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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA IN RE: * * VIRGIN OIL CO., INC., * * DEBTOR * * ******************************************* CASE NO. 09-11899 CHAPTER 11 SECTION A

ORDER CONFIRMING SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION FILED BY THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND CIT CAPITAL USA, INC. AS OF AUGUST 26, 2011, AS AMENDED This matter came before the Bankruptcy Court on December 7, 2011, upon due and proper notice, as a hearing (the Confirmation Hearing) to consider confirmation of the Second Amended Chapter 11 Plan of Reorganization Filed by the Official Committee of Unsecured Creditors and CIT Capital USA, Inc. as of August 26, 2011 (Docket No. 761), as modified and supplemented by the Supplement to Second Amended Plan as of August 26, 2011 (Docket No. 812) (the Plan Supplement), the First Immaterial Modifications (Docket No. 813), the (A) Notice of Continuance and Resetting of Hearing on Confirmation of the Second Amended Chapter 11 Plan of Reorganization Filed by the Official Committee of Unsecured Creditors and CIT Capital USA, Inc. as of August 26, 2011, (B) Supplemental Disclosure in Support of Such Plan, and (C) Modifications of Such Plan (Supplemental Disclosure) (Docket No. 868), and the Second Immaterial Modifications (Docket No. 940) (collectively, the Plan), and as specifically modified by this Confirmation Order, as well as the objections filed on behalf of El Paso E&P Company, L.P., Century Exploration New Orleans, Inc., Virgin Offshore U.S.A., Inc., and Sooner Pipe, LLC and Specialty Rental tools & Supply, LLC (Docket Nos. 837, 838, 840, and 892).

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Appearances: Stewart F. Peck and Benjamin W. Kadden Counsel for the Official Committee of Unsecured Creditors Robert Jones and David Waguespack Counsel for CIT Capital USA, Inc.; Leo Congeni Counsel for Debtor; David Forsyth Counsel for Helis Oil & Gas; Kent Aguillard Counsel for Precision Drilling Co., LP; Arthur Vingiello Counsel for Century Exploration New Orleans, Inc.; Albert Derbes, IV and Frederick Bunol Counsel for Specialty Rental Tools and Sooner Pipe; PJ Goodwine Special Counsel for the Official Committee of Unsecured Creditors Rick Kuebel Counsel for B.A. Adams Oil & Gas and Lagniappe Productions of Louisiana Louis Phillips and Armistead Long Counsel for the Chapter 11 Trustee of Virgin Offshore U.S.A., Inc. Gerald Schiff Chapter 11 Trustee of Virgin Offshore U.S.A., Inc. Considering the testimony and evidence adduced, the statements of counsel and the objections filed, and after reviewing the Plan and other pleadings on file, this Bankruptcy Court makes the following findings of fact and conclusions of law:1

All capitalized terms which are not defined herein shall have the meaning(s) ascribed to them in the Plan.

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1. Jurisdiction. This Bankruptcy Court has core jurisdiction over this case pursuant to 28 U.S.C. 157(b)(2)(L). This matter arises under Title 11 of the United States Code, 11 U.S.C. 101, et seq. (Bankruptcy Code), and jurisdiction is vested in this Bankruptcy Court to enter a final order by virtue of 28 U.S.C. 1334(a) and (b), and 28 U.S.C. 151, 157(a) and (b)(1). This Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. These findings of fact and conclusions of law are being entered under Rules 7052 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). This Bankruptcy Court has constitutional authority to enter this Confirmation Order as a Final Order. 2. Service of Solicitation Materials and Notice. In accordance with this Bankruptcy Courts Order Approving the Second Amended Disclosure Statement in Support of the Plan (Docket No. 777) (the Disclosure Statement Order) and Bankruptcy Rule 3017(d), all appropriate pleadings and the Ballot were transmitted, mailed, or published, all as evidenced by the Affidavit filed in connection with the Plan (Docket No. 787). 3. Adequate Notice of Confirmation Hearing. In accordance with Bankruptcy Rules 2002, 3018, 3019, 6004, 6006, 9007, and 9014, the Local Rules of this Bankruptcy Court, and the Disclosure Statement Order, adequate notice of the time for filing objections to confirmation of the Plan and the transactions contemplated thereby and adequate notice of the Confirmation Hearing was provided to all Holders of Claims and Interests and other partiesin-interest entitled to receive such notice under the Bankruptcy Code and Bankruptcy Rules. No other or further notice of the Confirmation Hearing or confirmation of the Plan is necessary or required. 4. Good Faith Solicitation. Based on the record, the Official Committee of Unsecured 3

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Creditors (the Committee) and CIT Capital USA, Inc. (CIT, or, collectively with the Committee, the Plan Proponents), and their respective directors, officers, employees, managers, members, attorneys, affiliates, agents, and professionals (including, but not limited to, their attorneys, financial advisors, investment bankers, accountants, solicitation agents, and other professionals that have been retained by the Plan Proponents) have acted in good faith within the meaning of Section 1125(e) of the Bankruptcy Code and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Disclosure Statement Order, and applicable non-bankruptcy law in connection with their respective activities related to (a) the solicitation of acceptances or rejections of the Plan; (b) the offer, sale, issuance and distribution of the Plan Trust Assets; and (c) their participation in the other activities in Section 1125 of the Bankruptcy Code. Votes for acceptance and rejection of the Plan were solicited in good faith and in compliance with Bankruptcy Code Sections 1125 and 1126, Bankruptcy Rules 3017 and 3018, the Second Amended Disclosure Statement in Support of the Second Amended Plan (Docket No. 776) (the Disclosure Statement), the Disclosure Statement Order, and all other provisions of the Bankruptcy Code, and all other applicable rules, laws, and regulations. Additionally, all procedures used to distribute the solicitation materials to the Holders of Claims and Interests were fair, and conducted in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Bankruptcy Court, and all other applicable rules and regulations. Therefore, the Plan Proponents are entitled to the full protections afforded by Section 1125(e) of the Bankruptcy Code. 5. Immaterial Modifications. In accordance with Section 1127 of the Bankruptcy Code, the First Immaterial Modifications (Docket No. 813), the Supplemental Disclosure with respect 4

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to Section 3.1 of the Plan (Docket No. 868), and the Second Immaterial Modifications (Docket No. 940) (collectively with the First Immaterial Modifications, the Immaterial Modifications) to the Plan are primarily technical in nature and do not adversely change the treatment of any creditor or equity security interest, and all such Immaterial Modifications are approved, and no additional disclosure to holders of claims or equity security interests is required by the Bankruptcy Code or Rules. 6. Disclosure of Payments. All payments made or promised by the Plan Proponents, or any person acquiring property under the Plan, for costs, services or expenses in connection with these cases or in connection with the Plan have been disclosed to the Bankruptcy Court and are appropriate. 7. Fair and Equitable Best Interest. The agreement with creditors and interest holders reflected in the Plan is fair and equitable, and in the best interests of the estates and their respective creditors. 8. The Plan Complies with the Applicable Provisions of the Bankruptcy Code (Section 1129(a)(1)). a. The Debtor is a Louisiana corporation, and is eligible to be Debtor under Section 109 of the Bankruptcy Code. b. The Plan Proponents are proper proponents of a plan pursuant to Section 1121(c) of the Bankruptcy Code and have satisfied their burden of proof with respect to confirmation of the Plan. c. On September 4, 2011, the Plan Proponents caused, inter alia, the Disclosure Statement, the Plan and the Disclosure Statement Order to be mailed to all parties required by this Bankruptcy Court's Disclosure Statement Order, advising them of, 5

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among other things, the time and place of the Confirmation Hearing and the procedures for objection to, and voting for, the Plan. See Docket No. 787. d. All appropriate governmental units (as defined in Section 101 of the Bankruptcy Code) were given adequate notice of the Confirmation Hearing. e. Any party-in-interest entitled to receive notice of the Confirmation Hearing was given adequate notice of such Confirmation Hearing. f. All parties-in-interest and all governmental units (as defined in Section 101 of the Bankruptcy Code) had the opportunity to appear and be heard at the Confirmation Hearing. g. The Plan complies with Rule 3016.

9. Proper Classification (Sections 1122 and 1123(a)(1)). Each Claim and Debtor Equity Interest placed in a particular Class pursuant to the Plan is substantially similar to the other Claims or Debtor Equity Interests, as the case may be, in such class. Valid business, legal, and factual reasons exist for the separate classification of Claims and Debtor Equity Interests and there is no unfair discrimination or gerrymandering between or among the Holders of Claims and Debtor Equity Interests. Accordingly, the classification of Claims and Debtor Equity Interests under the Plan complies with Sections 1122 and 1123(a)(1) of the Bankruptcy Code. 10. Unimpaired Classes (Section 1123(a)(2)). The Plan at least one Class of Claims that is not Impaired under the Plan. 11. Treatment of Impaired Classes (Section 1123(a)(3)). The Plan specifies the treatment of all Impaired Classes. 12. No Discrimination (Section 1123(A)(4)). The Plan provides for the same treatment of each 6

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Claim or Debtor Equity Interest in a particular Class, unless a holder of a Claim or Debtor Equity Interests therein has agreed to a less favorable treatment. 13. Implementation of the Plan (Section 1123(a)(5)). The Plan provides adequate means for the Plan's implementation, as set forth in Article V of the Plan. 14. Debtor s Charter Provisions (Section 1123(a)(6)). The Plan satisfies all requirements of 11 U.S.C. 1123(a)(6). 15. Selection of Officers (Section 1123(a)(7)). The Plan contains only provisions that are consistent with the interests of creditors and equity security holders and with public policy with respect to the appointment of the initial Trustee for the Plan Trust. 16. Executory Contracts and Unexpired Leases (Section 1123(b)(2)). The Plan provides that the Debtor has properly provided for the assumption or rejection of all executory contracts and unexpired leases pursuant to Section 365 of the Bankruptcy Code. 17. The Debtor Has Complied with the Bankruptcy Code (Section 1129(a)(2)). The Plan Proponents have complied with the applicable provisions of the Bankruptcy Code. The solicitation of acceptances and rejections from holders of Impaired Claims and Debtor Equity Interests has been in compliance with applicable provisions of the Bankruptcy Code and Bankruptcy Rules including, without limitation, Sections 1125 and 1126. The

modifications to the Plan set forth in the Immaterial Modifications satisfy, and the Plan Proponents have satisfied, 11 U.S.C. 1127. 18. Plan Proposed in Good Faith (Section 1129(a)(3)). The Plan has been proposed in good faith and not by any means forbidden by law. The Plan has been proposed for valid business purposes, to satisfy substantial obligations of the Debtor, and to provide relief under Chapter 11 to the Debtor, its creditors, and equity security holders. 7

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19. Payments of Costs and Expenses (Section 1129(A)(4)). Any payment made or to be made pursuant to the Plan for services or costs and expenses incurred in or in connection with the Debtors Chapter 11 case has been approved by, or will be subject to, the approval of the Bankruptcy Court as reasonable. 20. Directors and Officers (Section 1129(a)(5)). The Plan Proponents have disclosed the identity and compensation of the proposed initial Trustee of the Plan Trust, Whistler Energy, L.L.C. (the Trustee), as well as the identity of the principals of the Trustee, as required by 11 U.S.C. 1129(a)(5). The appointment and compensation of the proposed Trustee, if any, pursuant to the terms disclosed by the Plan Proponents, is consistent with the interests of creditors and equity security holders and with public policy. 21. No Rate Change (Section 1129(a)(6)). No rate changes are provided for in the Plan that would require governmental regulatory commission approval. 22. Best Interests of Creditors (Section 1129(a)(7)). With respect to each Impaired Class of Claims or Debtor Equity Interests, each Holder of a Claim or Debtor Equity Interest will receive or retain under the Plan on account of such Claim or Debtor Equity Interest property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would so receive or retain if the Debtor was liquidated under Chapter 7 of the Bankruptcy Code on the Effective Date of the Plan. 23. Plan Acceptance (Section 1129(a)(8)). Allowed Class 1 Claims are Unimpaired within the meaning of 11 U.S.C. 1124, and the Holders thereof are conclusively presumed to have accepted the Plan under 11 U.S.C. 1126(f). Holders of Class 5 Claims are Impaired, but are deemed not to accept the Plan, as such Claims are not entitled to receive or retain any property under the Plan. Class 2, 3, and 4 under the Plan are Impaired and entitled to vote 8

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and have each accepted the Plan. Holders of Claims in Classes 2, 3 and 4 each unanimously voted to accept the Plan. 24. Plan Treatment of Administrative Expenses Claims and Priority Claims (Section 1129(a)(9)). Except to the extent that the Holder of a particular Claim has agreed to a different treatment of such claim, Sections 3.1 and 4.1 of the Plan provides that each Holder of a Claim of a kind specified in 11 U.S.C. 507(a)(1) shall receive on account of such Claim cash equal to the allowed amount of such Claim on the later of (a) the Effective Date of the Plan, and (b) the date on which such Claim becomes Allowed. However, Section 3.2 of the Plan provides that Professionals employed in this matter and seeking payment of an Administrative Claim shall file final applications for allowances of compensation for services rendered and reimbursement of expenses, and all such Professionals shall file such application for compensation no later than thirty (30) days after the occurrence of the Effective Date for payment of such Claims. However, on or prior to the Effective Date, all Professionals shall provide to counsel for the Committee an estimate through the Effective Date of the compensation and expenses regarding which each Professional will submit such an application. Additionally, the Plan complies with 11 U.S.C. 1129(a)(9)(C) for a Holder of a Section 507(a)(8) claim. 25. At Least One Impaired Class Accepted the Plan (Section 1129(a)(10)). Classes 2, 3, and 4, each an Impaired Class under the Plan, have accepted the Plan. 26. Feasibility (Section 1129(a)(11)). This Plan provides for the ultimate liquidation of the Debtor's estate. The evidence adduced in support of the Plan: (i) is persuasive and credible, (ii) has not been controverted by other evidence, and (iii) establishes that the Plan Trust, through the Plan Trustee, will be able to perform its obligations under the Plan and that the 9

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Plan offers a reasonable prospect of success. Accordingly, the Plan is feasible and complies with Section 1129(a)(11). 27. United States Trustee Fees (Section 1129(a)(12)). All fees due and payable under 28 U.S.C. 1930 will be paid by the Debtor in accordance with Section 14.2 of the Plan. 28. Retiree Benefits (Section 1129(a)(13)). The Debtor does not have any obligations with respect to retiree benefits. 29. Section 1129(b). To the extent that Section 1129(b) applies, all applicable requirements have been met with respect to the Plan. The Plan does not discriminate unfairly, and the Plan is fair and equitable with respect to each Class of Claims or Debtor Equity Interests that is Impaired under and has not accepted the Plan. 30. Section 1129(d). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933 (15 U.S.C. 77e). 31. Issuance of Security. No securities shall be issued under the Plan. 32. Offshore Settlement. Virgin Offshore USA, Inc. (Offshore), a wholly-owned subsidiary of the Debtor, previously asserted certain claims and causes of action against the Debtor and its estate, and the Debtor has previously asserted certain claims and causes of action against Offshore (collectively, the Offshore Claims). As discussed in the Supplemental

Disclosure, and as more fully set forth in Section 5.17 and Section 5.18 (Offshore Settlement) as embodied in the Second Immaterial Modifications, the Offshore Settlement constitutes a settlement and compromise of the Offshore Claims. Based upon a review of the record, the Bankruptcy Court finds that the notice provided regarding the Offshore Settlement was the best and most practicable notice under the circumstances, contained sufficient disclosure of the terms and circumstances of the matters raised by the Motion, 10

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including, but not limited to, the Offshore Settlement and the hearing regarding same, and provided reasonable, due, and adequate process under the law. Furthermore, the Debtor demonstrated at the Confirmation Hearing that the Offshore Settlement is the product of lengthy arms length negotiation and not collusion or fraud and is of benefit to the Debtors estate and represents a fair and reasonable compromise of the issues in dispute and the interests of the Debtors estate and its creditors are best served by the Offshore Settlement and not by continued litigation. Therefore, after giving due consideration to (i) the probability of success, (ii) the complexity and likely duration of and expenses incurred in connection with the litigation of the claims and causes of action, (iii) other factors bearing on the reasonableness of the Offshore Settlement, and (iv) all testimony and evidence adduced, representations of counsel and review of the record and pleadings of this matter, the Bankruptcy Court finds that the Offshore Settlement (a) is fair, equitable, reasonable and falls above the lowest point in the range of reasonableness, (b) is in the best interest of the Debtor, its estate, and all other parties-in-interest in this matter, including all creditors and interest holders, (c) reflects a sound and reasonable exercise of business judgment by the parties thereto, and (d) satisfies the applicable standards of Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019 and should be approved. Finding that the Plan is confirmable for all of the foregoing reasons, and based upon the foregoing findings of fact and conclusions of law, which are fully incorporated by reference below: IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: A. Confirmation. The Plan is hereby CONFIRMED IN ALL RESPECTS and the record of the Confirmation Hearing is closed. B. Binding Plan and Order. The provisions of the Plan and this Confirmation Order are 11

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hereby made binding upon the Debtor, the Trustee of the Plan Trust, and all other Holders of Claims and Interests, including Claims for environmental damage or equity security interests, whether or not such Claims or Interests are impaired under the Plan and whether or not such Holder of a Claim or Interest has filed, or is deemed to have filed, a proof of Claim or proof of Interest or has accepted the Plan. Except as otherwise may be set forth in the Plan, all persons and entities that are the Holders of Claims and Interests, including Claims for environmental damage, or Debtor Equity Interests, and their respective servants, agents, employees, officers, directors, partners, successors and assigns are hereby enjoined and restrained from commencing or continuing in any suit, action or proceeding or otherwise attempting to obtain possession of, or interfering with the Trustee of the Plan Trust's possession or distribution of, all property of the estate of the Debtor or the Plan Trust, and all proceeds thereof, so as to enable the Trustee of the Plan Trust to implement, effectuate and carry out all of the provisions of the Plan. C. Releases. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtor, the Plan Trust, the Plan Trustee, and any Person seeking to exercise the rights of the Debtor or the Debtors Estate, including, without limitation, any successor to the Debtor or the Debtors Estate or any Estate Representative, shall be deemed to forever release, waive, and discharge all Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities whatsoever, including for negligence, but excluding for fraud, willful misconduct, intentional tortious acts, or gross negligence in connection with or related to the formulation, negotiation, or implementation of the Plan, the solicitation of acceptances of the Plan, the pursuit of Confirmation of the Plan, the Confirmation of the Plan, the consummation of the Plan, or the 12

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administration of the Plan or the property to be distributed under the Plan, whether 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 part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtor, the Plan Trust, the Chapter 11 Case, or the Plan, and that may be asserted by or on behalf of the Debtor, the Estate, the Plan Trust, the Plan Trustee or any Person seeking to exercise the rights of the Debtor or the Debtors Estate, including, without limitation, an Estate Representative, against (i) any member of the Committee; (ii) any Professionals of the Committee; (iii) CIT and Whitney National Bank (Whitney); (iv) any advisors or professionals retained by CIT or Whitney, and (iv) with respect to each of the above-named Persons, such Persons principals, employees, agents, affiliates, current and former officers and directors; provided, however, that nothing in Section 8.2 of the Plan shall be deemed to prohibit the Debtor, Plan Trust or the Trustee from asserting and enforcing any Claims, obligations, suits, judgments, demands, debts, rights, Causes of Action or liabilities they may have against any employee, officer, or director that is based upon any alleged breach of fiduciary obligations owed to the Debtor or the Plan Trust. For the avoidance of doubt, the releases granted by the Debtor in Section 8.2 of the Plan shall not relate to any Claims or Causes of Action specifically reserved by the Debtor pursuant to Article IX of the Plan and described in greater detail in Section III(G)(2) of the Disclosure Statement, including, but not limited to, that certain action brought by the Committee, acting in its capacity as a derivative plaintiff on behalf of the Debtor, and others styled The Official Committee of Unsecured Creditors of Virgin Oil Company, Inc., et al v. Robert Fulton Smith, Jr., et al, Civil Action No. 2011-8906, pending before the Civil District 13

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Court for the Parish of Orleans, State of Louisiana, and any claim the Debtor may have against the Debtors Professionals for malpractice arising during the pendency of the Debtors Chapter 11 Proceeding. D. Injunction. Except as otherwise expressly provided in the Plan, this Confirmation Order

or a separate order of the Bankruptcy Court, all Persons who have held, hold, or may hold a Claim or other debt or liability of Debtor or Interest or other right of any Holder of any Debtor Equity Interests, or any other Cause of Action arising from or related to the Debtors Chapter 11 Case, shall be permanently enjoined, on and after the Effective Date, from taking any actions on account of such Claims, debts, liabilities, or Interests or rights, including but not limited to: (a) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim or Interest against any of the Debtor or the Plan Trust; (b) enforcing, attaching, collecting, or recovering by any manner or means of any judgment, award, decree or order against the Debtor on account of any such Claim or Interest against the Debtor or the Plan Trust; (c) creating, perfecting or enforcing any Lien or encumbrance of any kind against the Debtor or against the property or interests in property of the Debtor on account of any such Claim or Interest or the Plan Trust; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due to or from the Debtor or the Plan Trust; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan, unless in any matter involving the Debtor or the Plan Trust, the matter is brought only in the Bankruptcy Court. Any person or Person injured by any willful violation of such injunction, including but not limited to filing an action in any other court or forum, shall recover actual damages, including costs and professionals fees, and, in appropriate circumstances, may 14

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recover punitive damages, from the willful violator. The Bankruptcy Court also may impose any additional sanctions as may be appropriate under the circumstances, including contempt sanctions. For the avoidance of doubt, nothing contained herein shall in any way limit or enjoin the ability or rights of any party to perfect or enforce any Lien or encumbrance of any kind against any non-debtor or any property of such non-debtor(s). E. Exculpation and Limitation of Liability. (1) None of the (i) members of the Committee; (ii) Professionals for the Committee; ; (iii) CIT and Whitney; (iv) any advisors or professionals retained by CIT or Whitney, or (v) with respect to each of the above-named Persons, such Persons principals, employees, agents, affiliates, current and former officers and directors, shall have or incur any liability to any holder of a Claim or an Debtor Equity Interest, or any other party-in-interest, or any of their respective agents, employees, representatives, advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the formulation, negotiation, or implementation of the Plan, the solicitation of acceptances of the Plan, the pursuit of Confirmation of the Plan, the Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, including acts or omissions which are the result of negligence, but excluding acts or omissions which are the result of fraud, gross negligence, willful misconduct or willful violation of federal or state securities laws or the Internal Revenue Code, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. (b) Notwithstanding any other provision of the Plan, no holder of a Claim or a Debtor 15

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Equity Interests, no other party-in-interest, none of their respective agents, employees, representatives, advisors, attorneys, or affiliates, and none of their respective successors or assigns shall have any right of action against (i) any member of the Committee; (ii) any Professionals for the Committee; (iii) CIT and Whitney; (iv) any advisors or professionals retained by CIT or Whitney; and (v) with respect to each of the above-named Persons, such Persons principals, employees, agents, affiliates, current and former officers and directors, for any act or omission in connection with, relating to, or arising out of, the formulation, negotiation, or implementation of the Plan, solicitation of acceptances of the Plan, the pursuit of Confirmation of the Plan, the Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, including acts or omissions which are the result of negligence but excluding acts or omissions which are the result of fraud, gross negligence, willful misconduct or willful violation of federal or state securities laws or the Internal Revenue Code, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. F. Objections. All objections to the Disclosure Statement and Plan, to the extent not withdrawn, resolved, waived, or settled prior to the Confirmation Hearing or incorporated into the Immaterial Modifications or this Confirmation Order, are overruled on the merits. G. Vestment and Transfer of Assets. Upon the Effective Date, but subsequent to the execution of the Plan Trust Agreement, and subject to the Liens and security interests granted herein, the Plan Trust Assets shall be transferred and vested in the Plan Trust, free and clear of any and all Claims, Interests, debts, Liens, security Interests, and encumbrances of any kind or type, except 16

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those Claims, debts, Liens, security Interests, and encumbrances specifically provided for under the Plan or in this Confirmation Order, including, but not limited to, the Plan Trust Assets. Except as provided in the Plan and the Immaterial Modifications, nothing in the Plan or this Confirmation shall result in the cancellation, invalidation or forfeiture of any Claims, Interests, debts, Liens, security Interests, and encumbrances of any kind or type against Offshore. H. Dismissal of Adversary Proceeding No. 10-1019. Within fourteen (14) days of the Effective Date, the Committee shall file a motion to dismiss Adversary Proceeding Number 10-1019 without prejudice. I. Dismissal of Adversary Proceeding No. 11-01088. Adversary Proceeding Number 1101088 shall be dismissed with prejudice within fourteen (14) days after the Effective Date. J. Executory Leases and Unexpired Leases. On the Effective Date, except for an Executory Contract or Unexpired Lease that was previously assumed, assumed and assigned, or rejected by an order of the Bankruptcy Court, or an Executory Contract or Unexpired Lease set forth on Exhibit A to the Plan (Docket No. 813-1), each Executory Contract and Unexpired Lease entered into by the Debtor prior to the Petition Date that has not previously expired or terminated pursuant to its own terms will be rejected, pursuant to Section 365 of the Bankruptcy Code. This Confirmation Order will constitute an order of the Bankruptcy Court approving such rejections, pursuant to Section 365 of the Bankruptcy Code, as of the Effective Date. The executory contracts and unexpired leases of the Debtor set forth in Exhibit A to the Plan are assumed as of the Effective Date and such assumptions are approved by this Bankruptcy Court. K. Offshore Settlement. The Offshore Settlement, pursuant to Bankruptcy Rule 9019, is 17

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approved in its entirety. L. Cancellation of Existing Debtor Equity Interests. On the Effective Date, except as

otherwise provided for in the Plan, (i) the existing Debtor Equity Interests shall be deemed extinguished, cancelled and of no further force or effect, and (ii) the obligations of the Debtor (and the Plan Trust) under any agreements governing the Debtor Equity Interests and any indebtedness or obligation of the Debtor with respect to the Debtor Equity Interests shall be discharged without further act or action under any applicable agreement, law, regulation, order, or rule and without any action on the part of the Bankruptcy Court or any Person. M. Plan Trust Agreement and Appointment of Whistler Energy, L.L.C. as Trustee for the Plan Trust. The appointment of Whistler Energy, L.L.C. as Trustee for the Plan Trust is hereby approved, and the Debtor is hereby authorized and directed to execute the Plan Trust Agreement, a form of which was attached as Exhibit B to the Plan Supplement, subject to such further modifications as may be agreed by the Debtor and the Trustee. The Debtor and the Trustee are authorized and directed to take all actions necessary or appropriate to enter into, effectuate and consummate any and all contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Plan, including the execution of the Plan Trust Agreement. In the event that there is any inconsistency or conflict between the provisions of the Plan Trust Agreement and the terms of the Plan or this Confirmation Order, the terms of the Plan and this Confirmation Order shall control over the Plan Trust Agreement and the terms of this Confirmation Order shall control over the Plan. Finally, notwithstanding anything contained to the contrary in the Plan, the Plan Trust Agreement, or this Confirmation Order, the following shall be applicable to the Plan Trust Agreement and the Trustee of the Plan Trust: (1) on the Effective Date, the Debtor (a) shall 18

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transfer to the Plan Trust in accordance with the Trustees directions all Plan Trust Assets, including, but not limited to, (i) eighty-five (85%) percent of the Cash on deposit in the Empire Escrow as of the Effective Date, (ii) all of Cash or Cash equivalents of the Debtor as of the Effective Date, including any revenue and accounts generated from the production of the Debtors oil and gas properties prior to the Effective Date, (iii) the entirety of the Debtors interests in its oil and gas properties, together with any corresponding liabilities and obligations, (iv) all Causes of Action of the Debtor reserved under this Second Amended Plan, and as described in Section III(G)(2) of the Disclosure Statement, including without limitation, (A) all Claims and Causes of Action under Sections 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, (B) the D&O Claims, including but not limited to that certain action brought by the Committee, acting in its capacity as a derivative plaintiff on behalf of the Debtor, and others styled The Official Committee of Unsecured Creditors of Virgin Oil Company, Inc., et al v. Robert Fulton Smith, Jr., et al, Civil Action No. 20118906, pending before the Civil District Court for the Parish of Orleans, State of Louisiana, and any and all claims, demands and causes of action that have been or could be asserted there arising out of or related to the same operative facts, parties, transactions or occurrences, including, without limitation, the claims asserted by the Committee in its capacity as a derivative plaintiff on behalf of the Debtor with respect to claims of its whollyowned subsidiary, Offshore, (C) claims against the Debtors Professionals for legal malpractice, and (D) the El Paso Claims, including, but not limited to, that certain action brought by the Committee on behalf of the Debtor styled Virgin Oil Company, Inc. v. Tennessee Gas Pipeline Company, Case No. 11-01521, pending before the United States District Court for the Western District of Louisiana, Lake Charles Division, (v) 100% of the 19

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Debtors 100% equity interest in Offshore, (vi) any and all other property held by the Plan Trust, and, (vii) the proceeds, products and offspring of any such property; (2) in implementing the provisions of paragraph N of this Order, the Trustee may pursue (or decide not to pursue) any and all Reserved Causes of Action, other Causes of Action, and Claims in any courts of competent jurisdiction in the United States, including the Bankruptcy Court, as it sees fit and determines in its sole and absolute discretion; (3) in lieu of meetings in person of the Plan Committee, the members thereof may act through either telephone calls or emails among themselves; (4) the individual members of the Plan Committee will be appointed or designated by the members identified in the Plan on or before the Effective Date of the Plan, and if any appointed member of the Plan Committee declines to serve, dies, or resigns, as a member therefor, the then remaining member or members may, in his or their sole and absolute discretion, appoint a replacement member therefor; and (5) the Trustee and the members of the Plan Committee are entitled to rely on the advice of counsel or other professional advisors in all matters. N. Preservation of Causes of Action. As more fully set forth in Article IX of the Plan, and except as otherwise provided in the Plan, all Claims and Causes of Action in favor of the Debtor, including, but not limited to, (i) all Claims and Causes of Action under Sections 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, (ii) the D&O Claims, including but not limited to that certain action brought by the Committee, acting in its capacity as a derivative plaintiff on behalf of the Debtor, and others styled The Official Committee of Unsecured Creditors of Virgin Oil Company, Inc., et al v. Robert Fulton Smith, Jr., et al, Civil Action No. 2011-8906, pending before the Civil District Court for the Parish of Orleans, State of Louisiana, and any and all claims, demands and causes of action that 20

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have been or could be asserted there arising out of or related to the same operative facts, parties, transactions or occurrences, including, without limitation, the claims asserted by the Committee in its capacity as a derivative plaintiff on behalf of the Debtor with respect to claims of its wholly-owned subsidiary, Offshore, (iii) claims against the Debtors Professionals for legal malpractice, and (iv) the El Paso Claims, including, but not limited to, that certain action brought by the Committee on behalf of the Debtor styled Virgin Oil Company, Inc. v. Tennessee Gas Pipeline Company, Case No. 11-01521, pending before the United States District Court for the Western District of Louisiana, Lake Charles Division, are reserved and are to be transferred to and prosecuted after the Effective Date by the Plan Trust without any impact on the viability of, or rights associated with, any such claims as a result of such claims being prosecuted by the Plan Trust rather than the Debtor. Causes of Action shall be interpreted to include, without limitation, any and all actions, causes of action, liabilities, obligations, rights, suits, debts, sums of money, damages, judgments, Claims and demands, actions, defenses, offsets, powers, privileges and licenses whatsoever, whether known or unknown, suspected or unsuspected, whether arising prior to, on or after the Petition Date, in contract or tort, in law, equity or otherwise. Subject to the provisions of the Plan, the Trustee may prosecute, settle, dismiss, or choose not to pursue any and all Causes of Action and claims as the Trustee of the Plan Trust sees fit and determines, in its sole and absolute discretion, without further review or approval by this Bankruptcy Court. O. Judgments. Except as otherwise provided in the Plan, any judgments against the Debtor dated on or prior to the Effective Date are hereby voided and of no further force and effect. P. Dismissal of Litigation. Except as otherwise provided in the Plan, on the Effective Date, all suits, litigation, administrative actions or other proceedings, judicial or administrative, 21

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asserting any claim against the Debtor shall be dismissed as to all such claims against the Debtor. Such dismissal shall be with prejudice to the assertion of such claim in any manner. Q. Retention of Jurisdiction. The Bankruptcy Court retains all permissible jurisdiction over the Debtor, Plan Trust, the Trustee, the members of the Plan Committee, all creditors, equity security interest holders, and all matters relating or pertaining to the Plan, and matters reserved in Article XIII of the Plan, and all Causes of Action to be maintained by the Trustee of the Plan Trust regarding collection of accounts receivable or enforcement of rights, or Causes of Action and/or Claims hereby maintained, reserved, and preserved. For the avoidance of doubt, this Bankruptcy Court shall retain jurisdiction over all pending matters, including pending adversary proceedings. R. Dissolution of the Creditors Committee. The Creditors Committee will

continue in existence until the Effective Date, to exercise those powers and perform those duties specified in Section 1103 of the Bankruptcy Code, and will perform such other duties as it may have been assigned by the Bankruptcy Court prior to the Effective Date. On the Effective Date, the Creditors Committee will be dissolved and its members will be deemed released by the Debtor and its Estate (i) of all their duties, responsibilities and obligations in connection with the Chapter 11 Case, and (ii) from all claims and Causes of Action relating to or arising directly or indirectly from services performed. On the Effective Date, the retention or employment of the Creditors Committee's Professionals and other agents will terminate, except as is necessary to address fee applications filed by the Debtor, Creditors Committee, or their respective Professionals. Upon the dissolution of the Creditors Committee, no notice to the Creditors Committee that might otherwise be required pursuant to an order of the Bankruptcy Court (e.g., a Procedures Order) shall be required. 22

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S. Narrative Status Report. The Trustee of the Plan Trust shall file with the Bankruptcy Court a narrative post-confirmation report within one (1) year after the Effective Date detailing the steps taken toward consummation of the Plan. Additional reports are to be filed annually thereafter until a motion for final decree is filed. T. Authority. All actions and transactions contemplated under the Plan, including, but not limited to, any documents executed in connection therewith or related thereto, shall be authorized upon entry of this Confirmation Order without the need of further approvals, notices, or meetings of the Debtor. U. Enabling Provision. All persons who are contemplated by the Plan to render services, execute documents, make payments, file pleadings, resolve controversies, or take any action are hereby ordered and directed to take such action. After the Effective Date, the Trustee of the Plan Trust may present such orders or assignments to this Bankruptcy Court, for entry or approval and suitable for filing in the records of any county, parish, state, or government agency which provide that such properties are conveyed to and vested in the Plan Trust. The orders or assignments may designate any liens, Claims, encumbrances, or other Interest which appears of record and/or from which the property is being transferred and assigned. The Plan shall be conclusively deemed to be adequate notice that such lien, Claim, encumbrance, or other Interest is being extinguished, and no notice, other than by the Plan, shall be given before the presentation of such orders or assignments. Any person having a lien, Claim, encumbrance, or other Interest against any Plan Trust Asset shall be conclusively deemed to have consented to the transfer, assignment, and vesting of such Plan Trust Asset with the Plan Trust. V. References to Plan Provisions. The failure specifically to include or reference any 23

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particular provision of the Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of this Bankruptcy Court that the Plan be confirmed in its entirety (except as otherwise modified in this Confirmation Order). W. Modifications of the Plan Before Substantial Consummation. Before substantial consummation of the Plan, the Plan Proponents may, under Section 1127(b) of the Bankruptcy Code, (a) amend the Plan so long as such amendment shall not materially or adversely affect the treatment of any Holder of a Claim; (b) institute proceedings in this Bankruptcy Court to remedy any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement, or this Confirmation Order; and (c) amend the Plan as may be necessary to carry out the purposes and effects of the Plan so long as such amendment does not materially or adversely affect the treatment of the Holders of the Claims or Interests under the Plan; provided, however, prior notice of any amendment shall be served in accordance with the Bankruptcy Rules or Orders of this Bankruptcy Court. X. Applicable Non-Bankruptcy Law. Pursuant to Sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Plan, or any amendments or modifications thereto shall be enforceable notwithstanding any other applicable nonbankruptcy law. Y. Conflicts Between Plan and/or the Plan Trust Agreement and this Order. If there is any conflict or inconsistency between the Plan and this Confirmation Order, the terms of this Confirmation Order shall control. Likewise, in the event that there is any conflict or inconsistency among the provisions of the Plan Trust Agreement or the terms of the Plan or this Confirmation Order, the terms of this Confirmation Order shall control. Z. Severability of Plan Provisions. Each term and provision of the Plan, as it may be altered 24

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or interpreted, is valid and enforceable pursuant to its terms. AA. Recordable Form. This Confirmation Order shall be, and hereby is, declared to be in recordable form and shall be accepted by any filing or recording officer or authority of any applicable government authority for filing and recording purposes without further or additional orders, certifications, or other supporting documents. Further, this Bankruptcy Court authorizes the Plan Proponents, the Trustee of the Plan Trust, and the Plan Trust to file a memorandum of this Confirmation Order in any appropriate filing or recording office as evidence of the matters herein contained. BB. Waiver of Stay. For good cause shown, the stay imposed by Bankruptcy Rules 3020(e) and 7062 is hereby waived and shall not apply to this Confirmation Order. Notwithstanding any other applicable law, Bankruptcy Rule 6004(h), the Plan Proponents, the Debtor, and all parties to transactions contemplated by the Plan shall be authorized to consummate the Plan and the transactions and transfers contemplated thereby immediately after the entry of this Confirmation Order. CC. Appeal. The reversal or modification on appeal of this Confirmation Order does not affect the validity of the transactions contemplated under the Plan with respect to an entity that has purchased or acquired property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and transactions under the Plan are stayed pending appeal.

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