Opinion
No. 02-04303
December 20, 2002
CONFIRMATION ORDER
THIS MATTER came before the Court for hearing on December 16, 2002 on confirmation of the Second Amended and Restated Plan of Adjustment of Debtors of The West Jefferson Amusement and Public Park Authority, d/b/a VisionLand Theme Park dated December 13, 2002 (as amended and restated, the "Plan") filed by The West Jefferson Amusement and Public Park Authority, the debtor in the above-styled case (the "Debtor"), which amended and restated the First Amended and Restated Plan dated November 14, 2002. Appearances were noted in the record. The Plan, together with the modifications contained in this Confirmation Order (collectively, the "Modifications"), is the Plan pursuant to 11 U.S.C. § 941 and 942. On December 16, 2002, the Debtor filed its Notice of Filing of Ballots and, at the Confirmation Hearing, an amended ballot summary (as amended, the "Balloting Results"). Testifying in support of confirmation of the Plan at the hearing were Art Schutte, Jim Byram, and James E. Mulkin. On December 13, 2002, the Debtor also submitted its brief in support of confirmation of the Plan. After due and proper notice and hearing, and based on the pleadings and the record in these cases, the Balloting Results, the evidence presented concerning feasibility and other aspects of the Plan, the arguments, representations of counsel, the stipulations of the parties announced on the record at the confirmation hearing, all other matters brought before the Court, and for good cause shown, the Court finds that the Plan is due to be confirmed pursuant to 11 U.S.C. § 943.
Capitalized terms in this Order, unless otherwise defined, shall have the meanings set forth in the Plan.
WHEREFORE, PREMISES CONSIDERED, the Court finds, determines and concludes as follows:
1. On June 4, 2002, the Debtor filed a petition under chapter 9 of title 11, United States Code, 11 U.S.C. § 101 et seq. (the "Bankruptcy Code"). The Bankruptcy Court entered the order for relief on June 12, 2002.
2. By order entered November 15, 2002, the Court approved the Amended and Restated Disclosure Statement of The West Jefferson Amusement and Public Park Authority (the "Disclosure Statement") as containing adequate information under Sections 901 and 1125(a) of the Bankruptcy Code. Pursuant to the Court's order of November 15, 2002 approving the Disclosure Statement (the "Disclosure Statement Order"), and in compliance with Rule 3017(d) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the debtor transmitted to all creditors, all parties requesting notice, and other parties in interest copies of the Plan, the Disclosure Statement, a ballot to accept or reject the Plan, and the Disclosure Statement Order, which included good and sufficient notice of the hearing on confirmation of the Plan and the time within which acceptances, rejections and objections to the Plan were due to be filed. The notice provided was sufficient under Bankruptcy Rules 2002 and 3017. Good and sufficient notice has been given of the deadline for filing ballots accepting or rejecting the Plan, the deadline for filing objections to confirmation of the Plan, and the hearing scheduled to consider confirmation of the Plan. No further notice is due or required.
3. The Plan divides creditors into eight (8) classes.
a. Class 1 consists of the holders of Allowed Secured Claims of Bondholders. Class 1 is impaired under the Plan. of the members in Class 1 casting ballots, 74% in number and 96% in amount voted to accept the Plan. Accordingly, Class has accepted the Plan.
b. Class 2 consists of the holders of the Allowed Secured Claim of Alabama Power. Class 2 is impaired. of the members of Class 2 casting ballots, 100% in number and 100% in amount voted to accept the Plan. Accordingly, Class 2 has accepted the Plan.
c. Class 3 consists of the holders of Allowed Secured Claims of T.E. Stevens and Mayer Electric. At the hearing, the Debtor announced a settlement of the T.E. Stevens and Mayer Electric Class 3 Claims and corresponding modification to the Plan, pursuant to which: (1) T.E. Stevens' Class 3 Secured Claim shall be Allowed in the full amount of $472,088.48 as of December 16, 2002, and shall remain secured by the lien on the E-Zone Property even after the Closing of the Sale as provided in the Plan. T.E. Stevens shall be stayed form executing upon the E-Zone Property until after the Effective Date. T.E. Stevens' Class 3 Claim shall remain unimpaired; and (2) Mayer Electric's Class 3 Secured Claim shall be Allowed in the full amount of $140,389.21 as of December 16, 2002, and shall remain secured by a lien on the E-Zone Property even after the Closing of the Sale, junior only to the lien of T.E. Stevens. Mayer Electric shall be stayed from executing upon the E-Zone Property until after the Effective Date. T.E. Stevens' and Mayer Electric's Class 3 Claims shall remain unimpaired. Class 3, as modified, is not impaired under the Plan. Accordingly, Class 3 is deemed to have accepted the Plan.
d. Class 4 consists of the holders of the Allowed Secured Claims of the Stratosphere Adversary Proceeding Defendants. Class 4 is impaired. The sole member of Class 4 — SS Power/Turbo Shot — cast its ballot to reject the Plan. Accordingly, Class 4 has voted to reject the Plan.
e. Class 5 consists of the Allowed Secured Claim of Wachovia Bank. Class 5 is not impaired under the Plan. Accordingly, Class 5 is deemed to have accepted the Plan.
f. Class 6 consists of the Allowed Unsecured Claim of VOC. Class 6 is impaired. Of the members of Class 6 casting ballots, 100% in number and 100% in amount voted to accept the Plan, Accordingly, Class 6 has accepted the Plan.
g. Class 7 consists of Allowed Unsecured Claims other than Class 6 and Class 8 Claims. Class 7 is impaired. At the hearing, the Debtor's counsel announced that N-Ovation Park Management, LLC ("N-Ovation"), which had originally cast its disputed $2,879,673.55 vote against confirmation of the Plan, had changed its vote in favor of confirmation of the Plan. Debtor's counsel submitted to the Court the revised ballot cast by N-Ovation. Debtor's counsel also announced that the Debtor, the Committee, and N-Ovation had reached an agreement to allow N-Ovation's unsecured claim in the amount of $1,440,000. In light of the foregoing, of the members of Class 7 casting ballots, 94% in number and 88% in amount voted to accept the Plan. Accordingly, Class 7 has accepted the Plan.
h. Class 8 consists of Allowed Unsecured Claims of the Authorizing Municipalities. Class 8 will receive no Distribution under the Plan and the Authorizing Municipalities will receive nothing on account of their Allowed Unsecured Claims. Accordingly, Class 8 is deemed to have rejected the Plan under Section ll26(g) of the Bankruptcy Code.
4. The following parties timely filed objections to confirmation of the Plan: (a) the City of Birmingham ("Birmingham"); (b) the County of Jefferson, Alabama ("Jefferson County"); (c) SS/Turbo Shot; and (d) Edward Hart ("Hart") (collectively, the "Objectors," or, in the singular, an "Objector"). As announced on the record at the confirmation hearing, with the exception of the objections of SS/Turbo Shot and Hart, such objections to confirmation (collectively, the "Objections") were withdrawn by the Objectors on the terms and conditions set forth in the Modifications and as set forth in this Order. With the exception of SS/Turbo Shot and Hart, the Objectors do not object to confirmation of the Plan as modified.
5. The objections of SS/Turbo Shot and Hart are due to be overruled.
A. The Plan Satisfies All of the Requirements of Section 943(b) of the Bankruptcy Code Except for the Requirements of Bankruptcy Code Section 1129(a)(8).
6. The Debtor has complied with the applicable provisions of the Bankruptcy Code, as required by Section 1129(a)(2) of the Bankruptcy Code.
7. The Plan complies with the provisions of the Bankruptcy Code made applicable by Sections 103(e) and 901 of the Bankruptcy Code as required by Section 943(b)(1) of the Bankruptcy Code.
8. The Plan complies with the provisions of Chapter 9 of the Bankruptcy Code, as required by Section 943(b)(2) of the Bankruptcy Code.
9. All amounts to be paid by the Authority or by any person for services or expenses in the case or incident to the Plan have been fully disclosed and are reasonable, as required by Section 943(b)(3) of the Bankruptcy Code. The Debtor and the Committee disclosed their Professional fees and expenses and submitted affidavits of Clark Hammond and Stephen Leara, respectively, in support of the reasonableness of such fees and expenses. The Court finds that (1) the fees and expenses incurred by Bradley Arant Rose White LLP, the Debtor's bankruptcy counsel, were fully disclosed and are reasonable, (2) the sales commission due to ITPS, as the Debtor's broker, were fully disclosed and are reasonable, and (3) the fees and expenses incurred by Burr Forman LLP, the committee's counsel, were fully disclosed and are reasonable.
10. The Debtor is not prohibited by law from taking any action necessary to carry out the Plan, as required by Section 943(b)(4) of the Bankruptcy Code.
11. Except to the extent that the holder of a particular claim has agreed to a different treatment of such claim, the Plan provides that, on the Effective Date, each holder of an Allowed Administrative Claim will receive on account of such claim cash equal to the Allowed amount of such claim, as required by Section 943(b)(5) of the Bankruptcy Code.
12. All regulatory and electoral approvals necessary under applicable nonbankruptcy law in order to carry out any provision of the Plan have been obtained, as required by Section 943(b)(6) of the Bankruptcy Code.
13. The Plan is in the best interests of creditors and is feasible, as required by Section 943(b)(7) of the Bankruptcy Code.
14. The Plan has been proposed in good faith and not by any means forbidden by law. Accordingly, the Plan satisfies the requirements of Section 1129(a)(3) of the Bankruptcy Code.
15. The Plan does not provide for any rate change that would require approval of a government regulatory commission with jurisdiction over the rates of the Debtor. Accordingly, Section 1129(a)(6) of the Bankruptcy Code is not applicable.
16. With respect to each unimpaired class, the legal, equitable and contractual rights of such claimants are unaltered by the Plan pursuant to Section 1124 of the Bankruptcy Code. Class 1, Classes 3 and 5 Claims are unimpaired under the Plan.
17. Except for Classes 4 and 8, all impaired classes have voted to accept the Plan.
18. At least one class of claims that is impaired under the Plan has accepted the Plan, determined without including any acceptance of the Plan by an insider. Accordingly, the Plan satisfies the requirements of Section 1129(a)(10) of the Bankruptcy Code, made applicable by Section 901 of the Bankruptcy Code.
B. The Plan Satisfies the Requirements of Section 1129(b) of the Bankruptcy Codes as Made Applicable by 11 U.S.C. § 901.
19. The Debtor has requested approval of the Plan notwithstanding the requirements of Section 1129(a)(8) of the Bankruptcy Code, as made applicable by Section 901 of the Plan.
20. The Plan does not discriminate unfairly and is fair and equitable within the meaning of Section 1129(b) of the Bankruptcy Code with respect to the treatment of each class of claims that is impaired under, and has not accepted, the Plan.
21. The Plan is fair and equitable with respect to the treatment of Class 4 and 8 Claims. With respect to Class 4 Claims, the Plan's treatment of such claims satisfies the requirements of 11 U.S.C. § 1129 (b)(2)(A) as the Plan provides (a) for the retention of SS/Turbo Drop's lien on the Stratosphere should it be found to have a valid first priority lien on such ride and, (b) alternatively, for the sale of the Stratosphere free and clear of liens pursuant to 11 U.S.C. § 1123(a)(5)(D) and 1129(b)(2)(A)(ii) if the Bankruptcy Court determines that SS/Turbo Drop does not hold a valid first priority lien on the Stratosphere.
22. With respect to Class 8 Allowed Unsecured Claims, the holder of any claim that is junior to the claims of such class will not receive or retain any property under the Plan on account of such junior interest any property. Without limitation, there are no interests junior to the claims of Class 8 Claims. Accordingly, pursuant to 11 U.S.C. § 1129 (b)(2)(B), the Plan does not discriminate unfairly with respect to Class 8 Claims.
C. Implementation of the Plan.
1. Sale of Purchased Assets.
23. Pursuant to Article IV of the Plan, the Purchased Assets will be sold to Purchaser pursuant to the Asset Purchase Agreement attached as Exhibit A to the Plan. The Purchase Price for the Purchased Assets is fair and reasonable.
24. The Asset Purchase Agreement is the product of arms' length negotiations between the Authority and the Purchaser. The Asset Purchase Agreement is not the product of self-dealing, bad faith or unfair dealing.
25. The transactions contemplated by the Asset Purchase Agreement are (i) in the best interests of the Debtor, the Debtor's creditors, and the public purpose for which the Debtor was formed, (ii) proposed in good faith, and (iii) fair and reasonable.
26. Upon consummation of the Asset Purchase Agreement, the Purchaser shall be deemed and considered a bona fide, good faith purchaser for value of the Purchased Assets.
27. The Sale of the Purchased Assets (including the Stratosphere, subject to the terms of the Asset Purchase Agreement) to the Purchaser pursuant to the Asset Purchase Agreement shall, pursuant to Section 1123(a)(5)(D) of the Bankruptcy Code, be free and clear of any liens on such property (except for the Permitted Encumbrances).
2. Assignment of Funding Agreements and the Trust Funds to the Indenture Trustee.
28. Pursuant to Section III.B.l.c of the Plan, the Authority is hereby authorized and directed to sell and assign absolutely to the Indenture Trustee, on the Effective Date, all of the Authority's rights, title and interest in, to and under (a) each of the Funding Agreements and all of the Funding Agreement Proceeds, and (b) each of the Trust Funds, and all proceeds therein and therefrom.
29. The obligations of the Authorizing Municipalities (except for Birmingham) under their respective Funding Agreements as described in Section II.B.l.b.ii of the Disclosure Statement are due and owing, absolutely and unconditionally, and the enforceability of such Funding Agreements, and the obligations thereunder, shall survive confirmation of the Plan and the Closing of the Sale.
30. The City of Birmingham disputes and denies that it has any remaining obligations due under the Funding Agreement executed by it and, on such basis, has filed an objection to Confirmation of the Plan (the "Birmingham Objection"). The Authority and the Indenture Trustee contend, on the other hand, that Birmingham is and remains liable under its Funding Agreement for the payment to the Indenture Trustee of an additional sum of at least $5 million under such Funding Agreement. In order to induce Birmingham to withdraw the Birmingham Objection, the Authority, the Indenture Trustee, and Birmingham have agreed notwithstanding anything to the contrary herein or in the Plan or the Disclosure Statement, that (1) the Confirmation of the Plan and the entry of this Confirmation Order shall not prejudice or effect a waiver, release or compromise of any of their respective claims, rights, causes of action, remedies, and defenses against any party with respect to the obligations, if any, of Birmingham remaining under its Funding Agreement, and (2) the Authority, the Indenture Trustee, and Birmingham (a) specifically reserve and do not waive, release or compromise any of their respective claims, rights, causes of action, remedies, and defenses with respect to Birmingham's Funding Agreement and related documents, including, without limitation, the Interlocal Agreement and (b) may pursue or assert such claims, rights, causes of action, remedies, or defenses in any court of competent jurisdiction.
3. The Liquidation Trustee and Liquidation Trust Agreement.
31. Mr. Edmond Denaburg has agreed to serve as Liquidation Trustee under the Plan pursuant to the terms of the Liquidation Trust Agreement attached to the Plan.
32. The Court hereby authorizes and approves the Liquidation Trust Agreement and the appointment of Mr. Denaburg as Liquidation Trustee pursuant to Article IV of the Plan.
4. VOC Settlement and Sale of Outlet Center.
33. Pursuant to Article IV of the Plan, the Authority's interests in the Outlet Center will be sold to VOC, and the Causes of Action against VOC regarding the Outlet Center Lease and the Outlet Center Property shall be settled and released. The Outlet Center Purchase Price is fair and reasonable.
34. The Outlet Center Settlement is the product of arms' length negotiations between the Authority and VOC. The Outlet Center Settlement is not the product of self-dealing, bad faith or unfair dealing.
35. The transactions contemplated by the Outlet Center Settlement are (i) in the best interests of the Debtor, the Debtor's creditors, and the public purpose for which the Debtor was formed, (ii) proposed in good faith, and (iii) fair and reasonable.
36. Upon consummation of the Outlet Center Settlement, the Purchaser shall be deemed and considered a bona fide, good faith purchaser for value of the Outlet Center Property.
37. The sale of the Outlet Center Property to VOC shall, pursuant to Section 1123(a)(5)(D) of the Bankruptcy Code, be free and clear of any liens on such property (except for the Wachovia Mortgage and the Outlet Center Lease).
38. The Outlet Center Settlement is in the best interests of the Debtor and its creditors and is due to be approved under the standard enunciated in In re Justice Oaks II, Ltd., 898 F.2d 1544 (11th Cir.), cert. denied, 498 U.S. 959 (1990).
5. Settlement of Class 3 Claims.
39. The Class 3 Secured Claims of T.E. Stevens and Mayer Electric shall be resolved on the following terms:
a. T.E. Stevens' Class 3 Secured Claim shall be Allowed in the full amount of $472,088.48 as of December 16, 2002, and shall remain secured by T.E. Stevens' lien on the E-Zone Property. T.B. Stevens shall retain its lien on the E-Zone Property even after the Closing of the Sale as provided in the Plan. T.E. Stevens shall be stayed from executing upon the E-Zone Property until after the Effective Date. T.E. Stevens' Class 3 Claim shall remain unimpaired. The compromise is in the best interests of the Debtor and its creditors and is due to be approved under the standard enunciated in In re Justice Oaks II, Ltd., 898 F.2d 1544 (11th Cir.), cert. denied, 498 U.S. 959 (1990). The compromise hereby is approved in all respects and is incorporated into the Plan.
b. Mayer Electric's Class 3 Secured Claim shall be Allowed in the full amount of $140,389.21 as of December 16, 2002, and shall remain secured by a lien on the E-Zone Property, junior only to the lien of T.E. Stevens. Mayer Electric shall retain its lien on the E-Zone Property even after the Closing of the Sale, as provided in the Plan. Mayer Electric shall be stayed from executing upon the E-Zone Property until after the Effective Date. Mayer Electric's Class 3 Claim shall remain unimpaired. The compromise is in the best interests of the Debtor and its creditors and is due to be approved under the standard enunciated in In re Justice Oaks II, Ltd., 898 F.2d 1544 (11th Cir.), cert. denied, 498 U.S. 959 (1990). The compromise hereby is approved in all respects and is incorporated into the Plan.
40. The Indenture Trustee shall retain its lien on the E-Zone Property as security for the Bonds, which lien shall be junior to the liens of T.E. Stevens and Mayer Electric; provided, however, that if the Purchaser opts to purchase the E-Zone Property in accordance with the terms of the Purchase Agreement, said purchase shall be free and clear of the Indenture Trustee's lien on the E-Zone Property as provided in the Plan.
6. Modification to Plan.
41. The Plan, as modified by the Modifications, meets the requirements of chapter 9 of the Bankruptcy Code. The Modifications do not adversely change the treatment of the claim of any creditor. The Modifications are deemed accepted by all creditors who have previously accepted the Plan.
ACCORDINGLY, for the reasons set forth above and based on the record in this case, it is hereby
ORDERED, ADJUDGED and DECREED that due and proper notice of the Confirmation Hearing on the Plan and of the opportunity to object to confirmation of same and to object to approval of the Disclosure Statement, and the deadline for filing ballots accepting or rejecting the Plan has been given to all creditors and parties in interest; and it is further
ORDERED, ADJUDGED and DECREED that the Plan meets the requirements of Section 943(a) of the Bankruptcy Code except for the requirements of Section 1129(a)(8) of the Bankruptcy Code; and it is further
ORDERED, ADJUDGED and DECREED that the Plan meets the requirements of Section 1129(b) of the Bankruptcy Code, as made applicable by Section 901 of the Bankruptcy Code; and it is further
ORDERED, ADJUDGED and DECREED that the Plan is CONFIRMED; and it is further
ORDERED, ADJUDGED and DECREED that, except as otherwise provided in the Plan, on the Effective Date, the Causes of Action (excluding any Released Claims), the Outlet Center Settlement Payment (less the fees and expenses of the Committee), and the Dinamation Judgment shall be assigned to and vested in the Liquidation Trustee, free and clear of all liens of any creditors or other parties in interest; and it is further
ORDERED, ADJUDGED and DECREED that Mr. Edmond Denaburg is hereby appointed as the Liquidation Trustee, effective as of the Effective Date; and it is further
ORDERED, ADJUDGED and DECREED that, pursuant to Article IV of the Plan, the Debtor will sell the Purchased Assets, free and clear of all liens (except for the Permitted Encumbrances), to Purchaser as more specifically provided by the Asset Purchase Agreement; and it is further
ORDERED, ADJUDGED and DECREED that, pursuant to Section 1123(a)(5)(D) of the Bankruptcy Code, the sale of the Purchased Assets to Purchaser shall be free and clear of any liens (except for the Permitted Encumbrances); and it is further
ORDERED, ADJUDGED and DECREED both the Sale and the parties to the Sale will be afforded the protections of Section 363(m) of the Bankruptcy Code; and it is further
ORDERED, ADJUDGED and DECREED that, pursuant to Article IV of the Plan, the Debtor will set' the Outlet Center Property, free and clear of all liens (except for the Wachovia Mortgage and the Outlet Center Lease), to VOC and settle all Causes of Action that the Authority may have against VOC, in consideration for the payment in Cash of the Outlet Center Purchase Price; and it is further
ORDERED, ADJUDGED and DECREED that, pursuant to Section 1123(a)(5)(D) of the Bankruptcy Code, the sale of the Outlet Center Property to VOC shall be free and clear of all liens, except for the Wachovia Mortgage and the Outlet Center Lease; and it is further
ORDERED, ADJUDGED and DECREED that both the sale of the Outlet Center Property to VOC and the parties to such sale will be afforded the protections of Section 363(m) of the Bankruptcy Code; and it is further
ORDERED, ADJUDGED and DECREED that, as more specifically provided in the Plan, any remaining unexpired leases and executory contracts of the Debtor not expressly dealt with herein or in the Plan are deemed rejected as of the Effective Date; and it is further
ORDERED, ADJUDGED and DECREED that the obligations of the Authorizing Municipalities (except for Birmingham) under their respective Funding Agreements as described in Section II.B.l.b.ii of the Disclosure Statement are due and owing, absolutely and unconditionally, and the enforceability of such Funding Agreements, and the obligations thereunder, shall and do survive Confirmation of the Plan and the Closing of the Sale; and it is further
ORDERED, ADJUDGED and DECREED that, notwithstanding anything to the contrary in the Plan or the Disclosure Statement, (1) the Confirmation of the Plan and the entry of this Confirmation Order shall not prejudice or effect a waiver, release or compromise of any of the claims, rights, causes of action, remedies, and defenses of the Authority, the Indenture Trustee, or Birmingham against any party with respect to the obligations, if any, of Birmingham remaining under its Funding Agreement, and (2) the Authority, the Indenture Trustee, and Birmingham (a) specifically reserve and do not waive, release or compromise any of their respective claims, rights, causes of action, remedies, and defenses with respect to Birmingham's Funding Agreement and related documents, including, without limitation, the Interlocal Agreement and (b) may pursue or assert such claims, rights, causes of action, remedies, or defenses in any court of competent jurisdiction; and it is further
ORDERED, ADJUDGED and DECREED that, in consideration of the Modifications to the Plan set forth in this Confirmation Order, the Birmingham Objection is withdrawn; and it is further
ORDERED, ADJUDGED and DECREED that the Plan shall be binding upon and inure to the benefit of the Debtor, the Indenture Trustee, the Purchaser, the Plan Trustee, the Plan Trust, the Authorizing Municipalities, the holders of all Claims, their respective successors and assigns, whether or not such creditor is impaired under the Plan or has voted to accept the Plan; and it is further
ORDERED, ADJUDGED and DECREED that except as otherwise provided in the Plan or in the Confirmation Order, the rights afforded in the Plan and the payments and distributions to be made thereunder shall be in complete exchange for, and in full satisfaction, discharge and release of, all existing debts and Claims of any kind, nature or description whatsoever against the Debtor, the Purchased Assets, the Outlet Center Property, the Indenture Trustee, the Purchaser, VOC, the Plan Trust and the Plan Trustee, and upon the Effective Date, all such existing Claims shall be, and shall be deemed to be, exchanged, satisfied, discharged and released in full, except as otherwise provided in the Plan; and all holders of Claims shall be precluded and enjoined from asserting against the Debtor, the Purchased Assets, the Outlet Center Property, the Purchaser, VOC, the Plan Trust and the Plan Trustee any Claim based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, whether or not such holder filed a proof of Claim, such claim is Allowed or the holder of such Claim has accepted the Plan; and it is further
ORDERED, ADJUDGED and DECREED that, effective upon the Effective Date, each holder of a Claim or other party-in-interest, except as provided in the Plan, shall be and hereby is enjoined from filing any claim, suit or Cause of Action of any kind against the Debtor, the Purchased Assets, the Outlet Center, the Indenture Trustee, the Purchaser, VOC, the Plan Trustee, the Plan Trust, or their officers, directors, shareholders, employees, affiliates, principals, and agents based upon any act, conduct, omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date; and it is further
ORDERED, ADJUDGED and DECREED that the Court shall retain jurisdiction over any disputes regarding Orders of the Court or stipulations entered into in the Chapter 9 Case and such other purposes as are consistent with Sections 945 and 1142(b) of the Bankruptcy Code; and it is further
ORDERED, ADJUDGED and DECREED that any pending objections to confirmation of the Plan are hereby OVERRULED; and it is further
ORDERED, ADJUDGED and DECREED that, except as specifically set forth herein, this Confirmation Order incorporates, approves and authorizes each and every term and condition of the Plan and the transactions contemplated therein; and it is further
ORDERED, ADJUDGED and DECREED that the delivery of any instrument or transfer under the Plan shall not be taxed under any law imposing a stamp tax or a similar tax, or governmental assessment, and the appropriate governmental officials or agents shall be, and hereby are, directed to forego the collection of any tax or governmental assessments and to accept for filing and recordation any of the foregoing instruments without the payment of any such tax or assessment; and it is further
ORDERED, ADJUDGED and DECREED that Bankruptcy Rules 6004(g) and 6006(d) are not applicable and, therefore, (1) any and all Property of the Debtor to be used, sold, or leased pursuant to the Plan may be used, sold, or leased immediately (including, without limitation, the Purchased Assets that are to sold to the Purchaser pursuant to the Asset Purchase Agreement), and (2) any executory contracts or unexpired leases of the Debtor to be assigned pursuant to the Plan may be assigned immediately; and it is further
ORDERED, ADJUDGED and DECREED that the fees and expenses of Bradley Arant Rose White LLP, International Theme Park Services, Inc., and Burr Forman LLP have been fully disclosed and are reasonable, and that such fees and expenses are due to be paid without further application to or approval of the Court in accordance with the Plan; and it is further
ORDERED, ADJUDGED and DECREED that the Clerk of Court shall serve a copy of the Confirmation Order through the National Bankruptcy Noticing Center on all creditors and others requesting notice; and it is further
ORDERED, ADJUDGED and DECREED that the debtor shall serve a copy of theConfirmation Order through local mail or facsimile, on all attending the hearing on December 16, 2002, and all others the debtor believes should receive expedited notice.
DONE AND ORDERED.
This order was proposed by debtor's counsel at the request of the Court at the hearing on December 16, 2002.