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Plan of Reorganization
Plan of Reorganization (243K)
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PLAN OF REORGANIZATION
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: )
) Case Nos. 99-3199 (MFW)
Vencor, Inc., et al., ) through 99-3327 (MFW)
)
) Chapter 11
Debtors and Debtors in Possession. )
. . .
1063948
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Ventas
As referenced in this Plan of Reorganization:
Ventas, Inc – and Restated Credit,
Security, Guaranty and Pledge Agreement, dated as of January 31, 2000, by
and among Ventas Realty, Limited Partnership, a Delaware limited
partnership, as borrower thereunder, each of Ventas, Inc . and Ventas LP
Realty, L.L.C., a Delaware limited liability company, as guarantors, each
of the Lenders therein named, Bank of America, N.A., as Administrative
Agent and
_____________
Ventas, Inc – Master Lease
Agreements dated as of April 30, 1998, and entered into as part of the
Agreement and Plan of Reorganization dated as of April 30, 1998 by and
between Ventas, Inc . and Ventas Realty, Limited Partnership as lessor and
Vencor, Inc. and Vencor Operating, Inc. as tenant, and (ii) the Lease
Agreement dated as of August 7, 1998, by and
_____________
Ventas, Inc – effective
May 15, 1997, in the notional principal amount of $100 million, pursuant to
the ISDA Master Agreement dated as of October 24, 1995, between Vencor
Operating (as successor to Ventas, Inc .) and Bank of America, N.A. (as
successor to NationsBank, N.A.), as the same may be amended or supplemented
from time to time; (ii) the interest rate swap
_____________
Ventas, Inc – setting forth
the collateral pledge and, with respect to Reorganized Vencor, guaranty of
Reorganized Vencor and Reorganized Vencor Operating as contemplated by the
New Senior Secured Credit Agreement.
VENTAS means Ventas, Inc .
VENTAS CLAIM means any and all Claims by any Ventas Entity against any
Debtor including, but not limited to (i) the Claim by the Ventas Entities,
if any, for
_____________
Ventas, Inc – or related to the Five
Ventas Leases prior to the Petition Date; (iii) Claims arising from the
Agreement and Plan of Reorganization by and between Vencor, Inc. (n/k/a
Ventas, Inc .) and Vencor Healthcare, Inc. (n/k/a Vencor, Inc.) dated as of
April 30, 1998 (the "Spinoff Agreement"), and all agreements, instruments,
assignments or other arrangements referred to therein,
_____________
dt 1708243
;
 BNY
As referenced in this Plan of Reorganization:
Bank of New York, – 33 per share and such other terms as
provided in the New Warrant Agreement.
1997 INDENTURE means the indenture dated as of July 21, 1997 between
Vencor, Inc. and The Bank of New York, as Trustee (as the same may be
amended from time to time) pursuant to which the 1997 Notes were issued.
1998 INDENTURE means the indenture dated as of April
_____________
Bank of New York, – to PNC Bank, National Association), as Trustee (as the same may be
amended from time to time) pursuant to which the 1998 Notes were issued.
1997 INDENTURE TRUSTEE means The Bank of New York, acting as Trustee
under the 1997 Indenture.
1998 INDENTURE TRUSTEE means HSBC Bank USA (as successor in interest
to PNC Bank, National Association), acting as Trustee under the 1998
_____________
dt 1725208
;
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 Cleary Gottlieb
As referenced in this Plan of Reorganization:
CLEARY, GOTTLIEB – REORGANIZATION
OF VENCOR, INC. AND AFFILIATED DEBTORS
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
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Thomas J. Moloney, Esq. William H. Sudell, Jr., Esq.
Lindsee P. Granfield, Esq. (Del. Bar #463)
CLEARY, GOTTLIEB , STEEN & HAMILTON Eric D. Schwartz, Esq. (Del. Bar #3134)
One Liberty Plaza MORRIS, NICHOLS, ARSHT & TUNNELL
New York, New York 10006 1201 North Market Street
P.O.
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Cleary, Gottlieb – following addresses whether hand delivered or sent by overnight courier
service:
Vencor, Inc.
680 South Fourth Street
Louisville, KY 40202
Attn: M. Suzanne Riedman, General Counsel
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attn: Thomas J. Moloney, Esq.
Lindsee P. Granfield, Esq.
Notwithstanding anything to the contrary provided herein, all notices
_____________
Cleary, Gottlieb – Schwartz, Esq.
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
(302) 658-9200
Thomas J. Moloney, Esq.
Lindsee P. Granfield, Esq.
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Counsel for Debtors and Debtors in Possession
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