UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE-OPELOUSAS DIVISION
IN RE: ss.
ss.
WRT ENERGY CORPORATION, ss. CASE NO. 96BK-50212
Taxpayer I.D. No. 71-1133320 ss. (CHAPTER 11)
ss.
DEBTOR. ss.
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DEBTOR'S AND DLBW'S FIRST AMENDED
JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11
OF THE UNITED STATES BANKRUPTCY CODE
================================================================================
DISCLAIMER
EFFECTIVENESS OF THIS PLAN IS SUBJECT TO FURTHER PROCEEDINGS IN THE CAPTIONED
CHAPTER 11 CASE. NO ORDER OF THE BANKRUPTCY COURT HAS YET BEEN ENTERED APPROVING
THE DISCLOSURE STATEMENT. ACCORDINGLY, DO NOT RELY UPON THIS PLAN AND/OR THE
DISCLOSURE STATEMENT IN ANY MANNER UNLESS AND UNTIL THE APPROVAL BY THE
BANKRUPTCY COURT HAS BEEN OBTAINED.
Joel P. Kay, Esq. ---AND--- Jeffrey S. Sabin, Esq.
Edward Lee Morris, Esq. Mark A. Broude, Esq.
SHEINFELD, MALEY & KAY, P.C. SCHULTE ROTH & ZABEL LLP
1001 Fannin Street, Suite 3700 900 Third Avenue
Houston, Texas 77002-6797 New York, New York 10022
Telephone: (713) 658-8881 Telephone: (212) 756-2000
Telecopy: (713) 658-9756 Telecopy: (212) 593-5955
ATTORNEYS FOR DEBTOR, ATTORNEYS FOR DLB OIL &
WRT ENERGY CORPORATION GAS, INC. AND WEXFORD
MANAGEMENT LLC
DATED: January 20, 1997
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE-OPELOUSAS DIVISION
IN RE: ss.
ss.
WRT ENERGY CORPORATION, ss. CASE NO. 96BK-50212
Taxpayer I.D. No. 71-1133320 ss. (CHAPTER 11)
ss.
DEBTOR. ss.
DEBTOR'S AND DLBW'S FIRST AMENDED
JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11
OF THE UNITED STATES BANKRUPTCY CODE
This First Amended Joint Plan of Reorganization Under Chapter 11 of the
United States Bankruptcy Code (the "Plan") is proposed by WRT Energy Corporation
("WRT", "Debtor" or "New WRT", as applicable) and DLB Oil & Gas, Inc. and
Wexford Management LLC, on behalf of its affiliated investment funds
(collectively "DLBW"), pursuant to Sections 1121(a) and 1127, Title 11, United
States Code, as follows:
ARTICLE 1
DEFINITIONS
Unless the context otherwise requires, the following capitalized terms
shall have the following meanings in this Plan. Such meanings shall be equally
applicable to both the singular and plural forms of such terms. The words
"herein," "hereof," "hereunder" and other words of similar import refer to this
Plan as a whole and not to any particular section, subsection or clause
contained in this Plan unless the context requires otherwise. Whenever it
appears appropriate from the context, each term stated in either the singular or
the plural includes the singular and the plural, and pronouns stated in the
masculine, feminine or neuter gender include the masculine, feminine and neuter.
Any capitalized term in this Plan which is not defined herein shall have the
meaning assigned to such term by the Bankruptcy Code or the Bankruptcy Rules.
1.1 ABBEVILLE FIELD CLAIMS: Allowed Secured Claims, the Collateral for
which is in or on the Abbeville Field, Vermilion Parish, Louisiana.
1.2 ADJUSTED AMOUNT: With respect to a Disputed Claim, (a) to the extent
such Disputed Claim is a liquidated Claim, the maximum liquidated face amount of
such Disputed Claim as asserted in the relevant proof of claim or such other
amount as the Bankruptcy Court shall have determined on or prior to the
Effective Date in accordance with the Bankruptcy Code is adequate for
determining the amount of Cash or number of shares of New WRT Common Stock to be
deposited in the Disputed Claims Reserve Account on account of such Disputed
Claim and the number of New WRT Subscription Rights that the holder of such
Disputed Claim shall be entitled to exercise pursuant to the Rights Offering in
accordance with Article 29 of the Plan, or (b) to the extent that such Disputed
Claim is a contingent or unliquidated Claim, an amount that the Bankruptcy Court
shall determine on or prior to the Effective Date in accordance with the
Bankruptcy Code is adequate for determining the amount of Cash or number of
shares of New WRT Common Stock to be deposited in the Disputed Claims Reserve
Account on account of such Disputed Claim and the number of New WRT Subscription
Rights that the holder of such Disputed Claim shall be entitled to exercise
pursuant to the Rights Offering in accordance with Article 29 of the Plan; in
each case, such amount shall be the maximum allowable amount of such Claim
unless the Bankruptcy Court shall order otherwise.
1.3 ADMINISTRATIVE CLAIM: A Claim for payment of an administrative expense
of a kind specified in Section 503(b) of the Bankruptcy Code and referred to in
Sections 507(a)(1) and 1114 of the Bankruptcy Code, including, without
limitation, the actual, necessary costs and expenses incurred after the
commencement of the Chapter 11 Case for preserving the estate and operating the
business of the Debtor including wages, salaries or commissions for services,
compensation for legal and other services and reimbursement of expenses awarded
under Sections 330(a) or 331 of the Bankruptcy Code, costs of providing notices
and ballots in connection with the Plan and of making distributions hereunder,
taxes incurred after the Petition Date, the Stay Bonus, Indenture Trustee Claim,
the DLBW Expense Reimbursement, and all fees and charges assessed against the
estate under Chapter 123, Title 28, United States Code.
1.4 ADMINISTRATIVE CLAIMS BAR DATE: The last day for filing certain
Administrative Claims in the Case, to the extent fixed pursuant to an order of
the Bankruptcy Court.
1.5 ADMINISTRATIVE SERVICES AGREEMENT: That certain Administrative
Services Agreement, dated as of the Effective Date, between DLB and New WRT,
attached as Exhibit "G" to the Disclosure Statement.
1.6 ALLOWED ADMINISTRATIVE CLAIM: All or that portion of an Administrative
Claim which (a) has become an Allowed Claim or (b) was incurred by the Debtor in
the ordinary course of business during the Chapter 11 Case.
1.7 ALLOWED CLAIM: All or that portion of a Claim, other than a Disputed
Claim, as to which (a) on or by the Bar Date (i) no proof of claim was filed
with the Bankruptcy Court to evidence such Claim and (ii) the liquidated and
noncontingent amount is scheduled by the Debtor pursuant to the Bankruptcy Code
as undisputed; (b) a proof of claim has been filed in a liquidated amount with
the Court on or before the Bar Date or, in the case of an Administrative Claim
subject to the Administrative Claims Bar Date, on or before the Administrative
Claims Bar Date, provided that (i) no objection to the allowance of such Claim
or a motion to expunge such Claim has been interposed on or prior to the
applicable Claims Objection Deadline or (ii) if such objection or motion has
been filed, such objection/motion has been determined by a Final Order; (c) a
stipulation to the
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 2
amount of such Claim has been signed by the Debtor and the respective Creditor
and approved by a Final Order; or (d) is otherwise deemed allowed under this
Plan.
1.8 ALLOWED CONVENIENCE CLAIM: All or that portion of a Convenience Claim
which has become an Allowed Claim.
1.9 ALLOWED GENERAL UNSECURED CLAIM: All or that portion of a General
Unsecured Claim that has become an Allowed Claim.
1.10 ALLOWED INTEREST: Any Equity Interest exclusive of any shares of such
stock held in treasury, which is registered as of the Record Date in such stock
register as may be maintained by or on behalf of the Debtor and as to which no
objection has been made or which has been allowed (and only to the extent
allowed) by a Final Order.
1.11 ALLOWED PRIORITY CLAIM: All or that portion of a Priority Claim that
has become an Allowed Claim.
1.12 ALLOWED PRIORITY TAX CLAIM: All or that portion of a Priority Tax
Claim that has become an Allowed Claim.
1.13 ALLOWED SECURED CLAIM: All or that portion of a Secured Claim that
(a) has become an Allowed Claim and as to which the Lien securing same is valid,
perfected and enforceable under applicable law and is not subject to avoidance
under the Bankruptcy Code or other applicable non- bankruptcy law; (b) which is
duly established in the Chapter 11 Case, but only to the extent of the value of
the interest of the holder of such Secured Claim in the Debtor's interest in the
Assets which the Bankruptcy Court finds to be valid Collateral for such Claim
(except if the class of which such Claim is a part validly and timely makes the
election provided for in Section 1111(b)(2) of the Bankruptcy Code, in which
case the entire amount of the Allowed Claim shall be an Allowed Secured Claim);
and (c) less all payments which have been made to the holder of such Claim on
account of such Claim on or after the Petition Date.
1.14 ALLOWED SECURITIES LITIGATION CLAIM: All of that portion of a
Securities Litigation Claim that has become an Allowed Claim.
1.15 ALLOWED TORT CLAIM: All of that portion of a Tort Claim that has
become an Allowed Claim.
1.16 ALLOWED UNSECURED CLAIM: All or that portion of an Unsecured Claim
that has become an Allowed Claim. "Allowed Unsecured Claim" shall not include
interest on the principal amount of such Claim or attorney's fees from and after
the Petition Date.
1.17 ASSETS: All right, title and interest in and to any and all property
of every kind or nature, owned by the Debtor as of the Effective Date,
including, but not limited to, property as defined in ss. 541 of the Bankruptcy
Code (each identified item of property being herein sometimes
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 3
referred to as an "asset") including without limitation, Causes of Action and
the Debtor's interest in D&O Policies.
1.18 ASSUMED OBLIGATIONS: Certain obligations relating to the WCBB Assets
as more completely defined in the Purchase, Sale and Exchange Agreement.
1.19 BALLOTING AGENT: The Person approved by the Bankruptcy Court to act
as balloting agent with respect to the Plan.
1.20 BANKRUPTCY CODE: The Bankruptcy Reform Act of 1978, as amended and
codified in Title 11, United States Code.
1.21 BANKRUPTCY COURT OR COURT: The unit of the United States District
Court for the Western District of Louisiana, Lafayette-Opelousas Division,
having jurisdiction over the Chapter 11 Case, or in the event such court ceases
to exercise jurisdiction over the Chapter 11 Case, such court or adjunct thereof
which exercises jurisdiction over the Chapter 11 Case in lieu of such unit of
the United States District Court for the Western District of Louisiana.
1.22 BANKRUPTCY RULES: The Federal Rules of Bankruptcy Procedure, as
amended and prescribed under 28 U.S.C. ss. 2075, as applicable to the Chapter 11
Case, together with the Local Rules of the Bankruptcy Court.
1.23 BAR DATE: The final date for the filing of proofs of claims in the
Chapter 11 Case, set by the Bankruptcy Court as July 1, 1996, or such other date
as may apply to a particular Claim pursuant to a duly-entered order of the
Bankruptcy Court.
1.24 BAYOU HENRY FIELD CLAIMS: Allowed Secured Claims, the Collateral for
which is in or on the Iberville Parish, Louisiana.
1.25 BAYOU PENCHANT FIELD CLAIMS: Allowed Secured Claims, the Collateral
for which is in or on the Bayou Penchant Field, Terrebonne Parish, Louisiana.
1.26 BAYOU PIGEON FIELD CLAIMS: Allowed Secured Claims, the Collateral for
which is in or on the Bayou Pigeon Field, Iberia Parish, Louisiana.
1.27 BUSINESS DAY: Any day other than a Saturday, Sunday or "legal
holiday" as defined in Bankruptcy Rule 9006(a).
1.28 BUYER'S LEASEHOLD AND FACILITIES: WRT's interest in (a) the
approximately 400 acres of non-producing land included within the Contract Area
(as defined in the CAOA), as more completely described in Schedule 1 hereto
Agreement and (b) certain facilities related thereto, as more completely
described in Schedule 2 hereto.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 4
1.29 CAOA: Collectively, (a) the Contract Area Operating Agreement, dated
as of July 1, 1987, among Texaco, Pelham Partners, Ltd., Breck Operating Corp.,
Fuller Petroleum, Inc., Chilicote Inc. and Tesla Resources, Inc. (as
subsequently amended or modified), (b) the Sale and Assignment, dated July 22,
1988 but effective as of July 1, 1987, among Texaco, Inc., Pelham Partners,
Ltd., Breck Operating Corp., Fuller Petroleum, Inc., Chilicote Inc., Tesla
Resources, Inc. and Producing Property Management, Inc., (c) the Purchase and
Sale Agreement, dated March 31, 1995, among Tenneco Gas Production Corporation,
Tenneco Ventures Corporation and Tesla Resources, Inc., (d) the Purchase and
Sale Agreement, dated March 31, 1995 between Benton Oil and Gas Company of
Louisiana and Tesla Resources, Inc., (e) the Saltwater Disposal Letter
Agreement, dated December 1, 1995, between TEPI and Tesla Resources, Inc., (f)
the Compressor Facilities Letter Agreement, dated December 1, 1995, between TEPI
and Tesla Resources, Inc. and (g) the Dehydration Facilities Letter Agreement,
dated December 1, 1995, between TEPI and Tesla Resources, Inc.
1.30 CASH: Cash and cash equivalents including without limitation, bank
deposits, checks, government securities, and other similar items.
1.31 CASUALTY INSURANCE POLICIES: All casualty insurance policies and all
similar insurance policies that are property of the Debtor.
1.32 CAUSES OF ACTION: Any and all causes of action, claims, rights of
action, suits or proceedings, whether in law or equity, whether known or
unknown, which have been or could be asserted, by the Debtor, including, without
limitation, causes of action under Sections 542, 543, 544, 545, 546, 547, 548,
549, 550, or 553(b) of the Bankruptcy Code.
1.33 CHAPTER 11 CASE: The case under Chapter 11 of the Bankruptcy Code in
which WRT is the Debtor-in-Possession.
1.34 CLAIM: As defined in Section 101(5) of the Bankruptcy Code.
1.35 CLAIMANT OR CREDITOR: A Person asserting a Claim.
1.36 CLAIMS OBJECTION DEADLINE: With respect to any Claim other than an
Administrative Claim, the date established by the Bankruptcy Court as the last
date for filing objections to, or motions contesting the allowance or seeking
the estimation of, such Claim.
1.37 CLASS:A group of Claims or Interests as classified by the Plan.
1.38 COLLATERAL: Any Asset subject to a valid and enforceable Lien
securing the payment of a Claim.
1.39 COMMITMENT AGREEMENT: That certain Commitment Agreement, dated as of
January 20, 1997, among WRT, DLB and Wexford, attached as Exhibit "H" to the
Disclosure Statement, as may be amended or modified and as approved by the
Bankruptcy Court.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 5
1.40 COMMITTEE: The Official Committee of Unsecured Creditors appointed in
the Chapter 11 Case of the Debtor.
1.41 COMMON STOCK: The common stock of WRT authorized and issued prior to
the Petition Date.
1.42 COMPENSATION ESTIMATE: A good faith written estimate (a) to be filed
on or before three (3) calendar days before the first date set for the hearing
on the confirmation of the Plan of the maximum amount of compensation and
reimbursement of expenses to be requested for any period prior to the
Confirmation Date including, without limitation, any compensation for
substantial contribution in the Chapter 11 Case and for any fees or premiums in
addition to normal hourly charges or quoted fees and (b) to be filed on or
before five (5) calendar days before the first date scheduled for the Effective
Date of the maximum amount of compensation and reimbursement of expenses to be
requested for any period subsequent to the Confirmation Date but prior to the
Effective Date including, without limitation, any compensation for substantial
contribution in the Chapter 11 Case and for any fees or premiums in addition to
normal hourly charges or quoted fees.
1.43 CONFIRMATION DATE: The date of entry by the Bankruptcy Court of the
Confirmation Order on the docket of the Bankruptcy Court.
1.44 CONFIRMATION ORDER: An order of the Bankruptcy Court and any
amendment thereto confirming the Plan in accordance with the provisions of
Chapter 11 of the Bankruptcy Code including Section 1129 of the Bankruptcy Code.
1.45 CONVENIENCE CLAIM: Any Unsecured Claim, the face amount or, if lower,
the allowed amount of which (whether upon filing, amendments, allowances or
otherwise) prior to any subdivision or assignment of any portion or portions
thereof, does not exceed $2,500.00 in amount.
1.46 DARROW FIELD CLAIMS: Allowed Secured Claims, the Collateral for which
is in or on the Darrow Field, Ascension Parish, Louisiana.
1.47 DEBTOR: WRT Energy Corporation, as Debtor and Debtor in Possession in
the Chapter 11 case.
1.48 DEER ISLAND FIELD CLAIMS: Allowed Secured Claims, the Collateral for
which is in or on the Deer Island Field, Terrebonne Parish, Louisiana.
1.49 DEFICIENCY CLAIM: A Claim of a Creditor asserting a Secured Claim
equal to the amount by which the total Allowed Claim of such Creditor exceeds
the sum of (a) any setoff rights of the Creditor permitted under Section 553 of
the Bankruptcy Code as to such Claim, plus (b) the amount of the Claim which is
determined to be an Allowed Secured Claim of such Creditor; PROVIDED, HOWEVER,
that if the holder of a Secured Claim or the Class of which such Claim is a
member validly makes the election provided in Section 1111(b)(2) of the
Bankruptcy Code, there shall be no Deficiency Claim with respect to such Claim.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 6
1.50 DISBURSING AGENT: The Person approved by the Bankruptcy Court to act
as disbursing agent with respect to the Plan.
1.51 DISBURSING AGENT AGREEMENT: The written agreement between the
Disbursing Agent and New WRT, setting forth the duties and compensation of the
Disbursing Agent.
1.52 DISCLOSURE STATEMENT: The First Amended Disclosure Statement issued
in connection with the Plan, and approved by the Bankruptcy Court, together with
all supplements thereto approved by the Bankruptcy Court.
1.53 DISPUTED CLAIM: A Claim against the Debtor as to which an objection
or motion pursuant to Section 502 of the Bankruptcy Code has been timely filed,
which objection or motion has not been withdrawn or resolved by entry of an
order of the Bankruptcy Court. To the extent that such objection or motion
relates to the allowance of any part of a Claim, such Claim shall be a Disputed
Claim only to the extent of the objection or motion. Prior to the time that an
objection has been or may be timely filed, for the purposes of the Plan, a Claim
shall be considered a Disputed Claim to the extent that (a) the Debtor's
Schedules do not list such Claim or list such Claim as contingent, unliquidated,
or disputed, or (b) the amount of the Claim specified in the relevant proof of
claim exceeds the amount that the Debtor's Schedules list as undisputed,
liquidated and not contingent.
1.54 DISPUTED CLAIMS RESERVE ACCOUNT: The escrow accounts maintained by
the Disbursing Agent as described in Article 27.5 of this Plan.
1.55 DISPUTED NEW WRT SUBSCRIPTION COMMON STOCK: New WRT Common Stock
purchased as a result of the exercise of Disputed New WRT Subscription Rights
pursuant to Articles 29.3 and 29.6 of this Plan.
1.56 DISPUTED NEW WRT SUBSCRIPTION RIGHTSNew WRT Subscription Rights
issued on account of Disputed Claims pursuant to Articles 18.2 and 29.2 of this
Plan.
1.57 DISPUTED SUBSCRIPTION PURCHASE PRICE: The meaning set forth in
Article 29.6(b) of the Plan.
1.58 DISTRIBUTION RECORD DATE: The date established by the Bankruptcy
Court as the record date for making Distributions under the Plan, which shall be
no earlier than the Voting Deadline.
1.59 DISTRIBUTIONS: The Cash, New WRT Common Stock (including New WRT
Subscription Common Stock), or New WRT Warrants required by the Plan to be
delivered to the holders of Allowed Claims and Allowed Equity Interests.
1.60 DISTRICT COURT: The United States District Court for the Western
District of Louisiana.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 7
1.61 DLB: DLB Oil & Gas, Inc.
1.62 DLBW: DLB Oil & Gas, Inc. and Wexford Management LLC, on behalf of
its affiliated investment funds, collectively as co-proponents of this Plan.
1.63 DLBW EXPENSE REIMBURSEMENT: The expenses to be reimbursed by the
Debtor to DLBW pursuant to the order of the Bankruptcy Court dated December 24,
1996 and any other order of the Bankruptcy Court or modification thereof
permitting or authorizing the Debtor's reimbursement of expenses of DLBW.
1.64 D&O POLICIES: All director and officer liability insurance policies
and any interests or rights therein that are property of the Debtor.
1.65 EAST HACKBERRY FIELD CLAIMS: Allowed Secured Claims, the Collateral
for which is in or on the East Hackberry Field, Cameron Parish, Louisiana.
1.66 EFFECTIVE DATE: The first date, no less than thirty (30) days and not
more than ninety (90) days following the Confirmation Date on which (i) the
Confirmation Order has not been stayed and (ii) the conditions to effectiveness
have been satisfied.
1.67 EQUITY INTERESTS OR INTERESTS: Rights of the owners of the issued and
outstanding shares of the Preferred Stock and Common Stock, WRT Warrants, and
WRT Stock Options.
1.68 EXAMINER: Jason R. Searcy, Esq., heretofore appointed Examiner in the
Chapter 11 Case.
1.69 EXERCISING CLAIMANT: The holder of an Allowed Claim in Class D-3 or a
Disputed Claim potentially within Class D-3 that has exercised, pursuant to
Article 29 of this Plan, the New WRT Subscription Rights that such holder was
entitled to exercise on account of such Claim.
1.70 EXERCISED DISPUTED CLAIM: Disputed Claim potentially within Class D-3
the holder of which has exercised, pursuant to Article 29 of this Plan, the
Disputed New WRT Subscription Rights that such holder was entitled to exercise
on account of such Disputed Claim.
1.71 FEE CLAIM: A Claim under Sections 330 or 503 of the Bankruptcy Code
for the allowance of compensation and reimbursement of expenses in the Chapter
11 Case.
1.72 FINAL INSURANCE DISTRIBUTION: The meaning set forth in Article
17.1(a) of this Plan.
1.73 FINAL ORDER: An order or judgment of the Bankruptcy Court (or any
other Court of competent jurisdiction) which is conclusive of all matters
adjudicated thereby and is in full force and effect and has not been reversed,
stayed, modified or amended and as to which (a) any appeal that has been filed
has been finally determined or dismissed, or (b) the time for appeal has expired
and no notice of appeal has been filed.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 8
1.74 GENERAL UNSECURED CLAIMS: All Unsecured Claims other than Unsecured
Claims in Classes D-1, D-2, D-4, E-2 and E-3.
1.75 GMAC: The meaning set forth in Article 5.1 of this Plan.
1.76 GMAC LOAN DOCUMENTS: The meaning set forth in Article 5.1 of this
Plan.
1.77 GOLDEN MEADOW FIELD CLAIMS: Allowed Secured Claims, the Collateral
for which is in or on the Golden Meadow Field, Lafourche Parish, Louisiana.
1.78 HOLDBACK PERCENTAGE: The meaning set forth in Article 17.1(c) of this
Plan.
1.79 INCC: Internationale Nederlanden (U.S.) Capital Corporation and its
successors.
1.80 INCC CREDIT AGREEMENT: That certain Credit Agreement between WRT
Energy Corporation and Internationale Nederlanden (U.S.) Capital Corporation,
dated December 30, 1994, as amended by that certain First Amendment to Credit
Agreement, dated as of June 30, 1995, and that certain Second Amendment to
Credit Agreement, dated as of August 18, 1995.
1.81 INCC NOTE: That certain Promissory Note, dated December 30, 1994,
executed by WRT Energy Corporation, as the Borrower, and Internationale
Nederlanden (U.S.) Capital Corporation, as the Lender, in the principal amount
of up to $40,000,000.00.
1.82 INDENTURE AGREEMENT: The Indenture dated as of February 28, 1995,
between WRT Energy Corporation, a Texas corporation and NationsBank of Texas,
National Association, a national banking association.
1.83 INDENTURE TRUSTEE: The Bank of New York, a banking corporation
organized under the laws of the State of New York, successor to NationsBank of
Texas, National Association.
1.84 INDENTURE TRUSTEE CLAIM: The Claim of the Indenture Trustee in its
capacity as such in an amount to which the Debtor, DLBW and Indenture Trustee
agree which Claim shall be treated as an Allowed Administrative Claim in
exchange for the Indenture Trustee's agreement to waive any and all of its
rights under the Indenture Agreement relating to the payment of fees, expenses,
indemnification or other amounts, including, without limitation, any direct
rights against the Debtor and any right to enforce a lien against or otherwise
affect the Distributions provided in this Plan in respect of any Claim.
1.85 INTERIM INSURANCE DISTRIBUTION: The meaning set forth in Article
17.1(c) of this Plan.
1.86 INTERIM INSURANCE DISTRIBUTION AMOUNTS: The meaning set forth in
Article 17.1(c) of this Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 9
1.87 INTERIM PRO RATA SHARE: The proportion, calculated as of any given
date, that a given Allowed Claim in a particular Class of Claims bears to the
sum of (a) the amount of all Allowed Claims within such Class, (b) the amount of
all Disputed Claims within such Class and (c) the amount of all Claims
potentially within such Class which New WRT, in its sole and absolute
discretion, determines should be included in such calculation.
1.88 LAC BLANC FIELD CLAIMS: Allowed Secured Claims, the Collateral for
which is in or on the Lac Blanc Field, Vermilion Parish, Louisiana.
1.89 LIEN: As defined in Section 101(37) of the Bankruptcy Code.
1.90 MCBT: The meaning set forth in Article 8.1 of this Plan.
1.91 MCBT LOAN DOCUMENTS: The meaning set forth in Article 7.1 of this
Plan.
1.92 NAPOLEONVILLE FIELD CLAIMS: Allowed Secured Claims, the Collateral
for which is in or on the Napoleonville Field, Assumption Parish, Louisiana.
1.93 NEW ING TERM SHEET: That certain Summary of Terms and Conditions,
setting forth the terms of a proposed loan from INCC to New WRT, attached as
Exhibit "I" to the Disclosure Statement.
1.94 NEW WRT: From and after the Effective Date, WRT as reorganized
pursuant to this Plan.
1.95 NEW WRT BY-LAWS: The by-laws for New WRT substantially in the form
attached as Exhibit "J" to the Disclosure Statement.
1.96 NEW WRT CERTIFICATE OF INCORPORATION: The certificate of
incorporation for New WRT substantially in the form attached as Exhibit "K" to
the Disclosure Statement.
1.97 NEW WRT COMMON STOCK: 50,000,000 shares of common stock of New WRT,
to be authorized and issued in part in accordance with the terms and conditions
of this Plan.
1.98 NEW WRT SUBSCRIPTION COMMON STOCK: The 3,000,000 shares of New WRT
Common Stock purchased as a result of the exercise of New WRT Subscription
Rights pursuant to, and in accordance with the terms of, Article 29 of this Plan
and the terms of the New WRT Subscription Rights Agreement.
1.99 NEW WRT SUBSCRIPTION RIGHTS: The right to subscribe to up to
3,000,000 shares of New WRT Common Stock to be given to Unsecured Creditors
pursuant to Articles 18.2 and 29 of this Plan and pursuant to the New WRT
Subscription Rights Agreement.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 10
1.100 NEW WRT SUBSCRIPTION RIGHTS AGREEMENT: That certain Subscription
Rights Agreement, dated as of the Confirmation Date, between WRT and the
Disbursing Agent, with respect to the New WRT Subscription Rights, attached as
Exhibit "L" to the Disclosure Statement.
1.101 NEW WRT WARRANTS: Warrants which shall be issued by New WRT on the
Effective Date in accordance with the terms of this Plan and the New WRT Warrant
Agreement. The aggregate amount of warrants issued shall be not more than five
percent (5%) of the total New WRT Common Stock that would be issued on the
Effective Date if all New WRT Warrants were exercised on the Effective Date.
Such New WRT Warrants shall have an exercise period of five (5) years from the
Effective Date of the Plan and shall provide to the holders thereof the right,
per each New WRT Warrant, to purchase one share of New WRT Common Stock for a
purchase price of $10.00.
1.102 NEW WRT WARRANT AGREEMENT: That certain Warrant Agreement, dated as
of the Effective Date, between New WRT and the Disbursing Agent, with respect to
the New WRT Warrants, attached as Exhibit "M" to the Disclosure Statement.
1.103 OIL & GAS LIEN CLASS: The meaning set forth in Article 11.1 of this
Plan.
1.104 OIL & GAS LIEN NOTE: The meaning set forth in Articles 11.5(a),
12.5(a) and 15.5(a) of this Plan.
1.105 OTHER OIL & GAS LIEN CLASS: The meaning set forth in Article 15.1 of
the Plan.
1.106 PERSON: An individual, corporation, partnership, association, joint
stock company, joint venture, estate, trust, unincorporated organization or
governmental entity or any particular subdivision thereof or other entity.
1.107 PETITION DATE: February 14, 1996, the date of filing of the Chapter
11 Case by WRT.
1.108 PLAN: This First Amended Plan of Reorganization and all exhibits and
schedules annexed hereto or referred to herein, either in its or their present
form(s) or as it or they may be altered, amended, or modified from time to time
pursuant to Article 36 hereof.
1.109 PREFERRED STOCK: 9% Convertible Preferred Stock of WRT authorized
and issued prior to the Petition Date.
1.110 PRIORITY CLAIM: Any Claim entitled to priority in payment under
Sections 507(a)(3) through 507(a)(7) of the Bankruptcy Code.
1.111 PRIORITY TAX CLAIM: Any Claim entitled to priority in payment under
Section 507(a)(8) of the Bankruptcy Code.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 11
1.112 PRO RATA SHARE: The proportion, calculated after the date on which
all Disputed Claims within a particular Class and all other Disputed Claims
potentially within such Class have been either allowed or disallowed by Final
Order, that a given Allowed Claim in such Class bears to the amount of all
Allowed Claims within such Class.
1.113 PURCHASE, SALE AND EXCHANGE AGREEMENT: The Purchase, Sale and
Exchange Agreement, dated January _____, 1997, between Texaco and DLB, as
described in the Disclosure Statement.
1.114 RANKIN FIELD CLAIMANTS: Creditors asserting Secured Claims supported
by Liens attached to Rankin Field Proceeds.
1.115 RANKIN FIELD PROCEEDS: The net sales proceeds generated from the
sale of the Debtor's Assets located in or on the Rankin Field, Harris County,
Texas to American Energy Sources, Inc., as authorized by the Bankruptcy Court by
order entered on July 2, 1996.
1.116 RECORD DATE: The date set by the Bankruptcy Court as the date for
determining record holders of Claims against the Debtor, Common Stock and
Preferred Stock.
1.117 REGISTRATION RIGHTS AGREEMENT: That certain Registration Rights
Agreement, dated as of the Effective Date, among New WRT, DLB and Wexford.
1.118 REPURCHASED NEW WRT SUBSCRIPTION COMMON STOCK: The meaning set forth
in Article 29.6(c) of this Plan.
1.119 RESERVE AMOUNT: The number of shares of New WRT Common Stock and the
amount of Cash required to be deposited in the appropriate Disputed Claims
Reserve Account on account of a Disputed Claim or Claims, in each case
determined on the basis of the Adjusted Amount of such Disputed Claim or Claims.
1.120 RIGHTS OFFERING: The issuance to the holders of Allowed Claims in
Class D-3, of the right to purchase shares of New WRT Subscription Common Stock
pursuant to, and in accordance with the terms of, Article 29 of this Plan and
the New WRT Subscription Rights Agreement.
1.121 ROYALTY AND OVERRIDING ROYALTY: Sums payable to a lessor or
sublessor, pursuant to the terms of a mineral lease or sublease, from the
proceeds from production of oil and gas attributable to lands subject to said
mineral lease or sublease.
1.122 SCHEDULES: The Schedules and Statement of Affairs, as amended, filed
by the Debtor with the Bankruptcy Court listing liabilities and assets.
1.123 SECURED CLAIM: A Claim subject to setoff under Section 553 of the
Bankruptcy Code or secured by a Lien on Assets of the Debtor which Lien is
valid, perfected and enforceable under
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 12
applicable law and is not subject to avoidance under the Bankruptcy Code or
applicable non- bankruptcy law and which is duly established in the Chapter 11
Case, but only to the extent of the value of the Collateral that secures payment
of the Claim or to the extent of the amount subject to setoff, as the case may
be.
1.124 SECURED CREDITOR: The holder of a Secured Claim.
1.125 SECURITIES LITIGATION: That certain litigation which is pending in
the United States District Court for the Southern District of New York, styled
IN RE WRT ENERGY SECURITIES LITIGATION, Case No. 96 Civ. 3610 (JFK), United
States District Court, Southern District of New York.
1.126 SECURITIES LITIGATION CLAIMS: Claims of Creditors and holders of
Equity Interests asserted within the Securities Litigation.
1.127 SENIOR NOTES: Notes evidencing 100,000 Units of 13-7/8% Senior Notes
Due 2002, aggregating a principal amount of $100.0 million, and executed and
issued by WRT prior to the Petition Date in accordance with the Indenture
Agreement.
1.128 SHALLOW CONTRACT AREA: The leasehold ownership in State Lease 340
located in St. Mary Parish in the western portion of West Cote Blanche Bay known
as West Cote Blanche Bay Field limited to depths from the surface to the base of
the Robb "C" marker found in the Texaco, WCBB #265 well at 10,575 feet.
1.129 SOUTH ATCHAFALAYA FIELD CLAIMS: Allowed Secured Claims, the
Collateral for which is assets in or on the South Atchafalaya Field, St. Mary
Parish, Louisiana.
1.130 STAY BONUS: Bonuses payable to the Debtor's employees pursuant to
the bonus program as authorized by the Bankruptcy Court pursuant to its Order
entered November 6, 1996.
1.131 STOCK TRANSFER AGENT: American Stock Transfer & Trust Company, a New
York corporation
1.132 SUBSCRIPTION PURCHASE PRICE: The purchase price that an Exercising
Claimant must pay in order to exercise its Subscription Rights and purchase the
New WRT Subscription Common Stock pursuant to such Subscription Rights in
accordance with Article 29 of this Plan and the terms of the New WRT
Subscription Rights Agreement, which price shall be equal to the product of (a)
the number of shares of New WRT Subscription Common Stock being purchased
pursuant to such Subscription Rights, TIMES (b) $3.50.
1.133 SUBSCRIPTION RIGHTS ELECTION DEADLINE: The date by which any
Creditor entitled to exercise New WRT Subscription Rights must deliver such
Creditor's Subscription Rights Election Form to the Disbursing Agent in order to
exercise such New WRT Subscription Rights, which date shall be the thirtieth
(30th) day after the first date set for the hearing with respect to the
confirmation of the Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 13
1.134 SUBSCRIPTION RIGHTS ELECTION FORM: As defined in the New WRT
Subscription Rights Agreement.
1.135 SUBSCRIPTION RIGHTS RECORD DATThe date established by the Bankruptcy
Court as the record date for distributing the Subscription Rights Elections
Forms to the Claimants entitled to receive New WRT Subscription Rights pursuant
to Article 29 of this Plan, which shall be no later than thirty (30) days after
the date on which the Bankruptcy Court enters the order approving the Disclosure
Statement.
1.136 SUBSCRIPTION RIGHTS RESERVE ACCOUNT: The escrow account maintained
by the Disbursing Agent as described in Article 27.5 of this Plan.
1.137 TEPI: Texaco Exploration and Production Inc.
1.138 TEXACO: Texaco Inc. and its subsidiaries and affiliates, as the
particular context dictates.
1.139 TIGRE LAGOON FIELD CLAIMS: Allowed Secured Clams, the Collateral for
which is in or on the Tigre Lagoon Field, Vermilion Parish, Louisiana.
1.140 TORT CLAIMS: All Unsecured Claims based on legally defined torts,
including, but not limited to Claims arising out of or related to personal
injuries, wrongful death, physical damage to property, and rights of
contribution and indemnity arising therefrom, together with all resulting or
related damages as to any such Claims which may be asserted pursuant to
applicable laws.
1.141 TRANSFER AND EXCHANGE AGREEMENT: The Transfer and Exchange
Agreement, dated as of the Effective Date, between DLB and New WRT, providing
for, INTER ALIA, the transfer to New WRT of the WCBB Assets and the transfer to
DLB of the Buyer's Leasehold and Facilities, as described in the Disclosure
Statement.
1.142 TRICORE: Tricore Energy Venture, L.P.
1.143 UNCLAIMED DISTRIBUTION: Any Distribution (together with any interest
earned thereon) which is unclaimed six (6) months following the date on which
the Disbursing Agent makes or attempts to make payment in respect of such
Distribution. Unclaimed Distributions shall include (a) checks (and the funds
represented thereby) that have been returned as undeliverable without a proper
forwarding address, (b) funds for checks that have not cleared, (c) checks (and
the funds represented thereby) that were not mailed or delivered because of the
absence of a proper address to which to mail or deliver such property and (d)
New WRT Common Stock and New WRT Warrants that the Disbursing Agent has been
unable to deliver.
1.144 UNEXERCISED SUBSCRIPTION RIGHTAny and all New WRT Subscription
Rights that, as of the Subscription Rights Election Deadline, have not been
exercised or have been deemed not to have been exercised due to the failure of
the holders thereof to meet the requirements of Article
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 14
29.3 of this Plan including, without limitation, all New WRT Subscription Rights
that are not exercised as a result of the inability of the Disbursing Agent to
distribute such New WRT Subscription Rights pursuant to Article 27.4 of this
Plan.
1.145 UNSECURED CLAIMS: Any and all Claims held by Creditors of the Debtor
which Claims are not secured by Assets of the Debtor, including, but not limited
to, Deficiency Claims, Claims arising from rejection of executory contracts and
unexpired leases which are not otherwise secured by Liens, and Claims arising
from litigation or suits against WRT. For purposes of the definition, "Unsecured
Claims" do not include Administrative Claims, Priority Claims, Priority Tax
Claims, or Secured Claims.
1.146 UNSECURED CREDITOR: Any Creditor that holds an Unsecured Claim.
1.147 VOTING DEADLINE: The date set by the Bankruptcy Court by which the
Balloting Agent must receive ballots for accepting or rejecting the Plan.
1.148 WCBB ASSETS: The interests of TEPI and Texaco in the producing area
of the leasehold ownership in State Lease 340 located in St. Mary Parish in the
western portion of West Cote Blanche Bay known as West Cote Blanche Bay Field
limited to depths from the surface to the base of the Robb "C" marker found in
the Texaco, WCBB #265 well at 10,575 feet, together with certain facilities
related thereto, as more completely described Schedule 3 hereto.
1.149 WARRANT AGENT: American Stock Transfer & Trust Company, a New York
corporation.
1.150 WARRANT AGREEMENT: The Warrant Agreement dated as of February 28,
1995, between WRT Energy Corporation, a Texas corporation, and American Stock
Transfer & Trust Company, a New York corporation.
1.151 WEST COTE BLANCHE BAY FIELD CLAIMS: Allowed Secured Claims, the
Collateral for which is in or on the West Cote Blanche Bay Field, St. Mary
Parish, Louisiana.
1.152 WEST HACKBERRY FIELD CLAIMS: Allowed Secured Claims, the Collateral
for which is in or on the West Hackberry Field, Cameron Parish, Louisiana.
1.153 WEST LAKE PONTCHARTRAIN FIELD CLAIMS: Allowed Secured Claims, the
Collateral for which is in or on the West Lake Pontchartrain Field, Jefferson
Parish, Louisiana.
1.154 WEXFORD: Wexford Management LLC, on behalf of its affiliated
investment funds.
1.155 WFNB: The meaning set forth in Article 9.1 of this Plan.
1.156 WFNB LOAN DOCUMENTS: The meaning set forth in Article 9.1 of this
Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 15
1.157 WRT: WRT Energy Corporation, a Texas corporation and the Debtor in
the Chapter 11 Case.
1.158 WRT STOCK OPTIONS: Options authorized and granted by WRT prior to
the Petition Date, giving the holders thereof the right to purchase Common Stock
of WRT.
1.159 WRT WARRANTS: Warrant certificates and Senior Notes containing
thereon the endorsement "Warrant Endorsement" representing beneficial ownership
of warrants, issued by WRT in conjunction with the Warrant Agreement, and
entitling the holders thereof to exercise the option to purchase one share of
WRT Common Stock per each warrant for $8.00, or such other price as determined
pursuant to provisions within the Warrant Agreement, and exercisable through
March 1, 2000, which were authorized and issued prior to the Petition Date.
ARTICLE 2
CLASSIFICATION OF CLAIMS AND INTERESTS
2.1 CLASSIFICATION GENERALLY: All Claims and Equity Interests, except
Administrative Claims and Priority Tax Claims are placed in the following
Classes. A Claim or Equity Interest is classified in a particular Class only to
the extent that the Claim or Equity Interest qualifies within the description of
the Class and is classified in a different Class to the extent that the Claim or
Equity Interest qualifies within the description of that Class. A proof of Claim
or Equity Interest which asserts a Claim or an Equity Interest which is properly
includible in more than one Class is in the Class asserted only to the extent it
qualifies within the description of such Class and is in a different Class to
the extent it qualifies within a description of such different Class.
UNCLASSIFIED CLAIMS
Allowed Administrative Claims
Allowed Priority Tax Claims
CLASSIFIED CLAIMS
PRIORITY CLAIMS:
Class A-1: Allowed Priority Claims
SECURED CONTRACT CLAIMS:
Class B-1: Allowed Secured Claim of GMAC
Class B-2: Allowed Secured Claim of INCC
Class B-3: Allowed Secured Claim of MC Bank & Trust Company
Class B-4: Allowed Secured Claim of Tricore
Class B-5: Allowed Secured Claim of Woodforest National Bank
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 16
Class B-6: Allowed Secured Claim of The Woodlands Corporation
ALLOWED SECURED OIL AND GAS LIEN CLAIMS:
Class C-1: Abbeville Field Claims
Class C-2: Bayou Henry Field Claims
Class C-3: Bayou Penchant Field Claims
Class C-3-A: North Lease Claimants
Class C-3-B: South Lease Claimants
Class C-3-C: South/North Lease Claimants
Class C-4: Bayou Pigeon Field Claims
Class C-4-A: Brownell Kidd 90 Lease Claimants
Class C-4-B: David R. McHugh Estate Lease Claimants
Class C-4-C: Edward H. Peterman Lease Claimants
Class C-4-D: Lynch McHugh Heirs et al Lease Claimants
Class C-4-E: VF Landry et al 52 Lease Claimants
Class C-4-F: VF Landry et al 90 Lease Claimants
Class C-4-G: Brownell Kidd 11/66 Lease Claimants
Class C-4-H: Richard Lynch Heirs Lease Claimants
Class C-4-I: VF Landry 11/66 Lease Claimants
Class C-5: Darrow Field Claims
Class C-6: Deer Island Field Claims
Class C-6-A: CL&F 12/21/45 Lease Claimants
Class C-6-B: CL&F 12/26/45 Lease Claimants
Class C-6-C: CL&F SWD Well #1 Claimants
Class C-7: East Hackberry Field Claims
Class C-7-A: M.P. Erwin Lease Claimants
Class C-7-B: State Lease 50 Lease Claimants
Class C-8: Golden Meadow Field Claims
Class C-9: Lac Blanc Field Claims
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 17
Class C-10: Napoleonville Field Claims
Class C-10-A: Dugas & LeBlanc Ltd 2/94 Lease Claimants
Class C-10-B: Dugas & LeBlanc Ltd 3/94 Lease Claimants
Class C-10-C: Dugas & LeBlanc Ltd 93 Lease Claimants
Class C-10-D: E. Robert Sternfels et al 90 Lease Claimants
Class C-10-E: Dougas LeBlanc A SWD Well Claimants
Class C-11: Rankin Field Claims
Class C-12: South Atchafalaya Bay Field Claims
Class C-13: Tigre Lagoon Field Claims
Class C-14: West Cote Blanche Bay Field Claims
Class C-15: West Hackberry Field Claims
Class C-15-A: R Vincent 1/18/38 Lease Claimants
Class C-15-B: R Vincent 5/36 Lease Claimants
Class C-16: West Lake Pontchartrain Field Claims
UNSECURED CLAIMS:
Class D-1: Allowed Convenience Claims
Class D-2: Allowed Tort Claims
Class D-3: Allowed General Unsecured Claims
Class D-4: Allowed Securities Litigation Claims Based Upon Senior Note
Ownership
EQUITY INTERESTS:
Class E-1: Preferred Stock
Class E-2: Allowed Securities Litigation Claims Based Upon Preferred Stock
Ownership
Class E-3: Common Stock and Allowed Securities Litigation Claims Based Upon
Common Stock Ownership
Class E-4: WRT Warrants
Class E-5: WRT Stock Options
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 18
ARTICLE 3
PROVISIONS FOR PAYMENT
OF UNCLASSIFIED CLAIMS
3.1 PAYMENT IN FULL TO ADMINISTRATIVE CLAIMANTS: Unless otherwise agreed,
each Allowed Administrative Claim shall be paid in full in Cash by no later than
the later of (a) the Effective Date or (b) fifteen (15) days after the
Administrative Claim becomes an Allowed Administrative Claim; provided, however,
that Administrative Claims that represent liabilities incurred by the Debtor in
the ordinary course of business during the Chapter 11 Case shall be paid in the
ordinary course of business in accordance with any related agreements.
3.2 BAR DATE FOR ADMINISTRATIVE CLAIMS:
(a) COMPENSATION ESTIMATE. Any Person retained or requesting
compensation or expense reimbursement pursuant to Sections 328, 330,
503(b)(2) through (6) or 1103 of the Bankruptcy Code shall file a
Compensation Estimate (i) on or before three (3) calendar days
before the first date set for the hearing on the confirmation of
this Plan and (ii) on or before five (5) calendar days before the
first date scheduled for the Effective Date.
(b) FILING AND ALLOWANCE OF ADMINISTRATIVE CLAIMS. The holder of an
Administrative Claim other than (i) an Allowed Administrative Claim
or (ii) an Administrative Claim that represents a liability incurred
by the Debtor in the ordinary course of business, must file a proof
of Administrative Claim (or, in the case of a Fee Claim, an
application seeking the Bankruptcy Court's approval of such Fee
Claim) on or before the Administrative Claims Bar Date and serve a
copy on counsel for New WRT. Failure to timely file such proof of
Administrative Claim (or application) shall result in the
Administrative Claim being forever barred and discharged. An
Administrative Claim other than a Fee Claim, proof of which has been
timely filed, shall become an Allowed Administrative Claim if no
objection thereto is filed within thirty (30) days after the filing
and service of such proof of Administrative Claim or application, as
the case may be . If an objection is filed within such thirty (30)
day period, the Administrative Claim shall only become an Allowed
Administrative Claim to the extent allowed by Final Order. A Fee
Claim with respect to which an application is timely filed shall
become an Allowed Administrative Claim only to the extent allowed by
Final Order.
3.3 PAYMENT IN FULL TO PRIORITY TAX CLAIMANTS: Unless otherwise agreed,
each Allowed Priority Tax Claim shall be paid in full in equal quarter-annual
installments of principal during a period of time from the Effective Date to
December 31, 2001, plus interest at the rate of LIBOR (London Inter-Bank Offered
Rate) plus 2% per annum from and after the Effective Date which shall also be
paid quarter-annually. The first such installment shall be paid on the first day
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 19
of the calendar quarter (a) next following the Effective Date or (b) next
following the Priority Tax Claim becoming an Allowed Claim, whichever occurs
last; and subsequent installments shall be paid quarter-annually thereafter;
provided, however, that New WRT shall have the option to prepay any or all of
the Allowed Priority Tax Claims at any time up until December 31, 2001.
ARTICLE 4
PROVISIONS FOR TREATMENT OF
ALLOWED PRIORITY CLAIMS (CLASS A-1)
4.1 PAYMENT IN FULL TO PRIORITY CLAIMANTS: Unless otherwise agreed, each
Allowed Priority Claim shall be paid in full in Cash by no later than the later
of (a) the Effective Date or (b) fifteen (15) days after the Priority Claim
becomes an Allowed Priority Claim by Final Order.
4.2 STATUS OF CLASS: Class A-1 is unimpaired. Therefore, votes for
acceptance or rejection of the Plan from members of such Class will not be
solicited.
ARTICLE 5
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIM OF GMAC (CLASS B-1)
5.1 CURE OF EXISTING DEFAULTS: Unless otherwise agreed, New WRT shall cure
all existing monetary defaults under the documents evidencing the Allowed
Secured Claim of General Motors Acceptance Corporation ("GMAC") (the "GMAC Loan
Documents"), such cure to occur by no later than the later of (a) the Effective
Date or (b) fifteen (15) days after the entry of a Final Order determining such
cure amount in the event of a disagreement between GMAC and New WRT as to such
amount.
5.2 REINSTATEMENT OF OBLIGATIONS: Unless otherwise agreed, the obligations
of WRT to GMAC with respect to the Allowed Secured Claim of GMAC shall be
reinstated and New WRT shall make payments to GMAC pursuant to the GMAC Loan
Documents from and after the date of cure of all monetary defaults as provided
in Article 5.1 of the Plan.
5.3 RELEASE OF LIEN: Upon final payment to GMAC under the GMAC Loan
Documents, GMAC, or its successor in interest if applicable, shall promptly
provide to New WRT all such documentation as New WRT deems necessary to
effectuate a release of all of GMAC's Liens against Collateral of New WRT.
5.4 STATUS OF CLASS: Class B-1 is unimpaired. Therefore, a vote for
acceptance or rejection of the Plan from the Claimant within such Class will not
be solicited.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 20
ARTICLE 6
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIM OF INCC (CLASS B-2)
6.1 DETERMINATION OF ALLOWED SECURED CLAIM OF INCC: The Allowed Secured
Claim of INCC shall be fixed and allowed as of the Effective Date as the sum of
(a) the principal indebtedness under the INCC Note and INCC Credit Agreement,
which indebtedness shall include all accrued interest, fees and costs as of the
Petition Date; (b) accrued interest on the principal set forth in (a) above at
the non-default rate of interest provided in the INCC Credit Agreement from and
after the Petition Date and through the Effective Date, and (c) any reasonable
fees, costs or other charges provided for under the INCC Credit Agreement as
agreed between INCC and DLBW and the Debtor.
6.2 LOAN RECONSTRUCTURE: The Allowed Secured Claim of INCC will be paid in
full in cash on the Effective Date.
6.3 STATUS OF CLASS: Class B-2 is impaired. Therefore, a vote for
acceptance or rejection of the Plan will be solicited from the Claimant within
such Class.
ARTICLE 7
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIM OF MC BANK & TRUST COMPANY (CLASS B-3)
7.1 CURE OF EXISTING DEFAULTS: Unless otherwise agreed, New WRT shall cure
all existing monetary defaults under the documents evidencing the Allowed
Secured Claim of MC Bank & Trust Company ("MCBT") (the "MCBT Loan Documents"),
such cure to occur by no later than the later of (a) the Effective Date or (b)
fifteen (15) days after the entry of a Final Order determining such cure amount
in the event of a disagreement between MCBT and New WRT as to such amount.
7.2 REINSTATEMENT OF OBLIGATIONS: Unless otherwise agreed, the obligations
of WRT to MCBT with respect to the Allowed Secured Claim of MCBT shall be
reinstated and New WRT shall make payments to MCBT pursuant to the MCBT Loan
Documents from and after the date of cure of all monetary defaults as provided
in Article 7.1 of the Plan.
7.3 RELEASE OF LIEN: Upon final payment to MCBT under the MCBT Loan
Documents, MCBT, or its successor in interest if applicable, shall promptly
provide to New WRT all such documentation as New WRT deems necessary to
effectuate a release of all of MCBT's Liens against Collateral of New WRT.
7.4 STATUS OF CLASS: Class B-3 is unimpaired. Therefore, a vote for
acceptance or rejection of the Plan from the Claimant within such Class will not
be solicited.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 21
ARTICLE 8
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIM OF TRICORE (CLASS B-4)
8.1 PAYMENT IN FULL: Unless otherwise agreed, the Allowed Secured Claim,
if any, of Tricore shall be paid in full in Cash by no later than the later of
(a) the Effective Date or (b) fifteen (15) days after such Secured Claim becomes
an Allowed Secured Claim by Final Order, provided the conditions set forth in
Article 8.2 below are met.
8.2 RELEASE OF COLLATERAL: Contemporaneous with and as a condition to New
WRT's payment of Tricore's Allowed Secured Claim pursuant to the terms of
Article 8.1 above, Tricore, or its successor in interest if applicable, shall
execute and deliver to New WRT all such documentation which New WRT deems
necessary to effectuate a release by Tricore of all Collateral securing
Tricore's Claim.
8.3 STATUS OF CLASS: Class B-4 is impaired. Therefore, a vote for
acceptance or rejection of the Plan from the Claimant within such Class will be
solicited.
ARTICLE 9
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIM OF
WOODFOREST NATIONAL BANK (CLASS B-5)
9.1 CURE OF EXISTING DEFAULTS: Unless otherwise agreed, New WRT shall cure
all existing monetary defaults under the documents evidencing the Allowed
Secured Claim to Woodforest National Bank ("WFNB") (the "WFNB Loan Documents"),
such cure to occur by no later than the later of (a) the Effective Date or (b)
fifteen (15) days after the entry of a Final Order determining such cure amount
in the event of a disagreement between WFNB and New WRT as to such amount.
9.2 REINSTATEMENT OF OBLIGATIONS: Unless otherwise agreed, the obligations
of WRT to WFNB with respect to the Allowed Secured Claim of WFNB shall be
reinstated and New WRT shall make payments to WFNB pursuant to the WFNB Loan
Documents from and after the date of cure of all monetary defaults as provided
in Article 9.1 of the Plan.
9.3 RELEASE OF LIEN: Upon final payment to WFNB under the WFNB Loan
Documents, WFNB, or its successor in interest if applicable, shall promptly
provide to New WRT all such documentation as New WRT deems necessary to
effectuate a release all of WFNB's Liens against Collateral of New WRT.
9.4 STATUS OF CLASS: Class B-5 is unimpaired. Therefore, a vote for
acceptance or rejection of the Plan from the Claimant within such Class will not
be solicited.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 22
ARTICLE 10
PROVISIONS FOR TREATMENT
OF ALLOWED SECURED CLAIM OF
THE WOODLANDS CORPORATION (CLASS B-6)
10.1 PAYMENT IN FULL: Unless otherwise agreed, the Allowed Secured Claim
of The Woodlands Corporation shall be paid in full in Cash by no later than the
later of (a) the Effective Date or (b) fifteen (15) days after such Secured
Claim becomes an Allowed Secured Claim by Final Order, provided the conditions
set forth in Article 10.2 below are met.
10.2 RELEASE OF LIEN: Contemporaneous with and as a condition to New WRT's
payment of The Woodlands Corporation's Allowed Secured Claim pursuant to the
terms of Article 10.1 above, The Woodlands Corporation, or its successor in
interest if applicable, shall execute and deliver to New WRT all such
documentation which New WRT deems necessary to effectuate a release of all of
The Woodlands Corporation's Liens against Collateral of New WRT.
10.3 STATUS OF CLASS: Class B-6 is impaired. Therefore, a vote for
acceptance or rejection of the Plan from the Claimant within such Class will be
solicited.
ARTICLE 11
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIMS OF OIL & GAS LIEN CLASS CLAIMANTS
(CLASSES C-1, C-3, C-4, C-6, C-7-A, C-8 AND C-10)
11.1 APPLICABILITY OF PROVISIONS: The provisions of this Article 11 shall
apply independently to each of the following Classes: C-1, C-3 and C-4, C-6,
C-7-A, C-8 and C-10 (each respective Class referred to as "Oil & Gas Lien Class"
herein).
11.2 PAYMENT OF ALLOWED SECURED CLAIMS: Unless a particular Oil & Gas Lien
Class elects treatment under Section 1111(b)(2) of the Bankruptcy Code, in full
and final satisfaction of its Claim, each holder of an Allowed Secured Claim in
such Class shall, at the option of such holder, either (i) be paid in Cash in an
amount equal to the amount of such holder's Allowed Secured Claim (excluding
therefrom all interest, fees or expenses, all which accrued post-petition,
included in such Allowed Secured Claim) or (ii) receive the number of shares of
New WRT Common Stock obtained by dividing the amount of such holder's Allowed
Secured Claim (excluding therefrom all interest, fees or expenses, all which
accrued post-petition, included in such Allowed Secured Claim) by a purchase
price of $3.50 per share, in either case by no later than the later of (i) the
Effective Date or (ii) fifteen (15) days after all Allowed Secured Claims in
such Class have either been disallowed or become Allowed Secured Claims by Final
Order, provided that the conditions set forth in Article 11.3 are met.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 23
11.3 RELEASE OF COLLATERAL: Contemporaneous with and as a condition to New
WRT's payment of Allowed Secured Claims in the Oil and Gas Lien Classes pursuant
to the terms of Article 11.2 above, holders of Allowed Secured Claims in the Oil
and Gas Lien Classes, or their successors in interest if applicable, shall
execute and deliver to New WRT all such documentation which New WRT deems
necessary to effectuate a release of the applicable Liens against Collateral of
New WRT.
11.4 ELECTION OF SECTION 1111(B)(2) TREATMENT: On or before the conclusion
of the hearing on the Disclosures Statement, each Oil & Gas Lien Class shall
have the option to elect treatment under Section 1111(b)(2) of the Bankruptcy
Code in accordance with Bankruptcy Rule 3014. An Oil & Gas Lien Class shall have
made such election if at least 2/3 in amount and more than 1/2 in number of the
Claims in such Class make such election.
11.5 PROVISIONS FOR TREATMENT OF CLASSES ELECTING 1111(B)(2) TREATMENT:
Each Oil & Gas Lien Class electing treatment under Section 1111(b)(2) of the
Bankruptcy, as provided in Article 11.4 above, shall receive the following
treatment:
(a) PAYMENT: Each holder of an Allowed Secured Claim in such Class shall
receive, in equal monthly installments over a period of seven (7)
years, deferred Cash payments totaling at least the amount of the
Allowed Secured Claim, with a value as of the Effective Date, of at
least the holder's interest in the estate's interest in the
Collateral securing such Claim. By no later than the later of (a)
the Effective Date or (b) fifteen (15) days after the Claim becomes
an Allowed Secured Claim, New WRT shall execute and deliver to the
holder of such Allowed Secured Claim a non-recourse promissory note
(the "Oil & Gas Lien Note") evidencing such payment terms.
(b) RETENTION OF LIENS: Each holder of an Allowed Secured Claim who is
in a Class which has elected treatment under Section 1111(b)(2)
shall retain its Liens to secure repayment of the Oil & Gas Lien
Note until such Oil & Gas Lien Note is fully paid or until the
holder otherwise agrees.
(c) RELEASE OF LIENS: Upon satisfaction of the Oil & Gas Lien Note, the
holder thereof shall promptly execute and deliver to New WRT all
such documentation which New WRT deems necessary to effectuate a
release of the holder's Liens against Collateral of New WRT.
(d) PREPAYMENT: Each Oil & Gas Lien Note may be prepaid by New WRT or on
behalf of New WRT at any time without penalty, provided that such
payment include any accrued interest through the date of such
prepayment.
(e) NO RECOURSE AGAINST NEW WRT: Holders of Allowed Secured Claims who
are in Classes which have elected treatment under Section 1111(b)(2)
of the Bankruptcy Code shall have no recourse against New WRT. In
the event of
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 24
a default under the Oil & Gas Lien Note provided by Article 11.5(a),
such Creditor's recourse shall be limited to the Collateral to which
such Creditor's Liens are attached.
11.6 STATUS OF CREDITORS: The Oil & Gas Lien Classes are impaired.
Therefore, votes for acceptance or rejection of the Plan will be solicited from
Claimants within each Oil & Gas Lien Class.
ARTICLE 12
PROVISIONS FOR TREATMENT OF ALLOWED
SECURED EAST HACKBERRY STATE LEASE 50 CLAIMS (CLASS C-7-B)
12.1 APPLICABILITY OF PROVISIONS: The provisions of this Article 12 shall
apply to Class C-7-B.
12.2 PAYMENT OF ALLOWED SECURED CLAIMS:
(a) Unless Class C-7-B elects treatment under Section 1111(b)(2) of the
Bankruptcy Code, in full and final satisfaction of its Claim, each
holder of an Allowed Secured Claim in such Class shall, at the
option of such holder, either (i) be paid in Cash in an amount equal
to 75% of the amount of such holder's Allowed Secured Claim (as
determined by Section 12.2(b)) or (ii) receive the number of shares
of New WRT Common Stock obtained by dividing the 75% of amount of
such holder's Allowed Secured Claim (as determined by Section
12.2(b)) by a purchase price of $3.50 per share, in either case by
no later than the later of (i) the Effective Date or (ii) fifteen
(15) days after all Allowed Secured Claims in such Class have either
been disallowed or become Allowed Secured Claims by Final Order,
provided that the conditions set forth in Article 12.3 are met.
(b) For the purpose of Article 12.2(a) hereof, the amount of the Allowed
Secured Claim of each Claimant in Class C-7-B will be determined on
the basis of the assumption that the value of such Claimant's
interest in the Debtor's interest in the applicable Collateral is
equal to seventy-five percent (75%) of the principal amount of such
Claimant's Secured Claim as allowed.
12.3 RELEASE OF COLLATERAL: Contemporaneous with and as a condition to New
WRT's payment of Allowed Secured Claims in Class C-7-B pursuant to the terms of
Article 12.2 above, holders of Allowed Secured Claims in Class C-7-B, or their
successors in interest if applicable, shall execute and deliver to New WRT all
such documentation which New WRT deems necessary to effectuate a release of the
applicable Liens against Collateral of New WRT.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 25
12.4 ELECTION OF SECTION 1111(B)(2) TREATMENT: On or before the conclusion
of the hearing on the Disclosures Statement, Class C-7-B shall have the option
to elect treatment under Section 1111(b)(2) of the Bankruptcy Code in accordance
with Bankruptcy Rule 3014. Class C-7-B shall have made such election if at least
2/3 in amount and more than 1/2 in number of the Claims in the Class make such
election.
12.5 PROVISIONS FOR TREATMENT OF CLASS IF ELECTING 1111(B)(2) TREATMENT:
If Class C-7-B elects treatment under Section 1111(b)(2) of the Bankruptcy, as
provided in Article 12.4 above, shall receive the following treatment:
(a) PAYMENT: Each holder of an Allowed Secured Claim in Class C-7-B
shall receive, in equal monthly installments over a period of seven
(7) years, deferred Cash payments totaling at least the amount of
the Allowed Secured Claim, with a value as of the Effective Date, of
at least the holder's interest in the estate's interest in the
Collateral securing such Claim. By no later than the later of (a)
the Effective Date or (b) fifteen (15) days after the Claim becomes
an Allowed Secured Claim, New WRT shall execute and deliver to the
holder of such Allowed Secured Claim a non-recourse promissory note
(the "Oil & Gas Lien Note") evidencing such payment terms.
(b) RETENTION OF LIENS: Each holder of an Allowed Secured Claim in a
Class C-7-B shall retain its Liens to secure repayment of the Oil &
Gas Lien Note until such Oil & Gas Lien Note is fully paid or until
the holder otherwise agrees.
(c) RELEASE OF LIENS: Upon satisfaction of the Oil & Gas Lien Note, the
holder thereof shall promptly execute and deliver to New WRT all
such documentation which New WRT deems necessary to effectuate a
release of the holder's Liens against Collateral of New WRT.
(d) PREPAYMENT: Each Oil & Gas Lien Note may be prepaid by New WRT or on
behalf of New WRT at any time without penalty, provided that such
payment include any accrued interest through the date of such
prepayment.
(e) NO RECOURSE AGAINST NEW WRT: Holders of Allowed Secured Claims in
Class C-7-B shall have no recourse against New WRT. In the event of
a default under the Oil & Gas Lien Note provided by Article 12.5(a),
such Creditor's recourse shall be limited to the Collateral to which
such Creditor's Liens are attached.
12.6 STATUS OF CREDITORS: Class C-7-B is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from Claimants within such
Class.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 26
ARTICLE 13
PROVISIONS FOR TREATMENT OF
ALLOWED SECURED CLAIMS OF RANKIN FIELD CLAIMANTS (CLASS C-11)
13.1 PAYMENT IN FULL: Unless otherwise agreed, the Allowed Secured Claims
of Rankin Field Claimants shall be paid in full in Cash out of the Rankin Field
Proceeds by no later than the later of (a) the Effective Date or (b) fifteen
(15) days after all such Secured Claims held by Rankin Field Claimants become
Allowed Secured Claims or are disallowed by Final Order.
13.2 STATUS OF CREDITOR: Class C-11 is impaired. Therefore, votes for
acceptance or rejection of the Plan by Claimants within Class C-11 will be
solicited.
ARTICLE 14
PROVISIONS FOR TREATMENT OF ALLOWED SECURED
WEST COTE BLANCHE BAY FIELD CLAIMS (CLASS C-14)
14.1 PAYMENT IN FULL: Unless otherwise agreed, each holder of a West Cote
Blanche Bay Field Claim that is an Allowed Secured Claim shall, at such holder's
option, either (i) be paid in full in Cash or (ii) receive the number of shares
of New WRT Common Stock obtained by dividing the liquidated amount of such
holder's Allowed Secured Claim by a purchase price of $3.50 per share, in either
case by no later than the later of (a) the Effective Date or (b) fifteen (15)
days after the date on which such Claim becomes an Allowed Secured Claim,
provided that the conditions set forth in Article 14.2 are met.
14.2 RELEASE OF COLLATERAL: Contemporaneous with and as a condition to New
WRT's payment of an Allowed Secured Claim within Class C-14 pursuant to the
terms of Article 14.1, the holder of such Allowed Secured Claim shall execute
and deliver to New WRT all such documentation as New WRT deems necessary to
effectuate the release by such holders of Liens against Collateral of New WRT.
14.3 STATUS OF CLASS: Class C-14 is impaired. Therefore, votes for
acceptance or rejection of the Plan from Claimants within such Class will be
solicited.
ARTICLE 15
PROVISIONS FOR TREATMENT OF ALLOWED OTHER OIL & GAS
LIEN CLASS CLAIMANTS (CLASSES C-2, C-5, C-9, C-12, C-13, C-15 AND C-16)
15.1 APPLICABILITY OF PROVISIONS: The provisions of this Article 15 shall
apply independently to each of the following Classes: C-2, C-5, C-9, C-12, C-13,
C-15 and C-16 (each respective Class referred to as "Other Oil & Gas Lien Class"
herein).
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 27
15.2 PAYMENT OF ALLOWED SECURED CLAIMS:
(a) Unless a particular Other Oil & Gas Lien Class elects treatment
under Section 1111(b)(2) of the Bankruptcy Code, in full and final
satisfaction of its Claim, each holder of an Allowed Secured Claim
in such Class shall, at the option of such holder, either (i) be
paid in Cash in an amount equal to 50% of the amount of such
holder's Allowed Secured Claim (as determined by Section 15.2(b)) or
(ii) receive the number of shares of New WRT Common Stock obtained
by dividing the 50% of amount of such holder's Allowed Secured Claim
(as determined by Section 15.2(b)) by a purchase price of $3.50 per
share, in either case by no later than the later of (i) the
Effective Date or (ii) fifteen (15) days after all Allowed Secured
Claims in such Class have either been disallowed or become Allowed
Secured Claims by Final Order, provided that the conditions set
forth in Article 15.3 are met.
(b) For the purpose of Article 15.2(a) hereof the amount of the Allowed
Secured Claim of each Claimant in an Other Oil & Gas Lien Class will
be determined on the basis of the assumption that the value of such
Claimant's interest in the Debtor's interest in the applicable
Collateral is equal to fifty percent (50%) of the principal amount
of such Claimant's Secured Claim as allowed.
15.3 RELEASE OF COLLATERAL: Contemporaneous with and as a condition to New
WRT's payment of Allowed Secured Claims in the Other Oil & Gas Lien Classes
pursuant to the terms of Article 15.2 above, holders of Allowed Secured Claims
in the Other Oil & Gas Lien Classes, or their successors in interest if
applicable, shall execute and deliver to New WRT all such documentation which
New WRT deems necessary to effectuate a release of the applicable Liens against
Collateral of New WRT.
15.4 ELECTION OF SECTION 1111(B)(2) TREATMENT: On or before the conclusion
of the hearing on the Disclosures Statement, each Other Oil & Gas Lien Class
shall have the option to elect treatment under Section 1111(b)(2) of the
Bankruptcy Code in accordance with Bankruptcy Rule 3014. An Other Oil & Gas Lien
Class shall have made such election if at least 2/3 in amount and more than 1/2
in number of the Claims in such Class make such election.
15.5 PROVISIONS FOR TREATMENT OF CLASSES ELECTING 1111(B)(2) TREATMENT:
Each Other Oil & Gas Lien Class electing treatment under Section 1111(b)(2) of
the Bankruptcy, as provided in Article 15.4 above, shall receive the following
treatment:
(a) PAYMENT: Each holder of an Allowed Secured Claim in such Class shall
receive, in equal monthly installments over a period of seven (7)
years, deferred Cash payments totaling at least the amount of the
Allowed Secured Claim, with a value as of the Effective Date, of at
least the holder's interest in the estate's interest in the
Collateral securing such Claim. By no later than the later of (a)
the Effective Date or (b) fifteen (15) days after the Claim
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 28
becomes an Allowed Secured Claim, New WRT shall execute and deliver
to the holder of such Allowed Secured Claim a non-recourse
promissory note (the "Oil & Gas Lien Note") evidencing such payment
terms.
(b) RETENTION OF LIENS: Each holder of an Allowed Secured Claim who is
in a Class which has elected treatment under Section 1111(b)(2)
shall retain its Liens to secure repayment of the Oil & Gas Lien
Note until such Oil & Gas Lien Note is fully paid or until the
holder otherwise agrees.
(c) RELEASE OF LIENS: Upon satisfaction of the Oil & Gas Lien Note, the
holder thereof shall promptly execute and deliver to New WRT all
such documentation which New WRT deems necessary to effectuate a
release of the holder's Liens against Collateral of New WRT.
(d) PREPAYMENT: Each Oil & Gas Lien Note may be prepaid by New WRT or on
behalf of New WRT at any time without penalty, provided that such
payment include any accrued interest through the date of such
prepayment.
(e) NO RECOURSE AGAINST NEW WRT: Holders of Allowed Secured Claims who
are in Classes which have elected treatment under Section 1111(b)(2)
of the Bankruptcy Code shall have no recourse against New WRT. In
the event of a default under the Oil & Gas Lien Note provided by
Article 15.5(a), such Creditor's recourse shall be limited to the
Collateral to which such Creditor's Liens are attached.
15.6 STATUS OF CREDITORS: The Other Oil & Gas Lien Classes are impaired.
Therefore, votes for acceptance or rejection of the Plan will be solicited from
Claimants within each Other Oil & Gas Lien Class.
ARTICLE 16
PROVISIONS FOR TREATMENT OF
ALLOWED CONVENIENCE CLAIMS (CLASS D-1)
16.1 PARTIAL PAYMENT IN CASH: Unless otherwise agreed, in full and final
satisfaction of its Claim, each holder of an Allowed Convenience Claim shall be
paid 50% of such Allowed Claim in Cash by no later than the later of (a) the
Effective Date, or (b) fifteen (15) days after the Unsecured Claim becomes an
Allowed Convenience Claim by Final Order.
16.2 STATUS OF CREDITORS: Class D-1 is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from Claimants within such
Class.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 29
ARTICLE 17
PROVISIONS FOR TREATMENT OF
ALLOWED TORT CLAIMS (CLASS D-2)
17.1 PAYMENT OF ALLOWED TORT CLAIMS: In full and final satisfaction of
Allowed Tort Claims, all such Claims shall be satisfied and discharged in the
following manner:
(a) INSURANCE PROCEEDS: If and when a Claim in Class D-2 becomes an
Allowed Claim, proceeds from Casualty Insurance Policies which
become payable as a consequence of such allowance shall be disbursed
by the insurer obligated to pay such proceeds as part of an Interim
Insurance Distribution (as hereinafter defined), or shall be held by
the insurer until such time as all Claims in Class D-2 payable from
proceeds of a particular Casualty Insurance Policy are either
allowed or disallowed pursuant to Final Order (the time of "Final
Insurance Distribution"). The insurer under the particular policy
involved may submit to the Bankruptcy Court an affidavit attesting
that it is aware of no further Claims being asserted against the
Debtor against such Casualty Insurance Policy and thereupon seek an
order of the Bankruptcy Court determining that all Claims in Class
D-2 payable from proceeds of such Casualty Insurance Policy have
either become Allowed Claims or have been disallowed pursuant to
Final Order. The insurer under a particular Casualty Insurance
Policy may apply insurance proceeds for payment of the insurer's
fees and expenses without further order of the Bankruptcy Court. Any
insurance proceeds held by an insurer until such time as all Claims
in Class D-2 payable from proceeds of a particular Casualty
Insurance Policy are either Allowed Claims or disallowed pursuant to
Final Order, and any amounts for fees and expenses incurred by
insurers shall reduce the remaining insurance policy limits by the
amounts of such held proceeds or expenditures.
(b) DISBURSEMENTS: At such time as all Claims in Class D-2 payable from
proceeds of a particular Casualty Insurance Policy for which
proceeds are being held as set forth above either (i) become Allowed
Claims or (ii) are disallowed pursuant to Final Order, the insurer
shall disburse to the holders of such Allowed Claims the insurance
proceeds then being held, and in the event that there are
insufficient proceeds being held to pay in full each said Allowed
Claim, then and in such event the distribution shall be made on a
pro-rata basis as follows: Each holder of an Allowed Claim in Class
D-2 payable from proceeds of a particular Casualty Insurance Policy
for which funds are being held shall receive an amount equal to the
product of all proceeds from such Casualty Insurance Policy held or
previously distributed by the insurer, multiplied by a fraction, the
numerator of which is the holder's Allowed Claim in Class D-2, and
the denominator of which is the total
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 30
amount of all Allowed Claims in Class D-2 to the holders of which
such held proceeds are payable, less any Interim Insurance
Distribution Amount (as hereinafter defined) previously distributed
to such Class D-2 Claimant pursuant to the provisions of Article
17.1(c) hereof.
(c) INTERIM INSURANCE DISTRIBUTIONS: Notwithstanding the provisions of
Article 17.1(a) and 17.1(b) above, an insurer may make a
distribution (an "Interim Insurance Distribution") of proceeds of a
particular Casualty Insurance Policy (the "Interim Insurance
Distribution Amounts") for an Allowed Claim in Class D-2 at any
time, upon the following conditions:
(i) the Claimant to receive such Interim Insurance Distribution
Amount is the holder of an Allowed Claim in Class D-2;
(ii) the Interim Insurance Distribution Amount to be distributed to
the holder of such Allowed Claim does not exceed the Holdback
Percentage (as hereinafter defined) times the total amount of
such Allowed Claim; and
(iii) the holder of such Allowed Claim has complied with all other
provisions of this Plan.
As used herein, the "Holdback Percentage" shall mean a fraction, the
numerator of which is the stated policy limits of coverage provided
by a particular policy and the denominator of which is the sum, for
such Casualty Insurance Policy, of the amounts listed on timely
filed proofs of claim of those Claimants asserting Tort Claims
asserted to be covered by such Casualty Insurance Policy. The
Holdback Percentage and the Interim Insurance Distribution Amounts
may be recalculated to reflect reductions, if any, in available
insurance proceeds and/or outstanding Claims. All Claims in Class
D-2 shall be deemed objected to until allowed.
In no event shall any holder of a Claim in Class D-2, or affiliate
thereof, or the Debtor assert any action related to a policy or the
Debtor against any insurer of the Debtor except as provided herein,
and any order confirming this Plan shall function as an injunction
under 11 U.S.C. ss. 105 enjoining such action.
(d) EFFECT OF RETENTION PROVISIONS: Notwithstanding any provision herein
to the contrary, if insurance proceeds become payable as a
consequence of the allowance of a Claim in Class D-2 and the
relevant Casualty Insurance Policy contains a retention (deductible)
provision that has not been previously paid by the Debtor, then and
in such event (i) the amount of proceeds to be paid by the insurer
shall be reduced by the unpaid retention and (ii) the holder of
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 31
the Allowed Claim in Class D-2 shall be deemed to hold an Allowed
Claim in Class D-3 in the amount of such unpaid retention.
17.2 RESERVATION OF RIGHTS IN INSURERS: Except as specifically above set
forth herein with respect to Articles 17.1(b) and 17.1(c), the insurers under
all Casualty Insurance Policies shall retain all rights (including, but not
limited to, rights to defend claims, settle claims, and retain and pay defense
counsel), remedies, defenses, discretions and corresponding obligations as
provided in each such Casualty Insurance Policy and any related agreements. No
insurer shall be required to make a disbursement to the holder of an Allowed
Claim in Class D-2, as provided above, unless the holder of such Allowed Claim
executes and delivers to the insurer a release of all Claims and Causes of
Action in such form and containing such provisions as may be required by the
insurer.
17.3 DUTY OF COOPERATION: New WRT shall have a continuing duty to
cooperate with and assist the insurers issuing or having issued Casualty
Insurance Policies to the Debtor in defense of Claims against the Debtor. New
WRT shall, INTER ALIA, provide the insurers, upon request, with all relevant
documentation and witnesses (both fact and expert) for the defense, trial and
resolution of Claims against the Debtor, provided that the documentation is in
the custody of New WRT and the witnesses (both fact and expert) are in the
employ or subject to the control of New WRT.
17.4 STATUS OF CREDITORS: Class D-2 is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from Claimants within such
Class.
ARTICLE 18
PROVISIONS FOR TREATMENT OF
ALLOWED GENERAL UNSECURED CLAIMS (CLASS D-3)
18.1 DISTRIBUTIONS OF STOCK: In full and final satisfaction of its Claim,
each holder of an Allowed Claim within Class D-3 shall receive its Pro Rata
Share of an aggregate distribution of ten million (10,000,000) shares of New WRT
Common Stock.
18.2 OPTION TO PARTICIPATE IN RIGHTS OFFERING: Each holder of an Allowed
Claim within Class D-3 shall also receive its pro rata share of the New WRT
Subscription Rights provided for in Article 29 of the Plan, entitling such
holder to participate in the Rights Offering described in and under the terms of
such Article; PROVIDED, HOWEVER, that if Class D-3 rejects the Plan, the Rights
Offering will not occur and the holders of Allowed Claims in Class D-3 will
receive no New WRT Subscription Rights.
18.3 STATUS OF CREDITORS: Class D-3 is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from Claimants within such
Class.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 32
ARTICLE 19
PROVISIONS FOR TREATMENT OF ALLOWED SECURITIES
LITIGATION CLAIMS BASED UPON SENIOR NOTE OWNERSHIP (CLASS D-4)
19.1 CONTINGENT DISTRIBUTION: If Classes D-1, D-2, and D-3 accept the
Plan, in full and final satisfaction of its Claim, each holder of an Allowed
Claim in Class D-4 shall receive its pro rata share of an aggregate distribution
of New WRT Warrants equal to 2% of the total New WRT Common Stock that would be
issued pursuant to the Plan on the Effective Date if all New WRT Warrants were
exercised on the Effective Date.
19.2 REJECTION BY CLASSES D-1, D-2, OR CLASS D-3: If Class D-1, D-2, or
D-3 rejects the Plan, then holders of Allowed Claims in Class D-4 shall receive
no Distribution under the Plan.
19.3 STATUS OF CREDITORS: Class D-4 is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from Claimants within such
Class.
ARTICLE 20
PROVISIONS FOR TREATMENT OF INTERESTS
OF HOLDERS OF PREFERRED STOCK(CLASS E-1)
20.1 CONTINGENT DISTRIBUTION: If Classes D-1, D-2, D-3, and D-4 accept the
Plan, in full and final satisfaction of their Interests, each holder of an
Allowed Interest in Class E-1 as of the Distribution Record Date shall receive
its pro rata share of an aggregate distribution of New WRT Warrants equal to 1%
of the total New WRT Common Stock that would be issued pursuant to the Plan on
the Effective Date if all New WRT Warrants were exercised on the Effective Date.
The New WRT Warrants will be issued pro rata to each holder of an Allowed
Interest in Class E-1 based upon its respective number of shares of Preferred
Stock.
20.2 REJECTION BY CLASSES D-1, D-2, D-3, OR D-4: If Class D-1, D-2, D-3 or
D-4 rejects the Plan, the New WRT Warrants otherwise distributable to Class E-1
shall not be so distributed and holders of Allowed Interests in Class E-1 shall
receive no Distribution.
20.3 STATUS OF CLASS: Class E-1 is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from holders with Equity
Interests in such Class.
ARTICLE 21
PROVISIONS FOR TREATMENT OF ALLOWED SECURITIES LITIGATION
CLAIMS BASED UPON PREFERRED STOCK OWNERSHIP (CLASS E-2)
21.1 CONTINGENT DISTRIBUTION: If Classes D-1, D-2, D-3, D-4 and E-1 accept
the Plan, in full and final satisfaction of its Claim each holder of an Allowed
Claim in Class E-2 shall receive
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 33
its pro rata share of an aggregate distribution of New WRT Warrants equal to 1%
of the total New WRT Common Stock that would be issued pursuant to the Plan on
the Effective Date if all New WRT Warrants were exercised on the Effective Date.
21.2 REJECTION BY CLASSES D-1, D-2, D-3, D-4 OR E-1: If Class D-1, D-2,
D-3, D-4 or E-1 rejects the Plan, the New WRT Warrants otherwise distributable
to holders of Allowed Claims in Class E-2 shall not be so distributed and
holders of Allowed Claims in Class E-2 shall receive no distribution.
21.3 STATUS OF CLASS: Class E-2 is impaired. Therefore, votes for
acceptance or rejection of the Plan will be solicited from holders of Claims in
such Class.
ARTICLE 22
PROVISIONS FOR TREATMENT OF INTERESTS OF HOLDERS
OF COMMON STOCK AND ALLOWED SECURITIES LITIGATION
CLAIMS BASED UPON COMMON STOCK OWNERSHIP (CLASS E-3)
22.1 CONTINGENT DISTRIBUTION: If Classes D-1, D-2, D-3, D-4, E-1 and E-2
accept the Plan, in full and final satisfaction of their Claims and Interests,
each holder of an Allowed Claim or Allowed Interest in Class E-3 as of the
Distribution Record Date shall receive its pro rata share of an aggregate
distribution of New WRT Warrants equal to 1% of the total New WRT Stock that
would be issued pursuant to the Plan on the Effective Date if all New WRT
Warrants were exercised on the Effective Date. The New WRT Warrants will be
issued pro rata to each holder of an Allowed Claim or Allowed Interest in Class
E-3 based upon its respective number of shares of Common Stock or, in the case
of Claims, the number of shares of Common Stock upon which the holder's
Securities Litigation Claim is premised.
22.2 REJECTION BY CLASSES D-1, D-2, D-3, D-4, E-1 OR E-2: If Class D-1,
D-2, D-3, D-4, E-1 or E-2 rejects the Plan, the New WRT Warrants otherwise
distributable to Class E-3 shall not be so distributed, and holders of Allowed
Claims and Allowed Interests in Class E-3 shall receive no Distribution.
22.3 STATUS OF CLASS: Class E-3 is impaired. Therefore, votes for
acceptance or rejection of the Plan from holders of Claims and Equity Interests
in such Class will be solicited.
ARTICLE 23
PROVISIONS FOR TREATMENT OF
INTERESTS OF HOLDERS OF WRT WARRANTS (CLASS E-4)
23.1 NO DISTRIBUTION: Holders of WRT Warrants shall receive no
Distribution under the Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 34
23.2 STATUS OF CLASS: Class E-4 is impaired. Because holders of Equity
Interests in Class E-4 are deemed to have rejected the Plan by virtue of Section
1126(g) of the Bankruptcy Code, their votes for acceptance or rejection of the
Plan will not be solicited.
ARTICLE 24
PROVISIONS FOR TREATMENT OF
INTERESTS OF HOLDERS OF WRT STOCK OPTIONS (CLASS E-5)
24.1 NO DISTRIBUTION: Holders of WRT Stock Options shall receive no
Distribution under the Plan.
24.2 STATUS OF CLASS: Class E-5 is impaired. Because holders of Equity
Interests in Class E-5 Interest Holders are deemed to have rejected the Plan by
virtue of Section 1126(g) of the Bankruptcy Code, their votes for acceptance or
rejection of the Plan will not be solicited.
ARTICLE 25
IDENTIFICATION OF CLAIMS AND
INTERESTS NOT IMPAIRED BY THE PLAN
25.1 UNIMPAIRED CLASSES: Classes A-1, B-1, B-3, and B-5 are not impaired
under the Plan and, therefore, votes for the Plan by the holders of Claims in
such Classes will not be solicited due to the presumed acceptance of the Plan by
such holders pursuant to Section 1126(f) of the Bankruptcy Code, unless
otherwise indicated in this Plan.
25.2 IMPAIRED CLASSES ENTITLED TO VOTE ON PLAN: Classes B-2, B-4, B-6, C-1
through C-16, D-1, D-2, D-3, D-4, E-1, E-2, E-3, E-4 and E-5 are impaired and
holders of Claims or Equity Interests in such Classes are, therefore, entitled
to vote for acceptance or rejection of the Plan, and their votes will be
solicited, with the exception of Classes E-4 and E-5, unless otherwise indicated
in this Plan.
25.3 DEEMED REJECTIONS BY HOLDERS OF EQUITY INTERESTS: Notwithstanding
votes which are actually cast by holders of Equity Interests and Claims within
Classes D-4, E-1, E-2 and E-3, if Class D-1, D-2 or D-3 rejects the Plan, then
Classes D-4, E-1, E-2 and E-3 shall be deemed to have rejected the Plan in
accordance with Section 1126(g) of the Bankruptcy Code. Similarly, (a) if Class
D-4 rejects the Plan, then Classes E-1 through E-3 shall be deemed to have
rejected the Plan; (b) if Class E-1 rejects the Plan, then Classes E-2 and E-3
shall be deemed to have rejected the Plan; and (c) if Class E-2 rejects the
Plan, then Class E-3 shall be deemed to have rejected the Plan. Classes E-4 and
E-5 are deemed to have rejected the Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 35
ARTICLE 26
ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE OR MORE CLASSES OF IMPAIRED CLAIMS
26.1 ACCEPTANCE OF PLAN BY CLASS OF CREDITORS: A Class of Creditors shall
have accepted the Plan if the Plan is accepted by holders of Claims of at least
2/3 in amount and more than 1/2 in number in such Class.
26.2 ACCEPTANCE OF PLAN BY CLASS OF EQUITY INTERESTS: A Class of Equity
Interests shall have accepted the Plan if the Plan is accepted by holders of
Equity Interests of at least 2/3 in amount.
26.3 CRAMDOWN: In the event that one or more Classes of Creditors or
Equity Interests rejects the Plan, as long as at least one impaired Class of
Creditors votes to accept the Plan (disregarding the votes of insiders), the
Debtor shall request the Bankruptcy Court to confirm the Plan in accordance with
Section 1129(b) of the Bankruptcy Code.
ARTICLE 27
DISTRIBUTIONS UNDER THE PLAN
27.1 DELIVERY OF DISTRIBUTIONS TO DISBURSING AGENT: On the Effective Date,
New WRT shall (a) issue shares of New WRT Common Stock in a number sufficient to
make all Distributions under the Plan constituting New WRT Common Stock and (b)
issue New WRT Warrants and (c) deliver to the Disbursing Agent such New WRT
Common Stock, such New WRT Warrants and an amount of Cash sufficient to make all
Distributions constituting Cash required under this Plan, in each case for
distribution to the holders of Allowed Claims and Allowed Interests in
accordance with the terms of this Plan.
27.2 INITIAL DISTRIBUTIONS: All Distributions under this Plan shall be
made to (or in the case of Disputed Claims, reserved on behalf of) holders of
Claims and Equity Interests determined as of the Distribution Record Date. On
the Effective Date, or as soon thereafter as is reasonably practicable, but in
no event more than ten (10) Business Days after the Effective Date, the
Disbursing Agent shall make all Distributions and payments required under this
Plan, and shall deposit the Reserve Amounts in the Disputed Claims Reserve
Accounts to the extent required by this Plan or the Bankruptcy Court in respect
of Disputed Claims. The Disbursing Agent shall distribute to each holder of an
Allowed Claim in Class D-3 determined as of the Distribution Record Date the
number of shares of New WRT Common Stock equal to the sum of (a) such holder's
Interim Pro Rata Share of ten million shares of New WRT Common Stock plus (b)
the shares of New WRT Subscription Common Stock, if any, purchased by such
holder pursuant to the Rights Offering.
27.3 INTERIM AND FINAL DISTRIBUTIONS TO CLASS D-3: The Disbursing Agent
may, from time to time, make additional distributions to holders of Allowed
Claims in Class D-3, by
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 36
distributing to each such holder shares of New WRT Common Stock equal to the
recalculation, at the time, of such holder's Interim Pro Rata Share of ten
million shares of New WRT Common Stock less the number of shares of New WRT
Common Stock previously received by such holder (excluding any shares of New WRT
Subscription Common Stock purchased pursuant to the Rights Offering). The
Disbursing Agent shall make such interim distributions until such time as all
Disputed Claims within or potentially within Class D-3 have been allowed or
disallowed by Final Order. As soon as practicable, but in any event with ten
(10) Business Days after the first date on which all Disputed Claims within or
potentially within Class D-3 have been allowed or disallowed by Final Order, the
Disbursing Agent shall make a final distribution to holders of Allowed Claims in
Class D-3, by distributing the each such holder such holder's Pro Rata Share of
ten million shares of New WRT Common Stock less the number of shares of New WRT
Common Stock previously received by such holder (excluding any shares of New WRT
Subscription Common Stock purchased pursuant to the Rights Offering).
27.4 DELIVERY OF DISTRIBUTIONS BY DISBURSING AGENT: Subject to Bankruptcy
Rule 9010, distributions to holders of Allowed Claims or Allowed Interests shall
be made at the address of each such holder as set forth in the proofs of Claim
or proofs of Equity Interest filed by such holders (or at the last known address
of such a holder if no proof of Claim or proof of Equity Interest is filed or if
the Debtor has been notified in writing of a change of address) or, in the case
of holders of Claims based upon the Senior Notes, may be made at the addresses
contained in the records of the Indenture Trustee. If any holder's Distribution
is returned as undeliverable, no further distribution to such holder shall be
made unless and until New WRT, the Disbursing Agent or the Indenture Trustee is
notified of such holder's then current address, at which time all undelivered
Distributions shall be made to such holder without interest.
27.5 RESERVES FOR DISPUTED CLAIMS:
(a) AMOUNT OF RESERVES: Except to the extent that the Bankruptcy Court
shall determine that a lesser amount is adequate, the Disbursing
Agent shall deposit in segregated interest bearing (in the case of
deposits of Cash) escrow accounts for each Class or category of
Claims in which there are Disputed Claims (the "Disputed Claims
Reserve Accounts") Cash or shares of New WRT Common Stock equal to
the Distributions that would have been made to the holders of
Disputed Claims in such Class or category if such Claims were
allowed in the Adjusted Amount. The Disbursing Agent shall also
maintain in the Disputed Claims Reserve Account shares of Disputed
New WRT Subscription Common Stock purchased by the holder of a
Disputed Claim on account of such Disputed Claim in accordance with
Article 29.6 of this Plan.
(b) HELD IN TRUST: All earnings on funds deposited in the Disputed
Claims Reserve Account, and all dividends or distributions on
account of shares of New WRT Common Stock held in the Disputed
Claims Reserve Account,
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 37
shall be held in trust in the Disputed Claims Reserve Account and
shall be distributed only in the manner described in this Plan.
(c) RELEASE OF RESERVES FROM DISPUTED CLAIMS RESERVE ACCOUNTS: At such
time as all or any portion of a Disputed Claim becomes an Allowed
Claim, the Distributions reserved for such Disputed Claim or portion
(including any interest thereon or dividends received with respect
thereto) shall be released from the appropriate Disputed Claims
Reserve Account and paid or distributed by the Disbursing Agent to
the holder of such Allowed Claim, net of any taxes or other
applicable charges required to be paid by the Disbursing Agent in
respect thereof. At such time as all or any portion of a Disputed
Claim is determined not to be an Allowed Claim, the Distributions
reserved for such Disputed Claim or portion (including any interest
thereon or dividends received with respect thereto) shall be (i) in
the case of Cash, released from the appropriate Disputed Claims
Reserve Account and paid to New WRT, (ii) in the case of New WRT
Common Stock other than Disputed New WRT Subscription Common Stock,
released from the appropriate Disputed Claims Reserve Account and
distributed in accordance with Article 27.3 of this Plan, and (iii)
in the case of Disputed New WRT Subscription Common Stock, purchased
by DLBW and the proceeds distributed to the holder of such Disputed
Claim or portion in accordance with Article 29.6(c) of this Plan, in
each case net of any taxes or other applicable charges required to
be paid by the Disbursing Agent in respect thereof.
27.6 UNCLAIMED DISTRIBUTIONS:
(a) SAFEGUARDING OF UNCLAIMED DISTRIBUTIONS: For a period of six (6)
months following the Effective Date, Distributions, including any
interest as may have been earned thereon and dividends as may have
been received with respect thereto, as have not been claimed shall
be held by the Disbursing Agent in the Disputed Claims Reserve
Accounts, solely for the benefit of the holders of Allowed Claims
and Allowed Administrative Claims that have failed to claim such
Distributions and shall be released from the Disputed Claims Reserve
Accounts and delivered to such holder, net of any taxes or other
applicable charges required to be paid by the Disbursing Agent in
respect thereof, upon presentation of proper proof by such holder of
its entitlement thereto.
(b) RELEASE OF UNCLAIMED DISTRIBUTIONS: On the date on which all or any
portion of any Distribution becomes an Unclaimed Distribution
(including interest thereon and dividends with respect thereto),
such Unclaimed Distribution shall be released by the Disbursing
Agent from the appropriate Disputed Claims Reserve Account and paid
or transferred to New WRT, which shall
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 38
thereupon cancel all New WRT Common Stock contained in any such
Unclaimed Distribution.
27.7 FORM OF DISTRIBUTIONS: Any Cash payment to be made pursuant to the
Plan may be made by a check or wire transfer or as otherwise required by an
order of the Bankruptcy Court.
27.8 ROUNDING: Whenever a payment of a fraction of a cent would otherwise
be called for, the actual payment shall reflect a rounding of such fraction down
to the nearest whole cent.
27.9 FRACTIONAL SHARES: Fractional shares of New WRT Common Stock and
fractional New WRT Warrants shall not be issued or distributed. Whenever the
issuance or distribution of a fractional share of New WRT Common Stock or New
WRT Warrant would otherwise be called for, the actual Distribution of shares of
New WRT Common Stock or New WRT Warrants shall reflect a rounding down to the
nearest whole share or warrant.
27.10 DISPUTED PAYMENT: In the event that any dispute arises as to the
right of a holder of an Allowed Claim to receive any Distribution to be made
under this Plan, the Disbursing Agent may, in lieu of making such Distribution
to such holder, make such Distribution into an escrow account or hold such
Distribution until the disposition thereof shall be determined by the Bankruptcy
Court or by written agreement among the interested parties to such dispute.
27.11 CONDITIONS TO DISTRIBUTIONS: As a condition to receiving
distributions provided for in the Plan in respect of Claims based upon the
ownership of Senior Notes or in respect of Equity Interests, the holder thereof
must surrender such security to New WRT, the Indenture Trustee (in the case of
Senior Notes) or the Stock Transfer Agent (in the case of Equity interests). In
the case of securities delivered to the Indenture Trustee or Stock Transfer
Agent, the delivered securities shall be marked canceled and promptly delivered
to New WRT. Whether or not actually surrendered or delivered to New WRT, on the
Effective Date all outstanding certificates, notes, debentures, stock, warrants
and other instruments shall be canceled on the books of the Debtor and become
settled and compromised solely as provided in this Plan.
27.12 DE MINIMUS DISTRIBUTIONS: No Distribution of less than five dollars
($5) or fewer than five (5) shares of New WRT Common Stock or New WRT Warrants
shall be made to any holder of an Allowed Claim or Allowed Interest. Such
undistributed amount shall be retained by New WRT and such undistributed shares
of New WRT Common Stock and New WRT Warrants shall be canceled.
ARTICLE 28
ROYALTY PROVISIONS
28.1 TREATMENT OF POST-PETITION ROYALTY CLAIMS: All Allowed Claims for
unpaid Royalties which are determined to have become payable on or after the
Petition Date shall constitute Allowed Administrative Claims and shall be paid
in accordance with Article 3.1 of the Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 39
28.2 TREATMENT OF PRE-PETITION ROYALTY CLAIMS: All Allowed Claims for
unpaid Royalties which are determined to have become payable prior to the
Petition Date shall constitute Allowed Unsecured Claims and the holders of such
Claims shall receive Distributions in accordance with Article 16 or Article 18
of the Plan, as the case may be.
ARTICLE 29
THE RIGHTS OFFERING
29.1 ISSUANCE OF STOCK: On the Effective Date of the Plan, New WRT shall
issue three million (3,000,000) shares of New WRT Common Stock (the "New WRT
Subscription Common Stock") for use in the Rights Offering.
29.2 DISTRIBUTION OF NEW WRT SUBSCRIPTION RIGHTS: Each holder of an
Allowed Claim in Class D-3 or a Disputed Claim within or potentially within
Class D-3 on the Subscription Rights Record Date shall be entitled to receive
New WRT Subscription Rights entitling each such holder to purchase its Interim
Pro Rata Share of the New WRT Subscription Common Stock. The Debtor shall
distribute to each such holder a Subscription Rights Election Form with respect
to the New WRT Subscription Rights to which such holder is entitled together
with the Ballot.
29.3 EXERCISE OF NEW WRT SUBSCRIPTION RIGHTS: In order to exercise the New
WRT Subscription Rights effectively, each Claimant that receives New WRT
Subscription Rights must (i) return a duly completed Subscription Rights
Election Form to the Disbursing Agent so that it is received by the Disbursing
Agent on or before the Subscription Rights Election Deadline and (ii) pay to the
Disbursing Agent on or before the Subscription Rights Election Deadline,
immediately available funds in an amount equal to such holder's Subscription
Purchase Price, such payment to be made either by wire transfer to the
Subscription Rights Reserve Account in accordance with the wire instructions set
forth on the Subscription Rights Election Form or by bank or cashier's check
delivered to the Disbursing Agent along with the Subscription Rights Election
Form. If, on or prior to the Subscription Rights Election Deadline, the
Disbursing Agent for any reason does not receive from a given Claimant both a
duly completed Subscription Rights Election Form and immediately available funds
in an amount equal to such Claimant's Subscription Purchase Price such Claimant
shall be deemed to have not exercised its New WRT Subscription Rights and to
have relinquished and waived its right to participate in the Rights Offering.
29.4 DLBW BACKSTOP: Pursuant to the terms of the Commitment Agreement,
DLBW shall be deemed to have exercised all New WRT Subscription Rights that it
is entitled to receive pursuant to the terms of this Plan. In addition, pursuant
to the terms of the Commitment Agreement, DLBW shall be entitled to, and shall,
exercise all Unexercised Subscription Rights and shall purchase all New WRT
Subscription Common Stock related thereto at the Subscription Purchase Price for
such New WRT Subscription Common Stock. Pursuant to the terms of the Commitment
Agreement, DLBW shall pay to the Disbursing Agent on or before the Subscription
Rights Election Deadline, immediately available funds in an amount equal to the
Subscription Purchase Price for all
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 40
New WRT Subscription Common Stock to be purchased by DLBW pursuant to the terms
hereof and of the Commitment Agreement.
29.5 RELEASE FROM SUBSCRIPTION RIGHTS RESERVE ACCOUNT: On the Effective
Date, the Disbursing Agent shall release from the Subscription Rights Reserve
Account and pay to New WRT all funds received by the Disbursing Agent pursuant
to the exercise of New WRT Subscription Rights and the payment of the
Subscription Purchase Price by each Exercising Claimant, subject to the
provisions of Article 29.6(b) and (c) with respect to funds received pursuant to
the exercise of Disputed New WRT Subscription Rights. The Disbursing Agent
shall, pursuant to Article 27.2 of this Plan, distribute the New WRT
Subscription Common Stock (other than Disputed New WRT Subscription Common
Stock) purchased by each Exercising Claimant to such Exercising Claimant.
29.6 PROCEDURES WITH RESPECT TO DISPUTED CLAIMS:
(a) EXERCISE OF DISPUTED NEW WRT SUBSCRIPTION RIGHTS: Each holder of a
Disputed Claim potentially in Class D-3 on the Subscription Rights
Record Date shall be entitled to exercise its Disputed New WRT
Subscription Rights in accordance with Article 29.3 of this Plan.
Each such holder must comply with the terms of Article 29.3 or such
holder shall be deemed to have not exercised its Disputed New WRT
Subscription Rights and to have relinquished and waived its right to
participate in the Rights Offering.
(b) RETENTION OF DISPUTED NEW WRT SUBSCRIPTION COMMON STOCK; PAYMENT BY
DLBW:
(i) The Disbursing Agent, notwithstanding anything in Articles
27.2 and 29.5 to the contrary, shall not deliver the Disputed
New WRT Subscription Common Stock to the holders of
Exercised Disputed Claims and shall not deliver to New WRT
the Subscription Purchase Price paid on account of the
Disputed New WRT Subscription Common Stock (such
aggregate Subscription Purchase Price being the "Disputed
Subscription Purchase Price"), but shall instead deposit into
the Disputed Claims Reserve Accounts all Disputed New
WRT Subscription Common Stock and funds in the amount
of the Disputed Subscription Purchase Price. All dividends
or distributions on account of shares of Disputed New WRT
Subscription Common Stock held in the Disputed Claims
Reserve Account shall be held in trust in the Disputed Claims
Reserve Account and shall be distributed only in the manner
described in this Plan.
(ii) On the Effective Date, in accordance with the terms of the
Commitment Agreement, DLBW shall pay to New WRT an
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 41
amount of Cash equal to the Disputed Subscription Purchase
Price.
(c) RELEASE OF DISPUTED NEW WRT SUBSCRIPTION COMMON STOCK: At such time
as all or any portion of an Exercised Disputed Claim becomes an
Allowed Claim, (i) the Disputed New WRT Subscription Common Stock
purchased by the holder of such Exercised Disputed Claim on account
of such Exercised Disputed Claim or portion (including any dividends
received with respect thereto) shall be released from the
appropriate Disputed Claims Reserve Account and distributed by the
Disbursing Agent to the holder of such Allowed Claim, net of any
taxes or other applicable charges required to be paid by the
Disbursing Agent in respect thereof and (ii) that portion of the
Disputed Subscription Purchase Price equal to the Subscription
Purchase Price for the Disputed New WRT Subscription Common Stock so
released and distributed shall be released from the appropriate
Disputed Claims Reserve Account and paid by the Disbursing Agent to
DLBW. At such time as all or any portion of an Exercised Disputed
Claim is determined by Final Order not to be an Allowed Claim, (i)
the Disputed New WRT Subscription Common Stock (the "Repurchased New
WRT Subscription Common Stock") purchased by the holder of such
Exercised Disputed Claim on account of such Exercised Disputed Claim
or portion (including any dividends received with respect thereto)
shall be released from the appropriate Disputed Claims Reserve
Account and distributed by the Disbursing Agent to DLBW and (ii)
that portion of the Disputed Subscription Purchase Price equal to
the Subscription Purchase Price for such Repurchased New WRT
Subscription Common Stock shall be released from the appropriate
Disputed Claims Reserve Account and paid by the Disbursing Agent to
the holder of such Exercised Disputed Claim or portion.
29.7 CLASS D-3 REJECTION: If Class D-3 rejects the Plan, the Rights
Offering will not occur and the Disbursing Agent shall return all Subscription
Purchase Prices theretofore received. In such instance, in accordance with the
terms of the Commitment Agreement, DLBW shall purchase all of the New WRT
Subscription Common Stock at the Subscription Purchase Price therefor.
ARTICLE 30
EXECUTORY CONTRACTS AND
UNEXPIRED LEASES UNDER THE PLAN
30.1 REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES: All contracts
and leases constituting executory contracts or unexpired leases under the
provisions of Section 365 of the Bankruptcy Code which have not already been
assumed or rejected, not made the subject of a pending motion to assume or
reject, and which are not otherwise included in a list of executory contracts
and unexpired leases to be assumed, such listing to be filed with the Bankruptcy
Court and
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 42
served on the affected Person not less than twenty (20) days before the first
date set for the hearing on confirmation of the Plan, shall be deemed to have
been rejected by the Debtor as of the Confirmation Date in accordance with
Section 365 of the Bankruptcy Code. The list of executory contracts to be
assumed which is filed and served by the Debtor shall also specify the amount of
cash to be paid pursuant to Bankruptcy Code Section 365(b)(1)(A) and (B) (the
"Cure Payment"). The Confirmation Order will approve such assumptions and
rejections. Consent to the assumption, if required, of each executory contract
and unexpired lease set forth on the list and the adequacy of the Cure Payment
also set forth on the list shall be deemed to have been given, unless any Person
who is a party to such executory contract objects by filing with the Court a
written objection to the Plan and serving the same on the Debtor and Debtor's
Counsel not less than five (5) days prior to the first date set for the hearing
on confirmation of the Plan.
30.2 FILING OF CLAIMS FOR REJECTION DAMAGES: All Claims arising from the
rejection of executory contracts and unexpired leases under Section 365 of the
Bankruptcy Code must be evidenced by properly filed proofs of claims. Such
proofs of claims must be filed with the Clerk's Office of the Bankruptcy Court
within any applicable deadlines previously established by the Bankruptcy Court
or, if no previously established deadline is applicable, within fifteen (15)
days of the earlier of the Confirmation Date of the Plan or the date of the
entry of a Final Order authorizing rejection of the executory contract or
unexpired lease. Such proofs of claims must also be served on counsel for the
Debtor and counsel for DLBW. Failure to file a proof of claim on or before the
deadline established in this Article shall result in disallowance in full of the
Claim. Objections to Claims filed pursuant to this provision shall be governed
by the procedures set forth in Article 34 of the Plan. Unsecured Claims
resulting from the rejection of executory contracts shall be treated as Class
D-1 or Class D-3 Claims hereunder as appropriate.
ARTICLE 31
PROVISIONS FOR NEW WRT
31.1 CORPORATE GOVERNANCE: The New WRT Certificate of Incorporation and
the New WRT By-Laws shall be effective on the Effective Date. As soon as
practicable after the Effective Date New WRT shall file the New WRT Certificate
of Incorporation and the New WRT By-Laws with the Secretary of State of the
State of Delaware pursuant to the applicable provisions of Delaware Law.
31.2 NEW WRT COMMON STOCK: The provisions of New WRT Common Stock to be
issued pursuant to the Plan are as follows:
(a) AUTHORIZATION: The New WRT Certificate of Incorporation shall
authorize the issuance of fifty (50) million shares of New WRT
Common Stock. Of such authorized shares, nineteen (19) million
shares shall be issued on the Effective Date to make the
distributions contemplated by this Plan. Except as provided by this
Plan, no additional shares of New WRT Common Stock
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 43
may be issued other than as directed by the board of directors of
New WRT after the Effective Date.
(b) LISTING: New WRT shall use its best efforts to cause the New WRT
Common Stock to be listed on a national securities exchange or,
failing that, to be listed for quotation on the NASDAQ National
Market System.
(c) EMPLOYEE SHARES: On the Effective Date, New WRT shall reserve
300,000 authorized shares of New WRT Common Stock for issuance
pursuant to an employee stock option plan. The date of issuance of
such shares and the vesting period under, and other terms with
respect to, such employee stock option plan shall be determined by
the board of directors of New WRT after the Effective Date.
31.3 NEW WRT WARRANTS: The New WRT Warrants shall represent the right, in
the aggregate, to purchase shares of New WRT Common Stock in an aggregate amount
of not more than five percent (5%) of the total New WRT Common Stock that would
be issued on the Effective Date if all New WRT Warrants were exercised on the
Effective Date. The exercise price of $10.00 per share. Each New WRT Warrant may
be exercised at any time commencing after the Effective Date until the fifth
anniversary thereof unless the expiration thereof has been accelerated pursuant
to its terms.
31.4 DIRECTORS: As of the Effective Date, the board of directors for New
WRT shall consist of five (5) members for the first three (3) years following
the Effective Date. Three (3) such directors shall be selected by DLBW on or
before the Effective Date and the remaining two (2) directors shall be selected
by the Committee on or before the Effective Date. Within fifteen (15) days prior
to the Confirmation Date, DLBW and the Committee shall nominate the initial
directors and immediately notify New WRT and its attorneys of such selections.
In the event that any one or more nominations are not received by New WRT by
twenty (20) days from the Confirmation Date, then New WRT shall be authorized to
make such nominations, subject to the approval of DLBW and the Committee. The
tenure and manner of selection of directors of New WRT thereafter shall be
governed by Certificate of Incorporation and the New WRT By-Laws.
31.5 EXECUTION OF DOCUMENTS: On the Effective Date, New WRT shall execute
and enter into (a) the Administrative Services Agreement, (b) the Registration
Rights Agreement and (c) the New WRT Warrant Agreement.
ARTICLE 32
CONDITIONS PRECEDENT
32.1 CONDITIONS TO CONFIRMATION: The Plan may only be confirmed if:
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 44
(a) The Commitment Agreement shall be binding on the Debtor and DLBW and
shall not have been terminated in accordance with its terms;
(b) The Debtor shall have included the CAOA on its listing of executory
contracts and unexpired leases to be assumed, filed with the
Bankruptcy Court in accordance with Article 30.1 of this Plan on the
terms set forth in Article 33.13 of the Plan;
(c) The Bankruptcy Court shall have entered an order or orders, which
may be the Confirmation Order, permitting the Debtor to maintain in
the Disputed Claims Reserve Accounts an amount of Cash on account of
all Disputed Claims that shall not exceed $100,000; and
(d) The closing under the Purchase, Sale and Exchange Agreement with
respect to the WCBB Assets and the Claim of TEPI in Class C-14 shall
have occurred.
32.2 CONDITIONS TO EFFECTIVE DATE: The following shall be conditions
precedent to the effectiveness of the Plan:
(a) The Bankruptcy Court shall have made findings of fact and
conclusions of law as to confirmation of the Plan and entered a
Confirmation Order, in each case satisfactory to the Debtor and
DLBW;
(b) The Commitment Agreement shall be binding on the Debtor and DLBW and
shall not have been terminated in accordance with its terms;
(c) Each of the conditions set forth in Articles VIII and IX of the
Commitment Agreement has been satisfied;
(d) New WRT and INCC shall have agreed upon the terms of and executed
definitive documentation with respect to New ING Term Sheet; and
(e) The Louisiana State Mineral Board shall have executed a consent to
the transfer of the WCBB Assets to DLB and its designee pursuant to
the terms of the Purchase, Sale and Exchange Agreement.
32.3 WAIVER OF CONDITIONS: The conditions set forth in this Article 32 may
only be waived jointly by both the Debtor and DLBW.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 45
ARTICLE 33
MEANS FOR IMPLEMENTATION OF PLAN
33.1 COMMITMENT AGREEMENT: The Commitment Agreement shall be executed on
or before the conclusion of the hearing on the Disclosure Statement.
33.2 WRT TECHNOLOGY DISSOLUTION: On or before the Effective Date, WRT
Technology Corporation shall be dissolved.
33.3 THE DISBURSING AGENT:
(a) APPOINTMENT: On or prior to the Confirmation Date, the Bankruptcy
Court shall enter an order approving the Disbursing Agent Agreement
and appointing the Disbursing Agent, which shall serve from and
after the Effective Date until the completion of its
responsibilities or its resignation or discharge and the appointment
of a subsequent Disbursing Agent. From and after the Effective Date,
the Disbursing Agent and New WRT shall have the right to amend or
modify the Disbursing Agent Agreement without further order of the
Bankruptcy Court but subject to the Disbursing Agent's obligations
provided for in this Plan.
(b) POWERS: The rights, powers and duties of the Disbursing Agent shall
include the following:
(i) The investment of amounts held for distribution to creditors
or deposited in the Disputed Claims Reserve Accounts pursuant
to Section 345 of the Bankruptcy Code;
(ii) The making of all Distributions and the making of all other
payments required under this Plan;
(iii) The maintenance and oversight of the Disputed Claims
Reserve Accounts;
(iv) The maintenance of Unclaimed Distributions and the transfer
to New WRT of any Unclaimed Distributions;
(v) Making annual and other periodic reports regarding the
making of Distributions; and
(vi) Any and all other actions necessary or appropriate to
implement or consummate this Plan.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 46
(c) STOCK POWERS: The Disbursing Agent shall not be entitled to vote or
exercise any other right of ownership with respect to any shares of
New WRT Common Stock held in the Disputed Claims Reserve Accounts.
(d) COMPENSATION: The Disbursing Agent shall be compensated by New WRT
pursuant to the Disbursing Agent Agreement.
(e) APPOINTMENT OF SUCCESSOR: In the event of the death, resignation or
discharge of the Disbursing Agent, New WRT shall appoint a successor
to the Disbursing Agent. Any such successor to the Disbursing Agent
shall be bound by the provisions of the Plan, the Disbursing Agent
Agreement and the order appointing the Disbursing Agent.
(f) TERMINATION OF DISBURSING AGENT: After the Effective Date and upon
the final resolution of all Disputed Claims, the release from the
Disputed Claims Reserve Accounts of all Distributions including all
Unclaimed Distributions, if any, the Disbursing Agent shall so
inform New WRT and shall be relieved of further responsibilities
under this Plan.
33.4 CANCELLATION OF SECURITIES AND ISSUANCE OF NEW WRT COMMON STOCK AND
NEW WRT WARRANTS: On the Effective Date, all existing Common Stock and Preferred
Stock of WRT, and all options, warrants, or other rights to acquire such stock,
shall be canceled, annulled and extinguished, and new certificates representing
shares of New WRT Common Stock and new certificates representing ownership of
New WRT Warrants will be issued in accordance with the Plan.
33.5 CANCELLATION OF INDENTURE: The Indenture Agreement between WRT and
the Indenture Trustee shall be deemed canceled pursuant to Section 1123(a)(5)(F)
of the Bankruptcy Code as of the Effective Date, provided, however, that the
Indenture Trustee thereunder shall be responsible for the distribution of New
WRT Common Stock to the Creditors for whom they act and shall be permitted to
assert their liens for their fees against such distributions as allowed by the
Indenture and applicable law.
33.6 CANCELLATION OF WARRANT AGREEMENT: The Warrant Agreement between WRT
and the Warrant Agent shall be deemed canceled pursuant to Section 1123(a)(5)(F)
of the Bankruptcy Code as of the Effective Date, provided, however, that the
Warrant Agent thereunder shall be responsible for the distribution of New WRT
Warrants to the warrant holders for whom they act, if applicable.
33.7 EXECUTION OF NEW NOTES AND INSTRUMENTS: On or before the Effective
Date, New WRT shall execute and deliver such instruments, trust agreements, and
other documents as are necessary to evidence its obligations to all Classes of
Creditors under the Plan.
33.8 COMMITTEE: The Committee shall be dissolved as of the Effective Date.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 47
33.9 PRESERVATION OF ACTIONS: Except as otherwise provided in this Plan,
the Confirmation Order or in any contract, instrument, release or other
agreement entered into in connection with this Plan, the Debtor shall retain and
may enforce or prosecute all Causes of Action.
33.10 DISCHARGE OF INDENTURE TRUSTEE: Subsequent to the performance by the
Indenture Trustee or its agents of its obligations required under the provisions
of the Plan and the Confirmation Order and under the terms of the Indenture
Agreement, the Indenture Trustee and its agents, successors and assigns shall be
discharged of all of its obligations under the Indenture Agreement and released
from all claims and causes of action arising in the Chapter 11 Case and, as of
the Effective Date, the Indenture Agreement shall be deemed terminated, except
that such termination shall not impair the rights of holders of Claims based
upon the Senior Notes to receive Distributions in respect of such Claims.
33.11 NEW ING LOAN AGREEMENT: On the Effective Date, New WRT will execute
definitive documentation containing the terms set forth in the New ING Term
Sheet and shall borrow $15,000,000 in accordance with the terms thereof.
33.12 EXAMINER: The Examiner shall be dismissed as of, and shall have no
authority or duties on and after, the Effective Date.
33.13 ASSUMPTION OF CAOA: As of the Effective Date, the Debtor will assume
the CAOA pursuant to Section 365 of the Bankruptcy Code. The Debtor shall cure
existing defaults under the CAOA by virtue of the payments to the holders of
Claims in Class C-14 pursuant to Article 14 of this Plan, and shall make
adequate assurance of future performance under the CAOA in accordance with the
terms of the Commitment Agreement and the Transfer and Exchange Agreement. New
WRT shall be the operator of the Shallow Contract Area under the CAOA.
33.14 TRANSFER AND EXCHANGE OF WCBB ASSETS: In accordance with the terms
and subject to the conditions of the Transfer and Exchange Agreement and the
Commitment Agreement, on the Effective Date (a) DLB shall transfer the WCBB
Assets to New WRT, (b) New WRT shall (i) deliver to DLB (x) 5 million shares of
New WRT Common Stock, and (y) the number of shares of New WRT Common Stock
obtained by dividing the net amount of capital expenditures incurred by DLB as
of the Effective Date as owner of the WCBB Assets and/or operator of the Shallow
Contract Area, to the extent not disapproved by the Bankruptcy Court, by a
purchase price of $3.50 per share, (ii) transfer to DLB the Buyer's Leasehold
and Facilities and (iii) assume the Assumed Obligations, and (c) New WRT shall
become the operator of the WCBB Assets pursuant to the CAOA.
ARTICLE 34
PROCEDURES FOR RESOLVING
DISPUTED CLAIMS UNDER THE PLAN
34.1 BAR DATE FOR OBJECTIONS TO CLAIMS: Except as otherwise set forth in
the Plan, objections to Claims shall be made and filed by New WRT and/or any
other party in interest and
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 48
shall be served upon the holders of such Claims, if any, to which objections are
made and filed with the Bankruptcy Court as soon as practicable. Objections
shall be filed on or prior to the Claims Objection Deadline.
34.2 PROSECUTION OF OBJECTIONS TO CLAIMS: New WRT shall use its best
efforts to object to, compromise and/or settle all Claims at amounts accurately
reflecting the amount of each respective Creditor's allowable Claim, subject to
reasonable litigation expense limits. New WRT shall litigate to judgment,
settlement or withdrawal all objections that it may file. Any other party filing
an objection shall be responsible for prosecuting to judgment, settlement or
withdrawal its objections. New WRT shall be permitted to settle any Disputed
Claims as to which objections are not timely filed by parties in interest other
than New WRT without further notice or Court approval. Any stipulations
regarding a Claim filed by a Claimant and New WRT shall be deemed an amendment
to any previously filed proof of claim and shall be deemed an amendment by the
Debtor to its Schedules, and any modifications or supplements thereto. Any
proposed settlement of an objection filed by a party in interest other than New
WRT shall be consented to by New WRT in writing or shall be approved by the
Court before becoming effective.
ARTICLE 35
DISCHARGE OF DEBTOR; INJUNCTION; VESTING OF ASSETS
35.1 DISCHARGE OF DEBTOR: Except as otherwise provided in this Plan or in
the Confirmation Order, entry of the Confirmation Order acts as a discharge
effective as of the Effective Date of any and all Claims against and Equity
Interests in the Debtor or any of its assets or properties, including any rights
to set-off or recoupment, that arose at any time before the entry of the
Confirmation Order. In addition, pursuant to the Confirmation Order the
substantial consummation of the Plan on the Effective Date acts as a discharge
effective as of the Effective Date of all Claims and Equity Interests of any
holder of a Claim against or Equity Interest in the Debtor that is classified
under this Plan of any direct or indirect right or Claim such Person had or may
have had against the Debtor. The discharge of the Debtor shall be effective as
to each Claim or Interest except as otherwise expressly provided for in the
Confirmation Order, regardless of whether a proof of Claim or Equity Interest
therefore was filed, whether the Claim or Equity Interest is a Disputed Claim or
Equity Interest or an Allowed Claim, Allowed Interest or Allowed Administrative
Claim, or whether the holder thereof votes to accept or reject the Plan.
35.2 INJUNCTION: Except as provided in the Plan or Confirmation Order, on
and as of the Confirmation Date all entities that have transferred by sale or
otherwise, currently hold or may come to 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 canceled 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: (a)
asserting commencing or continuing in any manner any action or other proceeding
against New WRT or its property; (b) enforcing, attaching, collecting or
recovering in any manner any judgment, award, decree or order against New WRT or
its property; (c) creating, perfecting or enforcing any lien or encumbrance
against New WRT or its property; (d)
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 49
asserting a setoff, right of subrogation or recoupment right of any kind against
any debt, liability or obligation due to New WRT or in connection with its
property; and (e) commencing or continuing any action, in any manner, in any
place that does not comply with or is inconsistent with the provisions of the
Plan.
35.3 VESTING OF ASSETS: Except as otherwise provided by the Plan, on the
Confirmation Date of the Plan, all of the Assets of the Debtor's Estate,
including, but not limited to, all rights and Causes of Action, whether
identified or not in the Disclosure Statement, shall vest in New WRT in
accordance with ss. 1141 of the Bankruptcy Code, free and clear of all Liens,
Claims and Encumbrances of any kind or nature, and the Confirmation Order shall
constitute a judicial determination of discharge of the Debtor's liabilities,
except as provided in the Plan.
35.4 RELEASE OF OFFICERS AND DIRECTORS: On the Effective Date current
officers and directors of the Debtor shall be released of any and all Claims and
Causes of Action arising from or relating to their employment by the Debtor,
excluding actions based on gross negligence or willful misconduct.
ARTICLE 36
MODIFICATIONS AND INTERPRETATION
OF THE PLAN; GENERAL PROVISIONS
36.1 MODIFICATION: This Plan may be altered, amended or modified by the
Debtor and DLBW jointly in the manner provided for by ss. 1127 of the Bankruptcy
Code or as otherwise permitted by law.
36.2 HEADINGS: The headings used in this Plan are inserted for convenience
only and neither constitute a portion of this Plan nor in any manner affect the
provisions or interpretations of this Plan.
36.3 SEVERABILITY: Should the Bankruptcy Court determine that any
provision in this Plan be determined to be unenforceable, either on its face or
as applied to any Claim or Equity Interest or transaction, the Debtor and DLBW
jointly may modify this Plan in accordance with Article 36.1 of this Plan so
that such provision shall not be applicable to the holder of any Claim or Equity
interest. Such determination shall in no way limit or affect the enforceability
and operative effect of any other provision within this Plan.
36.4 SUCCESSORS AND ASSIGNS; TRANSFERABILITY: The rights and obligations
of any Person named or referred to in this Plan shall inure to the benefit of,
and shall be binding upon, as the case may be, the successors and assigns of
such Person.
36.5 GOVERNING LAW: Except to the extent that the Bankruptcy Code or
Bankruptcy Rules are applicable, the rights, obligations and provisions of this
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of Texas without giving effect to the conflicts of laws
principles thereof.
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 50
36.6 REVOCATION: The Debtor and DLBW, acting jointly, reserve the right to
revoke and withdraw this Plan prior to the Effective Date. If the Debtor and
DLBW revoke or withdraw this Plan or if the Effective Date does not occur, then
this Plan shall be deemed null and void and in such event nothing herein shall
be deemed to constitute a waiver or release of any Claims by or against the
Debtors or any other Person or to prejudice in any manner the rights of the
Debtor or any Persons in any further proceeding involving the Debtor.
36.7 COMPLIANCE WITH TAX REQUIREMENTS: In connection with the Plan, the
Disbursing Agent shall comply with all withholding and reporting requirements
imposed by federal, state, local and foreign taxing authorities and all
distributions hereunder shall be subject to such withholding and reporting
requirements.
36.8 COMPLIANCE WITH APPLICABLE LAWS: If notified by any governmental
authority that it is in violation of any applicable law, rule, regulation or
order of such governmental authority relating to its business, New WRT shall
comply with such law, rule, regulation or order; provided, however, that nothing
contained herein shall require such compliance by New WRT where the legality or
applicability of such law, rule, regulation or order is being contested in good
faith in appropriate proceedings by New WRT and, if appropriate, for which an
adequate reserve has been set aside on the books of New WRT.
36.9 BUSINESS DAYS: In the event that any payment or distribution to be
made hereunder would otherwise be required to be made on a day that is not a
Business Day, such payment or distribution shall instead be made on the next
succeeding Business Day.
36.10 PAYMENT OF STATUTORY FEES: All fees payable pursuant to 28 U.S.C.
ss. 1930, as determined by the Bankruptcy Court at the Confirmation hearing,
shall be paid on or before the Effective Date.
36.11 CONFLICT: In the event that there is any conflict or inconsistency
between this plan, the Commitment Agreement, the New WRT Subscription Rights
Agreement and/or the Disclosure Statement, the terms and provisions of this Plan
shall govern.
36.12 NOTICES: Except as otherwise specified in the Plan, all notices and
requests hereunder shall be given by any written means, including, but not
limited to, telex, telecopy, telegram, first class mail, express mail or similar
overnight delivery service and hand-delivered letter; and any such notice or
request shall be deemed to have been given when received. Notices shall be given
as follows:
TO DEBTOR:
WRT Energy Corporation
ATTENTION: Mr. Raymond P. Landry
5718 Westheimer, Suite 1201
Houston, Texas 77057
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 51
--- AND ---
DLB Oil & Gas, Inc.
Attention: Mr. Mark Liddell
1601 N. W. Expressway, Suite 700
Oklahoma City, Oklahoma 73118-1101
WITH COPIES TO:
Sheinfeld, Maley & Kay, P.C.
ATTENTION: Joel P. Kay, Esq.
1001 Fannin Street, Suite 3700
Houston, Texas 77002-6797
---AND---
Schulte Roth & Zabel LLP
ATTENTION: Jeffrey S. Sabin, Esq
900 Third Avenue
New York, New York 10022
36.13 COMPUTATION OF TIME: In computing any time prescribed by this Plan,
the day of the act, event or default from which the designated period of time
begins to run shall not be included. The last day of the period so computed
shall be included, unless it is a Saturday, a Sunday, or a "legal holiday" as
defined in Bankruptcy Rule 9006(a), in which event the period runs until the end
of the next day which is not one of the aforementioned days.
ARTICLE 37
PROVISIONS FOR RETENTION OF JURISDICTION BY THE
BANKRUPTCY COURT FOR SUPERVISION OF CONSUMMATION
The Bankruptcy Court shall retain jurisdiction over all matters arising
under, or arising in, or relating to the Chapter 11 Case or this Plan to the
fullest extent permitted by 28 U.S.C. ss. 1334 to hear, and by 28 U.S.C. ss. 157
to determine, all proceedings in respect thereof, including, but not limited to,
proceedings for supervision of the Plan. Specifically, but without limitation,
and if applicable law provides, the Bankruptcy Court shall have jurisdiction:
(a) to hear and determine any and all objections or other matters
relating to the allowance of Claims including, without limitation,
Administrative Claims;
(b) to hear and determine any and all applications for allowance and
payment of fees and expenses made by attorneys and other
professionals pursuant to Sections 330 or 503 of the Bankruptcy
Code, or for payment of any other fees
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 52
or expenses authorized to be paid or reimbursed by the Debtor
pursuant to provisions within the Bankruptcy Code, and any
objections thereto;
(c) to hear and determine any and all pending applications for
rejection, assumption or assumption and assignment, as the case may
be, of unexpired leases and executory contracts to which the Debtor
is a party or with respect to which it may be liable, any and all
Claims arising therefrom; and any other issue that may arise under
Section 365 of the Bankruptcy Code.
(d) to hear and determine any and all motions, applications, adversary
proceedings and contested or litigated matters regarding Claims or
interest, accrued prior to the Confirmation Date, as to assets
revested pursuant to ss. 1141 of the Bankruptcy Code;
(e) to consider and approve modifications of or amendments to the Plan;
(f) to hear and determine disputes regarding the implementation or
consummation of the Plan;
(g) to hear and determine all controversies, disputes, settlements, and
suits which may arise in connection with the interpretation or
enforcement of this Plan, or in connection with the enforcement of
remedies under this Plan;
(h) to hear and determine during the period in which the Chapter 11 Case
remains open all controversies, disputes and issues relating to the
discharge of the Debtor;
(i) to consider and approve compromises, settlements and adjudications
of any objections to Claims;
(j) to estimate disputed, contingent and unliquidated Claims for
purposes of distribution under the Plan;
(k) to correct any defect, cure any omission or reconcile any
inconsistency in the Plan;
(l) to resolve any issues or disputes relating to the revesting of
title, sale, or liquidation of Assets in accordance with provisions
within the Plan;
(m) to enter a final decree closing the Chapter 11 Case;
(n) to hear and determine matters concerning state, local and federal
taxes in accordance with Sections 346, 505 and 1146 of the
Bankruptcy Code;
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 53
(o) to hear and determine all adversary proceedings filed before or
after the Confirmation Date seeking relief under Sections 542, 543,
544, 547, 548, 549 or 550 of the Bankruptcy Code;
(p) to hear and determine any other matter not inconsistent with the
Bankruptcy Code and title 28 of the United States Code that may
arise in connection with or related to this Plan; and
(q) to hear and determine such other matters as may arise in connection
with the Plan or the Confirmation Order.
DATED: January 20, 1997
WRT ENERGY CORPORATION,
DEBTOR AND DEBTOR IN POSSESSION
By: /s/ RAYMOND P. LANDRY
RAYMOND P. LANDRY
Chief Executive Officer and
Chairman of Board of Directors
Joel P. Kay, Esq.
Edward Lee Morris, Esq.
SHEINFELD, MALEY & KAY, P.C.
1001 Fannin Street, Suite 3700
Houston, Texas 77002-6796
ATTORNEYS FOR WRT ENERGY
CORPORATION
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 54
DLB OIL & GAS, INC.
CO-PROPONENT
By: /s/ MARK LIDDELL
MARK LIDDELL
President
WEXFORD MANAGEMENT LLC
CO-PROPONENT
By: /s/ CHARLES E. DAVEDSON
CHARLES E. DAVIDSON
Chairman of Board of Directors
Jeffrey S. Sabin, Esq.
Mark A. Broude, Esq.
SCHULTE ROTH & ZABEL LLP
900 Third Avenue
New York, New York 10022
ATTORNEYS FOR DLB OIL & GAS, INC.
AND WEXFORD MANAGEMENT LLC
DEBTOR'S AND DLBW'S FIRST AMENDED PLAN OF REORGANIZATION PAGE 55
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