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Exhibit 2.3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
IN RE: )
)
RIO GRANDE, INC., ) CASE NO. 98-55619-C
RIO GRANDE DRILLING, COMPANY, ) CASE NO. 98-55620-C
RIO GRANDE OFFSHORE, LTD., ) CASE NO. 98-55621-K
RIO GRANDE DESERT OIL COMPANY, ) CASE NO. 98-55622-C
RIO GRANDE GULFMEX, LTD., ) CASE NO. 98-55623-C
)
Debtors. ) Jointly Administered
) Under Case No. 98-55619-C
)
) Chapter 11
FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING ORDER
CONFIRMING FIRST AMENDED JOINT CHAPTER 11 PLAN OF
REORGANIZATION OF RIO GRANDE, INC., RIO GRANDE DRILLING
COMPANY, RIO GRANDE DESERT OIL COMPANY,
RIO GRANDE OFFSHORE, LTD., AND RIO GRANDE GULFMEX, LTD.
DATED JANUARY 25, 1999, AS MODIFIED MARCH 4, 1999
Rio Grande, Inc. ("RGI"), Rio Grande Drilling Company ("RGD"), Rio
Grande Desert Oil Company ("Desert"), Rio Grande Offshore, Ltd. ("Offshore"),
and Rio Grande GulfMex, Ltd. ("GulfMex," and together with RGI, RGD, Desert, and
Offshore, the "Debtors"), as debtors and debtors-in-possession,(1) having filed
with the Court the
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(1) References herein to the Debtors shall be deemed to refer to the Debtors in
the above-referenced bankruptcy cases, to the extent the context of such
reference applies to a time period prior to the Effective Date, and shall be
deemed to refer to the Reorganized RGI, to the extent the context of such
reference applies to a time period on or after the Effective Date.
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First Amended Joint Plan of Reorganization of Rio Grande, Inc., Rio Grande
Drilling Company, Rio Grande Desert Oil Company, Rio Grande Offshore, Ltd., and
Rio Grande GulfMex, Ltd., Dated January 25, 1999 (together with the March 4,
1999 modifications and any and all modifications and supplements thereto as of
the date hereof, the "Plan") under Chapter 11 of Title 11 of the United States
Code (the "Bankruptcy Code"); and the First Amended Disclosure Statement to
First Amended Joint Plan of Reorganization, Dated January 25, 1999 (the
"Disclosure Statement"), having been filed with and approved by the Court,
pursuant to an Order entered January 25, 1999 (the "Disclosure Statement
Order"), as containing "adequate information" pursuant to section 1125 of the
Bankruptcy Code; and copies of (a) the Plan [prior to the March 4, 1999
modifications], (b) the Disclosure Statement, (c) the Disclosure Statement Order
(without exhibits), and (d) a Ballot (only for those "impaired" Creditors(2)
entitled to vote on the Plan), having been transmitted to all Creditors, the
United States Trustee, and other parties-in-interest entitled to receive same
pursuant to the Disclosure Statement Order and applicable law and rules; and
copies of the Disclosure Statement Order (with exhibits) and a certain specially
approved "Notice Regarding First Amended Joint Chapter 11 Plan of
Reorganization" having been transmitted to all of the holders of record of the
RGI Common Stock pursuant
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(2) Capitalized terms used in these Findings and Conclusions and not otherwise
defined shall have the respective meanings ascribed to such terms in the Plan
and/or Disclosure Statement.
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to the Disclosure Statement Order; and copies of the Disclosure Statement Order
(without exhibits) and a specially approved "Notice Regarding First Amended
Joint Chapter 11 Plan of Reorganization" having been transmitted to all of the
royalty interest and working interest owners listed in the Debtors' Schedules A
or G and to all parties to executory contracts and unexpired leases as listed on
the Debtors' Schedules A or G pursuant to the Disclosure Statement Order; and
the Disclosure Statement Order having fixed (a) February 22, 1999 at 5:00 p.m.,
Central Standard Time, as (i) the last date by which any objections to
confirmation of the Plan (the "Objections") were required to be filed with the
Court and received by the Debtors, and (ii) the last date by which Ballots, if
applicable, were required to be received by the Debtors in order to be
considered as acceptances or rejections of the Plan, and (b) March 4, 1999 at
3:30 p.m., Central Standard Time, as the date and time for the commencement of
the hearing pursuant to sections 1128 and 1129 of the Bankruptcy Code (the
"Confirmation Hearing") to consider confirmation of the Plan and any Objections
thereto; and due notice of the Confirmation Hearing and the date by which
Objections must have been filed and served having been given in accordance with
the terms of the Disclosure Statement Order; and the Confirmation Hearing
having been held before the Court commencing on March 4, 1999; and the parties
having appeared for submission of the Findings of Fact and Conclusions of Law
("Findings and Conclusions") and an Order Confirming the First Amended Joint
Plan of Reorganization of Rio Grande,
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Inc., Rio Grande Drilling Company, Rio Grande Desert Oil Company, Rio Grande
Offshore, Ltd., and Rio Grande GulfMex, Ltd., Dated January 25, 1999, as
Modified March 4, 1999 ("Order") on March 4, 1999; and the Court having
considered all Objections which have not been withdrawn; and upon all
consideration of the record of the Confirmation Hearing, the Court makes the
following Findings of Fact and Conclusions of Law:
FINDINGS OF FACT
1. On November 12, 1998 (the "Petition Date"), each of the Debtors
filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
On the same date, this Court entered orders directing the joint administration
of all of the Chapter 11 Cases under Case No. 98-55619-C, In re Rio Grande, Inc.
Since the Petition Date, the Debtors have continued to operate their businesses
and manage their assets as debtors-in-possession pursuant to sections 1107 and
1108 of the Bankruptcy Code.
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2. RGI is a Delaware corporation. RGI and its subsidiaries or
affiliates, RGD, Desert, Offshore and GulfMex, are in the business of acquiring,
producing, selling and developing oil and gas properties and businesses relating
to the foregoing, including exploring for, producing, transporting, marketing
and selling oil, natural gas and related hydrocarbons. RGI owns 100% of the
stock of RGD (a Texas corporation). RGD owns 100% of the stock of Desert (a
Nevada corporation). GulfMex is a Texas limited partnership owned 80% by
Offshore, as general partner, and 20% by three non-debtor limited partners.
Offshore is also a Texas limited partnership owned 98.75% by Desert, as limited
partner, and 1.25% by RGD, as general partner.
3. On November 2, 1998, (a) the Debtors, (b) EXCO Resources, Inc.
("EXCO"), the major secured creditor of the Debtors who bought its claims and
rights against the Debtors from Comerica Bank-Texas in a prepetition
transaction, and (c) Koch Exploration Company ("Koch"), the preferred
shareholder of RGI, entered into the Voting Agreement, a copy of which was
attached to the Plan as Exhibit "1." The Voting Agreement contemplated a
Financial Restructuring (therein so called) of the Debtors, through a Chapter 11
reorganization plan, and pursuant to certain terms and conditions that were set
forth in the Voting Agreement.
4. In accordance with the Voting Agreement, on December 11, 1998, the
Debtors filed the Joint Plan of Reorganization of Rio Grande, Inc., Rio Grande
Drilling
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Company, Rio Grande Desert Oil Company, Rio Grande Offshore, Ltd., and Rio
Grande GulfMex, Ltd., and an accompanying Disclosure Statement, which plan and
disclosure statement were thereafter amended on January 25, 1999, and the plan
subsequently amended on March 4, 1999.
5. The Plan provides for the merger on the Effective Date, without
further action or consent under applicable State law of any shareholders,
partners or Board of Directors of any merging entity of RGD, Desert and Offshore
with and into RGI and further provides that, upon such merger, the Reorganized
RGI will own and have the right to dispose of all of the assets of RGI, RGD,
Desert, and Offshore, including the 80% general partnership interest of GulfMex,
that currently belongs to Offshore. Any officer of each Debtor shall be
authorized to take such actions and execute such instruments necessary to
complete the above-described mergers.
6. The Plan provides, with regard to all Allowed Claims except for
those of EXCO, Koch and intercompany Claims, for their payment (a) in Cash, in
full, on the later of (i) the Effective Date (which date is defined as the first
Business Day after which the Confirmation Order becomes a Final Order) or (ii)
eleven (11) days after the date any Claim becomes an Allowed Claim, or (b) on
such other terms as are acceptable to the holder of any Claim, in full
satisfaction of the Claims.
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7. With regard to Priority Tax Claims, the Plan provides that the
Debtors have the option (in accordance with section 1129(a)(9)(C) of the
Bankruptcy Code) to issue any holder of any such Claim a promissory note in the
amount of such Claim, the principal of which shall be paid in full on a date six
(6) years after the date of assessment of such Claim, with interest payable
semiannually at the rate of 5%.
8. With regard to EXCO, the Plan provides for it to have an Allowed
Secured Claim in the amount of $13,127,666.06, plus its prepetition interest,
and for it to be satisfied in full by delivery, on the Effective Date, of all of
the new common stock of the Reorganized RGI, constituting 100% of the equity
ownership of Reorganized RGI free and clear of all liens, claims and
encumbrances.
9. With regard to Koch, the Plan provides for its Preferred Stock
Interests (as well as all rights and dividends associated therewith) to be
canceled and retired and for Koch to receive as its sole consideration under the
Plan an option to acquire up to 24.5% of the working interest owned by the RGI
Group in the Righthand Creek Properties in exchange for $698,250.00 from Koch
(with such option price to be adjusted downward proportionately if Koch should
choose to acquire less than 24.5%).
10. With regard to intercompany Claims, the Plan provides that they
shall receive no consideration and shall be deemed discharged in full.
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11. With regard to the Limited Partnership Interests in GulfMex, the
Plan provides that if any Limited Partnership Interest holder contributes
capital in the form of Cash in an amount equal to his pro rata share of 20% of
the prepetition Claims against GulfMex, then such Interest holder will retain
his Interests in GulfMex and his Limited Partnership Interests will be deemed
unaltered. However, if any Interest holder chooses not to make such a capital
contribution, then his Limited Partnership Interests will be canceled as of the
Effective Date.
12. The Plan provides for the cancellation and retirement, as of the
Effective Date, of the existing Common Stock of RGI (and any and all rights or
Claims associated therewith), and the holders of such Common Stock will receive
no distribution or consideration of any kind on account of their Common Stock
Interests in RGI.
13. The classifications and treatments for Claims are set forth in
Articles II, III and V of the Plan, and the Plan implementation procedures are
set forth in Article VII of the Plan, and the same comply with the applicable
provisions of the Bankruptcy Code and Rules, including sections 1122, 1123, and
1129, and are reasonable and appropriate.
14. The Plan, as required by section 1123 of the Bankruptcy Code:
a. designates, subject to section 1122, classes of Claims,
other than Claims of a kind specified in section 507(1)(1), 507(a)(2) or
507(a)(8), and classes of Interests;
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b. specifies every class of Claims or Interests that is not
impaired under the Plan;
c. specifies the treatment of any class of Claims or Interests
that is impaired under the Plan;
d. provides the same treatment for each Claim or Interest of a
particular class, unless the holder of a particular Claim or Interest agrees to
a less favorable treatment of such particular Claim or Interest;
e. provides adequate means for the Plan's implementation;
f. provides that the Reorganized Debtor's charter shall include
a provision prohibiting the issuance of nonvoting equity securities; and
g. contains only provisions that are consistent with the
interests of Creditors and equity security holders and with public policy with
respect to the manner of selection of any officer, director, or trustee under
the Plan and any successor to such officer, director, or trustee.
15. The Plan complies with the applicable provisions of Title 11, and
the Debtors have complied with the applicable provisions of Chapter 11, as
required by sections 1129(a)(1) and (2) of the Bankruptcy Code.
16. The Plan has been proposed in good faith and not by any means
forbidden by law as required by section 1129(a)(3) of the Bankruptcy Code.
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17. Any payment made or to be made by the Debtors, for services or for
costs and expenses in or in connection with the Case, or in connection with the
Plan and incident to the Case, has been approved by, or is subject to the
approval of the Court as reasonable, as required by section 1129(a)(4) of the
Bankruptcy Code.
18. As required by section 1129(a)(5) of the Bankruptcy Code, the
Debtors have disclosed (in their "Plan Documents," as defined in the Plan) the
identity and affiliations of the individuals proposed to serve, after
confirmation of the Plan, as the directors and officers of the Reorganized
Debtors, and the continuance of these individuals in such capacities is
consistent with the interests of Creditors and equity security holder and with
public policy. Additionally, the Debtors have disclosed the identity of any
insider that will be employed or retained by the Reorganized Debtor, and the
nature of any compensation for such insider (in Exhibits "2" and "3" to the
Plan).
19. The Plan does not provide for a "rate change" as contemplated by
section 1129(a)(6) of the Bankruptcy Code.
20. As required by section 1129(a)(7), with respect to each "impaired"
Class of Claims or Interests, each holder of a Claim or Interest of such Class
has either accepted the Plan or will receive or retain under the Plan, on
account of such Claim or Interest, property of a value, as of the Effective
Date, that is not less than the amount such holder would so receive or retain if
the Debtors were liquidated in Chapter 7. First, Classes 1, 5
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and 6 are "impaired" and all holders of Claims in those Classes that voted,
voted to accept the Plan. Second, Classes 2, 3 and 4 are not "impaired," so
section 1129(a)(7) does not apply. Finally, Classes 7 (Common Stock Interests in
RGI) and 8 (intercompany Claims) are "impaired" and are deemed to reject the
Plan, pursuant to section 1126(g) (and thus were not solicited), since they are
receiving no consideration under the Plan, but these Classes would receive no
consideration in a Chapter 7 liquidation since there would be insufficient
assets in these cases to even pay general unsecured creditors in full.
Therefore, the provisions of section 1129(a)(7) are met with regard to the Plan.
21. The Plan, together with all modifications and amendments thereto,
has been accepted by all Creditors who were entitled to vote pursuant to section
1126 and no further acceptance or solicitation is required. The vote with
respect to the Plan was set forth in the confirmation exhibits and is
incorporated and adopted herein by reference.
22. The Plan complies with section 1129(a)(9) of the Bankruptcy Code
since the holders of the type Claims specified in that section will receive cash
in the allowed amounts of their Claims on the Effective Date, unless a holder
agrees to different treatment.
23. The Plan does not comply with section 1129(a)(8) of the Bankruptcy
Code since not every impaired class of Creditors or Interest holders has
accepted the Plan (Classes 7 and 8 are deemed to reject, under section 1126(g),
since not receiving or
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retaining any property). However, the Plan complies with section 1129(a)(10) of
the Bankruptcy Code since at least one Class of Claims that is impaired under
the Plan has accepted the Plan, determined without including any acceptance of
the Plan by any insider.
24. The Court finds that the Plan is feasible. Confirmation and
consummation of the Plan is not likely to be followed by the liquidation, or the
need for further financial reorganization, of the Debtors or any successor of
the Debtors under the Plan, and accordingly, the Plan complies with section
1129(a)(11) of the Bankruptcy Code. The structure of the Plan and mechanisms for
implementation of the Plan are reasonable and appropriate.
25. All fees payable to date under 28 U.S.C. Section 1930 have been
paid, and the Plan provides for the payment of all such fees in accordance with
Public Law 104-99, in compliance with section 1129(a)(12) of the Bankruptcy
Code. In response to the Objection filed by the U.S. Trustee, the Debtors have
proposed a Plan modification to Section 12.5 of the Plan that would read as
follows: "The Debtors (or Reorganized RGI) shall pay U.S. Trustee quarterly
fees owed on or before the Effective Date. 11 U.S.C. Sec. 1129(a)(12). After
confirmation, the Debtors or Reorganized RGI shall timely pay post-confirmation
U.S. Trustee quarterly fees to the U.S. Trustee until a final decree is entered
or the case is converted or dismissed. 28 U.S.C. Sec. 1930(a)(6). The Debtors
or Reorganized RGI
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shall file with the Court and serve on the U.S. Trustee quarterly financial
reports in a format prescribed by the U.S. Trustee until the case is closed."
This modification is reasonable and appropriate and the Plan shall be deemed so
modified.
26. Section 1129(a)(13) of the Bankruptcy Code is not applicable to the
Plan as there are no retiree benefits at issue with respect to the Debtor.
27. The Plan does not discriminate unfairly, and is fair and equitable,
with respect to each Class of Claims or Interest that is impaired under, and has
not accepted, the Plan (that is, Classes 7 and 8).
28. The Debtors have complied with all solicitation requirements of the
Disclosure Statement Order and the Court finds that solicitation in connection
with the Plan (as set forth in the introductory paragraph of these Findings and
Conclusions) was fair and appropriate and in accordance with the Bankruptcy Code
and the Bankruptcy Rules.
29. The Plan provides for the assumption by the Debtors of various
executory contracts and leases and the rejection of certain others. The Debtors'
assumption and/or rejection, as the case may be, of the executory contracts and
leases, in the context of the Plan taken as a whole, reflects the Debtors' sound
business judgment and is reasonable and in the best interests of the estates.
30. The Limitations of Liability set forth in Section 11.1A. of the
Plan are reasonable and appropriate as to the "Exculpated Persons" named in that
Section.
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However, the "Release Provisions" set forth in Section 11.1.B. of the Plan, as
to which the United States Trustee has filed an Objection, are, by agreement of
the parties to the Voting Agreement, stricken in their entirety (as are any
cross-references in the Plan to Section 11.1.B). Section 11.1.C is amended to
read "The Confirmation Order shall contain a permanent injunction to effectuate
the limitations of liability granted in Sections 11.1(A) of the Plan." With
these modifications, the Objection of the United States Trustee thereto is
sustained and the Plan shall be deemed so modified and such modification is
reasonable.
31. In response to the Objection filed by certain taxing authorities,
the Debtors have proposed a Plan modification to Article XI of the Plan that
would read as follows: "Notwithstanding any other provision of the Plan, any
Claim of any taxing authority in respect of 1999 ad valorem taxes (which taxes
will not be assessed or due until after the anticipated Effective Date of the
Plan) shall not be considered discharged or otherwise dealt with under the Plan,
and the bar date for Administrative Claims, set forth herein, shall be
inapplicable to the enforceability of any such Claim. Moreover, any otherwise
enforceable tax lien securing any Claim of any taxing authority in respect of
1999 ad valorem taxes shall not be considered released or otherwise dealt with
by the Plan, notwithstanding the language of Section 7.10 of the Plan." This
modification is reasonable and appropriate and the Plan shall be deemed so
modified.
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32. All securities to be issued by the Reorganized RGI pursuant to the
Plan are being issued in exchange for Claims against or Interest in the Debtors,
as contemplated by section 1145 of the Bankruptcy Code.
33. EXCO and Koch have stipulated that all documentation relating to
the Financial Restructuring are in a form and substance reasonably satisfactory
to EXCO and Koch and consistent with the terms of Exhibit "A" to the Voting
Agreement.
34. An Agreement Termination Event has not occurred.
35. The Plan provides that the Certificate of Incorporation of the
Reorganized RGI shall be amended to prohibit the issuance by Reorganized RGI of
non-voting capital stock as required by section 1123(a)(6) of the Bankruptcy
Code. The Certificate of Incorporation of Reorganized RGI shall also be amended
as necessary to implement the Plan, including the cancellation and retirement of
all capital stock then issued or outstanding. Such amendment shall be executed
and filed by any officer of Reorganized RGI without further action of the
stockholders or board of directors.
36. To the extent that any provision designated herein as a Finding of
Fact is more properly characterized as a Conclusion of Law, it is adopted as
such.
CONCLUSIONS OF LAW
A. This is a core proceeding within the meaning of 28 U.S.C. Section
157(b)(2)(L). This matter arises under title 11, and jurisdiction is vested in
this Court to enter a final
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order by virtue of 28 U.S.C. Section 1334(a) and (b), 28 U.S.C. Sections 151,
157(a) and (b)(1) and the Standing Order of Reference in this District. These
Findings of Fact and Conclusions of Law are being entered under Bankruptcy Rules
7052 and 9014.
B. The information contained in the Disclosure Statement and presented
at the Confirmation Hearing, along with the record in this Case, are sufficient
to enable parties in interest and the Court to make an informed judgment that
the Plan is feasible, is fair and equitable and does not discriminate unfairly
with regard to nonaccepting, impaired Classes, is in the best interest of all
parties in interest, and should be approved.
C. The Plan complies with the applicable provisions of the Bankruptcy
Code, as required by section 1129(a)(1) thereof, including sections 1122, 1123,
and all of the applicable provisions of section 1129(a), and should be approved.
D. The Debtors, as proponents of the Plan, have complied with the
applicable provisions of the Bankruptcy Code as required by section 1129(a)(2)
thereof.
E. Notice and distribution of the Plan and Disclosure Statement were
appropriate under all the circumstances and complied with the applicable
provisions of the Bankruptcy Code and the Bankruptcy Rules. The opportunity for
a hearing on these matters was full and adequate.
F. In accordance with section 1141 of the Bankruptcy Code, (a) the Plan
and each of its provisions, (b) all documents executed in connection with and
pursuant to the
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terms of the Plan, and (c) the Confirmation Order, shall be binding upon the
Debtors, each Person or entity acquiring or receiving property under the Plan,
each lessor or lessee of property to or from the Debtors, each holder of a Claim
against or equity Interest in the Debtors, whether or not the Claim or equity
Interest of such Creditor or equity Interest holder is impaired under the Plan
and whether or not such Creditor or equity Interest holder has filed, or is
deemed to have filed, a proof of Claim or equity Interest, and each party to
this Case, and irrespective of whether such provision of the Plan is
specifically mentioned or otherwise referred to in these Findings and
Conclusions or the Confirmation Order.
G. In accordance with section 1141 of the Bankruptcy Code, the
consideration distributed under the Plan shall be in exchange for and in
complete satisfaction, discharge, release, and termination of, all Claims of any
nature whatsoever against the Debtors or any of their assets; and, except as
otherwise provided herein or in the Plan, or the instruments or other documents
executed in connection with the Plan (and except with respect to obligations
which the Debtors are required to perform under the Plan), the Debtors shall be
discharged and released pursuant to section 1141(d)(1)(A) of the Bankruptcy Code
from any and all debts of the kind specified in section 502(g), 502(h) or 502(i)
of the Bankruptcy Code, whether or not (a) a proof of Claim based upon such debt
is filed or deemed filed under section 501 of the Bankruptcy Code; (b) a Claim
based upon
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such debt is allowed under section 502 of the Bankruptcy Code; or (c) the holder
of a Claim based upon such debt has accepted the Plan. The Confirmation Order
shall be a judicial determination, effective upon the occurrence of the
Effective Date, of discharge and termination of all liabilities of and all
Claims against the Debtors, except as expressly set forth, or provided for, in
the Plan, the instruments and other documents executed in connection with the
Plan, and the Confirmation Order. Every holder of any discharged debt or Claim
is permanently enjoined and precluded from asserting against the Debtors, the
Reorganized Debtor, or against their assets or properties, any other or further
Claim based upon any document, instrument or act, omission, transaction or other
activity of any kind or nature that occurred prior to the Effective Date, except
as expressly set forth, or provided for, in the Plan, the instruments and other
documents executed in connection with the Plan, and the Confirmation Order.
H. In accordance with section 524 of the Bankruptcy Code, the
Confirmation Order:
1. voids any judgment at any time obtained, to the extent that
such judgment is a determination of the personal liability of the Debtors with
respect to any debt or Claim discharged hereby; and
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2. operates as a permanent injunction against the commencement
or continuation of an action, the employment of process, or an act, to collect,
recover or offset any such debt or Claim discharged hereby as a personal
liability of the Debtors.
I. The Confirmation Order operates as a permanent injunction against
the commencement or continuation of, and the Reorganized Debtor shall be
permanently released and discharged from, any action or proceeding at law or in
equity (including without limitation any action or proceeding seeking
indemnification or contribution) including Claims related to or arising in the
Bankruptcy Case through the Effective Date.
J. The Confirmation Order operates as a permanent injunction against
the commencement or continuation of any action or proceeding at law or in equity
relating to any of the Claims described in Section 11.1.A. of the Plan.
K. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code, the
provisions of the Confirmation Order, the Plan, and all other instruments and
other documents executed and delivered pursuant to the Plan shall apply and be
enforceable notwithstanding any otherwise applicable nonbankruptcy law.
L. The Reorganized Debtor shall have the right, to the full extent
permitted by section 1142 of the Bankruptcy Code, to apply to this Court for an
order, notwithstanding any otherwise applicable nonbankruptcy law, directing any
appropriate entity to execute
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and deliver an instrument or perform any other act necessary to implement the
Plan or the provisions of the Confirmation Order.
M. Except as otherwise provided in the Plan or any other instrument or
document entered into in connection with the Plan, on and after the Effective
Date, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized
Debtor shall retain and may enforce any claims, rights and causes of action that
the Debtors or the Estates may hold against any entity, including, without
limitation, any claims, rights or causes of action arising under sections 544
through 551 or other sections of the Bankruptcy Code or any similar provisions
of state law, or any other statute or legal theory. The Reorganized Debtor or
its designee may pursue those rights of action, as appropriate, in accordance
with what is in the best interest of the Reorganized Debtor. No claims of the
Debtors against any Person or entity shall be discharged, released or
compromised pursuant to the Plan or the Confirmation Order except to the extent
provided for in the Plan and all other instruments and documents executed and
delivered pursuant to the Plan.
N. The Plan, as modified, and which modifications are reflected in
Findings of Fact Nos. 25, 30, and 31 herein, and all provisions thereof, are
hereby confirmed in all respects. The modifications to the Plan referred to
hereinabove comply with section 1127 of the Bankruptcy Code.
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O. To the extent any Objections have not been resolved or withdrawn
prior to entry of the Confirmation Order or are not cured by the relief granted
therein, all such Objections are overruled. All withdrawn Objections are deemed
withdrawn with prejudice.
P. Notwithstanding the entry of the Confirmation Order or the
occurrence of the Effective Date, this Court shall retain jurisdiction as is set
forth in Article XII of the Plan.
Q. The Confirmation Order shall be effective according to its terms
upon the entry thereof. The Confirmation Order is a final Order immediately
subject to appeal.
R. The Court's oral Conclusions of Law on the record at the
Confirmation Hearing are incorporated herein by reference.
S. The record of the Confirmation Hearing is closed.
T. To the extent that any provision designated herein as a Conclusion
of Law is more properly characterized as a Finding of Fact, it is adopted as
such.
DATED this 4th day of March, 1999.
/s/ LEIF M. CLARK
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HONORABLE LEIF M. CLARK
UNITED STATES BANKRUPTCY JUDGE
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