EXHIBIT 99.1
Case No. 03-35966-BKC-PGH
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
WEST PALM BEACH DIVISION
In re: Case No. 03-35966-BKC-PGH
REPTRON ELECTRONICS, INC., Chapter 11
Debtor.
__________________________/
ORDER CONFIRMING DEBTOR'S MODIFIED SECOND AMENDED PLAN OF
REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Reptron Electronics, Inc., (the "Debtor"), having filed its Second
Amended Plan of Reorganization dated December 17, 2003 (the "Plan") in
accordance with section 1121 of title 11 of the United States Code (the
"Bankruptcy Code"), and the Amended Disclosure Statement dated December 17, 2003
(the "Disclosure Statement") relating to the Plan; and the Court by Order dated
December 17, 2003 (the "Scheduling Order") having approved the Disclosure
Statement as containing adequate information; and the Scheduling Order having,
inter alia, (i) approved the procedures for the solicitation and tabulation of
votes to accept or reject the Plan, including the form of the ballots in
connection with such solicitation, (ii) established deadlines for voting on and
objecting to the Plan, and (iii) established January 14, 2004 at 9:30 a.m. as
the date for commencement of the hearing (the "Confirmation Hearing"), pursuant
to section 1129 of the Bankruptcy Code, to consider confirmation of the Plan;
and the transmittal of materials to holders of Claims and other parties in
interest, and the solicitation of acceptances from the holders of Claims in
Class 3 and Class 4 and Common Equity Interests in Class 5 having been made
within the time and manner required by the Scheduling Order; and an affidavit of
service having been filed with respect to the service of the notice of the
Confirmation Hearing; and all objections to confirmation of the Plan having been
withdrawn or overruled by the Court; and the
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Confirmation Hearing having been held on January 14, 2004, at which time the
Court considered confirmation of the Plan; and notice of the Confirmation
Hearing being deemed good and sufficient notice of the modifications of the
Plan, if any; and upon the entire record of the Debtor's chapter 11 case,
including, without limitation, the record made at the Confirmation Hearing; and
after due deliberation, the Court makes the following findings of fact and
conclusions of law:
FINDINGS OF FACT AND CONCLUSIONS OF LAW
A. Jurisdiction. This Court has jurisdiction over this chapter 11 case
and the subject matter of the Confirmation Hearing pursuant to 28 U.S.C.
Sections 157 and 1334. The Confirmation Hearing is a "core proceeding" pursuant
to 28 U.S.C. Section 157(b)(2) and this Court has jurisdiction to enter a final
order with respect thereto.
B. Notice. In accordance with, and as required by, the Scheduling Order,
the Debtor timely mailed or sent by overnight delivery notice of the date, time
and place for the Confirmation Hearing, and of the deadline and procedures for
filing objections to confirmation of the Plan upon the parties set forth in the
Scheduling Order. Any party in interest required to receive notice of the
Confirmation Hearing has received due, proper and adequate notice thereof. All
parties in interest had the opportunity to appear and be heard at the
Confirmation Hearing.
C. Solicitation and Voting Procedures. The procedures by which the
ballots were distributed to holders of Claims against the Debtor in Class 3 and
4 under the Plan and Common Equity Interests in the Debtor in Class 5 and by
which they were tabulated were fair, properly conducted and in accordance with
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the local rules
of this Court, the Scheduling Order and all other applicable laws, rules
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and regulations. The Debtor and the Creditors Committee solicited acceptances of
the Plan in good faith and in compliance with the applicable provisions of the
Bankruptcy Code. The Debtor and the Creditors Committee (and each of their
respective affiliates, agents, directors, officers, employees, investment
bankers, financial advisors, attorneys and other professionals) have
participated in good faith and in compliance with the applicable provisions of
the Bankruptcy Code in the offer and issuance of the securities under the Plan,
and therefore are not, and on account of such offer, issuance and solicitation
will not be, liable at any time for the violation of any applicable law, rule or
regulation governing the solicitation of acceptances or rejections of the Plan
or the offer and issuance of securities under the Plan.
D. Balloting Results. As evidenced by the Affidavit of Thomas R. Lehman,
P.A. Certifying the Ballots Accepting or Rejecting the Debtor's Second Amended
Plan of Reorganization attested to on January 13, 2004 (the "Ballot
Certification") certifying the method and results of the ballot tabulation, (i)
at least two-thirds in dollar amount and more than one-half in number of the
holders of Claims in Class 3 (Trade Vendor Claims) and Class 4 (General
Unsecured Claims), actually voting on the Plan, accepted the Plan, without
including the vote of insiders; and (ii) at least two-thirds in amount of the
holders of Common Equity Interests in Class 5 (Common Equity Interest), actually
voting on the Plan, accepted the Plan, without including the vote of insiders;
E. Reasonable Classification of Claims (11 U.S.C. Section 1122(a)). The
classification of Claims and Equity Interests in Article III of the Plan is
reasonable and necessary, and places Claims or Equity Interests in a particular
Class where such Claim or Equity Interest is
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substantially similar to the other Claims or Equity Interests of such Class, and
therefore the Plan satisfies the requirements of section 1122(a) of the
Bankruptcy Code.
F. Designation of Classes (11 U.S.C. Section 1123(a)(1)). The Plan
properly designates all Classes of Claims and Equity Interests, and therefore
the Plan satisfies the requirements of section 1123(a)(1) of the Bankruptcy
Code.
G. Specification of Unimpaired Classes (11 U.S.C. Section 1123(a)(2)).
Article V of the Plan specifies the Classes of Claims and Equity Interests which
are unimpaired or impaired, and therefore the Plan satisfies the requirements of
section 1123(a)(2) of the Bankruptcy Code. Classes 1 (Other Priority Claims), 2A
(Gaylord Facility Claim), Class 2B (Hibbing Facility Claim), Class 2C (Tampa
Facility Claim), Class 2D (Transamerica Claim), Class 2E (Miscellaneous Secured
Claims) and Class 2F (DIP Lender Letter of Credit Claim) are not impaired under
the Plan, and, therefore, such Classes are deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. The holders of Claims and
Equity Interests in Classes 6 (Other Equity Interests) will receive no
distribution and retain no interest under the Plan, and, accordingly, these
Classes are deemed to have rejected the Plan pursuant to section 1126(g) of the
Bankruptcy Code.
H. Specification of Treatment of Impaired Classes (11 U.S.C. Section
1123(a)(3)). The Plan specifies the treatment of each impaired Class, and
therefore the Plan satisfies the requirements of section 1123(a)(3) of the
Bankruptcy Code.
I. No Discrimination (11 U.S.C. Section 1123(a)(4)). The Plan provides
the same treatment for each Claim or Equity Interest of a particular Class, and
therefore the Plan satisfies the requirements of section 1123(a)(4) of the
Bankruptcy Code.
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J. Implementation of the Plan (11 U.S.C. Section 1123(a)(5)). Article VII
and other provisions of the Plan provide adequate means for the implementation
of the Plan, and therefore the Plan satisfies the requirements of section
1123(a)(5) of the Bankruptcy Code.
K. Equity Securities (11 U.S.C. Section 1123(a)(6)). The Debtor is (and
upon the Effective Date, the Reorganized Debtor will continue to be) a
corporation. The Plan provides for the inclusion in the charter of the
Reorganized Debtor a provision prohibiting the issuance of nonvoting equity
securities, and providing, as to the several classes of securities possessing
voting power, an appropriate distribution of such power among such classes,
including, in the case of any class of equity securities having a preference
over another class of equity securities with respect to dividends, adequate
provisions for the election of directors representing such preferred class in
the event of default in the payment of such dividends. Therefore, the Plan
satisfies section 1123(a)(6) of the Bankruptcy Code.
L. Selection of Officers and Directors (11 U.S.C. Section 1123(a)(7)).
The Plan provides for the management of the Reorganized Debtor in a manner that
is 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, and therefore the Plan satisfies the requirements of
section 1123(a)(7) of the Bankruptcy Code.
M. Impairment or Unimpairment of Claims or Equity Interests and
Modification of Rights of Secured Claims (11 U.S.C. Section 1123(b)(1) and (5)).
The Plan impairs or leaves unimpaired, as the case may be, each Class of Claims
or Equity Interests, and therefore complies with section 1123(b)(1) and (5) of
the Bankruptcy Code.
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N. Assumption or Rejection of Executory Contracts and Unexpired Leases
(11 U.S.C. Section 1123(b)(2)). The Plan provides for, among other things, the
assumption of each executory contract and unexpired lease to which the Debtor is
a party, unless such contract or lease (i) was previously assumed or rejected by
the Debtor, (ii) previously expired or terminated pursuant to its own terms,
(iii) is the subject of a motion to reject filed before the Effective Date, or
(iv) is identified as a rejected executory contract or unexpired lease, as
applicable, in Exhibit E to the Plan (as amended prior to the Confirmation
Hearing), and therefore the Plan complies with section 1123(b)(2) of the
Bankruptcy Code.
O. Compliance With Provisions of the Bankruptcy Code (11 U.S.C. Section
1129(a)(1)). The Plan complies with all applicable provisions of the Bankruptcy
Code including, without limitation, sections 1122 and 1123 and, as required
pursuant to Fed. R. Bankr. P. 3016(b), is dated and identifies the Debtor as the
proponent of the Plan, and therefore the Plan satisfies the requirements of
section 1129(a)(1) of the Bankruptcy Code.
P. Proponent's Compliance With Provisions of the Bankruptcy Code (11
U.S.C. Section 1129(a)(2)). The Debtor, as the proponent of the Plan, complied
with the applicable provisions of the Bankruptcy Code including, without
limitation, sections 1125 and 1126, Fed. R. Bankr. P. 3017 and 3018, the
Scheduling Order and all other applicable laws, rules and regulations, and
therefore the Debtor has satisfied the requirements of section 1129(a)(2) of the
Bankruptcy Code.
Q. Plan Proposed in Good Faith (11 U.S.C. Section 1129(a)(3)). The Plan
has been proposed in good faith, for the valid business purpose of restructuring
substantial indebtedness and interests of the Debtor and has not been proposed
by any means forbidden by law, and therefore the Plan satisfies the requirements
of section 1129(a)(3) of the Bankruptcy Code.
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R. Payment of Costs and Expenses (11 U.S.C. Section 1129(a)(4)). Any
payment made or to be made by the Debtor, or any person issuing securities or
acquiring property under the Plan, for services or for costs and expenses in or
in connection with this chapter 11 case, or in connection with the Plan and
incident to this chapter 11 case, has been approved by, or will be subject to
the approval of, this Court as reasonable, and therefore the Plan satisfies the
requirements of section 1129(a)(4) of the Bankruptcy Code.
S. Disclosure of Identities of Officers, Directors and Insiders (11
U.S.C. Section 1129(a)(5)). The Debtor has disclosed the identity and
affiliation of any individual, including insiders, proposed to serve, after
confirmation of the Plan, as a director or officer of the Reorganized Debtor and
the appointment to, or continuance in, such office of each such individual is
consistent with the interests of creditors and equity security holders and with
public policy, and therefore the Plan satisfies the requirements of section
1129(a)(5) of the Bankruptcy Code.
T. No Rate Change (11 U.S.C. Section 1129(a)(6). Section 1129(a)(6) of
the Bankruptcy Code is inapplicable to the Plan since there are no rate changes
provided for in the Plan for which a governmental regulatory commission will
have jurisdiction over the Debtor after confirmation.
U. Best Interests of Creditors (11 U.S.C. Section 1129(a)(7)). With
respect to each impaired Class of Claims, each holder of a Claim of such Class
has accepted the Plan, or will receive or retain under the Plan on account of
such Claim, property of a value, as of the Effective Date of the Plan, that is
not less than the amount that such holder would so receive or retain if the
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Debtor was liquidated under chapter 7 of the Bankruptcy Code on such date.
Therefore, the Plan satisfies the requirements of section 1129(a)(7) of the
Bankruptcy Code.
V. Plan Acceptance (11 U.S.C. Section 1129(a)(8)). Each Class, has
accepted the Plan, or is not impaired under the Plan and thus is conclusively
presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy
Code. Therefore, the Plan satisfies the requirements of section 1129(a)(8)of the
Bankruptcy Code.
W. Treatment of Administrative Expense Claims, Priority Claims and
Priority Tax Claims (11 U.S.C. Section 1129(a)(9)). The Plan satisfies the
requirements of section 1129(a)(9) of the Bankruptcy Code since, except to the
extent that the holder of a particular Claim has agreed to a different treatment
of such Claim, the Plan provides that Administrative Expense Claims pursuant to
section 507(a)(l) of the Bankruptcy Code, Priority Claims pursuant to sections
507(a)(2) through 507(a)(7) of the Bankruptcy Code, and Priority Tax Claims
pursuant to section 507(a)(8) of the Bankruptcy Code, shall be treated in
accordance with the applicable provisions of section 1129(a)(9)(A), (B) or (C)
of the Bankruptcy Code.
X. Acceptance By At Least One Impaired Class (11 U.S.C. Section
1129(a)(10)). The three Classes of Claims that are impaired under and entitled
to vote on the Plan have overwhelmingly accepted the Plan, determined without
including any acceptance of the Plan by any insider holding a Claim or Equity
Interest in such Classes, and therefore the Plan satisfies the requirements of
section 1129(a)(10) of the Bankruptcy Code.
Y. Feasibility (11 U.S.C. Section 1129(a)(11)). Confirmation of the Plan
is not likely to be followed by the liquidation, or the need for further
financial reorganization, of the Debtor or
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Reorganized Debtor, and therefore the Plan satisfies the requirements of section
1129(a)(11) of the Bankruptcy Code.
Z. Payment of Fees (11 U.S.C. Section 1129(a)(12)). The Debtor has paid
or, pursuant to Sections 2.1 and 14.1 of the Plan, shall pay, on the Effective
Date, or as soon as practicable thereafter, all amounts due under 28 U.S.C.
Section 1930, and therefore the Plan satisfies the requirements of section
1129(a)(12) of the Bankruptcy Code.
AA. Retiree Benefits (11 U.S.C. Section 1129(a)(13)). Section 1129(a)(13)
of the Bankruptcy Code is not applicable to the Plan because the Debtor is not a
party to any retiree benefit plan.
BB. Cramdown (11 U.S.C. Section 1129(b)). Section 1129(b) of the
Bankruptcy Code applies to the Plan because Class 6 (Other Equity Interests)
under the Plan is presumed to have rejected the Plan pursuant to section 1126(g)
of the Bankruptcy Code. The Plan does not discriminate unfairly, and is fair and
equitable, with respect to each Class of Claims and Equity Interests that is
impaired under and has not accepted the Plan. Consequently, the Plan satisfies
section 1129(b) of the Bankruptcy Code.
CC. No Other Plan (11 U.S.C. Section 1129(c)). No other plan of
reorganization has been filed with respect to the Debtor's chapter 11 case.
DD. Avoidance of Taxes or Application of Securities Laws (11 U.S.C.
Section 1129(d)). No party in interest that is a governmental unit has requested
that the Plan must be confirmed on the grounds that the principal purpose of the
Plan is the avoidance of taxes or the avoidance of the application of Section 5
of the Securities Act of 1933, and therefore the Plan satisfies the requirements
of section 1129(d) of the Bankruptcy Code.
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EE. Release, Discharge and Injunction. The release, discharge, exculpation
and injunction provisions set forth in Article XII of the Plan: (i) are within
the jurisdiction of this Court under 28 U.S.C. Sections 1334(a), (b) and (d);
(ii) are each an essential means of implementing the Plan pursuant to section
1123(a)(5) of the Bankruptcy Code; (iii) confer material benefits on, and thus
are in the best interests of, the Debtor's estate; and (iv) are, in the facts
and circumstances of this case, consistent with and permitted pursuant to
sections 105, 524, 1123, 1129 of the Bankruptcy Code and all other applicable
provisions of the Bankruptcy Code.
FF. Solicitation and Tabulation of Acceptances. As evidenced by the Ballot
Certification, the solicitation and tabulation of acceptances was accomplished
in a proper, fair and lawful manner and the Plan has been duly accepted by all
holders of Claims whose acceptance is required in accordance with the provisions
of section 1126(c) of the Bankruptcy Code.
GG. Plan Transfers. All transfers of real or personal property by the
Debtor and Reorganized Debtor are transfers under the Plan and are, therefore,
free from the imposition of taxes of the kind specified in section 1146(c) of
the Bankruptcy Code.
HH. Debtor's Duties. The Debtor has completed and fulfilled all of its
obligations and duties with respect to its estate pursuant to section 1107 of
the Bankruptcy Code.
II. Modification of the Plan. The modifications of the Plan pursuant to
this Order are non-material and do not adversely change the treatment of the
holder of any Claim or Equity Interest who has not accepted such modification in
writing. Therefore, in accordance with section 1127 of the Bankruptcy Code and
Fed. R. Bankr. P. 3019, the Plan as modified pursuant
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to this Order is deemed accepted by all holders of Claims and Equity Interests
who have previously accepted the Plan.
THEREFORE, NOW, AFTER DUE DELIBERATION, THE COURT HEREBY ORDERS THAT:
1. Confirmation. The Plan complies with the requirements of sections 1122
and 1123 of the Bankruptcy Code. The Plan, a copy of which is attached hereto as
Exhibit A, is hereby confirmed and all parties in interest are authorized, and
empowered, or enjoined, as the case may be, to act in accordance with its terms.
2. Objections. Each of the objections to confirmation of the Plan, which
have not been withdrawn, waived, or settled, and all reservations of rights
included therein, are overruled.
3. Allowance of Claims. The allowance or disallowance of Claims are, and
will be, subject to the terms of the Plan.
4. Implementation of Plan. In accordance with section 1142 of the
Bankruptcy Code, the implementation and consummation of the Plan in accordance
with its terms shall be, and hereby is, authorized and approved, and the Debtor,
Reorganized Debtor or any other person shall be, and they hereby are,
authorized, empowered and directed to issue, execute, deliver, file and record
any document, whether or not any such document is specifically referred to in
the Plan, the Disclosure Statement, or any exhibit thereto, and to take any
action necessary or appropriate to consummate the Plan in accordance with its
terms. The Intercreditor Agreement, the New Indenture, the Plante Employment
Contract, the Registration Rights Agreement, the Security Agreement, the Stock
Option Plan are subject to modification by the Debtor with the written consent
of the Creditors Committee prior to the Effective Date.
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5. Authorization of Exit Facility. (a) Notwithstanding anything to the
contrary contained herein or in the Plan, on the Effective Date, the Reorganized
Debtor, and its subsidiaries and affiliates, and Congress Financial Corporation
(Florida), as agent (in such capacity, the "Senior Credit Facility Agent") for
certain financial institutions (collectively, the "Senior Lenders"), and the
Senior Lenders (together with the Senior Credit Facility Agent, collectively,
the "Exit Facility Lender") shall enter into the Loan and Security Agreement
(the "Senior Credit Facility Loan Agreement") and related agreements, documents
and instruments (collectively, together with the Senior Credit Facility Loan
Agreement, the "Senior Credit Facility Financing Agreements"); and (b) Pursuant
to section 1142(b) of the Bankruptcy Code and without further action by the
Bankruptcy Court or by the shareholders or directors of Reorganized Debtor, the
Reorganized Debtor shall be, and hereby is, authorized to (i) enter into the
Senior Credit Facility Loan Agreement and the other Senior Credit Facility
Financing Agreements, (ii) perform all of its obligations under the Senior
Credit Facility Loan Agreement and the other Senior Credit Facility Financing
Agreements, and (iii) execute and deliver all documents, agreements and
instruments necessary, appropriate or convenient to enter into and perform all
obligations under the Senior Credit Facility Loan Agreement and the other Senior
Credit Facility Financing Agreements and to take all other actions and execute,
deliver, record and file all other such agreements, documents, instruments,
mortgages, deeds of trust, financing statements, releases, applications,
registration statements, reports and any changes, additions and modifications
thereto in connection with the consummation of the transactions contemplated by
the Senior Credit Facility Loan Agreement and the other Senior Credit Facility
Financing Agreements and the performance, including, without limitation, the
making of such filings or
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the recording of any security interests, as may be required by Senior Credit
Facility Loan Agreement and the other Senior Credit Facility Financing
Agreement.
6. DIP Facility Claim and Release. In connection with the closing and
funding of the Senior Credit Facility Loan Agreement (i) the DIP Facility Claim
(other than the DIP Lender Letter of Credit Claim) shall be satisfied in full;
and (ii) the Reorganized Debtor shall deliver a Release Agreement in a form
mutually acceptable to the Reorganized Debtor and the DIP Lender addressing the
subsequent release of the DIP Lender's lien on and possession of cash collateral
securing the Debtor's obligation pursuant to the Third Amendment to the DIP
Facility under the Hartford Letter of Credit, as such obligations shall continue
beyond the Effective Date.
7. Binding Effect. In accordance with section 1141(a) of the Bankruptcy
Code, the Plan and its provisions shall be, and hereby are, binding upon the
Debtor, the Reorganized Debtor, any person acquiring or receiving a distribution
under the Plan, any lessor of property to the Debtor, any lessee of property
from the Debtor, any counter-party to contracts with the Debtor, any creditor of
the Debtor, any party in interest in this chapter 11 case, and any holder of a
Claim against or Equity Interest in the Debtor, whether or not the Claim or
Equity Interest of such holder is impaired under the Plan and whether or not
such holder has accepted or rejected the Plan, or will or will not receive a
distribution under the Plan.
8. Transfers Free and Clear of Liens and Exemption From Transfer Taxes.
Except as otherwise provided in the Plan, and as set forth in Sections 12.1 and
14.4 of the Plan and without limiting the generality of those provisions, which
is incorporated herein by reference, in accordance with sections, 105, 1123 and
1146(c) of the Bankruptcy Code, (a) any transfer of any real or personal
property under, or as contemplated by, the Plan, including, but not limited to,
the
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vesting of all of the Debtor's property and interests in property in the
Reorganized Debtor shall be free and clear of all liens, claims, interests, and
encumbrances including, without limitation, all Claims and all Equity Interests
(and any and all other rights and claims under other laws whether arising by
agreement or by statute, including any Claims arising for successor liability,
regardless of when such Claims arose), with all such liens, claims and
encumbrances released, terminated and discharged as to such property; and (b)
all deeds, mortgages, assignments, agreements, and other instruments of transfer
to be executed or delivered under, or as contemplated by, the Plan in connection
with any transfer of property or an interest in property shall be recorded or
filed, as appropriate, and shall be free and clear of, and without the payment
of, any and all stamp taxes or similar taxes pursuant to section 1146(c) of the
Bankruptcy Code.
9. Acceptance and Execution of Plan Documents. Without in any manner
limiting the relief granted pursuant to the preceding decretal paragraph, each
and every federal, state and local governmental agency or department or similar
unit is hereby directed to accept, and lessors and holders of liens are directed
to execute, any and all documents and instruments necessary and appropriate to
consummate the transactions contemplated by the Plan including, without
limitation, documents and instruments for recording in county and state offices
wherein financing or termination statements under the Uniform Commercial Code
are authorized to be filed.
10. Exemption from Securities Laws. The exemption from the requirements of
Section 5 of the Securities Act of 1933, 15 U.S.C. Section 77e (and of any
equivalent state or local securities or "blue sky" laws) provided for in section
1145 of the Bankruptcy Code, shall apply
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to the New Common Stock and the New Notes and any other securities in the
Reorganized Debtor that are issued pursuant to the Plan in exchange for Claims
and Equity Interests.
11. Binding Effect of Prior Bankruptcy Court Orders. All prior orders of
this Court entered in this chapter 11 case, all documents and agreements
executed by the Debtor as authorized and directed thereunder, and all subsequent
orders of this Court entered in the Debtor's chapter 11 case as of the Effective
Date shall be, and hereby are, binding upon, and shall inure to the benefit of
the Debtor and the Reorganized Debtor and their successors and assigns.
Moreover, notwithstanding the amounts reflected as being owed by the Debtor to
Critical Trade Vendors in Exhibit J to the Plan, any Critical Trade Vendor
entitled to be paid pursuant to the Court's October 30, 2003 Order Authorizing
the Debtor to Pay Certain Critical Trade Vendor Claims in the Ordinary Course of
Business and Pursuant to Pre-Petition Date Customary Trade Terms which was not
paid by the Debtor the full amount of its Allowed Pre-Petition Date Claim as of
the Effective Date, shall be paid the balance of such Allowed Claim as a Class 3
claimant.
12. Release Agreement. On the Effective Date, Section 2(b) of the Release
Agreement dated October 30, 2003 entered into between the Debtor and Congress
Financial Corporation (Florida), in its capacity as Agent for the Pre-Petition
Date lenders, shall be effective.
13. Post-Effective Date Authority. On and after the Effective Date, the
Reorganized Debtor may operate its business and may use, acquire and dispose of
property and compromise or settle any post-Effective Date claims or interests
without supervision or approval by the
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Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Federal
Rules of Bankruptcy Procedure, other than restrictions expressly imposed by the
Plan or this Order.
14. Discharge. Except as otherwise expressly provided in the Plan, or this
Order, the treatment of all Claims against or Equity Interests in the Debtor
under the Plan shall be in exchange for and in complete satisfaction, discharge
and release of all Claims against or Equity Interests in the Debtor of any
nature whatsoever, known or unknown, including, without limitation, any interest
accrued or expenses incurred thereon from and after the Petition Date, or
against their estates or properties or interests in property. Except as
otherwise expressly provided in the Plan, or this Order, upon the Effective
Date, all Claims against and Equity Interests in the Debtor will be satisfied,
discharged, and released in full exchange for the consideration provided
hereunder. Except as otherwise expressly provided in the Plan, or this Order,
all entities shall be precluded from asserting against the Debtor or Reorganized
Debtor or their respective properties or interests in property, any other Claims
based upon any act or omission, transaction, or other activity of any kind or
nature that occurred prior to the Effective Date.
15. Releases. Without limiting the relief granted in the preceding
paragraph or the provisions of Section 12.6 of the Plan and except with respect
to the treatment of Allowed Claims pursuant to the Plan or this Order, on the
Effective Date, in consideration for, or as part of the treatment accorded to,
the holders of Claims and Equity Interests under the Plan, each of the Debtor,
the Reorganized Debtor, the Creditors Committee, the Ad Hoc Committee, the Old
Notes Indenture Trustee, and the Disbursing Agent, and their respective present
or former members, partners officers, directors, employees, advisors, attorneys,
representatives, financial
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advisors, investment bankers or agents in their capacities as such and any of
such parties' successors and assigns, but excluding Ernst & Young Corporate
Finance, LLC (collectively, the "Released Parties"), shall be released and
discharged by (i) the Debtor, its estate, and the Reorganized Debtor, and (ii)
any holder of a Claim or Equity Interest or any other party in interest or any
of their respective agents, employees, representatives, financial advisors,
attorneys or affiliates, or any of the successors and assigns that accepted the
releases on their Ballot (all such holders and other parties listed in the above
subsections (i) and (ii), the "Releasor Parties"), from any and all claims and
causes of action arising out of or based upon their service in any such capacity
or any transaction, event, circumstance or other matter involving or relating to
the Debtor that occurred on or before the Effective Date; provided however, that
nothing in this section shall be deemed to (a) release any of the Released
Parties from liability for acts or omissions that are the result of actual
fraud, gross negligence, willful misconduct, or willful violation of the
securities laws or the Internal Revenue Code or the Claims, if any, of the
United States; (b) prevent the Debtor or the Reorganized Debtor from objecting
to the Claim of such Released Party; (c) preclude police, federal tax or
regulatory agencies from fulfilling their statutory duties. The Releasor Parties
shall be enjoined from commencing or continuing any action, employment of
process, or act to collect, offset or recover any Claims and causes of action
released and discharged pursuant to this section; provided however, that the
injunction provided for in this section shall not (x) bar actions based upon
liability for acts or omissions that are the result of actual fraud, gross
negligence, willful misconduct, or willful violation of the securities laws or
the Internal Revenue Code or the Claims, if any, of the United States; (y)
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preclude police, federal tax or regulatory agencies from fulfilling their
statutory duties; or (z) bar the Claims, if any, of the United States.
16. Injunctions Related to Discharge. As of the Effective Date and subject
to its occurrence, all Persons that have held, currently hold or may have
asserted a Claim, a cause of action, or other debt, or liability, or an Equity
Interest or other right of a holder of an Equity Interest that is discharged,
released, or terminated pursuant to the Plan, will be permanently enjoined from
commencing or continuing, in any manner or in any place, any action or other
proceeding, enforcing, attaching, collecting, or recovering in any manner any
judgment, award, decree, or order, creating, perfecting, or enforcing any lien
or encumbrance, asserting a set-off, right of subrogation or recoupment of any
kind against any debt, liability, or obligation due to any such releasing
person, and from commencing or continuing any action, in any manner or in any
place where the foregoing does not comply with or is inconsistent with the
provisions of the Plan.
17. Exculpation. The Released Parties shall not have or incur, and are
hereby released from, any claim, obligation, cause of action or liability to one
another or to any Releasor Party, or any of their respective agents, employees,
representatives, financial advisors, attorneys or affiliates, or any of their
successors and assigns, for any act or omission in connection with, relating to
or arising out of these chapter 11 cases, the solicitation of votes and pursuit
of confirmation of the Plan, the consummation of the Plan, the administration of
the Plan or the property to be distributed under the Plan, the solicitation and
issuance of securities in connection with the Plan, and in all respects shall be
entitled to rely reasonably upon the advice of counsel with respect to their
duties and responsibilities under the Plan, provided however, that
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nothing in this paragraph shall be deemed to release any such person from
liability for acts or omissions that are the result of actual fraud, gross
negligence, willful misconduct, or willful violation of the securities laws or
the Internal Revenue Code.
18. Vesting of Assets. Except as otherwise provided by the Plan, upon the
Effective Date, the Debtor, its properties and interests in property and their
operations shall be released from the custody and jurisdiction of the Bankruptcy
Court, and the estate of the Debtor shall vest in Reorganized Debtor free and
clear of any and all Liens, except as otherwise provided herein. From and after
the Effective Date, the Reorganized Debtor may operate its business and may use,
acquire and dispose of property free of any restrictions of the Bankruptcy Code
or the Bankruptcy Rules, subject to the terms and conditions of the Plan and
this Order.
19. Plan Documents. All Persons holding Claims or Equity Interests which
are dealt with under the Plan shall be, and they hereby are, directed to
execute, deliver, file or record any document, and to take any action necessary
to implement, effectuate and consummate the Plan in accordance with its terms,
and all such persons shall be bound by the terms and provisions of all documents
to be executed by them in connection with the Plan, whether or not such
documents actually have been executed by such persons.
20. Executory Contracts and Unexpired Leases. Except as otherwise provided
in the Plan or in any contract, instrument, release, indenture, or other
agreement or document entered into in connection with the Plan, as of the
Effective Date, the Debtor shall be deemed to have assumed each executory
contract and unexpired lease to which it was a party, unless such contract or
lease (i) was previously rejected by the Debtor, (ii) previously expired or
terminated pursuant to its own terms, (iii) is the subject of a motion to reject
filed on or before the Effective
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Date, (iv) is identified as a rejected executory contract or a rejected
unexpired lease, as applicable, in Exhibit E to the Plan. All executory
contracts or unexpired leases assumed by the Debtor during this Chapter 11 Case
or under the Plan shall be assigned and transferred to, and remain in full force
and effect for the benefit of the Reorganized Debtor, notwithstanding any
provision in such contract or lease (including those described in sections
365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or
transfer or that enables or requires termination of such contract or lease.
21. Cancellation of Common Stock. On the Effective Date, the Equity
Interests or commitments, contractual, or otherwise, obligating the Debtor to
issue, transfer, or sell Equity Interests or any other capital stock of the
Debtor shall (a) be cancelled, and (b) have no effect other than the right to
participate in the distributions, if any, provided under the Plan. Except for
purposes of effectuating the distributions under the Plan (if necessary) on the
Effective Date, the Old Indenture shall be canceled effective as of the
Effective Date.
22. Retention of Jurisdiction. This Court hereby retains jurisdiction of
this chapter 11 case pursuant to, to the extent and scope of, and for the
purposes set forth in Article XIII of the Plan.
23. Authority With Regard to Reorganization Case. Except as may be
otherwise provided in the Plan, following the Effective Date, the Reorganized
Debtor shall be, and hereby is, ordered and appointed to represent the Debtor's
estate, assume the Debtor's authority in respect thereof and aid and complete
the Debtor's responsibilities in regard to matters in relation to this chapter
11 case including, inter alia, actions in relation to objection to Claims, the
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Case No. 03-35966-BKC-PGH
assertion of claims pursuant to section 1123(b)(3)(B) of the Bankruptcy Code,
post-confirmation notices, reports and the final report and decree in accordance
with Fed. R. Bankr. P. 3022.
24. Professional Fees. Pursuant to Section 8.3 of the Plan or as otherwise
ordered by the Court, each Professional retained or requesting compensation in
this chapter 11 case pursuant to section 327, 328, 330, 331, 503(b), or 1103 of
the Bankruptcy Code, shall be required to file and serve an application for
allowance of final compensation and reimbursement of expenses in this chapter 11
case on or before ten (10) days after the Effective Date. Objections to any
application made under section 8.3 of the Plan shall be filed on or before
twenty (20) days after the Effective Date and served on the Reorganized Debtor
and its counsel, the Creditors Committee and its counsel, the United States
Trustee and the requesting Professional. If no objection is filed and served
with respect to a Professional's request for compensation and reimbursement of
expenses, such Professional Fee Claim shall be paid by the Reorganized Debtor on
the twenty-fourth (24th) day after the Effective Date. Otherwise, such
Professional Fee Claim shall be paid by the Reorganized Debtor at such time as
the objection is resolved or settled by Final Order of the Bankruptcy Court. All
Professional Fees for services rendered in connection with this chapter 11 case
and the Plan after the Confirmation Date, including, without limitation, those
relating to the occurrence of the Effective Date, the prosecution of causes of
action preserved under the Plan and the resolution of Disputed Claims, shall be
paid by the Reorganized Debtor upon receipt of an invoice therefor, or on such
other terms as the Reorganized Debtor may agree to, without the need for further
Bankruptcy Court authorization or entry of an Order. If the Reorganized Debtor
and any Professional cannot agree on the amount of post-Confirmation Date fees
and expenses to be paid to such Professional, such
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amount shall be determined by this Court. This Order shall govern any procedural
order regarding the application and payment of Professional Fees entered during
this chapter 11 case.
25. Old Indenture Trustee Fees. The Old Notes Indenture Trustee shall be
entitled to payment directly from the Reorganized Debtor on the Effective Date
of all fees and reasonable expenses incurred in accordance with the terms of the
Old Notes Indenture and all additional fees and expenses incurred as acting as
Disbursing Agent for the Old Notes up to a maximum amount of $35,000. These
amounts will be paid directly to the Old Notes Indenture Trustee by the Debtor
or Reorganized Debtor on the Effective Date, or as soon as practicable
thereafter, without further order of the Bankruptcy Court.
26. U.S. Trustee Fees. The Debtor shall pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6) on the
Effective Date and simultaneously provide to the United States Trustee an
appropriate affidavit indicating the cash disbursements for the relevant period.
The Debtor and the Reorganized Debtor, as the case may be shall further pay the
United States Trustee the appropriate sum required pursuant to 28 U.S.C. Section
1930(a)(6), based upon all post-Confirmation disbursements made by the
Reorganized Debtor, until the earlier of the closing of this case by the
issuance of a Final Decree by the Court, or upon the entry of an Order by the
Bankruptcy Court dismissing this case or converting this case to another chapter
under the Bankruptcy Code, and Debtor shall provide to the United States
Trustee, upon the payment of each post-Confirmation payment an appropriate
affidavit indicating all the cash disbursements for the relevant period.
27. Notice. Notice of entry of this Order and of the Effective Date of the
Plan, substantially in the form annexed hereto as "Exhibit B" (which notice is
hereby approved in all
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respects) shall be, and hereby is, deemed sufficient if served by first-class
mail within twenty (20) days following the Effective Date upon (i) all persons
having filed a notice of appearance herein, (ii) all holders Claims which are
impaired under the Plan and (iii) all counter-parties to agreements to be
assumed, assumed as modified, or rejected under the Plan.
28. Effect of Reference to Plan in this Order. The failure to reference or
discuss any particular provision of the Plan in this Order shall have no effect
on the validity, binding effect and enforceability of such provision, and each
provision of the Plan shall have the same validity, binding effect and
enforceability as if fully set forth in this Order.
29. Headings. Headings utilized herein are for the convenience of
reference only, and shall not constitute a part of the Plan or this Order for
any other purpose.
30. Inconsistencies. In the event of any discrepancies, inconsistencies or
conflicts between the Plan on the one hand and this Order on the other hand,
this Order shall govern. In the event of any discrepancies, inconsistencies or
conflicts between the Plan on the one hand and any Exhibits to the Plan on the
other hand, the Plan shall govern.
31. Integration of Confirmation Order Provisions. The provisions of this
Order are integrated with each other and are nonseverable and mutually
dependent.
32. Final Order. This Order is a Final Order and the period in which an
appeal must be filed shall commence immediately upon the entry hereof.
Notwithstanding Fed. R. Bankr. P. 3020(e), this Order shall be effective and
enforceable immediately upon entry hereof.
ORDERED in West Palm Beach, Florida this 14th day of January, 2004.
_______________________________
Paul G. Hyman, Judge
United States Bankruptcy Court
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EXHIBIT B
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
WEST PALM BEACH DIVISION
In re: Case No. 03-35966-BKC-PGH
REPTRON ELECTRONICS, INC., Chapter 11
Debtor.
__________________________/
NOTICE OF (i) ENTRY OF ORDER CONFIRMING THE DEBTOR'S SECOND
AMENDED PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE AND (ii) THE OCCURRENCE OF THE EFFECTIVE DATE
TO ALL HOLDERS OF CLAIMS, HOLDERS OF
INTERESTS AND OTHER PARTIES IN INTEREST:
PLEASE TAKE NOTICE that, on January 14, 2004, an order (the
"Confirmation Order") was entered by the Honorable Paul G. Hyman, United States
Bankruptcy Judge for the United States Bankruptcy Court, Southern District of
Florida (the "Bankruptcy Court"), confirming, pursuant to the provisions of
title 11 of the United States Code (the "Bankruptcy Code"), the Debtor's Second
Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the
"Plan"). A copy of the Confirmation Order is on file with the Clerk of the
Bankruptcy Court for the Southern District of Florida and is available for
inspection at the Clerk's office during normal business hours and on the Court's
website at www.flsb.uscourts.gov. A copy of the Confirmation Order can also be
obtained by contacting counsel to the Debtor listed below.
PLEASE TAKE FURTHER NOTICE that the effective date of the Plan occurred
on January 26, 2004.
Dated: Miami, Florida
January ___, 2004
Respectfully submitted,
____________________________________
Thomas R. Lehman, P.A.
Lynn M. Gollin, Esq.
Miami Center - 26th Floor
201 South Biscayne Boulevard
Miami, Florida 33131-4336t
Telephone: (305) 536-1112
Facsimile: (305) 536-1116
Counsel for the Debtor