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Subscribers | 2003 |
Joint Plan of Reorganization [Amended No. 1]
Joint Plan of Reorganization [Amended No. 1] (1,508K)
Doc #251192: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2
{SEQUENCE}3
{FILENAME}ch348080.txt
{DESCRIPTION}EX 2.1
{TEXT}
Exhibit 2.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
)
In re: )
) Case No. 02-83984-SSM ) Jointly Administered
US AIRWAYS GROUP, INC., et al., ) Chapter 11
) Hon. Stephen S. Mitchell
Debtors. )
)
FIRST AMENDED JOINT PLAN OF REORGANIZATION
OF US AIRWAYS GROUP, INC. AND ITS AFFILIATED
DEBTORS AND DEBTORS-IN-POSSESSION, AS MODIFIED
----------------------------------------------
John Wm. Butler, Jr.
John K. Lyons
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 West Wacker Drive, Suite
2100 Chicago, Illinois 60606-1285
(312) 407-0700
Alesia Ranney-Marinelli
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
Four Times Square
New York, NY 10036
(212) 735-3000
Lawrence E. Rifken (VSB No. 29037)
Douglas M. Foley (VSB No. 34364)
McGUIREWOODS LLP
1750 Tysons Boulevard, Suite 1800
McLean, Virginia 22102-4215
(703) 712-5000
Attorneys for Debtors and Debtors-in-Possession
Dated: January 17, 2003
TABLE OF CONTENTS
PAGE
INTRODUCTION............................................A-1
ARTICLE I
DEFINITIONS, RULES OF
INTERPRETATION, AND COMPUTATION OF TIME...........A-2
A. Scope of Definitions.........................A-2
B. Definitions..................................A-2
1.1 "Administrative Claim"..................A-2
1.2 "Administrative Claims Bar Date"........A-2
1.3 "ADR Procedures"........................A-2
1.4 "AFA"...................................A-2
1.5 "AFA Designated Representative".........A-2
1.6 "Affiliate Debtors".....................A-2
1.7 "Affiliates"............................A-2
1.8 "Aircraft Equipment"....................A-2
1.9 "Aircraft Secured Claim"................A-3
1.10 "Aircraft Secured Claimholder"..........A-3
1.11 "Allegheny".............................A-3
1.12 "Allowed Claim" or "Allowed Interest"...A-3
1.13 "Allowed Class...Claim"
or "Allowed Class....Interest"..........A-3
1.14 "ALPA"..................................A-3
1.15 "ALPA Designated Representative"........A-3
1.16 "ATSB"..................................A-3
1.17 "ATSB Agent"............................A-3
1.18 "ATSB Loan".............................A-3
1.19 "ATSB Loan Agreement"...................A-4
1.20 "Avoidance Claims"......................A-4
1.21 "Ballot"................................A-4
1.22 "Bankruptcy Code".......................A-4
1.23 "Bankruptcy Court"......................A-4
1.24 "Bankruptcy Rules"......................A-4
1.25 "Bar Date"..............................A-4
1.26 "Bar Date Order"........................A-4
1.27 "Bilateral Cargo Prorate Agreements"....A-4
1.28 "Bilateral Passenger Prorate Agreements"A-4
1.29 "Business Day"..........................A-4
1.30 "Cargo Multilateral Interline
Traffic Agreements".....................A-4
1.31 "Cash"..................................A-5
1.32 "Causes of Action"......................A-5
1.33 "Certificate"...........................A-5
1.34 "Certificates of Incorporation and
Bylaws".................................A-5
1.35 "Chapter 11 Cases"......................A-5
1.36 "Claim".................................A-5
1.37 "Claimholder"...........................A-5
1.38 "Claims Agent"..........................A-5
1.39 "Claims Objection Deadline".............A-5
1.40 "Class".................................A-5
1.41 "Class A Common Stock"..................A-5
1.42 "Class A Preferred Stock"...............A-5
1.43 "Class A-1 Warrants"....................A-6
1.44 "Class B Common Stock"..................A-6
1.45 "Class B Preferred Stock"...............A-6
1.46 "Class C Preferred Stock"...............A-6
1.47 "Confirmation Date".....................A-6
1.48 "Confirmation Hearing"..................A-6
1.49 "Confirmation Order"....................A-6
1.50 "Continuing Indemnification Rights".....A-6
1.51 "Convenience Class Election"............A-6
1.52 "Creditors' Committee"..................A-6
1.53 "Cure"..................................A-6
1.54 "CWA"...................................A-7
1.55 "CWA Designated Representative".........A-7
1.56 "Debtor" or "Debtors"...................A-7
1.57 "DIP Agent".............................A-7
1.58 "DIP Credit Agreement"..................A-7
1.59 "DIP Facility"..........................A-7
1.60 "DIP Facility Claim"....................A-7
1.61 "DIP Facility Order"....................A-7
1.62 "DIP Lenders"...........................A-7
1.63 "Disallowed Claim" or "Disallowed
Interest"...............................A-7
1.64 "Disbursing Agent"......................A-7
1.65 "Disclosure Statement"..................A-7
1.66 "Disputed Claim" or "Disputed Interest".A-8
1.67 "Distribution Date".....................A-8
1.68 "Distribution Reserve"..................A-8
1.69 "Effective Date"........................A-8
1.70 "Employee-Related Agreements"...........A-8
1.71 "Estates"...............................A-8
1.72 "Exhibit"...............................A-8
1.73 "Exhibit Filing Date"...................A-8
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United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – major
domestic passenger airlines including, but not limited to, American Airlines,
Inc., Continental Airlines, Inc., Delta Air Lines, Inc.; Northwest Airlines,
Inc. and United Air Lines, Inc. and airline compensation data. A significant
portion of post-emergence compensation is variable and value will be dependent
upon Company performance.
_____________
United Air Lines, – certain
business, marketing and service agreements among the Borrower and any of Mesa
Airlines, Inc., Chautauqua Airlines, Inc., Trans States Airlines, Inc., and
United Air Lines, Inc., and such other parties or agreements from time to time
that include, but are not limited to, code-sharing, pro-rate,
_____________
United Air
Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United Air
Lines, Inc. and neither the U.S. Department of Transportation nor any other
applicable regulatory agencies shall have filed any objection to such
_____________
dt 92159
;
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – major
domestic passenger airlines including, but not limited to, American Airlines,
Inc., Continental Airlines, Inc., Delta Air Lines, Inc.; Northwest Airlines,
Inc. and United Air Lines, Inc. and airline compensation data. A significant
portion of post-emergence compensation is variable and value will be dependent
upon Company performance.
_____________
United Air Lines, – certain
business, marketing and service agreements among the Borrower and any of Mesa
Airlines, Inc., Chautauqua Airlines, Inc., Trans States Airlines, Inc., and
United Air Lines, Inc., and such other parties or agreements from time to time
that include, but are not limited to, code-sharing, pro-rate,
_____________
United Air
Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United Air
Lines, Inc. and neither the U.S. Department of Transportation nor any other
applicable regulatory agencies shall have filed any objection to such
_____________
dt 92201
;
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – major
domestic passenger airlines including, but not limited to, American Airlines,
Inc., Continental Airlines, Inc., Delta Air Lines, Inc.; Northwest Airlines,
Inc. and United Air Lines, Inc. and airline compensation data. A significant
portion of post-emergence compensation is variable and value will be dependent
upon Company performance.
_____________
United Air Lines, – certain
business, marketing and service agreements among the Borrower and any of Mesa
Airlines, Inc., Chautauqua Airlines, Inc., Trans States Airlines, Inc., and
United Air Lines, Inc., and such other parties or agreements from time to time
that include, but are not limited to, code-sharing, pro-rate,
_____________
United Air
Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United Air
Lines, Inc. and neither the U.S. Department of Transportation nor any other
applicable regulatory agencies shall have filed any objection to such
_____________
dt 92159
;
|
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – major
domestic passenger airlines including, but not limited to, American Airlines,
Inc., Continental Airlines, Inc., Delta Air Lines, Inc.; Northwest Airlines,
Inc. and United Air Lines, Inc. and airline compensation data. A significant
portion of post-emergence compensation is variable and value will be dependent
upon Company performance.
_____________
United Air Lines, – certain
business, marketing and service agreements among the Borrower and any of Mesa
Airlines, Inc., Chautauqua Airlines, Inc., Trans States Airlines, Inc., and
United Air Lines, Inc., and such other parties or agreements from time to time
that include, but are not limited to, code-sharing, pro-rate,
_____________
United Air
Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United Air
Lines, Inc. and neither the U.S. Department of Transportation nor any other
applicable regulatory agencies shall have filed any objection to such
_____________
dt 92201
;
Oakwood Homes
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
Oakwood Homes – Box 455
Clinton, PA 15026-0855
Nason and Cullen
500 N. Gulph Road, Suite 100
King of Prussia, PA 19406
Attn: Russ Cullen
Oakwood Homes Corp
PO Box 27081
Greensboro, NC 27425
Omega Transportation Inc.
P.O. Box 1217
Westminster, CA 92684-1217
Otto Industries
PO Box 410251
_____________
dt 97627
;
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Joint Plan of Reorganization [Amended No. 1]
Joint Plan of Reorganization [Amended No. 1] (467K)
Doc #251209: Click preview link for longer preview.
INTRODUCTION
US Airways Group, Inc., US Airways, Inc., Allegheny Airlines, Inc., PSA Airlines, Inc., Piedmont Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc., and Material Services Company, Inc., debtors and debtors-in-possession in the above-captioned jointly administered chapter 11 reorganization cases, hereby propose the following first amended joint plan of reorganization for the resolution of the outstanding creditor claims against and equity interests in the Debtors. Capitalized terms used herein shall have the meanings ascribed to such terms in Article I.B. hereof. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code.
The sole Group subsidiary incorporated outside of the United States, Airways Assurance Limited LLC, a corporation organized under the laws of Bermuda, has not commenced a case under chapter 11 of the Bankruptcy Code or similar proceedings in any other jurisdiction. This subsidiary continues to operate its business outside of bankruptcy.
The Plan contemplates the reorganization of the Debtors and the resolution of the outstanding Claims against and Interests in the Debtors pursuant to section 1121(a) of the Bankruptcy Code. The obligations owed to unsecured creditors of the Debtors will be converted into new equity securities to be issued by Reorganized Group (i.e., New Equity). Existing holders of Group equity interests and stock options will receive no distribution on account of their existing equity interests or stock options in Group.
A complete list of the Debtors is set forth below. The list identifies each Debtor by its case number in these Chapter 11 Cases. The jurisdiction of incorporation of each Debtor also is designated.
Debtors
US Airways Group, Inc. (Delaware), 02-83984
US Airways, Inc. (Delaware), 02-83985
Allegheny Airlines, Inc. (Delaware), 02-83986
PSA Airlines, Inc. (Pennsylvania), 02-83987
Piedmont Airlines, Inc. (Maryland), 02-83988
MidAtlantic Airways, Inc. (Delaware), 02-83989
US Airways Leasing and Sales, Inc. (Delaware), 02-83990
Material Services Company, Inc. (Delaware), 02-83991
Under section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from a Claimholder until such time as the Disclosure Statement has been approved by the Bankruptcy Court and distributed to Claimholders. In this case, the Disclosure Statement was approved by the Bankruptcy Court by order entered on January 17, 2003, and has been distributed simultaneously with this Plan to all parties whose votes are being solicited. The Disclosure Statement contains, among other things, a discussion of the Debtors history, businesses, properties and operations, projections for those operations, risk factors associated with the business and Plan, a summary and analysis of the Plan, and certain related matters including, among other things, the securities to be issued under the Plan. ALL CLAIMHOLDERS ARE ENCOURAGED TO READ THIS PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN.
Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and those restrictions on modifications set forth in Article XIV of this Plan, each of the Debtors expressly reserves its respective rights to alter, amend, modify, revoke or withdraw this Plan with respect to such Debtor, one or more times, prior to the Plans substantial consummation.
A-1
ARTICLE I
DEFINITIONS, RULES OF
INTERPRETATION, AND COMPUTATION OF TIME
A. Scope of Definitions
For purposes of this Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article I.B. of this Plan. Any term used in this Plan that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.
B. Definitions
1.1 Administrative Claim means a Claim for payment of an administrative expense of a kind specified in section 503(b) of the Bankruptcy Code and entitled to priority pursuant to section 507(a)(1) of the Bankruptcy Code, including, but not limited to, DIP Facility Claims, the actual, necessary costs and expenses, incurred on or after the Petition Date, of preserving the Estates and operating the business of the Debtors, including wages, salaries or commissions for services rendered after the commencement of the Chapter 11 Cases, Professional Claims, all fees and charges assessed against the Estates under chapter 123 of title 28, United States Code, and all Allowed Claims that are entitled to be treated as Administrative Claims pursuant to a Final Order of the Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code.
1.2 Administrative Claims Bar Date means the deadline for filing proofs or requests for payment of Administrative Claims, which shall be forty-five (45) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court and except with respect to Professional Claims and Key Ordinary Course Professional Claims which shall be subject to the provisions of Section 10.2 hereof.
1.3 ADR Procedures means any alternative dispute resolution procedure approved by the Bankruptcy Court or as may be set forth in an Exhibit to this Plan.
1.4 AFA means the Association of Flight Attendants, International.
1.5 AFA Designated Representative means the designated representative selected by the Debtors employees who are subject to the collective bargaining agreement between Reorganized Group and AFA in effect as of the Effective Date.
1.6 Affiliate Debtors means all of the Debtors, other than US Airways Group, Inc.
1.7 Affiliates has the meaning given such term by section 101(2) of the Bankruptcy Code.
1.8 Aircraft Equipment means an aircraft, aircraft engine, propeller, appliance or spare part (and includes all records and documents relating to such equipment that are required, under the terms of the security agreement, lease, or conditional sale contract, to be surrendered or returned in connection with the surrender or return of such equipment) that is leased to, subject to a security interest granted by or conditionally sold to, one of the Debtors.
1.9 Aircraft Secured Claim means a Claim that is secured by a security interest in or a lien on any of the Aircraft Equipment set forth on Exhibit K hereto (to the extent the Debtors have not abandoned, or rejected leases with respect to, such Aircraft Equipment on or prior to the Effective Date) in which a Debtors Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value, as of the Effective Date or such other date as is established by the Bankruptcy Court, of such Claimholders interest in the applicable Estates interest in such Aircraft Equipment or to the extent of the amount subject to setoff, as applicable, as determined by a
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United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – and regulatory object on periods or review periods, as applicable, shall have expired with respect to US Airways, Inc.s marketing arrangement with United Air Lines, Inc. and neither the U.S. Department of Transportation nor any other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92160
;
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – and regulatory object on periods or review periods, as applicable, shall have expired with respect to US Airways, Inc.s marketing arrangement with United Air Lines, Inc. and neither the U.S. Department of Transportation nor any other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92202
;
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – and regulatory object on periods or review periods, as applicable, shall have expired with respect to US Airways, Inc.s marketing arrangement with United Air Lines, Inc. and neither the U.S. Department of Transportation nor any other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92160
;
|
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – and regulatory object on periods or review periods, as applicable, shall have expired with respect to US Airways, Inc.s marketing arrangement with United Air Lines, Inc. and neither the U.S. Department of Transportation nor any other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92202
;
McGraw-Hill Companies
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
McGraw-Hill Companies, Inc – Airport, John F. Kennedy International Airport and Ronald Reagan Washington National Airport.
Standard & Poors means Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
Subsidiary means as to any Person, any other Person of which more than fifty percent (50%) of the
_____________
dt 311558
;
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Loan Modification Agreement
Loan Modification Agreement (18K)
Doc #1004484: Click preview link for longer preview.
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement (this "Agreement") is made
on December 23, 2002, between Wachovia Bank, National Association
(the "Lender"), Atlantic Coast Airlines, a California corporation
(the "Borrower") and Atlantic Coast Airlines Holdings, Inc., a
Delaware corporation (the "Guarantor").
RECITALS
1. The Borrower and the Lender are parties to a revolving line
of credit facility, evidenced by a Note dated September 28, 2001
in the face . . .
1004484
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United Air Lines
As referenced in this Loan Modification Agreement:
United Air Lines, Inc – 6, 2002,
Wachovia agreed to waive its right to declare an Event of Default
under the Loan and Security Agreement by reason of the filing of
a voluntary petition by United Air Lines, Inc . under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary Petitions
_____________
United Air Lines, Inc – a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc . filed Voluntary Petitions under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
Case no. 02B48191.
6. The
_____________
dt 1390009
;
United Air Lines
As referenced in this Loan Modification Agreement:
United Air Lines, – 6, 2002,
Wachovia agreed to waive its right to declare an Event of Default
under the Loan and Security Agreement by reason of the filing of
a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary
_____________
United Air Lines, – a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary Petitions under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
Case no. 02B48191.
6.
_____________
dt 1327596
;
United Air Lines
As referenced in this Loan Modification Agreement:
United Air Lines, Inc – 6, 2002,
Wachovia agreed to waive its right to declare an Event of Default
under the Loan and Security Agreement by reason of the filing of
a voluntary petition by United Air Lines, Inc . under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary Petitions
_____________
United Air Lines, Inc – a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc . filed Voluntary Petitions under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
Case no. 02B48191.
6. The
_____________
dt 1390009
;
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United Air Lines
As referenced in this Loan Modification Agreement:
United Air Lines, – 6, 2002,
Wachovia agreed to waive its right to declare an Event of Default
under the Loan and Security Agreement by reason of the filing of
a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary
_____________
United Air Lines, – a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.
5. On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary Petitions under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
Case no. 02B48191.
6.
_____________
dt 1327596
;
Atlantic Coast
As referenced in this Loan Modification Agreement:
Atlantic Coast Airlines Holdings, Inc – MODIFICATION AGREEMENT
This Loan Modification Agreement (this "Agreement") is made
on December 23, 2002, between Wachovia Bank, National Association
(the "Lender"), Atlantic Coast Airlines, a California corporation
(the "Borrower") and Atlantic Coast Airlines Holdings, Inc ., a
Delaware corporation (the "Guarantor").
RECITALS
1. The Borrower and the Lender are parties to a revolving line
of credit facility, evidenced by a Note dated September 28, 2001
_____________
Atlantic Coast Airlines Holdings,
Inc – first above written.
Witness: Wachovia Bank, National Association
By: /s
J. Kent Thompson, Senior Vice
President
Atlantic Coast Airlines
By: /s
Richard Surratt, Executive
Vice President and Chief Financial
Officer
Atlantic Coast Airlines Holdings,
Inc .
By: /s
Richard Surratt, Executive
Vice President and Chief Financial
Officer
</TEXT>
</DOCUMENT>
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