims arising from the destruction of, or damage
to, property.
Dated: New York, New York
October 9, 2001
UNITEL VIDEO, INC., UNITEL 53 LLC,
UNITEL 57 LLC, and R SQUARED, INC.
By: /s/ Joel Getzler
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Joel Getzler, Getzler & Co., Inc.
Management Consultant
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