EX-2 4 ex2-5.htm EXHIBIT 2.5 Local: C:\$0zp01.DOC

EXHIBIT 2.5

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

--------------------------------------------------------- x
In re : Chapter 11 Case No.
:
SUN HEALTHCARE GROUP, INC., et al., : 99-3657 (MFW)
:
Debtors. : (Jointly Administered)
--------------------------------------------------------- x

 

AMENDMENT TO SECTIONS 5.14 AND 10.6 OF

THE DEBTORS' JOINT PLAN OF REORGANIZATION

          Sun Healthcare Group, Inc. and certain of its wholly owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the "Debtors") hereby file this Amendment to Sections 5.14 and 10.6 of the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated December 18, 2001 (the "Plan").1

          1.     Section 5.14 - Release of Representatives is amended by deleting the words "and former" in line one of the paragraph.

          2.     Section 10.6 - Exculpation is amended by adding the phrase "to any of the Debtors or" after the words "any liability" in line three.

                                 

1Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed thereto in the Plan.

          3.     Except as expressly amended hereby, all other provisions of the Plan shall remain unaffected and in full force and effect.

Dated: February 5, 2002
            Wilmington, Delaware

/s/ Russell C. Silberglied                          
Mark D. Collins (No. 2981)
Russell C. Silberglied (No. 3462)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
          - and -
Michael F. Walsh
Paul M. Basta
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
ATTORNEYS FOR THE DEBTORS
     AND DEBTORS IN POSSESSION

 

 

 

 

 

 

 

2

          PLEASE TAKE FURTHER NOTICE that if no objections are timely filed to the Transfer, the Court may enter an order approving the Transfer without further notice or hearing. If any party in interest files an objection to the Transfer, a hearing on the Transfer will be held at the Bankruptcy Court's next omnibus hearing date, or an earlier date sought by the Debtors if circumstances so require, with the Debtors only providing notice by facsimile transmission to the objecting parties.

Dated:  Wilmington, Delaware
             February 19, 2002

 /s/                                                           
Mark D. Collins (No. 2981)
Etta R. Wolfe (No. 4164)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, P.O. Box 551
Wilmington, Delaware 19899
(302) 651-7700
          - and -
Michael F. Walsh
Paul M. Basta
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
ATTORNEYS FOR DEBTORS AND
     DEBTORS IN POSSESSION

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

--------------------------------------------------------- x
In re : Chapter 11 Case No.
:
SUN HEALTHCARE GROUP, INC., et al., : 99-3657 (MFW)
:
Debtors. : (Jointly Administered)
--------------------------------------------------------- x

TECHNICAL AMENDMENTS TO
DEBTORS' JOINT PLAN OF REORGANIZATION

          Sun Healthcare Group, Inc. and certain of its wholly owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the "Debtors") hereby file these Technical Amendments to the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated December 18, 2001 (the "Plan").1

          1.     Schedule 4.2-Treatment of Subclasses B-1 - B-17 of the Plan of Reorganization is amended as follows:

                 a.     delete the entire paragraph entitled Subclass B-11 - Sun Life of Canada.

 

 

 

 

 

 

 

 

 

 

 

 

 

                                     

1Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed thereto in the Plan.

                 b.     add the following paragraph.

Subclass B-11 - Sun Life of Canada (Masthead Bldgs, Albuquerque, New Mexico). On the Effective Date Masthead and Sun Healthcare each shall execute and deliver to Sun Life Assurance Company of Canada that certain Assumption and Reinstatement Agreement, in form and substance acceptable to Sun Life, pursuant to which Masthead and Sun Healthcare shall reinstate and assume their respective obligations under that certain (i) Promissory Note by Masthead in favor of Sun Life dated May 29, 1997, (ii) Real Property Deed of Trust, Security Agreement, Assignment of Leases and Rents and Financing Statement by Masthead in favor of Sun Life dated as of May 29, 1997 and recorded May 30, 1997, (iii) Absolute Assignment of Leases and Rents by Masthead in favor of Sun Life dated May 29, 1997 and recorded May 30, 1997, (iv) Security Agreement by Masthead in favor of Sun Life dated May 29, 1997 (v) Guaranty by Sun Healthcare in favor of Sun Life dated as of May 29, 1997, (vi) certificate and agreement concerning hazardous waste executed on May 29, 1997, (vii) Financing Statement by Masthead, as debtor, to Sun Life Assurance Company of Canada, as secured party, and (viii) letter dated May 29, 1997 from Sun Healthcare Group, Inc. as tenant, to Sun Life Assurance Company of Canada containing estoppel certificate and subordination, non-disturbance and attornment provisions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

          2.     Except as expressly amended hereby, all other provisions of the Plan shall remain unaffected and in full force and effect.

Dated:  February 2, 2002
            Wilmington, Delaware

 

 /s/                                                              
Mark D. Collins (No. 2981)
Russell C. Silberglied (No. 3462)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
     - and -
Michael F. Walsh
Paul M. Basta
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
ATTORNEYS FOR THE DEBTORS
     AND DEBTORS IN POSSESSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

--------------------------------------------------------- x
In re : Chapter 11 Case No.
:
SUN HEALTHCARE GROUP, INC., et al., : 99-3657 (MFW)
:
Debtors. : (Jointly Administered)
--------------------------------------------------------- x

SECOND TECHNICAL AMENDMENT TO SCHEDULE 4.2
OF THE DEBTORS' JOINT PLAN OF REORGANIZATION

          Sun Healthcare Group, Inc. and certain of its wholly owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the "Debtors") hereby file this Second Technical Amendment to the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated December 18, 2001 (the "Plan").1

          1.     In Schedule 4.2 of the Plan, make the following changes:

                 a.  delete from the paragraph entitled Subclass B-5 - THCI Mortgage Holding Company (East Boston, Massachusetts facility) the following:

"The Debtors will issue a new note in the principal amount of the aggregate allowed claims in this subclass. The principal amount is expected to approximate $10,789,000, depending on the date the Debtors emerge from chapter 11. The new note will (i) be secured by the East Boston, Massachusetts facility, (ii) bear 8% interest or at such other market interest rate, as determined by the Bankruptcy Court, (iii) be a recourse obligation of this Debtor, and (iv) will amortize over 15 years. THCI has asserted that the Debtors' obligations under the East Boston Note include the payment of all lease rejection damages. The Debtors

 

 

 

 

 

                                     

1Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed thereto in the Plan.

 

dispute that position. The Debtors expect that this issue will be resolved as part of confirmation of the Plan of Reorganization and/or any motions or proceedings currently before the Bankruptcy Court. In the event that the determinations by the Bankruptcy Court would require a material increase in the principal amount of the note for subclass B-5, the Debtors reserve the right to surrender the facility in satisfaction of those claims."

                     b.     add to the end of that paragraph the following:

"The Debtors will surrender the collateral securing the claims in this subclass to THCI. The Debtors will ask the Bankruptcy Court to determine the value of the collateral. Any deficiency claim by THCI shall be treated as part of Class E-1 or Class E-2, as applicable."

                2.     Except as expressly amended hereby, all other provisions of the Plan shall remain unaffected and in full force and effect.

Dated:  February 4, 2002
            Wilmington, Delaware

 /s/                                                                 
Michael F. Walsh
Paul M. Basta
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
- and -
Mark D. Collins (No. 2981)
Russell C. Silberglied (No. 3462)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
ATTORNEYS FOR THE DEBTORS
     AND DEBTORS IN POSSESSION

 

 

 

 

2

 

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

--------------------------------------------------------- x
In re : Chapter 11 Case No.
:
SUN HEALTHCARE GROUP, INC., et al., : 99-3657 (MFW)
:
Debtors. : (Jointly Administered)
--------------------------------------------------------- x

REVISED TECHNICAL AMENDMENTS TO
DEBTORS' JOINT PLAN OF REORGANIZATION

          Sun Healthcare Group, Inc. and certain of its wholly owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the "Debtors") hereby file these Technical Amendments to the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated December 18, 2001 (the "Plan").1

          1.     Schedule 4.2-Treatment of Subclasses B-1 - B-17 of the Plan of Reorganization is amended by inserting at the end of the paragraph entitled Subclass B-11 - Sun Life of Canada the following:

"On the Effective Date Masthead and Sun Healthcare each shall execute and deliver to Sun Life Assurance Company of Canada that certain Assumption and Reinstatement Agreement, in form and substance acceptable to Sun Life, pursuant to which Masthead and Sun Healthcare shall reinstate and assume their respective obligations under that certain (i) Promissory Note by Masthead in favor of Sun Life dated May 29, 1997, (ii) Real Property Deed of Trust, Security Agreement, Assignment of Leases and Rents and Financing Statement by Masthead in favor of Sun Life dated as of May 29, 1997 and recorded May 30, 1997, (iii) Absolute

 

                                 

1 Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed thereto in the Plan.

Assignment of Leases and Rents by Masthead in favor of Sun Life dated May 29, 1997 and recorded May 30, 1997, (iv) Security Agreement by Masthead in favor of Sun Life dated May 29, 1997 (v) Guaranty by Sun Healthcare in favor of Sun Life dated as of May 29, 1997, (vi) certificate and agreement concerning hazardous waste executed on May 29, 1997, (vii) Financing Statement by Masthead, as debtor, to Sun Life Assurance Company of Canada, as secured party, and (viii) letter dated May 29, 1997 from Sun Healthcare Group, Inc. as tenant, to Sun Life Assurance Company of Canada containing estoppel certificate and subordination, non-disturbance and attornment provisions."

          2.     Except as expressly amended hereby, all other provisions of the Plan shall remain unaffected and in full force and effect.

Dated:  February 3, 2002
            Wilmington, Delaware

/s/                                                                 
Mark D. Collins (No. 2981)
Russell C. Silberglied (No. 3462)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
          - and -
Michael F. Walsh
Paul M. Basta
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
ATTORNEYS FOR THE DEBTORS
     AND DEBTORS IN POSSESSION

 

 

 

 

 

 

 

2

SCHEDULE 8.1

 

Additions:
Vendor
Contract
Debtor/Facility Name

Cure
Amount
Elizabeth Rozelle Partnership Agreement Therapists Unlimited-Detroit II, L.P.

$0.00
Jan Walton Partnership Agreement Therapists Unlimited-Chicago, L.P.

$0.00
National American Insurance Company Policy WCR 207510D
Policy WCR 210210D
Policy WCR 1210210F		 Retirement Care Associates, Inc.



$0.00
Replace:
Vendor
Contract
Debtor/Facility Name

Cure
Amount
PHARMERICA PHARMACEUTICAL SunRise Care Center for Kingsburg

Undetermined
Pharmerica Pharmacy services and consultant SunRise Care Center for Coalinga


Undetermined
Pharmerica drug supplier SunScript Pharmacy Corporation

Undetermined
Pharmerica INVENTORY PRESCRIPTION SunScript Pharmacy Corporation


Undetermined
Pharmerica Pharmacy loan&borrow/consulting for Hobbs, NM SunScript Pharmacy Corporation


Undetermined
Deletions:
Vendor
Contract
Debtor/Facility Name

Cure
Amount
Access Ambulance Ambulance, medical transportation Mediplex of Stamford


$0.00
ADVANTIS DATA PROC. Cheshire Convalescent Ctr

$0.00
Addison Gilbert Hospital Resident transfer SunBridge Care & Rehab. for Beverly


$0.00
AFA FIRE ALM,STROBE LIGHTS,BED SHAKERS SunBridge Care & Rehab. for East Boston


$0.00
Air Touch Paging BEEPERS Cheshire Convalescent Ctr

$0.00
All County Pest Control pest control Mediplex of Stamford

$0.00
Altanticare Med. Center Resident transfer SunBridge Care & Rehab. for Beverly


$0.00
Automatic Fire Systems Fire Suppression Systems SunBridge Care & Rehab. for Brookline


$0.00
Award Pest Control pest control Cheshire Convalescent Ctr

$0.00
Bay Area VNA Resident transfer SunBridge Care & Rehab. for Beverly


$0.00
Bay State Fire Protection Fire protection-kitchen hood SunBridge Care & Rehab. for East Boston


$0.00
Beacon Hospice Hospice SunBridge Care & Rehab. for Brookline


$0.00
Beverly Hospital Lab services SunBridge Care & Rehab. for Beverly


$0.00
BMCA Exhaust Vent Cleaning -Kitchen/Laundry SunBridge Care & Rehab. for Brookline


$0.00
Burgess healthcare x-ray service Cheshire Convalescent Ctr

$0.00
CARE MANAGEMENT GROUP NURSING TEMP SERVICE Cheshire Convalescent Ctr


$0.00
CHARTER OAK LANDSCAPING LANDSCAPING Cheshire Convalescent Ctr

$0.00
CINDACARE TEMP. SERVICE Cheshire Convalescent Ctr

$0.00
CLAIRE DAIGLE LAWN SERVICE Cheshire Convalescent Ctr

$0.00
Conair air-cond, heating, refrig. Service SunBridge Care & Rehab. for Beverly


$8,436.78
CONNECTICUT STAFFING WORKS NURSING TEMP SERVICE Cheshire Convalescent Ctr


$0.00
DAVID RANEY Medical records consultant Cheshire Convalescent Ctr

$0.00
David Raney Medical records consultant Mediplex of Stamford

$0.00
Dr. Amesbury Medical Director SunBridge Care & Rehab. for Beverly


$0.00
Dr. David Morris Services Doctor Mediplex of Stamford

$0.00
DR. MICHAEL OLSEN (PROHEALTH) Medical Director Cheshire Convalescent Ctr


$0.00
Elizabeth Irwin Medical records consultant SunBridge Care & Rehab. for East Boston


$0.00
Environmental Control Co., Inc Infection material Mediplex of Stamford


$0.00
Family Friends Staffing services SunBridge Care & Rehab. for Beverly


$0.00
Grace Ahern per diem dietician Mediplex of Stamford

$0.00
Grinell FIRE DETECTION EQUIP SunBridge Care & Rehab. for East Boston


$0.00
Grinnel Fire Protection Fire Alarm SunBridge Care & Rehab. for Brookline


$0.00
Grinnell Corp MONITOR FIRE ALARM SYSTEM Cheshire Convalescent Ctr


$0.00
Grinnell Fire Fire protection services SunBridge Care & Rehab. for Beverly


$365.00
Health Drive Dentistry, optometry, and podiatry Mediplex of Stamford


$0.00
Health Drive Dental, Podiatry, eye care audio, Optom. SunBridge Care & Rehab. for Beverly


$0.00
Hospice's North Shore Hospice SunBridge Care & Rehab. for Beverly


$0.00
HOWIES WATER Potable water Mediplex of Stamford

$0.00
IVANS Medicare Billing - Electronic Service Co SunBridge Care & Rehab. for Brookline


$0.00
Jon B. Volovick, O.D. Optometry SunBridge Care & Rehab. for East Boston


$0.00
Keane Fire & Safety Equipment Portable fire extinguishers SunBridge Care & Rehab. for East Boston


$0.00
KEY PERSONNEL TEMP. STAFFING Cheshire Convalescent Ctr

$0.00
Lawn-A-Mat, Inc. Landscape Maintenance SunBridge Care & Rehab. for East Boston


$0.00
Marcus dairy Bottled water natural disaster Cheshire Convalescent Ctr


$0.00
Mark Rohrer, M.D. Facility Medical Director SunBridge Care & Rehab. for Brookline


$0.00
MAUREEN CANIL NURSING CONSULTANT Cheshire Convalescent Ctr

$0.00
Medi Services Medicaid Apps. SunBridge Care & Rehab. for Brookline


$0.00
Medical Records Consultant SunBridge Care & Rehab. for Beverly


$0.00
MEDICAL TEMP FORCE NURSING TEMP SERVICE Cheshire Convalescent Ctr


$0.00
Medi-Services, Inc. Medicaid processing SunBridge Care & Rehab. for Beverly


$0.00
MERIDIAN HEALTH ASSOC DENTAL SERVICES SunBridge Care & Rehab. for East Boston


$0.00
Metro Call Pagers Mediplex of Stamford

$0.00
MICHELLE LIPKA Dietician/dietary consultant Cheshire Convalescent Ctr

$0.00
Millar Elevator Elevator services SunBridge Care & Rehab. for Beverly


$2,263.00
Millar Elevator Elevator/dumbwaiter service agreement SunBridge Care & Rehab. for Brookline


$710.80
Millar Elevator ELEVATOR MAINTENANCE SunBridge Care & Rehab. for East Boston


$2,122.70
MITCHELL SILVERMAN Podiatry SunBridge Care & Rehab. for East Boston


$0.00
N.E. WASTE SYSTEMS WASTE REMOVAL Cheshire Convalescent Ctr

$0.00
New England Fire and Safety Fire Extinguishers - Portable Recharging SunBridge Care & Rehab. for Brookline


$0.00
New England Medical Center Resident transfer SunBridge Care & Rehab. for Beverly


$0.00
New England Medical Practice Management Physician billing Mediplex of Stamford


$0.00
North Shore Reg. Dialysis Center Dialysis service SunBridge Care & Rehab. for Beverly


$0.00
NTN TEMP. SERVICE NURSING TEMP. SERVICE Cheshire Convalescent Ctr


$0.00
NURSEFINDERS NURSING TEMP SERVICE Cheshire Convalescent Ctr


$0.00
Pagenet Beeper Systems SunBridge Care & Rehab. for Beverly


$0.00
Precision Health x-ray services Mediplex of Stamford

$0.00
Public Storage Mgmt. Inc. Offsite storage SunBridge Care & Rehab. for East Boston


$0.00
Ready Nurse Staffing Services SunBridge Care & Rehab. for Beverly


$0.00
REGIONAL WATER WATER Cheshire Convalescent Ctr

$0.00
St. Elizabeth's Medical Center Resident transfers SunBridge Care & Rehab. for Beverly


$0.00
STANLEY DUCHARME NEUROPSYCHOLOGY SunBridge Care & Rehab. for East Boston


$0.00
SteriCycle BIOHAZARD WASTE REMOVAL Cheshire Convalescent Ctr


$0.00
SteriCycle HAZARDOUS SunBridge Care & Rehab. for East Boston


$0.00
SUE GREEN Dietician/dietary consultant Cheshire Convalescent Ctr

$113.19
Universal Mobile Service Portable X-ray services SunBridge Care & Rehab. for Beverly


$0.00
URBAN MEDICAL GROUP Medical Director SunBridge Care & Rehab. for East Boston


$0.00
USA Storage Storage Mediplex of Stamford

$0.00
VNA of No. Shore Resident transfer SunBridge Care & Rehab. for Beverly


$0.00
WANDERGUARD PATIENT ALARM SERVICE Cheshire Convalescent Ctr


$0.00