STIPULATED CONSENTORDER AMENDING CONFIRMATION ORDER TO (1) SET THE RECORD DISTRIBUTION DATE AS MARCH 28, 2005 FOR PURPOSES OF THE SECOND AMENDED JOINTPLAN OF REORGANIZATION OF THCR/LP CORPORATION ET AL. DATED AS OF MARCH 30, 2005, AND (2) SHORTEN THE DISTRIBUTION DATE OF THE ELECTION FORMS TO HOLDERS OF TAC NOTES AND TCH FIRST PRIORITY NOTES
Exhibit 2.4
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
Caption in Compliance with D.N.J. LBR 9004-2(c) | ||
Mark A. Broude, Esq. | ||
Robert A. Klyman | John W. Weiss (JW 5194) | |
LATHAM & WATKINS LLP | LATHAM & WATKINS LLP | |
633 West Fifth Street, Ste 4000 | 885 Third Avenue, Suite 1000 | |
Los Angeles, CA 90071-2007 | New York, NY 10022-4802 | |
Telephone: (213) 485-1234 | Telephone: (212) 906-1200 | |
Telecopy: (213) 891-8763 | Telecopy: (212) 751-4864 | |
Email: ***@*** | Email: ***@*** | |
  ***@*** |
-and-
Charles A. Stanziale, Jr. (CS 1227)
Jeffrey T. Testa (JT 1127)
SCHWARTZ, TOBIA & STANZIALE
Kips Castle, 22 Crestmont Road
Montclair, NJ 07042
Telephone: (973) 746-6000
Telecopy: (973) 655-0699
Email: ***@***
  ***@***
Counsel for Debtors and Debtors in Possession
In Re: | Chapter 11 | |
THCR/LP CORPORATION, et al., | Case Nos.: 04-46898 (JHW) | |
through 04-46925 (JHW) | ||
Debtors. | Jointly Administered | |
Confirmation | ||
Hearing Date: April 5, 2005 | ||
10:00 a.m., E.S.T. |
STIPULATED CONSENT ORDER AMENDING CONFIRMATION ORDER TO (1) SET THE RECORD DISTRIBUTION DATE AS MARCH 28,
2005 FOR PURPOSES OF THE SECOND AMENDED JOINT PLAN OF
REORGANIZATION OF THCR/LP CORPORATION ET AL. DATED AS OF MARCH
30, 2005, AND (2) SHORTEN THE DISTRIBUTION DATE OF THE ELECTION
FORMS TO HOLDERS OF TAC NOTES AND TCH FIRST PRIORITY NOTES
This Stipulated Consent Order Amending Confirmation Order To (1) Set The Record Distribution Date As March 28, 2005 For Purposes Of The Second Amended Joint Plan Of Reorganization Of THCR/LP Corporation Et Al. Dated
As Of March 30, 2005, And (2) Shorten The Distribution Date Of The Election Forms To Holders Of TAC Notes And TCH First Priority Notes (the Stipulation) is entered into by and among (1) THCR/LP Corporation and its debtor affiliates, the above-captioned debtors and debtors in possession (collectively the Debtors), (2) the Official Committee of Equity Interest Holders, (3) the TAC Noteholder Committee, (4) the TCH Noteholder Committee, and (5) Donald J. Trump (collectively, the Parties), with reference to the following:
A. On March 30, 2005, the Debtors filed the Second Amended Joint Plan of Reorganization Of THCR/LP Corporation Et Al. Dated As Of March 30, 2005 (the Plan).
B. On April 5, 2005, the Court held a hearing to consider confirmation of the Plan (the Confirmation Hearing). At the Confirmation Hearing, a discussion took place on the court record regarding the date for determining the holders of record entitled to receive a distribution under the Plan on account of a security issued by the Debtors.
C. On April 5, 2005, the Court entered an order confirming the Plan as modified by such order (the Confirmation Order). The Confirmation Order changed the New Class A Warrants Record Date (which was specifically defined under the Plan) from February 9, 2005 to March 28, 2005.
D. The Parties inadvertently did not make a corresponding change, from February 9, 2005 to March 28, 2005, to the Record Distribution Date (which applies to holders of TAC Notes, TCH First Priority Notes, TCH Second Priority Notes, Old THCR Common Stock, Old THCR Class B Common Stock and Old THCR Holdings Interests).
E. The Parties have determined that the Record Distribution Date should be changed from February 9, 2005 to March 28, 2005 (i) in accordance with the understanding reached among the Parties at the Confirmation Hearing, and (ii) to facilitate consummation of the transactions required under the Plan by the deadlines set by the Plan.
F. The Parties have agreed that the Record
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Distribution Date should be changed in an (1) Amended Order Confirming Second Amended Joint Plan Of Reorganization Of THCR/LP Corporation Et Al. Dated As Of March 30, 2005, And (2) Findings Of Fact And Conclusions Of Law, which is attached to this Stipulation as Exhibit A (the Amended Order).
G. The Plan further provides that the Debtors will distribute Election Forms to holders of TAC Notes and TCH First Priority Notes within twenty (20) days prior to the Effective Date (the Election Form Distribution Date).
H. The Restructuring Support Agreement provides that the Effective Date of the Plan must occur on or before May 1, 2005. The closing of certain major transactions required under the Plan is a condition to the Effective Date.
I. Given that the Debtors are unable to distribute the Election Forms until the correct Record Distribution Date is resolved, the Debtors will be unable to comply with the Election Form Distribution Date and still close the required transactions under the Plan by May 1, 2005.
J. The Parties have agreed that the Court should shorten the Election Form Distribution Date from twenty (20) days prior to the Effective Date to fifteen (15) days prior to the Effective Date as set forth in the Amended Order.
NOW, THEREFORE, THE PARTIES HEREBY STIPULATE AND AGREE AS FOLLOWS:
1. The Court should enter the (1) Amended Order Confirming Second Amended Joint Plan Of Reorganization Of THCR/LP Corporation Et Al. Dated As Of March 30, 2005, And (2) Findings Of Fact And Conclusions Of Law attached to this Stipulation as Exhibit A.
2. The Record Distribution Date, as defined under the Plan, should be changed from February 9, 2005 to March 28, 2005.
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3. The date by which the Debtors must distribute Election Forms to holders of TAC Notes and TCH First Priority Notes should be shortened from twenty (20) days prior to the Effective Date to fifteen (15) days prior to the Effective Date.
By: | /s/ Robert A. Klyman | |
Robert A. Klyman | ||
Of Latham & Watkins LLP | ||
On behalf of the Debtors and Debtors in Possession | ||
Dated: April 8, 2005 | ||
By: | /s/ Michael Walsh | |
Michael Walsh | ||
Of Weil, Gotshal & Manges LLP | ||
On behalf of the TAC Noteholder Committee | ||
Dated: April 8, 2005 | ||
By: | /s/ Thomas A. Kreller | |
Thomas A. Kreller | ||
Of Milbank, Tweed, Hadley & McCloy LLP | ||
On behalf of the TCH Noteholder Committee | ||
Dated: April 8, 2005 | ||
By: | /s/ Rachel Strickland | |
Rachel Strickland | ||
Of Willkie Farr & Gallagher LLP | ||
On behalf of Donald J. Trump | ||
Dated: April 8, 2005 | ||
By: | /s/ Frank A. Merola | |
Frank A. Merola | ||
Of Stutman Treister & Glatt Professional Corporation | ||
On behalf of the Official Committee of Equity Interest Holders | ||
Dated: April 8, 2005 |
So Ordered
April , 2005
Honorable Judith H. Wizmur
United States Bankruptcy Judge
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