EXHIBIT 2.2
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF NEW YORK
IN RE:
JOINTLY ADMINISTERED
LAIDLAW USA, INC., CASE NOS. 01-14099 K
LAIDLAW INC, THROUGH 01-14104 K
LAIDLAW INVESTMENTS LTD.,
LAIDLAW INTERNATIONAL FINANCE CHAPTER 11
CORPORATION,
LAIDLAW TRANSPORTATION, INC. AND
LAIDLAW ONE, INC.,
DEBTORS. [US BANKRUPTCY COURT
RECEIVED STAMP-DATED
FEB 25, 2003.]
MODIFICATIONS TO THIRD AMENDED
JOINT PLAN OF REORGANIZATION OF
LAIDLAW USA. INC. AND ITS DEBTOR AFFILIATES
The above-captioned debtors and debtors in possession
(collectively, the "Debtors") hereby propose the following modifications to the
Third Amended Joint Plan of Reorganization of Laidlaw USA, Inc. and Its Debtor
Affiliates, dated January 23, 2003 (the "Plan"), pursuant to section 1127 of the
Bankruptcy Code, 11 U.S.C. Sections 101-1330, and Section XIII.D of the Plan:
1. Section IV.G.1 is modified and restated as follows:
(1)
1. GENERAL RELEASES BY HOLDERS OF CLAIMS OR INTERESTS
As of the Effective Date, in consideration for the
obligations of the Debtors, the Reorganized Debtors, their Estates and
New LINC under the Plan and the Cash, New Common Stock and other
contracts, instruments, releases, agreements or documents to be entered
into, or delivered in connection with, the Plan, (a) each holder of a
Claim or Interest that votes in favor of the Plan and (b) each entity
that has held, holds or may hold a Claim or Interest or at any time
was a creditor or stockholder of any of the Debtors and that does not
vote on the Plan or votes against the Plan, to the fullest extent
permissible under applicable law, as such law may be extended
subsequent to the
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(1) All modified and restated Plan provisions are marked to reflect the
modifications thereto.
Effective Date, will be deemed to forever release, waive and discharge
all claims (as such term is defined in section 101(5) of the Bankruptcy
Code, including Derivative Claims), obligations, suits, judgments,
damages, demands, debts, rights, causes of action, liabilities, rights
of contribution and rights of indemnification (other than the right to
enforce New LINC's, the Debtors' or the Reorganized Debtors'
obligations under the Plan and the contracts, instruments, releases,
agreements and documents executed and delivered thereunder), whether
liquidated or unliquidated, fixed or contingent, matured or unmatured,
known or unknown, foreseen or unforeseen, then existing or thereafter
arising in law, equity or otherwise, that are based in whole or in part
on any act, omission, transaction or other occurrence taking place on,
or prior to, the Effective Date in any way relating to a Debtor, the
Reorganization Cases or the Plan that such entity has, had or may have
against any Debtor, the members of the Creditors' Committee, the
members of the Subcommittees, the Lenders, CIBC, the Bridge Lenders,
the Prior Lenders, the Program Manager, the Swap Counterparty, the
Prepetition Noteholders, the 1995 Noteholders, the Indenture Trustees,
Ernst & Young Inc. (in its capacity as Monitor and Information Officer
in the CCAA Cases) and each of their respective present or former
directors, officers, employees, attorneys, accountants, underwriters,
investment bankers, financial advisors and agents, acting in such
capacity (which release will be in addition to the discharge of Claims
and termination of Interests provided herein and under the Confirmation
Order and the Bankruptcy Code); provided, however, that, the release of
claims and causes of action provided in this Section will not apply to
the Debtors' underwriters and auditors or to the Reserved Claims, the
releases set forth in Sections IV.G.3, IV.G.4 and IV.G.5 shall govern
the releases among the releasing and released parties specified
therein, and the releases by parties that do not vote on the Plan or
vote against the Plan, as set forth in clause (b) above, will not apply
to the Debtors' present or former directors, officers or employees.
2. Section IX.B.12 is modified and restated as follows:
12. The Effective Date has occurred by April 30, 2003.
2
Dated: February _, 2003
Respectfully submitted,
LAIDLAW USA, INC.
BY: /s/ Ivan R. Cairns, by Garry Graber with permission
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Name: IVAN R. CAIRNS
Title: Senior Vice President and Secretary
LAIDLAW INC. (for itself and on behalf of the Laidlaw
Subsidiary Debtors)
BY: /s/ Ivan R. Cairns, by Garry Graber with permission
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Name: IVAN R. CAIRNS
Title: Senior Vice President and General Counsel:
COUNSEL:
GARRY M. GRABER
HODGSON RUSS LLP
One M&T Plaza
Suite 2000
Buffalo, New York 14203
(716)856-4000
-and -
RICHARD M. CIERI
THOMAS C. DANIELS
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216)586-3939
PAUL E. HARNER
EDWARD B. WINSLOW
MARK A. CODY
JONES DAY
77 West Wacker
Suite 3500
Chicago, Illinois 60601
(312)782-3939
ATTORNEYS FOR DEBTORS
AND DEBTORS IN POSSESSION
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