| Page | (sequential) | | | | (alphabetic) | Top |
|---|
| | |
- Alternative Formats (Word, et al.)
- (a) Allowance
- (a) Board of Directors
- (a) Disbursing Agent
- (a) Executory Contracts and Unexpired Leases
- (a) Further Assurances
- (a) Impairment and Voting
- (a) Indemnification by the Company
- (a) Registration Statements
- (a) Request
- (a) Requested Underwritten Offerings
- Article I DEFINITIONS AND CONSTRUCTION OF TERMS
- Article III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
- Article II TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS
- Article IV TREATMENT OF CLAIMS AND EQUITY INTERESTS
- Article IX CONFIRMATION AND EFFECTIVENESS OF THE PLAN
- Article VI EXECUTORY CONTRACTS AND UNEXPIRED LEASES
- Article VIII EFFECT OF CONFIRMATION OF PLAN
- Article VII IMPLEMENTATION OF THE PLAN
- Article V PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN AND TREATMENT, OF DISPUTED, CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE EXPENSE CLAIMS AND CLAIMS
- Article XI MISCELLANEOUS PROVISIONS
- Article X RETENTION OF JURISDICTION
- (a) Shelf Registration
- (b) Confidentiality
- (b) Delivery of Distributions
- (b) Distributions
- (b) Distributions/Reinstatement of Claims
- (b) Effective Registration Statement
- (b) Headings
- (b) Impairment and Voting
- (b) Indemnification by the Offerors and Sellers
- (b) Officers
- (b) Piggyback Underwritten Offerings: Priority
- (b) Registration of Other Securities
- (b) Schedules of Rejected Executory Contracts and Unexpired Leases; Inclusiveness
- (c) Conflicting Instructions
- (c) Distributions
- (c) Distributions of Cash
- (c) Holders of Registrable Common Stock to be Parties to Underwriting Agreement
- (c) Insurance Policies
- (c) Notices of Losses, etc
- Collateral
- Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
- (c) Registration Statement Form
- (d) Approval of Assumption, Assumption and Assignment or Rejection of Executory Contracts and Unexpired Leases
- (d) Contribution
- (d) Distributions on Account of Subordinated Note Claims
- (d) Effective Registration Statement
- Derivative Securities Litigation Claims
- (d) Holdback Agreements
- (d) Remedies
- (e) Cure of Defaults
- (e) Entire Agreement
- (e) Other Indemnification
- (e) Selection of Underwriters
- (e) Surrender of Subordinated Notes
- (f) Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Plan
- (f) Indemnification Payments
- (f) Notices
- (f) Priority in Requested Registration
- (f) Timing of Distributions
- (g) Assumed Indemnification Obligations
- (g) Governing Law
- (g) Hart-Scott-Rodino Compliance
- (g) Shelf Registrations
- Guarantors
- (h) Compensation and Benefit Programs
- (h) Minimum Distributions
- Holders
- (h) Severability
- (i) Counterparts
- Identity and Background
- (i) Fractional Shares
- Interest in Securities of the Issuer
- Issuer
- (j) [Reserved]
- (k) Unclaimed Distributions
- (l) Distributions to Holders (Other than Subordinated Note Claims) as of the Record Date
- Management Holders
- Material to be Filed as Exhibits
- (m) Distributions to Holders of Subordinated Note Claims as of the Record Date
- Purpose of Transaction
- Registration Rights Agreement
- Schedules
- Section 1. Definitions
- Section 2. Voting Agreements
- Section 3. Transfers and Issuances
- Section 4. Miscellaneous
- Security and Issuer
- Source and Amount of Funds or Other Consideration
- Table of Contents
- 10.1 Retention of Jurisdiction
- 10. Indemnification
- 11.10 Amendment or Modification of the Plan
- 11.11 Severability
- 11.12 Revocation or Withdrawal of the Plan
- 11.13 Binding Effect
- 11.14 Notices
- 11.15 Governing Law
- 11.16 Withholding and Reporting Requirements
- 11.17 Plan Supplement
- 11.18 Sections 1125 and 1126 of the Bankruptcy Code
- 11.19 Allocation of Plan Distributions
- 11.1 Effectuating Documents and Further Transactions
- 11.20 Headings
- 11.21 Exhibits/Schedules
- 11.22 Filing of Additional Documents
- 11.23 Change of Name
- 11.2 Corporate Action
- 11.3 Exemption from Transfer Taxes
- 11.4 Limited Releases of Releasees
- 11.5 Limited Release by Releasees
- 11.6 Exculpation
- 11.7 Termination of Committee
- 11.8 Post-Effective Date Fees and Expenses
- 11.9 Payment of Statutory Fees
- 1.1 Defined Terms
- 11. Registration Rights to Others
- 12. Adjustments Affecting Registrable Common Stock
- 1.2 Other Definitional Provisions; Interpretation
- 13. Rule 144 and Rule 144A
- 14. Amendments and Waivers
- 15. Nominees for Beneficial Owners
- 16. Assignment
- 17. Calculation of Percentage or Number of Shares of Registrable Common Stock
- 18. Termination of Registration Rights
- 19. Miscellaneous
- 1. Definitions
- 20. Management Holders
- 2.1 Administrative Expense Claims
- 2.1 Election of Directors
- 21. Non-Management Holders
- 2.2 Chairman of the Board
- 2.2 Professional Compensation and Reimbursement Claims
- 2.3 Priority Tax Claims
- 2.3 Solicitation of Proxies
- 2.4 Committees
- 2.5 Observer Rights
- 2.6 Majority Vote Required for Certain Actions
- 2.7 Certificate of Incorporation and By-Laws
- 2.8 Other Voting Matters
- 2. Securities Act Shelf Registration on Request
- 3.1 Limitations on Transfer
- 3.2 Transfers to Affiliates
- 3.3 Effect of Void Transfers
- 3.4 Legend on Securities
- 3.5 Tag-Along Rights
- 3.6 Public Offerings, etc
- 3.7 Drag-Along Rights
- 3.8 Participation Right
- 3. Securities Act Registration on Request
- 4.10 Counterparts
- 4.11 Governing Law, Etc
- 4.12 Additional Management Securityholders
- 4.13 Non-Management Stockholders
- 4.1 Additional Securities Subject to Agreement
- 4.1 Class 1 - Other Priority Claims
- 4.2 Class 2 - Other Secured Claims
- 4.2 Termination
- 4.3 Class 3 - Secured Bank Claims
- 4.3 Injunctive Relief
- 4.4 Class 4 - General Unsecured Claims
- 4.4 Other Securityholders' Agreements
- 4.5 Amendments
- 4.5 Class 5 - Subordinated Note Claims
- 4.6 Class 6 - Subordinated Noteholder Securities Claims
- 4.6 Successors, Assigns and Transferees
- 4.7 Class 7 - Sunbeam Affiliate Claims
- 4.7 Notices
- 4.8 Class 8 - Equity Interests
- 4.8 Integration
- 4.9 Class 9 - Equity Holder Securities Claims
- 4.9 Severability
- 4. Piggyback Registration
- 5.1 Voting of Claims
- 5.2 Enforcement of Subordination of Securities Claims
- 5.3 Elimination of Vacant Classes
- 5.4 Nonconsensual Confirmation
- 5.5 Method of Distributions Under the Plan
- 5.6 Objections to and Resolution of Administrative Expense Claims and Claims
- 5.7 Cancellation of Existing Securities and Agreements
- 5.8 Registration of New Common Stock
- 5. Expenses
- 6.1 Assumption or Rejection of Executory Contracts and Unexpired Leases
- 6.2 Retiree Benefits
- 6. Registration Procedures
- 7.1 General
- 7.2 Retention of Derivative Securities Litigation Claims
- 7.3 Directors and Officers of Reorganized Sunbeam
- 7.4 By-laws and Certificates of Incorporation
- 7.5 Issuance of New Securities
- 7.6 Management Equity Plans
- 7. Underwritten Offerings
- 8.1 Term of Bankruptcy Injunction or Stays
- 8.2 Revesting of Assets
- 8.3 Claims Extinguished
- 8.4 Discharge of Debtor
- 8.5 Injunction
- 8.6 Continuation of Pension Plans
- 8. Preparation: Reasonable Investigation
- 9.1 Conditions Precedent to Confirmation
- 9.2 Conditions Precedent to Effectiveness
- 9.3 Effect of Failure of Conditions
- 9.4 Waiver of Conditions
- 9. Postponements
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| 1 | 1st Page - Filing Submission
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| 6 | Item 1. Security and Issuer
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| " | Item 2. Identity and Background
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| 7 | Item 3. Source and Amount of Funds or Other Consideration
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| " | Item 4. Purpose of Transaction
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| " | Item 5. Interest in Securities of the Issuer
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| 8 | Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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| 9 | Item 7. Material to be Filed as Exhibits
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| 24 | Table of Contents
|
| 33 | Article I DEFINITIONS AND CONSTRUCTION OF TERMS
|
| 43 | Article II TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS
|
| " | 2.1 Administrative Expense Claims
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| " | 2.2 Professional Compensation and Reimbursement Claims
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| 44 | 2.3 Priority Tax Claims
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| " | Article III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
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| 45 | Article IV TREATMENT OF CLAIMS AND EQUITY INTERESTS
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| " | 4.1 Class 1 - Other Priority Claims
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| " | (a) Impairment and Voting
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| " | (b) Distributions
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| " | 4.2 Class 2 - Other Secured Claims
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| " | (b) Distributions/Reinstatement of Claims
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| 46 | 4.3 Class 3 - Secured Bank Claims
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| " | (a) Allowance
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| " | (b) Impairment and Voting
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| " | (c) Distributions
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| " | 4.4 Class 4 - General Unsecured Claims
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| " | 4.5 Class 5 - Subordinated Note Claims
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| 47 | 4.6 Class 6 - Subordinated Noteholder Securities Claims
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| " | 4.7 Class 7 - Sunbeam Affiliate Claims
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| " | 4.8 Class 8 - Equity Interests
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| " | 4.9 Class 9 - Equity Holder Securities Claims
|
| 48 | Article V PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN AND TREATMENT, OF DISPUTED, CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE EXPENSE CLAIMS AND CLAIMS
|
| " | 5.1 Voting of Claims
|
| " | 5.2 Enforcement of Subordination of Securities Claims
|
| " | 5.3 Elimination of Vacant Classes
|
| " | 5.4 Nonconsensual Confirmation
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| " | 5.5 Method of Distributions Under the Plan
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| " | (a) Disbursing Agent
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| " | (b) Delivery of Distributions
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| 49 | (c) Distributions of Cash
|
| " | (d) Distributions on Account of Subordinated Note Claims
|
| " | (e) Surrender of Subordinated Notes
|
| " | (f) Timing of Distributions
|
| " | (g) Hart-Scott-Rodino Compliance
|
| " | (h) Minimum Distributions
|
| " | (i) Fractional Shares
|
| " | (j) [Reserved]
|
| " | (k) Unclaimed Distributions
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| 50 | (l) Distributions to Holders (Other than Subordinated Note Claims) as of the Record Date
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| " | (m) Distributions to Holders of Subordinated Note Claims as of the Record Date
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| " | 5.6 Objections to and Resolution of Administrative Expense Claims and Claims
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| " | 5.7 Cancellation of Existing Securities and Agreements
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| " | 5.8 Registration of New Common Stock
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| 51 | Article VI EXECUTORY CONTRACTS AND UNEXPIRED LEASES
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| " | 6.1 Assumption or Rejection of Executory Contracts and Unexpired Leases
|
| " | (a) Executory Contracts and Unexpired Leases
|
| " | (b) Schedules of Rejected Executory Contracts and Unexpired Leases; Inclusiveness
|
| " | (c) Insurance Policies
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| 52 | (d) Approval of Assumption, Assumption and Assignment or Rejection of Executory Contracts and Unexpired Leases
|
| " | (e) Cure of Defaults
|
| " | (f) Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Plan
|
| " | (g) Assumed Indemnification Obligations
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| " | (h) Compensation and Benefit Programs
|
| 53 | 6.2 Retiree Benefits
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| " | Article VII IMPLEMENTATION OF THE PLAN
|
| " | 7.1 General
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| " | 7.2 Retention of Derivative Securities Litigation Claims
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| " | 7.3 Directors and Officers of Reorganized Sunbeam
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| " | (a) Board of Directors
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| " | (b) Officers
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| " | 7.4 By-laws and Certificates of Incorporation
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| 54 | 7.5 Issuance of New Securities
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| " | 7.6 Management Equity Plans
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| " | Article VIII EFFECT OF CONFIRMATION OF PLAN
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| " | 8.1 Term of Bankruptcy Injunction or Stays
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| " | 8.2 Revesting of Assets
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| 55 | 8.3 Claims Extinguished
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| " | 8.4 Discharge of Debtor
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| " | 8.5 Injunction
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| " | 8.6 Continuation of Pension Plans
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| " | Article IX CONFIRMATION AND EFFECTIVENESS OF THE PLAN
|
| " | 9.1 Conditions Precedent to Confirmation
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| 56 | 9.2 Conditions Precedent to Effectiveness
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| 57 | 9.3 Effect of Failure of Conditions
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| " | 9.4 Waiver of Conditions
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| " | Article X RETENTION OF JURISDICTION
|
| " | 10.1 Retention of Jurisdiction
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| 58 | Article XI MISCELLANEOUS PROVISIONS
|
| " | 11.1 Effectuating Documents and Further Transactions
|
| " | 11.2 Corporate Action
|
| 59 | 11.3 Exemption from Transfer Taxes
|
| " | 11.4 Limited Releases of Releasees
|
| " | 11.5 Limited Release by Releasees
|
| " | 11.6 Exculpation
|
| 60 | 11.7 Termination of Committee
|
| " | 11.8 Post-Effective Date Fees and Expenses
|
| " | 11.9 Payment of Statutory Fees
|
| " | 11.10 Amendment or Modification of the Plan
|
| 61 | 11.11 Severability
|
| " | 11.12 Revocation or Withdrawal of the Plan
|
| " | 11.13 Binding Effect
|
| " | 11.14 Notices
|
| 62 | 11.15 Governing Law
|
| " | 11.16 Withholding and Reporting Requirements
|
| " | 11.17 Plan Supplement
|
| " | 11.18 Sections 1125 and 1126 of the Bankruptcy Code
|
| 63 | 11.19 Allocation of Plan Distributions
|
| " | 11.20 Headings
|
| " | 11.21 Exhibits/Schedules
|
| " | 11.22 Filing of Additional Documents
|
| " | 11.23 Change of Name
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| 64 | Derivative Securities Litigation Claims
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| 66 | Issuer
|
| " | Guarantors
|
| " | Collateral
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| 73 | Section 1. Definitions
|
| " | 1.1 Defined Terms
|
| 76 | 1.2 Other Definitional Provisions; Interpretation
|
| 77 | Section 2. Voting Agreements
|
| " | 2.1 Election of Directors
|
| 78 | 2.2 Chairman of the Board
|
| " | 2.3 Solicitation of Proxies
|
| " | 2.4 Committees
|
| " | 2.5 Observer Rights
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| 79 | 2.6 Majority Vote Required for Certain Actions
|
| 81 | 2.7 Certificate of Incorporation and By-Laws
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| " | 2.8 Other Voting Matters
|
| " | Section 3. Transfers and Issuances
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| " | 3.1 Limitations on Transfer
|
| 82 | 3.2 Transfers to Affiliates
|
| " | 3.3 Effect of Void Transfers
|
| " | 3.4 Legend on Securities
|
| 83 | 3.5 Tag-Along Rights
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| 85 | 3.6 Public Offerings, etc
|
| " | 3.7 Drag-Along Rights
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| 86 | 3.8 Participation Right
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| 88 | Section 4. Miscellaneous
|
| " | 4.1 Additional Securities Subject to Agreement
|
| " | 4.2 Termination
|
| " | 4.3 Injunctive Relief
|
| " | 4.4 Other Securityholders' Agreements
|
| " | 4.5 Amendments
|
| 89 | 4.6 Successors, Assigns and Transferees
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| " | 4.7 Notices
|
| " | 4.8 Integration
|
| " | 4.9 Severability
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| " | 4.10 Counterparts
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| " | 4.11 Governing Law, Etc
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| 90 | 4.12 Additional Management Securityholders
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| " | 4.13 Non-Management Stockholders
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| 95 | Registration Rights Agreement
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| 98 | Schedules
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| 99 | 1. Definitions
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| 102 | 2. Securities Act Shelf Registration on Request
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| " | (a) Shelf Registration
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| " | (b) Effective Registration Statement
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| 103 | 3. Securities Act Registration on Request
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| " | (a) Request
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| 104 | (b) Registration of Other Securities
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| " | (c) Registration Statement Form
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| 105 | (d) Effective Registration Statement
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| 106 | (e) Selection of Underwriters
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| " | (f) Priority in Requested Registration
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| " | (g) Shelf Registrations
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| 107 | 4. Piggyback Registration
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| 108 | 5. Expenses
|
| " | 6. Registration Procedures
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| 112 | 7. Underwritten Offerings
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| " | (a) Requested Underwritten Offerings
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| 113 | (b) Piggyback Underwritten Offerings: Priority
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| 114 | (c) Holders of Registrable Common Stock to be Parties to Underwriting Agreement
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| " | (d) Holdback Agreements
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| 115 | 8. Preparation: Reasonable Investigation
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| " | (a) Registration Statements
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| " | (b) Confidentiality
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| 116 | 9. Postponements
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| 117 | 10. Indemnification
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| " | (a) Indemnification by the Company
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| " | (b) Indemnification by the Offerors and Sellers
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| 118 | (c) Notices of Losses, etc
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| " | (d) Contribution
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| 119 | (e) Other Indemnification
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| " | (f) Indemnification Payments
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| " | 11. Registration Rights to Others
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| " | 12. Adjustments Affecting Registrable Common Stock
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| 120 | 13. Rule 144 and Rule 144A
|
| " | 14. Amendments and Waivers
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| " | 15. Nominees for Beneficial Owners
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| 121 | 16. Assignment
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| " | 17. Calculation of Percentage or Number of Shares of Registrable Common Stock
|
| " | 18. Termination of Registration Rights
|
| " | 19. Miscellaneous
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| " | (a) Further Assurances
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| 122 | (b) Headings
|
| " | (c) Conflicting Instructions
|
| " | (d) Remedies
|
| " | (e) Entire Agreement
|
| " | (f) Notices
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| " | (g) Governing Law
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| " | (h) Severability
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| 123 | (i) Counterparts
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| " | 20. Management Holders
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| " | 21. Non-Management Holders
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| 124 | Holders
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| 125 | Management Holders
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