HomeMy WebLinkAbout03-0737UNITED STATES BANKRUPTCY COURT
EASTEIhN DISTRICT OF MISSOURI
EASTERN DIVISION
FN THE MATTER OF:
UNION FINANCIAL SERVICES GROUP, INC.,
OUTSOURCING SOLUTIONS INC.,
RWC CONSULTING GROUP, LLC,
GREYSTONE BUSINESS GROUP, LLC,
COAST TO COAST CONSULTING, LLC,
PAE LEASING, LLC,
PACIFIC SOFTWARE CONSULTING, LLC,
UNIVERSITY ACCOUNTING SERVICE, LLC,
NORTH SHORE AGENCY, INC.,
OSI PORTFOLIO SERVICES, INC.,
PERiMETER CREDIT L.L.C.,
GULF STATE CREDIT, L.L.C.,
OSI SUPPORT SERVICES, INC.,
OSI COLLECTION SERVICES, INC.,
JENNIFER LOOMIS & ASSOCIATES, INC.,
ASSET'RECOVERY & MANAGEMENT CORP.,
GRABLE, GREINER & WOLFF, INC.,
INDIANA MUTUAL CREDIT ASSOCIATION, 1NC.,
QUALINK, INC.,
PROFESSIONAL RECOVERIES INC.,
PAYCO AMERiCAN INTERNATIONAL CORP.,
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD.,
THE UNION CORPORATION,
OS[ OUTSOURCING SERVICES, INC.,
TRANSWORLD SYSTEMS INC.,
AMERiCAN RECOVERY COMPANY, INCORPORATED,
C.S.N. CORP.,
GENERAL CONNECTOR CORPORATION,
U.C.O. - M.B.A. CORPORATION,
UCO PROPERTIES, INCORPORATED,
UNION-SPECIALTY STEEL CASTING CORPORATION,
Debtors.
1649494.2
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In Proceedings Under Chapter I 1
Case No. 03-45870-399
Case No. 03-46349-399
Case No. 03-46352-399
Case No. 03-4633%399
Case No. 03-46336-399
Case No. 03-46334-399
Case No. 03-46347-399
Case No. 03-46346-399
Case No. 03-46343-399
Case No. 03-46342-399
Case No. 03-46339-399
Case No. 03-46332-399
Case No. 03-46330-399
Case No. 03-46327-399
Case No. 03-46325-399
Case No. 03246323-399
Case No. 03-46354-399
Case No. 03-46353-399
Case No. 03-46350-399
Case No. 03-46348-399
Case No. 03-46345-399
Case No. 03-46344-399
Case No. 03-46324-399
Case No. 03-46326-399
Case No. 03-46329-399
Case No. 03-46331-399
Case No. 03-46333-399
Case No. 03-46335-399
Case No. 03-46338-399
Case No. 03-46340-399
Case No. 03-46341-399
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
NOTICE OF ORDER APPROVING
DISCLOSURE STATEMENT; DATE OF
CONFIRMATION I-IEARENG; DEADLLNE
FOR FILING OBJECTIONS TO
CONFIRMATION; PuN-D LAST DATE FOR
RECEIPT OF BALLOTS
TO: CREDITORS, EQUITY INTEREST HOLDERS AND OTHER PARTIES IN
INTEREST
The hearing to consider the adequacy of the Disclosure Statement (as from time to time
amended, the "Disclosure Statement") for the Debtors' Third Amended Plan of Reorganization
(as :5om time to time amended, the "Plan") was held on July 28, 2003. Pursuant to the Order (I)
· 'X-pproving Disclosure Statement; (II) Establishing Record Date, (III) Approving Solicitation
Procedures, Form of Ballots, and Manner of Notice, and (IV) Fixing Date, Time and Place of
Confirmation Hearing and Deadline for Filing Objections thereto (the "Order"), the United
States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court") ordered,
and notice is hereby given, that:
I. The Disclosure Statement contains adequate information within the meaning of,
and otherwise complies in full with, Section 1125 of the Bankruptcy Code and is approved.
2. The hearing (the "Confirmation Hearing") to consider confirmation of the Plan
shall be held on September 30, 2003 at 2:00 p.m. (St. Louis time) before the Honorable Barry S.
Schermer, United States Bankruptcy Court for the Eastern District of Missouri, 5th Floor-North
Courtroom, 111 South Tenth Street, St. Louis, Missouri 63102. The Confirmation Heating may
l:>e adjourned from time to time without further notice except by announcement of the adjourned
flare or dates at the Confirmation Hearing or any adjournments thereof.
3. On or before September 1, 2003 all preliminary objections to the confirmation of
the Plan initially shall be communicated, in writing, to the following:
Gregory D. Willard, Esq.
BRYAN CAVE LLP
One Metropolitan Square
211 North Broadway
Suite 3600 - OSI
St. Louis, Missouri 63 !02-2750
Mayer Brown Rowe & Maw, LLP
1675 Broadway
New York, New York 10019
Attn: Brian Trust, Michael Richman
and Carol Morrison
The objector must specify, in detail, the exact nature, extent and factual and legal basis of its
objection. No later than September 8, 2003 the objector shall make necessary arrangements and
shall meet with counsel for the Debtors and attempt in good faith to resolve said preliminary
objections.
4. If, following the meetings between the objector and the Debtors' counsel to
discuss preliminary objections, resolution of the remaining issues cannot be reached, then on or
before September 12, 2003 (the "Plan Objection Deadline") the objector shall file a written
objection to confirmation of the Plan, which objection shall: (i) include a certification of the
objector's compliance with these procedures, including the preceding subparagraph and the
resolution meeting with counsel for the Debtors; (ii) set forth the name of the objector, the
specific Debtor against ,ivhom the objector has a claim, and, if applicable, the nature and amount
of the objector's claim against that Debtor; and (iii) state with particularity the legal and factual
1649494 2
bases and evidence to be presented in support of such objection. The objection must be filed in
accordance with Standing Order #1, a copy of which may be obtained through the Bankruptcy
Court's PACER site at htms://eef, moeb.useourts.gov. The objection must also be served so as
to be received no later than 4:30 p.m. (St. Louis tirr~e) on September 12, 2003 by each of the
parties listed on the current Master Service List, a copy of which is available through PACER.
The Bankruptcy Court will not consider any objections at the Confirmation Heating that have not
been timely t~led and served in accordance with the provisions of this Order.
5. Trial briefs regarding confirmation shall be filed on or before September 23, 2003
(the "Trial Brief Deadline"). The trial brief must be filed in accordance with Standing Order #1.
The trial brief must also be served so as to be received no later than 4:30 p.m. (St. Louis time) on
September 23, 2003 by each of the parties listed on the current IMaster Service List.
6. To be counted, all Ballots for accepting or rejecting the Plan must be received at
the address indicated in the Ballot instructions by no later than 5:00 p.m., prevailing eastern time,
on September 12, 2003 (the "Voting Deadline"). Facsimile transmissions of Ballots will not be
accepted.
PLEASE NOTE: Pursuant to Sections 1126(0 and (g) of the Bankruptcy Code, (i) creditors
:holding unimpaired claims against any Debtor as so classified in the Plan (the "Unimpaired
~Creditors"); and (ii) holders of claims agains't or equity interests in any Debtor that are not
.entitled to receive or retain any prope,ty under the Plan on account of such claims or equity
interests (the "Impaired Non-Voting Creditors"), are not entitled to vote to accept or to reject the
Plan in respect of such claims or equity interests. No Ballots for voting on the Plan will be
mailed to the Unimpaired Creditors and the Impaired Non-Voting Creditors, however, such
creditors shall receive a copy of the Plan and a ballot soliciting releases under Article X.D.2. of
the Plan, which also must be rezeived by the Voting Deadline. Unimpaired Creditors and
Impaired Non-Voting Creditors c:m :eceive a copy of the Disclosure Statement at no cost by
contacting AlixPartners, LLC, 2100 McKinney Avenue, Suite 800, Dallas, Texas 75701, (97?)
535-7150 ( AhxPartners ). Copies of the Plan and/or the Disclosure Statement may also be
obtained via AlixPartners' website http://ems.alixpartners.com. Any party in interest can
receive a copy of the Plan and/or the Disclosure Statement a't their own expense by contacting
AlixPartners.
Dated: July 31, 2003
Gregory D. Willard, Esq.
Lloyd A. Palans, Esq.
Cullen K. Kuh. n, Esq
BRYAN CAVE LLP
One Metropolitan Square
211 North Broadway
Suite 3600 - OSI
St. Louis, Missouri 63102-2750
BY ORDER OF THE COURT
Counsel for Debtors and Debtors-In-Possession
[6494942
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IN THE MATTER OF:
UNION FINANCIAL SERVICES GROUP, INC.,
OUTSOURCiNG SOLUTIONS INC.,
RWC CONSULTING GROUP, LLC,
GREYSTONE BUSINESS GROUP, LLC,
COAST TO COAST CONSULTING, LLC,
PAE LEASING, LLC,
PACIFIC SOFTWARE CONSULTING, LLC,
UNIVERSITY ACCOUNTING SERVICE, LLC,
NORTH SHORE AGENCY, INC.,
OSI PORTFOLIO SERVICES, INC.,
PERIMETER CREDIT L.L.C.,
GULF STATE CREDIT, L.L.C.,
OSI SUPPORT SERVICES, INC.,
OSI COLLECTION SERVICES, INC.,
JENNIFER LOOMIS & ASSOCIATES, INC.,
ASSET-RECOVERY & MANAGEMENT CORP.,
GRABLE, GREINER & WOLFF, INC.,
INDIANA MUTUAL CREDIT ASSOCIATION, 1NC.,
QUALINK, INC.,
PROFESSIONAL RECOVERIES INC.,
PAYCO AMERICAN INTERNATIONAL CORP.,
OSI OUTSOURCING SERVICES INTERNAIIONAL, LTD.,
THE UNION CORPORATION,
OSI OUTSOURCING SERVICES, INC.,
TRANSWORLD SYSTEMS INC.,
AMERICAN RECOVERY COMPANY, INCORPORATED,
C.S.N. CORP.,
GENERAL CONNECTOR CORPORATION,
U.C.O. - M.B.A. CORPORATION,
UCO PROPERTIES, INCORPORATED,
UNION-SPECIALTY STEEL CASTING CORPORATION,
Debtors.
i
)
)
) Case No. 03-45870-399
) Case No. 03-4634%399
) CaseNo. 03-46352-399
) Case No. 03-46337-399
) CaseNo. 03-46336-399
) Case No. 03-46334-399
) Case No. 03-46347-399
) Case No. 03-46346-399
) Case No. 03-46343-399
) CaseNo. 03-46342-399
) Case No. 03-46339-399
) Case No. 0346332-399
) Case No. 03-46330-399
) Case No. 03-46327-399
) Case No. 03-46325-399
) Case No. 03246323-399
) Case No. 03-46354-399
) Case No. 0346353-399
) Case No. 0346350-399
) Case No. 03-46348-399
) Case No. 03-46345-399
) Case No. 03-46344-399
) Case No. 03-46324-399
) Case No. 0346326-399
) Case No. 03-46329-399
) Case No. 0346331-399
) Case No. 03-46333-399
) Case No. 03-46335-399
) Case No. 03-46338-399
) Case No. 03-46340-399
) Case No. 03-46341-399
)
)
)
)
)
)
)
)
)
)
In Proceedings Under Chapter I 1
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
NOTICE OF ORDER APPROVING
DISCLOSURE STATEMENT; DATE OF
CONFIRMATION HEARING; DEADLINE
FOR FILING OBJECTIONS TO
CONFIRMATION; AND LAST DATE FOR
RECEIPT OF BALLOTS
164~494.2
TO: CREDITORS, EQUITY INTEREST HOLDERS AND OTHER PARTIES IN
INTEREST
The hearing to consider the adequacy of the Disclosure Statement (as from time to time
amended, the "Disclosure Statement") for the Debtors' Third Amended Plan of Reorganization
(as :~om time to time amended, the "Plan") was held on July 28. 2003. Pursuant to the Order (I)
Approving Disclosure Statement; (II) Establishing Record Date, (lid Approving Solicitation
Procedures, Form of Ballots, and Manner of Notice, and (IV) Fixing Date, Time and Place of
Confirmation Hearing and Deadline for Filing Objections thereto (the "Order"), the United
States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court") ordered,
and notice is hereby given, that:
1. The Disclosure Statement contains adequate information within the meaning of,
and otherwise complies in full with, Section 1125 of the Bankruptcy Code and is approved.
2. The hearing (the "Confirmation Hearing") to consider confirmation of the Plan
shall be held on September 30, 2003 at 2:00 p.m. (St. Louis time) before the Honorable Barry S.
Schermer, United States Bankruptcy Court for the Eastern District of Missouri, 5th Floor-North
£ourtroom, 111 South Tenth Street, St. Louis, Missouri 63102. The Confirmation Hearing may
Be adjourned from time to time without further notice except by announcement of the adjourned
i]ate or dates at the Confirmation Hearing or any adjournments thereof.
3. On or before September 1, 2003 all preliminary objections to the confirmation of
the Plan initially shall be communicated, in writing, to the following:
Gregory D. Willard, Esq.
BRYAN CAVE LLP
One Metropolitan Square
211 North Broadway
Suite 3600 - OSI
St. Louis, Missouri 63 !02-2750
Mayer Brown Rowe & Maw, LLP
1675 Broadway
New York, New York 10019
At-tn: Brian Trust, Michael R/chman
and Carol Morrison
The objector must specify, in detail, the exact nature, extent and factual and legal basis of its
objection. No later than September 8, 2003 the objector shall make necessary arrangements and
shall meet with counsel for the Debtors and attempt in good faith to resolve said preliminary
objections.
4. If, following the meetings between the objector and the Debtors' counsel to
discuss preliminary objections, resolution of the remaining issues cannot be reached, then on or
before September 12, 2003 (the "Plan Objection Deadline") the objector shall file a written
objection to confirmation of the Plan, which objection shall: (i) include a certification of the
objector's compliance with these procedures, including the preceding subparagraph and the
resolution meeting with counsel for the Debtors; (ii) set forth the name of the objector, the
specific Debtor against ,.'vhom the objector has a claim, and, if applicable, the nature and amount
of the objector's claim against that Debtor; and (iii) state with particularity the legal and factual
1649494 2
bases and evidence to be presented in support of such objection. The objection must be filed in
accordance with Standing Order #I, a copy of which may be obtained through the Bankruptcy
Court's PACER site at httus://ecf, moeb.uscourts.gov. The objection must also be served so as
to be received no later than 4:30 p.m. (St. Louis tim-e) on September 12, 2003 by each of the
parties listed on the current Master Service List, a copy of which is available through PACER.
The Bankruptcy Court will not consider any objections at the Confirmation Hearing that have not
been timely filed and served in accordance with the provisions of this Order.
5. Trial br/efs regarding confirmation shall be filed on or before September 23, 2003
(the "Trial Brief Deadline"). The trial brief must be filed in accordance with Standing Order #1.
The trial brief must also be served so as to be received no later than 4:30 p.m. (St. Louis time) on
September 23, 2003 by each of the parties listed on the current Master Service List.
6. To be counted, all Ballots for accepting or rejecting the Plan must be received at
the address indicated in the Ballot instructions by no later than 5:00 p.m., prevailing eastern time,
on September 12, 2003 (the "Voting Deadline"). Facsimile transmissions of Ballots will not be
accepted.
PLEASE NOTE: Pursuant to Sections 1126(0 and (g) of the Bankruptcy Code, (i) creditors
zholding unimpaired claims against any Debtor as so classified in the Plan (the "Unimpaired
:Creditors"); and (ii) holders of claims agains't or equity interests in any Debtor that are not
-entitled to receive or retain any prope,ty under the Plan on account of such claims or equity
interests (the "Impaired Non-Voting Creditors"), are not entitled to vote to accept or to reject the
Plan in respect of such claims or equity interests. No Ballots for voting on the Plan will be
mailed to the Unimpaired Creditors and the Impaired Non-Voting Creditors, however, such
creditors shall receive a copy of the Plan and a ballot soliciting releases under Article X.D.2. of
the Plan, which also must be re::eived by the Voting Deadline. Unimpaired Creditors and
Impaired Non-Voting Creditors c:m :eceive a copy of the Disclosure Statement at no cost by
contacting AlixPartners, LLC, 2100 McKinney Avenue, Suite 800, Dallas, Texas 75201, (972)
535-7150 ("AlixPartners"). Copies of the Plan and/or the Disclosure Statement may also be
obtained via AlixPartners' website http://cms.alixpartners.com. Any party in interest can
receive a copy of the Plan and/or the Disclosure Statement a't their own expense by contacting
AlixPartners.
Dated: July 31, 2003
Gregory D. Willard, Esq.
Lloyd A. Palans, Esq.
Cullen K. Kuhn, Esq
BRYAN CAVE LLP
One Metropolitan Square
211 North Broadway
Suite 3600 - OSI
St. Louis, Missouri 63102-2750
BY ORDER OF THE COURT
Counsel for Debtors and Debtors-In-Possession
16a9494 2
BALLOT NO.
IN THE UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IN THE MATTER OF:
)
)
UNION FINANCIAL SERVICES GROUP, INC., ) Case No.
OUTSOURCING SOLUTIONS INC., ) Case No.
RWC CONSULTING GROUP, LLC, ) Case No.
GREYSTONE BUSINESS GROUP, LLC, ) CaseNo.
COAST TO COAST CONSULTING, LLC, ) Case No.
PAE LEASING, LLC, ) Case No.
PACIFIC SOFTWARE CONSULTING, LLC, ) Case No.
UNIVERSITY ACCOUNTING SERVICE, LLC, ) Case No.
NORTH SHORE AGENCY, 1NC., ) Case No.
OSI PORTFOLIO SERVICES, INC., ) CaseNo.
PERIMETER CREDIT L.L.C., ) Case No.
GULF STATE CREDIT, L.L.C., ) Case No.
OSI SUPPORT SERVICES, INC., ) Case No.
OSI COLLECTION SERVICES, INC., ) Case No.
JENNIFER LOOMIS & ASSOCIATES, INC., ) Case No.
ASSET RECOVERY & MANAGEMENT CORP., ) Case No.
GRABLE, GREINER & WOLFF, INC., ) Case No.
INDIANA MUTUAL CREDIT ASSOCIATION, INC., ) Case No.
QUALINK, INC., ) CaseNo.
PROFESSIONAL RECOVERIES INC., ) CaseNo.
PAYCO AMERICAN INTERNATIONAL CORP., ) Case No.
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD., ) Case No.
THE UNION CORPORATION, ) Case No.
OSI OUTSOURCING SERVICES, 1NC., ) CaseNo.
TRANSWORLD SYSTEMS INC., ) CaseNo.
AMERICAN RECOVERY COMPANY, INCORPORATED, ) CaseNo.
C.S.N. CORP., ) CaseNo.
GENERAL CONNECTOR CORPORATION, ) CaseNo.
U.C.O.- M.B.A. CORPORATION, ) Case No.
UCO PROPERTIES, INCORPORATED, ) Case No.
UNION-SPECIALTY STEEL CASTING CORPORATION, ) Case No.
Probate Court
Register of Wills, Courthouse
Square. Cumberland County Courthouse
Carlisle, PA 17013
Debtors.
)
)
)
)
)
)
In Proceedings Under Chapter 11
03-45870-399
03-46349-399
03-46352-399
03-46337-399
03-46336-399
03-46334-399
03-46347-399
03-46346-399
03-46343-399
03-46342-399
03-46339-399
03-46332-399
03-46330-399
03-46327-399
03-46325-399
03-46323-399
03-46354-399
03-46353-399
03-46350-399
03-46348-399
03-46345-399
03-46344-399
03-46324-399
03-46326-399
03-46329-399
03-46331-399
03-46333-399
03-46335-399
03-46338-399
03-46340-399
03-46341-399
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
BALLOT FOR HOLDERS OF FULLY
IMPAIRED CLAIMS
PLEASE READ AND FOLLOW THE ATTACHED
INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT.
I address of the claimholder and the type of claim such holder is entitled to vote.
An individualized sticker will be placed on each Ballot setting forth the name and
\\W2kjdalsfllel\jsharedkSQLDrive\Outsourcing Solutions InckBalloting DocumentsLBallots\OSl Fully Impaired Ballot for Votipg_vl .DOC
Union Financial Services Group, Inc. and certain of its subsidiaries, as debtors and debtors
in possession (collectively, the "Debtors"), are soliciting releases with respect to the Debtors' Third
Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated July 31, 2003
(as same may be amended, the "Plan"), from holders of Claims in the following Classes: SA, 7A 8A, 10A,
5B, 6B, 8B, 9B and 10B.
THIS BALLOT IS TO BE USED FOR BY HOLDERS OF CLASS 5A, 7A, SA,
10A, 5B, 6B, 8B, 9B AND 10B CLAIMS ONLY (THE "NON-VOTING CLASSES").
PURSUANT TO THE PLANt THE NON-VOTING CLASSES ARE NOT ENTITLED TO
VOTE ON THE PLAN. A COMPLETED BALLOT MUST BE RECEIVED BY
ALIXPARTNERS LLC (THE "AGENT") BY 5:00 P.M. PREVAILING EASTERN TIME ON
OR BEFORE SEPTEMBER 12, 2003 (THE "DEADLINE"), UNLESS THE DEADLINE IS
SUBSEQUENTLY EXTENDED, IN WHICH CASE THE TERM "DEADLINE" SHALL
MEAN THE LAST DATE AND TIME TO WHICH EXTENDED. THIS BALLOT IS
ACCOMPANIED BY A PREPAID RETURN ENVELOPE. ALL CAPITALIZED TERMS
USED IN THIS BALLOT, BUT NOT OTHERWISE DEFINED HEREIN, SHALL HAVE
THE MEANING ASCRIBED TO THEM IN THE PLAN.
IF A BALLOT IS DAMAGED OR LOST, OR FOR COPIES OF THE
DISCLOSURE STATEMENT, YOU MAY CONTACT THE DEBTORS' AGENT. IF YOU
HAVE ANY QUESTIONS YOU MAY CONTACT THE AGENT AT THE FOLLOWING
ADDRESS AND TELEPHONE NUMBER:
UNION FINANCIAL SERVICES GROUP, INC. BALLOT PROCESSING
ALIXPARTNERS LLC
2100 McKinney Avenue
Suite 800
Dallas, Texas 75201
ATTN: OSI Balloting Agent
TELEPHONE: 972-535-7150
COPIES OF THE DISCLOSURE STATEMENT MAY BE OBTAINED FROM
THE AGENT WEBSITE: http://cms.alixpartners.com.
item 1. Type of Claim.
The undersigned holds a Claim as described above against the Debtors. The undersigned acknowledges that the Claim is fully
impaired and is not entitled to vote on the Plan.
item 2. Releases.
[] Check this box if you do wish to give the releases provided for in Article X.D.2. of the Plan.
Item 3. Certifications.
By returning this Ballot, the claimant certifies to the Bankruptcy Court and the Debtors that:
(i) either (a) such person or entity is the Holder of the Claim set forth above or (b) such person or entity is an authorized
signatory for some person or entity which is the Holder of such a Claim;
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(ii) such person or entity (or in the case of an authorized signatory, the Beneficial Holder) has received and reviewed a
copy of the Plan;
(iii) (a) the Debtors have made available to such person or entity or its agents all documents and information relating to
the Plan and related matters reasonably requested by or on behalf of such person or entity and (b) except for information provided by
the Debtors in writing, and by its own agents, such person or entity has not relied on any statements made or other information
received from any person with respect to the Plan;
(iv) all authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned
hereunder, shall be binding upon the transferees, successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and legal
representatives of the undersigned and shall not be affected by and shall survive the death or incapacity of the undersigned.
Dated: ,2003
Name:
(Print or Type)
Social Security or Tax I.D. No.:
Signature:
By:
Title:
(If Appropriate)
(If Appropriate)
Street Address:
City, State and Zip Code:
Telephone:
PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT IN THE PREPAID ENVELOPE PROVIDED.
BALLOT MUST BE RECEIVED BY THE AGENT BY THE DEADLINE.
BALLOTS MUST BE RETURNED TO:
AlixPartners LLC
2100 McKinney Avenue
Suite 800
Dallas, Texas 75201
Attn: OSI Balloting Agent
Telephone: 972-535-7150
THIS
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INSTRUCTIONS FOR COMPLETING THE BALLOT
Union Financial Services Group, Inc. and certain of its wholly-owned direct and indirect domestic subsidiaries (collectively
the "Debtors") are soliciting a release from you pursuant to their Third Amended Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code (the "Plan"). A copy of the Plan has been sent to you with this Ballot. Please review the Plan carefully. The
Ballot may not be used for any purpose other than those delineated in this Ballot.
You must complete, sign, and return the attached Ballot so that it is received by the Agent no later than the Deadline.
1. You must (i) complete the Ballot, (ii) indicate your decision to grant the releases set forth in Article X.D.2. of the
Plan by checking the box provided in Item 2 of the Ballot, and (iii) sign and return the Ballot to the address set forth on the enclosed
prepaid envelope.
2. If a Ballot is received after the Deadline, it will not be counted. Except as otherwise provided herein, the delivery
of Ballots will be deemed made only when the original executed Ballot is actually received by the Agent. In all cases, sufficient time
should be allowed to assure timely delivery. Ballots will not be accepted by telecopy or facsimile. No Ballot should be sent to the
Debtors or the Debtors' financial or legal advisors.
3. If multiple Ballots are received from an individual Holder of a Claim or Interest with respect to the same Claim or
Interest prior to the Deadline, the last Ballot timely received will supersede and revoke any earlier received Ballot.
4. Please be sure to sign and date your Ballot. If you are completing the Ballot on behalf of an entity, indicate your
relationship with such entity and the capacity in which you are signing. In addition, please provide your name and mailing address if
different from that set forth on the attached mailing label or if no such mailing label is attached to the Ballot.
5. If you hold Claims or Interests in more than one Class under the Plan, you may receive more than one Ballot coded
for each different Class. Please complete and return each Ballot you received.
6. The Ballot must be returned in sufficient time to allow it to be received by the Agent by no later than the Deadline.
If you believe you have received the wrong Ballot, please contact the Agent immediately.
PLEASE COMPLETE, SIGN AND DATE THE BALLOT
AND RETURN IT IN THE PREPAID ENVELOPE PROVIDED.
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT, PLEASE CALL
THE AGENT AT 972- 535-7150.
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Probate Court
Register of Wills, Courthouse
Square. Cumberland County Courthouse
Carlisle, PA 17013
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IN THE MATTER OF:
)
)
UNION FINANCIAL SERVICES GROUP, INC., )
OUTSOURCING SOLUTIONS INC., )
RWC CONSULTING GROUP, LLC, )
GREYSTONE BUSINESS GROUP, LLC, )
COAST TO COAST CONSULTING, LLC, )
PAE LEASING, LLC, )
PACIFIC SOFTWARE CONSULTING, LLC, )
UNIVERSITY ACCOUNTING SERVICE, LLC, )
NORTH SHORE AGENCY, INC., )
OSI PORTFOLIO SERVICES, INC., )
PERIMETER CREDIT L.L.C., )
GULF STATE CREDIT, L.L.C., )
OSI SUPPORT SERVICES, INC., )
OSI COLLECTION SERVICES, INC., )
JENNIFER LOOMIS & ASSOCIATES, INC., )
ASSET RECOVERY & MANAGEMENT CORP., )
GRABLE, GREINER & WOLFF, INC., )
INDIANA MUTUAL CREDIT ASSOCIATION, INC., )
QUALINK, INC., )
PROFESSIONAL RECOVERIES INC., )
PAYCO AMERICAN INTERNATIONAL CORP., )
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD., )
THE UNION CORPORATION, )
OSI OUTSOURCING SERVICES, INC., )
TRANSWORLD SYSTEMS INC., )
AMERICAN RECOVERY COMPANY, INCORPORATED, )
C.S.N. CORP., )
GENERAL CONNECTOR CORPORATION, )
U.C.O. - M.B.A. CORPORATION, )
UCO PROPERTIES, INCORPORATED, )
UNION-SPECIALTY STEEL CASTING CORPORATION, )
)
)
)
Debtors.
In Proceedings Under Chapter 11
Case No. 03-45870-399
Case No. 03-46349-399
Case No. 03-46352-399
Case No. 03-46337-399
Case No. 03-46336-399
Case No. 03-46334-39.9
Case No. 03-46347-399
Case No. 03-46346-399
Case No. 03-46343-399
Case No. 03-46342-399
Case No. 03-46339-399
Case No. 03-46332-399
Case No. 03-46330-399
Case No. 03-46327-399
Case No. 03-46325-399
Case No. 03-46323-399
Case No. 03-46354-399
Case No. 03-46353-399
Case No. 03-46350-399
Case No. 03-46348-399
Case No. 03-46345-399
Case No. 03-46344-399
Case No. 03-46324-399
Case No. 03-46326-399
Case No. 03-46329-399
Case No. 03-46331-399
Case No. 03-46333-399
Case No. 03-46335-399
Case No. 03-46338-399
Case No. 03-46340-399
Case No. 03-46341-399
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
NOTICE OF BAR DATE FOR THE FILING OF PROOFS OF CLAIM
AUGUST 1 lv 2003
TO: ALL PERSONS ASSERTING A CLAIM AGAINST ANY OF THE ABOVE ENTITIES:
PLEASE TAKE NOTICE, that the United States Bankruptcy Court of the Eastern District of Missouri has entered Standing
Order #3 Setting Claims Bar Date, Establishing Claims Processing and Objection Procedures, and Establishing Claims Estimation
Procedures Pursuant to 11 U.S.C. §502, regarding the above-named Debtors (the "Debtors") requiring all persons and entities,
including without limitation, individuals, partnerships, corporations, estates, trusts and governmental units, EXCEPT THOSE
PERSONS AND ENTITLES DESCRIBED IN PARAGRAPHS A THROUGH F BELOW, that assert a claim against any of the
Debtors which arose on or prior to May 12, 2003 (except in the case of Union Financial Services Group, Inc., which date shall be May
2, 2003), to file a proof of claim on or before August 11, 2003 (the "Bar Date").
A copy of the Proof of Claim Form which should be utilized in these proceedings is enclosed with this Notice. A proof
of claim form and information regarding scheduled claims may also be obtained at http://cms.alixpartners.com
Proofs of Claim must be filed with an original of each separate proof of claim. They shall be mailed, in a postage pre-paid
envelope bearing the Debtors' claim address (set out below) as the return address, to:
Union Financial Services Group, Inc.
c/o AlixPartners, LLC
2807 Allen Street, Box//820
Dallas, Texas 75204-1031
so as to be received on or before August 11, 2003.
The original claim must be marked in the upper-right hand comer, "ORiGINAL."
If a creditor requests an acknowledgment copy of the proof of claim, an additional copy of the proof of claim along with a
self-addressed, postage prepaid return envelope must be submitted.
Each claim must specifically state the name of each Debtor against which such claim is asserted and the case number of the
Debtor against which such claim is asserted. Claims in foreign currency must state the amounts claimed in such foreign currency and
must also convert each such amount to United States Dollars as of May 12, 2003 (except in the case of Union Financial Services
Group, Inc. which date shall be as of May 2, 2003). If claims are to be asserted against more than one of the Debtors, a separate
original of each proof of claim must be filed in each case in which a claim is asserted. Multiple Debtor Claims may not be filed in a
single proof of claim.
If you are required to file a proof of claim and fail to do so, you will be forever barred from voting upon, or receiving
distribution under, any plan or plans of reorganization of the Debtors, and will be forever barred from asserting any such
claim or claims against any of the Debtors or their successors or assigns, EXCEPT THAT:
A. ANY PERSON OR ENTITY THAT HAS ALREADY FILED A PROOF OF CLAIM AGAINST THE DEBTORS
WITH THE CLERK OF THE COURT NEED NOT FILE ANOTHER PROOF OF CLAIM.
B. ANY PERSON OR ENTITY (i) WHOSE CLAIM IS NOT LISTED AS "DISPUTED", "CONTINGENT" OR
"UNLIQUIDATED" IN THE DEBTORS' SCHEDULES OF ASSETS AND LIABILITIES EXPECTED TO BE
FILED WITH THE CLERK OF THE COURT ON OR ABOUT JUNE 5, 2003 (OR ANY AMENDMENTS TO
SUCH SCHEDULES) AND (ii) WHO AGREES WITH THE CLASSIFICATION AND AMOUNT SET FORTH
THEREIN NEED NOT FILE A PROOF OF CLAIM.
C. ANY PERSON OR ENTITY WHOSE CLAIM IS PURSUANT TO THE DEBTOR-IN-POSSESSION
FINANCING AGREEMENT AND FACILITY NEED NOT FILE A PROOF OF CLAIM.
D. THE CLAIMS AND INTERESTS DESCRIBED BELOW ("EXCLUDED CLAIMS") ARE NOT AFFECTED BY
THIS NOTICE OR THE ORDER AND ANY PERSON OR ENTITY THAT HAS AN EXCLUDED CLAIM
NEED NOT FILE A PROOF OF CLAIM ON OR BEFORE THE BAR DATE FOR THE EXCLUDED CLAIM
ONLY.
1. Claims listed in the Schedules of Assets and Liabilities of the D~ebtors expected to be filed with the Court
on or about June 5, 2003 (or any amendments to such Schedules), and whose claim is not listed as
"contingent," "unliquidated" or "disputed" and who does not dispute the classification and scheduled
amount of its claim.
2. Claims for which the claimant filed a proof of claim prior to the date hereof and which proof of claim the
claimant does not seek to change.
3. Claims allowable under Section 507(a)(1) of the Bankruptcy Code as an expense of administration of the
Debtors' chapter 11 estates; holders of delinquent post-petition claims, if any, against the Debtors shall file
an appropriate application with the Court.
4. Claims that have been paid or otherwise satisfied pursuant to authorization of this Court.
5. Claims by any of the Debtors or any affiliate of the Debtors against one or more of the other Debtors,
which such claim shall be reflected on the Schedules.
6. Claims that heretofore have been allowed or disallowed by order of this Court.
E. CLAIMS ARiSING FROM THE REJECTION OF UNEXPIRED LEASES OR EXECUTORY CONTRACTS
NEED NOT BE FILED UNLESS AND UNTIL SUCH UNEXPIRED LEASE OR EXECUTORY CONTRACT IS
REJECTED. CLAIMS ARISING AS A RESULT OF A JUDGMENT PURSUANT TO CHAPTER 5 OF THE
BANKRUPTCY CODE SHALL BE FILED WITHIN THIRTY DAYS OF ENTRY OF THE JUDGMENT.
CLAIMS ARISING AS A RESULT OF REJECTION SHALL BE FILED WITHIN THIRTY DAYS AFTER
ENTRY OF AN ORDER APPROVING THE REJECTION; PROVIDED HOWEVER, THAT CLAIMS ARISING
1629321 2
FROM THE REJECTION OF LEASES OR EXECUTORY CONTRACTS HERETOFORE APPROVED BY
ORDER OF THIS COURT SHALL BE FILED ON OR PRIOR TO THE BAR DATE.
F. THE INDENTURE TRUSTEE OF EACH BOND ISSUE IS AUTHORIZED TO FILE A PROOF OF CLAIM
WITH RESPECT TO ALL AMOUNTS OUTSTANDING UNDER THE BONDS OF THAT ISSUE.
ACCORDINGLY, CLAIMS OF ANY BONDHOLDER FOR THOSE AMOUNTS OUTSTANDING UNDER A
PARTICULAR BOND NEED NOT BE FILED SEPARATELY BY THE BONDHOLDER.
ALL PERSONS AND ENTITLES OTHER THAN THOSE DESCRIBED IN PARAGRAPHS A, B,
C, D, E AND F ABOVE MUST FILE A PROOF OF CLAIM ON OR BEFORE THE BAR DATE.
OTHERWISE THEY SHALL BE FOREVER BARRED FROM VOTING UPON OR RECEIVING
DISTRIBUTION UNDER ANY PLAN OR PLANS OF REORGANIZATION IN THESE CASES.
THE PROVISIONS OF THE BAR ORDER APPLY TO ALL CLAIMS OF WHATEVER
CHARACTER OR NATURE AGAINST EACH DEBTOR OR ITS PROPERTY, WHETHER
SECURED OR UNSECURED, LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT.
Acts or omissions of the Debtors arising or occurring prior to filing their Chapter 11 petitions, including but not
limited to goods or services provided by the Debtors, may give rise to claims against the Debtors notwithstanding the fact that such
claims (or the injuries on which they are based) may be contingent or may not have occurred, matured or become fixed or liquidated
prior to the Bar Date. Therefore, any creditor having such a claim or potential claim against the Debtors, no matter how remote or
contingent, unless excluded pursuant to Paragraphs A-F above, must file a proof of claim on or before the Bar Date.
The Debtors have reserved the right to dispute, or to assert offsets or defenses to, any Claim reflected on the
schedules as to amount, liability, classification or otherwise and to subsequently designate any Claim as disputed, contingent,
unliquidated or undetermined as to amount; provided however, that if the Debtors amend their schedules to designate a Claim as
disputed, contingent, unliquidated or undetermined as to amount, or to change the amount cfa Claim reflected thereon, then, and in
such event, the affected Creditor shall be afforded an extension of 30 days fi.om the date on which written notice of such amendment is
given to file a proof of claim, if necessary, or be forever barred from doing so. Nothing set forth herein shall be deemed to preclude
the Debtors from objecting to any Claim, whether scheduled or filed, on any grounds.
The Debtors' Schedules of Assets and Liabilities may be examined and inspected by interested parties in the office
of the Clerk of the United States Bankruptcy Court, Thomas F. Eagleton U.S. Courthouse, 111 South Tenth Street, Fourth Floor,
St. Louis, Missouri 63102. Copies of Debtors' Schedules of Assets and Liabilities may be obtained from Bankruptcy Services, Inc.,
Thomas F. Eagleton U.S. Courthouse, 111 South Tenth Street, Fourth Floor, St. Louis, Missouri 63102, or may be obtained
electronically through PACER. In addition, creditors may view the Debtors' Schedules of Assets and Liabilities at
http://cms.alixpartners.com.
Any questions regarding the filing of proofs of claim may be directed to AlixPartners at (972) 535-7150. Creditors
should NOT contact the Bankruptcy Court regarding the filing of proofs of claim.
BY ORDER OF THE COURT
1629321 3
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IN THE MATTER OF
UNION FINANCIAL SERVICES GROUP, INC.,
et al. ~/
Debtors.
CASE NUMBER 03-45870-399
IN PROCEEDINGS UNDER CHAPTER 11
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
NOTICE OF HEARING TO CONSIDER APPROVAL OF
DEBTORS' DISCLOSURE STATEMENT IN CONNECTION
WITH DEBTORS' AMENDED JOINT PLAN OF
REORGANIZATION
PLEASE TAKE NOTICE that the debtors and debtors-in-possession (the "Debtors") have filed their Disclosure Statement
For Amended Joint Plan Of Reorganization Under Chapter 11 Of The Bankruptcy Code (as from time to time hereafter amended, the
"Disclosure Statement"), and the Debtors' First Amended Joint Plan Of Reorganization (as from time to time hereafter amended the
"Plan"). A hearing to consider approval of the Disclosure Statement and any amendments shall be held before the Honorable Barry S.
Schermer, United States Bankruptcy Court for the Eastern District of Missouri (the "Court"), Thomas F. Eagleton U.S. Courthouse,
111 South Tenth Street, 5th floor, St. Louis, Missouri 63102, on July 7, 2003 at 11:00 a.m. (CDT) or as soon thereafter as counsel chn
be heard (the "Hearing"). At the Hearing, the Debtors will seek entry of an order:
1. Approving the Debtors' Disclosure Statement, as amended, as containing "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code;
2. Scheduling a hearing to consider confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code;
3. Fixing the time and manner for filing objections to confirmation of the Plan;
4. Fixing the time and manner by which holders of claims and interests entitled to vote on the Plan may accept or
reject the Plan; and
5. Granting such other and further relief as the Court deems just and proper.
PLEASE TAKE FURTHER NOTICE that on or before 4:30 p.m. CDT, June 19, 2003, all preliminary objections to the
adequacy of the Disclosure Statement initially shall be communicated, in writing, to, and actually received by, counsel for the
Debtors:
Gregory D. Willard, Esq.
Lloyd A. Palans, Esq.
David M. Unseth, Esq.
Cullen K. Kuhn, Esq.
Bryan Cave LLP
Suite 3600-OSI
211 North Broadway
St. Louis, Missouri 63102
Each objector must specify, in detail, the exact nature, extent and factual and legal bases of its objection. In the event that an
objection relates to an asserted omission or requested modification of certain information requested to be included in the Disclosure
1/
The Debtors include: Union Financial Services Group, Inc., Outsourcing Solutions lnc., RWC Consulting Group, LLC, Greystone Business Group, LLC,
Coast To Coast Consulting, LLC, PAE Leasing, LLC, Pacific Software Consulting, LLC, University Accounting Service, LLC, North Shore Agency, Inc., OSI Portfolio
Services, lnc., Perimeter Credit L.L.C., Gulf State Credit, L.L.C., OSI Support Services, Inc., OSI Collection Services, Inc., Jennifer Loomis & Associates, Inc., Asset
Recovery & Management Corp., Grable, Greiner & Wolff, Inc., indiana Mutual Credit Association, Inc., Qualink, Inc., Professional Recoveries Inc., Payco American
International Corp., OSI Outsourcing Services international, Ltd., The Union Corporation, OS10utsourcing Services, Inc., Transworld Systems Inc., American
Recovery Company, Incorporated, C.S.N. Corp., General Connector Corporation, U.C.O. - M.B.A. Corporation, UCO Properties, Incorporated, Union-Specialty Steel
Casting Corporation.
Statement, the objector shall include in its objection for the Debtors' consideration such proposed information, in form and substance
suitable for insertion into the Disclosure Statement.
The objector shall make all necessary arrangements, by contacting Cullen K. Kuhn at ckkuhn.~,bryancave.com, and shall
thereafter, but not later than June 26, 2003, meet with counsel for the Debtors and attempt in good faith to resolve the preliminary
objections.
If, following these meetings, resolution of the remaining issues cannot be reached, then on or before 4:30 p.m. CDT, June 30,
2003, the objector shall file a written objection to the Disclosure Statement, which objection shall: (i) include a certification of the
objector's compliance with the terms hereof, including the resolution meeting with counsel for the Debtors; (ii) set forth the name of
the objector, the specific Debtor against whom the objector has a claim, and, if applicable, the nature and amount of the objector's
claim against that Debtor and (iii) state with particularity the legal and factual bases for each remaining objection. The objection must
be filed in accordance with Standing Order #1, a copy of which may be obtained from Bankruptcy Services, Inc., 111 South Tenth
Street, Fourth Floor, St. Louis, Missouri 63102, (314) 244-4940. The objection must also be served upon and actually received by
each of the parties listed on the Master Service List on or before 4:30 p.m. CDT, June 30, 2003.
Copies of the Disclosure Statement and the Plan are on file with the Clerk of the Court and may be examined by any creditor
or party-in-interest at any time during regular business hours. A copy of the documents may be obtained by submitting a written
request, together with copying costs, to Bankruptcy Services, Inc. In addition, the Disclosure Statement and Plan are available from
the following website: http://cms.alixpartners.com.
OBJECTIONS NOT IN COMPLIANCE WITH THIS ORDER SHALL BE BARRED.
The Hearing may be adjourned from time to time without prior notice to creditors or interested parties, other than the
announcement of the adjourned date by the Court at the Hearing, as it may be continued from time to time.
Dated: St. Louis, Missouri
June 4, 2003
Respectfully submitted,
UNION FINANCIAL SERVICES GROUP, INC., et al.
By:
/s/Gregory D. Willard
Gregory D. Willard, Esq.
BRYAN CAVE LLP
Gregory D. Willard, Esq., #30192, #4707
Lloyd A. Palans, Esq., #22650, #4024
David M. Unseth, Esq., #48086, #88527
Cullen K. Kuhn, Esq., #53151, #110127
One Metropolitan Square
211 North Broadway
Suite 3600 - OSI
St. Louis, Missouri 63102-2750
(314) 259-2000 - Telephone
(314) 259-2020 - Facsimile
Attorneys for Debtors and Debtors-in-Possession
1B26951.04 2
BI0 (Official Form 10) (4/01
UNITED STATES BANKRUPTCY COURT DISTRICT OF PROOF OF CLAIM
Name of Debtor Case Number:
NOTE: This form should not be used to make a claim for an administrative expense arising after the commencement of the
case. A "request" for payment of an administrative expense may be filed pursuant to 11 U.S.C. § 503.
Name of Creditor (The person or other entity to whom the [] Check box if you are aware that anyone else has
debtor owes money or property): filed a proof of claim relating to your claim.
Attach copy of statement giving particulars.
[] Check box if you have never received any notices
Name and address where notices should be sent: from the bankruptcy court in this case.
[] Check box if the address differs from the address
on the envelope sent to you by the court.
Telephone number: THIS SPACE IS FOR COURT USE ONLY
Account or other number by which creditor identifies debtor: ! Check here [] replaces
I
if this claim [] amends a previously filed claim, dated:
1. Basis for Claim
[] Goods sold [] Retiree benefits as defined in 11 U.S.C. § 1114(a)
[] Services performed [] Wages, salaries, and compensation (fill out below)
[] Money loaned
[] Personal injury/wrongful death Your SS #: __
[] Taxes
[] Other Unpaid compensation for services performed
from to
(date) (date)
2. Date debt was incurred: I 3. If court judgment, date obtained:
I
4. Total Amount of Claim at Time Case Filed: $
I fall or part of your claim is secured or entitled to priority, also complete Item 5 or 6 below.
[] Check this box if claim includes interest or other charges in addition to the principal amount of the claim. Attach itemized statement of all interest or additional
char~es.
5. Secured Claim. 6. Unsecured Priority Claim.
[] Check this box if you have an unsecured priority claim
[] Check this box if your claim is secured by collateral (including a right Amount entitled to priority $
of setofO. Specify the priority of the claim:
Brief Description of Collateral: [] Wages, Salaries, or commissions (up to $4,650)* earned within 90 days
before filing of the bankruptcy petition or cessation of the debtor's
[] Real Estate [] Motor Vehicle business, whichever is earlier 11 U.S.C. § 507(a)(3).
[] Contributions to an employee benefit plan 11 U.S.C. § 507(a)(4).
[] Other [] Up to $2,100' of deposits toward purchase, lease, or rental of property or
services for personal, family, or household use I 1 U.S.C. § 507(a)(6).
Value of Collateral: $ [] Alimony, maintenance, or support owed to a spouse, former spouse, or
Amount of arrearage and other charges at time case filed included in child 11 U.S.C. § 507(a)(7).
secured claim, if any: $ [] Taxes or penalties owed to governmental units 11 U.S.C. § 507(a)(8).
[] Other - Specify applicable paragraph of 11 U.S.C. § 507(a). : .
*Amounts are subject to adjustment on 4/1/04 and every 3 years thereafter with
res~vect to cases commenced on or a~fter the date q aqustme, t.
7. Credits: The amount of all payments on this claim has been credited and deducted for the purpose of making this THIS SPACE IS FOR COURT USE ONLY
proof of el aim.
8. Supporting Documents: Attach copies of supportmg documents, such as promissory notes, purchase orders,
invoices, itemized statements of running accounts, contracts, court judgments, mortgages, security agreements, and evidence
of perfection of lien. DO NOT SEND ORIGINAL DOCUMENTS. If documents are not available, explain. If the documents
are voluminous, attach a summary.
9. Date-Stamped Copy: To receive an acknowledgment of the filing of your claim, enclose a stamped, self-
addressed envelo[~e and copy of this proof of claim.
Date Sign and print the name and title, if any, of the creditor or other person authorized to file this claim
(attach copy of power of attorney, if any):
Penalry~for[~resentingfraudulent claim: Fine ofuF~ to $500,000 or im[~risonment for up to 5 years, or both. 18 U.S.C. §§ 152 and 3571.
1'629318
BI0 (Official Form 10) (4/98) (Reverse)
INSTRUCTIONS FOR PROOF OF CLAIM FORM
The instructions and definitions below are general explanations of the law. In particular types of cases or circumstances, such as bankruptcy cases that are not filed
voluntarily by a debtor, there may be exceptions to these general rules.
Debtor
The person, corporation, or other entity that has filed a
bankruptcy case is called the debtor.
Creditor
A creditor is any person, corporation, or other entity to
whom the debtor owed a debt on the date that the
bankruptcy case was filed.
Proof of Claim
A form telling the bankruptcy court how much the
debtor owed a creditor at the time the bankruptcy case
was filed (the amount of the creditor's claim). This
form must be filed with the clerk of the bankruptcy
court where tile bankruptcy case was filed.
- DEFINITIONS -
Secured Claim
A claim is a secured claim to the extent that the
creditor has a lien on the property of the debtor
(collateral) that gives the creditor the right to be paid
from that property before creditors who do not have
liens on tile property.
Examples of liens are a mortgage on real estate and a
security interest in a car, truck, boat, television set, or
other item of property. A lien may have been obtained
through a court proceeding before a bankruptcy case
began; in some states a court judgment is a lien. In
addition, to the extent a creditor also owes money to
the debtor (has a right of setofl), the creditor's claim
may be a secured claim. (See also Unsecured Claim.)
Unsecured Claim
Ifa claim is not a secured claim it is an unsecured
claim. A claim may be partly secured and partly
unsecured if the properly on which a creditor has a
lien is not worth enough to pay the creditor in full.
Unsecured Priority Claim
Certain types of unsecured claims are given priority,
so they are to be paid in bankruptcy cases before most
other unsecured claims (if there is sufficient money or
property available to pay these claims). The most
common types of priority claims are listed on the
proof of claim form. Unsecured claims that are not
specifically given priority status by the bankruptcy
laws are classified as Unsecured Nonpriority Claims.
ITEMS TO BE COMPLETED IN PROOF OF CLAIM FORM (IF NOT ALREADY FILLED IN)
Court, Name of Debtor, and Case Number:
Fill in the name of the federal judicial district where the
bankruptcy case was filed (for example, Central District of
California), the name of the debtor in the bankruptcy case, and the
bankruptcy case number. If you received a notice of the case fi.om
the court, all of this information is near the top of the notice.
Information about Creditor:
Complete the section giving the name, address, and telephone
number of the creditor to whom the debtor owes money or
property, and the debtor's account number, if any. If anyone else
has already filed a proof of claim relating to this debt, if you never
received notices from the bankruptcy court about this case, if your
address differs fi.om that to which the court sent notice, or if this
proof of claim replaces or changes a proof of claim that was
already filed, check the appropriate box on the form.
1. Basis for Claim:
Check the type of debt for which the proof of claim is being filed.
If the type of debt is not listed, check "Other" and briefly describe
the type of debt. If you were an employee of the debtor, fill in your
social security number and the dates of work for which you were
not paid.
2. Date Debt Incurred:
Fill in the date when the debt first was owed by the debtor.
3. Court Judgments:
If you have a court judgment for this debt, state the date the court
'entered the judgment.
4. Total Amount of Claim at Time Case Filed:
Fill in the total amount of the entire claim. If interest or other
charges in addition to the principal amount of the claim are
included, check the appropriate place on the form and attach an
itemization of the interest and charges.
5. Secured Claim:
Check the appropriate place if the claim is a secured claim. You
must state the type and value of property that is collateral for the
claim, attach copies of the documentation of your lien, and state
the amount past due on the claim as of the date the bankruptcy
case was filed. A claim may be partly secured and partly
unsecured. (See DEFINITIONS, above).
6. Unsecured Priority Claim:
Check the appropriate place if you have an unsecured priority
claim, and state the amount entitled to priority. (See
DEFINITIONS, above). A claim may be partly priority and partly
nonpriority, if, for example, the claim is for more than the amount
given priority by the law. Check the appropriate place to specify
the type of priority claim.
7. Credits:
By signing this proof of claim, you are stating under oath that in
calculating the amount of your claim you have given the debtor
credit for all payments received from the debtor.
8. Supporting Documents:
You must attach to this proof of claim form copies of documents
that show the debtor owes the debt claimed or, if the documents
are too lengthy, a summary of those documents. If documents are
not available, you must attach an explanation of why they are not
available.
Union Financial Services Group, Inc., et al.
c/o AlixPartners, LLC
2100 McKinney Avenue, Suite 800
Dallas, TX 75201
PRO8ATE COURT
REGISTER OF WILLS,
CARLISLE PA 17018
COURTHOUSE
SOUARE,,CU
IN THE UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSODRI
EASTERN DIVISION
IN THE MATTER OF:
UNION FINANCIAL SERVICES GROUP, INC.
OUTSOURCING SOLUTIONS INC.,
RWC CONSULTING GROUP, LLC,
GREYSTONE BUSINESS GROUP, LLC,
COAST TO COAST CONSULTING, LLC,
PAE LEASING, LLC,
PACIFIC SOFTWARE CONSULTING, LLC,
UNIVERSITY ACCOUNTING SERVICE, LLC,
NORTH SHORE AGENCY, INC.,
OSI PORTFOLIO SERVICES, INC.,
PERIMETER CREDIT L.L.C.,
GULF STATE CREDIT, L.L.C.,
OSI SUPPORT SERVICES, INC.,
OSI COLLECTION SERVICES, INC.,
JENNIFER LOOMIS & ASSOCIATES, INC.,
ASSET RECOVERY & MANAGEMENT CORP.,
GRABLE, GREINER & WOLFF, INC.,
INDIANA MUTUAL CREDIT ASSOCIATION, INC.,
QUALINK, INC.,
PROFESSIONAL RECOVERIES INC.,
PAYCO AMERICAN INTERNATIONAL CORP.,
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD.,
THE UNION CORPORATION,
OSI OUTSOURCING SERVICES, INC.,
TRANSWORLD SYSTEMS INC.,
AMERICAN RECOVERY COMPANY, INCORPORATED,
C.S.N. CORP.,
GENERAL CONNECTOR CORPORATION,
U.C.O. - M.B.A. CORPORATION,
UCO PROPERTIES, INCORPORATED,
UNION-SPECIALTY STEEL CASTING CORPORATION,
Debtors.
In Proceedings Under Chapter 11
)
)
) Case No. 03-45870-399
) Case No. 03-46349-399
) Case No. 03-46352-399
) Case No. 03-46337-399
) Case No. 03-46336-399
) Case No. 03-46334-399
) Case No. 03-46347-399
) Case No. 03-46346-399
) Case No. 03-46343-399
) Case No. 03-46342-399
) Case No. 03-46339-399
) Case No. 03-46332-399
) Case No. 03-46330-399
) Case No. 03-46327-399
) Case No. 03-46325-399
) Case No. 03-46323-399
) Case No. 03-46354-399
) Case No. 03-46353-399
) Case No. 03-46350-399
) Case No. 03-46348-399
) Case No. 03-46345-399
) Case No. 03-46344-399
) Case No. 03-46324-399
) Case No. 03-46326-399
) Case No. 03-46329-399
) Case No. 03-46331-399
) Case No. 03-46333-399
) Case No. 03-46335-399
) Case No. 03-46338-399
) Case No. 03-46340-399
) Case No. 03-46341-399
)
)
)
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
THIRD AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Dated: July 31, 2003
1630814.8
BRYAN CAVE LLP
Gregory D. Willard, Esq. #30192, ~4707
Lloyd A. Palans, Esq. #22650, g4024
Cullen K. Kulm, Esq. #53151, #110127
211 N. Broadway
Suite 3600-OSI
St. Louis, MO 63102-2750
Tel: (314) 259-2000
Fax: (314) 259-2020
Counsel for the Debtors and Debtors in Possession
II.
TABLE OF CONTENTS
Page
Introduction ...................................................................................................................................... 1
A. Plan Def'med Terms ............................................................................................................ 1
B. Rules of Interpretation, Computation of Time and Governing Law ................................. 12
C. Exhibits ............................................................................................................................. 12
Classification and Treatment of Claim.q and Interests ................................................................... 13
A. Summary ........................................................................................................................... 13
1. Non-Union Debtors: Summary of Classification and Treatment of
Claims and Interests ............................................................................................. 13
2. The Union Debtors: Summary of Classification and Treatment of Claims
and Interests ......................................................................................................... 18
B. Administrative Ciaim.q ...................................................................................................... 19
1. Non-Union Debtors .............................................................................................. 19
2. Union Debtors ...................................................................................................... 20
Priority Tax Claim.~ ........................................................................................................... 20
1. Non-Union Debtors .............................................................................................. 20
2. Union Debtors ...................................................................................................... 20
Classification, Treatment and Voting for Non-Union Debtors ......................................... 20
2.
3.
4.
5.
6.
7.
8.
9.
Class lA - DIP Claims ......................................................................................... 20
Class 2A - Priority Non-Tax Claims .................................................................... 21
Class 3A - Senior Secured Lender Claims ........................................................... 21
Class 4A - Other Secured Claims ........................................................................ 21
Class 5A - General Unsecured Claims ................................................................. 22
Class 6A - Senior Subordinated Noteholdcr Claimq ............................................ 22
Class 7A - Preferred Stock Interests .................................................................... 23
Class 8A - Common Stock Interests .................................................................... 23
Class 9A - Intercompany Claims ......................................................................... 23
III.
Paee
Do
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
10. Class 10A - Other Securities Claims ................................................................... 23
E. Classification, Treatment and Voting for The Union Debtors .......................................... 24
1. Cia.ss lB - DIP Claims ......................................................................................... 24
2. Class 2B - Priority Non-Tax Claims .................................................................... 24
3. Class 3B - Senior Secured Lender Claims ........................................................... 24
4. Class 5B - General Unsecured Claims ................................................................. 24
5. Class 6B - Senior Subordinated Noteholder Claims ............................................ 25
6. Class 8B - Common Stock Interests .................................................................... 25
7. Class 9B - Intercompany Claims ......................................................................... 25
8. Class 10B - Other Securities Claims .................................................................... 25
Means for Implementation ............................................................................................................. 26
A. Initial Entity Formation and Conversion .......................................................................... 26
B. Issuance of Newco Securities and Assumption of Debt; Transfer of Assets to
Newco ............................................................................................................................... 26
C. Distribution of Newco Interests by Old OSI and Union LLC and Newco Debt;
Satisfaction and Cancellation of Existing Securities and Debt. ........................................ 27
Vesting of.assets in Newco .............................................................................................. 27
Transfer to and Vesting of Assets in Union Trust ............................................................ 28
Conversion and Renaming of Old OSI ............................................................................. 28
Issuance of Newco Interests ......... 2 .................................................................................... 28
Corporate Existence after the Effective Date .................................................................... 28
Corporate Governance, Directors, Officers and Corporate Action ................................... 29
Effectuating Documents and Further Transactions ........................................................... 30
Management Incentive Plans ............................................................................................ 30
Exemption from Transfer Taxes ....................................................................................... 30
Exemption from Registration ............................................................................................ 31
Liability for Plan Payments .............................................................................................. 31
Pa~e
O. Lender Contribution of DIP Funds to Fund Distributions to Certain Allowed
Claims in Class 5A ........................................................................................................... 31
P. Beneficial Interests in the Union Trust ............................................................................. 31
Acceptance or Rejection of the Plan .............................................................................................. 31
A. Classes Entitled to Vote .................................................................................................... 31
B. Classes Deemed to Reject ................................................................................................. 31
C. Acceptance by Impaired Classes ...................................................................................... 31
D. Cramdown ......................................................................................................................... 32
Procedures For Resolving Disputed Claims .................................................................................. 32
A. Characterization of Disputed Claims ................................................................................ 32
B. Deadline for Filing Administrative Claim~ of Non-Professionals .................................... 32
C. Deadline for Filing Administrative Expense Claims for Professionals ............................ 32
D. Prosecution of Objections to Claims and Equity Interests ................................................ 32
E. Estimation of Claimq ........................................................................................................ 32
F. Payments and Distributions on Disputed Claims .............................................................. 33
G. Objections to Fully Impaired Claims ................................................................................ 33
Provisions Governing Distributions ............................................................................................... 33
ho
Do
E.
F.
G.
H.
Distributions for Claims Allowed as of the Effective Date .............................................. 33
Interest on Claims ............................................................................................................. 33
Delivery of Distributions by Newco, the Reorganized Subsidiaries and the Union
Trust .................................................................................................................................. 34
Record Date for Distributions ........................................................................................... 34
Means of Cash Payment ................................................................................................... 34
Withholding and Reporting Requirements ....................................................................... 35
SetotEs and Reeoupments .................................................................................................. 35
Surrender of Existing Insmmaents or Securities ............................................................... 35
1. Existing Subordinated Notes and Subordinated Note Guaranties ....................... 36
ooo
III
Xo
Pa~e
2. Failure to Surrender Insu'uments ......................................................................... 36
I. Lost, Stolen, Mutilated or Destroyed Securities and Guaranties ...................................... 36
J. Fractional Shares ............................................................................................................... 36
Union Trust .................................................................................................................................... 36
A. Generally ........................................................................................................................... 36
B. Purpose of the Union Trust ............................................................................................... 36
C. Combination of Union Debtors With and Into Union Trust ............................................. 37
D. Distribution - Withholding ................................................................................................ 37
E. Union Trust Implementation ............................................................................................. 37
Treatment of Executory Contracts and Unexpired Leases ............................................................. 38
A. Assumption of Executory Contracts and Unexpired Leases ............................................. 38
B. Cure of Defaults of Assumed Executory Contracts and Unexpired Leases ...................... 38
C. Claims Based on Rejection of Executory Contracts ......................................................... 38
D. Compensation and Benefit Programs ................................................................................ 39
E. Directors and Officers ....................................................................................................... 39
Confu-mation and Consummation of the Plan ................................................................................ 40
A. Conditions Precedent to Confumation .............................................................................. 40
B. Conditions Precedent to Effective Date ............................................................................ 40
C. Waiver of Conditions ........................................................................................................ 4 !
D. Effect of Conditions .......................................................................................................... 41
Effect of Plan Confu'mation .................................... 42
A. Binding Effect ................................................................................................................... 42
B. Discharge of Claims and Termination of Interests ........................................................... 42
C. Injunction .......................................................................................................................... 42
D. Releases ............................................................................................................................ 43
1. Releases by the Debtors ....................................................................................... 43
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Pa~,e
2. Releases by Holders of Claims and Interests ....................................................... 43
E. Indemnification and Fees .................................................................................................. 44
F. Exculpation and Limitation of Liability ........................................................................... 44
G. Injunction Related to Releases and Exculpation ............................................................... 45
H. Preservation of Rights of Action and Settlement of Causes of Action ............................. 45
1. Preservation of Rights of Action ......................................................................... 45
2. Settlement of Causes of Action ........................................................................... 45
Retention of Jurisdiction ................................................................................................................ 46
A. Retention of Jurisdiction ................................................................................................... 46
Miscellaneous Provisions ............................................................................................................... 47
Ao
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
Payment of Statutory Fees ................................................................................................ 47
Amendment or Modification of the Plan .......................................................................... 47
Invalidity of Plan Provisions ............................................................................................. 47
Successors and Assigns .................................................................................................... 48
Plan Supplement ............................................................................................................... 48
Dissolution of Statutory Committees ................................................................................ 48
Notices .............................................................................................................................. 48
Governing Law ................................................................................................................. 48
Tax Liability ..................................................................................................................... 48
Saturday, Sunday or Legal Holiday .................................................................................. 49
Schedules .......................................................................................................................... 49
Jurisdiction over Newco and Reorganized Subsidiaries ................................................... 49
Filing of Additional Documents ....................................................................................... 49
THIRD AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Union Financial Services, Inc. and its 30 related affiliates, as debtors and debtors in possession,
propose the following joint chapter 11 plan of reorganization pursuant to section 1121(a) of title 11 of the
United States Code:
I. Introduction
A. Plan Defined Terms. Unless the context otherwise requires, the terms specified below
have the following meanings (such meanings to be applicable equally to both the singular and plural
unless otherwise noted):
1. Administrative Bar Date means the last date for filing proofs of claim by non-
Professionals relating to any Administrative Claim, which date shall be 30 days after the Confirmation
Date.
2. Administrative Claim means a Claim entitled to priority pursuant to
section 507(a)(1) of the Bankruptcy Code, including, but not limited to: (a) any actual, necessary costs
and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the
Debtors (such as wages, salaries, commissions for services, and payments for inventories, leased
equipment, and premises) and Claims of governmental units for taxes (including tax audit Claims related
to tax years commencing after the Petition Date, but excluding Claims relating to tax periods, or portions
thereof, ending on or before the Petition Date); Co) compensation for legal, financial, advisory, accounting
and other services and reimbursement of expenses Allowed by the Bankruptcy Court under section 330,
331,503Co) or 1103 of the Bankxuptcy Code to the extent incurred prior to the Effective Date; and (c) all
fees and charges assessed against the Estates under section 1930, chapter 123 of title 28 of the
United States Code.
3. Administrator means the administrator of the Union Trust, which is a limited-
purpose Delaware corporation formed in connection with the effectiveness of the Plan, the sole powers of
which are to (i) maintain records of the identity of the beneficiaries of the Union Trust, (ii) sell or transfer
property held by the Union Trust and make distributions, if any, to the Union Trust beneficiaries, and (iii)
to act as a member of the Old OSI LLC, it being understood that the Administrator will not have the
corporate power or the resources to perform any other duties with respect to the Union Trust or the
properties it holds.
4. Administrator Holdco is the Delaware corporation newly formed in connection
with the effectiveness of the Plan as a wholly-owned subsidiary of Newco and (i) the sole stockholder of
the Administrator and (ii) a member of Old OSI LLC.
5. Affiliate means any Person that is an "affiliate" of any of the Debtors within the
meaning of section 101(2) of the Bankruptcy Code.
6. Allowed means, when used in reference to a Claim or Interest, a Claim or Interest
that is not subject to any setoffs or defenses that may exist in favor of the Debtors under applicable non-
bankruptcy law, with a right to seek a determination of such dispute. To the extent any Claim or Interest
to be Allowed becomes Allowed as a result of a Final Order, such Claim or Interest shall be deemed to be
Allowed only as of the date that such order becomes a Final Order.
7. Allowed Administrative Claim, Allowed Claim, or Allowed Interest means an
Administrative Claim, Claim, or Interest, as the case may be, that is Allowed or deemed Allowed
pursuant to the Plan or sections 502, 503, or 1111 of the Bankruptcy Code.
8. Ballot means each of the ballot forms distributed to each Holder of an Impaired
Claim or Impaired Interest on which the Holder is to indicate acceptance or rejection of this Plan.
9. Bankruptcy Code means title 11 of the United States Code, as amended from
time to time, as applicable to the Chapter 11 Cases.
10. Bankruptcy Court means the United States Bankruptcy Court for the Eastern
District of Missouri, Eastern Division, or such other court having jurisdiction over the Chapter 11 Cases
or any proceeding within~ or appeal of an order entered in, the Chapter 11 Cases.
11. Bankruptcy Rules mean the Federal Rules of Bankruptcy Procedure, as amended
from time to time, as applicable to the Chapter 11 Cases, including the local rtfles of the Bankruptcy
Court, if any.
12. Bar Date means the last date for filing proofs of claim relating to any non-
Administrative Claim as set forth in the Bar Date Order.
13. Bar Date Order means Standing Order No. 3 of the Bankruptcy Court - Setting
Claima Bar Date, Establishing Claima Processing and Objection Procedure and Establishing Claims
Estimation Procedures Pursuant to 11 U.S.C. § 502.
14. Business Day means any day on which commercial banks are open for business
and not authorized to close, in the City of New York.
15. Cash means legal tender of the United States of America and equivalents thereof
in any form of payment including checks, drafts and wire transfers.
16. Causes of Action mean all Claims, actions, chooses in action, causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
con~oversies, agreements, promises, variances, trespasses, damages, judgments, third-party claims,
counterclaims and cross claims (including, but not limited to, all claims in any avoidance, recovery,
subordination or other actions against Insiders and/or any other Persons under the Bankruptcy Code,
including sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code) of
the Debtors, the Debtors in Possession and/or the Estates (including, but not limited to, those actions
listed in the Disclosure Statement and the Plan Supplement) that are or may be pending on the Effective
Date or instituted by Newco, the Reorganized Subsidiaries or the Union Trust, after the Effective Date
against any Person based on law or equity, including, but not limited to, under the Bankruptcy Code,
whether direct, indirect, derivative, or otherwise and whether asserted or nn~sserted, known or unknown.
17. Chapter 11 Cases mean the cases under chapter 11 of the Bankruptcy Code
commenced by the Debtors in the Bankruptcy Court.
18. Claim .means a "claim" as defined in section 101(5) of the Bankruptcy Code.
19.
Article H. hereof.
Class means a category of Holders of Claims or Interests, as described in
20. Class 1.4 Debt Consideration means the interests of the New Senior Secured
Lenders under the New Credit Agreement distributable to Class lA under this Plan on account of their
DIP Claims against the Non-Union Debtors.
21. Class lB Debt Consideration means the interests of the New Senior Secured
Lenders under the New Credit Agreement distributable to Class lB under this Plan on account of their
DIP Claims against the Union Debtors.
22. Class 3,4 Debt Consideration means the interests of the New Senior Secured
Lenders under the New Credit Agreement distributable to Class 3A under this Plan on account of their
Senior Secured Lender Claims against the Non-Union Debtors.
23. Class 3B Debt Consideration means the interests of the New Senior Secured
Lenders under the New Credit Agreement distributable to Class 3B under this Plan on account of their
Senior Secured Lender Claims against the Union Debtors.
24. Committee means any committee appointed in the Chapter 11 Cases pursuant to
section 1102 of the Bankruptcy Code.
25. Common Stock Interest means any Allowed equity interest in Old OSI evidenced
by the Existing Common Stock, including options and warrants to acquire Existing Common Stock, and
any Claim with respect thereto.
26.
Debtor Subsidiaries.
Company means, collectively, Old OSI, the Filing Subsidiaries and the Non-
27. Confirmation Date means the date on which the clerk of the Bankruptcy Court
enters the Confirmation Order on the docket of the Bankruptcy Court.
28. Confirmation Hearing means the hearing held by the Bankruptcy Court to
consider confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may
be adjourned or continued from time to time.
29. Confirmation Order means the order of the Bankruptcy Court confirming the
Plan pursuant to section 1129 of the Bankruptcy Code.
30. Consenting Lenders means each of the Senior Secured Lenders who are
signatories to the Lock-Up Agreement and any transferees or assignees thereof.
31. Critical Business Claims means those certain General Unsecured Claims of trade
vendors which the Debtors and FTI, on behalf of the Senior Secured Lenders and the DIP Lenders, deem
critical to the future operations of Newco's and the Reorganized Subsidiaries' businesses to be treated
under the Plan as outlined in Article II.D.5. of the Plan.
32. CSFB means Credit Suisse First Boston.
33. Debt Consideration means the Class lA Debt Consideration, Class 3A Debt
Consideration, Class lB Debt Consideration and Class 3B Debt Consideration.
34. Debtors mean the following entities who filed chapter 11 petitions: Old OSI,
RWC Consulting Group, LLC, Greystone Business Group, LLC, Coast to Coast Consulting, LLC, PAE
Leasing, LLC, Pacific Software Consulting, LLC, University Accounting Service, LLC, North Shore
Agency, Inc., OSI Portfolio Services, Inc., Perimeter Credit, L.L.C., Gulf State Credit, L.L.C., OSI
3
Support Services, Inc., OSI Collection Services, Inc., Jennifer Loomis & Associates, Inc., Asset Recovery
& Management Corp., Grable, Greiner & Wolff, Inc., Indiana Mutual Credit Association, Inc., Qualinlq
Inc., Professional Recoveries Inc., Payco American International Corp., OSI Outsourcing Services,
International, Ltd., The Union Corporation, OSI Outsourcing Services, Inc., Transworld Systems Inc.,
Union Financial Services Group, Inc., American Recovery Company, Incorporated, C.S.N. Corp.,
General Connector Corporation, U.C.O. - M.B.A. Corporation, UCO Properties, Incorporated and Union-
Specialty Steel Casting Corporation.
35. Debtors in Possession mean the Debtors in their capacity as debtors in possession
in the Chapter 11 Cases pursuant to sections 1101, 1107(a) and 1108 of the Bankruptcy Code.
36. Debtors' Utilities Motion means the Debtors' Motion for Order Under 11 U.S.C.
§§ 105(a) and 366 (A) Prohibiting Utilities from Discontinuing, Altering or Refusing Services, and (B)
Establishing Procedure for Determining Adequate Assurance Payment, filed on May 12, 2003.
37. De Minimis Claims means those certain General Unsecured Claims of creditors,
as determined by the Debtors and FTI on behalf of the Senior Secured Lenders and the DIP Lenders, in an
amount of less than $5,000 to be Ireated under the Plan as outlined in Article II.D.5. of the Plan.
38. DIP Claims means all Claims arising under the DIP Facility.
39. DIP Credit Agreement means the Revolving Credit and Guarantee Agreement,
dated as of May 13, 2003, among the Debtors, the DIP Lenders, CSFB, as the managing agent, the lead
arranger and the sole book tnmning manager, and Fleet National Bank, as the administrative agent, as
amended, supplemented, amended and restated or otherwise modified and the other loan documents
executed in connection therewith.
Agreement.
40.
DIP Facility means the lending facility established under the DIP Credit
41. DIP Funds means, as of any date, the sum of (1) funds on deposit in the
Administrative Agent Segregated Account (as def'med in the Forbearance Agreement), the Interest
Account (as defined in the DIP Credit Agreement) and the Mandatory Payment Account (as defined in the
DIP Credit Agreement), and (2) the amount of loans outstanding under the DIP Facility to be contributed
by the DIP Lenders to Newco in accordance with the terms hereof and the DIP Credit Agreement.
Facility.
42.
DIP Lenders means the Senior Secured Lenders deemed to be party to the DIP
43. DIP Term Sheet means the Outsourcing Solutions Inc. $22,120,650 DIP
Financing Facility Summary of Terms and Conditions, dated April 30, 2003, attached as Exhibit B to the
Lock-Up Agreement.
44. Disclosure Statement means that certain disclosure statement, as amended,
supplemented or otherwise modified, from time to time, relating to the Plan, including, without limitation,
any exhibits and schedules thereto, that is prepared and distributed in accordance with the Bankruptcy
Code, Bankruptcy Rules and other applicable law.
45. Disputed means, with respect to any Claim or Interest, any Claim or Interest:
(a) listed on the Schedules as liquidated, disputed or contingent; Co) as to which the Debtors or any other
party in interest has interposed a timely objection or request for estimation in accordance with the
Bankruptcy Code and the Bankruptcy Rules or is otherwise disputed by the Debtors in accordance with
4
applicable law, which objection, request for estimation or dispute has not been settled, waived withdrawn
or determined by a Final Order; or (c) during the period prior to the deadline fixed by the Plan or the
Bankruptcy Court for objecting to such Claim or Equity Interest, such Claim or Equity Interest exceeds
the amount listed on the Schedules other than as unliquidated, disputed or contingent.
46. Effective Date means the fLrst Business Day on which each condition specified in
Article IX.B. of the Plan shall have been satisfied or waived.
47. Environmental Claims means those claims for environmental matters relating to
any Debtor that arose, accrued or otherwise relate directly or indirectly to events prior to the Petition
Date, including, without limitation, environmental costs expended prepefition by any entity, whether
governmental or private, and claims by governmental and private entities with respect to postpetifion
cleanup of property (including any site owned or operated at any time by the Union Debtors or the Union
Trust) with respect to releases, discharges, contamination or other events that initially occurred prior to
the Petition Date.
48. Equity Security means (a) a share in a corporation, whether or not denominated
"stock" or security; (b) an interest of a limited partner in a limited partnership; (c) an interest in a general
partnership; (d) a membership interest in a limited liability company; or (e) a warrant, option, or right
(other than a right to consent) to purchase, sell or subscribe to a share, security or interest of the kind
specified in (a), (b), (c), or (d) of this definition.
49. Estates mean the estates of all Debtors in the Chapter 11 Cases created pursuant
to section 541 of the Bankruptcy Code.
50. Existing Class ~1 Senior Preferred Stock means the Class A 14% Senior
Mandatorily Redeemable Preferred Stock of Old OSI.
51. Existing Class B Senior Preferred Stock means the Class B 14% Senior
Mandatorily Redeemable Preferred Stock of Old OSI.
52. Existing Common Stock means collectively the authorized common shares of the
Existing Senior Common Stock, the Existing Voting Common Stock and the Existing Non-Voting
Common Stock.
53. Existing Credit ,dgreement means the Credit Agreement, dated as of
November 30, 1999, among Old OSI, the various financial institutions party thereto, CSFB (as successor
in interest of DLJ Capital Funding, Inc.) as the syndication agent, the lead arranger and the sole book
running manger, Fleet National Bank, as the administrative agent, and Harris Trust and Savings Bank, as
the documentation agent, as amended, supplemented and restated or otherwise modified from time to time
and the other loan docmnents executed in connection therewith.
54. Existing Junior Preferred Stock means the Junior Preferred Stock and the Series
B Junior Preferred Stock of Old OSI.
55. Existing Non-Voting Common Stock means the authorized shares of non-voting
common stock of Old OSI.
56. Existing Options means any option to purchase shares of Existing Common
Stock or Existing Preferred Stock.
57. Existing Preferred Stock means (a) the Existing Class A Senior Preferred Stock,
Co) the Existing Class B Senior Preferred Stock, (c) the Existing Junior Preferred Stock and (d) any other
securities issued or issuable with respect to or in exchange for such Existing Preferred Stock described in
clauses (a), (b) or (c) by way of share exchange, stock dividend, stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other reorganization or pursuant to any
registration agreement applicable thereto or otherwise.
58.
stock of Old OSI.
Existing Senior Common Stock means the authorized shares of senior common
59. Existing Subordinated Notes means the 11% Series B Senior Subordinated Notes
due 2006, issued pursuant to the Indenture.
stock of Old OSI.
Existing Voting Common Stock means the authorized shares of voting common
61. Existing Warrants means any warrants to acquire Existing Common Stock.
62. File, Filed or Filing means file, filed or filing with the Barflcmptcy Court or its
authorized designee in the Chapter 11 Cases.
63. Filing Subsidiary means any Subsidiary of Old OSI that is a Debtor.
64. Final Order means an order that is in effect and is not stayed, and as to which the
time to appeal, petition for certiorari, or move for re, argument or rehearing has expired and as to which no
appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or as
to which any right to appeal, petition for certiorari, reargne, or rehear shall have been waived in writing in
form and substance satisfactory to the Debtors or, in the event that an appeal, writ of certiorari, or
reargument or rehearing thereof has been sought, such order shall have been determined by the highest
court to which such order was appealed, or certiorari, reargnment or reheating shall have been denied and
the time to take any further appeal, petition for certiorari, or move for reargument or rehearing shall have
expired; provided, however, that the possibility that a motion under role 59 or role 60 of the Federal Rules
of Civil Procedure, or any analogous Bankruptcy Rule, or any applicable state court nde of civil
procedure, may have been filed with respect to such order and shall not prevent such order from being a
Final Order.
65. Forbearance Agreement means the Forbearance Agreement and Sixth
Amendment, dated as of October 29, 2002, among the Debtors, the Senior Secured Lenders party thereto,
MDCP, MDSE and SAF (as subsequently amended or otherwise modified from time to time).
66.
financial advisor.
FTI means FTI Consulting in its capacity as the Senior Secured Lenders'
67. General Unsecured Claim means, as outlined in Article H. herein, any Allowed
Claim again.qt any of the Debtors that arose or accrued prior to the Petition Date and is not a DIP Claim,
Senior Secured Lender Claim, Other Secured Claim, Senior Subordinated Noteholder Claim,
Administrative Claim, Priority Tax Claim, Priority Non-Tax Claim, Other Securities Claim or an
Intercompany Claim.
68. Holder means an entity holding a Claim or Interest and, with respect to Senior
Subordinated Noteholder Claims, the beneficial Holder as of the applicable Voting Record Date or any
authorized agent who has completed, executed and delivered a Ballot or on whose behalf a Master Ballot
has been completed, executed and delivered in accordance with the applicable voting instructions.
69. Impaired means, when used in reference to a Claim or Interest, a Claim or
Interest that is "impaired" within the meaning of section 1124 of the Bankruptcy Code.
70. Indenture means the indenture, dated November 6, 1996, governing the Existing
Subordinated Notes, by and among Old OSI, the guarantors pursuant thereto and Wilmington Trust
Company as indenture trustee, as amended and supplemented from time to time.
71. Insider means any Person that is an "insider" of any of the Debtors within the
meaning of section 101(31) of the Bankruptcy Code.
72.
held by a Debtor.
Intercompany Claims mean those Allowed Claims against any of the Debtors
73. Interest means any equity interest including, but not limited to, all issued,
unissued, authorized or outstanding shares of stock or other Equity Security together with any warrants,
options or contractual fights to purchase or acquire such equity interests at any time and all rights arising
with respect thereto and Claims of Holders of Equity Securities may have relating to the purchase, sale or
otherwise that relate to the ownership of the Equity Securities.
74. Lenders Contribution means the result of (a) the DIP Funds less Co) the sum of
the Allowed Critical Business Claims, Allowed Utilities Claims and Allowed De Minimis Claim.q, in each
case subject to the caps set forth in Article H.D.5.b., to be paid from consideration otherwise due the DIP
Lenders and the Senior Secured Lenders, in accordance with the terms hereof.
75. Liquidating Union Assets means the Union Trust, Union LLC, Old OSI LLC, the
Residual Union LLC Assets and any other asset held by the Union Trust, individually or collectively.
76. Lock-Up Agreement means the Lock-Up, Voting and Consent Agreement, dated
April 30, 2003, by and among the Debtors, MDCP and the Consenting Lenders.
77. Majority Consenting Lenders means Consenting Lenders holding in excess of
50% of the aggregate amount of Senior Secured Lender Claims held by the Consenting Lenders.
78. Master Ballot means the ballots distributed to nominees for Holders of record of
the Senior Subordinated Noteholder Claims, as applicable to record the votes, if any, of the beneficial
Holders of such instruments.
79. MDP means Madison Dearborn Partners and its various affiliates and
subsidiaries including, but not limited to, MDCP, IVIDSE and SAF.
partnership.
80.
MDCP means Madison Dearborn Capital Partners llI, L.P., a Delaware limited
81. MDP Investors means the MDP affiliates that purchase the Newco Preferred
Stock upon the Effective Date, or after the conversion of such Newco Preferred Stock, the Newco
Common Stock into which such Newco Preferred Stock was converted.
partnership.
82.
MDSE means Madison Dearborn Special Equity III, L.P., a Delaware limited
83.
permitted assigns.
Merrill Lynch means Merrill Lynch Mortgage Capital Inc. and its successors and
84. ML Conduit means the conduit financing agreement, dated as of May 9, 2003,
among Portfolio Acquisitions, LLC (as borrower), OSI Portfolio Services, Inc. (as seller), the Company,
and Men-ill Lynch (as a lender) to effectuate the purchase of portfolios by Newco, the Reorganized
Subsidiaries or any Non-Debtor Subsidiaries or Affiliates, containing terms and conditions generally
consistent with those set forth ia the Summary Term Sheet.
85. New Credit dgreement means the Credit Agreement, dated as of the Effective
Date, among Newco, the New Senior Secured Lenders, the varions other financial institutions that
become party thereto and CSFB, as administrative agent, syndication agent, lead arranger and sole book
running manager, as amended, supplemented, restated or otherwise modified from time to time,
containing terms and conditions generally consistent with those set forth ia the Summary Term Sheet.
86. New Management Equity Incentive Program means that certain bonus and
incentive program established by the Board of Directors of Newco for certain of its management on the
terms and conditions generally consistent with those set forth in the Summary Term Sheet and as may be
more fully set forth in the Plan Supplement.
87. New Obligations means the obligations of Newco under the New Credit
Agreement in the aggregate principal amount of $175,000,000.
88.
Credit Agreement).
New Senior Secured Lenders means the "Secured Parties" (as defined ia the New
89. Newco means Senior Secured Lender Receiving Corp., the new corporation to be
incorporated under the laws of the State of Delaware as outlined ia Article ~I.A. herein.
herein.
90.
Newco Board means the board of directors of Newco as outlined in Article III.I.
91. Newco By-Laws means the by-laws of Newco, containing terms and conditions
generally consistent with those set forth in the Summary Term Sheet and substantially ia the form to be
contained in the Plan Supplement.
92. Newco Charter means the Certificate of Incorporation of Newco, containing
terms generally consistent with those set forth ia the Summary Term Sheet and substantially ia the form
as may be contained in the Plan Supplement.
93. Newco Common Stock means the authorized common shares of stock to be issued
by Newco with terms, rights and privileges generally consistent with those set forth ia the Summary Term
Sheet and Article III.B. and as may be more fully set forth in the Plan Supplement.
94. Newco Preferred Stock means the convertible, redeemable preferred stock to be
issued on the Effective Date by Newco with terms, rights and privileges generally consistent with those
set forth in the Summary Term Sheet and Article IH.G. and as may be more fully set forth ia the Plan
Supplement.
95. Newco Warrants means the warrants to be issued by Newco to purchase Newco
Common Stock with terms, rights and privileges generally consistent with those set forth in the Summary
Term Sheet and Article III.B. and as may be more fully set forth in the Plan Supplement.
96. Non-Debtor Subsidiary or Affiliate means any Subsidiary or Affiliate of the
Debtors that is not a Debtor.
97. Non-Residual Union LLC Assets means the stock held by Union in OSI Support
Services, Inc., OSI Outsourcing Services, Inc. and Transworld Systems Inc. prior to the Effective Date.
98. Non-Union Debtors means all Debtors other than the Union Debtors.
99. Non-Union LLC Assets means all of Old OSI's assets, tangible or intangible
(including all of its interests in the name "Outsoureing Solutions Inc." and derivatives thereof and all of
its books, records, rights and privileges) of any kind or nature whatsoever, other than any Equity
Securities issued by or Interests in Union or Union LLC.
100. Notice Agent means AlixPartners, LLC.
101. OM OSI means Outsourcing Solutions Inc. as it exists prior to the Effective Date.
102. Old OSI LLC means Old OSI as renamed and converted into a Delaware limited
liability company of which the two members shall be Administrator Holdco and Administrator as outlined
in Article IH.F. herein.
103. Old OSI Share means that certain percentage of the Newco Common Stock and
all of the Newco Warrants held by Old OSI as outlined in Article HI.B. of the Plan.
104. Other Secured Claim means a Secured Claim other than the DIP Claims or the
Senior Secured Lender Claims.
105. Other Securities Claims means (a) any Interests, including but not limited to, any
warrants, options, conversion privileges or contract rights to purchase or acquire any Equity Securities of
Debtors at any time and (b) any Claims, obligations, rights, suits, damages, causes of action, remedies,
and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, currently existing or
hereafter arising, in law, equity or otherwise arising from rescission of a purchase or sale of a security of
Debtors (including the Existing Subordinated Notes, Existing Preferred Stock and Existing Common
Stock), for damages arising from the purchase, sale or holding of such securities, or for reimbursement,
indemnification (except as set forth in Article X.E. herein) or contribution allowed under section 502 of
the Bankruptcy Code on account of such Claim.
106. Person means a "person" as defined in section 101(41) of the Bankruptcy Code.
107. Petition Date means May 12, 2003, the date on which the Debtors (other than
Union Financial Services Group, Inc.) commenced the Chapter 11 Cases.
108. Plan means this third amended joint chapter 11 plan of reorganization, including
the Plan Supplement and all supplements, appendices, exhibits and schedules thereto, including, without
limitation, the Summary Term Sheet, in each case as it may be altered, amended, restated, modified or
replaced from time to time.
109. Plan Supplement means the compilation of documents and form of documents
specified in this Plan to be Filed as set forth in Article XII.E. hereof as such may be altered, amended,
restated, modified or replaced from time to time.
110. Plan Term Sheet means the Plan Structure Summary attached as Annex I to the
Summary Term Sheet.
111. Preferred Stock Interests means any Allowed equity interest in Old OSI
evidenced by the Existing Preferred Stock and any Claim with respect thereto.
112. Priority Non-Tax Claim means any Claim, other than an Administrative Claim or
a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
113. Priority Tax Claim means any unsecured tax Claim held by a governmental unit
entitled to a priority in right of payment under section 507(a)(8) of the Bankruptcy Code.
114. Pro Rata Share means (a) with respect to any Claim, a proportionate share, so
that the ratio of the consideration distributed on account of an Allowed Claim in a Class to the
consideration distributed on account of all Allowed Claim.q in such Class is the same as the ratio such
Claim bears to the total amount of all Allowed Claim.q (plus Disputed Claims until disallowed) in such
Class, and (b) with respect to any Interest, a proportionate share, so that the ratio of the consideration
distributed on account of an Allowed Interest in a Class of Interests to the consideration distributed on
account of all Allowed Interests in such Class is the same as the ratio such Interest bears to the total
amount of all Allowed Interests (plus Disputed Interests until disallowed) in such Class.
115. Professional means, including, without limitation, (a) Bryan Cave LLP, The
Recovery Group, PrieewaterhouseCoopers LLP, Johnson & Colrnar, and AlixParmers, (b)any other
professional employed in the Chapter 11 Cases pursuant to section 327 or 1103 of the Bankruptcy Code
or otherwise or (c) any professional or other entity seeking compensation or reimbursement expenses in
connection with the Chapter 11 Cases pursuant to section 503(b)(4) of the Bankruptcy Code.
116. Record Date means the day that is five Business Days after the date the
Bankruptcy Court enters the ConfLrmation Order.
117. Rejection Claim has the meaning specified in VIH.C.
118. Reorganized Subsidiary means, in the singular, any of Newco's subsidiaries and,
in the plural, all of Newco's subsidiaries; provided that the Union Trust, the Admini.qtrator, Union LLC,
Old OSI LLC and the Residual Union LLC Assets and any other asset held by the Union Trust, shall not
be considered "Reorganized Subsidiaries," individually or collectively.
119. Residual Union LLC Assets means all of the assets of the Union Debtors, other
than the stock held by Union in OSI Support Services, Inc., OSI Outsourcing Services, Inc. and
Transworld Systems Inc., prior to the Effective Date.
120. SAF means Special Advisors Fund I, L.P., a Delaware limited partnership.
121. Schedules (and, with a correlative meaning, Scheduled) mean the schedules of
assets and liabilities and the statements of financial affairs, if any, Filed by the Debtors pursuant to
section 521 of the Bankruptcy Code and the Bankruptcy Rules, as such Schedules have been or may be
further modified, amended or supplemented in accordance with Bankruptcy Rule 1009 or orders of the
Bankruptcy Court.
122. Secured Claim means an Allowed Claim that was secured prepetition by a lien on
property in which the Estate of any Debtor has an interest or that is subject to setoff under section 553 of
the Bankruptcy Code, to the extent of the value of the Claim Holder's interest in the Estate's interest in
such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to
section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy
Code. A Claim that meets this definition but which exceeds the value of the Claim Holder's Interest in
10
the Estate's interest in the applicable property, or which exceeds the amount subject to setoff, as
applicable, shall be a General Unsecured Claim to such extent.
123. Seller Note means the $5.0 million 18% note due September 29, 2003, with
respect to the purchase of RWC Consulting Group.
124. Senior Secured Lenders means the "Secured Parties" (as defined in the Existing
Credit Agreement).
125. Senior Secured Lender Claims means any and all Claimq of the Senior Secured
Lenders arising under the Existing Credit Agreement or another "Loan Document" (as defined in the
Existing Credit Agreement).
Notes.
126. Senior Subordinated Noteholders means the holders of Existing Subordinated
127. Senior Subordinated Noteholder Claims means any and all Allowed Claims
arising from or related to the Existing Subordinated Notes or the purchase and sale thereof.
128. Shareholders Agreement means an agreement by and among the holders of the
Newco Common Stock, Newco Preferred Stock and guarantors.
129. Subordinated Note Guaranty shall be that certain guaranty issued by each Filing
Subsidiary to the Holders of the Existing Subordinated Notes to guaranty the Debtors' obligations under
the Existing Subordinated Notes.
130. Subsidiary means any corporation or limited liability company in which Old OSI
owns or controls, directly or indirectly, at least a 50% voting equity interest.
131. Summary Term Sheet means the Restructure of Existing Capital Structure
Summary Term Sheet, dated April 30, 2003, attached as Exhibit A to the Lock Up Agreement provided to
the Bankruptcy Court and incorporated hereby and made a part of this Plan.
132. Tax Rate means (a) as to the Internal Revenue Service, the interest rate equal to
the underpayment rate specified in 26 U.S.C. § 6621 (determined without regard to 26 U.S.C. § 6621(c))
as of the Effective Date, and (b)as to all other taxing authorities, a fixed annual interest rate of eight
percent 8%.
133. Unimpaired means, when used in reference to a Claim or Interest, a Claim or
Interest that is not "impaired" within the meaning of section 1124 of the Bankruptcy Code.
134. Union means The Union Corporation.
135. Union Debtors mean Union Financial Services Group, Inc., Union, American
Recovery Company, Incorporated, C.S.N. Corp., General Connector Corporation, U.C.O. - M.B.A.
Corporation, UCO Properties, Incorporated and Union-Specialty Steel Casting Corporation.
136. Union LLC means the new entity formed by the conversion of Union into a
limited liability company as outlined in Article IH.A. of the Plan.
137. Union LLC Share means a certain percentage of the Newco Common Stock as
outlined in Article II.E. herein.
11
138. Union Trust means the trust to be created on the Effective Date in accordance
with the Plan and the UT Agreement, the sole purpose of which is to hold certain assets for the benefit of
Holders of Allowed Administrative Claims, Priority Tax Claims and Priority Non-Tax Claims of Union
and any other Person that expends any resources or monies after the Petition Date with respect to the
clean-up or remediation of environmental contamination with respect to the properties held by the Union
Trust until those properties become marketable (as a result of those clean-up or remediation expenditures
or otherwise), it being understood that (i) the Union Trust will not have the power or the resources to
perform any actions with respect to the property it holds (including any clean-up of those properties) other
than maintaining records of the identity of beneficial owners of the Union Trust and making distributions
(if any) to the then existing beneficial owners from time to time, and (ii) neither Newco nor any of its
subsidiaries as of the Effective Date have any beneficial interest in the Union Trust.
139. UT Agreement means the trust agreement, substantially in the form to be attached
to the Plan Supplement, that documents the Union Trust and that describes the rights and interests of the
beneficiaries and the powers, duties and responsibilities of the Administrator.
140. Utilities Claims means the Allowed Claims of those certain utilities providers
described in the Debtors' Utilities Motion as determined by the Debtors and FTI on behalf of the Senior
Secured Lenders and the DIP Lenders.
141. Voting Deadline means the voting deadline date for voting to accept or reject this
Plan, as specified in the Disclosure Statement.
142. Voting Record Date means the voting record date for voting to accept or reject
this Plan, as specified in the Disclosure Statement.
B. Rules of Interpretation, Computation of Time and Governing Law. For purposes of
this Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the
plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, feminine and neuter gender; Co) any reference in this Plan to a
contract, instrument, release, indenture or other agreement or document being in a particular form or on
particular terms and conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (c)any reference in this Plan to an existing document or
exhibit Filed, or to be Filed, shall mean such document or exhibit, as it may have been or may be
amended, modified or supplemented; (d)unless otherwise specified, all references in this Plan to
Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to this Plan; (e) the
words "herein" and "hereto" refer to this Plan in its entirety rather than to a particular portion of this Plan;
(O captions and headings to Articles and Sections are inserted for convenience of reference only and are
not intended to be a part of, or to affect the interpretation of, this Plan; (g) the word "including" means
"including without limitation"; (h) the rules of construction set forth in section 102 of the Bankruptcy
Code shall apply; and (i) any term used in capitalized form in this Plan that is not defined herein but that
is defined in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term
in the Bankruptcy Code or the Bankruptcy Rules, as the case may be.
In computing any period of time prescribed or allowed by this Plan, the provisions of Bankruptcy
Rule 9006(a) shall apply.
C. Exhibits. All exhibits to the Plan will be included in the Plan Supplement and are
incorporated into and are deemed to be a part of the Plan.
12
II. Classification and Treatment of Claims and Interests
A. Summary. The categories of Claim.q and Interests listed below classify Allowed Claims
and Allowed Interests for all purposes, including voting, confirmation and distribution pursuant to the
Plan. Except as otherwise provided in the Plan or the Confumation Order or required by
subsection 506(b) or section 1124 of the Bankruptcy Code, (1) Allowed Claims (other than as set forth in
Article VI.B) do not include interest on such Claims that accrues after the Petition Date, and (2)any
postpetition interest that is payable in respect of a Priority Tax Claim shall be calculated at the applicable
Tax Rate. The chart set forth below is only intended as a summary description of the treatment of the
described Claims and Interests. Articles II.B.-II.E. of the Plan control to the extent of any inconsistency
between the provisions thereof and said summary.
Interests.
Non-Union Debtors: Summary of Classification and Treatment of Claims and
Class Claim Treatment Voting Rights
Unclassified Administrative Claims Paid in full. Not entitled to vote.
Unclassified Priority Tax Claims Paid in full. Not entitled to vote.
Class lA DIP Claim~ Impaired. Each Holder is to receive Entitled to vote.
on the Effective Date its Pro Rata
Share of the Class lA Debt
Consideration, which in the aggregate
shall equal the mount of the Lenders
Contribution less the aggregate
amount of the Class lB Debt
Consideration. Notwithstanding any
provision herein to the contrary, the
Majority Consenting Lenders may
allocate the Debt Consideration
among Class lA, lB, 3A and 3B as
the Majority Consenting Lenders
determine.
Class 2A Priority Non-Tax Unimpaired. Paid in full. Not entitled to vote.
Claims
13
Class Claim Treatment Voting Rights
Class 3A Senior Secured Lender Impaired. Each Holder is to receive Entitled to vote.
Claim.q on the Effective Date its Pro Rata
Share of (a) the Class 3A Debt
Consideration, which in the aggregate
shall equal the mount of the New
Obligations less the sum of the DIP
Funds and the Class 3B Debt
Consideration, Co) 100% of the Old
OSI Share of the Newco Common
Stock before giving effect to the
issuance of (i) the Newco Preferred
Stock or the conversion thereto into
Newco Common Stock or (ii) the
Newco Common Stock (or options
thereon) issued or reserved for
issuance pursuant to the New
Management Equity Incentive
Program and (c) the Newco Warrants,
provided, however, that if Class 6A
accepts the Plan by the majorities
required by section 1126(c) of the
Banla'uptcy Code, Class 3A shall be
deemed to have waived the fight to
receive, and have authorized the Non-
Union Debtors to distribute to Class
6A the Newco Warrants, otherwise
due to Class 3A as a result of its
Senior Secured Lender Claim.q, and
Class 3A shall receive no distribution
of Newco Warrants. Notwithstanding
any provision herein to the contrary,
the Majority Consenting Lenders may
allocate the Debt Consideration
among Class IA, lB, 3A and 3B as
the Majority Consenting Lenders
determine.
14
Class Claim Treatment Voting Rights
Class 4A Other Secured Claims Unimpaired. On the Effective Date Not entitled to vote.
each such Holder shall receive one of
the following ~eatments such that
they shall be rendered unimpaired
pursuant to section 1124 of the
Banlo'uptcy Code: (a) the payment of
such Holder's Allowed Other Secured
Claim in full, in Cash; (b) the sale or
disposition proceeds of the property
securing any Allowed Other Secured
Claim to the extent of the value of
their respective interests in such
property; (c) the surrender to the
Holder or Holders of any Allowed
Other Secured Claim of the property
securing such Claim; or (d) such other
distributions as shall be necessary to
satisfy the requirements of chapter 11
of the Bmptcy Code for such
claim to be reinstated or rendered
unimpaired under section 1124 of the
Bankruptcy Code.
15
Class Claim Treatment Voting Rights
Class 5A General Unsecured Fully Impaired. Receives no Deemed to reject.
Claims distribution. Not entitled to vote.
However, within 30 days after the
Effective Date from consideration
otherwise due to the DIP Lenders and
Senior Secured Lenders as a result of
their Class lA and Class 3A Claims,
(i) Critical Business Clitimq shall be
paid in full, without interest, from and
by Cash that, but for its voluntary
assignment hereunder by the DIP
Lenders and Senior Secured Lenders
to and for the sole benefit of the
assignees designated pursuant to the
Plan, would otherwise be required to
be paid to the DIP Lenders and Senior
Secured Lenders, subject to an
aggregate cap of $4,600,000, plus the
mount necessary to satisfy Allowed
Utilities Claim.q, which is also subject
to an aggregate cap of $2,800,000,
and (ii) De Minimis Claims shall be
paid in full without interest, subject to
an aggregate cap of $2,000,000, or, if
the Claims exceed the caps described
in clauses (i) or (ii), an amount
approved by the Majority Consenting
Lenders.
16
Class Claim Treatment Voting Rights
Class 6A senior Subordinated Impaired. The Existing Subordinated Entitled to vote.
Noteholder Claims Notes and Subordinated Note
Guaranties issued by the Debtors shall
be cancelled pursuant to this Plan. If
Class 6A accepts the Plan by the
majorities required by section 1126(c)
of the Banlcmptey Code, each such
Holder shall receive its Pro Rata
Share of Newco Warrants within
30 days after the Effective Date
exercisable (i) to purchase 2.5% of
the Newco Common Stock as of the
Effective Date at such time as the
Newco Common Stock has a market
valuation of $462,000,000.00 and
(ii) to purchase 2.5% of the Newco
Common Stock as of the Effective
Date at such time as the Newco
Common Stock has a market
valuation of $657,000,000.00. In
order to provide the distribution of the
Newco Warrants as set forth in the
previous sentence, if it should become
applicable, Class 3A agrees and shall
be deemed to have authorized the
Non-Union Debtors to distribute the
Newco Warrants, otherwise due to
Class 3A as a result of its Senior
Secured Lender Claims, to Class 6A.
If Class 6A rejects the Plan, Class 6A
shall receive no distributions pursuant
to the Plan
Class 7A Preferred Stock Fully Impaired. Receives no Deemed to reject.
Interests distribution. Not entitled to vote.
Class 8A Corra~ton Stock Fully Impaired Receives no Deemed to reject.
Interests distribntion. Not entitled to vote.
17
Class Claim Treatment Voting Rights
Class 9A Intercompany Claims Unimpaired. Such Intercompany Not entitled to vote.
Claims shall be treated in the ordinary
course of the Debtors' business from
consideration otherwise due the DIP
Lenders and the Senior Secured
Lenders, provided that no Cash
payments shall be made on account of
such Claim.q until ail other senior
Claims against the Non-Union
Debtors have been satisfied in full.
Claims by Union Debtors against
Non-Union Debtors, Newco,
Administrator Holdco, or
Administrator shall be extinguished.
Class 10A Other Securities Claims Fully Impaired Receives no Deemed to reject.
distribution. Not entitled to vote.
2. The Union Debtors: Smmnaty of Classification and TreaUnent of Claims and
Interests.
Class Claim Treatment Voting Rights
Unclassified Administrative Claims Unimpaired. Each Holder shail be Not entitled to vote.
paid on the Effective Date or on
subsequent dates thereafter, as
delineated in the UT Agreement, from
distributions by the Union Trust.
Unclassified Priority Tax Claims Unimpaired. Each Holder shall be Not entitled to vote.
paid on the Effective Date or on
subsequent dates thereafter, as
delineated in the UT Agreement, from
distributions by the Union Trust.
Class lB DIP Claims Impaired. Each Holder is to receive Entitled to vote.
on the Effective Date its Pro Rata
Share of the Class lB Debt
Consideration, which in the aggregate
shail equal the amount of the Lenders
Contribution less the aggregate
amount of the Class lA Debt
Consideration. Notwithstanding any
provision herein to the contrary, the
Majority Consenting Lenders may
ailocate the Debt Consideration
among Class lA, lB, 3A and 3B as
the Majority Consenting Lenders
determine.
18
Class Claim Treatment Voting Rights
Class 2B Priority Non-Tax Impaired. Paid in Cash after payment Entitled to vote.
Claims of Allowed Administrative and
Priority Tax Claim.q as distributions
pursuant to the UT Agreement.
Class 3B Senior Secured Lender Impaired. Each Holder is to receive Entitled to vote.
Claims on the Effective Date its Pro Rata
Share of(a) the Class 3B Debt
Consideration, which in the aggregate
shall equal the mount of the New
Obligations less the sum of the DIP
Funds and the Class 3A Debt
Consideration, and Co) 100% of the
Union LLC Share of the Newco
Common Stock. Notwithstanding any
provision herein to the contrary, the
Majority Consenting Lenders may
allocate the Debt Consideration
among Class IA, IB, 3A and 3B as
the Majority Consenting Lenders
determine.
Class 5B General Unsecured Fully Impaired. Receives no Deemed to reject. Not
Claims distribution, entitled to vote.
Class 6B Senior Subordinated Fully Impaired. Receives no Deemed to reject. Not
Noteholder Claims distribn6_'on, entitled to vote.
Class 8B Coanuon Stock Fully Impaired. Receives no Deemed to reject. Not
Interests distribution, entitled to vote.
Class 9B Intercompany Claimq Fullylmpaired. Receives no Deemed to reject. Not
distribution, entitled to vote.
Class 1 OB Other Securities Claims Fully Impaired. Receives no Deemed to reject. Not
distribution, entitled to vote.
B. Administrative Claims.
1. Non-Union Debtors. In full satisfaction, payment and discharge thereof, each
Allowed Administrative Claim of the Non-Union Debtors shall be paid in full, in Cash on the later of the
Effective Date or the date on which such Administrative Claim is Allowed, or in each case as soon
thereafter as practicable, except to the extent that Newco or the applicable Reorganized Subsidiary and
any Holder of an Allowed Administrative Claim agrees to a different treatment, provided, however, that
Allowed Administrative Claims representing obligations incurred in the ordinary come of business by
the Debtors in Possession, consistent with past practice, or assumed by the Debtors in Possession, shall be
paid in full or performed by Newco or the applicable Reorganized Subsidiary in the ordinary course of
business, including liabilities arising under loans or advances to, or other obligations incurred by, the
Debtors in Possession which shall be paid in full and performed by Newco or the applicable Reorganized
Subsidiary in the ordinary course of business in accordance with the terms and subject to the conditions of
an.y..agre, emen.ts govern.rog, msmunents evidencing or other documents or applicable non-bankruptcy law
retamag ro sucla transactions or liabilities.
The Non-Union Debtors shall reimburse MDP, Merrill Lynch, the Senior Secured
Lenders, the DIP Lenders and the New Senior Secured Lenders, when and as requested, for all reasonable
19
fees and expenses (including attorneys' fees) incurred by MDP, Merrill Lynch, the Senior Secured
Lenders, the DIP Lenders and the New Senior Secured Lenders subject to the caps and terms set forth in
the Summary Term Sheet and the DIP Facility.
2. Union Debtors. In full satisfaction, payment and discharge thereof, each
Allowed Administrative Claim shall be paid in Cash, as proceeds are available as delineated in the UT
Agreement from disuSbutions pursuant to the UT Agreement, except to the extent that the Union Debtors
or the Holder of such Allowed Administrative Claim agree to a different treatment.
C. Priority Tax Claims.
1. Non-Union Debtors. In full satisfaction, payment and discharge thereof, each
Allowed Priority Tax Claim~ including any Allowed Priority Tax Claims of taxing authorities not
authorized to be paid by the Bankruptcy Court under the Debtors' Motion for Order Authorizing the
Debtors to Pay Sales, Use and Franchise Taxes and Certain Other Charges filed May 12, 2003, shall be
paid in full, at the sole option of Newco or the applicable Reorganized Subsidiary (1) in Cash, on the later
of the Distribution Date or the date on which such Priority Tax Claim is Allowed, or in each ease as soon
thereafter as practicable, or (2) in equal annual Cash payments in an aggregate amount equal to such
Allowed Priority Tax Claim, together with interest at the Tax Rate, over a period not to exceed six years
from the date of assessment of such Allowed Priority Tax Claim in accordance with section 1129(a)(9) of
the Bankruptcy Code, in each case except to the extent that Newco or the applicable Reorganized
Subsidiary and the Holder of such Allowed Priority Tax Claim agree to a different treatment. All Priority
Tax Claims that are not due and payable under applicable non-bankruptcy law, as of the Effective Date,
shall (1) survive confirmation of the Plan, (2) remain unaffected thereby (whether or not a proof of claim
is Filed or whether or not a Claim is listed on the Schedules) and (3)not be discharged, provided,
however, that to the extent that such Claims pertain to periods prior to the Petition Date, such Claims may
be satisfied in the manner described in the previous sentence if and when Allowed.
2. Union Debtors. In full satisfaction, payment and discharge thereof, each
Allowed Priority Tax Claim shall be paid in Cash after payment of Allowed Administrative Claims
against the Union Debtors, as proceeds are available as delineated in the UT Agreement from
distributions pursuant to the UT Agreement, except to the extent that the Union Trust or any Holder of an
Allowed Priority Tax Claim agree to a different treatment.
D. Classification, Treatment and Voting for Non-Union Debtors. In full satisfaction,
payment and discharge thereof, the Allowed Claims against and Allowed Interests in the Non-Union
Debtors shall be classified and receive the treatment specified below. Each Holder of an Allowed Claim
or Allowed Interest in an Impaired Class of Claims or Interests shall be entitled to vote separately to
accept or reject the Plan.
1. Class lA - DIP Claims.
a. Classification: Class lA consists of all Holders of Secured Claims and
superpriority Administrative Claims under the DIP Facility against the Non-Union
Debtors.
b. Treatment: Each Holder is to receive on the Effective Date its Pro Rata
Share of the Class lA Debt Consideration, which in the aggregate shall equal the amount
of the Lenders Contribution less the aggregate amount of the Class lB Debt
Consideration. Notwithstanding any provision herein to the contrary, the Majority
Consenting Lenders may allocate the Debt Consideration among Class lA, IB, 3A and
3B as the Majority Consenting Lenders determine.
20
c. Voting: Impaired; entitled to vote.
2. Class 2A - Priority Non-Tax Claims.
a. Classification: Class 2A consists of all Holders of Allowed Claims
entitled to priority pursuant to subsection 507(a) of the Bankruptcy Code other than
Allowed Administrative Claimq and Priority Tax Claims.
b. Treatment: Paid in full subject to an aggregate cap not to exceed
$I00,000.00 or, if more, an mount approved by the Majority Consenting Lenders.
c. Voting: Unimpaired; deemed to accept the Plan.
3. Class 3A - Senior Secured Lender Claim~.
a. .Classification: Class 3A consists of all Holders of Secured Claims
against the Non-Union Debtors under the Existing Credit Agreement.
b. Treatment: Each Holder is to receive on the Effective Date its Pro Rata
Share of (a) the Class 3A Debt Consideration, which in the aggregate shall equal the
amount of the New Obligations less the sum of the DIP Funds and the Class 3B Debt
Consideration, (b) 100% of the Old OSI Share of the Newco Common Stock before
giving effect to the issuance of (i) the Newco Preferred Stock or the conversion thereto
into Newco Common Stock or (ii) the Newco Common Stock (or options thereon) issued
or reserved for issuance pursuant to the New Management Equity Incentive Program and
(c) the Newco Warrants, provided, however, that if Class 6A accepts the Plan by the
majorities required by section 1126(c) of the Bankruptcy Code, Class 3A shall be deemed
to have waived the right to receive, and have authorized the Non-Union Debtors to
distribute to Class 6A the Newco Wan'ants, otherwise due to Class 3A as a result of its
Senior Secured Lender Claims, and Class 3A shall receive no distribution of Newco
Warrants. Notwithstanding any provision herein to the contrary, the Majority Consenting
Lenders may allocate the Debt Consideration among Class lA, lB, 3A and 3B as the
Majority Consenting Lenders determine.
c. Voting: Impaired; entitled to vote.
4. Class 4A - Other Secured Claims.
a. Classification: Class 4A consists of all Holders of Secured Claims
against the Non-Union Debtors not in Class lA and Class 3A.
b. Treatment: On the Effective Date each such Holder shall receive one of
the following treatments such that they shall be rendered unimpaired pursuant to
section 1124 of the Bankruptcy Code: (a) the payment of such Holder's Allowed Other
Secured Claim in full, in Cash; Co)the sale or disposition proceeds of the property
securing any Allowed Other Secured Claim to the extent of the value of their respective
interests in such property; (c) the surrender to the Holder or Holders of any Allowed
Other Secured Claim of the property securing such Claim; or (d) such other distributions
as shall be necessary to satisfy the requirements of chapter 11 of the Bankruptcy Code for
such claim to be reinstated or rendered unimpaired under section 1124 of the Bankruptcy
Code. The manner and treatment of each Allowed Other Secured Claim under section
1124 of the Bankruptcy Code shall be determined by the Debtors, in their sole and
21
absolute discretion, on or before the Confirmation Date, and upon notice to each Claim
Holder holding an Other Secured Claim.
c. Voting: Unimpaired; deemed to accept the Plan.
5. Class 5A - General Unsecured Claims.
a. Classification: Class 5A shall consist of all Holders of General
Unsecured Claims against the Non-Union Debtors including, without limitation, all
Holders of Critical Business Claims, De Minimis Claims, lease rejection damage claims,
Environmental Claims, Claims under the Seller Note and the Senior Secured Lenders'
deficiency Claims arising prior to the Petition Date.
b. Treatment: Receives no distribution. However, within 30 days after the
Effective Date from consideration otherwise due to the DIP Lenders and Senior Secured
Lenders as a result of their Class lA and Class 3A Claims, (i) Critical Business Claims
shall be paid in full, without interest, from and by Cash that, but for its voluntary
assignment hereunder by the DIP Lenders and Senior Secured Lenders to and for the sole
benefit of the assignees designated pursuant to the Plan, would otherwise be required to
be paid to the DIP Lenders and Senior Secured Lenders, subject to an aggregate cap of
$4,600,000, plus the amount necessary to satisfy Allowed Utilities Claims, which is also
subject to an aggregate cap of $2,800,000, and (ii) De Minimis Claims shall be paid in
full without interest, subject to an aggregate cap of $2,000,000, or, if the Claims exceed
the caps described in clauses (i) or (ii), an amount approved by the Majority Consenting
Lenders.
c. Voting: Fully Impaired; deemed to reject the Plan.
6. Class 6A - Senior Subordinated Noteholder Claims.
a. Classification: Class 6A shall consist of all Holders of Senior
Subordinated Noteholder Claims.
b. Treatment: The Existing Subordinated Notes and Subordinated Note
Guaranties issued by the Debtors shall be cancelled pursuant to this Plan. If Class 6A
accepts the Plan by the majorities required by section 1126(c) of the Bankruptcy Code,
each such Holder shall receive its Pro Rata Share of Newco Warrants within 30 days after
the Effective Date exercisable (i) to purchase 2.5% of the Newco Common Stock as of
the Effective Date at such time as the Newco Common Stock has a market valuation of
$462,000,000.00 and (ii)to purchase 2.5% of the Newco Common Stock as of the
Effective Date at such time as the Newco Common Stock has a market valuation of
$657,000,000.00. In order to provide the disffibution of the Newco Warrants as set forth
in the previous sentence, if it should become applicable, Class 3A agrees and shall be
deemed to have authorized the Non-Union Debtors to distribute the Newco Warrants,
otherwise due to Class 3A as a result of its Senior Secured Lender Claims, to Class 6A.
If Class 6A rejects the Plan, Class 6A shall receive no distribution pursuant to the Plan.
c. Voting: Impaired; entitled to vote.
22
7. Class 7A - Preferred Stock Interests.
Interests.
.Classification: Class 7A consists of all Holders of Preferred Stock
b. Treatment: Receives no distribution.
o
c. Voting: Fully Impaired; deemed to reject the Plan.
Class 8A - Common Stock Interests.
ao
Interests.
Classification: Class 8A consists of all Holders of Common Stock
b. Treatment: Receives no distribution.
o
c. ,Voting: Fully Impaired; deemed to reject the Plan.
Class 9A - Intercompany Claims.
a. Classification: Class 9A consists of all Holders of Intercompany Claims
against Non-Union Debtors.
b. Treatment: Such Intercompany Claims shall be treated in the ordinary
course of the Debtors' business from consideration otherwise due the DIP Lenders and
the Senior Secured Lenders, provided that no Cash payments shall be made on account of
such Claims until all other senior Claims against the Non-Union Debtors have been
satisfied in full. Claimiq by Union Debtors against Non-Union Debtors, Neweo,
Administrator Holdco, or Administrator shall be extinguished.
c. Voting: Impaired; entitled to vote.
10. Class 10A - Other Securities Claims.
a. .Classification: Class 10A consists of all Holders of (a) any Allowed
Interests including, but not limited to, any warrants, options, conversion privileges, or
contract fights to purchase or acquire the Equity Securities of the Non-Union Debtors at
any time, and (b) any Allowed Claims (as defined in section 101(5) of the Bankruptcy
Code), obligations, rights, suits, damages, causes of action, remedies and liabilities
whatsoever, whether known or unknown, foreseen or unforeseen, currently existing or
hereafter arising in law, equity or otherwise, arising from rescission of a purchase or sale
of a security of the Non-Union Debtors (including the Existing Preferred Stock and
Existing Common Stock), for damages arising from the purchase, sale or holding of such
securities, or for reimbursement, indemnification (except as set forth in Article X.E. of
the Plan) or contribution allowed under section 502 of the Bankruptcy Code on account
of such a Claim.
b. Treatment: The Holders of such Claims and Interests will receive no
distributions under the Plan nor will such Holders retain any property.
c. Voting: Fully Impaired; deemed to reject the Plan.
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E. Classification, Treatment and Voting for The Union Debtors. In full satisfaction,
payment and discharge thereof, the Allowed Claims against and Allowed Interests in the Union Debtors
shall be classified and receive the treatment specified below. Each Holder of an Allowed Claim or
Allowed Interest in an Impaired Class of Claims or Interests shall be entitled to vote separately to accept
or reject the Plan.
1. Class lB - DIP Claims.
a. Classification: Class lB consists of all Holders of Secured Claims and
superpriority Administrative Claims under the DIP Facility against the Union Debtors.
b. Treatment: Each Holder is to receive on the Effective Date its Pro Rata
Share of the Class lB Debt Consideration, which in the aggregate shall equal the amount
of the Lenders Contribution less the aggregate amount of the Class lA Debt
Consideration. Notwithstanding any provision herein to the contrary, the Majority
Consenting Lenders may allocate the Debt Consideration among Class IA, lB, 3A and
3B as the Majority Consenting Lenders determine.
c. Voting: Impaired; entitled to vote.
2. Class 2B - Priority Non-Tax Claims.
a. Classification: Class 2B consists of all Holders of Allowed Claims
entitled to priority pursuant to subsection 507(a) of the Bankruptcy Code other than
Allowed Administrative Claims and Priority Tax Claims against the Union Debtors.
b. Treatment: Paid in Cash after payment of Allowed Administrative and
Priority Tax Claims as distributions pursuant to the UT Agreement.
c. Voting: Impaired; entitled to vote.
3. Class 3B - Senior Secured Lender Claims.
a. Classification: Class 3B consists of all Holders of Secured Claims under
the Existing Credit Agreement against the Union Debtors.
b. Treatment: Each Holder is to receive on the Effective Date its Pro Rata
Share of (a) the Class 3B Debt Consideration, which in the aggregate shall equal the
amount of the New Obligations less the sum of the DIP Funds and the Class 3A Debt
Consideration, and Co) 100% of the Union LLC Share of the Newco Common Stock.
Notwithstanding any provision herein to the conwary, the Majority Consenting Lenders
may allocate the Debt Consideration among Class lA, lB, 3A and 3B as the Majority
Consenting Lenders determine.
c. Voting: Impaired; entitled to vote.
4. Class 5B - General Unsecured Claims.
a. Classification: Class 5B shall consist of all Holders of General
Unsecured Claims against the Union Debtors including, without limitation, all
Environmental Clairm and the Senior Secured Lenders' deficiency Claim~q against the
Union Debtors.
24
b. Treatment: Receives no distribution.
c. Voting: Fully Impaired; deemed to reject the Plan.
Class 6B - Senior Subordinated Noteholder Claims.
a. Classification: Class 6B shall consist
Subordinated Noteholder Claims against the Union Debtors.
b. Treatment: Receives no distribution.
of all Holders of Senior
c. Voting: Fully Impaired; deemed to reject the Plan.
Class 8B - Common Stock Interests.
a. Classification: Class 8B consists of all Holders of Common Stock
Interests in the Union Debtors.
b. Treatment: Receives no distribution.
c. Voting: Fully Impaired; deemed to reject the Plan.
Class 9B - Intercompany Claims.
a. Classification: Class 9B consists of all Holders of Intercompany Claims
against the Union Debtors.
b. Treatment: Such Claims will be cancelled and receive no disWibufion.
c. Voting: Fully Impaired; deemed to reject the Plan.
Class 10B - Other Securities Claims.
a. Classification: Class 10B consists of Holders of (a)any Allowed
Interests, including, but not limited to, any warrants, options, conversion privileges, or
contract rights to purchase or acquire the Equity Securities of the Union Debtors at any
time, and Co) any Allowed Claims (as defined in section 101(5) of the Banlcmptoy Code),
obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever,
whether known or unknown, foreseen or unforeseen, currently existing or hereafter
arising in law, equity or othenvise, arising from rescission of a purchase or sale of a
security of the Union Debtors (including the Existing Common Stock of the Union
Debtors), for damages arising from the purchase, sale or holding of such securities, or for
reimbursement, indemnification (except as set forth in Article X.E. of the Plan) or
contribution allowed under section 502 of the Bankruptcy Code on account of such a
Claim.
b. Treatment: Such Claims will receive no distributions under the Plan nor
will such Holders retain any property.
c. Voting: Fully Impaired; deemed to reject the Plan.
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IlL Means for Implementation
Following confirmation of the Plan but prior to the Effective Date and as a condition precedent to the
transactions that are to take place under the Plan on the Effective Date, the following transactions in
~4rticle III. A. will occur generally in the order set forth below:
A. Initial Entity Formation and Conversion.
1. Union shall convert into Union LLC, a Delaware limited liability company.
2. Newco shall be incorporated in the State of Delaware and shall exist as a separate
corporate entity, with all corporate powers in accordance with the laws of the State of Delaware, the
Newco Charter and the Newco By-Laws. Newco shall not be a Subsidiary of Old OSI and shall not issue
shares prior to the issuance contemplated in Article HI.B. below.
3. Newco shall form Administrator Holdco, which shall be a wholly-owned
subsidiary of Newco, and Administrator Holdco shall form Administrator, which shall be a wholly-owned
subsidiary of Administrator Holdco and shall serve as Administrator to the Union Trust. Neither Newco
nor any of its subsidiaries shall have any interest, directly or indirectly, in or with respect to the Residual
Union LLC Assets or the Union Trust at any time.
4. The Union Trust shall be established and exist as a trust under the laws of the
State of Delaware and pursuant to the UT Agreement.
Following the events described in Article IILd. above, on the Effective Date (except as otherwise
provided herein), the following transactions set forth in Article III. B. - G. will occur contemporaneously
in the order set forth below:
B. Issuance of Newco Securities and Assumption of Debt; Transfer of Assets to Newco.
1. Old OSI shall transfer the Non-Union LLC Assets to Newco in exchange for
Newco's (a) issuance of the Old OSI Share of the Newco Common Stock and the Newco Warrants to Old
OSI and (b) assumption of a portion of Old OSI's obligations under the Existing Credit Agreement and
DIP Facility in accordance with the terms of the New Credit Agreement.
2. Union LLC shall transfer the Non-Residual Union LLC Assets to Newco in
exchange for Newco's (a) issuance of the Union LLC Share of the Newco Common Stock to Union LLC
and (b) assumption of a portion of Union LLC's obligations under the Existing Credit Agreement and
DIP Facility in accordance with the terms of the New Credit Agreement. Union LLC shall retain the
Residual Union LLC Assets.
3. Newco shall execute the New Credit Agreement with CSFB, on behalf of the
New Senior Secured Lenders, pursuant to which Newco shall assume a portion of Old OSI's and Union
LLC's obligations (formerly Union's obligations) under the Existing Credit Agreement and DIP Facility
in partial satisfaction of the Class IA, Class lB, Class 3A and Class 3B Claims. Neweo shall dislribute
the Debt Consideration to the DIP Lenders and the Senior Secured Lenders in accordance with
Article H.D.
4. The DIP Lenders and Senior Secured Lenders shall make the Lenders
Contribution in consideration of the distributions to be made to the Senior Secured Lenders and the DIP
Lenders hereunder and Newco's execution of the New Credit Agreement.
26
C. Distribution of Newco Interests by Old OSI and Union LLC and Newco Debt;
Satisfaction and Cancellation of Existing Securities and Debt.
1. Old OSI shall transfer to Holders of Allowed Class 3A Claims (i) the Newco
Warrants (except to the extent provided in Article III.C.0. below) and (ii) the Old OSI Share of the Newco
Common Stock, in partial satisfaction of the Senior Secured Lender Claims held by Holders of Allowed
Class 3A Claims in accordance with Article II.D.
2. Union LLC shall transfer to Holders of Allowed Class 3B Claims the Union LLC
Share of the Newco Common Stock, in partial satisfaction of the Senior Secured Lender Claims held by
Holders of Allowed Class 3B Claim.q, in accordance with Article II.E.
3. If Holders of Allowed Class 6A Claims accept the Plan by the majorities required
by section 1126(c) of the Bankruptcy Code, Holders of Allowed Class 6A Claim% in full satisfaction,
payment and discharge of their Claims, shall receive directly from Old OSI such Holder's Pro Rata Share
of the Newco Warrants and Holders of Allowed Class 3A Claims shall be deemed to have waived the
fight to receive, and to have authorized the Non-Union Debtors to transfer and to distribute to each Holder
of an Allowed Senior Subordinated Claim in Class 6A, the Newco Warrants, otherwise due to Holders of
Allowed Class 3A Claims on account of their Claims.
4. Within 30 days after the Effective Date, Newco shall make the distributions
described in Article II.D.5. in full satisfaction, payment and discharge of certain Allowed Critical
Business Claims, Allowed Utilities Claims and Allowed De Minimis Claims from the DIP Funds as
further outlined in Article nI.o.
5. Cancellation of Existing Securities, Debt, Claims and Interests.
a. The Existing Common Stock, Existing Preferred Stock and Existing
Warrants shall be cancelled and the obligations of the Debtors in any way related thereto
shall be discharged.
b. All notes, instruments, certificates and other documents evidencing
Existing Subordinated Notes, Subsidiary Guaranties thereof and the Indenture shall be
deemed automatically cancelled and discharged; provided, however, that the Existing
Subordinated Notes, Subsidiary Guaranties thereof and the Indenture shall continue in
effect solely for the purposes of allowing the Holders of Existing Subordinated Notes to
receive their distributions, if any, hereunder.
c. The obligations outstanding under the Existing Credit Agreement and
each other Loan Document (as defined in the Existing Credit Agreement) and, in
addition, all unfunded commitments under the Existing Credit Agreement shall be
cancelled, except to the extent such obligations are transferred to Newco in accordance
with the terms hereof and the terms of the New Credit Agreement.
d. All other Claims against and Interests in any Debtor shall be cancelled,
except to the extent such Claim and Interests need to exist to allow the Holders of such
Claims and Interests to receive their distributions, if any, hereunder.
D. Vesting of Assets in Newco. The Non-Union LLC Assets and the Non-Residual Union
LLC Assets prior to the Effective Date, being all the assets and Estates of Old OSI (other than its
membership interest in Union LLC and the Residual Union LLC Assets), shall vest in Newco and the
Reorganized Subsidiaries free and clear of all Claims, security interests, liens and Interests, except as
27
provided herein. In addition, Newco will become an additional member of Portfolio Acquisitions, LLC
and will own substantially all of the economic interests in Portfolio Acquisitions, LLC.
E. Transfer to and Vesting of Assets in Union Trust.
1. The Union Debtors shall be combined with and into the Union Trust and the
separate corporate existence of each shall cease. In connection with such combination, the existing
Equity Securities and Interests in the Union Debtors shall be cancelled and the obligations of the Union
Debtors in any way related thereto shall be discharged.
2. Union LLC shall be combined with and into the Union Trust and its separate
existence shall cease.
3. The existing Equity Securities and Interests in the Debtors and Union LLC shall
be cancelled and the obligations of the Debtors and Union LLC in any way related thereto shall be
discharged.
F. Conversion and Renaming of Old OSI. Old OSI shall be renamed and converted into a
Delaware limited liability company, the members of which shall be Administrator Holdco and the
Administrator.
G. Issuance of Newco Interests.
1. Newco shall issue and sell, in accordance with the terms of the Plan and the
Summary Term Sheet, $10 million of Newco Preferred Stock (convertible into 20% of the fully diluted
Newco Common Stock, as of the Effective Date, after all other issuances of Newco Common Stock and
reservation of Newco Common Stock for issuance under the New Management Equity Incentive Plan and
the Newco Warrants) and the MDP Investors shall purchase, the Newco Preferred Stock (as described in
the Summary Term SheeO, in exchange for $10 million in Cash, subject to the consummation of the ML
Conduit.
Conduit.
2. Merrill Lynch shall consummate the transactions contemplated by the ML
3. As a result of the foregoing transactions in this Article Ill, Newco shall have
issued or caused the issuance of the Newco Common Stock in accordance with the terms of the Plan and
the Summary Term Sheet as follows: (a) 7.5% to be reserved for the New Management Equity Incentive
Plan; Co) in the event Class 6A accepts the Plan, 5% to be reserved for the issuance of Newco Warrants
pursuant to Article II.D.6.; (c) 20% shall be reserved for the conversion of the Newco Preferred Stock;
and (d) the remaining Newco Common Stock will be issued to the Senior Secured Lenders based on their
Pro Rata Shares of the Senior Secured Lender Claims, respectively, in accordance with Article H. The
total principal mount of indebtedness outstanding under the New Credit Agreement as of the Effective
Date shall be $175 million, including all commitments with respect to letters of credit in accordance with
the terms of the New Credit Agreement.
H. Corporate Existence after the Effective Date.
1. The Reorganized Subsidiaries shall continue to exist in accordance with the
applicable laws in the respective jurisdictions in which they are incorporated and pursuant to their
respective certificates of incorporation, articles of formation or by-laws in effect prior to the Effective
Date, except to the extent that such certificates of incorporation, articles of formation or by-laws are
amended under this Plan.
28
2. On and after the Effective Date, Newco and the Reorganized Subsidiaries may
operate their businesses and may use, acquire and dispose of property and compromise or settle any
claims without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions
of the Bankruptcy Code or the Bankruptcy Rules, other than restrictions expressly imposed by the Plan or
the Confirmation Order. Without limiting the foregoing, Newco and the Reorganized Subsidiaries may
pay the charges that they incur on or after the Effective Date for Professionals' fees, disbursements,
expenses or related support services without application to the Banlcmptcy Court.
I. Corporate Governance, Directors, Officers and Corporate Action.
1. Governing Documenm Effective on the Effective Date, the Newco Charter shall
be adopted and the certificates of incorporation (or other formation documents) of the Reorganized
Subsidiaries shall be amended, as necessary, to satisfy the provisions of the Plan and the Bankruptcy
Code. The Newco Chax~r shall, among other things, authorize the issuance of the Newco Common
Stock and the Newco Preferred Stock in amounts not less than the amounts necessary to permit the
issuances, distributions and sales required or contemplated by the Plan. On and after the Effective Date,
the Reorganized Subsidiaries may amend and restate their respective certificates of incorporation, by-laws
or other governing documents as permitted by applicable law and Newco may adopt the Newco By-Laws.
2. Directors and Officers of Newco. Subject to any requirement of Banlcruptcy
Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the
officers of Newco shall be the officers of Old OSI immediately prior to the Effective Date. As more fully
delineated in the Summary Term Sheet, and on the Effective Date the Newco Board shall be elected and
will at all times prior to the third anniversary of the Effective Date consist of seven directors.
Except as otherwise provided in the Newco Charter:
a. So long as the ML Conduit is in full force and effect, the Newco
Common Stock holders (other than the MDP Investors) will have the power to designate
three directors, the MDP Investors will have the power to designate three directors and
the CEO of Newco will serve as the remaining director. In the event the ML Conduit
terminates during such period (contractually or effectively), two of the directors
designated by the MDP Investors will be promptly removed from Newco's board of
directors or will lose their voting rights;' provided that they shall be entitled to attend all
meetings of the board of directors as non-voting observers for a period of 60 days
following the date the MI. Conduit is terminated. In the event the ML Conduit is not
replaced during such period with a financing that is generally economically equivalent to
the ML Conduit, at the end of such 60-day period, those two observers will lose their
observer rights. During such 60-day period, the remaining directors may not impair the
rights of the MDP Investors. In the event the ML Conduit is replaced with a financing
that is generally economically equivalent to the MI. Conduit during such 60-day period,
such observers will be promptly re-elected or their voting rights will be reinstated.
Newco's board of directors will be structured so that the three directors elected by the
holders of the Newco Common Stock serve a three-year term ending on or about the third
anniversary of the Effective Date.
b. Upon the occurrence and during the continuance of a payment default
under the New Credit Agreement at all times prior to the third anniversary of the
Effective Date, two of the directors designated by the MDP Investors will be promptly
removed from Newco's board of directors or will lose their vote as directors; provided
that they shall be entitled to attend all meetings of the board of directors as non-voting
observers or members for a period of 30 days following the date such payment default
29
first occurs. During such 30-day period, the remaining directors may not impair the
fights of the MDP Investors. In the event such payment default is not cured during such
period, those two observers will lose their observer rights. In the event such payment
default is cured during such 30-day period, such observers will be promptly re-elected as
directors or regain their right to vote as directors.
3. Corporate Action. On the Effective Date, the adoption of the Newco Charter and
the Newco By-Laws or the adoption of similar constituent documents for the Reorganized Subsidiaries,
the selection of members of the board of directors and officers for Newco and all other actions
contemplated by the Plan shall be authorized and approved in all respects (subject to the provisions of the
Plan). All matters provided for in the Plan involving the corporate structure of the Debtors, Newco or the
Reorganized Subsidiaries, and any corporate action required by the Debtors, Newco or the Reorganized
Subsidiaries in connection with the Plan, shall be deemed to have occurred and shall be in effect without
any requirement or further action by the Holders of the Existing Common Stock or Newco Common
Stock or members of the boards of directors of the Debtors, Newco or the Reorganized Subsidiaries. On
the Effective Date, the appropriate officers of Newco and the Reorganized Subsidiaries and members of
the boards of directors (or similar governing bodies) of Newco and the Reorganized Subsidiaries are
authorized to issue, execute and deliver the agreements, documents, securities and insmunents
contemplated by the Plan in the name of and on behalf of Newco and the Reorganized Subsidiaries.
J. Effectuating Documents and Further Transactions. Each of the Debtors, Newco, the
Reorganized Subsidiaries and the Union Trust, as appropriate, is authorized to execute, deliver, file or
record such contracts, instruments, releases and other agreements or documents and take such actions as
may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of
the Plan, the Sununary Term Sheet and any securities issued pursuant to the Plan. CSFB may execute the
New Credit Agreement on behalf of the New Senior Secured Lenders and such New Credit Agreement
shall be deemed binding on the New Senior Secured Lenders upon CSFB's execution thereof.
K. Management Incentive Plans. In accordance with the terms hereof, 7.5% of the Newco
Common Stock, on a fully diluted basis, will be reserved for issuance pursuant to a New Management
Equity Incentive Program, the terms of which shall be substantially agreed to prior to the Effective Date
and approved by the Newco Board as soon as practicable after the Effective Date.
L. Exemption from Transfer Taxes. To the fullest extent permitted by section
1146(c)(1)(a) of the Bankruptcy Code, the issuance, transfer or exchange of notes or Equity Securities
under the Plan; (b) the creation of any mortgage, deed of trust, lien, pledge or other security interest; (c)
the execution of the New Credit Agreement; (d) the making or assignment of any lease or sublease; or (e)
the making or delivery of any deed or other insmnnent of transfer under, in furtherance of, or in
connection with the Plan, including, without limitation, any merger agreements, any agreements of
consolidation, restructuring, disposition, liquidation or dissolution, any deeds, any bills of sale and any
transfers of tangible property, will not be subject to any stamp tax, recording tax, personal property tax,
real estate transfer tax, sales or use tax or other similar tax; and (2) any transfers from the Debtors to
Newco and the Reorganized Subsidiaries, Union Trust or otherwise pursuant to the Plan shall not be
subject to any such taxes. The Confirmation Order shall direct the appropriate state or local governmental
officials or agents to forgo the collection of any such tax or governmental assessment and to accept for
filing and recordation any of the foregoing instruments or other documents without the payment of any
such tax or governmental assessment. Unless the Bankruptcy Court orders otherwise, any of the
foregoing transactions taken on or prior to the Effective Date (including any taken prior to the Petition
Date) shall be deemed to have been in furtherance of, or in connection with, the Plan.
30
M. Exemption from Registration. To the maximum extent provided in section 1145 of the
Bankruptcy Code and applicable non-bankruptcy laws, the Newco Common Stock and the Newco
Warrants issued pursuant to the Plan are exempt from any registration and/or licensing requirements
under the Securities Act of 1933, as amended, and any state and local laws requiring registration for the
offer or sale of a security or licensing of an issuer of, underwriter of, or broker or dealer in, a security.
N. Liability for Plan Payments. This Plan does not seek substantive consolidation of any
of the Debtors. Instead, the Plan contemplates that the Non-Union Debtors will jointly and severally be
responsible for and make the payments required under Articles II.B. 1., II.C. 1. and II.D. of the Plan and
the Union Debtors will jointly and severally be responsible for and make the payments required under
Articles ll.B.2., II.C.2. and II.E. of the Plan.
O. Lender Contribution of DIP Funds to Fund Distributions to Certain Allowed
Claims in Class SA. The Senior Seem'ed Lenders and DIP Lenders have agreed to contribute to Newcoa
portion of the DIP Funds to pay Holders of certain Allowed Critical Business Claim~, Allowed Utilities
Claimq and Allowed De Minimis Claims in Class 5A, in accordance with the terms of this Plan and the
Summary Term Sheet. The DIP Funds represent assets and distributions, in which the Debtors have no
right, title or interest, pursuant to the Forbearance Agreement, and, which would otherwise be required by
applicable law to be paid directly to the Senior Secured Lenders and the DIP Lenders. Accordingly,
within 30 days after the Effective Date, Holders of those certain Critical Business Claims, Utilities Claimq
and De Minimis Claimq in Class 5A shall be paid directly from the DIP Funds, in accordance with Article
II, from and by Cash that, but for its voluntary assignment hereunder by the DIP Lenders and Senior
Secured Lenders to and for the sole benefit of the assignees designated pursuant to the Plan, would
otherwise be required to be paid to the DIP Lenders and Senior Secured Lenders.
P. Beneficial Interests in the Union Trust. The individuals or entities that expend any
resources or monies to clean-up environmental contamination on any property owned by the Union Trust
or to satisfy liabilities with respect to such property after the Petition Date shall be entitled to be
beneficiaries of the Union Trust; provided, however, that in no event shall the Union Trust have more
than 450 beneficiaries at any lime (it being understood that if there are more than 450 individuals or
entities that would qualify to be beneficiaries, then only the first 450 qualifying individuals or entities
shall be Union Trust beneficiaries).
IV. Acceptance or Rejection of the Plan
A. Classes Entitled to Vote. Classes lA, 3A, 6A, 9A, lB, 2B and 3B are entitled to vote to
accept or reject the Plan. By operation of law, each Unimpaired Class of Claims and Interests is deemed
to have accepted the Plan and, therefore, is not entitled to vote to accept or reject the Plan. Classes 2A
and 4A are deemed to have accepted the Plan.
B. Classes Deemed to Reject Classes 5A, 7A, 8A, 10A, 5B, 6B, 8B, 9B and 10B are not
entitled to receive or retain any property under the Plan. Under section 1126(g) of the Bankruptcy Code,
Holders of Claims or Interests in such Classes are deemed to reject the Plan, and their votes will not be
solicited.
C. Acceptance by Impaired Classes. An Impaired Class of Claims shall have accepted the
Plan if (a) the Holders (other than any Holder designated under section 1126(e) of the Bankruptcy Code)
of at least two-thirds in amount of the Allowed Claims actually voting in such Class have timely and
properly voted to accept the Plan and (b)the Holders (other than any Holder designated under
section 1126(e) of the Bankruptcy Code) of more than one-half in number of the Allowed Claim.q actually
voting in such Class have timely and properly voted to accept the Plan. An Impaired Class of Interests
shall have accepted the Plan if the Holders (other than any Holder designated under section 1126(e) of the
31
Bankruptcy Code) of at least two-thirds in mount of the Allowed Interests actually voting in such
Class have timely and properly voted to accept the Plan.
D. Cramdown. For purposes of voting on this Plan, each holder of a General Unsecured
Claim in Class 5A and 5B, each holder of a Senior Subordinated Noteholder Claim in Class 6B, each
holder of a Preferred Stock Interest in Class 7A, each holder of a Common Stock Interest in Class 8A and
8B, each holder of an Intercompany Claim in Class 9B and each holder of an Other Securities Claim in
Class 10A and 10B, will not receive or retain any property under this Plan and, therefore, are conclusively
presumed to have rejected the Plan. As a result, the Debtors hereby request confirmation of the Plan, as it
may be modified from time to time, under section 1129Co) of the Bankruptcy Code, with respect to any
Class that rejects, or is deemed to have rejected, the Plan.
V. Procedures For Resolving Disputed Claims
A. Characterization of Disputed Claims. Pursuant to section 111 l(a) of the Bankruptcy
Code, a proof of claim is deemed filed under section 501 of the Bankruptcy Code if that Claim is included
in the Schedules filed under section 521 or 1106(a)(2) of the Bankruptcy Code and is deemed filed in the
amount listed on the Schedules, except if the Claim is scheduled as disputed, contingent or unliquiclated.
Such a disputed, contingent or uuliqnidated Claim must be asserted by its Holder on or before the Bar
Date, or the Administrative Bar Date, as the case may be, by timely filing of a proof of claim. If a proof
of claim is not filed in a timely manner on or before the Bar Date or the Administrative Bar Date, as the
case may be, the Claim shall be deemed to be barred and/or otherwise disallowed.
B. Deadline for Filing Administrative Claims of Non-Professionais. Except as expressly
provided in Article V.C. of this Plan, requests for payment of Allowed Administrative Claimq, excluding
Administrative Claims incurred in the ordinary course of business, must be filed with the Banlomptcy
Court and served no later than the Administrative Bar Date. Holders of Allowed Administrative Claims
that are required to file with the Bankruptcy Court a proof of claim pursuant to Article V.C. of this Plan
and that do not file a proof of claim by the Administrative Bar Date, shall be forever barred from asserting
such Claims against the Debtors, Newco, the Reorganized Subsidiaries or their respective estates.
C. Deadline for Filing Administrative Expense Claims for Professionals. Professionals
or other entities requesting compensation or reimbursement of expenses pursuant to sections 327, 328,
330, 331, 503, 506 or 1103 of the Bankruptcy Code for services rendered before the Effective Date shall
file with the Bankruptcy Court and serve pursuant to Standing Order No. 2 an application for final
allowance of compensation and reimbursement of expenses no later than 60 days after the Effective Date;
provided, however, that any Professional who receives compensation or reimbursement of expenses
pursuant to Standing Order No. 2 may continue to receive such compensation and reimbursement of
expenses for services rendered before the Effective Date so long as the application and request for
compensation and reimbursement are made in strict accordance with and pursuant to Standing Order No.
2.
D. Prosecution of Objections to Claims and Equity Interests. From and after the
Confirmation Date, the Debtors, Newco, the Reorganized Subsidiaries and the Union Trust, may settle or
compromise any Disputed Claims without approval of the Bankruptcy Court and shall have the exclusive
authority to file objections, contest, settle, compromise, withdraw or litigate to judgment objections to
Claims upon approval by FTI, on behalf of the Senior Secured Lenders and the DIP Lenders.
E. Estimation of Claims. The Debtors, Newco, the Reorganized Subsidiaries or the Union
Trust, as the case may be, may, at any time, request that the Bankruptcy Court estimate any contingent or
unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Debtors,
Newco, the Reorganized Subsidiaries or the Union Trust, have previously objected to such Claim or
32
whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain
jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim,
including during the pendency of any appeal relating to any such objection. In the event that the
Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated mount will constitute
either the Allowed mount of such Claim or a maximum limitation on such Claim, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors
(and after the Effective Date, Newco, the Reorganized Subsidiaries or the Union Trust) may elect to
pursue any supplemental proceedings to object to any ultimate payment on such Claim. All of the
aforementioned Claims objection, estimation and resolution procedures are cumulative and not
necessarily exclusive of one another. Claims may be estimated and subsequently compromised, settled,
withdrawn or resolved by any mechanism approved by the Bankruptcy Court, except that after the
Effective Date Neweo, the Reorganized Subsidiaries or the Union Trust may compromise, settle or
resolve any such Claims without further Bankruptcy Court approval.
F. Payments and Distributions on Disputed Claims. Notwithstanding any provision in
the Plan to the contrary, except as otherwise agreed by Newco, the Reorganized Subsidiaries or the Union
Trust, as the ease may be, in their sole discretion, no partial payments and no partial disbursements will
be made with respect to a Disputed Claim until the resolution of such disputed Claim by settlement or
Final Order. Subject to the provisions of this Article V., as soon as practicable after a Disputed Claim
becomes an Allowed Claim, the Holder of such an Allowed Claim will receive all payments and
distributions to which such Holder is entitled under the Plan. Notwithstanding the foregoing, any Person
or Entity who holds both an Allowed Claim(s) and a Disputed Claim(s) will receive the appropriate
payment or distribution on the Allowed Claim(s), although, except as otherwise agreed by Newco, the
Reorganized Subsidiaries or the Union Trust, as the case may be, in its or their sole discretion, no
payment or distribution will be made on the Disputed Claim(s) until such dispute is resolved by
settlement or Final Order. Unless otherwise ordered by the Bankruptcy Court, none of the Debtors,
Newco, the Reorganized Subsidiaries or the Union Trust shall be obligated to establish any reserves in
respect to any Disputed Claim.
G. Objections to Fully Impaired Claims. As outlined in Articles ll.D.5., II.D.7., II.D.8.,
II.D.10., II.E.5., II.E.6., II.E.7. and II.E.8., Holders of Class 5A General Unsecured Claims, Class 6B
Senior Subordinated Noteholder Claims, Class 7A Preferred Stock Interests, Class 8A and 8B Common
Stock Interests, Class 9B Intercompany Claims and Classes 10A and 10B Other Securities Claims are
fully Impaired under the Plan and not entitled to any distribution under the Plan. As a result, the Debtors
do not intend to object to any such Claims or Interests since the allowance or disallowance of such Claims
or Interests will have no impact on Newco's, the Reorganized Subsidiaries' or the Union Trust's Estates.
However, the Debtors reserve the right to file objections to such Claims and interests at any time they
deem appropriate, if ever, up until the closing of these Chapter 11 Cases.
VI. Provisions Governing Distributions.
A. Distributions for Claims Allowed as of the Effective Date. Except as otherwise
provided herein or as ordered by the Bankruptcy Court, distributions to be made on account of Claims
that are Allowed as of the Effective Date shall be made no later than 30 days after the Effective Date; or
as otherwise directed pursuant to the Plan. Distributions on account of Claimq that first become Allowed
Claims after the Effective Date shall be made pursuant to Articles II., IV., V.~ VI. and VIII. of this Plan.
A Holder of securities (including stock) to be issued under the Plan shall be deemed to have the rights of a
Holder of such securities distributed as of the Effective Date.
B. Interest on Claims. Unless otherwise specifically provided for or contemplated in the
Plan or Confirmation Order, or required by applicable bankruptcy law, postpetition interest shall not
33
accrue or be paid on any Claims, other than the Senior Secured Lender Claims arising under the New
Credit Extensions (as defined in the Existing Credit Agreement) and the DIP Claims, and no Holder of a
Claim shall be entitled to interest accruing on or after the Petition Date on any Claim.
C. Delivery of Distributions by Newco, the Reorganized Subsidiaries and the Union
Trust. Newco, the Reorganized Subsidiaries and the Union Trust shall make all distributions required to
be made under the Plan. Newco, the Reorganized Subsidiaries and the Union Trust may employ or
contract with other entities to assist in or make the distributions required by the Plan.
a. Holding and Investment of Undeliverable and Unclaimed Distributions.
If the distribution to any Holder of an Allowed Claim is returned to Newco, the
Reorganized Subsidiaries, the Union Trust or their designees as undeliverable or is
otherwise unclaimed, no further distributions shall be made to such Holder unless and
until Newco, the Reorganized Subsidiaries or the Union Trust are notified in writing of
such Holder's then current address.
b. After Distributions Become Deliverable. Newco, the Reorganized
Subsidiaries and the Union Trust shall make all distributions that have become
deliverable or have been claimed since the Distribution Date as soon as practicable after
such distribution has become deliverable.
c. Failure to Claim Undeliverable Distributions. Any Holder of an Allowed
Claim that does not assert a Claim pursuant to the Plan for an undeliverable or unclaimed
distribution within one year after the Effective Date shall be deemed to have forfeited its
Claim for such undeliverable or unclaimed distribution and shall be forever barred and
enjoined from asserting any such Claim for an undeliverable or unclaimed distribution
against any of the Debtors, Newco, the Reorganized Subsidiaries, the Union Trust or their
respective Estates. In such cases, any Cash for distribution on account of such Claims for
undeliverable or unclaimed distributions shall become the property of the Estates free of
any restrictions thereon and notwithstanding any federal or state escheat laws to the
contrary, subject to the liens of the Senior Secured Lenders. Any Newco Warrants held
for distribution on account of such Senior Subordinated Noteholder Claims shall be
cancelled and be of no further force or effect. Nothing contained in the Plan shall require
any of Newco, the Reorganized Subsidiaries or the Union Trust to attempt to locate any
Holder of an Allowed Claim or Interest.
D. Record Date for Distributions. At the close of business on the Effective Date, the
transfer register for the Existing Subordinated Notes, the Existing Preferred Stock, the Existing Common
Stock, the Existing Options and the Existing Warrants, as maintained by Old OSI, or any applicable
trustee or their respective agents, shall be closed and the transfer of such securities or any interest thereon
prohibited. None of Newco, the Reorganized Subsidiaries, the Union Trust or their designees, shall have
any obligation to recognize the transfer of, or the sale of any participation in, any Allowed Claim or
Interest that occurs after the close of business on the Effective Date, and each of them shall be entitled for
all purposes herein to recognize and distribute only to those Holders of Allowed Claim.q and Interests who
are Holders of such Claims or Interest or participants therein, as of the close of business on the Effective
Date. Newco, the Reorganized Subsidiaries, the Union Trust or their designees, shall instead be entitled
to recognize and deal, for all purposes under the Plan, with only those Holders identified on proofs of
claim or the Schedules as of the Effective Date or stated on any official register as of the close of business
on the Effective Date.
E. Means of Cash Payment. Cash payments made pursuant to the Plan shall be in U.S.
dollars and shall be made by the means agreed to by the payer or the payee, or in the absence of an
34
agreement, at the option and in the sole discretion of Newco, the Reorganized Subsidiaries and the Union
Trust, upon consultation with FTI on behalf of the Senior Secured Lenders and the DIP Lenders, by
(1) checks drawn on or (2)wire ~'ansfer from a domestic bank selected by Newco, the Reorganized
Subsidiaries or the Union Trust. Cash payments to foreign creditors may be made, at the option of
Newco, the Reorganized Subsidiaries or the Union Trust, in such funds and by such means as are
necessary or customary in a particular foreign jurisdiction.
F. Withholding and Reporting Requirements. In connection with the Plan and all
distributions thereunder, Newco, the Reorganized Subsidiaries and the Union Trust shall comply with all
tax withholding and reporting requirements imposed by any federal, state, local or foreign taxing
authority, and all distributions hereunder shall be subject to any such withholding and reporting
requirements. Newco, the Reorganized Subsidiaries and the Union Trust shall be authorized to take any
and all actions that may be necessary or appropriate to comply with such withholding and reporting
requirements. Notwithstanding any other provision of the Plan, (1) each Holder of an Allowed Claim or
Interest that is to receive any distribution under the Plan shall have sole and exclusive responsibility for
the satisfaction and payment of any tax obligations imposed by any governmental unit, including income,
withholding and other tax obligations, on account of such distribution, and (2)no distribution shall be
made to or on behalf of such Holder pursuant to the Plan unless and until such Holder has made
arrangements satisfactory to Newco, the Reorganized Subsidiaries or the Union Trust for the payment and
satisfaction of such tax obligations or has, to Newco's, the Reorganized Subsidiary's or the Union Trust's
satisfaction, established an exemption therefrom. Any security to be distributed pursuant to the Plan
shall, pending the implementation of such arrangements, be treated as undeliverable pursuant to
Article VI.C. hereof.
G. Setoffs and Recoupments. The Debtors, Newco, the Reorganized Subsidiaries or the
Union Trust may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, but
shall not be required to, set off against or recoup from any Claim on which payments are to be made
pursuant to the Plan, any Claims of any nature whatsoever the Debtors, Newco, the Reorganized
Subsidiaries or the Union Trust, may have against the Holder of such Claim that is not released under
Article X., hereof; provided, however, that neither the failure to do so nor the allowance of any Claim
hereunder shall constitute a waiver or release by the Debtors, Newco, the Reorganized Subsidiaries or the
Union Trust of any such Claim the Debtors, Newco, the Reorganized Subsidiaries or the Union Trust may
have against such Claimant.
H. Surrender of Existing Instruments or Securities. As a condition precedent to
receiving any distribution pursuant to the Plan on account of an Allowed Claim, the Holder of such
Allowed Claim shall tender the applicable instruments, securities or other documentation evidencing such
Allowed Claim to Newco, the applicable Reorganized Subsidiary or the Union Trust, or their agents or
designees, unless waived in writing by Newco, the applicable Reorganized Subsidiary or the Union Trust.
Any security to be distributed pursuant to the Plan on account of any such Claim shall, pending such
surrender, be treated as an undeliverable distribution pursuant to Article VI.C. hereof. Without limiting
the foregoing:
35
1. Existing Subordinated Notes and Subordinated Note Guaranties. Each Holder of
an Existing Subordinated Note Claim shall tender the Existing Subordinated Note(s) relating to such
Claim and the Subordinated Note Guaranty to Newco or the Union Trust, as applicable, in accordance
with written instructions to be provided to such Holders by Newco or the Union Trust as promptly as
practicable following the Effective Date. Such instructions shall specify that delivery of such instruments
will be effected, and risk of loss and title thereto will pass, only upon the proper delivery of such
instnmaents with a letter of transmittal in accordance with such insmactions. All surrendered Existing
Subordinated Notes and Subordinated Note Guaranties shall be marked as cancelled.
2. Failure to Surrender Instruments. Any Holder of an Existing Subordinated Note
Claim that fails to surrender or is deemed to have failed to surrender the applicable Existing Subordinated
Note(s) and Subordinated Note Guaranty(s) required to be tendered hereunder within one year after the
Effective Date shall have its Claim and its distribution pursuant to the Plan on account of such Existing
Subordinated Note(s) and Subordinated Note Guaranty(s) discharged and shall be forever barred from
asserting any such Claim against Newco, the Union Trust or their respective Estates. In such cases, any
Newco Warrants held for distribution on account of such Claim shall be disposed of pursuant to
Article VI.C. hereof. As a condition to receiving any distribution under the Plan, each Holder of a
promissory note, certificate or other insu-urnent evidencing a Claim must surrender such promissory note,
certificate or other instrument to Newco, the Union Trust, or their agents or their designees, as applicable,
unless Newco or the Union Trust otherwise provides. Upon receipt of Existing Subordinated Notes and
Subordinated Note Guaranty(s), such notes and guaranties will be marked as "cancelled" and delivered to
Newco. Any Holder of a Claim that fails to (i) surrender such instrument or (ii) execute and deliver an
affidavit of loss and/or indemnity reasonably satisfactory to Newco before the later to occur of (A) the
second anniversary of the Effective Date or (]3) six months following the date that such Holder's Claim
becomes an Allowed Claim, shall be deemed to have forfeited all rights and Claims with respect thereto,
may not participate in any distribution under the Plan on account thereof and all amounts owing with
respect to such Allowed Claim shall be retained by Newco.
I. Lost, Stolen, Mutilated or Destroyed Securities and Guaranties. In addition to any
requirements under any applicable agreement, any Holder of a Claim evidenced by an Existing
Subordinated Note and/or Subordinated Note Guaranty that has been lost, stolen, mutilated or destroyed
shall, in lieu of surrendering such Existing Subordinated Note or Subordinated Note Guaranty, deliver to
Newco or the Union Trust, as applicable: (1)evidence reasonably satisfactory to Neweo or the Union
Trust of the loss, theft, mutilation or destruction; and (2) such security or indemnity, as may be required
by Newco or the Union Trust, to hold Newco or the Union Trust harmless from any damages, liabilities
or costs incurred in treating such individual as a Holder of an Allowed Claim. Upon compliance with this
Article VI. by a Holder of a Claim evidenced by an Existing Subordinated Note or Subordinated Note
Guaranty, such Holder shall, for all purposes under the Plan, be deemed to have surrendered such
instmment~
J. Fractional Shares. Fractional shares shall be disUibuted, but all fractional shares shall
be rounded to the nearest 1/I00th ora share.
VII. Union Trust
A. Generally. The powers, authority, responsibilities and duties of the Union Trust and the
Administrator are set forth in and shall be governed by the UT Agreement.
B. Purpose of the Union Trust. The Union Trust shall be established for the primary
purpose of holding the Residual Union LLC Assets until such time as those properties have been cleaned-
up or have become marketable. None of Newco, Old OSI LLC nor any subsidiaries of Newco (including
the Reorganized Subsidiaries) shall be deemed successors of Union LLC, any Union Debtor or the Union
36
Trust. None of Newco, Administrator Holdco nor Administrator shall be deemed owners of operators of
any properties held by Union Trust upon the effectiveness of the Plan. It is not anticipated that the
Debtors will incur any United States federal income tax liability fi:om the transfer of the Residual Union
LLC Assets to the Union Trust.
C. Combination of Union Debtors With and Into Union Trust.
1. The combination of the Union Debtors with and into the Union Trust, and the
cessation of their separate corporate existence shall vest in the Union Trust, and the Residual Union LLC
Assets shall be held for the benefit of (i) the Holders of Allowed Administrative Claims, Priority Tax
Claims and Priority Non-Tax Claims of the Union Debtors only to the extent such Holders are entitled to
distributions under the Plan and (ii) any other Person who expends resources or monies after the Petition
Date on cleaning or remediation of the environmental contamination of such properties. On the Effective
Date, Union LLC and the other Union Debtors shall be combined with and into the Union Trust and the
Union Trust shall be discharged fi.om liabilities as provided in Article X.B. herein. Notwithstanding the
foregoing, to the extent the Debtors determine that any such transfer may implicate an exclusion in any
Debtors' Director and Officer Insurance Policy, the cause of action at issue shall be assigned in another
manner determined by the Debtors.
2. For all federal income tax purposes, all parties (including, without limitation,
Newco, the Administrator and the beneficiaries of the Union Trust) shall treat the transfer of assets to the
Union Trust in accordance with the terms of the Plan, as a transfer by Union LLC and the other Union
Debtors to the Holders of Allowed Administrative Claims, Priority Tax Claims and Priority Non-Tax
Claims of the Union Debtors and followed by a transfer by such Holders to the Union Trust, and the
beneficiaries of the Union Trust shall be treated as the grantors and owners thereof.
D. Distribution - Withholding. At least annually, the Administrator shall distribute to the
beneficiaries of the Union Trust, on a pro rata basis as applicable, all net Cash income plus all net Cash
proceeds fi:om the sale of any of its assets, provided, however, that the Union Trust may retain such
mounts (i) as are necessary in the sole discretion of the Administrator to meet contingent liabilities and
to maintain and preserve the value of its assets, (ii) to pay administrative expenses (including any taxes
imposed on the Union Trust or in respect of its assets) and (iii)to satisfy other liabilities included or
assumed by the Union Trust (or to which its assets are otherwise subject) in accordance with the Plan or
the UT Agreement. All such distributions shall be subject to the terms of the Plan and the UT Agreement;
provided, further, that of the net amount distributable, the Administrator shall reserve such amounts as
would be distributable in respect of Disputed Claims (treating such Claims, for this purpose, as if they
were Allowed Claims). The Union Trust may withhold fi.om amounts distributable to any Person any and
all amounts, determined in the Administrator's reasonable sole discretion, to be required by any law,
regulation, nde, ruling, directive or other governmental requirement.
E. Union Trust Implementation. The Union Trust will be established and become
effective as described in Article III.A. for the benefit of the Holders of Allowed Administrative Claim.q,
Priority Tax Claims and Priority Non-Tax Claims of the Union Debtors and other Persons who expend
resources or monies after the Petition Date on cleaning or remediation of the environmental
contamination of such properties. The UT Agreement shall contain provisions customary to trust
agreements utilized in comparable circumstances, including, but not limited to, any and all provisions
necessary to ensure the continued treatment of the Union Trust as a grantor mrst and the Holders of
Allowed Administrative Claims, Priority Tax Claims and Priority Non-Tax Claims as the grantors and
owners thereof for federal income tax purposes. All parties (including the Debtors, the Administrator and
Holders of Allowed Administrative Claims, Priority Tax Claims and Priority Non-Tax Claims of the
Union Debtors) shall execute any documents or other instruments as necessary to cause title to the
37
applicable assets to be transferred to the Union Trust and Administrator shall serve as the Administrator
of the Union Trust.
VIII. Tre~_~ent of Executory. Contracts and Unexpired Leases
A. Assumption of Executory Contracts and Unexpired Leases. Pursuant to the Debtors'
Chapter 11 Cases, it is anticipated that a limited number of executory contracts and unexpired leases of
the Non-Union Debtors will be rejected and that all others will be assumed. All executory contracts or
unexpired leases of the (I) Non-Union Debtors, as jointly determined between the Debtors and FTI, on
behalf of the Senior Secured Lenders, that have not been rejected as of the Confirmation Date or as to
which a motion for approval of rejection has been Filed and has not been withdrawn or decided by a Final
Order as of the Confirmation Date or which has been designated in the Plan Supplement for rejection will
be deemed assumed in accordance with the provisions and requirements of section 365 and 1123 of the
Bankruptcy Code as of the Effective Date with the exception of Existing Options which shall be deemed
rejected as of the Effective Date and (2) Union Debtors will be deemed rejected as of the Effective Date
unless such executory contract or unexpired lease is affirmatively assumed by the Union Debtors on or
before the Effective Date. Entry of the Confumation Order by the Bankruptcy Court shall constitute
approval of such assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each
executory contract and unexpired lease assumed pursuant to this Article VIII. shall revest in and be fully
enforceable by Newco or the applicable Reorganized Subsidiary in accordance with its terms, except as
modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing and providing for
its assumption or applicable federal law. Any executory contract or unexpired lease that is assumed after
the Effective Date as a result of a withdrawn motion for approval of rejection Filed before the Effective
Date shall be deemed assumed as of the date of withdrawal of such motion for approval of rejection.
Notwithstanding anything in this Article VIII.A. to the contrary, the following executory contracts or
unexpired leases shall not be deemed assumed as of the Effective Date: (1) any executory contract or
unexpired lease that has been rejected pursuant to an order of the Bankruptcy Court entered before the
Coni'mnation Date, (2) any executory eonlxaet or unexpired lease as to which a motion for approval of the
rejection for such executory contract or unexpired lease has been Filed and has not been withdrawn or
decided by a Final Order as of the Confirmation Date and (3) any executory contract or unexpired lease
designated in the Plan Supplement for rejection.
B. Cure of Defaults of Assumed Executory Contracts and Unexpired Leases. Subject to
the limitations of section 502(b) of the Bankruptcy Code, any monetary amounts by which each executory
contract and unexpired lease to be assumed pursuant to the Plan is in default, shall be satisfied, pursuant
to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective
Date or on such other terms as the parties to such executory contracts or unexpired leases and FTI, on
behalf of the Senior Secured Lenders, may otherwise agree. In the event of a dispute regarding: (1) the
nature and amount of any cure payments, (2) the ability of the applicable Newco, Reorganized Subsidiary
or any assignee to provide "adequate assurance of future performance" (within the meaning of
section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (3) any other matter
pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall
be made following the entry of a Final Order resolving the dispute and approving the assumption. The
Confirmation Order shall provide for notices of proposed assumptions and proposed cure amounts to be
sent to applicable third parties and for procedures for objecting thereto and resolution of disputes by the
Bankruptcy Court.
C. Claims Based on Rejection of Executory Contracts. Any counter-party to an
executory contract or unexpired lease that is rejected shall be entitled to File a proof of claim therefor (the
"Rejection Claims"). All proofs of claim with respect to Claims arising from the rejection of executory
contracts or unexpired leases, if any, must be Filed with the Bankruptcy Court within thirty days after the
38
date of the notice of rejection or notice of the entry of an order of the Bankruptcy Court approving such
rejection. Any Claims arising from the rejection of an executory contract or unexpired lease not timely
Filed will be forever barred from assertion against the Debtors, Newco, the Reorganized Subsidiaries or
the Union Trust and their Estates or property unless otherwise ordered by the Bankruptcy Court or
provided in this Plan. All such Claims for which proofs of claim are required to be Filed will be treated
as General Unsecured Claim.~ under this Plan.
Newco, the Reorganized Subsidiaries or the Union Trust shall have the opportunity to File and
serve upon the affected contract counter-party, objections to Rejection Claims as outlined in Article V.
herein, with respect to Claims Objections. The Debtors, Newco, the Reorganized Subsidiaries and the
Union Trust shall be, without the need for Bankruptcy Court Approval, authorized to and shall resolve all
Disputed Rejection Claim.q by withdrawing or settling such objections thereto, or by litigating to
judgment in the Bankruptcy Court, or such other court having jurisdiction, the validity, nature and/or
amount thereof.. No payments or distributions shall be made with respect to a Disputed Rejection Claim
unless and until all objections to such Disputed Rejection Claim have been (i) settled or withdrawn or
(ii) have been determined by Final Order and the Disputed Rejection Claim has become an Allowed
Rejection Claim. Newco, the Reorganized Subsidiaries or the Union Trust, as applicable, shall make
payments and distributions to the Holder of a Disputed Rejection Claim that has become an Allowed
Rejection Claim as soon as practicable after the date such Disputed Rejection Claim becomes an Allowed
Rejection Claim in accordance with the terms hereof.
D. Compensation and Benefit Programs. Except as othemdse expressly provided
hereunder or in previous motions filed with the Bankruptcy Court seeking rejection of certain contracts
related to compensation, severance and/or benefit programs, all employment and severance policies and
all compensation and benefit plans, policies and programs of the Non-Union Debtors applicable to their
employees, retirees and non-employee directors or members of the board of directors and the employees
and retirees of their subsidiaries, including, without limitation, all indemnification obligations and
programs, savings plans, retirement plans, healthcare plans, disability plans, severance benefit plans,
incentive plans and life, accidental death and dismemberment insurance plans, are treated as executory
contracts under the Plan and on the Effective Date will be assumed pursuant to the provisions of
sections 365 and 1123 of the Bankruptcy Code. All employment contracts assumed pursuant to this
Article VI/I.D. shall be deemed modified such that the transactions contemplated by the Plan shall not be
a "change of control" or "sale of the business," as defined in the relevant employment contracts.
E. Directors and Officers. All directors' and officers' liability insurance policies
maintained by the Debtors are hereby assumed. Entry of the order confirming the Plan by the clerk of the
Bankruptcy Court shall constitute approval of such assumptions pursuant to subsection 365(a) of the
Bankruptcy Code. Newco, the Reorganized Subsidiaries and the Union Trust shall maintain for a period
of not less than six years from the Effective Date, coverage for the individuals covered, as of the Petition
Date, by such policies at levels and on terms no less favorable to such individuals than the terms and
levels provided for under the policies existing on the Petition Date and assumed pursuant to the Plan.
Solely with respect to directors and officers of any of the Debtors who served in any such capacity at any
time on or after the Petition Date, the Debtors shall be deemed to assume, as of the Effective Date, their
respective obligations to indemnify such individuals (and only such individuals) with respect to or based
upon any act or omission taken or omitted on or before such Effective Date in any of such capacities, or
for or on behalf of any Debtor, pursuant to and to the extent provided by the Debtors' respective articles
of incorporation, certificates of formation, corporate charters, bylaws, operating agreements and similar
governing documents, as in effect as of the Petition Date. Notwithstanding anything to the contrary
contained herein, such assumed indemnity obligations shall not be discharged, Impaired or otherwise
modified by confu'mation of this Plan and shall be deemed and treated as executory contracts that have
been assumed by the Debtors pursuant to this Plan as to which no proof of claim need be Filed.
39
LX. Confirmation and Consummation of the Plan
A. Conditions Precedent to Confirmation. The Plan shall not be confirmed unless and
until the Confirmation Order shall be in form and substance satisfactory to the Debtors, the lVlDP
Investors, the Majority Consenting Lenders and Merrill Lynch, which shall approve all provisions, terms
and conditions of this Plan.
B. Conditions Precedent to Effective Date. The Effective Date shall not occur and the
Plan shall not become effective unless and until the following conditions have been satisfied in full or
waived by the Debtors, the Majority Consenting Lenders and the MDP Investors:
1. The Confirmation Order shall have been entered and become a Final Order in
form and substance reasonably satisfactory to the Debtors, the lVlDP Investors, Merrill Lynch and the
Majority Consenting Lenders and shall provide among other things that:
a. The Debtors, Newco, the Reorganized Subsidiaries and the Union Trust
are authorized to take all actions necessary or appropriate to enter into, implement and
consummate the contracts, instruments, releases, leases, indentures and other agreements
or documents created in connection with the Plan; and
b. The provisions of the Confirmation Order are nonseverable and mutually
dependent.
2. The Newco Charter and the Newco By-Laws shall have been filed with the
appropriate authority in accordance with such jurisdiction's corporation laws;
3. The new board of directors of Newco shall have been appointed;
4. All actions, documents and agreements necessary to implement the Plan shall
have been effected or executed;
5. The New Credit Agreement and the security agreements, guaranties and other
agreements and instruments to be executed in connection therewith in form and substance satisfactory to
the Debtors and the Majority Consenting Lenders shall have been executed by all necessary parties
thereto and prior to, or simultaneously with, the effectiveness of the Plan, shall have become effective;
6. The financial covenants outlined in the Summary Term Sheet shall have been
satisfied;
7. No material adverse change to the business, operations, condition (financial or
otherwise), results of operations or prospects of the Debtors shall have occurred;
8. No litigation relating to the Plan or the Lock-Up Agreement, including the events
leading thereto, involving MDP (or its employees), the Senior Secured Lenders (or the agents thereof) or
the Debtors (or the officers and directors thereof) shall be pending;
9. The ML Conduit shall be consummated on terms and conditions satisfactory to
the lVlDP Investors and the Majority Consenting Lenders;
10. The MDP Investors, the majority of the Consenting Lenders and the Company's
satisfaction with the consideration, if any, given to the existing Holders of Subordinated Notes or existing
Preferred Stock;
40
11. Execution and delivery of satisfactory credit, security, guaranty, equity and other
related documentation embodying the structure, terms and conditions contained herein, as well as receipt
of closing certificates, resolutions and/or certificates (including the Newco Charter), opinions of counsel,
etc., customary for the type of transaction proposed and in each case satisfactory in form and substance to
the MDP Investors, the Company and the majority of the Consenting Lenders;
12. Any necessary regulatory approvals shall have been obtained;
13. The Plan and Conf'mmation Order shall include releases and indemnification of
MDP and its officers, directors, agents, attorneys and affiliates, the Debtors and their respective officers,
directors, affiliates, attorneys and agents and the Senior Secured Lenders and their respective officers,
directors, affiliates, attorneys and agents in form and substance satisfactory to such Persons to the fullest
extent permitted by law;
14. The aggregate dollar mount to be paid in satisfaction of Administrative Claims
(other than AdrninisWative Expense Claims incurred by Professionals or in the ordinary course of
business) shall not exceed $500,000, or if more, an amount which has been approved by the Majority
Consenting Lenders;
15. The contribution of the Lenders Contribution to Newco in accordance with the
terms of the DIP Term Sheet; and
16. The transactions set forth in Article III. A. - III.G. shall have occurred on or
before the Effective Date.
C. Waiver of Conditions. Waiver by the Debtors, the Majority Consenting Lenders and the
MDP Investors of any of the conditions precedent to confirmation of the Plan or to the Effective Date set
forth in Article IX.A. or IX.B., respectively, of the Plan shall be only upon the written consent of the
Debtors, the Majority Consenting Lenders and the MDP Investors and may be effected at any time
without court approval. Upon the waiver of any condition(s) to the Effective Date set forth in
Article IX.B. of the Plan, and subject to the satisfaction in full of each of the remaining conditions set
forth in such Article, the Plan shall become effective in accordance with its terms without notice to third
parties except as provided herein or any other formal action. The failure to satisfy or waive any condition
to the Effective Date may be asserted by the Debtors regardless of the circumstances giving rise to the
failure of such condition to be satisfied. The failure to exercise any of the foregoing rights shall not be
deemed a waiver of any other rights and each such right shall be deemed an ongoing right that may be
asserted at any time.
D. Effect of Conditions. If each of the conditions to effectiveness and the occurrence of the
Effective Date has not been waived as provided in Article IX.C. above, or satisfied on or before the first
Business Day that is more than thirty days after the date on which the Bankruptcy Court enters the
Confirmation Order, or by such later date as is proposed by the Debtors and approved, after notice and a
hearing, by the Bankruptcy Court, then upon a motion by the Debtors made before the time that each of
the conditions has been satisfied or waived, the Confirmation Order may be vacated by the Banla'uptcy
Court; provided, however, that notwithstanding the Filing of such a motion, the Conf'umation Order shall
not be vacated if each of the conditions to consummation is either satisfied or waived by the Debtors
before the Bankruptcy Court enters an order granting the relief requested in such motion. If the
Confirmation Order is vacated, the Plan shall be null and void in all respects and nothing contained in the
Plan shall (1) constitute a waiver or release of any Claims against or Interests in any of the Debtors or
(2) prejudice in any manner the rights of the Holder of any Claim against or Interest in any of the Debtors.
41
X. Effect of Plan Confirmation
A. Binding Effect. The Plan shall be binding upon and inure to the benefit of the Debtors,
all present and former Holders of Claims and Interests and their respective successors and assigns,
including, but not limited to, Newco, the Reorganized Subsidiaries, the Union Trust and all other parties
in interest in these Chapter 11 Cases.
B. Discharge of Claims and Termination of Interests. Except as expressly provided in
the Plan or the Confirmation Order, pursuant to section 1141(d) of the Bankruptcy Code, the fights
afforded under this Plan and the treatment of Claims and Interests under this Plan shall be in exchange for
and in complete satisfaction, settlement, discharge and release of all Claims and in exchange for the
termination of all Interests, including any interest accrued on Claims since the Petition Date. Except as
provided in the Confumation Order or the Plan, confirmation shall (1) discharge the Debtors, Newco, the
Reorgani×ed Subsidiaries, Administrator Holdco, Administrator and the Union Trust from all Claims and
other debts that exist, arose, or relate to events, activities, actions, omissions or transactions before the
Confirmation Date and all debts of the kind specified in section 502(g), 502(h) or 5020) of the
Bankruptcy Code, whether or not (a) a proof of claim based on such debt is Filed or deemed Filed
pursuant to section 501 of the Bankruptcy Code, (b) a Claim based on such debt is Allowed pursuant to
section 502 of the Bankruptcy Code or (c) the Holder of a Claim based on such debt has accepted the
Plan; and (2) terminate all Interests and other rights of Interest Holders in the Debtors.
As of the Confirmation Date, except as provided in this Plan or the Confh'mation Order, all
entities shall be permanently precluded from asserting against the Debtors, Newco, its Subsidiaries, the
Reorganized Subsidiaries or the Union Trust, their successors or their Estates or property, any other or
further Claims, debts, rights, causes of action, liabilities or Interests based upon any act, omission,
transaction or other activity of any nature that occurred prior to the Confirmation Date. In accordance
with the foregoing, except as provided in this Plan or the Confirmation Order, the Conf'mnation Order
shall be a judicial determination of discharge of all such Claims and other debts and liabilities and rights
of Interest Holders in the Debtors, Newco, the Reorganized Subsidiaries, Administrator Holdco,
Administrator and the Union Trust pursuant to sections 524 and 1141 of the Bankruptcy Code and such
discharge shall void any judgment obtained against the Debtors at any time, to the extent that such
judgment relates to a discharged Claim or Interest.
C. Injunction. Except as otherwise provided in this Plan, all entities that have held,
hold or may hold Claims against or Interests in the Debtors, Newco, the Reorganized Subsidiaries,
Administrator Holdco, Administrator and the Union Trust are, as of the Effective Date,
permanently enjoined from taking any actions against any of the Debtors, Newco, the Reorganized
Subsidiaries, Administrator Holdco, Administrator, the Union Trust or the Estates or any of their
property on account of such Claims or Interests including, but not limited to, (a) commencing or
continuing, in any manner or in any pince, any action or other proceeding; (b) enforcing, attaching,
collecting or recovering in any manner any judgment, award, decree or order; (c) creating,
perfecting or enforcing any lien or encumbrance; (d) asserting a setoff, right of subrogation or
recoupment of any kind against any debt, liability or obligation due to the Debtors, Newco, the
Reorganized Subsidiaries, Administrator Holdco, Administrator and the Union Trust; and
(e) commencing or continuing, in any manner or in any place, any action that does not comply with
or is inconsistent with the provisions of the Plan; provided, however, that nothing contained herein
shall preclude such Persons from exercising their rights pursuant to and consistent with the terms
of this Plan.
By accepting distributions pursuant to the Plan, each Holder of an Allowed Claim wffi be
deemed to have specifically consented to the Injunction set forth in this Article X.C.
42
D. Releases.
1. Releases by the Debtors. As of the Effective Date, for good and valuable
consideration, the adequacy of which is hereby confirmed, the Debtors, Newco, Administrator Holdco,
Administrator, the Reorganized Subsidiaries and the Union Trust in their individual capacities and as
Debtors in Possession, will be deemed to forever release, waive and discharge all Claims, obligations,
suits, judgments, damages, demands, debts, rights, Causes of Action and liabilities (other than the rights
of the Debtors, Newco, Administrator Holdeo, Administrator, the Reorganized Subsidiaries and the
Union Trust to enforce the Plan and the contracts, inammaents, releases, indentures and other agreements
or documents delivered thereunder) whether direct or derivative, liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter
arising, in law, equity or othengise that are based in whole or in part on any act, omission, transaction,
event or other occurrence talcing place on or prior to the Effective Date in any way relating to the Debtors,
Newco, Administrator Holdeo, Administrator, the Reorganized Subsidiaries and the Union Liquidating
Trust, the parties released pursuant to this Article, the Chapter 11 Cases, the Plan or the Disclosure
Statement and that could have been asserted by or on behalf of the Debtors or their Estates, Administrator
Holdco, Administrator, Newco, the Reorganized Subsidiaries and the Union Trust against (a) the current
and former directors~ officers and employees (in their capacities as such) of any of the Debtors (other than
for money borrowed from or owed to the Debtors by any such directors, officers or employees as set forth
in the Debtors' books and records as of the Effective Date) and the Debtors' agents and Professionals;
Co) the Senior Secured Lenders, the DIP Lenders and their officers, directors, employees, affiliates,
professionals, including legal and accounting professionals, and agents; (c)MDP and its officers,
directors, affiliates, professionals, including legal and accounting professionals, and agents; (d) Mayer,
Brown, Rowe & Maw, LLP (and any predecessors thereto); (e) FTI; (f) Kirldand & Ellis and Kirkland &
Ellis LLP; (g)The Recovery Group; (h)Bryan Cave LLP; (i) Morris Nichols, Arsht and Tunnell; (j)
Johnson & Colmar and (lc) the respective Affiliates and Non-Debtor Subsidiaries and current and former
officers, directors, employees, agents, members, direct and indirect shareholders, attorneys, advisors and
Professionals of the foregoing and of such Affiliates other than the potential Claim of the Debtors against
certain former employees of North Shore Agency, Inc. outlined on the retained causes of action chart to
be filed with the Plan Supplement; provided, however, that nothing herein shall release any obligation of
the Debtors to indemnify its current and former board of directors or officers under its organizational
documents, by-laws, employee indemnification policies, state law or any other agreement.
2. Releases by Holders of Claims and Interests. On the Effective Date, (a)to the
fullest extent permissible under applicable law, as such law may be extended or interpreted after the
Effective Date, each Holder of a Claim who affirmatively opts to elect the release granted in this
Article X.D.2. by checking the appropriate box on the Ballot indicating such election and Co) to the fullest
extent permissible under applicable law, as such law may be extended or interpreted after the Effective
Date, in consideration for the obligations of the Debtors, Newco, the Reorganized Subsidiaries and the
Union Trust under the Plan and in consideration for the Newco Preferred Stock and the Newco Common
Stock and other contracts, instruments, releases, agreements or documents to be delivered in connection
with the Plan, all Holders of Claims will be deemed forever to release, waive and discharge all Claims,
obligations, suits, judgments, demands, debts, rights, causes of action and liabilities (other than the right
to enforce the Debtors', Newco's, the Reorganized Subsidiaries' and the Union Trust's obligations under
the Plan and the contracts, instruments, releases, agreements and documents delivered under the Plan),
whether direct or derivative, liquidated or unliquidated, fixed or contingent, matured or unmatured,
known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or
otherwise, that are based in whole or in part on any act or omission, transaction, event or other occurrence
taking place on or prior to the Effective Date in any way relating to the Debtors, Newco, the Reorganized
Subsidiaries and the Union Trust, the parties released pursuant to this Article, the Chapter 11 Cases, the
Plan or the Disclosure Statement against (a) the current and former directors, officers and employees of
the Debtors (other than Claims or Interests unrelated to the Debtors)and the Debtors' agents and
Professionals (including legal and accounting professionals); Co)the Senior Secured Lenders and their
officers, directors, affiliates, agents and professionals (including legal and accounting professionals);
(c) MDP and their officers, employees, directors, affiliates, agents and professionals (including legal and
accounting professionals); (d)Mayer, Brown, Rowe & Maw, LLP (and any predecessors thereto);
(e) FTI; (f) Kirldand & Ellis and Kirland & Ellis LLP; (g) The Recovery Group; (h) Bryan Cave, LLP; (i)
Morris, Nichols, Arsht and Tunnell; 0) Johnson & Colmar and (k) the respective Affiliates and current
and former officers, directors, employees, agents, members, direct and indirect shareholders, advisors and
Professionals of the foregoing and of such Affiliates; provided, however, that nothing in this
Article X.D.2. shall release: (A)any obligation of the Debtors to indenmify its current and former
directors and officers under its organizational documents, by-laws employee indemnification policies,
state law or any other agreement; or (B) obligations under the Plan.
E. Indemnification and Fees. Notwithstanding any other provision herein, the DebWrs,
Newco, ,Administrator Holdco, Administrator and the Reorganized Subsidiaries shall be jointly and
severally obligated to indemnify all current and former officers and directors of the Debtors, MDP and
their respective affiliates, agents and professionals against any Claims, obligations, suits, judgments,
damages, demands, debts, fights, Causes of Action or liabilities whether direct or indirect, derivative,
liquidated or unliquidated, fixed or contingent, matured or unmamred, known or unknown, foreseen or
unforeseen, then existing or thereafter arising, in law, equity or otherwise, that are based in whole or in
part on any act or omission, transaction, event or other occurrence taking place on or prior to the Effective
Date in any way relating to the Debtors, Newco, the Reorganized Subsidiaries, the Union Trust, the
Chapter 11 Cases, the Plan or the Disclosure Statement.
F. Exculpation and Limitation of Liability.
1. Subject to limitations required by applicable ethical rules and standards of
conduct, and except as provided in Article X.F.2. below, none of the Debtors, Newco, the Reorganized
Subsidiaries, the Union Trust, the Committee, the members of the Committee (in their capacity as
members of the Committee), the Senior Secured Lenders, the DI1~ Lenders, MDP nor any of the
respective members, officers, directors, employees, attorneys, advisors, representatives, accountants,
financial advisors or agents of the Debtors, Newco, the Reorganized Subsidiaries, the Union Trust, the
Senior Secured Lenders, MDP, the Committee or the members of the Committee who were members,
officers, directors, employees, attorneys, advisors or agents, as the case may be, during the Chapter 11
Cases, shall have or incur any liability to the Debtors or any Holder of a Claim or Interest for any act or
omission from and after the Petition Date in connection with, or arising out of, the Chapter 11 Cases, the
commencement of the Chapter 11 Cases, the operation of the Debtors during the pendency of the
Chapter 11 Cases, the administration of the Chapter 11 Cases, the consummation of this Plan or the
administration of this Plan or the property to be distributed under this Plan except for willful misconduct
or gross negligence, and, in all respects, the Debtors, Newco, Administrator Holdco, Administrator, the
Reorganized Subsidiaries, the Union Trust, the Senior Secured Lenders, MDP and the Committee and
each of their respective members, officers, directors, employees, advisors and agents shall be entitled to
rely upon the advice of counsel with respect to their duties and responsibilities under this Plan.
2. The exculpatory provisions contained in Article X.F. 1. of this Plan (i) shall not
limit the Claims and rights, if any, of the United States and (ii) shall apply to any person or entity who
was not the beneficiary of a post-Petition Date indemnification obligation of the Debtors only to the
extent provided in Article X.F.3.
3. Any Claims that would otherwise be subject to the exculpatory provisions
contained in Article X.F.1. but for the provisions of Article X.F.2., may only be asserted in the
Bankruptcy Court and only if filed on or before sixty days after the Effective Date. In the event that any
such Claims are not filed timely in the Bankruptcy Court, the exemption contained in Article X.F.2. shall
be terminated with respect to such Claim.~ and such Claims shall be deemed subject to the exculpatory
provisions contained in Article X.F.1.
4. Any non-exculpated Claims against the parties set forth in Article X.F. 1. arising
from or related to the matters set forth in Article X.F.1. may only be asserted and filed in the Bankruptcy
Court.
G. Injunction Related to Releases and Exculpation. Except as otherwise provided in
this Plan, the Con£nanation Order will permanently enjoin the commencement or prosecution by
any entity, whether directly, derivatively or otherwise, of any Claims, obligations, suits, judgments,
damages, demands, debts, rights, Causes of Action or liabilities released pursuant to the Plan,
including, but not limited to, the Claims, obligations, suits, judgments, damages, demands, debts,
rights, Causes of Action or liabilities released or subject to exculpation in Article X.D. or X.F. of the
Plan and the Environmental Claims.
H. Preservation of Rights of Action and Settlement of Causes of Action.
I. Preservation of Rights of Action. Except as otherwise provided in the Plan, the
Confumation Order or any document, insmunent, release or other agreement entered into in connection
with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, to the maximum extent
permitted under the Bankruptcy Code, the Debtors and their Estates shall retain all Causes of Action,
including, but not limited to, the Causes of Action listed in the Plan Supplement, except the Union
Debtors and Union Trust shall not retain any Causes of Action with respect to Newco, Administrator
Holdco, Administrator, Old OSI LLC or any Reorganized Subsidiary. Newco, the Reorganized
Subsidiaries and the Union Trust, as the successors in interest to the Debtors and their Estates, may
enforce, sue on, settle or compromise (or decline to do any of the foregoing) any or all of the Causes of
Action except as provided herein. Notwithstanding the foregoing, and subject to paragraph 3 below, the
Debtors, Newco, the Reorganized Subsidiaries and the Union Trust shall not File, commence or pursue
any Claim, right or Cause of Action under sections 544 through 550 of the Bankruptcy Code; provided,
however, that notwithstanding any statute of limitations (including, without limitation, section 544 of the
Bankruptcy Code), the Debtors, Newco, the Reorganized Subsidiaries and the Union Trust shall have the
right to assert or raise such Causes of Action (a) as defe'uses or counterclaims (up to the amount asserted
in the Claim.q against the Debtors) and (b) in connection with the Claimq objection process, in which case
such Causes of Action can be raised as an objection to a Claim and not as defenses or counterclaims.
2. Settlement of Causes of Action. At any time after the Confirmation Date and
before the Effective Date, notwithstanding anything in this Plan to the contrary, the applicable Debtor
may settle any or all Causes of Action with the approval of the Bankruptcy Court pursuant to Bankruptcy
Rule 9019. Notwithstanding the foregoing and anything in this Plan to the contrary, after the Effective
Date, the applicable Debtor may settle any or all Causes of Action without approval of the Bankruptcy
Court.
3. In the event that the Bankruptcy Court determines that causes of action of the
Debtors under Chapter 5 of the Bankruptcy Code are required by the Bankruptcy Code to be preserved as
an element of the Confirmation Order and the Plan, then those causes of action of the Debtors under
Chapter 5 of the Bankruptcy Code shall be transferred on the Effective Date to Chapter 5 trusts to the
extent and on the terms and conditions that the Bankruptcy Court shall determine to be necessary and
appropriate.
45
XL Retention of Jurisdiction
A. Retention of Jurisdiction. Pursuant to sections 10S(c) and 1142 of the Bankruptcy Code
and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the
Bankruptcy Court will retain non-exclusive jurisdiction over all matters arising out of, and related to, the
Chapter 11 Cases and the Plan to the fullest extent permitted by law, including, among other things,
jurisdiction to:
1. Allow, disallow, determine, liquidate, classify, estimate or establish the priority,
secured or unsecured status of any Claim or Interest, including the resolution of any request for payment
of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims or
2. Resolve any matters related to the assumption, assumption and assignment or
rejection of any executory contract or unexpired lease to which any of the Debtors is a party or with
respect to which the Debtors, Newco, the Reorganized Subsidiaries or the Union Trust may be liable and
to hear, determine and, if necessary, liquidate any Claims arising therefrom;
3. Ensure that distributions to Holders of Allowed Claims are accomplished
pursuant to the provisions of the Plan;
4. Decide or resolve any motions, adversary proceedings, contested or litigated
matters and any other matters, and grant or deny any applications involving the Debtors that may be
pending on the Effective Date;
5. Enter such orders as may be necessary or appropriate to implement or
consummate the provisions of the Plan and all eonUacts, instnnnents, releases and other agreements or
documents created in eounecfion with the Plan, the Disclosure Statement or the Confirmation Order;
6. Resolve any cases, controversies, suits, or disputes that may arise in connection
with the consummation, interpretation or enforcement of the Plan or any contract, instrument, release or
other agreement or document that is executed or created pursuant to the Plan, or any enfity's rights arising
from or obligations incurred in connection with the Plan or such documents;
7. Modify the Plan before or after the Effective Date pursuant to section 1127 of the
Bankruptcy Code or modify the Disclosure Statement, the Confirmation Order or any contract,
instrument, release or other agreement or document created in connection with the Plan, the Disclosure
Statement or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in
any Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation order, or any contract,
insmunent, release or other agreement or document created in connection with the Plan, the Disclosure
Statement or the Confirmation Order, in such manner as may be necessary or appropriate to consummate
the Plan;
8. Hear and determine all applications for compensation and reimbursement of
expenses of Professionals under the Plan or under sections 330, 331,503(b) and 1103 of the Bankruptcy
Code; provided, however, that from and after the Effective Date, the payment of fees and expenses of
Neweo or the Reorganized Subsidiaries, including counsel fees, shall be made in the ordinary course of
business and shall not be subject to the approval of the Bankruptcy Court;
9. Issue injunctions, enter and implement other orders or take such other actions as
may be necessary or appropriate to restrain interference by any entity with consummation,
implementation or enforcement of the Plan or the Confirmation order;
46
10. Hear and determine Causes of Action by or on behalf of the Debtors, Newco, the
Reorganized Subsidiaries or the Union Trust;
11. Hear and determine matters concerning state, local and federal taxes in
accordance with sections 346, 505 and 1146 of the Bankruptcy Code;
12. Enter and implement such orders as are necessary or appropriate if the
Confir afion Order is for any reason or in any respect modified, stayed, reversed, revoked or vacated or
distributions pursuant to the Plan are enjoined or stayed;
13. Determine any other matters that may arise in connection with or relate to the
Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other
agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation
Order;
14. Enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications and rulings entered in connection with the Chapter 11 Cases;
15. Hear and determine all matters related to the property of the Estates from and
after the Confirmation Date;
16. Hear and determine such other matters as may be provided in the Confirmation
Order or as may be authorized under the Banlo'uptcy Code; and
17. Enter an order closing the Chapter 11 Cases.
XII. Miscellaneous Provisions
A. Payment of Statutory Fees. All fees payable pursuant to section 1930 of title 28 of the
United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on
the Effective Date.
B. Amendment or Modification of the Plan. In accordance with section 1127 of the
Bankruptcy Code and, to the extent applicable, subject to sections 1122, 1123 and 1125 of the Bankruptcy
Code, the Debtors reserve the right to alter, amend or modify the Plan at any time prior to the
Confirmation Date, subject to the terms of the Lock-Up Agreement. After the Confirmation Date but
prior to the substantial comummation of the Plan, Newco, the Reorganized Subsidiaries or the Union
Trust may institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile
any inconsistencies in the Plan, subject to the terms of the Lock-Up Agreement. A Holder of a Claim that
has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the
proposed alteration, amendment or modification does not adversely change the treatment of the Claim of
such Holder, subject to the terms of the Lock-Up Agreement.
C. Invalidity of Plan Provisions. If, prior to the Confirmation Date, any term or provision
of the Plan is determined by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy
Court will have the power to alter and interpret such term or provision to make it valid or enforceable to
the maximum extent practicable, consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision will then be applicable as altered or
interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms
and provisions of the Plan will remain in full force and effect and will in no way be affected, Impaired, or
invalidated by such holding, alteration, or interpretation. The Confirmation Order will constitute a
47
judicial determination that each term and provision of the Plan, as it may have been altered or interpreted
in accordance with the foregoing, is valid and enforceable pursuant to its terms.
D. Successors and Assigns. The Plan shall be binding upon and inure to the benefit of the
Debtors and their successors and assigns, including, without limitation, Newco, the Reorganized
Subsidiaries and the Union Trust. The fights, benefits and obligations of any entity named or referred to
in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator,
successor or assign of such entity.
E. Plan Supplement The Plan Supplement, which shall include certain exhibits, lists or
documents to be negotiated and executed in connection with the Plan, shall be Filed not later than ten (10)
days prior to the Confirmation Hearing. Upon its Filing, the Plan Supplement may be inspected in the
office of the clerk of the Bankruptcy Court or its designee during normal business hours. Holders of
Claims and Interests may obtain a copy of the Plan Supplement upon written request to the Notice Agent
and counsel to the Senior Secured Lenders shall obtain a copy thereof before it is filed. The documents
contained in the Plan Supplement shah be approved by the Bankruptcy Court pursuant to the
Confirmation Order.
F. Dissolution of Statutory Committees. All statutory Committees appointed in the
Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, if any, shall be dissolved on the
Effective Date.
G. Notices. Any notice required or permitted to be provided under the Plan shall be in
writing and served by either (a) certified mail, return receipt requested, postage prepaid, Co) hand delivery
or (c) reputable overnight delivery service, freight prepaid, to be addressed as follows:
To the Debtors, Newco, the Reorganized Subsidiaries or the Union Trust:
Outsourcing Solutions Inc.
390 South Woods Mill Road, Suite 350
St. Louis, MO 63017
Attention: Gary Weller
With a copy to:
BRYAN CAVE LLP
211 North Broadway
Suite 3600-OSI
St. Louis, MO 63102-2750
Attention: Gregory D. Willard
H. Governing Law. Except to the extent the Bankruptcy Code, the Bankruptcy Rules or
other federal law is applicable, or to the extent an exhibit or schedule to the Plan or Plan Supplement or
any contract, instrument, release, indenture or other agreement or document entered into in connection
with this Plan provides otherwise, the fights and obligations arising under this Plan shall be governed by,
and construed and enforced in accordance with, the laws of the state in which the Bankruptcy Court
resides, without giving effect to the principles of conflicts of law of such jurisdiction.
I. Tax Liability. Newco, the Reorganized Subsidiaries and Union Trust are hereby
authorized to request an expedited determination under section 505(b) of the Bankruptcy Code of the tax
liability of the Debtors for all taxable periods ending after the Petition Date through, and including, the
Effective Date.
48
J. Saturday, Sunday or Legal Holiday. ff any payment or act under the Plan is required to
be made or performed on a date that is not a Business Day, then the making of such payment or the
performance of such act may be completed on the next succeeding Business Day, but shall be deemed to
have been completed as of the required date.
K. Schedules. AH exhibits and schedules to the Plan, including the Summary Term Sheet
and the Plan Supplement, are incorporated hereby and are made a part of the Plan as is set forth in full
herein.
L. Jurisdiction over Newco and Reorganized Subsidiaries. Notwithstanding the
jurisdiction retained in Article XI. hereof, from and at~ the Effective Date, the Bankruptcy Court shall
not have the power after the Effective Date to issue any order which modifies the New Credit Agreement
or the rights of the parties thereto.
M. Filing of Additional Documents. On or before substantial consummation of the Plan,
the Debtors shall be entitled to File such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the Plan.
49
Respectfully Submitted,
OUTSOURCING SOLUTIONS INC.
AMERICAN RECOVERY COMPANY,
INCORPORATED
ASSET RECOVERY & MANAGEMENT CORP.
COAST TO COAST CONSULTING, LLC
C.S.N. CORP.
GENERAL CONNECTOR CORPORATION
GRABLE, GREINER & WOLFF, INC.
GREYSTONE BUSINESS GROUP, LLC
GULF STATE CREDIT, L.L.C.
INDIANA MUTUAL CREDIT ASSOCIATION, INC.
JENNIFER LOOMIS & ASSOCIATES, INC.
NORTH SHORE AGENCY, INC.
OSI COLLECTION SERVICES, INC.
OSI OUTSOURCING SERVICES, INC.
OSI OUTSOURCING SERVICES INTERNATIONAL,
LTD.
OSI PORTFOLIO SERVICES, INC.
OSI SUPPORT SERVICES, INC.
PACIFIC SOFTWARE CONSULTING, LLC
PAE LEASING, LLC
PAYCO AMERICAN INTERNATIONAL CORP.
PERIMETER CREDIT L.L.C.
PROFESSIONAL RECOVERIES INC.
QUALINK, INC.
RWC CONSULTING GROUP, LLC
THE UNION CORPORATION
TRANSWORLD SYSTEMS INC.
U.C.O.-M.B.A. CORPORATION
UCO PROPERTIES, INCORPORATED
UNION FINANCIAL SERVICES GROUP, INC.
UNION-SPECIALTY STEEL CASTING
CORPORATION
UNIVERSITY ACCOUNTING SERVICE, LLC
Dated: July 31, 2003
By: /s/Gary L. Weller
Name: Gary L. Weller
Title: Authorized Signatory
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IN THE MATTER OF
UNION FINANCIAL SERVICES GROUP, INC.,
et al. ~/
Debtors.
) CASE NUMBER 03-45870-399
)
) IN PROCEEDINGS UNDER CHAPTER 11
)
) HONORABLE BARRY S. SCHERMER
) UNITED STATES BANKRUPTCY JUDGE
)
) NOTICE OF HEARING TO CONSIDER APPROVAL OF
) DEBTORS' DISCLOSURE STATEMENT IN CONNECTION
) WITH DEBTORS' AMENDED JOINT PLAN OF
) REORGANIZATION
PLEASE TAKE NOTICE that the debtors and debtors-in-possession (the "Debtors") have filed their Disclosure Statement
For Amended Joint Plan Of Reorganization Under Chapter 11 Of The Bankruptcy Code (as from time to time hereafter amended, the
"Disclosure Statement"), and the Debtors' First Amended Joint Plan Of Reorganization (as from time to time hereafter amended the
"Plan"). A hearing to consider approval of the Disclosure Statement and any amendments shall be held before the Honorable Barry S.
Schemer, United States Bankruptcy Court for the Eastern District of Missouri (the "Court"), Thomas F. Eagleton U.S. Courthouse,
111 South Tenth Street, 5th floor, St. Louis, Missouri 63102, on July 7, 2003 at 11:00 a.m. (CDT) or as soon thereafter as counsel can
be heard (the "Heating"). At the Heating, the Debtors will seek entry of an order:
1. Approving the Debtors' Disclosure Statement, as amended, as containing "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code;
2. Scheduling a hearing to consider confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code;
3. Fixing the time and manner ~or filing objections to confirmation of the Plan;
4. Fixing the time and manner by which holders of claims and interests entitled to vote on the Plan may accept or
reject the Plan; and
5. Granting such other and further relief as the Court deems just and proper.
PLEASE TAKE FURTHER NOTICE that on or before 4:30 p.m. CDT, June 19, 2003, all preliminary objections to the
adequacy of the Disclosure Statement initially shall be communicated, in writing, to, and actually received by, counsel for the
Debtors:
Gregory D. Willard, Esq.
Lloyd A. Palans, Esq.
David M. Unseth, Esq.
Cullen K. Kuhn, Esq.
Bryan Cave LLP ~"
Suite 3600-OSI ·
211 North Broadway : '
St. Louis, Missouri 63102
Each objector must specify, in detail, the exact nature, extent and factual and legal bases of its objection. In the event that an
objection relates to an asserted omission or requested modification of certain information requested to be included in the Disclosure
3./ The Debtors include: Union Financial Services Group, Inc., Outsourcing Solutions Inc., RWC Consulting Group, LLC, Greystone Business Group, LLC,
Coast To Coast Consulting, LLC, PAE Leasing, LLC, Pacific Software Consulting, LLC, University Accounting Service, LLC, North Shore Agency, Inc., OSI Portfolio
Services, Inc., Perimeter Credit L.L.C., Gulf State Credit, L.L.C., OSI Support Services, Inc., OSI Collection Services, Inc., Jennifer Loomis & Associates, Inc., Asset
Recovery & Management Corp., Grable, Greiner & Wolff, Inc., Indiana Mutual Credit Association, Inc., Qualink, Inc., Professional Recoveries Inc., Payco American
International Corp., OSI Outsourcing Services International, Ltd., The Union Corporation, OSI Outsourcing Services, Inc., Transworld Systems Inc., American
Recovery Company, Incorporated, C.S.N. Corp., General Connector Corporation, U.C.O. - M.B.A. Corporation, UCO Properties, Incorporated, Union-Specialty Steel
Casting Corporation.
Statement, the objector shall include in its objection for the Debtors' consideration such proposed information, in form and substance
suitable for insertion into the Disclosure Statement.
The objector shall make all necessary arrangements, by contacting Cullen K. Kuhn at ckkuhn~bryancave.com, and shall
thereafter, but not later than June 26, 2003, meet with counsel for the Debtors and attempt in good faith to resolve the preliminary
objections.
If, following these meetings, resolution of the remaining issues cannot be reached, then on or before 4:30 p.m. CDT, June 30,
2003, the objector shall file a written objection to the Disclosure Statement, which objection shall: (i) include a certification of the
objector's compliance with the terms hereof, including the resolution meeting with counsel for the Debtors; (ii) set forth the name of
the objector, the specific Debtor against whom the objector has a claim, and, if applicable, the nature and amount of the objector's
claim against that Debtor and (iii) state with particularity the legal and factual bases for each remaining objection. The objection must
be filed in accordance with Standing Order #1, a copy of which may be obtained from Bankruptcy Services, Inc., 111 South Tenth
Street, Fourth Floor, St. Louis, Missouri 63102, (314) 244-4940. The objection must also be served upon and actually received by
each of the parties listed on the Master Service List on or before 4:30 p.m. CDT, June 30, 2003.
Copies of the Disclosure Statement and the Plan are on file with the Clerk of the Court and may be examined by any creditor
or party-in-interest at any time during regular business hours. A copy of the documents may be obtained by submitting a written
request, together with copying costs, to Bankruptcy Services, Inc. In addition, the Disclosure Statement and Plan are available from
the following website: http://cms.alixpartners.com.
OBJECTIONS NOT IN COMPLIANCE WITH THIS ORDER SHALL BE BARRED.
The Hearing may be adjourned from time to time without prior notice to creditors or interested parties, other than the
announcement of the adjourned date by the Court at the Hearing, as it may be continued from time to time.
Dated: St. Louis, Missouri Respectfully submitted,
June 4, 2003
UNION FINANCIAL SERVICES GROUP, INC., et al.
By:
/s/Gregory D. Willard
Gregory D. Willard, Esq.
BRYAN CAVE LLP
Gregory D. Willard, Esq., #30192, #4707
Lloyd A. Palans, Esq., #22650, #4024
David M. Unseth, Esq., ~48086, #88527
Cullen K. Kuhn, Esq., #53151, # 110127
One Metropolitan Square
211 North Broadway
Suite 3600 - OSI
St. Louis, Missouri 63102-2750
(314) 259-2000 - Telephone
(314) 259-2020 - Facsimile
Attorneys for Debtors and Debtors-in-Possession
1626951.04 2
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IN THE MA3-FER OF:
UNION FINANCIAL SERVICES GROUP, INC.,
OUTSO, URCING SOLUTIONS INC.,
RWC CONSULTING GROUP, LLC,
GREYSTONE BUSINESS GROUP, LLC,
COAST TO COAST CONSULTING, LLC,
PAE LEASING, LLC,
PACIFIC SOFTWARE CONSULTING, LLC,
UNIVERSITY ACCOUNTING SERVICE, LLC,
NORTH SHORE AGENCY, INC.,
OSI PORITOLIO SERVICES, INC.,
PERIMETER CREDIT L.L.C.,
GULF STATE CREDIT, L.LC.,
OSI SUPPORT SERVICES, INC.,
OSI COLLECTION SERVICES, INC.,
~ENNIFER LOOMIS & ASSOCIATES, INC.,
ASSET RECOVERY & MANAGEMENT CORP.,
GRABLE, GREINER & WOLFF, INC.,
INDIANA MUTUAL CREDIT ASSOCIATION, INC.,
QUALINK, INC.,
PROFESSIONAL RECOVERIES INC.,
PA¥CO AMERICAN INTERNATIONAL CORP.,
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD.,
THE UNION CORPORATION,
OSI OUTSOURCING SERVICES, INC.,
TRANSWORLD SYSTEMS INC.,
AMERICAN RECOVERY COMPANY, INCORPORATED,
C.S.N. CORP.,
GENERAL CONNECTOR CORPORATION,
U.C.O. - M.B.A. CORPORATION,
UCO PROPERTIES, INCORPORATED,
UNION-SPECIALTY STEEL CASTING CORPORATION,
In Proceedings Under Chapter I I
)
)
) Case No. 03.45870-399
) Case No. 03.46349-399
) Case No. 03-46352-399
) Case No. 03-46337-399
) Case No. 03-46336-399
) Case No. 03-46334-399
) Case No. 03-46347-399
) Case No. 03-46346-399
) Case No. 03-46343-399
) Case No. 03-46342-399
) Case No. 03-46339-399
) Case No. 03-46332-399
) Ca~ No. 03-46330-399
) C-.se No. 93.46~27-399
) C.~e No. 03.4632~-399
) Case No. 03.46323-399
) Case No. 03.46354-399
) Case No. 03.46353-399
) Case No. 03-46350-399
) Case No. 03-4~348-399
) Case No. 03-46345-399
) Case No. 03-46344-399
) Case No. 03-4~324-399
) Case No. 03.46326-399
) Case No. 03-46329-399
) Case No. 03.46331-399
) C~se No. 03-4~333-399
) Cat~ No. 03-46335-399
) ~ No. 03-46338-399
) Case No. 03-46340-399
) Case No. 03-46341-399
)
)
)
HONORABLE BARRY S. SCHERMER
UNITED STATES BANKRUPTCY JUDGE
NOTICE OF BAR DATE FOR THE FILING OF PROOFS OF (~LAIM
AUGUST I Iv 2003
TO: ALL PERSONS ASSERTING A CLAIM AGAINST ANY OF THE ABOVE ENTITLES:
PLEASE TAKE NOTICE. that the United States Bankruptcy Court of the Eastern District of Missouri has entered Standing
Order #3 Senine Claims Bar Date. Establishine Claims Processine and Objection Proc__~_ures. and Establishine Claima I~stimation
Procedure~ Pursuant ~o I I U.S.C. §502, regarding the above-named Debtors (the "Debtors") requiring all persons and entities,
including without limitation, individuals, pannerships, corporations, estates, trusu and governmental uniU, EXCEPT THOSE
PERSONS AND ENTITIES DESCRIBED IN PARAGRAPHS A THROUGH F BELOW. thru assert a claim agains! any of the
Debtors which m~se on or prior to May 12, 2003 (except in the case of Union Financial Setvicos Group, Inc., which da~e shall be May
2, 2003), ~o file a proof of claim De or before Augus~ i !, 2003 (the "Bar Dale").
A copy of the ProofofC'laim Form which should be utilized in these proceedings is enclosed with this Notice. A proof
of claim form and infocmation regarding scheduled claims may also be obtained a~ htm'~/cms.alix~armers.com
Proofs of Claim must be filed with an original of each separate proo£of claim. They shall be mailed, in a postage pre-paid
envelope bearing the Debtors' claim address (set out below) as the return address, to:
Union Financial Services Group, Inc.
c/o AlixPa~ners, LLC
2807 Allen Street, Box #820
Dallas. Texas 75204-I031
so as to be received on or before August I I, 200.1.
The original claim must be marked in the upper-right hand corner, "ORIGINAL."
Ifa creditor requests an acknowledgment copy of the proof'of'claim, an additional copy of the proof of claim along with a
self-addressed, postage prepaid return envelope must be submitted.
Each claim must specifically state the name of each Debtor against which such claim is asserted and the case number of the
Debtor against which such claim is asserted. Claims in foreign currency must state the amounts claimed in such foreign currency and
must also convert each such amount to United States Doll,s as of May 12, 2003 (except in the case of Union Financial Services
Group, Inc. which date shall be as of May 2, 2003). If claims are to be asserted against more than one of the Debtors, a seoarate
orizinal of each proof'of claim must be filed in each case in which a claim is asserted. Multiple Debtor Claims may not be filed in a
single proof of claim.
!fyou ,,re required to file a proof of claim and fail to do so, you will be forever barred from voting upon, or receiving
distribution under, any plan or plans of reo,ganizaiion of the Debtors, i, nd will be :orever barred from asserting any such
claim or claims against any of the Debtors or their successors or assigns, EXCEPT THAT:
A. ANY PERSON OR ENTITY THAT HAS ALREADY FILED A PROOF OF CLAIM AGAINST ~ DEBTORS
WITH THE CLERK OF THE COURT NEED NOT FILE ANOTHER PROOF OF CLAIM.
B. ANY PERSON OR ENTITY (i) WHOSE CLAIM IS NOT LISTED AS "DISPUTED", "CONTINGENT" OR
=UNLIQUIDATED" IN TH:E DEBTORS' SCH:EDULES OF ASSETS AND LIABILITIES EXPECTED TO BE
FILED WITH THE CLERK OF ~ COURT ON OR ABOUT JUNE 5, 2003 (OR ANY AMENDMENTS TO
SUCH SCHEDULES) AND (ii) WHO AGREES WITH THE CLASSIFICATION AND AMOUNT SET FORTH
THEREIN NEED NOT FILE A PROOF OF CLAIM.
C. ANY PERSON OR ENTITY WHOSE CLAIM IS PURSUANT TO THE DEBTOR-IN-POSSESSION
FINANCING AGREEMENT AND FACILITY NEED NOT FILE A PROOF OF CLAIM.
D. THE CLAIMS AND INTERESTS DESCRIBED BELOW ("EXCLUDED CLAIMS") ARE NOT AFFECTED BY
THIS NOTICE OR THE ORDER AND ANY PERSON OR ENTITY THAT lEAS AN EXCLUDED CLAIM
NEED NOT FILE A PROOF OF CLAIM ON OR BEFORE THE BAR DATE FOR THE EXCLUDED CLAIM
ONLY.
I. Claims listed in the Schedules of Assets and Liabilities of the Debtors expected to be filed with the Court
on or about June $, 2003 (or any amendments to such Schedules), and whose claim is not listed as
'contingent," 'unliquidated" or 'disputed" and who does not dispute the classification and scheduled
amount of its claim.
2. Claims for which the claimant filed a prnofof claim prior to the date hereof and which proof of claim thc
claimant does not seek to change.
3. Claims allowable under Section 507(aX I) of the Bankruptcy Code as an expense of administration of the
Debtors' chapter I I esmes; holders of delinquent post-petition claims, if any, against the Debtors shall file
an appropri~e application with ~he Court.
4. Claims that have been paid or othem~ise satisfied pursuant to authorization of this Court.
S. Claims by any of the Debtors or any a~liate of the Debtors against one or more of the other Debtors,
which such claim shall be reflected on the Schedules.
6. Claims that heretofore have been allowed or disallowed by order of' this Court.
E. CLAIMS ARISING FROM THE REJECTION OF UNEXPIRED LEASES OR EXECUTORY CONTRACTS
NEED NOT BE FILED UNLESS AND UNTIL SUCH UNEXPIRED LEASE OR EXECUTORY CONTR~.C"F IS
REJECTED. CLAIMS ARISING AS A RESULT OF A JUDGMENT PURSUANT TO CHAPTER 5 OF THE
BANKRUPTCY CODE SHALL BE FILED WITHIN THIRTY DAYS OF ENTRY OF THE JUDGMENT.
CLAIMS ARISING AS A RESULT OF REJECTION SHALL BE FILED WITHIN THIRTY DAYS AFTER
ENTRY OF AN ORDER APPROVING THE REJECTION; PROVIDED HOWEVER, THAT CLAIMS ARISING
1629321 2
FROM THE REJECTION OF LEASES OR EXECUTORY CONTRACTS HERETOFORE APPROVED BY
ORDER OF THIS COURT SHALL BE FILED ON OR PRIOR TO THE BAR DATE.
P. THE INDENTURE TRUSTEE OF EACH BOND ISSUE IS AUTHORIZED TO FILE A PROOF OF CLAIM
WITH RESPECT TO ALL AMOUNTS OUTSTANDING UNDER THE BONDS OF THAT ISSUE.
ACCORDINGLY, CLAIMS OF ANY BONDHOLDER FOR THOSE AMOUNTS OUTSTANDING UNDER A
PARTICULAR BOND NEED NOT BE FILED SEPARATELY BY THE BONDHOLDER.
ALL PERSONS AND ENTITLES OTIIER TITAN THOSE DESCRIBED IN PARAGRAPHS A, B,
C, D, E AND F ABOVE MUST FILE A PROOF OF CLAIM ON OR BEFORE THE BAR DATE.
OTHERWISE THEY SHALL BE FOREVER BARRED FROM VOTING UPON OR RECEIVING
DISTRIBUTION UNDER ANY PLAN OR PLANS OF REORGANIZATION IN THESE CASES.
THE PROVISIONS OF THE BAR ORDER APPLY TO ALL CLAIMS OF WHATEVER
CHARACTER OR NATURE AGAINST EACH DEBTOR OR ITS PROPERTY, WHETHER
SECURED OR UNSECURED, LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT.
Acts or omissions of the Debtors arising or occurring prior to filing their Chapter I 1 petitions, including but not
limited to goods or services provided by the Debtors, may give rise to claims against the Debtors notwithstanding the fact'that such
claims (or the injuries on which they are based) may be contingent or may not have occurred, matured or become fixed or liquidated
prior to the Bar Date. Therefore, any creditor having such a claim or potential claim against the Debtors, no matter how remote or
contingent, unless excluded pursuant to Paragraphs A-F above, must file a proof of claim on or before the Bar Date.
The Debtors have reserved the fight to dispute, or to assert offsets or detenses to, any Claim reflected on the
schedules as to amount, liabilily, classification or otherwise and to subsequently designate any Claim as disputed, contingent,
unliquidated or undetermined as to amount; provided however, that if the Debtors amend their schedules to designate a Claim as
disputed, contingent, unliquidated or undetermined as to amount, or to change the amount ora Claim reflected thereon, then, and in
such event, the affected Creditor shall be afforded an extension ot'30 days from the date on which written notice of such amendment is
given to file a proof of claim, if necessa,T, or be forever baned from doing so. Nothing set forth herein shall be deemed to preclude
the Debtors from objecting to any Claim, whether scheduled or filed, on any grounds.
The Debtors' Schedules of Assets and Liabilities may be examined and inspected by interested parties in the office
of the Clerk of the United States Bankruptcy Court, Thomas F. Eagleto~ U.S. Courthouse, i I I South Tenth Street, Fourth Floor,
St. Louis, Missouri 63102. Copies of Debtors' Schedules of Assets and Liabilities may be obtained from Bankruptcy Services, Inc.,
Thomas F. Eagleton U.S. Courthouse, 111 South Tenth Street, Fourth Floor, St. Louis, Missouri 63102, or may be obtained
electronically through PACER. In addition, creditors may view the Debtors' Schedules of Assets and Liabilities at
ht~o://cms.alixparmers.com.
Any questions regarding the filing of proofs of claim may be directed to AlixParmers at (972) 535-7150. Creditors
should NOT contact the Bankruptcy Court regarding the filing of proofs of claim.
BY ORDER OF THE COURT
BI0 (Official Form 10) (4/01
UNITED STATES BANKRUPTCY COURT DISTRICT OF
Name of Debtor Case Number:
NOTE: This form should not be used to make a claim for an administrative expense arising after the commencement of the
case. A ~request' for payment of an administrative expense may be filed pursuant to I 1 U.S.C. § 503.
Name of Creditor (The person or other entity to whom the
debtor owes money or property):
Name and address where nouces should be sent
Telephone number:
Account or other number by which creditor identifies debtor:
1. Basis for Claim
[] Goods sold
[] Services performed
["1 Money leaned
[] Personal injury/wrongful death
[] Taxes
[] Other
[] Check box if you are aware that anyone else has
filed a proof of claim relating to your claim
Attach copy of statement giving particulars.
[] Check box if you have never received any notices
from the bankruptcy court in this case
[] Check box if the address differs from the address
on the envelope sent to you by the court.
PROOF OF CLAIM
THIS SPACE IS FOR COURT USE ONLY
Check here [] replaces
if this claim [] amends a previously filed claim, dated:
[]
[]
Retiree benefits as defined in I l USC. § I 114(a)
Wages, salaries, and compensation (fill out below)
Your SS #:
Unpaid compensation for services performed
from to
(date)
(date)
Date debt was incurred: [ 3. If court judgment, date obtained:
I
Total Amount of Claim at Time Case Filed: $
If all or pan of your claim is secured or entitled to priority, also complete Item 5 or 6 below.
Check this box if claim includes interest or other charges in addition to the principal amount ofthe claim. Attach itemized statement of all interest or additional
char~es.
Secured Claim.
Check this box if your claim is secured by collateral (including a right
ofsetoft).
Brief Description of Collateral:
[] Real Estate [] Motor Vehicle
[] Other
Value of Collateral: $
Amount of arrearage and other charges at time case filed included in
secured claim, if any: $
[]
[]
[]
[]
Unsecured Priority Claim.
Check this box if you have an unsecured priority claim
Amount entitled to priority $
Specify the priority ofthe claim:
Wages, Salaries, or commissions (up to $4,650)* earned within 90 days
before filing of ibc bankruptcy petition or cessauon of the debtor's
business, whichever is earlier 11 US.C § 507(aX3).
Contributions to an employee benefit plan 11 US.C § 507(aX4).
Up to $2,100' of deposits toward purchase, lease, or rental of property or
services for personal, family, or household use I 1 USC § 507(a)(6)
Alimony, maintenance, or support owed to a spouse, former spouse, or
child I I U.S.C. § 507(a)(7).
Taxes or penalties owed to governmental units 11 USC § 507(aX8).
[] Other - Specify applicable paragraph of I I U.S.C. § 507(a) .
*.4mount~ are subject to adjustment on 4/1/04 and every $ years thereafter with
i ;'*:,?oct tc cas.'s com..mencfd on or a~,'e, the date o~£a{iustment.
7. Credits: The amount of all payments on this claim has been credited and deducted for the purpose of making this THlS SPACE IS FOR COURT USE ONLY
proof of claim.
8. Supporting Doeumeats: .4ttach copies of supporting documents, such as promissory notes, purchase orders,
invoices, itemized statements of running accounts, contracts, court judgments, mortgages, security agreements, and evidence
of perfection of lien. DO NOT SEND ORIGINAL DOCUMENTS. If documents are not available, explain, if the documents
are voluminous, attach a summa~.
9. Date-Stamped Copy: To receive an acknowledgment of the filing of your claim, enclose a stamped, self-
addressed envelo~ an¢ co[~v of this [hoof of claim
Date Sign and print the name and title, if any, of the creditor or other person authorized to file this claim
(attach copy of power of attorney, if any):
Penal~for[~resentin~fraudulentclaim: Fine of up to $500,000 or imprisonment for up to 5 ~,cars, or both. 18 U.S.C. ~ 152 and 3571
1629318
BI0 (Of'ficial Form 10) ~4~,~ ~, Re~ erst ~
INSTRUCTIONS FOR PROOF OF CLAIM FORM
~ instructions and defimttons below are general explanations of the law. In particular opes of cases or circumstances, such as bankruptcy cases that are not.file,t
voluntarily by a debtor, there may be e.~cep,ons to these general rules.
blor
The person, corporation, or other entity that has filed a
bankruptcy case ts called the debtor
Creditor
A creditor ts any person, corporation, or other entity to
whom the debtor owed a debt on the date that the
bankruptcy case was filed
Proof of Claim
A form telling the bankruptcy court how much the
debtor owed a creditor at the time the bankruptcy case
was filed (the amount of the creditor's claim). This
form must be filed with the clerk of the bankruptcy
- DEFINITIONS o
Secured Claim
A claim is a secured claim to the extent that the
creditor has a lien on the property o£tbe debtor
{collateral) that gives the creditor the right to be paid
from that property, before creditors ,,,,ho do not have
liens on the property..
Examples of liens are a mortgage on real estate and a
security interest in a car, truck, boat, television set, or
other item of property. A lien may have been obtained
through a court proceeding before a bankruptcy case
began; m some states a court judgment ts a lien. In
addition, to the extent a creditor also owes money to
the debtor (has a right of setof0, the creditor's claim
may be a secured claim. (See also Unsecured Claim.)
Unsecured Claim
Ifa claim ts not a secured claim ~t ~s an unsecured
claim A claim may be parlly secured and pardi?
unsecured if the propert.',.' on x~hich a creditor ha.,; a
lien ~s not x~orth enough to pay the creditor m full
Unsecured Priority Claim
Certain b'pes of unsecured clmms are given pr~ont.x.
so they are to be paid in bankruptcy cases bet'ore most
other unsecured claims (if there is sufl~c~ent mon¢~ or
property available to pa~ these ctaims/ The most
common types of priority claims are listed on the
proof of claim form. Unsecured claims that are not
specifically given priority status by the bankruptcy
laws are classified as Unsecured Nonprtoriry Claims
ITEMS TO BE COMPLETED~IF NOT ALREADY FILLED IN)
.~. Secured Claim:
Fill in the name of the federal judicial district where the
bankruptcy case was filed (for example, Central District of
California), the name of the debtor in the bankruptcy case, and the
bankruptcy case number. If you received a notice of the case from
the court, all of this information is near the top of the notice.
Information about Creditor:
Complete the section giving the name, address, and telephone
aumber of the creditor to whom the debtor owes money or
property, and the debtor's account number, if any. If anyone else
has already filed a proof of claim relating to this debt~ if you never
received notices from the bankruptcy court about this case, if your
address differs from that to which the court sent notice, or if this
proof of claim replaces or changes a proof of claim that was
already filed, check the appropriate box on the form.
1. Basis for Claim:
Check the type of debt for which the proof of claim is being filed.
If the type of debt is not listed, check "Other" and briefly describe
the type of debt. If you were an employee of the debtor, fill in your
social security number and the dates of work for which you were
not paid.
2. Date Debt Incurred:
Fill in the date when the debt first was owed by the debtor.
3. Court Judgments:
If you have a court judgment for this debt, state the date the court
entered the judgment.
4. Total Amount of Claim at Time Case Filed:
Fill in the total amount of the entire claim. If interest or other
charges in addition to the principal amount of the claim are
included, check the appropriate place on the form and attach an
itemization of the interest and charges.
Check the appropriate place if the claim is a secured claim. You
must state the type and value.of property that is collateral for the
claim, attach copies of the documentation of your lien, and state
the amount past due on the claim as of the date the bankruptcy
case was filed. A claim may be partly secured and partly
unsecured. (See DEFINITIONS, above).
6. Unsecured Priority Claim:
Check the appropriate place if you have an unsecured priority
claim, and state the amount entitled to priority. (See
DEFINITIONS, above). A claim may be partly priority and partly
nonpriority, if, for example, the claim is for more than the amount
given priority by the law. Check the appropriate place to specify
the type of priority claim.
7. Credits:
By signing this proof of claim, you are stating under oath that in
calculating the amount of your claim you have given the debtor
credit for all payments received from the debtor.
8. Supporting Documents:
You must attach to this proof of claim form copies of documents
that show the debtor owes the debt claimed or, if the documents
are too lengthy, a summary, of those documents. If documents are
not available, you must attach an explanation of why they are not
available.