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EXHIBIT 99.2
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF TEXAS
MIDLAND DIVISION
IN RE: )
)
COSTILLA ENERGY, INC., ) CASE NO. 99-70653
TAX I.D. NO. 75-2658940 ) (CHAPTER 11)
)
DEBTOR. )
ORDER CONFIRMING DEBTOR'S PLAN OF REORGANIZATION
(LIQUIDATION), AS RESTATED TO REFLECT ALL
AMENDMENTS AND MODIFICATIONS
At San Antonio, Texas, pursuant to this Court's Order Approving
Disclosure Statement entered on July 20, 2000, there came on for hearing
commencing on September 14, 2000 (the "Confirmation Hearing"), the confirmation
of the Debtor's Plan of Reorganization (Liquidation), As Amended dated as of
July 28, 2000 and subsequently as modified by Debtor's Plan of Reorganization
(Liquidation), Restated To Reflect All Amendments And Modifications dated as of
September 15, 2000 (the latter being referred to as the "Plan"), and the Court
having considered the evidence presented, and the timely filed objections to the
Plan, and the arguments made by counsel for the respective parties in interest
appearing at the Confirmation Hearing; and based thereon the Court having made
findings on the record as to all issues required to be determined pursuant to 11
U.S.C. Section 1129, which are incorporated herein by reference and made a part
hereof, and that the Plan, and the modifications it contains, complies with all
requirements of 11 U.S.C. Sections 1122, 1123 and 1129 and other provisions
concerning confirmation, and that all requirements under the Bankruptcy Code for
the notice and solicitation of the Plan have been met, and further therein
having concluded after due deliberation and good and sufficient cause
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appearing therefor that the Plan should be confirmed pursuant to a final
judgment, order and decree of this Court(1); it is therefore
PLAN CONFIRMED
ORDERED, that the Plan is hereby CONFIRMED and approved in its
entirety; and it is further
ORDERED, that upon entry of this Order all conditions precedent to
confirmation of the Plan shall be deemed satisfied; and it is further
ORDERED, that pursuant to Section 1141 of the Bankruptcy Code, the Plan
and its provisions and exhibits and this Order shall be binding, as provided in
such documents, upon: (i) the Debtor; (ii) the Trust; (iii) the Directors and
Officers Litigation Trust; (iv) each entity and Person acquiring, receiving or
retaining property under the Plan; (v) each party to an executory contract or
unexpired lease of the Debtor; (vi) each Creditor and Equity Interest holder of
the Debtor, whether or not the Claim or Interest of such Creditor or Equity
Interest holder is impaired under the Plan and whether or not such Creditor or
Equity Interest holder has accepted the Plan; and (vii) each of the foregoing's
respective heirs, executors, administrators, successors and assigns; and it is
further
ORDERED, that the record of the Confirmation Hearing is hereby closed;
and it is further
VESTING OF PROPERTY OF ESTATE
ORDERED, that on the Effective Date, the property of the estate of the
Debtor, including but not limited to any an all rights, claims, or causes of
action, whether known or unknown,
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(1) Unless stated otherwise, all capitalized words used in this
Order shall be the same meaning that they are defined to have
in the Plan.
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asserted or unasserted, at law or equity and whether arising pursuant to the
Bankruptcy Code or other applicable law, shall vest in the Trust and the
Directors and Officers Litigation Trust as described in Section 6.1 of the Plan;
and it is further
ORDERED the Plan Trustee shall be fully empowered to receive, manage,
dispose and distribute the property conveyed to the Trust, subject to the terms
of the Plan, this Order and any other agreement that becomes binding in
connection with the consummation of the Plan; and it is further
INJUNCTION
ORDERED, that all Claims against and Equity Interest in the Debtor are
prohibited from collecting Claims or Interests in any manner other than provided
in the Plan or if not provided for in the Plan as provided in the Bankruptcy
Code but solely as a defensive offset, credit, or recoupment; it is further
EXECUTORY CONTRACTS
ORDERED, that all Leases which were not assumed or assumed and assigned
prior to the Effective Date are hereby deemed rejected as of the Confirmation
Date, provided however that (1) all software licences, geophysical licences,
geological data bases, digital mapping data bases, geological software, and
computer databases which were not assigned to the Purchaser are hereby assumed
and assigned to the Trust, with no further payments or cure amounts owing by the
Debtor or the Trust; (2) all insurance policies in which the Debtor or the
Debtor's property are insured and which were not assigned to the Purchaser are
hereby assumed and assigned to the Trust, without prejudice to the Plan Trustee
canceling such policies in the Plan Trustee's discretion; provided, further
however, that the Plan is hereby revised such that the Court
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approves the amendment to Debtor's lease with MRO Southwest, Inc. to be amended
pursuant to the terms attached to the Plan as Exhibit "A"; and it is further
CLAIMS BAR DATES
ORDERED, that all holders of Claims for damages resulting from the
rejection of executory contracts or unexpired leases shall file a proof of claim
within thirty (30) days from the Confirmation Date,or otherwise such Claim shall
be forever barred; and it is further
ORDERED, that any holder of an Administrative Expense, other than (1) a
Fee Claim, and (2) a Claim for 2000 ad valorem property taxes, must file with
the Bankruptcy Court and serve on the Debtor, the Committee and their counsel
notice of such administrative expense prior to the commencement of the
Confirmation Hearing. Each Professional Person or other entity that holds or
asserts an Administrative Expense that is a Fee Claim incurred before the
Effective Date shall be required to file with the Bankruptcy Court, and serve on
all parties required to receive notice, a Fee Application.
ORDERED, that the Objection Deadline to which objections to Claims
shall be filed with the Bankruptcy Court shall be one (1) year after the
Effective Date, unless extended by order of the Bankruptcy Court; provided,
however, that the August 31, 2000, deadline to object to the Bankers Trust Swap
Claim shall not be extended or effected by the Plan or this Order; and it is
further
AUTHORITY OF PLAN TRUSTEE AND LITIGATION TRUSTEE
ORDERED, that pursuant to 11 U.S.C. Section 1142(b), Debtor and its
directors, officers, attorneys, agents and representatives are authorized and
empowered to perform on and after the Effective Date all actions specified in or
otherwise required to consummate the transactions
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contemplated by the Plan, including those involving the Trust and the Directors
and Officers Litigation Trust; and it is further
ORDERED, that pursuant to the applicable laws governing corporations of
Delaware concerning the authority of the Court to approve corporate action, the
Debtor is authorized to consummate on or after the Effective Date all provisions
of the Plan; and it is further
ORDERED, that the provisions of Articles 11 and 12 of the Plan
governing distributions under the Plan and the procedures with respect to
disputed Claims are hereby approved and found to be fair and reasonable; and it
is further
ORDERED, that proceeds from sales of property upon which liens have
been asserted shall not be disbursed upon consummation of the Plan until the
validity of such liens are determined or authorized to be disbursed pursuant to
order of this Court; and it is further
RETAINED JURISDICTION
ORDERED, that the Bankruptcy Court shall retain exclusive jurisdiction
over all matters provided for in Article 15 of the Plan or any agreement, order
or stipulation entered in connection with the Chapter 11 Case, and with respect
to the enforcement and interpretation of the provisions of the Plan and this
Order; and it is further
PLAN TRUSTEE AND LITIGATION TRUSTEE
ORDERED, that Bobby Page is hereby approved and appointed as the Plan
Trustee of the Trust, without bond, and has full authority to act on behalf of
the Trust as specified in the Plan and documents, if any relating to the
formation and authority of the Trust; and it is further
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ORDERED, that George Hicks is hereby approved and appointed as the
Litigation Trustee of the Directors and Officers Litigation Trust and has full
authority to act on behalf of the Directors and Officers Litigation Trust as
specified in the Plan and documents, if any, relating to the formation and
authority of the Directors and Officers Litigation Trust; and it is further
ORDERED, that consistent with Article 6 of the Plan, on the Effective
Date the Trust and Directors and Officers Litigation Trustee is hereby created
provided, however, that the Bankruptcy Court shall retain original but not
exclusive jurisdiction over all rights and property named in Section 6.2 of the
Plan assigned to the Trust and the Directors and Officers Litigation Trust
including, without limitation, the determination of all controversies and
disputes arising under or in connection with the property of the Debtor; and it
is further
ORDERED, that pursuant to 11 U.S.C. Section 1123(b)(3)(B), the Trust
and Directors and Officers Litigation Trust, as applicable under the Plan, shall
be the representative of the Debtor's estate for purposes of pursuing any causes
of action that exist to the extent that any such cause of action vests in or is
assigned to the Trust or the Directors and Officers Litigation Trust, as the
case may be, in accordance with the terms of the Plan; and it is further
COMMITTEE
ORDERED, that the Committee shall remain in existence for the purposes
stated in Article 8 of the Plan and likewise shall terminate under the
provisions of such Article; and it is further
AUTOMATIC STAY
ORDERED, that subject to the provisions of the Plan, the stay in effect
in this Chapter 11 Case pursuant to Section 362(a) of the Bankruptcy Code shall
continue to be effective until the
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Effective Date, and at that time, shall be dissolved and of no further force or
effect, subject to the injunctions provided in this Order and in Section 16.3 of
the Plan; and it is further
EFFECTIVE DATE
ORDERED, that the Effective Date shall be a Business Day selected by
the Debtor after the first Business Day which is 10 days after the Confirmation
Date on which (i) the Confirmation Order is not stayed and (ii) all conditions
to the effectiveness of the Plan have been satisfied or waived as provided in
Article 14 of the Plan.
OBJECTIONS
ORDERED, that to the extent any objections to confirmation of the Plan
(including each letter or other pleading filed with the Court that may be deemed
to be such an objection) have not been withdrawn or are not cured by the relief
granted herein, such objections to confirmation shall be and hereby are
overruled and denied; and all withdrawn objections shall be and hereby are
deemed withdrawn, with prejudice; and it is further
MODIFICATIONS
ORDERED that all modifications made to the Debtor's Plan of
Reorganization (Liquidation), As Amended dated July 28, 2000 which are reflected
in the Debtor's Plan of Reorganization (Liquidation), Restated To Reflect All
Amendments And Modifications, and which has been referred to within this Order
as the "Plan," are approved.
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SIGNED this 15 day of September, 2000.
/s/ Ronald B. King
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RONALD KING
UNITED STATES BANKRUPTCY JUDGE
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