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EXHIBIT 2.3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE: Section CHAPTER 11
Section
Section CASES 395-34981-RCM-11
AUTOMOBILE CREDIT FUND Section THROUGH 395-34988-SAF-11
1991-III, INC., ET AL. Section
Section JOINTLY ADMINISTERED UNDER
Section CASE NO. 395-34981-RCM-11
Debtors. Section
ORDER CONFIRMING THIRD AMENDED AND
SUPPLEMENTED JOINT PLAN, PURSUANT TO 11 U.S.C. Section 1129
Automobile Credit Fund 1991-III, Inc., Automobile Credit Finance,
Inc., Automobile Credit Partners, Inc., Automobile Credit Finance 1992-II,
Inc., Automobile Credit Finance III, Inc., Automobile Credit Finance IV, Inc.,
Automobile Credit Finance V, Inc., and Automobile Credit Finance VI, Inc.,
(collectively the "Debtors"), as debtors in possession, and Search Capital
Group, Inc. ("Search") (the Debtors and Search collectively are referred to
herein as the "Proponents") filed a Third Amended Joint Plan of Reorganization
with this Court on December 11, 1995; filed a supplement thereto on December
22, 1995; and on February 12, 1996 filed Motion For Order (1) Approving
Modification To The Third Amended And Supplemented Joint Plan Under Bankruptcy
Rule 3019; (2) Directing Procedure For Further Opportunity To Elect Equity Or
Collateral Option; (3) Directing Procedure For Certain Creditors To Complete
And Return Previously Unexecuted
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Ballot Portions; (4) Approving Supplemental Disclosure (the "Motion For
Order").(1) The Plan(2) was transmitted to the creditors and parties in
interest of the Debtors; after due and sufficient notice and hearing, the Court
hereby makes the following FINDINGS OF FACT AND CONCLUSIONS OF LAW:
1. On August 14, 1995, the Debtors filed voluntary petitions
under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code").
2. On December 22, 1995 the Proponents filed their Third Amended
And Supplemented Joint Disclosure Statement ("Disclosure Statement") which
contained the Plan as an exhibit.
3. The Court approved the Disclosure Statement on December 27,
1995, as containing adequate information as such term is defined in Section
1125 of the Bankruptcy Code.
4. January 29, 1996 was established as the last day to file
objections to the Plan and to file a ballot regarding the Plan. As of January
29, 1996, no objections to the confirmation of the Plan were filed.
5. The Plan has been accepted by all impaired classes of each
Debtor.
6. On February 12, 1996, the Proponents filed their Motion For
Order, and on or about February 12, 1996 the Court approved it. The Court
found that the modifications included in the Motion For Order did not change
the treatment of any claim against or interest in the Debtors.
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(1) The Third Amended Joint Plan of Reorganization and the supplement
thereto along with the modifications to the Third Amended And
Supplemented Joint Plan as included in the Motion For Order, shall be
referred to herein as the "Plan".
(2) Capitalized terms used herein without definition are defined as set
forth in the Plan, the Noteholders Trust Agreement or the Litigation
Trust Agreement, as the case may be.
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7. Copies of the Plan and the Disclosure Statement were mailed to
all creditors and parties in interest. Copies of the modifications to the Plan
were mailed to all affected creditors and parties in interest. Appropriate
ballots were also mailed to the holders of claims and interests to which the
modifications applied. Timely notice of the hearing on confirmation of the
Plan and of the time for filing objections thereto was given to all creditors
under Fed. R. Bankr. P. 2002(b) and (d).
8. As to each Debtor, the Plan has been accepted in writing by
the requisite majorities of creditors and equity security holders whose
acceptance is required by law.
9. As to each Debtor, at least one class of claims has accepted
the Plan, determined without including any acceptance of the Plan by any
insider holding a claim of such class.
10. As to each Debtor, the preconditions to Confirmation, as
defined in the Plan, have been satisfied.
11. The Proponents have complied with the applicable provisions of
the Bankruptcy Code.
12. As to each Debtor the Plan complies with the applicable
provisions of Chapter 11 of the Bankruptcy Code, and has been proposed in good
faith and not by any means forbidden by law.
13. All payments made or promised by the Proponents, or by a
person issuing securities or acquiring property under the Plan, or by any other
person for services or for costs and expenses in, or in connection with, the
Plan and incident to the Cases, have been or will be fully disclosed to the
Court and remain subject to the approval of this Court for reasonableness.
14. Each holder of a Claim or Interest of each class will receive
or retain under the Plan on account of such Claim or Interest property of a
value, as of the Confirmation Date, that is not less
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than the amount that such holder would receive or retain if the Debtors were
liquidated under Chapter 7 of the Bankruptcy Code on such date.
15. Pursuant to Section 1145 of the Bankruptcy Code, the
securities issued under the Plan or issued pursuant to the exercise of the
Warrants issued under the Plan are exempt from the registration requirements of
the Securities Act of 1933, as amended, and any state or local law requiring
registration for the offer or sale of a security.
16. All securities to be issued pursuant to the Plan are being
issued in exchange for a Claim against, and Interest in or a Claim for an
administrative expense concerning the Debtors in these Chapter 11 Cases, within
the meaning of Section 1145 of the Bankruptcy Code.
17. The terms and conditions of the Plan are incorporated in this
Order.
18. These findings of fact and conclusions of law shall be
considered orders of this Court and vice-versa.
19. This Court reserves the right to make further findings of fact
and conclusions of law and orders as may be appropriate.
In consideration of the foregoing findings of fact and
conclusions of law, it is hereby ORDERED, ADJUDGED, AND DECREED:
A. The Plan is confirmed.
B. The findings set forth above are ratified and
approved.
C. Any objections to Confirmation are overruled.
D. The Debtors, Search and all other relevant parties
shall perform their respective duties and
obligations as set forth in the Plan.
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E. All approvals and consents of the equity owner, and
officers and directors of the Debtors, as may be
necessary to carry out the Plan and the actions
authorized by this Order be, and they hereby are
deemed made or done.
F. Susan A. Brown and Fred Hammer (the "Noteholder
Directors") are hereby appointed as the directors of
Search Capital Group, Inc. from and after 8:00 a.m.,
C.S.T., on the Effective Date or such other date
thereafter as may be selected by each such
Noteholder Director, but not later than seventy-five
(75) days following the Effective Date, or following
such seventy-five (75) day period replacement
Noteholder Directors as selected by the Creditors'
Committee and approved by Search in accordance with
the Plan shall be appointed.
G. In accordance with Section 1141(c) of the Bankruptcy
Code, all assets of the Debtors are free and clear of
all claims and interests of creditors and equity
security holders, and all property to be assigned,
transferred or conveyed by the Debtors to Search, the
Noteholders' Trust and the Litigation Trust in
accordance with the terms of the Plan shall be
assigned, transferred or conveyed free and clear of
all liens, Claims, and Interests of creditors and
equity security holders of the Debtors and shall be
deemed: (i) legally, validly and effectively
transferred in accordance with the provisions of the
Plan; (ii) to have been transferred without violating
any fraudulent transfer or conveyance law of the
United States, any state, territory, possession or
the District of Columbia, applicable to the Debtors
or Search; and (iii) deemed
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to have been transferred under the Plan without
subjecting the Debtors, Search, the Noteholders'
Trustee and the Litigation Trustee to any liability
to a creditor or party-in-interest of the Debtors'
Estates by reason of such transfer under the laws of
the United States, any state, territory, possession
or District of Columbia based, in whole or in part,
directly or indirectly, on any theory of law
including, without limitation, any theory of
transferee or successor liability.
H. In accordance with the provisions of the Plan and
Sections 365 and 1123(b)(2) of the Bankruptcy Code,
the deemed rejection of executory contracts and
unexpired leases shall be, and hereby is, approved in
all respects. Only those executory contracts or
unexpired leases which each Debtor has assumed prior
to the date of this Order or with respect to which a
motion to reject is pending are not deemed rejected.
I. All persons having Claims arising from the rejection
of executory contracts or unexpired leases shall have
ten (10) days after the earlier of the entry of this
Order or, if applicable, entry of a Final Order
rejecting such executory contract or unexpired lease
within the meaning of Section 365 of the Bankruptcy
Code to file such Claims.
J. All Noteholders that failed timely to elect a Plan
Option are deemed to have elected the Search Equity
Option.
K. Objections to proofs of claim against the Debtors'
Estates may be filed (by the Debtors, the Creditors'
Committee or other parties in interest in
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accordance with the Bankruptcy Code) for a period of
thirty (30) days after the Effective Date, unless
otherwise ordered by this Court.
L. The Creditors' Committee shall cease to exist upon
the earlier to occur of (a) ninety (90) days after
the Effective Date or (b) Substantial Consummation of
the Plan. Neither Search nor the Noteholders' Trust
shall be obligated to pay fees of the Creditors'
Committee professionals for services rendered or
costs incurred beyond ninety (90) days after the
Effective Date.
M. Prior to the Effective Date, the Debtors shall
deposit in a new separate interest-bearing account,
the amount of $2,000,000 or such additional amount as
is estimated to be sufficient to pay all
administrative, priority tax, and priority non-tax
Claims, including those of the professionals in the
Cases. The account shall not be subject to any lien,
claim or security interest created by Search or any
other party. The distribution of such funds shall be
made only upon Court order approving such
administrative, priority tax and priority non-tax
Claims. Any amounts remaining in such account
following the final disposition of all
administrative, priority tax and priority non-tax
Claims shall be returned to the Debtors in the
pro-rata amount corresponding to the amount such
Debtor contributed to the payment of such
administrative, priority tax and priority non-tax
Claims. All such amounts returned to the Debtors
pursuant hereto shall then be transferred to Search
or the Noteholders' Trust in an amount corresponding
to those Noteholders electing the Search Equity
Option for the former and the Collateral Option for
the
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latter. On the Effective Date, the Debtors shall
each transfer their proportionate share of $350,000
to the Litigation Trust as provided in Section 9.03
of the Plan.
N. A copy of this Order shall be sent to all creditors
of the Debtors and the cost of doing so shall be an
expense of administration of the Estates.
O. This Court hereby retains, after the date hereof,
jurisdiction:
1. To determine all controversies relating to or
concerning the classification, allowance or
satisfaction of Claims;
2. To liquidate all disputed, contingent or
unliquidated Claims;
3. To determine any and all application for the
rejection or assumption and\or assignment, as
the case may be, of executory contracts and
unexpired leases to which any of the Debtors
are party or with respect to which any of the
Debtors may be liable, and to determine and,
if necessary, to liquidate, any and all
Claims arising therefrom;
4. To determine any and all applications,
adversary proceedings, and contested or
litigated matters properly before the Court,
including, without limitation, any proceeding
commenced for the purposes of avoiding,
recovering or preserving for the benefit of
the Estates any transfer of property,
obligation incurred by the Debtor, lien or
set-off;
5. To determine any dispute arising under the
Plan and to make such orders as are necessary
or appropriate to carry out the provisions of
the Plan;
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6. To grant extensions of any deadlines set
herein;
7. To hear and determine all requests for
compensation and/or reimbursement of expenses
which may be made after Confirmation;
provided, however, this paragraph shall not
be construed as limiting the Debtors' ability
to pay their attorneys and other
professionals for services performed after
the Confirmation Date, including services
performed in connection with the Cases;
8. To enforce all provisions of the Confirmation
Order;
9. To hear and determine all issues with respect
to the accounts, if any, filed by the
Noteholders' Trustee and the Litigation
Trustee;
10. In addition, and at any time, the Court may
make such orders or give such direction as
may be appropriate under Sections 105 or
1142 of the Bankruptcy Code;
11. If the need arises, to enforce the rights of
Noteholders to receive cash dividends and
elect a supermajority of board of directors
under the terms of the Plan;
12. To enter and implement such orders as may be
appropriate in the event the Confirmation
Order is for any reason stayed, revoked,
modified, reversed, or vacated;
13. To enter and implement such orders as may be
necessary or appropriate to execute,
interpret, implement, consummate, or enforce
the Plan and the transactions contemplated
thereunder;
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14. To consider any modification of the Plan
pursuant to Section 1127 of the Bankruptcy
Code, to cure any defect or omission, or
reconcile any inconsistency in any order of
the Bankruptcy Court, including, without
limitation, the Confirmation Order;
15. To recover all assets of the Debtors and
property of the Estates, wherever located;
16. To hear and determine matters concerning
state, local, and federal taxes in accordance
with Sections 346, 505, and 1146 of the
Bankruptcy Code;
17. To hear and determine any settlements
submitted pursuant to Fed. R. Bankr. P. 9019
proposed by the Interim Litigation Trustee or
by the Litigation Trustee, if appointed
thereafter;
18. To hear and determine any other matter not
inconsistent with the Bankruptcy Code and
title 28 of the United States Code that may
arise in connection with or related to the
Plan; and
19. To enter a final decree closing the Chapter
11 Cases.
P. The Effective Date shall not occur unless and until
all of the conditions precedent set forth in Section
5.02 of the Plan have occurred or been satisfied.
Q. Each and every federal, state, commonwealth, local,
foreign or other governmental agency or department is
hereby directed to accept any and all documents and
instruments necessary, useful or appropriate to
effectuate, implement or consummate the transactions
contemplated by the Plan or this Order.
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R. The Debtors, Search, Texas Commerce Bank, N.A. as
Indenture Trustee or custodian (collectively, the
"Indenture Trustee"), and their respective officers,
directors, agents and employees, be, and they hereby
are, required, authorized and empowered to issue,
execute and deliver such documents and instruments
and to take such actions as may be necessary to carry
out the Plan and the actions authorized by this
Order, including, without limitation, such actions
necessary to assign, transfer and convey to the
Noteholders' Trust, to the Litigation Trust and to
Search, the Debtors' assets which are being assigned,
transferred and conveyed pursuant to the Plan and to
acknowledge satisfaction and discharge of the
Indentures and the Memoranda.
S. The fees, costs, and out-of-pocket expenses,
including attorneys' fees of the Indenture Trustee,
including without limitation such fees, costs, and
expenses incurred prior to the Petition Date are
Administrative Claims in the Cases, subject to review
of this Court as to their reasonableness.
T. On the Effective Date, the Debtors shall execute the
Litigation Trust Agreement and Noteholders' Trust
Agreement in substantially the forms thereof filed as
Plan Documents together with such changes thereto as
are acceptable to the Debtors and the Creditors'
Committee, which Litigation Trust Agreement and
Noteholders' Trust Agreement are hereby approved in
all respects.
U. The Litigation Trust is the "successor" to the
Debtors for purposes of Section 1145(a)(1) of the
Bankruptcy Code, but only with respect to the Estate
Claims under Section 9.04 of the Plan and not for any
other purpose.
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V. Pursuant to Section 1123(b)(3)(B) of the Bankruptcy
Code and Section 9.04 of the Plan, the Litigation
Trust shall be the representative of both the
Debtors' Estates and the Assigning Noteholders for
purposes of pursuing any Estate Claims or Individual
Claims, as the case may be, in accordance with the
terms of the Plan; notwithstanding the foregoing, any
potential cause of action that is assigned to the
Litigation Trust shall be subject to any rights of
set-off or other defenses as existed immediately
prior to such assignment except as otherwise provided
in this Order.
W. If a Noteholder did not check the Non-Assignment
Election on the Ballot or if a Noteholder did not
return a Ballot, the Noteholder will be deemed to
have assigned his Individual Claims to the Litigation
Trust. In the event a Noteholder did not return a
Ballot, this Order shall be deemed the operative
document for assignment of such Noteholder's
Individual Claims.
X. The Creditors' Committee or such members thereof as
determined by the Creditors' Committee are hereby
appointed as Interim Litigation Trustee with full
power and authority of the Litigation Trustee in
accordance with the terms of the Plan and the
Litigation Trust Agreement to take all actions with
respect to the Litigation Trust Assets (including but
not limited to negotiating and implementing
settlements of Estate Claims or assigned Individual
Claims) which could have been taken by the Litigation
Trustee for a period not to exceed ninety (90) days
after the Effective Date, at which time the
Litigation Trustee shall be appointed unless there
has been such substantial resolution of the
Litigation Trust Assets that the Interim Litigation
Trustee determines that dissolution of the Litigation
Trust and disbursement of the
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liquidated Estate Claims or assigned Individual
Claims is appropriate and such determination is
approved by this Court.
Y. Upon the Effective Date and thereafter, to the extent
requested by the Noteholders' Trustee or Noteholders'
Trust Committee, Mr. Robert Idzi or other appropriate
officer of the Debtors, shall execute on their
behalf, powers of attorney in substantially the same
form as attached as Exhibit "D" to the Noteholders'
Trust Agreement in favor of the Noteholders' Trustee
or Noteholders' Trust Committee in order to deal in
all respects with the Collateral(3) and all related
title, contract or other rights. Such powers of
attorney for each Debtor shall fully authorize the
Noteholders' Trustee or Noteholders' Trust Committee
to execute appropriate documents to, among other
things, (a) assign all right, title and interest in
the Collateral to the Noteholders' Trust, or if
appropriate, a Successful Bidder or (b) have all or a
portion of the Collateral serviced under new contract
arrangements with a New Servicer.
Z. All rights of holders of Claims or Interests of all
classes under the Plan, including, without
limitation, the right to receive distributions on
account of such Claims or Interests, hereafter shall
be limited solely to the right to receive such
distributions
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(3) Collateral shall mean: (i) cash (including existing sinking fund
accounts, other than that set aside for payment of Administrative
Claims in accordance with paragraph M hereof); (ii) automobile
loans and related contract rights and insurance proceeds, together
with underlying future streams of cash that secure the Notes; (iii)
repossessed automobiles, related rights and pending liquidation
proceeds; (iv) charge-offs and inactive automobile loan contracts;
and (v) all other assets of the Debtors not dealt with in the Plan
that are attributable to Noteholders.
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exclusively as provided in the Plan, and after the
date hereof, the holders of such Claims or Interests
shall have no other or further rights against the
Debtors.
AA. The Noteholders' Trust Committee created under the
Noteholders' Trust Agreement shall include initially
representatives of The Boston Company (William
Reilly), Rousseau Mortgage Corp. (Ted Louie) and
Accredited Investors, Inc. (Duel Glass) who
collectively shall act as the initial Noteholders'
Trustee, with the right to employ Mr. Stephen Fisher
of 6054 Northwood, Dallas, Texas 75225 as either a
consultant to the Noteholders' Trustee or to act as
the Noteholders' Trustee and be paid such
compensation as the Noteholders' Trust Committee
deems appropriate under the circumstances taking into
account the value of the Collateral, the Noteholders'
Trustee's need to preserve it for the benefit of all
beneficiaries of the Noteholders' Trust and to effect
a sale, collection of underlying automobile loan
accounts through a New Servicer, or other Collateral
disposition attributable to those Noteholders having
selected the Collateral Option under the Plan.
BB. Through and beyond the Effective Date, Search will
permit interested parties, subject to entering into
appropriate confidentiality agreements, to perform
appropriate due diligence with respect to the
Collateral and each Debtor's and Search's records
pertaining thereto in order to reduce, if
appropriate, their bids to a definitive written
contract for servicing or sale with respect to those
Noteholders having selected the Collateral Option.
The Collateral attributable to Noteholders having
selected the Collateral Option will be segregated as
of the Confirmation Date on the books and records of
Search, on a Debtor-by-Debtor basis, until a sale of
the Collateral is
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achieved, transfer to a New Servicer is arranged or
other disposition occurs. Search will permit an
authorized representative of the Noteholders' Trust
to, during normal business hours, inspect and make
copies of the records, documents, and computer
records concerning such segregated Collateral.
CC. The proportionate amount of all cash, deposits and
funds in any accounts held by or for the benefit of
the Debtors which is determined to be allocated to
the Noteholders' Trust shall be transferred to the
Noteholders' Trustee on the Effective Date, which
monies shall be maintained exclusively for the
purposes set forth in the Plan.
DD. Pending transfer of the Collateral attributable to
Noteholders having selected the Collateral Option,
Search will continue servicing such Collateral for so
long as requested by the Noteholders' Trust Committee
or the Noteholders' Trustee for the same
consideration and under the same terms as provided
under the Servicing Agreements. Search's employees,
officers, directors, consultants and other personnel
shall assist in the orderly transition of the
Collateral attributable to Noteholders having
selected the Collateral Option to either the
Noteholders' Trust, New Servicer, or Successful
Bidder in a timely, meaningful and cooperative
manner.
EE. The allocation of Collateral to Search and to the
Noteholders' Trust, as determined by Boston Portfolio
Advisors, Inc., the Collateral Consultant appointed
as contemplated by the Plan, based upon the criteria
set forth in Exhibit "E" to the Noteholders' Trust
Agreement, shall be agreed upon by Search and the
Noteholders' Trust, or absent such agreement
determined by this Court and thereafter shall be
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binding upon Search and the Noteholders' Trust, and
all other parties in interest under Section 1141 of
the Bankruptcy Code.
FF. Any judgment at any time obtained, to the extent that
such judgment is a determination of the personal
liability of the Debtors, Search, the Litigation
Trust or the Noteholders' Trust with respect to any
discharged debt, whether or not discharge of such
debt is waived, be, and it is hereby void.
GG. This Order shall forever bar Claims for contribution,
reimbursement, subrogation or indemnity against the
Debtors or the Litigation Trust and their successors
by any holder of an indemnity Claim or any Person or
entity who was named as a defendant, who could have
been named as a defendant, or who otherwise may claim
contribution, reimbursement, subrogation or indemnity
rights in the future against a Debtor in connection
with the facts and Claims asserted, or that could
have been asserted within the scope of any lawsuit
that was pending or could have been pending on the
Effective Date.
HH. The Plan and its provisions shall bind the Debtors,
any entity acquiring property under the Plan, and any
Creditors, their agents, employees, officers,
directors and other representatives, whether or not
the Claim or Interest of such Creditors or Interest
Holders is impaired under the Plan and whether or not
such Creditors or Interest Holders have accepted the
Plan.
II. All of the Debtors' Creditors and Interest Holders
are hereby permanently enjoined pursuant to Section
524 and precluded from (a) asserting, commencing or
continuing in any manner any action against the
Debtors, for recovery of any debt, Claim or Interest
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against the Debtors' assets or properties, or any
other or further debt or Claim, right or Interest
based upon any documents, executory contracts,
unexpired leases, instrument or act, omission,
transaction or other activity of any kind or nature
that occurred prior to the Confirmation Date, (b) the
enforcement, attachment, collection or recovery, by
any manner or means of any judgment, award or decree
or order against any of the Debtors or any property
or assets of any of the Debtors, (c) creating,
perfecting or enforcing any encumbrance or
contractual right of any kind against the Debtors
which arises from or is related to any fact in
existence prior to the Confirmation Date, (d)
asserting any set-off, right of subrogation or
recoupment of any kind against any obligation due the
Debtors and (e) any action, in any manner, in any
place whatsoever, that does not conform to or comply
with the provisions of the Plan.
JJ. In accordance with Section 1141(d) of the Bankruptcy
Code, the Debtors are hereby discharged of and from
any and all debts, Claims and Interests of any nature
whatsoever against the Debtors and their respective
Estates that arose or could have been asserted
against any or all of them before the Effective Date,
including, without limitation, any claim which in any
way arises from their supervision, operation,
control, ownership or contemplated conveyance of
property of any of the Debtors or is based upon any
asserted environmental protection law or cause or
action arising from the same, and any debt or Claim
of a kind specified in Sections 502(g), 502(h) or
502(i) of the Bankruptcy Code, whether or not (i) a
proof of claim based on such a debt is filed or
deemed filed under Section 501 of the Bankruptcy
Code, (ii) such Claim is
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allowed under Section 502 of the Bankruptcy Code, or
(iii) the holder of such Claim has accepted the Plan.
KK. The Debtors, Search, members of the Creditors'
Committee, and their affiliates, directors, officers,
employees, attorneys, agents, financial advisors, or
other representatives, and any or all of their
assigns, shall hereby be mutually released and
discharged each from the others, from any
post-petition Claims arising in connection with the
Chapter 11 Cases. Neither the Debtors, the Creditors'
Committee, nor any of their respective members,
officers, directors, employees, agents, attorneys or
other professionals shall have or incur any liability
to any holder of a Claim or Interest or any other
Person or entity for any act, event, or omission in
connection with, or arising out of the Chapter 11
Cases (including the activities and deliberations of
the Creditors' Committee), or in connection with the
Confirmation of the Plan, the negotiations for and
the motions to approve any third party settlements
prior to Substantial Consummation which are approved
pursuant to Fed. Bankr. R. P. 9019(a), the
consummation of the Plan, the administration of the
Plan or the property to be distributed under the
Plan, except for willful misconduct or gross
negligence.
LL. Pursuant to Section 1145(a) of the Bankruptcy Code,
the issuance of the Common Stock, Convertible
Preferred Stock and Warrants pursuant to the Plan to
holders of Allowed Claims, and the subsequent
exercise of the Warrants to purchase the securities
issuable thereunder or the conversion of the
Convertible Preferred Stock into the underlying
Common Stock (collectively "Plan Securities") by such
holders or their transferees shall be exempt from
registration under the Securities Act of 1933, as
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amended; any state or local law requiring
registration under the Securities Act of 1933, as
amended; and any state or local law requiring
registration for offer or sale of a security or
registration or licensing of an issuer or underwriter
of, or broker or dealer in, a security. All such
securities to be so issued shall be freely
transferable by the initial recipients thereof,
except for any such securities received by an
underwriter within the meaning of Section 1145(b) of
the Bankruptcy Code, subject to any restriction
contained in the terms of such securities themselves,
in the Plan, or in the Plan Documents.
MM. Pursuant to Section 1146 of the Bankruptcy Code, the
issuance, distribution, transfer or exchange of the
Plan Securities, and the creation, modification,
consolidation, recording, making or delivery of any
instrument of transfer (including deeds, security
agreements, financing statements and other
instruments of transfer) or the making, assignment or
recording of any document required in order to
implement the transactions set forth in the Plan or
the provisions respecting the vesting of the
Collateral in the Noteholders' Trust and Search set
forth in Sections 4.03 and 4.04 of the Plan or
otherwise required in order to effectuate, implement
or consummate the Plan or this Order, shall not be
subject to any tax under any law imposing a document
recording tax, intangibles or other similar tax,
mortgage tax, stamp tax or similar tax, and the
appropriate governmental officials or agents shall
be, and hereby are, directed to forego the collection
of any such tax and to accept for filing and
recordation any of the foregoing instruments without
the payment of any such tax.
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NN. The Convertible Preferred Stock and Common Stock to
be issued to the Noteholders that elected the Search
Equity Option shall equal the percentage (which is
the product of .75 times a fraction the numerator of
which is the Allowed Noteholder Secured Claims of
Noteholders that selected or were assigned the Search
Equity Option and the denominator of which is all
Allowed Noteholder Secured Claims) on a fully diluted
basis of the value of all shares of Convertible
Preferred Stock, Common Stock, Warrants, outstanding
12% Search Preferred Stock, existing Search Common
Stock, other warrants and stock options, and rights,
then outstanding, issued or agreed to be issued by
Search. The calculation made pursuant to this
paragraph NN and Section 4.03 of the Plan shall be
determined by agreement of Alex. Brown & Sons, as
financial advisor for Search and Gordian Group, L.P.
as financial advisor for the Creditors' Committee, or
absent such agreement by this Court.
OO. Search will amend by the Effective Date its
Certificate of Incorporation and bylaws as provided
for in Section 6.07 of the Plan.
DATED: March 4, 1996.
ORIGINAL SIGNED BY
/s/ ROBERT C. MCGUIRE
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ROBERT C. McGUIRE
CHIEF UNITED STATES BANKRUPTCY JUDGE
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