Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 77 408K
2: EX-2.2 Modificaton of Plan of Reorganization 2 10K
3: EX-2.3 2nd Modification of Plan of Reorganization 3 13K
4: EX-3.1 Certificate 8 36K
5: EX-5 Opinion of PWRW&G Regarding Legality 3 11K
6: EX-10.1 Credit Agreement 239 827K
7: EX-10.3 Management Agreement 6 21K
8: EX-10.4 Employment Agreement of Jim D. Waller 11 41K
9: EX-21 List of Subsidiaries of the Company 1 5K
10: EX-23.2 Consent of Kpmg Peat Marwick LLP 1 8K
11: EX-27 FDS for 42 Wks Ended 11/22/96 and FY Ended 2/2/96 1 7K
EX-2.3 — 2nd Modification of Plan of Reorganization
| EX-2.3 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 2.3
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: ) CASE NO. 96-1583 (HSB)
)
ITHACA INDUSTRIES, INC., ) CHAPTER 11
)
DEBTOR. )
)
SECOND MODIFICATION OF DEBTOR'S
PREPACKAGED PLAN OR REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
---------------------------------------
Pursuant to Section 1127 of Title 11 of the United States Code, 11
U.S.C. ss.ss. 101 et seq., and Rule 3019 of the Federal Rules of Bankruptcy
Procedure, Ithaca Industries, Inc. (the "Debtor"), debtor and
debtor-in-possession, by and through its attorneys, submits the following second
modification to the Debtor's Prepackaged Plan of Reorganization Under Chapter 11
of the Bankruptcy Code dated August 29, 1996 (as amended by the Debtor's first
modification dated October 8, 1996, the "Plan"):
1. The following new Sections 1.3.1, 1.3.2 and 1.3.3 are added
immediately after Section 1.3 of the Plan:
1.3.1 "Amended and Restated Bank Group Documents" shall mean the Amended
and Restated Credit Agreement, and all agreements, instruments and
documents executed in connection therewith, which set forth the terms and
conditions governing the Amended and Restated Ithaca Secured Notes and
which shall be filed with the Bankruptcy Court no later than ten (10) days
following the Effective Date.
1.3.2 "Amended and Restated Credit Agreement" shall mean the Credit
Agreement as amended and restated on and as of the Effective Date.
2
1.3.3 "Amended and Restated Ithaca Secured Notes" shall mean the secured
notes to be issued by Reorganized Ithaca for distribution to the Bank
Group pursuant to Section 4.2.1(a) of the Plan in accordance with the
Amended and Restated Bank Group Documents.
2. Sections 1.55 and 1.58 of the Plan are deleted in their
entirety.
3. Section 4.2.1 of the Plan is modified by (i) renumbering that
section as Section 4.2.1(a), and (ii) deleting the preamble to the term sheet
contained in such section and replacing it with the following:
4.2.1(a) Class 2A (Allowed Bank Group Secured Claims). On the Effective
Date, the Credit Agreement shall be amended and restated, to reflect the
principal terms set forth herein, and such other terms as to which the
Debtor, the Reorganized Debtor, the Informal Committee and the Lenders may
agree, and each holder of an Allowed Bank Group Secured Claim shall
receive (subject to Section 6.11 hereof) its Pro Rata share of the Amended
and Restated Ithaca Secured Notes issued pursuant to the Amended and
Restated Bank Group Documents which shall contain the following principal
terms:
4. The following new Section 4.2.1(b) shall be added immediately
after the term sheet in new Section 4.2.1(a) of the Plan:
4.2.1(b) The liens, pledges, mortgages and security interests securing the
Obligations (as such term is defined in the Amended and Restated Credit
Agreement) shall remain in full force and effect through and after the
Effective Date and shall continue to constitute valid, enforceable,
perfected, first priority liens, pledges, mortgages or security interests
securing the Obligations (subject to any permitted liens as set forth in
the Amended and Restated Credit Agreement) after the amendment and
restatement of the Credit Agreement contemplated herein.
5. The following new Section 6.31 shall be added immediately
after Section 6.30 of the Plan:
6.31 Execution of Amended Bank Group Documents. On the Effective Date, the
Debtor and the other parties thereto shall execute and deliver the Amended
and Restated Bank Group Documents, but only so long as the same shall be
in form and substance reasonably satisfactory to the Debtor, the Informal
Committee and each Lender.
3
6. Section 8.1(f) of the Plan is deleted and replaced with the
following:
(f) The Amended and Restated Bank Group Documents shall be in form and
substance reasonably satisfactory to each Lender, the Official Committee
and the Informal Committee.
Dated: Wilmington, Delaware
November 20, 1996
YOUNG, CONAWAY, STARGATT & TAYLOR
Co-Counsel to the Debtor and Debtor-in-Possession
By: /s/ Joel Waite
-----------------------------------------
Laura Davis Jones (LDJ-2436)
11th Floor, Rodney Square North
P.O. Box 391
Wilmington, Delaware 19899-0391
(302) 571-6642
-and-
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
Co-Counsel to the Debtor and Debtor-in-Possession
By: Jeffrey W. Levitan (JL-6155)
A Member of the Firm
1585 Broadway
New York, New York 10036
(212) 969-3000
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/19/97 |
| Filed on: | | 3/18/97 |
| | 11/20/96 | | 3 |
| | 10/8/96 | | 1 | | | | | 8-K |
| | 8/29/96 | | 1 |
| List all Filings |
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