Looking for an agreement? Search from over 1 million agreements now.

First Amended Joint Plan of Reorganization

This is an actual contract by Accentia Biopharmaceuticals.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.1

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

In re: Chapter 11 ACCENTIA BIOPHARMACEUTICALS, INC., Case No. 8:08-bk-17795-KRM ANALYTICA INTERNATIONAL, INC., Case No. 8:08-bk-17798-KRM TEAMM PHARMACEUTICALS, INC., Case No. 8:08-bk-17800-KRM ACCENTRX, INC., Case No. 8:08-bk-17801-KRM ACCENTIA SPECIALTY PHARMACY, INC., Case No. 8:08-bk-17802-KRM

Debtors.

/

FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA

BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM

PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY

PHARMACY, INC. UNDER CHAPTER 11 OF TITLE 11, UNITED STATES CODE

STICHTER, RIEDEL, BLAIN & PROSSER, P.A. Charles A. Postler (Florida Bar No. 455318) 110 East Madison Street, Suite 200 Tampa, Florida 33602 Telephone: (813) 229-0144 Facsimile: (813) 229-1811 Email: cpostler@srbp.com Counsel for Debtors and Debtors in Possession

Tampa, Florida

Dated as of August 16, 2010


PURSUANT TO SECTION 1125 OF TITLE 11 OF THE UNITED STATES CODE, NOTHING CONTAINED IN THIS FIRST AMENDED JOINT PLAN OF REORGANIZATION (THE " PLAN" ) SHOULD BE CONSTRUED AS CONSTITUTING A SOLICITATION OF ACCEPTANCES OF THE PLAN UNTIL SUCH TIME AS THE DEBTORS' DISCLOSURE STATEMENT (AS DEFINED HEREIN) HAS BEEN APPROVED BY AN ORDER OF THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND DISTRIBUTED, WITH APPROPRIATE BALLOTS (INCLUDING THE ACCENTIA STOCKHOLDER BALLOTS), TO ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ENTITLED TO VOTE ON THE PLAN. THE DEBTORS RESERVE THE RIGHT TO FILE A SECOND AMENDED OR AN AMENDED AND RESTATED PLAN AND A SECOND AMENDED OR AN AMENDED AND RESTATED DISCLOSURE STATEMENT FROM TIME TO TIME HEREAFTER. REFERENCE IS MADE TO SUCH DISCLOSURE STATEMENT FOR A DISCUSSION OF THE DEBTORS' HISTORY, BUSINESSES, PROPERTIES, AND OPERATIONS, THE PROJECTIONS FOR THE DEBTORS' FUTURE OPERATIONS, A SUMMARY OF SIGNIFICANT EVENTS WHICH HAVE OCCURRED TO DATE IN THE BANKRUPTCY CASES, A SUMMARY OF THE MEANS OF IMPLEMENTING AND FUNDING THE PLAN, AND THE PROCEDURES FOR VOTING ON THE PLAN. ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ARE HEREBY ADVISED AND ENCOURAGED TO READ THE DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THE PLAN AND THE DISCLOSURE STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION OR STIPULATION, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.

ii


TABLE OF CONTENTS


ARTICLE 1 INTRODUCTION 1

ARTICLE 2 DEFINED TERMS; RULES OF CONSTRUCTION 2

2.1 Defined Terms. 2

2.2 Rules of Construction. 30 ARTICLE 3 TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS 30

3.1 Administrative Expense Claims. 30

3.2 Priority Tax Claims. 31

ARTICLE 4 DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS 31

4.1 Class 1: Priority Claims. 31

4.2 Class 2: Secured Claims and Other Claims of Laurus/Valens. 32

4.3 Class 3: Secured Claims and Other Claims of Southwest Bank. 32

4.4 Class 4: Secured Claims and Other Claims of McKesson. 32

4.5 Class 5: Secured Claims and Other Claims of the 2006 Secured Debentures Holders. 32

4.6 Class 6: Secured Claims and Other Claims of the 2008 Secured Debentures Holders. 32

4.7 Class 7: Secured Tax Claims of Governmental Units. 32

4.8 Class 8: Other Secured Claims. 32

4.9 Class 9: Claims of the 2007 Debentures Holders. 32

4.10 Class 10: Unsecured Claims (Unsecured Claims Not Otherwise Classified). 32

4.11 Class 11: Unsecured Convenience Claims. 33

4.12 Class 12: Intercompany Claims. 33

4.13 Class 13: Convertible Preferred Stock Claims. 33

4.14 Class 14: Subordinated Securities Claims. 33

4.15 Class 15: Equity Interests. 33

4.16 Class 16: Subsidiary Equity Interests. 33

ARTICLE 5 TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS 33

5.1 Unclassified Claims. 33

5.2 Class 1: Priority Claims. 33

5.3 Class 2: Secured Claims and Other Claims of Laurus/Valens. 34

5.4 Class 3: Secured Claims and Other Claims of Southwest Bank. 37

5.5 Class 4: Secured Claims and Other Claims of McKesson. 40

5.6 Class 5: Secured Claims and Other Claims of the 2006 Secured Debentures Holders. 42

5.7 Class 6: Secured Claims and Other Claims of the 2008 Secured Debentures Holders. 44

5.8 Class 7: Secured Tax Claims of Governmental Units. 47

5.9 Class 8: Other Secured Claims. 47

5.10 Class 9: Claims of the 2007 Debentures Holders. 48

5.11 Class 10: Unsecured Claims (Unsecured Claims Not Otherwise Classified). 50

5.12 Class 11: Unsecured Convenience Claims. 52

5.13 Class 12: Intercompany Claims. 53

5.14 Class 13: Convertible Preferred Stock Claims. 53

5.15 Class 14: Subordinated Securities Claims. 56

5.16 Class 15: Equity Interests. 56

5.17 Class 16: Subsidiary Equity Interests. 57

ARTICLE 6 ACCEPTANCE OR REJECTION OF THE PLAN 57

6.1 Each Impaired Class Entitled to Vote Separately. 57

iii

6.2 Acceptance by Impaired Classes. 57

6.3 Presumed Acceptance of Plan by Unimpaired Classes. 58

6.4 Deemed Non-Acceptance of Plan. 58

6.5 Impairment Controversies. 58

ARTICLE 7 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 58

7.1 Assumption or Rejection of Executory Contracts and Unexpired Leases. 58

7.2 Approval of Assumption or Rejection of Executory Contracts and Unexpired Leases. 59

7.3 Inclusiveness. 59

7.4 Cure of Defaults. 59

7.5 Claims under Rejected Executory Contracts and Unexpired Leases. 60

7.6 Insurance Policies. 60

7.7 Indemnification Rights. 60

7.8 Existing Accentia Stock Options. 61

7.9 Existing Accentia Stock Warrants. 61

ARTICLE 8 MEANS OF IMPLEMENTATION OF THE PLAN 62

8.1 General Overview of the Plan. 62

8.2 Effective Date Actions. 62

8.3 Vesting of Property of the Estates in the Reorganized Debtors. 63

8.4 Continued Corporate Existence. 63

8.5 Corporate Action. 64

8.6 Boards of Directors and Executive Officers of the Reorganized Debtors. 64

8.7 Amendment and Restatement of Articles of Incorporation and Bylaws of Accentia. 65

8.8 Issuance of Reorganized Accentia Common Stock. 65

8.9 Exemptions from Securities Laws. 65

8.10 SEC Public Reports. 67

8.11 Section 1146 Exemption. 68

8.12 Pursuit of Causes of Action. 68

8.13 Prosecution and Settlement of Claims and Causes of Action. 69

8.14 Effectuating Documents; Further Transactions. 70

8.15 Cancellation of Existing Loan Documents and Agreements. 70

8.16 Exit Financing. 70

8.17 Exclusivity Period. 71

8.18 Dissolution of the Committee. 71

ARTICLE 9 PROVISIONS GOVERNING DISTRIBUTIONS 71

9.1 Initial Distribution. 71

9.2 Execution and Delivery of Plan Debentures, Plan Notes, Plan Warrants and Security Documents. 71

9.3 Determination of Claims. 71

9.4 Distributions as to Allowed Claims in Classes 10 and 14. 73

9.5 Unclaimed Distributions. 73

9.6 Transfer of Claim. 74

9.7 One Distribution Per Holder. 74

9.8 Effect of Pre-Confirmation Distributions. 74

9.9 No Interest on Claims. 74

9.10 Determination of Voting and Distribution Rights of Holders of Equity Interests. 75

9.11 Fractional Shares. 75

9.12 Certain Restrictions on Stock Transfers. 75

9.13 Call Provisions for Plan Warrants. 76

9.14 Compliance with Tax Requirements. 77

iv

ARTICLE 10 CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE 77

10.1 Conditions Precedent to Confirmation of the Plan. 77

10.2 Conditions Precedent to the Effective Date. 77

10.3 Notice of the Effective Date. 78

ARTICLE 11 DISCHARGE, EXCULPATION FROM LIABILITY, RELEASE, AND GENERAL INJUNCTION 78

11.1 Discharge of Claims. 78

11.2 Exculpation from Liability. 79

11.3 Release. 79

11.4 General Injunction. 80

11.5 Term of Certain Injunctions and Automatic Stay. 81

11.6 No Liability for Tax Claims. 81

11.7 Regulatory or Enforcement Actions. 81

ARTICLE 12 RETENTION OF JURISDICTION 82

12.1 General Retention. 82

12.2 Specific Purposes. 82

12.3 Closing of the Accentia Bankruptcy Cases. 84

ARTICLE 13 MODIFICATION OF PLAN AND CONFIRMATION OVER OBJECTIONS 84

13.1 Modification of Plan. 84

13.2 Confirmation Over Objections. 85

ARTICLE 14 MISCELLANEOUS PROVISIONS 86

14.1 No Admissions. 86

14.2 Revocation or Withdrawal of the Plan. 86

14.3 Standard for Approval of the Bankruptcy Court. 86

14.4 Further Assurances. 86

14.5 Headings. 86

14.6 Notices. 87

14.7 Governing Law. 87

14.8 Limitation on Allowance. 87

14.9 Estimated Claims. 87

14.10 Consent to Jurisdiction. 87

14.11 Setoffs. 88

14.12 Successors and Assigns. 88

14.13 Modification of Payment Terms. 88

14.14 Entire Agreement. 88

14.15 Severability of Plan Provisions. 88

14.16 Controlling Document. 89

14.17 Plan Supplement. 89

14.18 Computation of Time. 89

14.19 Substantial Consummation. 89

v


INDEX TO EXHIBITS TO PLAN

Exhibit A Schedule of Intercompany Claims Exhibit B Rejected Contracts Exhibit C Pro Forma Recapitalization of Reorganized Accentia

vi


ARTICLE 1

INTRODUCTION

Accentia Biopharmaceuticals, Inc. and its wholly-owned subsidiaries, Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc., as Debtors and Debtors in Possession in the Accentia Bankruptcy Cases, hereby propose the following Plan for the reorganization of the Debtors and the resolution of the outstanding Claims against and Equity Interests in the Debtors pursuant to the provisions of Chapter 11 of the Bankruptcy Code, and request Confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code. This Plan shall amend, restate and replace in its entirety the Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of May 28, 2010 (Docket No. 687). Capitalized terms used in the Plan shall have the meanings ascribed to such terms in Article 2.1 of the Plan. The Debtors are the proponents of the Plan within the meaning of Section 1129 of the Bankruptcy Code.

In summary, but subject to more specific details provided herein, the Plan provides for the reorganization of the Debtors and the payment in full of all of the Allowed Claims against the Debtors and the retention by the Accentia Stockholders of their Equity Interests in Accentia subject to dilution as provided in the Plan. Although the Debtors' Estates are presently being jointly administered for procedural purposes, the Debtors and their Estates have not yet been substantively consolidated. Accordingly, the Plan is really five distinct plans, one for each of the Debtors. The Articles of the Plan generally apply to all of the Debtors, except where otherwise indicated.

Under Section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from the Holder of a Claim or Equity Interest until such time as the Debtors' Disclosure Statement has been approved by the Bankruptcy Court and distributed to Holders of Claims and Equity Interests. The Debtors' Disclosure Statement was approved by the Bankruptcy Court in the Accentia Disclosure Statement Approval Order, and has been distributed simultaneously with the Plan to all Holders of Claims and Equity Interests whose votes are being solicited. The Disclosure Statement contains, among other things, (a) a discussion of the Debtors' history, businesses, properties, and operations, (b) the Projections for the Debtors' future operations, (c) a summary of significant events which have occurred to date in the Bankruptcy Cases, (d) a summary of the means of implementing and funding the Plan, and (e) the procedures for voting on the Plan. Unless otherwise ordered by the Bankruptcy Court, no materials, other than the Plan and the accompanying Disclosure Statement, Accentia Disclosure Statement Approval Order, Ballot or Accentia Stockholder Ballot, and Committee Support Letter have been approved by the Debtors or the Bankruptcy Court for use in soliciting acceptances or rejections of the Plan. ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT, AND ANY EXHIBITS ATTACHED THERETO, IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

Subject to certain restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications to the Plan set forth in Article 13 of the Plan, the Debtors expressly reserve the right to alter, amend, modify, revoke or withdraw the Plan, one or more times, prior to the Plan' s substantial consummation.

1


THE PLAN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF ACCENTIA. IN THE OPINION OF THE DEBTORS, THE TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN CONTEMPLATES A GREATER RECOVERY THAN THAT WHICH IS LIKELY TO BE ACHIEVED UNDER OTHER ALTERNATIVES FOR THE REORGANIZATION OR LIQUIDATION OF THE DEBTORS. ACCORDINGLY, THE DEBTORS BELIEVE THAT CONFIRMATION OF THE PLAN IS IN THE BEST INTERESTS OF CREDITORS AND HOLDERS OF EQUITY INTERESTS, AND THE DEBTORS RECOMMEND THAT CREDITORS AND HOLDERS OF EQUITY INTERESTS VOTE TO ACCEPT THE PLAN.

IN ADDITION, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF THE DEBTORS BELIEVES THAT CONFIRMATION OF THE PLAN IS IN THE BEST INTERESTS OF UNSECURED CREDITORS AND RECOMMENDS THAT UNSECURED CREDITORS VOTE TO ACCEPT THE PLAN. UNSECURED CREDITORS ARE ENCOURAGED TO READ THE COMMITTEE SUPPORT LETTER INCLUDED WITH THE DISCLOSURE STATEMENT AND THE PLAN.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNLESS OTHERWISE STATED, ALL STATEMENTS IN THE PLAN AND IN THE ACCOMPANYING DISCLOSURE STATEMENT CONCERNING THE HISTORY OF THE DEBTORS' BUSINESSES, THE PAST OR PRESENT FINANCIAL CONDITION OF THE DEBTORS, THE PROJECTIONS FOR THE FUTURE OPERATIONS OF THE DEBTORS, TRANSACTIONS TO WHICH THE DEBTORS WERE OR ARE PARTY, OR THE EFFECT OF CONFIRMATION OF THE PLAN ON HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ARE ATTRIBUTABLE EXCLUSIVELY TO THE DEBTORS AND NOT TO ANY OTHER PARTY.

THE PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE NON-BANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING OR SELLING OR TRANSFERRING SECURITIES OF ACCENTIA BIOPHARMACEUTICALS, INC. OR BIOVEST INTERNATIONAL, INC. SHOULD EVALUATE THE PLAN AND THE DISCLOSURE STATEMENT IN LIGHT OF THE PURPOSES FOR WHICH THEY WERE PREPARED.

ARTICLE 2

DEFINED TERMS; RULES OF CONSTRUCTION

2.1 Defined Terms .

2.1.1 As used in the Plan, the following terms (which appear in the Plan as capitalized terms) shall have the meanings set forth below:

" 1 Month Anniversary Date" means the date that is one (1) month after the Effective Date.

2


" 4 Month Anniversary Date" means the date that is four (4) months after the Effective Date.

" 6 Month Anniversary Date" means the date that is six (6) months after the Effective Date.

" 12 Month Anniversary Date" means the date that is twelve (12) months after the Effective Date.

" 2006 Secured Debentures" means the 8% Secured Convertible Debentures Due September 29, 2010, issued by Accentia to the 2006 Secured Debentures Holders in September 2006, in the original aggregate principal amount of $25,000,000.00.

" 2006 Secured Debentures Allowed Class 5 Claim" has the meaning ascribed to such term in Article 5.6.1 of the Plan.

" 2006 Secured Debentures Claims" means any and all Secured Claims and other Claims of the 2006 Secured Debentures Holders represented by, relating to, or arising under or in connection with the 2006 Secured Debentures Documents.

" 2006 Secured Debentures Documents" means all of the Prepetition documents evidencing the 2006 Secured Debentures Claims and any and all other documents executed by Accentia, Biovest, the 2006 Secured Debentures Holders, or Laurus/Valens in any way relating to the 2006 Secured Debentures Claims, as any such documents have been amended, modified or supplemented thereafter in accordance with their terms.

" 2006 Secured Debentures Holders" means the Holders of the 2006 Secured Debentures Claims.

" 2006 Secured Debentures Warrants" means the Common Stock Purchase Warrants for the purchase of shares of Accentia Common Stock and Biovest Common Stock, issued to the 2006 Secured Debentures Holders in connection with the issuance of the 2006 Secured Debentures.

" 2007 Debentures" means the 8% Convertible Debentures Due February 28, 2011, issued by Accentia to the 2007 Debentures Holders in February 2007, in the original aggregate principal amount of $24,940,000.00.

" 2007 Debentures Allowed Class 9 Claim" has the meaning ascribed to such term in Article 5.10.1 of the Plan.

3


" 2007 Debentures Claims" means any and all Claims of the 2007 Debentures Holders represented by, relating to, or arising under or in connection with the 2007 Debentures Documents.

" 2007 Debentures Documents" means all of the Prepetition documents evidencing the 2007 Debentures Claims and any and all other documents executed by Accentia or the 2007 Debentures Holders in any way relating to the 2007 Debentures Claims, as any such documents have been amended, modified or supplemented thereafter in accordance with their terms.

" 2007 Debentures Holders" means the Holders of the 2007 Debentures Claims.

" 2007 Debentures Warrants" means the Common Stock Purchase Warrants for the purchase of shares of Accentia Common Stock, issued to the 2007 Debentures Holders in connection with the issuance of the 2007 Debentures.

" 2008 Secured Debentures" means the 8% Original Issue Discount Secured Convertible Debentures Due June 19, 2011, issued by Accentia to the 2008 Secured Debentures Holders in June 2008, in the original aggregate principal amount of $8,906,098.00.

" 2008 Secured Debentures Allowed Class 6 Claim" has the meaning ascribed to such term in Article 5.7.1 of the Plan.

" 2008 Secured Debentures Claims" means any and all Secured Claims and other Claims of the 2008 Secured Debentures Holders represented by, relating to, or arising under or in connection with the 2008 Secured Debentures Documents.

" 2008 Secured Debentures Documents" means all of the Prepetition documents evidencing the 2008 Secured Debentures Claims and any and all other documents executed by Accentia or the 2008 Secured Debentures Holders in any way relating to the 2008 Secured Debentures Claims, as any such documents have been amended, modified or supplemented thereafter in accordance with their terms.

" 2008 Secured Debentures Holders" means the Holders of the 2008 Secured Debentures Claims.

" 2008 Secured Debentures Original Issue Discount" means an amount equal to $434,598.00.

" 2008 Secured Debentures Warrants" means the Common Stock Purchase Warrants for the purchase of shares of Accentia Common Stock, issued to the 2008 Secured Debentures Holders in connection with the issuance of the 2008 Secured Debentures.

" Accentia" means Accentia Biopharmaceuticals, Inc., a Florida corporation.

" Accentia Bankruptcy Cases" means, collectively, the jointly administered cases of the Debtors currently pending before the Bankruptcy Court under Chapter 11 of the Bankruptcy

4

Code, which cases were commenced by the Debtors on the Petition Date and presently bear Case Nos. 8:08-bk-17795-KRM (Accentia Biopharmaceuticals, Inc.), 8:08-bk-17798-KRM (Analytica International, Inc.), 8:08-bk-17800-KRM (TEAMM Pharmaceuticals, Inc.), 8:08-bk-17801-KRM (AccentRx, Inc.), and 8:08-bk-17802-KRM (Accentia Specialty Pharmacy, Inc.).

" Accentia Common Stock" means the common stock, par value $.001 per share, of Accentia.

" Accentia Disclosure Statement Approval Order" means the Order Approving First Amended Joint Disclosure Statement, Fixing Time to File Applications for Administrative Expenses, Setting Hearing on Confirmation of First Amended Joint Plan, and Setting Deadlines with Respect to Confirmation Hearing, dated August 17, 2010, entered in the Bankruptcy Cases (Docket No. 911).

" Accentia Plan Warrants" has the meaning ascribed to such term in Article 9.13.1 of the Plan.

" Accentia Royalty Agreement" means the Royalty Agreement by and between Biovest and Accentia, dated as of October 31, 2006, as amended by a letter agreement dated February 5, 2008, and as further amended, modified or supplemented thereafter in accordance with its terms.

" Accentia Royalty Termination Agreement" means the Royalty Termination Agreement by and between Biovest and Reorganized Accentia, and acknowledged by Laurus/Valens, to be executed on the Closing Date, providing for the termination of the Accentia Royalty Agreement, as it may be amended, modified or supplemented thereafter in accordance with its terms. The form of the Accentia Royalty Termination Agreement is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion.

" Accentia Stockholder" means a Holder of Existing Accentia Common Stock.

" Accentia Stockholder Ballot" means the Class 15 Ballot to be distributed in the Plan Solicitation Package to each Accentia Stockholder as of the Record Date, on which the Accentia Stockholders may indicate their acceptance or rejection of the Plan in accordance with the Voting Instructions.

" Accentia Subsidiaries" means, collectively, Analytica, TEAMM, AccentRx, and ASP.

" Accentia Term Loan Agreement" means the Term Loan and Security Agreement, to be executed on the Closing Date, by and among LV, the lenders party thereto, and Accentia, as it may be amended, modified or supplemented thereafter in accordance with its terms.

" AccentRx" means AccentRx, Inc., a Florida corporation.

" Administrative Expense" means (a) any cost or expense of administration of the Accentia Bankruptcy Cases under Section 503(b) or 507(a)(1) of the Bankruptcy Code, to the extent

5

the party claiming any such cost or expense files an application, motion, request or other Bankruptcy Court-approved pleading seeking such expense in the Bankruptcy Cases on or before the applicable Administrative Expense Claim Bar Date, including (i) any actual and necessary costs and expenses of preserving the Estates or operating the businesses of the Debtors (including wages, salaries, or commissions for services rendered) incurred on or after the Petition Date, (ii) any Postpetition cost, indebtedness or contractual obligation duly and validly incurred or assumed by the Debtors in Possession in the ordinary course of their businesses, (iii) any Claim granted administrative priority status by a Final Order of the Bankruptcy Court, (iv) any Claim by a Governmental Unit for taxes (and for interest and/or penalties related to such taxes) due from the Debtors for any Postpetition tax year or period, and (v) compensation or reimbursement of expenses of Professionals awarded or allowed pursuant to an order of the Bankruptcy Court under Section 330(a) or 331 of the Bankruptcy Code (including any amounts held back pursuant to an order of the Bankruptcy Court); (b) any Superpriority Claim; (c) all fees and charges assessed against the Estates under Chapter 123 of title 28, United States Code, 28 U.S.C. a7a7 1911-1930; and (d) any and all other costs or expenses of administration of the Accentia Bankruptcy Cases that are allowed by a Final Order of the Bankruptcy Court; provided, however, that, when used in the Plan, the term " Administrative Expense" shall not include any Priority Tax Claim, any Cure Claim, any Environmental Claim, any Disallowed Claim, or, unless otherwise expressly provided in the Plan, any of the Claims in Classes 1 through 14. In no event shall any Claim set out in a Proof of Claim be deemed to be an Administrative Expense (except for any Claim by a Governmental Unit for taxes (and for interest and/or penalties related to such taxes) due from the Debtors for any Postpetition tax year or period).

" Administrative Expense Claim" means any Claim for the payment of an Administrative Expense.

" Administrative Expense Claim Bar Date" means the date(s) established by one or more orders of the Bankruptcy Court as the deadline for the filing by any Creditor or other party in interest of an application, motion, request or other Bankruptcy Court-approved pleading for allowance of any Administrative Expense Claim, including as established in the Accentia Disclosure Statement Approval Order; provided, however, that (a) unless otherwise ordered by the Bankruptcy Court, the Administrative Expense Claim Bar Date for the filing by any Professional of an application for any Administrative Expense Claim not yet filed as of the date of the Plan shall be no later than fourteen (14) days after the date of entry of the Accentia Disclosure Statement Approval Order, and (b) to the extent the Bankruptcy Court has entered an order establishing a different and specific deadline for a Creditor or other party in interest to file an Administrative Expense Claim, the date set forth in such order shall be deemed to be the Administrative Expense Claim Bar Date as to such Creditor or other party in interest. Any Holder of an Administrative Expense Claim (including a Holder of a Claim for Postpetition federal, state or local taxes) that does not file an application, motion, request or other Bankruptcy Court-approved pleading by the applicable Administrative Expense Claim Bar Date shall be forever barred, estopped and enjoined from ever asserting such Administrative Expense Claim against the Debtors, the Reorganized Debtors, or any of their respective Properties or Estates, and such Holder shall not be entitled to participate in any Distribution under the Plan on account of any such Administrative Expense Claim.

" Affiliate" means, with respect to any Person (other than the Debtors), (a) any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control

6

with such Person, (b) any other Person that, directly or indirectly, owns or controls, whether beneficially, or as trustee, guardian or other fiduciary, twenty-five percent (25%) or more of the equity interests having ordinary voting power in the election of directors of such Person, or (c) any other Person who is a director, officer, joint venturer or partner (i) of such Person, (ii) of any subsidiary of such Person, or (iii) of any Person described in clause (a) above. For the purposes of this definition, control of a Person shall mean the power (direct or indirect) to direct or cause the direction of the management and policies of such Perso
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |