SITE HISTORY - Laserfiche WebLink

Home Browse Search

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN A. Continued Corporate Existence The Reorganized Debtors shall continue to exist as separate corporate entities, in accordance with the applicable law in the respective jurisdictions in which they are incorporated, under their respective certificates of incorporation and by-laws in effect before the Effective Date,except as their certificates of incorporation and by-iaws are amended by this Plan. As soon as practicable after the Disbursing Agent has liquidated all of the Debtors'assets and completed all distributions provided for in this Pian,the Disbursing Agent shall effectuate the dissolution of each of the Debtors in accordance with the laws of their respective jurisdictions. B. Corporate Action 1. Cancellation Of Debt Securities and Agreements On the later of receipt of a first distribution under the Plan(if entitled to any such distribution),or the Effective Date, (i) the Debt Securities shall be cancelled,(ii) the SFAC-NH Pledge Agreement shall be cancelled,and(iii)the obligations of the Debtors under any agreements, indentures or certificates of designations governing the Debt Securities shall be discharged. Notwithstanding the foregoing,each indenture or other agreement that governs the rights of the holder of a Claim and that is administered by an Indenture Trustee shall continue in effect solely for the purposes of(i)allowing the Indenture Trustee to make distributions under the Plan as provided in Article V Section B.1 hereof, and (ii)permitting the Indenture Trustee to maintain any rights or liens it may have for fees,costs and expenses under its indenture or other agreement,but the foregoing shall not result in any expense or liability to any Reorganized Debtor. No Reorganized Debtor shall have any obligations to any Indenture Trustee,agent or servicer(or to any disbursing agent replacing an Indenture Trustee,agent or servicer) for any fees,costs or expenses,except as expressly provided in the Plan. 2. Cancellation Of Stock and Issuance of New Common Stock On the Effective Date,(a)all shares of Old SFAC Common Stock shall be cancelled and one new share of common stock for SFAC shall be issued and held by the Disbursing Agent for the benefit of the parties under this Plan and(b) the shares of Old SFC-NH Common Stock held by the holders of 13%Discount Debentures shall be cancelled. 3. Certificates of Incorporation and By-laws The certificate of incorporation and by-laws of each Debtor shall be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code and shall include, among other things, under section 1123(a)(6)of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities. C. Directors and Officers On the Effective Date,all officers and directors of the Debtors shall be relieved of all responsibilities and the respective boards shall be dissolved,and the Disbursing Agent(or its designee) shall become the sole officer and director of each of the Reorganized Debtors. The Disbursing Agent shall be authorized to execute,deliver,file,or record any document or take any other action necessary or desirable to implement the terms of this Plan. D. No Revesting of Assets The property of the Debtors'Estates shall not revert in the Debtors on or after the Effective Date but shall remain property of the Estates,subject to the Bankruptcy Court's jurisdiction,to be administered by the Disbursing Agent until liquidated and distributed according to the terms of this Plan and the Confirmation Order. PLAN-17