Order Confirming First Amended Plan of Reorganization of WHX Corporation (Chapter 11)

 EXHIBIT 2.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - ------------------------------------X IN RE : : WHX CORPORATION : CHAPTER 11 CASE NO. : 05-11444 (ALG) : DEBTOR. : - ------------------------------------X ORDER CONFIRMING FIRST AMENDED PLAN OF REORGANIZATION OF WHX CORPORATION --------------------------------------- WHX Corporation, the debtor and debtor in possession (the "DEBTOR") in the above captioned chapter 11 case (the "CHAPTER 11 CASE") pending under chapter 11 of title 11 of the United States Code (11 U.S.C. ss.ss. 101 ET SEQ., the "BANKRUPTCY CODE"), having proposed and filed the First Amended Chapter 11 Plan of Reorganization of WHX Corporation, dated June 8, 2005 (as modified and as may be further amended, supplemented, or modified in accordance with this Order, the "PLAN");(1) and the Court having conducted a hearing to consider confirmation of the Plan on July 20, 2005 (the "HEARING"); and the Court having considered (a) the Plan and the Plan Documents, including, without limitation, the New Charter, the New Bylaws, the Warrant, and certain revisions to the Debtor's Projections, (b) the testimony, affidavits, and exhibits admitted into evidence at the Hearing, (c) the arguments of counsel presented at the Hearing, (d) the formal and informal objections to confirmation of the Plan and the responses filed thereto, and (e) the pleadings filed in support of confirmation, including, without limitation, the memorandum of the Debtor; and the Court being - ---------------------- (1) All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Plan.  familiar with the Plan and other relevant factors affecting the Chapter 11 Case; and the Court having taken judicial notice of the entire record of the Chapter 11 Case, including, without limitation, (a) all pleadings and papers filed in the Chapter 11 Case by the Debtor, the Creditors Committee and the Preferred Committee (together with the Creditors Committee, the "COMMITTEES"), (b) the order entered by the Court on March 31, 2005 establishing May 16, 2005 as the last day for filing proofs of Claim against the Debtor (the "BAR DATE ORDER"), (c) the order (the "APPROVAL AND PROCEDURES ORDER") entered by the Court on June 8, 2005 (i) approving the Debtor's Second Amended Disclosure Statement with Respect to the Plan (the "DISCLOSURE STATEMENT"), (ii) approving procedures for solicitation and tabulation of votes to accept or reject proposed chapter 11 plan of reorganization, and (iii) scheduling the Hearing; and the Court having found that due and proper notice has been given with respect to the Hearing and the deadlines and procedures for objections to the Plan; and the appearance of all interested parties having been duly noted in the record of the Hearing; and upon the record of the Hearing, and after due deliberation thereon, and sufficient cause appearing therefor; IT IS HEREBY FOUND AND CONCLUDED,(2) that JURISDICTION AND VENUE ---------------------- A. The Court has jurisdiction to conduct the Hearing and to confirm the Plan pursuant to 28 U.S.C. ss. 1334. B. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. ss. 157(b), and this Court has jurisdiction to enter a final order with respect thereto. - ----------------------------------- (2) The Findings of Fact and Conclusions of Law contained herein constitute the findings of fact and conclusions of law required to be entered by this Court pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Rules 7052 and 9014 of the Federal Rules of Bankruptcy Procedure (the "BANKRUPTCY RULES"). To the extent any finding of fact constitutes a conclusion of law, it is adopted as such. To the extent any conclusion of law constitutes a finding of fact, it is adopted as such. -2-  C. The Debtor is a proper Debtor under section 109 of the Bankruptcy Code and is a proper proponent of the Plan under section 1121(a) of the Bankruptcy Code. D. Each of the conditions precedent to the entry of this Order has been satisfied or properly waived in accordance with sections 3.1 and 3.3 of the Plan. JUDICIAL NOTICE --------------- E. This Court takes judicial notice of the docket of the Chapter 11 Case maintained by the Clerk of the Court and/or its duly-appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and evidence and arguments made, proffered or adduced at the hearings held before the Court during the pendency of the Chapter 11 Case. MODIFICATIONS ------------- F. The Debtor filed certain modifications to the Plan (the "INITIAL MODIFICATIONS") ten days prior to the deadline by which the ballots indicating acceptance or rejection of the Plan must be received (the "VOTING DEADLINE") and in conjunction with the other Plan Documents. The Debtor also filed certain revisions to the Projections accompanying the Disclosure Statement (the "REVISIONS"). G. The Debtor has agreed to further modify Section 4.4 of the Plan to eliminate references to Indemnitees as parties against whom actions are being enjoined in accordance with the Court's ruling on the Preferred Committee's limited objection, dated July 13, 2005 (the "LIMITED OBJECTION"). A blackline version of the Plan evidencing both the Initial Modifications and the further modification to Section 4.4 (collectively, the "MODIFICATIONS") is attached hereto as Exhibit A. The Modifications do not materially or adversely affect or change the treatment of any Claim against or Equity Interest in the Debtor. -3-  Pursuant to section 1127(b) of the Bankruptcy Code and Bankruptcy Rule 3019, neither the Revisions nor the Modifications require additional disclosure under section 1125 of the Bankruptcy Code, the resolicitation of acceptances or rejections of the Plan under section 1126 of the Bankruptcy Code, or that holders of Claims against or Equity Interests in the Debtor be afforded an opportunity to change previously cast acceptances or rejections of the Plan as filed with the Bankruptcy Court. The disclosure of the Revisions along with the Debtor's Plan Documents and the disclosure of the Modifications on the record at the Hearing constitute due and sufficient notice thereof under the circumstances of the Chapter 11 Case. Accordingly, the Plan (as modified) is properly before the Court and all votes cast with respect to the Plan prior to the Modifications shall be binding and shall be deemed to be cast with respect to the Plan as modified. STANDARDS FOR CONFIRMATION UNDER SECTION 1129 OF THE BANKRUPTCY CODE ----------------------------------- H. SECTION 1129(a)(1). The Plan complies with all applicable provisions of the Bankruptcy Code. In particular, the Plan complies with the requirements of sections 1122 and 1123 as follows: o In accordance with section 1122(a) of the Bankruptcy Code, Article II of the Plan classifies each Claim against and Equity Interest in the Debtor into a class containing only substantially similar Claims or Equity Interests; o In accordance with section 1123(a)(1) of the Bankruptcy Code, Article II of the Plan properly classifies all Claims and Equity Interests that require classification; o In accordance with section 1123(a)(2) of the Bankruptcy Code, Article II of the Plan properly identifies and describes each class of Claims that is unimpaired by the Plan; o In accordance with section 1123(a)(3) of the Bankruptcy Code, Article II of the Plan properly identifies and describes the treatment of each impaired class of Claims or Equity Interests; o In accordance with section 1123(a)(4) of the Bankruptcy Code, the Plan provides the same treatment for each Claim or Equity Interest in a particular class unless the holder of such a Claim or Equity Interest agrees to less favorable treatment; o In accordance with section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for its implementation, including, without limitation, the provisions regarding Effective Date -4-  transfers and post-Effective Date corporate management, governance, and actions in Article IV; o In accordance with section 1123(a)(6) of the Bankruptcy Code, the New WHX Charter contains provisions prohibiting the issuance of non-voting equity securities; o In accordance with section 1123(a)(7) of the Bankruptcy Code, the provisions of the Plan and the New WHX Charter regarding the manner of selection of officers and directors of New WHX are consistent with the interests of creditors and equity security holders and with public policy. I. SECTION 1129(a)(2). The Debtor has complied with all applicable provisions of the Bankruptcy Code. In particular, the Plan complies with the requirements of sections 1125 and 1126 as follows: o On or before June 15, 2005, the Debtor, through its notice and solicitation agent, Innisfree M&A, Incorporated ("INNISFREE") caused copies of (a) the notice of the Hearing (the "CONFIRMATION HEARING NOTICE"); (b) the Disclosure Statement (together with the exhibits thereto, including the Plan, that had been filed with the Court before the date of the mailing); (c) the Creditors Committee's letter recommending acceptance of the Plan; (d) the Preferred Committee's letter recommending rejection of the Plan; and (e) with respect to holders of Claims and Preferred Equity Interests in classes that were entitled to vote to accept or reject the Plan (I.E., Allowed Claims in Classes 3 and 4, and Allowed Preferred Equity Interests in Classes 5 and 6) an appropriate form of ballot and return envelope (collectively, the materials described in clauses (a) - (e), the "SOLICITATION PACKAGES") to be transmitted to (i) all persons or entities that had filed proofs of claim or equity interest on or before the Record Date (or their transferees in accordance with the procedures set forth in the Approval and Procedures Order); (ii) all persons or entities listed in the Debtor's Schedules as holding liquidated, noncontingent, undisputed claims as of the Record Date (or their transferees in accordance with the procedures set forth in the Approval and Procedures Order); (iii) all other known holders of claims against or equity interests in the Debtor, if any, as of the Record Date; (iv) all parties in interest that had filed requests for notice in accordance with Bankruptcy Rule 2002 in the Chapter 11 Case on or before the Record Date; (v) the Indenture Trustee; (vi) the U.S. Trustee; and (vii) the persons described in the Approval and Procedures Order in connection with the special solicitation procedures for holders of Senior Notes and Preferred Equity Interests; o On or before June 16, 2005, the Debtor, through Innisfree, caused copies of the Confirmation Hearing Notice to be transmitted to all holders of Common Equity Interests as of the Record Date; o On or before June 20, 2005, the Debtor caused a copy of the Confirmation Hearing Notice to be published in the national edition of THE NEW YORK TIMES; o The Confirmation Hearing Notice provided due and proper notice of the Hearing and all relevant dates, deadlines, procedures, and other information relating to the Plan and/or the solicitation of votes -5-  thereon, including, without limitation, the Voting Deadline, the deadline to object to confirmation of the Plan, the time, date and place of the Hearing, and the exculpation and release provisions in the Plan; o All Persons entitled to receive notice of the Disclosure Statement, the Plan and the Hearing have received proper, timely, and adequate notice in accordance with the Approval and Procedures Order and the applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, and have had an opportunity to appear and be heard with respect thereto; o The Debtor and the Committees have solicited votes with respect to the Plan in good faith and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules and the Approval and Procedures Order, including without limitation, the inclusion of the Creditors Committee's letter recommending acceptance of the Plan and the Preferred Committee's letter recommending rejection of the Plan in the Solicitation Packages. Accordingly, the Debtor and the Committees are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in section 4.5 of the Plan; o The Plan was voted on by all classes of impaired Claims and Preferred Equity Interests that were entitled to vote pursuant to the Bankruptcy Code, the Bankruptcy Rules, and the Approval and Procedures Order; o Innisfree has made a final determination of the validity of, and tabulation with respect to, all acceptances and rejections of the Plan by holders of Claims and Preferred Equity Interests entitled to vote on the Plan, including the amount and number of accepting and rejecting Claims in Classes 3 and 4 and the amount of accepting and rejecting Preferred Equity Interests in Classes 5 and 6; o Class 3 has accepted the Plan by at least two-thirds in amount and a majority in number of the Claims in such class actually voting; o Although Class 4 ballots were received by the Debtors, none were submitted by holders of allowed claims as required by the Approval and Procedures Order and, as no valid votes to accept or reject the Plan were received, Class 4 is deemed to have accepted the Plan;(3) o Each of Classes 5 and 6 have rejected the Plan; and o The determination of Innisfree with respect to the voting on the Plan validly and correctly sets forth the tabulation of votes, as required by the Bankruptcy Code, Bankruptcy Rules, and the Approval and Procedures Order. J. SECTION 1129(a)(3). The Plan has been proposed in good faith and not by any means forbidden by law. In so finding, the Court has considered the totality of the circumstances in this Chapter 11 Case. The Plan is the result of extensive arm's length negotiations and reflects substantial input from the -6-  principal constituencies having an interest in the Debtor's Chapter 11 Case and achieves the goal of consensual reorganization embodied by the Bankruptcy Code. Further, as described in greater detail below, the Plan's indemnification, exculpation, release, and injunction provisions have been negotiated in good faith, are consistent with sections 105, 1123(b)(6), 1129, and 1142 of the Bankruptcy Code, and are each necessary to the Debtor's successful reorganization. K. SECTION 1129(a)(4). No payment for services or costs in connection with the Chapter 11 Case or the Plan has been made by the Debtor other than payments that have been authorized by order of the Court. Further, pursuant to sections 2.2 and 6.1 of the Plan, all such payments to be made will be subject to review and approval by this Court. L. SECTION 1129(a)(5). The Debtor has disclosed the identity and nature of compensation of all insiders to be employed or retained by New WHX, as well as the identities of each Person that is proposed to serve as an officer or director of New WHX. Such disclosure by the Debtor is due and proper and the appointment or continuation in office of the identified Persons is consistent with the interests of creditors, equity security holders, and with public policy. M. SECTION 1129(a)(6). The Plan does not provide for any changes in rates that require regulatory approval of any governmental agency. N. SECTION 1129(a)(7). Each holder of an impaired Claim or impaired Preferred Equity Interest that has not accepted the Plan will, on account of such Claim or Preferred Equity Interest, receive or retain property under the Plan having a value, as of the Effective Date, that is not less than the amount - ----------------------- (continued...) (3) The Court also notes that its finding is unlikely to create any significant prejudice to any holder of a subsequently Allowed Class 4 -7-  that such holder would receive or retain if the Debtor were liquidated under chapter 7 of the Bankruptcy Code. The holders of Preferred Equity Interests, who shall receive only partial payment with respect to their Allowed Preferred Equity Interests under the Plan, would receive no distribution if the Debtor was liquidated under chapter 7 of the Bankruptcy Code. The holders of Common Equity Interests, who shall receive no consideration under the Plan and are therefore deemed to have rejected the Plan, would receive no distribution if the Debtor was liquidated under chapter 7 of the Bankruptcy Code. O. SECTION 1129(a)(8). The Plan has not been accepted by all impaired classes of Claims and Equity Interests. Nevertheless, as more fully explained below, the Plan is confirmable because it satisfies 1129(b)(1) of the Bankruptcy Code with respect to such non-accepting classes of Claims and Equity Interests. P. SECTION 1129(a)(9). The Plan provides treatment for Administrative Claims and priority Claims that is consistent with the requirements of section 1129(a)(9) of the Bankruptcy Code. Q. SECTION 1129(a)(10). The Plan has been accepted by at least one class of impaired Claims that was entitled to vote on the Plan without including any acceptance of the Plan by any insider. R. SECTION 1129(a)(11). Confirmation of the Plan is not likely to be followed by the liquidation or the need for the further financial reorganization of New WHX. S. SECTION 1129(a)(12). The Plan provides for the payment of all fees payable under section 1930, title 28, United States Code by the Debtor on the Effective Date (or as soon as practicable thereafter). After the Effective - --------------------- (continued...) Claim as the treatment afforded Class 4 Claims under the Plan is payment in full, in cash, the full amount of such Allowed Claim. -8-  Date and until this Chapter 11 Case is closed, converted, or dismissed, the Plan provides for the payment by the Disbursing Agent of all such fees as they become due. T. SECTION 1129(a)(13). The Plan provides that, upon the Effective Date, New WHX will assume and continue the Pension Plan, satisfy the minimum funding standards and administer the Pension Plan in accordance with its terms and the provisions of ERISA and the Internal Revenue Code, and that nothing in the Plan will be construed as discharging, releasing or relieving New WHX from any liability imposed under any law or regulatory provision with respect to the Pension Plan. U. SECTION 1129(b)(2). The Plan does not discriminate unfairly and is fair and equitable to each class of Claims or Equity Interests that has not accepted the Plan. Holders of Allowed Senior Notes Claims and Allowed Other Unsecured Claims (I.E., those in Classes 3 and 4) under the Plan will receive consideration that is significantly different in nature and quality than the cash they are owed that will not be worth more than the full amount of their Claims. Holders of Preferred Equity Interests (I.E., those in Classes 5 and 6) will receive partial payment under the Plan with respect to their Allowed Preferred Equity Interests. Holders of Common Equity Interests will receive no property under the Plan. Nevertheless, the Plan is fair and equitable because it does not provide a recovery to any holder of a Claim or Equity Interest that is junior to the classes of Equity Interests that are not being paid in full (I.E., Preferred Equity Interests in Classes 5 and 6). Similarly, the Plan does not "discriminate unfairly" because each dissenting class is treated substantially equally to similarly situated classes. V. SECTION 1129(c). The Plan is the only plan that has been filed in the Chapter 11 Case that has been found to satisfy the requirements of -9-  subsections (a) and (b) of section 1129 of the Bankruptcy Code. Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied. W. SECTION 1129(d). No party in interest, including but not limited to any governmental unit, has requested that the Court deny confirmation of the Plan on grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933, and the principal purpose of the Plan is not such avoidance. Accordingly, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. EXECUTORY CONTRACTS ------------------- X. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the occurrence of the Effective Date, the Plan provides for the assumption of and assignment to New WHX of each and every executory contract and unexpired lease of the Debtor. The Debtor's decisions regarding the assumption and rejection of executory contracts and unexpired leases are based on and are within the sound business judgment of the Debtor, are necessary to the implementation of the Plan, and are in the best interests of the Debtor, its Estate, stakeholders, and other parties in interest in this Chapter 11 Case. Y. Section 365(b) of the Bankruptcy Code is satisfied because there are no outstanding cure obligations associated with any executory contract or unexpired lease that is to be assumed under the Plan. ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED AND DECREED, that A. GENERAL 1. The Plan is hereby confirmed and the record of the Hearing is hereby closed. -10-  2. The Plan Documents, including the specimen of (a) the New WHX Common Stock and (b) the Warrant are hereby approved as to form. 3. The Effective Date of the Plan shall occur on the date when the conditions set forth in section 3.2 of the Plan shall have been satisfied or, if applicable, shall have been waived in accordance with section 3.3 of the Plan. 4. The Confirmation Date shall be the record date for purposes of determining the holders of Allowed Claims and Allowed Preferred Equity Interests that are entitled to distributions that are required to be made under the Plan on the Effective Date. 5. In accordance with the Court's ruling on the merits and the Debtor's Modification to Section 4.4 of the Plan, the Limited Objection is overruled. Any other objections to confirmation of the Plan that (a) have not been withdrawn, waived, or settled prior to the entry of this Confirmation Order, and any reservations of rights contained therein or (b) are not cured by the relief granted herein, are hereby overruled in their entirety and on their merits. All withdrawn objections are hereby deemed withdrawn with prejudice. 6. In accordance with section 1141(a) of the Bankruptcy Code and upon the occurrence of the Effective Date, the Plan shall be binding upon and inure to the benefit of (a) the Debtor and its respective successors and assigns, (b) the holders of Claims and Equity Interests and their respective successors and assigns (whether or not they voted to accept the Plan, whether or not they are impaired under the Plan, and whether or not any such holder has filed, or is deemed to have filed a proof of Claim or proof of Equity Interest), (c) any other Person giving, acquiring, or receiving property under the Plan, (d) any party to an executory contract or unexpired lease of the Debtor and (e) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, -11-  representatives, attorneys, beneficiaries, or guardians, if any. All settlements, compromises, releases, discharges, exculpations and injunctions set forth in the Plan shall be, and hereby are, effective and binding on all Persons who may have had standing to assert such settled, released, discharged, exculpated, or enjoined Causes of Action and no other Entity shall possess such standing to assert such Causes of Action after the Effective Date. 7. On the Effective Date, except as otherwise provided in the Plan, title to all property of the Estate shall be vested in New WHX free and clear of all liens, Claims, and encumbrances in accordance with the terms of the Plan and section 1141 of the Bankruptcy Code and notwithstanding any prohibitions of such, which are hereby null and void. 8. On the Effective Date, WHX shall cease to exist as the Debtor, the Equity Interests in the Debtor shall be cancelled, the board of directors of the Debtor shall be dissolved, and, in accordance with the New WHX Charter and the New WHX Bylaws, management and control of New WHX shall be changed to and shall reside in the members of its board of directors and the holders of New WHX Common Stock.(4) B. DISCHARGE AND RELEASES. 9. From and after the Effective Date, neither the Debtor, its Affiliates, the Committees, nor any of their respective directors, officers, employees, members, attorneys, consultants, advisors, and agents (acting in such capacity), shall have or incur any liability to any Entity for any act taken or omitted to be taken in connection with the Debtor's restructuring, including the formulation, preparation, dissemination, implementation, confirmation or approval of the Plan, the Plan Documents, the Disclosure Statement, or any contract, instrument, release or other agreement or document provided for, or -12-  contemplated in connection with, the consummation of the transactions set forth in the Plan; PROVIDED, HOWEVER, that the foregoing provisions shall not affect the liability of any Person that otherwise would result from any such act or omission to the extent that act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. Any of the foregoing parties in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. 10. On the Effective Date, in accordance with section 4.3 of the Plan, and except as otherwise provided in the Plan or in this Order, entry of this Order acts as a discharge of and injunction against all Causes of Action against the Debtor or its Estate that arose before the Effective Date to the extent permitted by section 1141 of the Bankruptcy Code. 11. As of the Effective Date, except as otherwise provided in the Plan or in this Order, all Entities who have been, are, or may be holders of Claims against or Equity Interests in the Debtor shall be enjoined from taking any actions described in section 4.4 of the Plan against or affecting the Debtor, its Estate, or its Assets, other than actions brought to enforce any rights or obligations under the Plan and appeals, if any, from this Order. 12. As of the Effective Date, the Debtor shall be deemed to have waived and released its present and former directors, officers, employees, members, attorneys, consultants, advisors, and agents (acting in such capacity) who were directors, officers, employees, members, attorneys, consultants, advisors or agents, respectively, at any time during the Chapter 11 Case from - -------------------- (4) For the avoidance of doubt, the transactions occurring on the Effective Date shall constitute a "Change in Control" under the amended and restated -13-  any and all Causes of Action of the Debtor, including without limitation, Causes of Action which the Debtor as Debtor in possession otherwise has legal power to assert, compromise, or settle in connection with the Chapter 11 Case, arising on or prior to the Effective Date; PROVIDED, HOWEVER, that (i) contractual obligations owed by such Person to the Debtor and (ii) Causes of Action relating to such Person's actions or omissions determined in a Final Order to have constituted gross negligence or willful misconduct shall not be waived and released. Notwithstanding anything in the Plan, the Debtor's reorganization proceedings and the Plan shall not discharge, release, or relieve any Person from any fiduciary liability under ERISA with respect to the WHX Pension Plan and neither the PBGC nor the administrator of the WHX Pension Plan shall be enjoined or otherwise precluded from enforcing such liability with respect to the WHX Pension Plan. 13. As of the Effective Date, each holder of a Senior Notes Claim to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, shall be deemed to forever release, waive, and discharge all Causes of Action that are based in whole or in part on any act, omission, transaction, or other occurrence taken or failed to be taken in any way relating to the Indenture Trustees or its agents, attorneys, and advisors that such Entity has, had or may have, against the Indenture Trustee or its agents, attorneys, and advisors. This release, waiver and discharge will be in addition to the discharge of Claims and termination of Equity Interests provided in this Order, in the Plan, and under the Bankruptcy Code. - -------------------------------- (continued...) employment agreements between the Debtor and Messrs. Arnold, Hynes, Tabin and Trangucci. -14-  C. PLAN IMPLEMENTATION. 14. The Debtor and New WHX, as the case may be, and any authorized officer thereof, are authorized to undertake or cause to be undertaken any and all acts and actions contemplated by the Plan or required to consummate and implement the provisions of the Plan, prior to, on, and after the Effective Date, including without limitation, entering, executing, delivering, filing or recording any agreements, instruments, or documents necessary to implement the Plan (including, without limitation, filing amended or new certificates of incorporation, by-laws or other corporate documents with the appropriate governmental authorities) and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court. All such actions shall be deemed to have occurred and shall be in effect without any requirement of further action by the stockholders or directors of the Debtor or New WHX. 15. On the Effective Date, except as otherwise provided in the Plan or this Order, all indentures, notes, warrants, options, share certificates, or other documents (other than any insurance policy of the Debtor) evidencing, giving rise to, or governing any Claim or Equity Interest shall be deemed canceled and annulled without further act or action under any applicable agreement, law, regulation, order, or rule, and the obligations of the Debtor under such indentures, notes, warrants, options, share certificates, or other documents shall be discharged; PROVIDED, HOWEVER, that the Senior Notes Indenture shall continue in effect solely for the purposes described in section 4.13 of the Plan. 16. Each federal, state, commonwealth, local, foreign or other governmental agency is hereby directed and authorized to accept any and all documents, and instruments necessary or appropriate to effectuate, implement, or consummate the transactions contemplated by the Plan and this Order. -15-  D. PLAN DISTRIBUTIONS. 17. On and after the Effective Date, distributions on account of Allowed Claims and Allowed Preferred Equity Interests and the resolution and treatment of Contested Claims shall be effectuated pursuant to Article V of the Plan. 18. In accordance with section 2.2 of the Plan, all applications for payment of fees and reimbursement of expenses by professionals retained in this Chapter 11 Case as well as parties seeking compensation pursuant to section 503 of the Bankruptcy Code must be filed with the Court by the date that is no later than forty-five (45) days after the Effective Date (or, if such date is not a Business Day, by the next Business Day thereafter, the "FEE APPLICATION Deadline"). Notwithstanding the Administrative Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code Establishing Procedures for Interim Monthly Compensation for Professionals [Docket No. 49], professionals need not file interim applications seeking approval of compensation and expenses, but may solely file final applications seeking approval of compensation and expenses. Any Entity that fails to file such an application or request on or before the Fee Application Deadline shall be forever barred from asserting such Administrative Claim against the Debtor, New WHX, or their property, and the holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset or recover such Administrative Claim. Applications for approval of professionals' fees not previously awarded during the pendency of the Chapter 11 Case may be included in such professionals' final applications as set forth herein and in the Plan. Objections, if any, to Fee Claims shall be filed and served not later than ten (10) business days prior to the date set by the Court for the hearing to consider such requests. -16-  E. EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 19. As of the Confirmation Date, but subject to the occurrence of the Effective Date, each and every executory contract and unexpired lease of the Debtor shall be assumed, pursuant to sections 365 and 1123 of the Bankruptcy Code. 20. In the event the Effective Date of the Plan does not occur, the Court enters an Order revoking confirmation of the Plan, or the Plan otherwise is not consummated, the Debtor may modify or amend (including, without limitation, making additions and/or deletions) its Schedule of No Executory Contracts or Unexpired Leases to be Rejected [Docket No. 145] and all rights of the Debtor to assume or reject its unexpired leases and executory contracts shall be reinstated to the date immediately prior to the date of this Order. F. TAXES AND TRANSFERS. 21. The sale, distribution, exchange, or other transfer of any security under the Plan or this Order, including, without limitation, the New WHX Common Stock and the Warrants, has been duly authorized, and when issued as provided in the Plan, will be validly issued, fully paid, and nonassessable. The New WHX Common Stock is in exchange for Claims against or Preferred Equity Interests in the Debtor and the Warrants (including the New WHX Common Stock issuable on exercise of the Warrants) are in exchange for Preferred Equity Interests in the Debtor within the meaning of section 1145(a)(1) of the Bankruptcy Code. In addition, to the extent provided by section 1145 of the Bankruptcy Code, (a) the offering of the New WHX Common Stock and the Warrants are exempt, and the issuance and distribution of the New WHX Common Stock and the Warrants under the Plan shall be exempt from (i) section 5 of the Securities Act of 1933, as amended (the "SECURITIES ACT") and (ii) any state or local law requiring registration prior to the offering, issuance, distribution, or sale of securities and (b) the New WHX Common Stock and the Warrants (including the New -17-  WHX Common Stock issuable on exercise of the Warrants) will be freely tradeable by the recipients thereof, subject to (i) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(11) of the Securities Act, and compliance with any rules and regulations of the SEC, if any, applicable at the time of any future transfer of such securities or instruments, and (ii) the restrictions on transferability of the New WHX Common Stock and the Warrants contained in the New Charter. Pursuant to, and to the fullest extent permitted by, section 1145 of the Bankruptcy Code, the resale of New WHX Common Stock and the Warrants (including the New WHX Common Stock issuable on exercise of the Warrants) shall be exempt from section 5 of the Securities Act and any state or local law requiring registration prior to the offering, issuance, distribution, or sale of the New WHX Common Stock and the Warrants (including the New WHX Common Stock issuable on exercise of the Warrants). 22. Pursuant to section 1146(c) of the Bankruptcy Code: (a) the issuance, transfer, or exchange of any securities, instruments or documents under the Plan or (b) the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan or this Order, shall be exempt from any and all stamp, real estate, transfer, mortgage recording, sales, use, or other similar taxes, charges or expenses. 23. All filing and recording officers are hereby directed to accept for filing or recording any and all instruments of transfer to be filed and recorded in accordance with the Plan, as applicable, and the exhibits thereto, without payment of any taxes described in the preceding paragraph 22. Notice of entry of this Order in the form approved by the Court shall (a) have the effect of an order of the Court, (b) constitute sufficient notice of the entry of this -18-  Order to such filing and recording officers, and (c) be a recordable instrument notwithstanding any contrary provision of applicable nonbankruptcy law. This Court retains jurisdiction to enforce the foregoing direction, by contempt proceedings or otherwise. G. MISCELLANEOUS. 24. The business and assets of the Debtor shall remain subject to the jurisdiction of this Court until the Effective Date. From and after the Effective Date, this Court shall retain and have jurisdiction of all matters arising out of this Chapter 11 Case pursuant to, and for purposes of, subsection 105(a) and section 1142 of the Bankruptcy Code, including without limitation, jurisdiction over the matters set forth in Article VI of the Plan, which is incorporated herein by reference, as if set forth IN EXTENSO. 25. On the Effective Date, the Committees shall be dissolved and their members and employees or agents (including, without limitation, attorneys, investment bankers, financial advisors, accountants and other professionals) shall be released and discharged from all of their duties, responsibilities, and obligations in connection with this Chapter 11 Case. 26. The Debtor or its authorized agent(s) shall serve a notice of entry of this Order, as provided in Bankruptcy Rule 2002(f)(7), to all parties previously served with the Confirmation Hearing Notice, within ten (10) Business Days from the date of entry of this Order. 27. Except as otherwise provided in the Plan and this Order, notice of all subsequent pleadings in the Chapter 11 Case shall be limited to counsel for the Debtor, the U.S. Trustee and any party known to be directly affected by the relief sought. 28. In accordance with Section 2.3 of the Plan, any and all holders of Priority Tax Claims are enjoined from commencing or continuing any action or proceeding against any otherwise responsible person or officer or director of -19-  the Debtor or New WHX for so long as New WHX is not in default of its obligations under Section 2.3 of the Plan. 29. The provisions of Federal Rule of Civil Procedure 62(a) and Bankruptcy Rules 3020(e) and 7062 shall not apply to this Confirmation Order, and the Debtor is authorized to consummate the Plan immediately upon entry of this Order. 30. Failure specifically to include or reference particular sections or provisions of the Plan or any related agreement or document in this Order shall not diminish or impair the effectiveness of such sections or provisions, it being the intent of the Court that the Plan be confirmed, and such related agreements or documents be approved, in their entirety. 31. All Entities holding Claims against or Equity Interests in the Debtor that are treated under the Plan are hereby directed to execute, deliver, file, or record any document, and to take any action necessary to implement, consummate, and otherwise effect the Plan in accordance with its terms, and all such entities shall be bound by the terms and provisions of all documents executed and delivered by them in connection with the Plan. 32. In accordance with section 1142 of the Bankruptcy Code, the Debtor, New WHX, and any other Entity designated pursuant to the Plan are hereby authorized, empowered and directed to issue, execute, deliver, file and record any document, and to take any action necessary or appropriate to implement, consummate and otherwise effectuate the Plan in accordance with its terms, and all such Entities shall be bound by the terms and provisions of all documents issued, executed and delivered by them as necessary or appropriate to implement or effectuate the transactions contemplated by the Plan and as set forth in section 7.3 of the Plan. 33. In the event of an inconsistency between the Plan, on the one hand, and any other Plan Document, agreement, instrument, or document intended to implement the provisions of the Plan, on the other, the provisions of the -20-  Plan shall govern (unless otherwise expressly provided for in such agreement, instrument, or document). In the event of any inconsistency between the Plan, Plan Document or any agreement, instrument, or document intended to implement the Plan, on the one hand, and this Order, on the other, the provisions of this Order shall govern. 34. In accordance with section 7.4 of the Plan, if the Debtor revokes or withdraws the Plan, or if the Effective Date does not occur, then the Plan shall be null and void and nothing contained in the Plan shall be deemed to constitute a waiver or release of any Claims by or against the Debtor or any other Person or prejudice in any manner the rights of the Debtor or any Person in any proceedings involving the Debtor. 35. The Debtor is hereby authorized to amend or modify the Plan at any time prior to the Effective Date, but only in accordance with section 1127 of the Bankruptcy Code. In addition, without the need for a further order or authorization of this Court, but subject to the express provisions of this Order, the Debtor shall be authorized and empowered to amend, supplement, or modify the documents filed with the Court, including, without limitation, the Plan Documents, exhibits to the Plan or documents forming part of the evidentiary record at the Hearing, in its reasonable business judgment as may be necessary. 36. The provisions of this Order are integrated with each other and are non-severable and mutually dependent. 37. This Confirmation Order is a final order. 38. If any or all of the provisions of this Order are hereafter reversed, modified or vacated by subsequent order of this Court, such reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtor's or New WHX's (as applicable) receipt of written notice of such Order. -21-  Notwithstanding any such reversal, modification or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Order and the Plan and all related documents or any amendments or modifications thereto. -22-  39. The Plan shall be substantially consummated on the Effective Date to the extent that the transactions described in section 4.11 of the Plan shall have occurred or shall have been provided for. Dated: July 21, 2005 New York, New York /s/ Allan L. Gropper ------------------------------------- UNITED STATES BANKRUPTCY JUDGE -23-