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Exhibit 2.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
(FT. LAUDERDALE DIVISION)
In re: ) CHAPTER 11
)
SUBSTANCE ABUSE TECHNOLOGIES, INC., ) CASE NO. 97-25669-BKC-RBR
)
Debtor )
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SECOND MODIFICATION TO THIRD AMENDED
JOINT PLAN OF REORGANIZATION
SUBSTANCE ABUSE TECHNOLOGIES, INC. ("Debtor"), by and through its
undersigned attorneys, hereby files this Second Modification to the Third
Amended Joint Plan of Reorganization (the "Plan"). The Plan, with these
modifications, shall become the Plan dated March 24, 1998. This Second
Modification supercedes and replaces in its entirety the Modification dated
May 19, 1998.
1. Article II, Sections 2.3(a) and (b) are hereby deleted in
their entirety.
2. Article IV, Section 4.3, is hereby amended to read as follows:
Each Allowed Class 3 Claim shall, at the option of the Debtor,
either (i) be paid in full in Cash or by turnover of the collateral on
the Effective Date, or (ii) be reinstated as of the Effective Date, and
such claims shall be paid by the Reorganized Debtor in accordance with
the terms of the agreement setting forth such claim. Class 3 is
unimpaired.
3. Article VIII, Sections 8.2(a) and (b) are hereby deleted and
replaced with the following:
8.2 INJUNCTIONS.
Except as otherwise provided in the Plan or the Confirmation
Order, as of the Confirmation Date, all Entities that have held,
currently hold or may hold a Claim or other debt or liability that is
discharged or an Equity Interest or other right of an equity security
holder that is terminated pursuant to the terms of the Plan are
permanently enjoined from taking any of the following actions on
account of any such discharged Claims, debts or liabilities or
terminated Equity Interests or rights: (i) commencing
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or continuing in any manner any action or other proceeding against the
Debtor, the Reorganized Debtor or their respective property, (ii)
enforcing, attaching, collecting or recovering in any manner any
judgment, award, decree or order against the Debtor, the Reorganized
Debtor or their respective property; (iii) creating, perfecting or
enforcing any lien or encumbrance against the Debtor, the Reorganized
Debtor or their respective property, (iv) asserting a setoff, right of
subrogation or recoupment of any kind against any debt, liability or
obligation due to the Debtor, the Reorganized Debtor or their
respective property; (v) commencing or continuing any action against
the Debtor, Reorganized Debtor or their respective property, in any
manner, in any place, that does not comply with or is inconsistent with
the provisions of the Plan or Bankruptcy Code; and (vi) commencing or
continuing any derivative action of or on behalf of the Debtor.
4. Article XI, Sections 11.3(a) and (b), are hereby deleted in their
entirety and replaced with the following:
11.3 REVOCATION OF RIGHTS OF ACTION.
(a) Any Claims of S.A.C. against any holder of an Allowed
Class 8 Claim or Allowed Class 7 Claim (I.E. Southbrook) regarding,
related to or arising from issues of subordination, collateral
interference and/or disgorgement shall be unaffected by confirmation of
the Plan.
5. Article XI, Section 11.3(c), is hereby renumbered to be 11.3(b).
6. Article XI, Section 11.4, is hereby deleted in its entirety and
replaced with the following:
Effective on the Effective Date and upon receipt of the Exit
Financing Funds, Debtor shall release S.A.C. of and from any claims and
causes of action arising prior to the Effective Date other than claims
or causes of action arising from or relating to the DIP Financing or
the Plan. This provision shall not affect third party direct causes of
action against S.A.C.
7. Article XII, Section 12.3, is hereby deleted in its entirety.
8. Article XIII, Section 13.4, is hereby deleted in its entirety.
Dated: May 21, 1998
SUBSTANCE ABUSE TECHNOLOGIES,
INC.
By: /s/ DAVID L. DORFF
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Name: DAVID L. DORFF
Title: President
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.,
Attorneys for the Debtor
By: /s/ LINDA WORTON
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Name: LINDA WORTON
STEVEN A. COHEN
By: /s/ STEVEN A. COHEN
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S.A.C. CAPITAL ASSOCIATES, L.L.C.
By: /s/ JOHN O. DYRUD
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Name: JOHN O. DYRUD
Title: Secretary
LATHAM & WATKINS
By: /s/ STEVEN I. TETRO
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Name: STEVEN I. TETRO
and
COLL DAVIDSON CARTER SMITH
SALTER & BARKETT, P.A.
By: /s/ FRANCIS CARTER
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Name: FRANCIS CARTER
Attorneys for Steven A. Cohen and
S.A.C. Capital Associates, L.L.C.
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