Complete Home & Office Legal Guide/Complete Home and Office Legal Guide (Chestnut) (1993).ISO/stat/fed/11usc11a.asc

Text File | 1993-07-25 | 49.0 KB | 1,116 lines

/* When the Bankruptcy Reform Act was enacted, it is doubtful
that the Congress realized that this Chapter would result in
significant changes in products liability law (like the AH
Robbins case); or, perhaps, decisively change the balance towards
debtors (other than a few classes like tenants in shopping
malls). The code and our annotations are separated into two
sections. */

Reorganization

SUBCHAPTER 1

Officers and Administration

     SECTION 1101 (11 U.S.C.  1101)

     1101.  Definitions for this chapter. In this chapter

(1)  "debtor in possession" means debtor except when a person
that has qualified under section 322 of this title is serving as
trustee in the case

(2)  "substantial consummation" means-

(A)  transfer of all or substantially all of the property
proposed by the plan to be transferred;

(B)  assumption by the debtor or by the successor to the debtor
under the plan of the business or of the management of all or
substantially all of the property dealt with by the plan; and

(C)  commencement of distribution under the plan.

SECTION 1102 (11 U.S.C.  1102)

1102.  Creditors' and equity security holders' committees.

(a)(1) As soon as practicable after the order for relief under
chapter 11 of this title, the United States trustee shall appoint
a committee of creditors holding unsecured claims and may appoint
additional committees of creditors or of equity security holders
as the United States trustee deems appropriate.

(2)  On request of a party in interest, the court may order the
appointment of additional committees of creditors or of equity
security holders if necessary to assure adequate representation
of creditors or of equity security holders.  The United States
trustee shall appoint any such committee.

(b)(1) A committee of creditors appointed under subsection (a) of
this section shall ordinarily consist of the persons, willing to
serve, that hold the seven largest claims against the debtor of
the kinds represented on such committee, or of the members of a
committee organized by creditors before the commencement of the

case under this chapter, if such committee was fairly chosen and
is representation of the different kinds of claims to be
represented.

(2)  A committee of equity security holders appointed under
subsection (a) (2) of this section shall ordinarily consist of
the persons, willing to serve, that hold the seven largest
amounts of equity securities of the debtor of the kinds
represented on such committee.

SECTION 1103 (11 U.S.C.  1103)

1103.  Powers and duties of committees.

(a)  At a scheduled meeting of a committee appointed under
section 1102 of this title, at which a majority of the members of
such committee are present, and with the court's approval, such
committee may select and authorize the employment by such
Committee of one or more attorneys, accountants, or other agents,
to represent or perform Services for such committee.

     (b)  An attorney or accountant employed to represent a
committee appointed under section 1102 of this title may not,
while employed by such committee, represent any other entity
having an adverse interest in connection with the case.
Representation of one or more creditors of the same class as
represented by the committee shall not per se constitute the
representation of an adverse interest.

     (c)  A committee appointed under section 1102 of this title
may-

     (1)  consult with the trustee or debtor in possession
concerning the administration of the case;

     (2)  investigate the acts, conduct, assets, liabilities, and
financial condition of the debtor, the operation of the debtor's
business and the desirability of the continuance of such
business, and any other matter relevant to the case or to the
formulation of a plan;

     (3)  participate in the formulation of a plan, advise those
represented by such committee of such committee's determinations
as to any plan formulated, and collect and file with the court
acceptances or rejections of a plan;

     (4)  request the appointment of a trustee or examiner under
section 1104 of this title; and

     (5)  perform such other services as are in the interest of
those represented,

     (d)  As soon as practicable after the appointment of a
committee under section 1102 of this title, the trustee shall
meet with such committee to transact such business as may be
necessary, and proper.

SECTION 1104 (11 U.S.C.  1104)

     1104.  Appointment of trustee or examiner.

     (a)  At any time after the commencement of the case but
before confirmation of a plan, on request of a party in interest
or the United States trustee, and after notice and a hearing, the
court shall order the appointment of a trustee-

     (1)  for cause, including fraud, dishonesty, incompetence,
or gross mismanagement of the affairs of the debtor by current
management, either before or after the commencement of the case,
or similar cause, but not including the number of holders of
securities of the debtor or the amount of assets or liabilities
of the debtor; or

     (2)  if such appointment is in the interest of creditors,
any equity security holders, and other interests of the estate,
without regard to the number of holders of securities of the
debtor or the amount of assets or liabilities of the debtor.
(b)  If the court does not order the appointment of a trustee
under this section, then at any time before the confirmation of a
plan, on request of a party in interest or the United States
trustee, and after notice and a hearing, the court shall order
the appointment of an examiner to conduct such an investigation
of the debtor as is appropriate, including an investigation of
any allegations of fraud, dishonesty, incompetence, misconduct,
mismanagement, or irregularity in the management of the affairs
of the debtor of or by current or former management of the
debtor, if-

     (1)  such appointment is in the interests of creditors, any
equity security holders, and other interests of the estate; or

     (2)  the debtor's fixed, liquidated, unsecured debts, other
than debts for goods, services, or taxes, or owing to an insider,
exceed $5,000,000.

     (c)  If the court orders the appointment of a trustee or
examiner, if a trustee or an examiner dies or resigns during the
case or is removed under section 324 of this title, or if a
trustee fails to qualify under section 322 of this title, then
the United States trustee, after consultation with parties in
interest shall appoint, subject to the court's approval, one
disinterested person other than the United States trustee to
serve as trustee or examiner, as the case may be, in the case.

     SECTION 1105 (11 U.S.C.  1105)

     1105.  Termination of trustee's appointment, At any time
before confirmation of a plan, on request of a party in interest
or the United States trustee, and after notice and a hearing, the
court may terminate the trustee's appointment and restore the
debtor to possession and management of the property of the estate
and of the operation of the debtor's business,

     SECTION 1106 (11 U.S.C.  1106)

     1106.  Duties of trustee and examiner.

     (a)  A trustee shall-

     (1)  perform the duties of a trustee specified in sections
704(2), 704(5), 704(7), 704(8), and 704(9) of this title;

     (2)  if the debtor has not done so, file the list, schedule,
and statement required under section 521(1) of this title;

     (3)  except to the extent that the court orders otherwise,
investigate the acts, conduct, assets, liabilities, and financial
condition of the debtor, the operation of the debtor's business
and the desirability of the continuance of such business, and any
other matter relevant to the case or to the formulation of a
plan;

     (4)  as soon as practicable --

     (A)  file a statement of any investigation conducted under
paragraph (3) of this subsection, including any fact ascertained
pertaining to fraud, dishonesty, incompetence,misconduct,
mismanagement, or irregularity in the management of the affairs
of the debtor, or to a cause of action available to the estate;
and

     (B)  transmit a copy or a summary of any such statement to
any creditors committee or equity security holders' committee, to
any indenture trustee, and to such other entity as the court
designates;

     (5)  as soon as practicable, file a plan under section 1121
of this title, file a report of why the trustee will not file a
plan, or recommend conversion of the case to a case under chapter
7, 12, or 13 of this title or dismissal of the case;

     (6)  for any year for which the debtor has not filed a tax
return required by law, furnish, without personal liability, such
information as may be required by the governmental unit with
which such tax return was to be filed, in light of the condition
of the debtor's books and records and the availability of such
information; and

     (7)  after confirmation of a plan, file such reports as are
necessary or as the court orders.

     (b)  An examiner appointed under section 1104(c) of this
title shall perform the duties specified in paragraphs (3) and
(4) of subsection (a) of this section, and, except to the extent
that the court orders otherwise, any other duties of the trustee
that the court orders the debtor in possession not to perform.

     SECTION 1107 (11 U.S.C.  1107)

     1107.  Rights, powers, and duties of debtor in possession.

     (a)  Subject to any limitations on a trustee serving in a
case under this chapter, and to such limitations or conditions as
the court prescribes, a debtor in possession shall have all the
rights, other than the right to compensation under section 330 of
this title, and powers, and shall perform all the functions and
duties, except the duties specified in sections 1106(a)(2), (3),
and (4) of this title, of a trustee serving in a case under this
chapter.

     (b)  Notwithstanding section 327(a) of this title, a person
is not disqualified for employment under section 327 of this
title by a debtor in possession solely because of such person's
employment by or representation of the debtor before the
commencement of the case.

SECTION 1108 (11 U.S.C.  1108)

     1108.  Authorization to operate business. Unless the court,
on request of a party in interest and after notice and a hearing,
orders otherwise, the trustee may operate the debtor's business.

/* As usual the "code" again makes what it means less than clear.
The "trustee" here includes the debtor in possession." */

SECTION 1109 (11 U.S.C.  1109)

     1109.  Right to be heard.

     (a)  The Securities and Exchange Commission may raise and
may appear and be heard on any issue in a case under this
chapter, but the Securities and Exchange Commission may not
appeal from any judgment, order, or decree entered in the case.

     (b)  A party in interest, including the debtor, the trustee,
a creditors' committee, an equity security holders' committee, a
creditor, an equity security holder, or any indenture trustee,
may raise and may appear and be heard on any issue in a case
under this chapter.


SECTION 1110 (11 U.S.C.  1110)
     1110.  Aircraft equipment and vessels.

     (a)  The right of a secured party with a purchase-money
equipment security interest in, or of a lessor or conditional
vendor of, whether as trustee or otherwise, aircraft, aircraft
engines, propellers, appliances, or spare parts, as defined in
section 101 of the Federal Aviation Act of 1958 (49 U.S.C. 1301),
or vessels of the United States, as defined in subsection B(4) of
the Ship Mortgage Act, 1920 (46 U.S.C. 911(4)), that are subject
to a purchase - money equipment security interest granted by,
leased to, or conditionally sold to, a debtor that is an air
carrier operating under a certificate of convenience and
necessity issued by the Civil Aeronautics Board, or a water
carrier that holds a certificate of public convenience and
necessity or permit issued by the Interstate Commerce Commission,
as the case may be, to take possession of such equipment in
compliance with the provisions of a purchase-money equipment
security agreement, lease, or conditional sale contract, as the
case may be, is not affected by section 362 or 363 of this title
or by any power of the court to enjoin such taking of possession,
unless-

     (1)  before 60 days after the date of the order for relief
under this chapter, the trustee, subject to the court's approval,
agrees to perform all obligations of the debtor that become due
on or after such date under such security agreement, lease, or
conditional sale contract, as the case may be; and

     (2)  any default, other than a default of a kind specified
in section 365(b)(2) of this title, under such security
agreement, lease, or conditional sale contract, as the case may
be-

     (A)  that occurred before such date is cured before the
expiration of such 60-day period; and

     (B)  that occurs after such date is cured before the later
of-

     (i)  30 days after the date of such default; and

     (ii) the expiration of such 60-day period.

     (b)  The trustee and the secured party, lessor, or
conditional vendor, as the case may be, whose right to take
possession is protected under subsection (a) of this section may
agree, subject to the court's approval, to extend the 60-day
period specified in subsection (a)(1) of this section.

SECTION 1111(11 USC.  1111)

     1111.  Claims and interests.

     (a)  A proof of claim or interest is deemed filed under
section 501 of this title for any claim or interest that appears
in the schedules filed under section 521(1) or 1106(a)(2) of this
title, except a claim or interest that is scheduled as disputed,
contingent, or unliquidated

     (b)(1)(A) A claim secured by a lien on property of the
estate shall be allowed or disallowed under section 502 of this
title the same as if the holder of such claim had recourse
against the debtor on account of such claim, whether or not such
holder has such recourse, unless-

     (i) The class of which such claim is a part elects, by at
least two-thirds in amount and more than half in number of
tallowed claims of such class, application of paragraph (2) of
this subsection; or

     (ii) such holder that does not have such recourse and such
property is sold under section 362 of this title or is to be sold
under the plan.

  (B) A class of claims may not elect application of paragraph
(2) of this subsection if--

     (i) the interest on account of such claims in such property
is of inconsequential value; or

     (ii) the holder of a claim of such class has recourse
against the debtor on account of such claim and such property is
sold under section 363 of this title or is to be sold under the
plan.

   (2) If such an election is made, then notwithstanding section
506(a) of this title, such claim is a secured claim to the extent
that such claim is allowed/

Section 1112. (11 USC Section 1112)

   1112. Conversion or dismissal

  (a) The debtor may convert a case under this chapter to a case
under chapter 7 of this title unless--

     (1) the debtor is not a debtor in possession;

     (2) the case originally was commenced as an involuntary case
under this chapter; or

     (3) the case was converted to a case under this chapter
other than on the debtor's request.

   (b) Except as provided in subsection (c) of this section, on
request of a party in interest or the United States trustee, and
after notice and a hearing, the court may convert a cause under
this chapter to a case under chapter 7 of this title or may
dismiss a case under this chapter, whichever is in the best
interest of the creditors and the estate, for cause, including--

     (1) continuing loss or diminution of the estate and absence
of a reasonable likelihood of rehabilitation;

     (2) inability to effectuate a plan;

     (3) unreasonable delay by the debtor that is prejudicial to
creditors;

     (4) failure to propose a plan under section 1121 of this
title within any time fixed by the court;

     (5) denial of confirmation of every proposed and denial of
request made for additional time for filing another plan or a
modification of a plan;

     (6) revocation of an order of confirmation under section
1144 of this title, and denial of confirmation of another paln or
a modified plan under section 1129 of this title;

     (7) inability to effectuate substantial consummation of a
confirmed plan;

     (8) material default by the debtor with respect to a
confirmed plan;

     (9) termination of a plan by reason of the occurrence of a
condition specified in the plan; or

     (10) nonpayment of any fees or charges required under
chapter 123 of title 28.

     (c)  The court may not convert a case under this chapter to
a case under chapter 7 of this title if the debtor is a farmer or
a corporation that is not a moneyed, business, or commercial
corporation, unless the debtor requests such conversion.

     (d)  The court may convert a case under this chapter to a
case under chapter 12 or 13 of this title only if-

     (1)  the debtor requests such conversion;

     (2)  the debtor has not been discharged under section
1141(d) of this title; and

     (3)  if the debtor requests conversion to chapter 12 of this
title, such conversion is equitable.

     (e)  Except as provided in subsections (c) and (f), the
court, on request of the United States trustee, may convert a
case under this chapter to a case under chapter 7 of this title
or may dismiss a case under this chapter, whichever is in the
best interest of creditors and the estate if the debtor in a
voluntary case fails to file, within fifteen days after the
filing of the petition commencing such case or such additional
time as the court may allow, the information required by
paragraph (1) of section 521, including a list containing the
names and addresses of the holders of the twenty largest
unsecured claims (or of all unsecured claims if there are fewer
than twenty unsecured claims), and the approximate dollar amounts
of each of such claims.

     (f)  Notwithstanding any other provision of this section, a
case may not be converted to a case under another chapter of this
title unless the debtor may be a debtor under such chapter.

SECTION 1113 (11 U.S.C.  1113)

1113.  Rejection of collective bargaining agreements.

     (a)  The debtor in possession, or the trustee if one has
been appointed under the provisions of this chapter,other than a
trustee in a case covered by subchapter IV of this chapter and by
title I of the Railway Labor Act, may assume or reject a
collective bargaining agreement only in accordance with the
provisions of this section.

     (b)(1) Subsequent to filing a petition and prior to filing
an application seeking rejection of a collective bargaining
agreement, the debtor in possession or trustee (hereinafter in
this section "trustee" shall include a debtor in possession),
shall-

     (A)  make a proposal to the authorized representative of the
employees covered by such agreement, based on the most complete
and reliable information available at the time of such proposal,
which provides for those necessary modifications in the employees
benefits and protections that are necessary to permit the
reorganization of the debtor and assures that all creditors, the
debtor and all of the affected parties are treated fairly and
equitably; and

     (B)  provide, subject to subsection (d)(3), the
representative of the employees with such relevant information as
is necessary to evaluate the proposal.

   (2) During the period beginning on the date of the making of a
proposal provided for in paragraph 9120 am d ending on the date
of the hearing provided for in subsection (d)(1), the trustee
shall meet, at reasonable times, with the authorized
representative to confer in good faith in attempting to reach
mutually satisfactory modifications of such agreement.

(c) The court shall approve an application for rejection of a
collective bargaining agreement only if the court finds that--

   (1) the trustee has, prior to the hearing, made a proposal
that fulfills the requirements of subsection (b)(1);

   (2) the authorized representative of the employees has refused
to accept such proposal without good cause; and

   (3) the balance of the equities clearly favors rejection of
such agreement.

 (d)(1) Upon the filing of an application for rejection the court
shall schedule a hearing to be held not later than fourteen days
after the date of filing of such application. All interested
parties may appear and be heard at such hearing. The court may
extend the time for the commencement of such hearing for a period
not exceeding second days where the circumstances of the case,
and the interest of justice require such extension, or for
additional period of time to which the trustees and
representative agree.

   (2) The court shall rule on such application for rejection
within thirty days after the date of the commencement of the
hearing. In the interests of justice, the court, the court may
extend such time for ruling for such additional period as the
trustee and the employees' representative made agree to. If the
court does not rule on such application within thirty days after
the commencement of the hearing, or within such additional time
as the trustee and the employees' representative may agree to,
the trustee may terminate or alter any provisions of the
collective bargaining agreement pending the rule of the court on
such application.

   (3) The court may enter such protective orders, consistent
with the need of the authorized representative to evaluate the
trustee's proposal and application for rejection, as may be
necessary to prevent disclosure of information where such
disclosure could compromise the position of the debtor with
respect to its competitors in the industry in which it is
engaged.

(e) If during a period when the collective bargaining agreement
continues in effect, and if essential to the continuation of the
debtor's business, or in order to avoid irreparable damage to the
estate, the court, after notice and a hearing, the court, after
notice and a a hearing, may authorize the trustee to implement
interim changes in the terms, conditions, wages, benefits, or
work rules provided by a collective bargaining agreement. Any
hearing under this paragraph shall be scheduled in accordance
with the needs of the trustee. the implementation of such interim
changes shall not render the application for rejection moot.

 (f) No provision of this title shall be construed to permit a
trustee to permit a trustee to unilaterally terminate or alter
any provisions of a collective bargaining agreement prior to
compliance with the provisions of this section.


SECTION 1114 (11 U.S.C.  1114)
1114.  Payment of insurance benefits to retired employees.

     (a)  For purposes of this section, the term "retiree
benefits" means payments to any entity or person for the purpose
of providing or reimbursing payments for retired employees and
their spouses and dependents, for medical, surgical, or hospital
care benefits, or benefits in the event of sickness, accident,
disability, or death under any plan, fund, or program (through
the purchase of insurance or otherwise) maintained or established
in whole or in part by the debtor prior to filing a petition
commencing a case under this title.

     (b)(1) For purposes of this section, the term "authorized
representative" means the authorized representative designated
pursuant to subsection (c) for persons receiving any retiree
benefits covered by a collective bargaining agreement or
subsection (d) in the case of persons receiving retiree benefits
not covered by such an agreement.

     (2)  Committees of retired employees appointed by the court
pursuant to this section shall have the same rights powers and
duties as committees appointed under sections 1102 and 1103 of
this title for the purpose of carrying out the purposes of
sections 1114 and 1 129(a)(13) and, as permitted by the court,
shall have the power to enforce the rights of persons under this
title as they relate to retiree benefits.

     (c)(1) A labor organization shall be, for purposes of this
section, the authorized representative of those persons receiving
any retiree benefits covered by any collective bargaining
agreement to which that labor organization is signatory, unless
(A) such labor organization elects not to serve as the authorized
representative of such persons, or (B) the court, upon a motion
by any party in interest, after notice and hearing, determines
that different representation of such persons is appropriate.

     (2)  In cases where the labor organization referred to in
paragraph (1) elects not to serve as the authorized
representative of those persons receiving any retiree benefits
covered by any collective bargaining agreement to which that
labor organization is signatory, or in cases where the court,
pursuant to paragraph (1) finds different representation of such
persons appropriate, the court, upon a motion by any party in
interest, and after notice and a hearing, shall appoint a
Committee of retired employees if the debtor seeks to modify or
not pay the retiree benefits or if the court otherwise determines
that it is appropriate, from among such persons, to serve as the
authorized representative of such persons under this section.

     (d)  The court, upon a motion by any party in interest, and
after notice and a hearing, shall appoint a committee of retired
employees if the debtor seeks to modify or not pay the retiree
benefits or if the court otherwise determines that it is
appropriate, to serve as the authorized representative, under
this section, of those persons receiving any retiree benefits not
covered by a collective bargaining agreement.

     (e)(1) Notwithstanding any other provision of this title,
the debtor in possession, or the trustee if one has been
appointed under the provisions of this chapter (hereinafter in
this section "trustee" shall include a debtor in possession),
shall timely pay and shall not modify any retiree benefits,
except that-

     (A)  the court, on motion of the trustee or authorized
representative, and after notice and a hearing, may order
modification of such payments, pursuant to the provisions of
subsections (g) and (h) of this section; or

     (B)  the trustee and the authorized representative of the
recipients of those benefits may agree to modification of such
payments; after which such benefits as modified shall continue to
be paid by the trustee.

     (2)  Any payment for retiree benefits required to be made
before a plan confirmed under section 1129 of this title is
effective has the status of an allowed administrative expense as
provided in section 503 of this title.

     (f)(l) Subsequent to filing a petition and prior to filing
an application seeking modification of the retiree benefits, the
trustee shall-

     (A)  make a proposal to the authorized representative of the
retirees, based on the most complete and reliable information
available at the time of such proposal, which provides for those
necessary modifications in the retiree benefits that are
necessary to permit the reorganization of the debtor and assures
that all creditors, the debtor and all of the affected parties
are treated fairly and equitably; and

     (B)  provide, subject to subsection (k)(3), the
representative of the retirees with such relevant information as
is necessary to evaluate the proposal.

     (2)  During the period beginning on the date of the making
of a proposal provided for in paragraph (1), and ending on the
date of the hearing provided for in subsection (k)(1), the
trustee shall meet, at reasonable times, with the authorized
representative to confer in good faith in attempting to reach
mutually satisfactory modifications of such retiree benefits.

     (g)  The court shall enter an order providing for
modification in the payment of retiree benefits if the court
finds that-

     (1)  the trustee has, prior to the hearing, made a proposal
that fulfills the requirements of subsection (f);

     (2)  the authorized representative of the retirees has
refused to accept such proposal without good cause; and

     (3)  such modification is necessary to permit the
reorganization of the debtor and assures that all creditors, the
debtor, and all of the affected parties are treated fairly and
equitably, and is clearly favored by the balance of the equities;
except that in no case shall the court enter an order providing
for such modification which provides for a modification to a
level lower than that proposed by the trustee in the proposal
found by the court to have complied with the requirements of this
subsection and subsection (f): Provided, however, That at any
time after an order is entered providing for modification in the
payment of retiree benefits, or at any time after an agreement
modifying such benefits is made between the trustee and the
authorized representative of the recipients of such benefits, the
authorized representative may apply to the court for an order
increasing those benefits which order shall be granted if the
increase in retiree benefits sought is consistent with the
standard set forth in paragraph (3); and: Provided further, That
neither the trustee nor the authorized representative is
precluded from making more than one motion for a modification
order governed by this subsection.

     (h)(1) Prior to a court issuing a final order under
subsection (g) of this section, if essential to the continuation
of the debtor's business, or in order to avoid irreparable damage
to the estate, the court, after notice and a hearing, may
authorize the trustee to implement interim modifications in
retiree benefits.

     (2)  Any hearing under this subsection shall be scheduled in
accordance with the needs of the trustee.

     (3)  The implementation of such interim changes does not
render the motion for modification moot.

     (i)  No retiree benefits paid between the filing of the
petition and the time a plan confirmed under section 1129 of this
title becomes effective shall be deducted or offset from the
amounts allowed as claims for any benefits which remain unpaid,
or from the amounts to be paid under the plan with respect to
such claims for unpaid benefits, whether such claims for unpaid
benefits are based upon or arise from a right to future unpaid
benefits or from any benefits not paid as a result of
modifications allowed pursuant to this section.

     (j)  No claim for retiree benefits shall be limited by
section 502(b)(7) of this title.

     (k)(1) Upon the filing of an application for modifying
retiree benefits, the court shall schedule a hearing to be held
not later than fourteen days after the date of the filing of such
application. All interested parties may appear and be heard at
such hearing. Adequate notice shall be provided to such parties
at least ten days before the date of such hearing. The court may
extend the time for the commencement of such hearing for a period
not exceeding seven days where the circumstances of the case, and
the interests of justice require such extension, or for
additional periods of time to which the trustee and the
authorized representative agree.

     (2)  The court shall rule on such application for
modification within 90 days after the date of the commencement of
the hearing. In the interests of justice, the court may extend
such time for ruling for such additional period as the trustee
and the authorized representative may agree to. If the court does
not rule on such application within 90 days after the date of the
commencement of the hearing, or within such additional time as
the trustee and the authorized representative may agree to, the
trustee may implement the proposed modifications pending the
ruling of the court on such application.

     (3)  The court may enter such protective orders, consistent
with the need of the authorized representative of the retirees to
evaluate the trustee's proposal and the application for
modification, as may be necessary to prevent disclosure of
information provided to such representative where such disclosure
could compromise the position of the debtor with respect to its
competitors in the industry in which it is engaged.

     (l)  This section shall not apply to any retiree, or the
spouse or dependents of such retiree, if such retiree's gross
income for the 12 months preceding the filing of the bankruptcy
petition equals or exceeds $250,000, unless such retiree can
demonstrate to the satisfaction of the court that he is unable to
obtain health, medical, life, and disability coverage for
himself, his spouse, and his dependents who would otherwise be
covered by the employer's insurance plan, comparable to the
coverage provided by the employer on the day before the filing of
a petition under this title.

SUBCHAPTER II

The Plan

SECTION 1121 (11 U.S.C.  1121)

     1121.  Who may file a plan.     (a)  The debtor may file a
plan with a petition commencing a voluntary case, or at any time
in a voluntary case or an involuntary case.

     (b)  Except as otherwise provided in this section, only the
debtor may file a plan until after 120 days after the date of the
order for relief under this chapter.

     (c)  Any party in interest, including the debtor, the
trustee, a creditors' committee, an equity security holders'
committee, a creditor, an equity security holder, or any
indenture trustee, may file a plan if and only if-

     (1)  a trustee has been appointed under this chapter;

     (2)  the debtor has not filed a plan before 120 days after
the date of the order for relief under this chapter; or

     (3)  the debtor has not filed a plan that has been accepted,
before 180 days after the date of the order for relief under this
chapter, by each class of claims or interests that is impaired
under the plan.

     (d)  On request of a party in interest made within the
respective periods specified in subsections (b) and (c) of this
section and after notice and a hearing, the court may for cause
reduce or increase the 120-day period or the 180-day period
referred to in this section.

SECTION 1122 (11 U.S.C.  1122)

1122.  Classification of claims or interests.

     (a)  Except as provided in subsection (b) of this section, a
plan may place a claim or an interest in a particular class only
if such claim or interest is substantially similar to the other
claims or interests of such class.

     (b) A plan may designate a separate class of claims
consisting only of every unsecured claim that is less than or
reduced to an amount that the court approves as reasonable and
necessary for administrative convenience.

SECTION 1123 (11 U.S.C.  1123)

1123.  Contents of plan.

     (a)  Notwithstanding any otherwise applicable nonbankruptcy
law, a plan shall-

     (1)  designate, subject to section 1122 of this title,
classes of claims, other than claims of a kind specified in
section 507(a)(1), 507(a) (2), or 507(a)(7) of this title, and
classes of interests;

     (2)  specify any class of claims or interests that is not
impaired under the plan;

     (3)  specify the treatment of any class of claims or
interests that is impaired under the plan;

     (4)  provide the same treatment for each claim or interest
of a particular class, unless the holder of a particular claim or
interest agrees to a less favorable treatment of such particular
claim or interest;

     (5)  provide adequate means for the plan's implementation
such as-

     (A)  retention by the debtor of all or any part of the
property of the estate;

     (13) transfer of all or any part of the property of the
estate to one or more entities, whether organized before or after
the confirmation of such plan;

     (C)  merger or consolidation of the debtor with one or more
persons;

     (D)  sale of all or any part of the property of the estate,
either subject to or free of any lien, or the distribution of all
or any part of the property of the estate among those having an
interest in such property of the estate;

     (E)  satisfaction or modification of any lien;

     (F)  cancellation or modification of any indenture or
similar instrument;

     (G)  curing or waiving of any default;

     (H)  extension of a maturity date or a change in an interest
rate or other term of outstanding securities;

     (I)  amendment of the debtor's charter; or

     (J)  issuance of securities of the debtor, or of any entity
referred to in subparagraph (B) or (C) of this paragraph, for
cash, for property, for existing securities, or in exchange for
claims or interests, or for any other appropriate purpose;

     (6)  provide for the inclusion in the charter of the debtor,
if the debtor is a corporation, or of any corporation referred to
in paragraph (5)(B) or of this subsection, of a provision
prohibiting the issuance of nonvoting equity securities, and
providing, as to the several classes of securities possessing
voting power, an appropriate distribution of such power among
such classes, including, in the case of any class of equity
securities having a preference over another class of equity
securities with respect to dividends, adequate provisions for the
election of directors representing such preferred class in the
event of default in the payment of such dividends; and

     (7)  contain only provisions that are consistent with the
interests of creditors and equity security holders and with
public policy with respect to the manner of selection of any
officer, director, or trustee under the plan and any successor to
such officer, director, or trustee.

     (b)  Subject to subsection (a) of this section, a plan may-

     (1)  impair or leave unimpaired any class of claims, secured
or unsecured, or of interests;

     (2)  subject to section 365 of this title, provide for the
assumption, rejection, or assignment of any executory contract or
unexpired lease of the debtor not previously rejected under such
section;

     (3)  provide for-

     (A)  the settlement or adjustment of any claim or interest
belonging to the debtor or to the estate; or

     (13) the retention and enforcement by the debtor, by the
trustee, or by a representative of the estate appointed for such
purpose, of any such claim or interest;

     (4)  provide for the sale of all or substantially all of the
property of the estate, and the distribution of the proceeds of
such sale among holders of claims or interests; and

     (5)  include any other appropriate provision not
inconsistent with the applicable provisions of this title.

     (c)  In a case concerning an individual, a plan proposed by
an entity other than the debtor may not provide for the use,
sale, or lease of property exempted under section 522 of this
title, unless the debtor consents to such use, sale, or lease.

SECTION 1124 (11 U.S.C.  1124)

1124.  Impairment of claims or interests. Except as provided in
section 1123(a)(4) of this title, a class of claims or interests
is impaired under a plan unless, with respect to each claim or
interest of such class, the plan-

     (1)  leaves unaltered the legal, equitable, and contractual
rights to which such claim or interest entitles the holder of
such claim or interest;

     (2)  notwithstanding any contractual provision or applicable
law that entitles the holder of such claim or interest to demand
or receive accelerated payment of such claim or interest after
the occurrence of a default-

     (A)  cures any such default that occurred before or after
the commencement of the case under this title, other than a
default of a kind specified in section 365(b)(2) of this title;

     (13) reinstates the maturity of such claim or interest as
such maturity existed before such default;

     (C)  compensates the holder of such claim or interest for
any damages incurred as a result of any reasonable reliance by
such holder on such contractual provision or such applicable law;
and

     (D)  does not otherwise alter the legal, equitable, or
contractual rights to which such claim or interest entitles the
holder of such claim or interest; or

/* A fairly important rule allowing the reinstatement of the
maturity of any debts which are accelerated. */

     (3)  provides that, on the effective date of the plan, the
holder of such claim or interest receives, on account of such
claim or interest, cash equal to

     (A)  with respect to a claim, the allowed amount of such
claim; or

     (B)  with respect to an interest, if applicable, the greater
of-

     (i)  any fixed liquidation preference to which the terms of
any security representing such interest entitle the holder of
such interest; or

     (ii) any fixed price at which the debtor, under the terms of
such security, may redeem such security from such holder.

SECTION 1125 (11 U.S.C.  1125)

1125.  Post petition disclosure and solicitation.

     (a)  In this section-

     (1)  "adequate information" means information of a kind, and
in sufficient detail, as far as is reasonably practicable in
light of the nature and history of the debtor and the condition
of the debtor's books and records, that would enable a
hypothetical reasonable investor typical of holders of claims or
interests of the relevant class to make an informed judgment
about the plan, but adequate information need not include such
information about any other possible or proposed plan; and

     (2)  "investor typical of holders of claims or interests of
the relevant class" means investor having --

     (A)  a claim or interest of the relevant class;

     (B)  such a relationship with the debtor as the holders of
other claims or interests of such class generally have; and

     (C)  such ability to obtain such information from sources
other than the disclosure required by this section as holders of
claims or interests in such class generally have.

     (b)  An acceptance or rejection of a plan may not be
solicited after the commencement of the case under this title
from a holder of a claim or interest with respect to such claim
or interest unless, at the time of or before such solicitation,
there is transmitted to such holder the plan or a summary of the
plan, and a written disclosure statement approved, after notice
and a hearing, by the court as containing adequate information.
The court may approve a disclosure statement without a valuation
of the debtor or an appraisal of the debtor's assets.

     (c)  The same disclosure statement shall be transmitted to
each holder of a claim or interest of a particular class, but
there may be transmitted different disclosure statements,
differing in amount, detail, or kind of information, as between
classes.

     (d)  Whether a disclosure statement required under
subsection (b) of this section contains adequate information is
not governed by any otherwise applicable non-bankruptcy law,
rule, or regulation, but an agency or official whose duty is to
administer or enforce such a law, rule, or regulation may be
heard on the issue of whether a disclosure statement contains
adequate information. Such an agency or official may not appeal
from, or otherwise seek review of, an order approving a
disclosure statement.

     (e)  A person that solicits acceptance or rejection of a
plan, in good faith and in compliance with the applicable
provisions of this title, or that participates, in good faith and
in compliance with the applicable provisions of this title, in
the offer, issuance, sale, or purchase of a security, offered or
sold under the plan, of the debtor, of an affiliate participating
in a joint plan with the debtor, or of a newly organized
successor to the debtor under the plan, is not liable, on account
of such solicitation or participation, for violation of any
applicable law, rule, or regulation governing solicitation of
acceptance or rejection of a plan or the offer, issuance, sale,
or purchase of securities.

SECTION 1126 (11 U.S.C.  1126)

1126.  Acceptance of plan.

     (a)  The holder of a claim or interest allowed under section
502 of this title may accept or reject a plan. If the United
States is a creditor or equity security holder, the Secretary of
the Treasury may accept or reject the plan on behalf of the
United States.

     (b)  For the purposes of subsections (c) and (d) of this
section, a holder of a claim or interest that has accepted or
rejected the plan before the commencement of the case under this
title is deemed to have accepted or rejected such plan, as the
case may be, if-

     (1)  the solicitation of such acceptance or rejection was in
compliance with any applicable nonbankruptcy law, rule, or
regulation governing the adequacy of disclosure in connection
with such solicitation; or

     (2)  if there is not any such law, rule, or regulation, such
acceptance or rejection was solicited after disclosure to such
holder of adequate information, as defined in section 1125(a) of
this title.

     (c)  A class of claims has accepted a plan if such plan has
been accepted by creditors, other than any entity designated
under subsection (e) of this section, that hold at least
two-thirds in amount and more than one-half in number of the
allowed claims of such class held by creditors, other than any
entity designated under subsection (e) of this section, that have
accepted or rejected such plan.

     (d)  A class of interests has accepted a plan if such plan
has been accepted by holders of such interests, other than any
entity designated under subsection (e) of this section, that hold
at least two-thirds in amount of the allowed interests of such
class held by holders of such interests, other than any entity
designated under subsection (e) of this section, that have
accepted or rejected such plan.

     (e)  On request of a party in interest, and after notice and
a hearing, the court may designate any entity whose acceptance or
rejection of such plan was not in good faith, or was not
solicited or procured in good faith or in accordance with the
provisions of this title.

     (f)  Notwithstanding any other provision of this section, a
class that is not impaired under a plan, and each holder of a
claim or interest of such class, are conclusively presumed to
have accepted the plan, and solicitation of acceptances with
respect to such class from the holders of claims or interests of
such class is not required,

     (g)  Notwithstanding any other provision of this section, a
class is deemed not to have accepted a plan if such plan provides
that the claims or interests of such class do not entitle the
holders of such claims or interests to receive or retain any
property under the plan on account of such claims or interests.

SECTION 1127 (11 U.S.C.  1127)

     1127.  Modification of plan.

     (a)  The proponent of a plan may modify such plan at any
time before confirmation, but may not modify such plan so that
such plan as modified fails to meet the requirements of sections
1122 and 1123 of this title. After the proponent of a plan files
a modification of such plan with the court, the plan as modified
becomes the plan.

     (b)  The proponent of a plan or the reorganized debtor may
modify such plan at any time after confirmation of such plan and
before substantial consummation of such plan, but `nay not modify
such plan so that such plan as modified fails to meet the
requirements of sections 1122 and 1123 of this title. Such plan
as modified under this subsection becomes the plan only if
circumstances warrant such modification and the court, after
notice and a hearing, confirms such plan as modified, under
section 1129 of this title.

     (c)  The proponent of a modification shall comply with
section 1125 of this title with respect to the plan as modified.

     (d)  Any holder of a claim or interest that has accepted or
rejected a plan is deemed to have accepted or rejected, as the
case may be, such plan as modified, unless, within the time fixed
by the court, such holder changes such holder's previous
acceptance or rejection.

SECTION 1128 (11 U.S.C.  1128)

     1128.  Confirmation hearing.

     (a)  After notice, the court shall hold a hearing on
confirmation of a plan.

     (b)  A party in interest may object to confirmation of a
plan.