Exhibit 99.3
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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:
: Chapter 11
In re :
: Case No. 00-2142 (PJW)
STONE & WEBSTER, INCORPORATED, et al., :
: (Related Docket Nos. 4473,
Debtors. : 4478, 4625 and 4661)
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FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER
UNDER 11 U.S.C. ss. 1129(a) AND (b) CONFIRMING THIRD
AMENDED JOINT PLAN OF REORGANIZATION PROPOSED BY THE DEBTORS IN
POSSESSION, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FEDERAL INSURANCE
COMPANY, MAINE YANKEE ATOMIC POWER COMPANY, AND THE OFFICIAL COMMITTEE OF
EQUITY SECURITY HOLDERS FOR (I) STONE & WEBSTER,
INCORPORATED AND CERTAIN OF ITS SUBSIDIARIES AND AFFILIATES AND (II)
STONE & WEBSTER ENGINEERS AND CONSTRUCTORS, INC. AND CERTAIN OF
ITS SUBSIDIARIES AND AFFILIATES
WHEREAS, on August 27, 2003, Stone & Webster, Incorporated,
and certain of its subsidiaries and affiliates ("SWINC") and Stone & Webster
Engineers and Constructors, Inc. and certain of its subsidiaries and
affiliates ("SWE&C"), debtors and debtors in possession in the above-captioned
cases (collectively, the "Debtors"),(1) filed the Third Amended Joint Plan of
Reorganization Proposed by the Debtors in Possession, the Official Committee
of Unsecured Creditors, Federal Insurance Company, Maine Yankee Atomic Power
Company, and the Official Committee of Equity Security Holders for (I) Stone &
Webster, Incorporated and Certain of Its Subsidiaries and Affiliates and (II)
Stone & Webster Engineers and Constructors, Inc. and Certain of Its
Subsidiaries and Affiliates (the "Third Joint Plan"), together with a related
disclosure statement (the "Disclosure Statement"); and
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(1) All capitalized terms not defined herein shall have the meanings ascribed
to them in the Third Joint Plan.
WHEREAS, on September 4, 2003, the Court entered an order
which, among other things, (i) approved solicitation, voting and tabulation
procedures, notice of the hearing on confirmation of the Third Joint Plan (the
"Confirmation Hearing Notice"), and certain deadlines (the "Solicitation
Procedures Order"); and (ii) approved the adequacy of the Disclosure Statement
in accordance with Bankruptcy Code section 1125 (the "Disclosure Statement
Order"); and
WHEREAS, the Confirmation Hearing Notice, the Disclosure
Statement, the Third Joint Plan, certain notices of non-voting status (the
"Non-Voting Notices"), and/or the appropriate Ballots (collectively, the
"Solicitation Package") were transmitted to all holders of Claims and
Interests and other parties in interest in accordance with Bankruptcy Rule
3017(d) and the Solicitation Procedures Order, as set forth in the Affidavit
of David Hartie of Innisfree M&A, Incorporated, the equity voting agent, dated
September 23, 2003 and filed on October 7, 2003 (Docket No. 4578) and the
Affidavit of Service of Jon Thomas of St Ives Burrups, dated September 17,
2003 and filed on September 23, 2003 (Docket No. 4541) (the "Solicitation
Declarations"); and
WHEREAS, the Confirmation Hearing Notice was published on
September 15, 2003 in the national edition of the Wall Street Journal, the
Boston Globe, and the Boston Herald, as set forth in the Affidavit of The
Trumbull Group LLC f/k/a/ Trumbull Associates LLC regarding Newspaper
Publishing of Notice of Confirmation Hearing and Objection Deadline filed on
September 28, 2003 (Docket No. 4550) (the "Publication Affidavit"); and
WHEREAS, on October 20, 2003, the Plan Proponents filed the
Plan Supplement to Third Amended Joint Plan Of Reorganization Proposed by the
Debtors in Possession, the Official Committee of Unsecured Creditors, Federal
Insurance Company, Maine Yankee Atomic Power Company, and the Official
Committee of Equity Security Holders for (I) Stone & Webster, Incorporated and
Certain of Its Subsidiaries and Affiliates and (II) Stone & Webster Engineers
and Constructors, Inc. and Certain of Its Subsidiaries and Affiliates (the
"Plan Supplement") (Docket No. 4625); and
WHEREAS, on October 29, 2003, the Plan Proponents filed the
Certification of Innisfree M&A Incorporated with Respect to Tabulation of
Votes on the Debtors' Third Amended Joint Plan fo Reorganization (Docket No.
4652) (the "Innisfree Voting Tabulation"), certifying the results of the
ballot tabulation for Class 9A: SWINC Equity Interests voting to accept or
reject the Third Joint Plan; and
WHEREAS, on October 29, 2003, the Plan Proponents filed the
Declaration of William R. Gruber, Jr. Certifying Vote on Tabulation of Ballots
Accepting and Rejecting the Third Amended Joint Plan Of Reorganization
Proposed by the Debtors in Possession, the Official Committee of Unsecured
Creditors, Federal Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders for (I) Stone & Webster,
Incorporated and Certain of Its Subsidiaries and Affiliates and (II) Stone &
Webster Engineers and Constructors, Inc. and Certain of Its Subsidiaries and
Affiliates (Docket No. 4656) (the "Trumbull Voting Tabulation"), attesting and
certifying the results of the ballot tabulation for the classes of Claims
voting to accept or reject the Third Joint Plan; and
WHEREAS on December 9, 2003, the Plan Proponents filed the
Amended Declaration of William R. Gruber, Jr. Certifying Vote on Tabulation of
Ballots Accepting and Rejecting the Third Amended Joint Plan Of Reorganization
Proposed by the Debtors in Possession, the Official Committee of Unsecured
Creditors, Federal Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders for (I) Stone & Webster,
Incorporated and Certain of Its Subsidiaries and Affiliates and (II) Stone &
Webster Engineers and Constructors, Inc. and Certain of Its Subsidiaries and
Affiliates (Docket No. 4768) (the "Amended Trumbull Voting Tabulation"), which
amended the Trumbull Voting Tabulation to include the voting results for Class
4B as an accepting Class under the Third Joint Plan; and
WHEREAS, nine (9) objections or purported objections to
confirmation of the Third Joint Plan were filed (the "Objections"); and
WHEREAS, on October 30, 2003, the Debtors filed a memorandum
of law in support of confirmation of the Third Joint Plan ("Docket No. 4661)
(the "Confirmation Memorandum"); and
WHEREAS, pursuant to Bankruptcy Code section 1128(a), the
Court held a hearing commencing on October 31, 2003, at 10:00 a.m. (the
"Confirmation Hearing"), which hearing was continued to November 18, 2003, at
9:30 a.m. and further continued to December 18, 2003, at 9:30 a.m., and
January 13, 2004, at 10:00 a.m., to consider confirmation of the Third Joint
Plan and the Objections.
NOW THEREFORE, based upon the Court's review and
consideration of (i) the declarations and submissions previously filed with
the Court, including the Solicitation Declarations, the Innisfree Voting
Tabulation, the Trumbull Voting Tabulation, the Amended Trumbull Voting
Tabulation, and the Publication Declaration; (ii) the record of the
Confirmation Hearing (including all of the evidence proffered or adduced at
the hearing, the pleadings, briefs, memoranda and other submissions filed in
connection therewith, and the arguments of counsel made at the hearing); (iii)
the Objections; and (iv) the entire record of these Chapter 11 Cases; and
after due deliberation thereon, and good cause appearing therefor:
FINDINGS OF FACT AND CONCLUSIONS OF LAW
THE COURT FINDS AND CONCLUDES THAT:(2)
1. Exclusive Jurisdiction; Venue; Core Proceeding - 28 U.S.
C. ss.ss. 157(b)(2) and 1334(a). This Court has jurisdiction over the Chapter
11 Cases pursuant to 28 U.S.C. ss.ss. 157 and 1334. Venue is proper under 28
U.S.C. ss.ss. 1408 and 1409. Confirmation of the Third Joint Plan is a core
proceeding under 28 U.S.C. ss. 157(b)(2), and this Court has exclusive
jurisdiction to determine whether the Third Joint Plan complies with the
applicable provisions of the Bankruptcy Code and should be confirmed.
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(2) Findings of fact shall be construed as conclusions of law and
conclusions of law shall be construed as findings of fact when
appropriate. See Fed. R. Bankr. P. 7052.
2. Judicial Notice. Judicial notice is hereby taken of the
docket of the Chapter 11 Cases maintained by the Clerk of the Court and/or its
duly-appointed agent, including, without limitation, all pleadings and other
documents filed, all orders entered, and transcripts of, and all evidence and
arguments made, proffered, or adduced at, the hearings held before the Court
during the pendency of the Chapter 11 Cases.
3. Burden of Proof. The Plan Proponents have the burden of
proving the elements of Bankruptcy Code sections 1129(a) and (b) by a
preponderance of the evidence.
4. Transmittal and Mailing of Materials; Notice. Due,
adequate, and sufficient notice of the Disclosure Statement, the Third Joint
Plan, and the Confirmation Hearing, along with all deadlines for voting on or
filing objections to the Third Joint Plan, has been given to all known holders
of Claims and/or Interests in accordance with the Bankruptcy Rules and the
procedures set forth in the Solicitation Procedures Order and further orders
of the Court.
5. Solicitation. Votes for acceptance or rejection of the
Third Joint Plan were solicited in good faith and in compliance with
Bankruptcy Code sections 1125 and 1126, Bankruptcy Rules 3017 and 3018, the
Disclosure Statement, all other applicable provisions of the Bankruptcy Code,
and all other rules, laws and regulations.
6. Distribution. All procedures used to distribute the
Solicitation Packages to the applicable holders of Claims and to tabulate the
Ballots were fair and conducted in accordance with the Solicitation Procedures
Order, the Bankruptcy Code, the Bankruptcy Rules, the local rules of the
Bankruptcy Court, and any other applicable rules, laws, and regulations.
7. Impaired Classes That Have Voted to Accept the Third
Joint Plan. As evidenced by the Tabulation Declarations, which certified the
results of the voting on the Third Joint Plan, Classes 5A, 9A, 3B, 4B and 5B
have voted to accept or are deemed to have accepted the plan in accordance
with the Solicitation Procedures Order and the requirements of sections 1124
and 1126 of the Bankruptcy code. Thus, at least one impaired class of Claims
has voted to accept the Third Joint Plan, determined without including any
acceptance of the Third Joint Plan by an insider.
8. Classes Deemed to Have Accepted the Third Joint Plan.
Classes 1A, 2A, 1B and 2B are not impaired and are deemed to have accepted the
Third Joint Plan under Bankruptcy Code section 1126(f).
9. Classes Deemed to Have Rejected the Third Joint Plan.
Classes 6A, 10A, 6B, 7B, 8B, 9B and 10B will receive no distribution under the
Third Joint Plan and are deemed to have rejected the Third Joint Plan under
Bankruptcy Code section 1126(g). No votes were received in Classes 3A or 7A,
and the votes cast in Class 8A were solely by insiders of the Debtors, thus
Classes 3A, 7A, and 8A have been deemed to neither accept nor reject the Third
Joint Plan.
10. Modifications to the Third Joint Plan. The modifications
to the Third Joint Plan set forth on the record of the Confirmation Hearing
and made by this Confirmation Order do not materially and adversely affect or
change the treatment of any creditor who has not accepted such modifications.
Accordingly, under Fed. R. Bankr. P. 3019, these modifications neither require
additional disclosure under Bankruptcy Code section 1125 nor re-solicitation
of acceptances or rejections under Bankruptcy Code section 1126, nor do they
require that holders of Claims be afforded an opportunity to change previously
cast acceptances or rejections of the Third Joint Plan. Disclosure of the
modifications on the record of the Confirmation Hearing constitutes due and
sufficient notice thereof under the circumstances of the Chapter 11 Cases.
Accordingly, pursuant to Bankruptcy Code section 1127 and Bankruptcy Rule
3019, all holders of Claims that have accepted or are conclusively deemed to
have accepted the Third Joint Plan are deemed to have accepted such
modifications to the Third Joint Plan.
11. Plan Compliance with Bankruptcy Code - 11 U.S.C. ss.
1129(a)(1). The Third Joint Plan complies with the applicable provisions of
the Bankruptcy Code and the Bankruptcy Rules, thereby satisfying 11 U.S.C. ss.
1129(a)(1).
a. Proper Classification - 11 U.S.C. ss.ss. 1122,
1123(a)(1). In addition to Administrative Claims and
Priority Tax Claims, which need not be classified, the Third
Joint Plan designates ten Classes of Claims and Interests at
each of the Consolidated SWINC Estate and the Consolidated
SWE&C Estate. The Claims and Interests placed in each Class
are substantially similar to other Claims or Interests, as
the case may be, in each such Class, and such classification
is therefore consistent with Bankruptcy Code section 1122.
Valid business, factual and legal reasons exist for
separately classifying the various Classes of Claims and
Interests created under the Third Joint Plan, and such
Classes and the Third Joint Plan's treatment thereof do not
unfairly discriminate between holders of Claims or
Interests. The Third Joint Plan satisfies Bankruptcy Code
sections 1122 and 1123(a)(1).
b. Specified Treatment of Unimpaired Classes 11 U.S.C.
ss. 1123(a)(2). Article II.D. of the Third Joint Plan
specifies that Classes 1A, 1B, 2A, and 2B are not impaired
under the Third Joint Plan, thereby satisfying Bankruptcy
Code section 1123(a)(2).
c. Specified Treatment of Impaired Classes - 11 U.S.C.
ss.1123(a)(3). Article II.E. of the Third Joint Plan
specifies the treatment of the impaired Classes of Claims
(Classes 3A through 8A and Classes 3B through 8B) and
Interests (Classes 9A, 10A, 9B and 10B), thereby satisfying
Bankruptcy Code section 1123(a)(3).
d. No Discrimination - 11 U.S.C. ss. 1123(a)(4). The
Third Joint Plan provides the same treatment for each Claim
or Interest within each respective Class unless the holder
of a particular Claim or Interest has agreed to other
treatment of such Claim or Interest, thereby satisfying
Bankruptcy Code section 1123(a)(4).
e. Implementation of the Third Joint Plan - 11
U.S.C.ss.1123(a)(5). Article VII of the Third Joint Plan
provides adequate and proper means for implementing of the
Third Joint Plan, thereby satisfying Bankruptcy Code section
1123(a)(5). Among other things, Article VII provides for (i)
the substantive consolidation of the Debtors' Estates into
the Consolidated SWINC Estate and the Consolidated SWE&C
Estate; (ii) the cancellation of all Old Common Stock issued
and outstanding or held in treasury; (iii) the amendment of
the Debtors' organizational documents; and (iv) the issuance
of new securities. Other articles of the Third Joint Plan
provide means for implementation of the Third Joint Plan as
well. For example, Article VIII describes the securities to
be issued in connection with the Third Joint Plan; Article
IX includes provisions regarding distributions under the
Third Joint Plan; Article X provides for the treatment of
executory contracts and unexpired leases; Article XI
establishes procedures for resolving disputed, contingent,
and unliquidated Claims; Article XII identifies conditions
precedent to confirmation and consummation of the Third
Joint Plan; and Article XIV provides for the continuing
jurisdiction over matters arising out of or related to these
Chapter 11 Cases and the Third Joint Plan.
f. Prohibition Against Issuance of NonVoting Equity
Securities - 11 U.S.C. ss. 1123(a)(6). Article VII.E
provides that the bylaws and certificate of incorporation of
Reorganized SWINC shall, among other things, provide for the
inclusion of provisions prohibiting the issuance of
non-voting equity securities. Thus, the requirements of
Bankruptcy Code section 1123(a)(6) are satisfied.
g. Selection of Officers and Directors - 11 U.S.C. ss.
1123(a)(7). The Plan Proponents properly and adequately
disclosed the officers and directors of Reorganized SWINC,
the members of the Consolidated SWINC Governing Board, and
the members of the SWE&C Liquidating Trust Advisory Board or
the manner of selection of such officers and directors,
consistent with the interests of holders of Claims and
Interests and with public policy, thereby satisfying
Bankruptcy Code section 1123(a)(7).
h. Additional Plan Provisions - 11 U.S.C. ss. 1123(b).
The Third Joint Plan's provisions are appropriate and not
inconsistent with the applicable provisions of the
Bankruptcy Code.
12. Identification of Plan Proponents - Fed. R. Bankr. P.
3016(a). The Third Joint Plan satisfies Bankruptcy Rule 3016(a) by identifying
the date of the Third Joint Plan and the proponents of the Third Joint Plan.
13. Notice of the Confirmation Hearing - Fed. R. Bankr. P.
3017. The Debtors have given notice of the Confirmation Hearing as required by
Fed. R. Bankr. P. 3017(d) and the Solicitation Procedures Order. The
Solicitation Packages prescribed by the Solicitation Procedures Order were
transmitted to the creditors and interest holders entitled to vote on the
Third Joint Plan in accordance with Fed. R. Bankr. P. 3017(d) and, with
respect to beneficial holders in Class 9A, pursuant to Fed. R. Bankr. P.
3017(e).
14. Solicitation of Votes - Fed. R. Bankr. P. 3018. The
solicitation of votes to accept or reject the Third Joint Plan satisfies Fed.
R. Bankr. P. 3018. The Third Joint Plan was transmitted to all creditors and
interest holders entitled to vote on the Third Joint Plan, sufficient time was
prescribed for such creditors and interest holders to accept or reject the
Third Joint Plan, and the solicitation materials used and solicitation
procedures followed comply with Bankruptcy Code section 1126, thereby
satisfying the requirements of Fed. R. Bankr. P. 3018.
15. The Debtors' Compliance with the Bankruptcy Code - 11
U.S.C. ss. 1129(a)(2). The Debtors have complied with the applicable
provisions of the Bankruptcy Code, thereby satisfying Bankruptcy Code section
1129(a)(2). Specifically:
a. The Debtors are proper debtors under Bankruptcy Code
section 109.
b. The Debtors have complied with applicable provisions
of the Bankruptcy Code, except as otherwise provided or
permitted by orders of the Court.
c. The Debtors have complied with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules and
the Solicitation Procedures Order in transmitting the Third
Joint Plan, the Disclosure Statement, the Ballots and
related documents and notices and in soliciting and
tabulating votes on the Third Joint Plan.
16. Plan Proposed in Good Faith - 11 U.S.C.ss.1129(a)(3).
The Plan Proponents have proposed the Third Joint Plan in good faith and not
by any means forbidden by law, thereby satisfying Bankruptcy Code section
1129(a)(3). This Court has examined the totality of the circumstances
surrounding the formulation of the Third Joint Plan. Based upon the evidence
presented at the Confirmation Hearing, the Court finds and concludes that the
Third Joint Plan has been proposed with the legitimate and honest purpose of
restructuring the Debtors' debts and making distributions pursuant to the
Third Joint Plan and in accordance with the priorities set forth in the
Bankruptcy Code. The Third Joint Plan is the product of extensive arms'-length
negotiations among the Debtors, the Creditors' Committee, Federal, Maine
Yankee, and the Equity Committee, which itself provides independent evidence
of the good faith of the Debtors in proposing the Third Joint Plan.
17. Payment for Services or Costs and Expenses - 11 U.S.C.
ss. 1129(a)(4). Any payments made or to be made by the Debtors or Reorganized
SWINC for services or for costs and expenses accruing before confirmation or
in connection with the Chapter 11 Cases, or in connection with the Third Joint
Plan and incident to the Chapter 11 Cases, have been approved by, or are
subject to the approval of, the Court as reasonable, thereby satisfying
Bankruptcy Code section 1129(a)(4). Specifically, all fees and expenses
incurred by Professionals will be subject to the Court's final approval
following the filing of final fee applications under Bankruptcy Code section
330.
18. Identification of Directors, Officers, and Insiders - 11
U.S.C. ss. 1129(a)(5). The Debtors have complied with Bankruptcy Code section
1129(a)(5) by disclosing at or before the Confirmation Hearing as required by
the Third Joint Plan (i) the identity and affiliations of any individual
proposed to serve, after confirmation of the Third Joint Plan, as a member of
the initial board of directors of Reorganized SWINC, (ii) the identity and
affiliations of any individual proposed to serve, after confirmation of the
Third Joint Plan, as the SWINC Plan Administrator and as members of the
Consolidated SWINC Estate Governing Board, (iii) the identity and affiliation
of the individual proposed to serve, after confirmation of the Third Joint
Plan, as the Asbestos Trustee, and (iv) the identity and affiliations of any
individual proposed to serve, after confirmation of the Third Joint Plan, as
the SWE&C Liquidating Trustee and as members of the SWE&C Liquidating Trust
Advisory Board. The appointment to such position of such individual(s) is
consistent with the interests of the creditors and Interest holders and with
public policy.
19. No Rate Changes - 11 U.S.C. ss. 1129(a)(6). No
governmental regulatory commission has jurisdiction over rates of the Debtors
after confirmation of the Third Joint Plan. Thus, Bankruptcy Code section
1129(a)(6) is not applicable in these Chapter 11 Cases.
20. Best Interests of Creditors Test - 11 U.S.C. ss.
1129(a)(7). The Third Joint Plan satisfies Bankruptcy Code section 1129(a)(7).
Specifically:
a. The Liquidation Analysis contained in the Disclosure
Statement and other evidence regarding the subject thereof
that has been proffered or adduced at or before the
Confirmation Hearing have not been controverted by other
evidence. The methodology used and assumptions made in
connection with the Liquidation Analysis, as supplemented by
other evidence at the Confirmation Hearing, are reasonable.
b. Each holder of a Claim or Interest in each Impaired
Class either has accepted the Third Joint Plan or will
receive or retain on account of such Claim or Interest
property of a value, as of the Effective Date of the Third
Joint Plan, that is not less 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.
21. Acceptance by Certain Classes - 11 U.S.C. ss.
1129(a)(8). Except for the Classes deemed to reject the Third Joint Plan, each
Class of Claims or Interests has accepted the Third Joint Plan or is not
impaired under the Third Joint Plan and therefore is conclusively presumed to
have accepted the Third Joint Plan without the need for solicitation of
acceptances or rejections with respect to such Class, with the exception of
Classes 3A, 7A, and 8A, which are deemed to have neither accepted nor rejected
the Third Joint Plan. Because not all Impaired Classes of Claims and Interests
have accepted the Third Joint Plan or are deemed to have accepted the Third
Joint Plan, the requirements of Bankruptcy Code section 1129(a)(8) have not
been met, thus requiring application fo Bankruptcy Code section 1129(b).
22. Treatment of Administrative, Other Priority Claims and
Priority Tax Claims - 11 U.S.C. ss. 1129(a)(9). The treatment of
Administrative Claims under Articles III and IV of the Third Joint Plan
satisfies the requirements of Bankruptcy Code section 1129(a)(9)(A); the
treatment of Other Priority Claims under Article IV of the Third Joint Plan
satisfies the requirements of Bankruptcy Code section 1129(a)(9)(B); and the
treatment of Priority Tax Claims under Article IV of the Third Joint Plan
satisfies the requirements of Bankruptcy Code section 1129(a)(9)(C).
23. Acceptance by Impaired Classes - 11 U.S.C. ss.
1129(a)(10). At least one Class of Claims that is impaired under the Third
Joint Plan has accepted the Third Joint Plan, determined without including any
acceptance of the Third Joint Plan by an insider of the Debtors holding a
Claim in such Class, thereby satisfying Bankruptcy Code section 1129(a)(10).
24. Feasibility - 11 U.S.C. ss. 1129(a)(11). The projections
set forth in Liquidation Analysis and other evidence proffered or adduced by
the Debtors at the Confirmation hearing with respect to feasibility (i) are
persuasive and credible, (ii) have not been controverted by other evidence or
challenged in any objection, (iii) are based upon reasonable and sound
assumptions, and (iv) establish that the Third Joint Plan is feasible, thus,
satisfying the requirements of Bankruptcy Code section 1129(a)(11).
25. Payment of Fees - 11 U.S.C. ss. 1129(a)(12). All fees
payable under 28 U.S.C. ss. 1930 on or before the Effective Date, as
determined by the Court, have been paid or will be paid on the Effective Date
pursuant to Article XV.B of the Third Joint Plan, thus satisfying the
requirements of Bankruptcy Code section 1129(a)(12).
26. Continuation of Retiree Benefits - 11 U.S.C. ss.
1129(a)(13). The Debtors do not have any retiree benefits to be continued
under the Third Joint Plan, although they are assuming the Pension Plan. The
Pension Plan is part of the Debtors' defined benefits plan, and is not a
retiree benefit plan, thus Bankruptcy Code section 1129(a)(13) is not
applicable to the Debtors.
27. Fair and Equitable; No Unfair Discrimination - 11 U.S.C.
ss. 1129(b). Classes 10A, 6B, 7B, 8B, 9B, and 10B will not receive or retain
any property under the Third Joint Plan, and, therefore, are deemed to have
rejected the Third Joint Plan under Bankruptcy Code section 1126(g). The
Debtors presented uncontroverted evidence at the Confirmation Hearing that the
Third Joint Plan does not discriminate unfairly and is fair and equitable with
respect to Classes 10A, 6B, 7B, 8B, 9B, and 10B, as required by Bankruptcy
Code section 1129(b)(1). Thus, the Third Joint Plan may be confirmed
notwithstanding the Debtors' failure to satisfy Bankruptcy Code section
1129(a)(8). Upon confirmation and the occurrence of the Effective Date, the
Third Joint Plan shall be binding upon the members of Classes 10A, 6B, 7B, 8B,
9B, and 10B.
28. Principal Purpose of the Third Joint Plan - 11 U.S.C.
ss. 1129(d). The principal purpose of the Third Joint Plan is neither the
avoidance of taxes nor the avoidance of Section 5 of the Securities Act of
1933, and no governmental unit has objected to the confirmation of the Third
Joint Plan on any such grounds. The Third Joint Plan therefore satisfies the
requirements of Bankruptcy Code section 1129(d).
29. Good Faith Solicitation - 11 U.S.C. ss. 1125(e). Based
on the record before the Court in these Chapter 11 Cases, the Debtors, the
Creditors' Committee, the Equity Committee, Federal, and Maine Yankee and
their respective directors, officers, employees, partners, shareholders,
members, agents, advisors, accountants, investment bankers, consultants,
attorneys, and other representatives have acted in good faith within the
meaning of Bankruptcy Code section 1125(e) in compliance with the applicable
provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all
of their respective activities relating to the solicitation of acceptances to
the Third Joint Plan and their participation in the activities described in
Bankruptcy Code section 1125, and are entitled to the protections afforded by
Bankruptcy Code section 1125(e) and the exculpation and injunctive provisions
set forth in Article XIII of the Third Joint Plan.
30. Impairment of Classes - 11 U.S.C. ss. 1123(b)(1). In
accordance with Bankruptcy Code section 1123(b)(1), Article II of the Third
Joint Plan impairs or leaves unimpaired, as the case may be, each class of
Claims and Interests under the Third Joint Plan.
31. Treatment of Executory Contracts and Unexpired Leases -
11 U.S.C. ss. 1123(b)(2). The Third Joint Plan constitutes a motion by the
Debtors to reject all executory contracts and unexpired leases in effect on
the Confirmation Date, subject to the occurrence of the Effective Date, except
those contracts and leases (i) that have previously (a) assumed or rejected by
the Debtors (including, but not limited to, those executory contracts and
unexpired leases assumed and assigned to Shaw) or (b) expired to terminated by
their own terms, or (ii) identified on the list of assumed contracts and
leases attached as Exhibit H to the Third Joint Plan. The Debtors' decision
regarding the assumption or rejection of the executory contracts is based on
and is within the sound business judgment of the Debtors, and is in the best
interests of the Debtors, their Estates, and their creditors and interest
holders. In accordance with the Third Joint Plan, any Claim resulting from the
rejection of an executory contract or unexpired lease, which is not already
the subject of a timely filed proof of claim, must be filed with the
Bankruptcy Court and served upon counsel for the Plan Proponents within 30
days after service of notice of entry of the Confirmation Order, or such other
date as prescribed by the Court. Any Claim not filed by the deadline will be
unenforceable and forever barred. Accordingly, the Third Joint Plan complies
with Bankruptcy Code section 1123(b)(2).
32. Releases and Discharges. The releases and discharges of
claims and causes of action described in Article XIII of the Third Joint Plan
constitute good faith compromises and settlements of the matters covered
thereby. Such compromises and settlements are made in exchange for
consideration and are in the best interests of holders of Claims or Interests,
are fair, equitable, and reasonable and are integral elements of the
restructuring and resolution of the Chapter 11 Cases in accordance with the
Third Joint Plan. Each of the discharge, release, injunction, indemnification
and exculpation provisions set forth in the Third Joint Plan: (1) is within
the jurisdiction of the Court under 28 U.S.C. ss.ss. 1334(a), (b), and (d);
(2) is an essential means of implementing the Third Joint Plan pursuant to
Bankruptcy Code section 1123(a)(5); (3) is an integral element of the
transactions incorporated into the Third Joint Plan; (4) confers material
benefit on, and is in the best interest of, the Debtors, their estates and
their creditors; (5) is important to the overall objectives of the Third Joint
Plan to finally resolve all Claims among or against the parties-in-interest in
the Chapter 11 Cases with respect to the Debtors, their organization,
capitalization, operation and reorganization; and (6) is consistent with
Bankruptcy Code sections 105, 1123, 1129 and other applicable provisions of
the Bankruptcy Code.
33. Retention, Enforcement, and Settlement of Claims Held by
the Debtors - 11 U.S.C. ss. 1123(b)(3). Article VII.R provides for the
Debtors' preservation of certain rights of action. Accordingly, the Third
Joint Plan complies with Bankruptcy Code section 1123(b)(3).
34. Rights of Holders of Claims - 11 U.S.C. ss. 1123(b)(5).
The Third Joint Plan does not propose to modify the rights of holders of
Claims. Accordingly, Bankruptcy Code section 1123(b)(5) is inapplicable.
35. Other Provisions Not Inconsistent with Title 11 - U.S.C.
ss. 1123(b)(6). In accordance with Bankruptcy Code section 1123(b)(6), the
Third Joint Plan includes appropriate provisions that are not inconsistent
with the applicable provisions of the Bankruptcy Code.
36. Satisfaction of Confirmation Requirements. The Third
Joint Plan satisfies the requirements for confirmation set forth in Bankruptcy
Code section 1129. The Plan Proponents have represented to the court that the
conditions precedent to confirmation set forth in Article XII.A of the Third
Joint Plan have either been satisfied or waived.
37. Objections. All Objections to Confirmation of the Third
Joint Plan have been withdrawn, settled, or overruled.
38. Plan Settlements. In accordance with Fed. R. Bankr. P.
9019, the Third Joint Plan is dependent upon and incorporates the terms of
numerous compromises and settlements among the Debtors, the Creditors'
Committee, the Equity Committee, Federal, and Maine Yankee, as to a myriad of
significant and complex issues in dispute in the Chapter 11 Cases, including
the issues detailed in Article XIII.G of the Third Joint Plan, including, but
not limited to, (i) the Substantive Consolidation Settlement, (ii) the Pension
Plan Reversion Settlement, (iii) the Federal Settlement, (iv) the Maine Yankee
Settlement, and (v) the Isobord Settlement. These compromises and settlements
constitute good faith compromises and settlements of the matters covered
thereby. Such compromises and settlements are made in exchange for
consideration and are in the best interests of the Debtors, the Estates and
holders of Claims and Interests, are within the reasonable range of possible
litigation outcomes, are fair, equitable and reasonable and are essential
elements of the resolution of the Chapter 11 Cases in accordance with the
Third Joint Plan. Each of the compromises and settlements set forth in the
Third Joint Plan:
a. falls within the jurisdiction of this Court under 28
U.S.C.ss.ss.1334(a), (b) and (d);
b. is an essential means of implementing the Third Joint
Plan pursuant to Bankruptcy Code section 1123(a)(5);
c. is an integral element of the transactions
incorporated into the Third Joint Plan;
d. confers material benefit on, and is in the best
interest of the Debtors, their estates and their creditors;
e. is important to the overall objectives of the Third
Joint Plan to finally resolve all claims among or against
the parties in interest in the Chapter 11 Cases; and
f. is consistent with Bankruptcy Code sections 105,
510(a), 1123, 1129 and other applicable provisions of the
Bankruptcy Code.
Each settlement and compromise has been negotiated at arms'
length and has been entered into in good faith. The settlements and
compromises avoid costly and time consuming litigation and pave the way toward
achieving a successful reorganization.
39. Plan Modifications. The modifications to the Third Joint
Plan set forth in the Modified Third Amended Joint Plan of Reorganization
Proposed by the Debtors in Possession, the Official Committee of Unsecured
Creditors, Federal Insurance Company, Maine Yankee Atomic Power Company, and
the Official Committee of Equity Security Holders for (I) Stone & Webster,
Incorporated and Certain of Its Subsidiaries and Affiliates and (II) Stone &
Webster Engineers and Constructors, Inc. and Certain of Its Subsidiaries and
Affiliates Joint Plan (the "Modified Third Joint Plan"), as shown on Exhibit A
hereto, do not materially or adversely affect or change the treatment of any
holder of a Claim or Interest who has not accepted in writing the
modifications. Accordingly, pursuant to Fed. R. Bankr. P. 3019, such
modifications do not require additional disclosure under Bankruptcy Code
section 1125 or resolicitation of acceptances or rejections under Bankruptcy
Code section 1126, nor do they require that holders of claims be afforded an
opportunity to change previously cast acceptances or rejections of the Third
Joint Plan. Disclosure of the modifications on the record at the Confirmation
Hearing constitutes due and sufficient notice thereof under the circumstances
of these Chapter 11 Cases.
DECREES
ACCORDINGLY, THE COURT HEREBY ORDERS THAT:
1. Confirmation of the Third Joint Plan. The Third Joint
Plan, which consists of the Third Joint Plan, the Modified Third Joint Plan,
and modifications set forth in this Confirmation Order or on the record at the
Confirmation Hearing, is approved and confirmed under Bankruptcy Code section
1129 in its entirety. The terms of the Third Joint Plan are incorporated by
reference into and are an integral part of this Confirmation Order.
2. Objections. All objections that have not been withdrawn,
waived or settled, and all reservations of rights pertaining to confirmation
of the Third Joint Plan included therein, are overruled on the merits.
3. Provisions of Plan and Order Nonseverable and Mutually
Dependent. The provisions of the Third Joint Plan and this Confirmation Order,
including the findings of fact and conclusions of law set forth herein, are
nonseverable and mutually dependent.
4. Plan Classification Controlling. The classification of
Claims and Interests for purposes of the distributions to be made under the
Third Joint Plan shall be governed solely by the terms of the Third Joint
Plan. The classifications set forth on any ballots tendered to or returned by
the Claim or Interest holders in connection with voting on the Third Joint
Plan (a) were set forth on such ballots solely for purposes of voting to
accept or reject the Third Joint Plan, (b) do not necessarily represent, and
in no event shall be deemed to modify or otherwise affect, the actual
classification of such Claims under the Third Joint Plan for distribution
purposes, (c) may not be relied upon by any Claim or Interest holder as
representing the actual classification of such Claims or Interest under the
Third Joint Plan for distribution purposes, and (d) shall not be binding on
Reorganized SWINC, the Estates, or the Debtors.
5. Approval of Plan Modifications. The modifications set
forth in the Modified Third Joint Plan are approved. The Modified Third Joint
Plan shall constitute the Third Joint Plan and all references herein to the
Third Joint Plan shall mean the Third Joint Plan as so modified.
6. Effects of Confirmation; Immediate Effectiveness;
Successors and Assigns. The Court directs that Fed. R. Civ. P. 62(a) and the
stay provided by Bankruptcy Rule 3020(e) shall not apply to this Confirmation
Order, and the Court authorizes the Debtors to consummate the Third Joint Plan
after entry of this Confirmation Order. Subject to the occurrence of the
Effective Date as provided in Article XII of the Third Joint Plan, and
notwithstanding any otherwise applicable law, immediately upon the entry of
this Confirmation Order, the terms of the Third Joint Plan (including the Plan
Exhibits and all documents and agreements executed pursuant to the Third Joint
Plan) and this Confirmation Order shall be binding on (a) the Debtors, (b)
Reorganized SWINC, (c) all holders of Claims against and Interests in the
Debtors, whether or not impaired under the Third Joint Plan and whether or
not, if impaired, such holders accepted the Third Joint Plan, (d) each Person
acquiring property under the Third Joint Plan, (e) any other party in
interest, (f) any Person making an appearance in these Chapter 11 Cases, and
(g) each of the foregoing's respective heirs, successors, assigns, trustees,
executors, administrators, affiliates, officers, directors, agents,
representatives, attorneys, beneficiaries, or guardians. Upon the occurrence
of the Effective Date with respect to each Debtor, the Third Joint Plan shall
be deemed substantially consummated as to each such Debtor.
7. Continued Corporate Existence of Reorganized SWINC;
Dissolution of SWE&C and the SWE&C Subsidiaries. On the Effective Date,
Reorganized SWINC shall emerge from the Consolidated SWINC Estate, in
accordance with the laws of the State of Delaware and pursuant to the
certificate of incorporation and by-laws of SWINC in effect before the
Effective Date, as amended under the Third Joint Plan. Reorganized SWINC may
engage in any lawful activity for which corporations may be organized under
the Delaware General Corporation Law.
8. On the Effective Date or as soon thereafter as the SWE&C
Liquidating Trustee determines is appropriate, SWE&C and the SWE&C
Subsidiaries shall be dissolved.
9. No Revesting of Assets. On or following the Effective
Date, the property of the Estates of SWINC and the SWINC Subsidiaries (except
for any obligations and/or reversionary interest in the Pension Plan and the
rights to Cash contributed to the Reorganized SWINC Operating Reserve in
accordance with the Third Joint Plan) shall remain or become property of the
Consolidated SWINC Estate and shall continue to be subject to the jurisdiction
of the Court following confirmation of the Third Joint Plan until distributed
to holders of Allowed Claims and Allowed Interests in accordance with the
provisions of the Third Joint Plan, the SWINC Plan Administrator Agreement,
and this Confirmation Order.
10. On or following the Effective Date, the property of the
Estates of SWE&C and the SWE&C Subsidiaries (except for the right to Cash
contributed to the Reorganized SWINC Operating Reserve in accordance with the
Third Joint Plan) shall remain or become property of the SWE&C Liquidating
Trust and shall continue to be subject to the jurisdiction of the Court
following confirmation of the Third Joint Plan until distributed to holders of
Allowed Claims and Allowed Interests in accordance with the provisions of the
Third Joint Plan, the SWE&C Liquidating Trust Agreement, and this Confirmation
Order.
11. Release of Liens. Except as otherwise provided in the
Third Joint Plan or this Confirmation Order, or in any contract, instrument,
release or other agreement or document created in connection with the Third
Joint Plan, on the Effective Date, all mortgages, deeds of trust, liens,
pledges or other security interests against property of the Debtors' Estates
are fully released and discharged.
12. Transfers of Property. To the extent the transfer of
assets of the Debtors to Reorganized SWINC pursuant to Article VII.Q of the
Third Joint Plan or the succession to assets of the Debtors by the
Consolidated SWINC Estate or the SWE&C Liquidating Trust, as the case may be,
are deemed to constitute a "transfer" of property, such transfers of property
(a) are or shall be legal, valid, and effective transfers of property, (b)
vest or shall vest with good title to such property, free and clear of all
liens, charges, Claims, encumbrances, or interests, except as expressly
provided in the Third Joint Plan or this Confirmation Order, (c) do not and
shall not constitute avoidable transfers under the Bankruptcy Code or under
applicable nonbankruptcy law, and (d) do not and shall not subject Reorganized
SWINC, the Consolidated SWINC Estate, or the SWE&C Liquidating Trust to any
liability by reason of such transfer under the Bankruptcy Code or under
applicable nonbankruptcy law, including, without limitation, any laws
affecting successor transferee liability.
13. Discharge of Reorganized SWINC. Except as expressly
provided in the Third Joint Plan or this Confirmation Order, Reorganized SWINC
is discharged effective upon the Effective Date from any claim or cause of
action, and Reorganized SWINC's liability in respect thereof is extinguished
completely, whether reduced to judgment or not, liquidated or unliquidated,
manifested or not, contingent or noncontingent, asserted or unasserted, fixed
or unfixed, matured or unmatured, disputed or undisputed, legal or equitable,
known or unknown, or that arose from any agreement of any Debtor entered into
or obligation of any Debtor incurred before the Effective Date, or from any
conduct of any Debtor that occurred prior to the Effective Date, or that
otherwise arose before the Effective Date, including, without limitation,
successor liability for any conduct of any of the prepetition entities and all
interest, if any, on any such debts, whether such interest accrued before or
after the Petition Date, and any liability (including withdrawal liability) to
the extent such liability relates to services performed by employees of the
Debtors prior to the Petition Date and that arise from a termination of
employment or a termination of any employee or retiree benefit program
regardless of whether such termination occurred prior to or after the Petition
Date.
14. Pursuant to Article XIII.C of the Third Joint Plan and
1141(d) of the Bankruptcy Code, except as otherwise specifically provided in
the Third Joint Plan or in this Confirmation Order, the distributions and
rights that are provided for in the Third Joint Plan shall be in exchange for
and in complete satisfaction, discharge and release, effective as of the
Effective Date, of Claims and causes of action (whether known or unknown)
against, liabilities of, liens on, obligations of and Interests in Reorganized
SWINC or any of its assets or properties, regardless of whether any property
shall have been distributed or retained pursuant to the Third Joint Plan on
account of such Claims, including, but not limited to, demands and liabilities
that arose on or before the Effective Date, any liability (including
withdrawal liability) to the extent such Claims relate to services performed
by employees of the Debtors prior to the Petition Date and that arise from a
termination of employment or a termination of any employee or retiree benefit
program regardless of whether such termination occurred prior to or after the
Petition Date and all debts of the kind specified in sections 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 such debt is Allowed under section 502 of the
Bankruptcy Code or (c) the Claimholder of such a Claim accepted the Third
Joint Plan.
15. Releases, Limitations of Liability, and Indemnification.
The releases set forth in Articles XIII.B, and the exculpation and limitation
of liability provisions set forth in Article XIII.D are incorporated in this
Confirmation Order as if set forth in full herein and are hereby approved in
their entirety.
16. Injunctions. Except as otherwise specifically provided
in the Third Joint Plan and except as may be necessary to enforce or remedy a
breach of the Third Joint Plan, from and after the Confirmation Date, all
entities that have held, hold or may hold a Claim or other debt or liability
against or an Interest in any of the Debtors shall be precluded and
permanently enjoined from: (i) commencing or continuing, in any manner or in
any place, any action or other proceeding; (ii) enforcing, attaching,
collecting or recovering in any manner any judgment, award, decree or order;
(iii) creating, perfecting or enforcing any lien or encumbrance; (iv)
asserting a setoff, right of subrogation or recoupment of any kind against any
debt, liability or obligation due to any Debtor; and (v) commencing or
continuing, in any manner or in any place, any action that does not comply
with or is inconsistent with the provisions of the Third Joint Plan; provided,
however, that nothing contained in this Confirmation Order or the Third Joint
Plan shall preclude such persons from exercising their rights pursuant to and
consistent with the terms of the Third Joint Plan, and provided, further,
however, that the Third Joint Plan does not release or otherwise affect any
pre or post Effective Date Claim, except as to the Debtors, that any person
may have against the fiduciaries of the Pension Plan, the Employee Stock
Ownership Plan of Stone & Webster, Incorporated and Participating
Subsidiaries, the Group Life Insurance and Spouses Insurance Plan of Stone &
Webster or the Employee Investment Plan of Stone & Webster Incorporated and
Participating Subsidiaries solely in their capacity as fiduciaries or the
Pension Plan or such other Plan. In addition, nothing in this provision will
affect or impair the rights, if any, that a non-debtor entity has to take
direct actions to recover under policies of insurance where such non-debtor
entity is a "co-insured" or "additional insured" with a Debtor.
17. Continuance of Injunctions and Automatic Stay. Pursuant
to Article XV.J of the Third Joint Plan, unless otherwise provided in the
Third Joint Plan or this Confirmation Order, all injunctions or stays provided
for in the Chapter 11 Cases under Bankruptcy Code sections 105, 362 or 524 or
otherwise, and in existence on the Confirmation Date, shall remain in full
force and effect until all property of the Estate(s) of SWINC and the SWINC
Subsidiaries and SWE&C and the SWE&C Subsidiaries has been distributed.
18. Plan Implementation Authorization. Pursuant to the Third
Joint Plan, as to Reorganized SWINC, the chairman of the Reorganized SWINC
Board, president, chief financial officer, or any other appropriate officer of
Reorganized SWINC shall be authorized to execute, deliver, file or record such
contracts, instruments, releases, and other agreements or documents and to
take such actions as may be necessary or appropriate to effectuate, implement
and further evidence the terms and conditions of the Third Joint Plan. As to
the Consolidated SWE&C Estate, the SWE&C Liquidating Trustee shall be
authorized to execute, deliver, file or record such contracts, instruments,
release, and any other agreements or documents, and to take such actions as
may be necessary or appropriate to effectuate and further evidence the Third
Joint Plan. Any of all such documents shall be accepted by each of the
respective state filing offices and recorded in accordance with applicable
state law and shall become effective in accordance with their terms and the
provisions of state law.
19. Binding Effect. On the Effective Date, except as
expressly provided in this Confirmation Order, the Third Joint Plan and its
provisions shall be binding upon (a) the Debtors, (b) Reorganized SWINC, (c)
the SWINC Plan Administrator and the Consolidated SWINC Estate Governing
Board, (d) the SWE&C Liquidating Trustee and the SWE&C Liquidating Trust
Advisory Board, (e) the Asbestos Trustee, (f) any entity acquiring or
receiving property or a distribution under the Third Joint Plan, (g) any
present or future holder of a Claim against or Interest in the Debtors,
including all governmental entities, whether or not the Claim or Interest of
such holder is impaired under the Third Joint Plan and whether or not such
holder or entity has accepted the Third Joint Plan, (h) any other party in
interest, (i) any person making an appearance in the Chapter 11 Cases, and (j)
any of the foregoing's heirs, successors, assigns, trustees, executors,
administrators, affiliates, directors, agents, representatives, attorneys,
beneficiaries, or guardians.
20. Approval of Substantive Consolidation. The substantive
consolidation of the Debtors' estates for the purposes and with the effects
described in Article XIII.G.2 of the Third Joint Plan is approved.
21. Approval of Compromises and Settlements Embodied in the
Third Joint Plan. The compromises and settlements of the issues described in
Article XII.G of the Third Joint Plan, and the terms and provisions of the
Third Joint Plan reflecting such compromises and settlements, including
without limitation Article XIII.G of the Third Joint Plan are approved,
including the Substantive Consolidation Settlement, the Pension Plan Reversion
Settlement, the Federal Settlement, the Maine Yankee Settlement, and the
Isobord Settlement.
22. Rejection of Executory Contracts and Unexpired Leases -
11 U.S.C. ss. 1123(b)(2). Pursuant to Article X of the Third Joint Plan, all
executory contracts and unexpired leases to which any of the Debtors are a
party shall be automatically rejected as of the Effective Date, unless such
executory contract or unexpired lease (a) shall have been previously assumed
by the Debtors, (b) is the subject of a motion to assume filed on or before
the Confirmation Date, or (c) is listed on the schedule of assumed contracts
and leases annexed as Exhibit H to the Third Joint Plan.
23. Bar Date for Rejection Damage Claims. Pursuant to
Article X.B of the Third Joint Plan, if the rejection of an executory contract
or unexpired lease pursuant to Article X.B of the Third Joint Plan or
otherwise gives rise to a Claim, such Claim shall be forever barred and shall
not be enforceable against the Debtors, the SWINC Plan Administrator, the
SWE&C Liquidating Trustee, or their respective successors or properties,
unless a proof of claim is filed and served no later than thirty (30) calendar
days after the service of a notice of entry of the Confirmation Order. Article
X.B shall not extend any prior deadline to file a proof of claim for damages
arising from the rejection of an executory contract or unexpired lease.
24. Governmental Approvals Not Required. This Confirmation
Order shall constitute all approvals and consents required, if any, by the
laws, rules or regulations of any State or any other governmental authority
with respect to implementation or consummation of the Third Joint Plan and any
documents, instruments or agreements, and any amendments or modifications
thereto, and any other acts referred to in or contemplated by the Third Joint
Plan, the Disclosure Statement and any documents, instruments or agreements,
and any amendments or modifications thereto.
25. Exemption from Certain Taxes. Pursuant to 11 U.S.C. ss.
1146(c), neither (a) the issuance, transfer or exchange of notes or equity
securities under the Third Joint Plan, (b) the creation of any mortgage, deed
of trust, lien, pledge or other security interest, (c) the making or
assignment of any contract, lease or sublease, nor (d) the making or delivery
of any deed or other instrument of transfer under, in furtherance of, or in
connection with, the Third Joint Plan, including, without limitation, any
merger agreements, any agreements of consolidation, restructuring,
disposition, liquidation, or dissolution, any deed, any bills of sale, or any
transfers of tangible or intangible property, shall be subject to any document
recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage
tax, stamp act, real estate transfer tax, sales or use tax, mortgage recording
tax, or other similar tax or governmental assessment. State and local
governmental officials or agents are hereby directed to forego the collection
of any such tax or governmental assessment and to accept for filing and
recordation any of the foregoing instruments or other documents without the
payment of any such tax or governmental assessment.
26. Exemption from Securities Laws. The exemption from the
requirements of Section 5 of the Securities Act of 1933, and any state or
local law requiring registration for the offer, sale, issuance, exchange or
transfer of a security provided for in the Third Joint Plan in exchange for
Claims against or Interests in the Debtors, or registration or licensing of an
issuer of, underwriter of, or broker dealer in, such security is authorized by
11 U.S.C. ss. 1145. The issuance of the Reorganized SWINC New Common Stock,
Reorganized SWINC New Series A Preferred Stock, and Reorganized SWINC New
Series B Preferred Stock is exempt from registration under 11 U.S.C. ss. 1145.
27. Plan Supplement. There being no objections to any of the
documents contained in the Plan Supplement and any amendments, modifications
and supplements thereto and all documents and agreements introduced therein
(including all exhibits and attachments thereto and documents referred to
therein), the execution, delivery and performance thereof is authorized and
approved. Without need for further order or authorization of the Court, the
Reorganized SWINC Board, the Consolidated SWINC Governing Board, the SWINC
Plan Administrator, the SWE&C Liquidating Trust Advisory Board, SWE&C
Liquidating Trustee, and the Asbestos Trustee, as appropriate, are authorized
and empowered to make any and all modifications to any and all documents
included as part of the Plan Supplement that may be agreed to by the parties
thereto and are consistent with the Third Joint Plan.
28. Final Fee Applications. Pursuant to Article XV.A.2 of
the Third Joint Plan (but subject to the provisos set forth therein),
Professionals or other entities asserting Professional Fee Claims must file
and serve on Reorganized SWINC, the SWINC Plan Administrator and the SWE&C
Liquidating Trustee and such other entities who are designated by the
Bankruptcy Rules, the Confirmation Order, or other order of the Court, an
application for final allowance of such Professional Fee Claim no later than
90 days after the Confirmation Date (the "Professional Fee Bar Date");
provided, however, that any Professional who may receive compensation or
reimbursement of expenses pursuant to the Ordinary Course Professionals Order
may continue to receive such compensation and reimbursement of expenses for
service rendered before the Confirmation Date, without further Court review or
approval. Holders of Professional Fee claims that are required to file and
serve applications for final allowance of their Professional Fee claims and
that do not file and serve such applications within the time period set forth
herein shall be forever barred from doing so. Objections to any Professional
Fee Claim must be filed and served on the SWINC Plan Administrator and the
SWE&C Liquidating Trustee and the requesting Professional or other entity no
later than 60 days after the Professional Fee Bar Date.
29. Resolution of Claims and Interests. Except as otherwise
ordered by the Court, any Claim that is not an Allowed Claim shall be
determined, resolved, or adjudicated in accordance with the terms of the Third
Joint Plan. The SWINC Plan Administrator, the SWE&C Liquidating Trustee,
and/or the Interestate Oversight Board, as provided in the Third Joint Plan,
may (a) until 240 days after the Confirmation Date (unless extended by order
of the Court) file objections in the Court to the allowance of any Claim or
Interest (whether or not a proof of Claim or Interest has been filed) and (b)
prosecute objections to Claims or Interests that have been filed before the
Confirmation Date but not finally resolved by the Court before the
Confirmation Date. Any request for an extension of the 240-day
post-confirmation period to object to Claims or Interests shall be served upon
all parties requesting notice in the Chapter 11 Cases pursuant to Bankruptcy
Rule 2002.
30. Cancellation of Existing Securities. All Old Securities
are canceled and terminated upon the occurrence of the Effective Date as
provided in Article VII.H of the Third Joint Plan. 31. Reserves. The following
Reserves shall be established as provided in the Third Joint Plan:
(a) General Administrative Claims Reserve in the amount
of $13.9 million, to be used to pay Allowed General
Administrative Claims, including General Professional
Fee Claims;
(b) SWINC Professional Fee Reserve in the amount of $2
million, to be used to pay Allowed Professional Fee
Claims hereby (i) counsel and any advisers to the Equity
Committee and (ii) any professionals working exclusively
on behalf of SWINC or any SWINC Subsidiary;
(c) SWINC Operating Reserve in the amount of $1.8
million, to be used to pay the administrative and other
costs and expenses associated with the Consolidated
SWINC Estate, including all fees and expenses of the
SWINC Plan Administrator and its professionals;
(d) SWINC Disputed Claims Reserve in the amount of $42.9
million, to be used to pay (i) the holders of Allowed
Class 4A: SWINC Convenience Class Claims in full, (ii)
the holders of Allowed Class 5A: SWINC General Unsecured
Claims their Pro Rata share of the Disputed Claims
Reserve until all such Claims are paid in full, (iii)
the holders of Allowed Class 7A: SWINC Subordinated
Claims their Pro Rata share of the Disputed Claims
Reserve remaining after Class 4A and Class 5A have been
paid in full, and (iv) the holders of Allowed Class 8A:
SWINC Securities Claims and Allowed Class 9A: SWINC
Equity Interests their Pro Rata share of the Disputed
Claims Reserve remaining after holders in Allowed Class
7A: SWINC Subordinated Claims have been paid in full;
(e) The SWE&C Professional Fee Reserve in the amount of
$1.5 million, to be used to pay Allowed SWE&C
Professional Fee Claims held by (i) counsel and any
advisers to the Creditors' Committee and (ii) any
professionals working exclusively on behalf of SWE&C or
any SWE&C Subsidiary;
(f) The SWE&C Operating Reserve in the amount of $2.2
million, to be used to pay the administrative and other
costs and expenses associated with the Consolidated
SWE&C Estate, including all fees and expenses of the
SWE&C Liquidating Trustee and its professionals;
(g) The SWE&C Disputed Claims Reserve in the amount of
$2.9 million, to be used to pay (i) the holders of
Allowed Class 4B: SWE&C Convenience Claims in full, (ii)
holders of Allowed Class 5B: SWE&C General Unsecured
Claims their Pro Rata share of the SWE&C Disputed Claims
Reserve until all such Claims are paid in full; and
(h) The Reorganized SWINC Operating Reserve in the
amount of $2.0 million, funded sixty percent (60%) by
the Consolidated SWINC Estate and forty percent (40%) by
the Consolidated SWE&C Estate, which amount shall be
used to pay the administrative and other costs and
expenses associated with Reorganized SWINC, including
all fees and expenses of Reorganized SWINC and its
processionals.
32. Payment of Fees. All fees payable by the Debtors under
28 U.S.C. ss. 1930 shall be paid on the Effective Date. On the Effective Date,
each of the SWINC Subsidiaries shall be deemed merged with and into SWINC and
the Chapter 11 Cases of the SWINC Subsidiaries shall be closed. Further, on
the Effective Date, each of the SWE&C Subsidiaries shall be deemed merged with
and into SWE&C and the Chapter 11 Cases of the SWE&C Subsidiaries shall be
closed. After the Effective Date, neither the Debtors, their Estates, the
SWINC Plan Administrator nor the SWE&C Liquidating Trustee shall thereafter be
liable for the payment of any additional fees, other than with respect to the
Chapter 11 Cases of SWINC and SWE&C.
33. Non-Occurrence of the Effective Date. In the event that
the Effective Date has not occurred as provided in Article XV.G of the Third
Joint Plan, (a) this Confirmation Order shall be vacated; (b) the Third Joint
Plan shall be null and void in all respects; (c) any settlement of Claims or
Interests shall be null and void without further order of the Court; and (d)
the time within which the Debtors may assume, assume and assign, or reject all
executory contracts and unexpired leases shall be extended for a period of
thirty (30) days after the date the Confirmation Order is vacated.
34. Reversal. If any or all of the provisions of this
Confirmation Order are hereafter reversed, modified or vacated by subsequent
order of this Court or any other court, such reversal, modification or vacatur
shall not affect the validity of the acts or obligations incurred or
undertaken under or in connection with the Third Joint Plan prior to the
Debtors' receipt of written notice of any such order. Notwithstanding any such
reversal, modification or vacatur of this Confirmation Order, any such act or
obligation incurred or undertaken pursuant to, and in reliance on, this
Confirmation Order prior to the effective date of such reversal, modification
or vacatur shall be governed in all respects by the provisions of this
Confirmation Order and the Third Joint Plan or any amendments or modifications
thereto.
35. Retention of Jurisdiction. Pursuant to Bankruptcy Code
sections 105(a) and 1142, and notwithstanding the entry of this Confirmation
Order or the occurrence of the Effective Date, the Court shall retain
exclusive jurisdiction as provided in the Third Joint Plan over all matters
arising out of, and related to, the Chapter 11 Cases and the Third Joint Plan
to the fullest extent permitted by law, including, among other items and
matters, jurisdiction over those items and matters set forth in Article XIV of
the Third Joint Plan, as well as over the Agreement of Settlement, Release,
and Sale by and between Stone & Webster and St. Paul Fire and Marine Insurance
Company, St. Paul Surplus Lines Insurance Company and United States Fidelity
and Guaranty Company (collectively, "St. Paul") and similar agreements with
respect to the St. Paul policies and motions related thereto.
36. Plan Modifications.
a. Article I.1.13 of the Third Joint Plan is modified
and approved as follows:
"Asbestos Insurance Carriers" means The Travelers Indemnity
Company, Travelers Casualty and Surety Company (f/k/a/ The
Aetna Casualty and Surety Company), Kemper National
Insurance Company, Centennial Insurance Company, Argonaut
Insurance Company, Royal Insurance Company and any other
insurance companies that issued policies covering an
Asbestos Claim.
b. Article IX.I.2 of the Third Joint Plan is modified
and approved as follows: Unless otherwise authorized by a
Final Order, any holder of a Claim must assert any setoff
rights against a Claim by a Debtor against such entity by
filing an appropriate motion seeking authority to setoff on
or before the Confirmation Date or will be deemed to have
waived and be forever barred from asserting any right to
setoff against a Claim by a Debtor notwithstanding any
statement to the contrary in a proof of claim or any other
pleading or document filed with the Bankruptcy Court or
delivered to the Debtors.
Notwithstanding anything in the Disclosure Statement or this
Third Joint Plan to the contrary, all rights, claims and
defenses, including but not limited to setoff and recoupment,
arising pursuant to or in connection with the Asset Purchase
Agreement between the Debtors and Shaw are hereby expressly
preserved.
c. Article VII.N of the Third Joint Plan is modified and
approved as follows:
3. Compensation of the Asbestos Trustee
The Asbestos Trustee will be compensated at a rate of $325 per
hour. Any professionals retained by the Asbestos Trust shall
be entitled to reasonable compensation for services rendered
and reimbursement of expenses incurred from the Asbestos
Trust. The payment of the fees and expenses of the Asbestos
Trustee and his retained professionals, if any, shall be made
in the ordinary course of business and shall not be subject to
the approval of the Court.
d. Article VII.C of the Third Joint Plan is modified and
approved as follows:
Reorganized SWINC shall emerge on the Effective Date out of
the Consolidated SWINC Estate, in accordance with the laws of
the State of Delaware and pursuant to the certificate of
incorporation and by-laws of SWINC in effect prior to the
Effective Date, as amended under the Third Joint Plan.
Pursuant to the Amended Certificate of Incorporation and
By-Laws of Reorganized SWINC, Reorganized SWINC will be
authorized to engage in any lawful activity for which
corporations may be organized under the Delaware General
Corporation Law. After emerging from bankruptcy, Reorganized
SWINC's business operations will consist of the management of
the Pension Plan, including any efforts in which Reorganized
SWINC may terminate the Pension Plan or transfer its
sponsorship in accordance with applicable law. Although
Reorganized SWINC will be fully authorized to engage in other
business operations and management intends to evaluate
opportunities as, when and if they arise, Reorganized SWINC
has no present intention of engaging in business operations,
will likely dissolve pursuant to the Delaware General
Corporations Law within two years following confirmation of
the Third Joint Plan. Upon dissolution of the Consolidated
SWINC Estate, the SWINC Plan Administrator shall be
responsible for receiving valid service of process to the
extent required by law and shall forward timely notice of
Insured Claims to the relevant insurers.
e. Article VII.D of the Third Joint Plan is modified and
approved as follows:
On the Effective Date or as soon thereafter as the SWE&C
Liquidating Trustee determines is appropriate, SWE&C and the
SWE&C Subsidiaries shall be dissolved. If necessary or
appropriate, the SWE&C Liquidating Trustee shall file a
certificate of dissolution for SWE&C and/or the SWE&C
Subsidiaries and shall take all other actions necessary or
appropriate to effect the dissolution of SWE&C and the SWE&C
Subsidiaries under applicable state law. Upon dissolution of
the Consolidated SWE&C Estate, the SWE&C Liquidating Trustee
shall be responsible for receiving valid service of process to
the extent required by law and shall forward timely notice of
Insured Claims to the relevant insurers.
f. The second paragraph of Article VII.R of the Third
Joint Plan is replaced in its entirety with the following:
The allowance of a Claim shall not bar the SWINC Plan
Administrator or the SWE&C Liquidating Trustee from enforcing,
suing on, settling or compromising any Litigation Claims
against Claimholders by reason of res judicata, collateral
estoppel, or similar doctrine unless the order allowing the
Claim resolves such issue of fact or law or unless the Court
decided such issue of law or fact in connection with the
allowance of such Claim.
37. Notwithstanding any provision in any order allowing a
Claim (other than one allowing a Claim for voting purposes only) entered in
these Chapter 11 Cases on or before August 27, 2003 allowing a Claim (other
than one allowing a Claim for voting purposes only),reserving the rights by
any Committee or by any other Plan Proponent with respect to the allocation of
Cash or the allocation of Claims to an estate, such reservations of rights are
hereby waived and released; provided, however, that the Creditors' Committee's
reservation of rights with respect to the allocation of the Cash amounts paid
by any entity that is part of the Consolidated SWE&C Estate in connection with
the orders approving settlements (the "Cash Settlements") with the following
parties are not so released or waived: Buffalo Sheet Metals; CanFibre
Lackawanna; Harbourview Electric, Ltd.; Higgins Erectors & Haulers, Inc.;
Quackenbush Co., Inc., Allied Fire Protection Systems, Inc.; and
Maschinenfabrik J. Dieffenbacher GMBH & Co. (collectively, the "Canfibre
Subcontractors") are not waived; provided, further, that the Consolidated
SWE&C Consolidated Estate's sole remedy with respect to the allocation of any
such Cash Settlement shall be to seek reimbursement from the Consolidated
SWINC Estate in an amount not to exceed $1,036,117.00; and provided, further,
that in the event that the Consolidated SWINC Estate and the Consolidated
SWE&C Estate are not able consensually to resolve such allocation issue,
disputes the Consolidated SWE&C Estate's request for reimbursement of the
Settlement Cash, such dispute shall be submitted to the Interestate Oversight
Board for resolution in accordance with the terms of the Third Joint Plan.
With respect to any Claim or Interest that has not been allowed by a final
order (other than one allowing a Claim for voting purposes only) entered by
the Court on or before August 27, 2003, any disputes regarding allocation of
such Claims or Interest or Cash shall be submitted to the Interestate
Oversight Board for resolution in accordance with the Third Joint Plan if the
Consolidated SWINC Estate and the Consolidated SWE&C Estate are not able to
resolve such dispute consensually.
38. Notwithstanding any provision herein or in the Plan to
the contrary, except as provided in the immediately preceding paragraph and in
the provisos below, none of the Consolidated SWINC Estate, the Consolidated
SWE&C Estate, Reorganized SWINC, the Asbestos Trust, or the Plan Proponents
shall seek to allocate all or a part of a Disputed Claim based upon a claim
that the Consolidated SWINC Estate, the Consolidated SWE&C Estate or any
Debtor should be substantively consolidated, that one was the alter ego of the
other or that the corporate veil of one ought to be pierced in order to hold
the other liable for any Disputed Claims, all of which claims have been
settled in accordance with and pursuant to the terms of the Third Joint Plan;
provided, however, that the foregoing shall not bar, limit, restrict or
prohibit in any manner, any such party seeking to allocate, in whole or in
part, from one Consolidated Estate to the other Consolidated Estate (x) a
liability in respect of a Disputed Claim or seeking reimbursement, in whole or
in part, in respect of such liability based upon a claim that such liability
was incurred, in whole or in part, by or for the benefit of the Consolidated
SWINC Estate or the Consolidated SWE&C Estate and that as a result of the
Consolidated SWINC Estate and the Consolidated SWE&C Estate should share
proportionately the liability for such Disputed Claim; or (y) an asset (or
proceeds thereof) or seeking reimbursement, in whole or in part, for such
asset based upon a claim that such asset (or proceeds thereof) was jointly
owned or was created or acquired by or for the benefit of the Consolidated
SWINC Estate or the Consolidated SWE&C Estate and that as a result the
Consolidated SWINC Estate and the Consolidated SWE&C Estate should share
proportionately in the assets (or proceeds thereof); and provided, further,
however, that the foregoing shall not bar, limit, restrict or prohibit the
Consolidated SWE&C Estate from seeking reimbursement from the Consolidated
SWINC Estate for the Cash Settlement referenced in paragraph 37 above based on
a claim that a constructive trust did not exist in respect of the amounts
necessary to pay the Cash Settlements or that SWE&C and the SWE&C Subsidiaries
were not otherwise in compliance with the New York lien law. Any disputes
regarding any such Interestate Disputes or Cash shall be submitted to the
Interestate Oversight Board for resolution in accordance with the Third Joint
Plan if the Consolidated SWINC Estate and the Consolidated SWE&C Estate are
not able to resolve such dispute consensually.
39. The Plan Proponents, the Consolidated SWE&C Estate and
the Consolidated SWINC Estate further acknowledge and agree that pursuant to,
and in accordance with the Third Joint Plan, on the Effective Date, the
Consolidated SWE&C Estate shall deposit not more than $4,500,000 into the
Asbestos Trust. Neither the Consolidated SWE&C Estate nor any Plan Proponent
shall seek reimbursement from the Consolidated SWINC Estate in respect of such
deposit. Other than the making of this $4,500,000 deposit, neither the
Consolidated SWE&C Estate nor the SWE&C Liquidating Trust shall have any
liability with respect to any Asbestos Claims or the Asbestos Trust.
40. Notwithstanding any other term or provision in the Third
Joint Plan or this Confirmation Order, this Confirmation Order (i) is without
prejudice to any of the rights, claims and/or defenses of the ACE USA
Companies (and any other ACE USA-related company)(3), St. Paul, and the
Asbestos Insurance Carriers under any of their various insurance policies
(collectively, the "Policies") including, without limitation, ACE USA's, St.
Paul's and the Asbestos Insurance Carriers' rights and/or defenses in any
subsequent litigation in which ACE USA, St. Paul, and/or the Asbestos
Insurance Carriers may seek any declaration regarding the nature and/or extent
of any insurance coverage under their respective Policies; (ii) confirms that
all of the terms, provisions, conditions, limitations and/or exclusions
contained in the Policies shall remain unmodified; (iii) confirms that, to the
extent the Reorganized SWINC, the SWE&C Liquidating Trust and/or the Asbestos
Trust seek coverage under the Policies, and to the extent that applicable law
requires, they shall remain bound by all of the terms, provisions, conditions,
limitations and/or exclusions contained in the Policies; (iv) confirms that
ACE USA, St. Paul, and the Asbestos Insurance Carriers have reserved all
rights to assert that their Policies may not be validly assigned without ACE
USA's, St. Paul's and/or the Asbestos Insurance Carriers' express written
consent; (v) confirms that nothing in the Plan shall be deemed to create any
insurance coverage that does not otherwise exist, if at all, under the terms
of the Policies, or create any direct right of action against ACE USA, St.
Paul and/or the Asbestos Insurance Carriers that does not otherwise exist
under applicable state law; (vi) confirms that, to the extent the SWINC Plan
Administrator, the SWE&C Liquidating Trustee and/or Asbestos Trustee seek
coverage under the Policies, and to the extent that applicable law requires,
they shall satisfy all continuing duties and obligations of the insureds under
the Policies; and (vii) confirms that nothing in the Third Joint Plan shall be
construed as an acknowledgment that the Policies cover or otherwise apply to
any Allowed Insured Claims or that any Allowed Insured Claims are eligible for
payment under any of the Policies.
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(3) The ACE USA Companies are Central Indemnity Company, as successor to CCI
Insurance Company, successor to Insurance Company of North America and
as successor to CIGNA Specialty Insurance Company, formerly known as
California Union Insurance Company, Central National Insurance Company
of Omaha, with respect to policies issued through Cravens, Dargan
Pacific Coast as Managing General Agent, International Insurance
Company, Pacific Employers Insurance Company and Westchester Fire
Insurance Company (collectively, "ACE USA")."
41. Resolution of Pension Benefit Guaranty Corporation
Objection. The Pension Benefit Guaranty Corporation ("PBGC") objected to
confirmation of the Third Joint Plan on the basis that the Pension Plan may
not overfunded. The Debtors and the PBGC have resolved the PBGC's objection to
the Third Joint Plan by agreeing that the Debtors will set aside a portion of
the Pension distributions for a period of six months pending a final audit by
the PBGC. A copy of the settlement agreement resolving the objection, in
substantially final form, is attached hereto as Exhibit B.
42. Notice of Entry of Confirmation Order. On or before the
tenth Business Day following the date of entry of this Confirmation Order, the
Debtors shall serve notice of entry of this Confirmation Order pursuant to
Bankruptcy Rules 2002(f)(7), 2002(k) and 3020(c) on all creditors and interest
holders, the United States Trustee and other parties in interest, by causing
notice of entry of this Confirmation Order in substantially the form of the
notice attached hereto as Exhibit C, which form hereby is approved (the
"Notice of Confirmation"), to be delivered to such parties by first-class
mail, postage prepaid. The Debtors hereby are authorized and directed to
effect mailing of the Notice of confirmation in the manner set forth in the
Solicitation Procedures Order. The Debtors may, but are not required to,
publish the Notice of Confirmation within 10 business days after entry of this
Confirmation Order in the national edition of The Wall Street Journal.
43. Notice of Effective Date. Within five Business Days
following the occurrence of the Effective Date, Reorganized SWINC shall file
notice of the occurrence of the Effective Date with the Bankruptcy Court and
shall serve a copy of same on (a) counsel to the Creditors' Committee; (b)
counsel to the Equity Committee; (c) the Professionals in these Chapter 11
Cases; and (d) the entities that have requested notice in these cases pursuant
to Bankruptcy Rule 2002. Reorganized SWINC may, but is not required to,
publish the Notice of the Effective Date within five business days after the
occurrence of the Effective Date in the national edition of The Wall Street
Journal.
44. Reference to Plan Provisions. The failure to
specifically include or reference any particular provision of the Third Joint
Plan in this Confirmation Order shall not diminish or impair the effectiveness
of such provision, it being the intent of the Court that the Third Joint Plan
be confirmed in its entirety.
45. Inconsistency. In the event of an inconsistency between
the Third Joint Plan and any other agreement, instrument, or document intended
to implement the provisions of the Third Joint Plan, the provisions of the
Third Joint Plan shall govern unless otherwise expressly provided for in such
agreements, instruments, or documents. In the event of any inconsistency
between the Third Joint Plan and any agreement, instrument or document
intended to implement the Third Joint Plan and this Confirmation Order, the
provisions of this Confirmation Order shall govern. Nothing in the Third Joint
Plan, including, without limitation, this paragraph 45, shall alter,
supercede, modify or invalidate any settlements or prior order of the
Bankruptcy Court approving any settlements.
46. Enforceability. Pursuant to Bankruptcy Code sections
1123(a) and 1142(a) and the provisions of this Confirmation Order, the Third
Joint Plan, the Plan Supplement and all plan-related documents shall apply and
be enforceable notwithstanding any otherwise applicable non-bankruptcy law.
47. Separate Confirmation Orders. This Confirmation Order is
and shall be a separate Confirmation Order with respect to each of the Debtors
in each Debtor's separate Chapter 11 Case for all purposes.
Dated: Wilmington, Delaware
January 16, 2004
/s/ Honorable Peter J. Walsh
---------------------------------
Honorable Peter J. Walsh
United States Bankruptcy Judge
EXHIBIT A
MODIFIED THIRD JOINT PLAN
EXHIBIT B
SETTLEMENT AGREEMENT BETWEEN THE DEBTORS
AND THE PENSION BENEFIT GUARANTY CORPORATION
EXHIBIT C
FORM OF NOTICE OF ENTRY OF CONFIRMATION ORDER