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First Amended Joint Plan of Reorganization of Biovest International, Inc.

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Exhibit 10.1

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

In re: Chapter 11 BIOVEST INTERNATIONAL, INC., Case No. 8:08-bk-17796-KRM BIOVAX, INC., Case No. 8:08-bk-17803-KRM AUTOVAXID, INC., Case No. 8:08-bk-17804-KRM BIOLENDER, LLC, Case No. 8:08-bk-17805-KRM BIOLENDER II, LLC, Case No. 8:08-bk-17806-KRM

Debtors.

/

FIRST AMENDED JOINT PLAN OF REORGANIZATION OF BIOVEST

INTERNATIONAL, INC., BIOVAX, INC., AUTOVAXID, INC., BIOLENDER, LLC, AND

BIOLENDER II, LLC 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 BIOVEST 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.

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TABLE OF CONTENTS


ARTICLE 1 INTRODUCTION 1

ARTICLE 2 DEFINED TERMS; RULES OF CONSTRUCTION 3

2.1 Defined Terms 3

2.2 Rules of Construction 30

ARTICLE 3 TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN CLAIMS 31

3.1 Administrative Expense Claims 31

3.2 Priority Tax Claims 32

3.3 DIP Loan Claims 32

ARTICLE 4 DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS 34

4.1 Class 1: Priority Claims 34

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

4.3 Class 3: Secured Claims and Other Claims of Accentia 34

4.4 Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures Holders 35

4.5 Class 5: Secured Tax Claims of Governmental Units 35

4.6 Class 6: Other Secured Claims 35

4.7 Class 7: Unsecured Claims of Ronald E. Osman under the Osman Note 35

4.8 Class 8: Unsecured Claims (Unsecured Claims Not Otherwise Classified) 35

4.9 Class 9: Unsecured Convenience Claims 35

4.10 Class 10: Intercompany Claims 35

4.11 Class 11: Subordinated Securities Claims 35

4.12 Class 12: Equity Interests 35

4.13 Class 13: Subsidiary Equity Interests 35

ARTICLE 5 TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS 36

5.1 Unclassified Claims 36

5.2 Class 1: Priority Claims 36

5.3 Class 2: Secured Claims and Other Claims of Laurus/Valens 36

5.4 Class 3: Secured Claims and Other Claims of Accentia 42

5.5 Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures Holders 43

5.6 Class 5: Secured Tax Claims of Governmental Units 45

5.7 Class 6: Other Secured Claims 45

5.8 Class 7: Unsecured Claims of Ronald E. Osman under the Osman Note 46

5.9 Class 8: Unsecured Claims (Unsecured Claims Not Otherwise Classified) 47

5.10 Class 9: Unsecured Convenience Claims 49

5.11 Class 10: Intercompany Claims 50

5.12 Class 11: Subordinated Securities Claims 50

5.13 Class 12: Equity Interests 50

5.14 Class 13: Subsidiary Equity Interests 51

ARTICLE 6 ACCEPTANCE OR REJECTION OF THE PLAN 51

6.1 Each Impaired Class Entitled to Vote Separately 51

6.2 Acceptance by Impaired Classes 51

6.3 Presumed Acceptance of Plan by Unimpaired Classes 52

6.4 Deemed Non-Acceptance of Plan 52

6.5 Impairment Controversies 52

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ARTICLE 7 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 52

7.1 Assumption or Rejection of Executory Contracts and Unexpired Leases 52

7.2 Approval of Assumption or Rejection of Executory Contracts and Unexpired Leases 53

7.3 Inclusiveness 53

7.4 Cure of Defaults 53

7.5 Claims under Rejected Executory Contracts and Unexpired Leases 54

7.6 Insurance Policies 54

7.7 Indemnification Rights 54

7.8 Existing Biovest Stock Options 55

7.9 Existing Biovest Stock Warrants 55

ARTICLE 8 MEANS OF IMPLEMENTATION OF THE PLAN 56

8.1 General Overview of the Plan 56

8.2 Effective Date Actions 57

8.3 Vesting of Property of the Estates in Reorganized Biovest 57

8.4 Continued Corporate Existence; Dissolution 58

8.5 Corporate Action 58

8.6 Boards of Directors and Executive Officers of the Reorganized Debtors 58

8.7 Amendment and Restatement of Certificate of Incorporation and Bylaws of Biovest 59

8.8 Issuance of Reorganized Biovest Common Stock 60

8.9 Exemptions from Securities Laws 60

8.10 SEC Public Reports 62

8.11 Section 1146 Exemption 62

8.12 Pursuit of Causes of Action 63

8.13 Prosecution and Settlement of Claims and Causes of Action 64

8.14 Effectuating Documents; Further Transactions 65

8.15 Cancellation of Existing Loan Documents and Agreements 65

8.16 Exit Financing 65

8.17 Exclusivity Period 65

8.18 Dissolution of the Committee 65

ARTICLE 9 PROVISIONS GOVERNING DISTRIBUTIONS 66

9.1 Initial Distribution 66

9.2 Execution and Delivery of Plan Notes and Security Documents 66

9.3 Determination of Claims 66

9.4 Distributions as to Allowed Claims in Classes 8 and 11 67

9.5 Unclaimed Distributions 68

9.6 Transfer of Claim 68

9.7 One Distribution Per Holder 69

9.8 Effect of Pre-Confirmation Distributions 69

9.9 No Interest on Claims 69

9.10 Determination of Voting and Distribution Rights of Holders of Equity Interests 69

9.11 Fractional Shares 69

9.12 Certain Restrictions on Stock Transfers 70

9.13 Compliance with Tax Requirements 70

ARTICLE 10 SUBSTANTIVE CONSOLIDATION OF THE DEBTORS' ESTATES 70

10.1 Request for Substantive Consolidation 70

10.2 Effect of Substantive Consolidation 71

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ARTICLE 11 CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE 71

11.1 Conditions Precedent to Confirmation of the Plan 71

11.2 Conditions Precedent to the Effective Date 72

11.3 Notice of the Effective Date 72

ARTICLE 12 DISCHARGE, EXCULPATION FROM LIABILITY, RELEASE, AND GENERAL INJUNCTION 72

12.1 Discharge of Claims 72

12.2 Exculpation from Liability 73

12.3 Release 74

12.4 General Injunction 74

12.5 Term of Certain Injunctions and Automatic Stay 75

12.6 No Liability for Tax Claims 75

12.7 Regulatory or Enforcement Actions 76

ARTICLE 13 RETENTION OF JURISDICTION 76

13.1 General Retention 76

13.2 Specific Purposes 76

13.3 Closing of the Biovest Bankruptcy Cases 79

ARTICLE 14 MODIFICATION OF PLAN AND CONFIRMATION OVER OBJECTIONS 79

14.1 Modification of Plan 79

14.2 Confirmation Over Objections 80 ARTICLE 15 MISCELLANEOUS PROVISIONS 80

15.1 No Admissions 80

15.2 Revocation or Withdrawal of the Plan 80

15.3 Standard for Approval of the Bankruptcy Court 80

15.4 Further Assurances 81

15.5 Headings 81

15.6 Notices 81

15.7 Governing Law 81

15.8 Limitation on Allowance 82

15.9 Estimated Claims 82

15.10 Consent to Jurisdiction 82

15.11 Setoffs 82

15.12 Successors and Assigns 82

15.13 Modification of Payment Terms 83

15.14 Entire Agreement 83

15.15 Severability of Plan Provisions 83

15.16 Controlling Document 83

15.17 Plan Supplement 83

15.18 Computation of Time 84

15.19 Substantial Consummation 84

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INDEX TO EXHIBITS TO PLAN

Exhibit A DIP Loan Documents Exhibit B Schedule of Intercompany Claims Exhibit C Rejected Contracts Exhibit D Reorganized Biovest Bylaws Exhibit E Reorganized Biovest Charter Exhibit F Pro Forma Recapitalization of Reorganized Biovest

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ARTICLE 1

INTRODUCTION

Biovest International, Inc. and its wholly-owned subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, as Debtors and Debtors in Possession in the Biovest 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 Biovest International, Inc., Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC under Chapter 11 of Title 11, United States Code dated as of May 14, 2010 (Docket No. 674). 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 Biovest Stockholders of their Equity Interests in Biovest 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.

Article 10 of the Plan constitutes a motion by the Debtors seeking the substantive consolidation of the Debtors' Estates. If such motion is granted and the Plan is confirmed by the Bankruptcy Court, then, on the Effective Date of the Plan, the Properties of all of the Debtors' Estates will be consolidated into one estate to be thereafter known as the Biovest Estate. The Biovest Estate and the implementation of the Plan will be managed by the Board of Directors of Biovest.

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 Biovest 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, Biovest Disclosure Statement Approval Order, Ballot or Biovest 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.

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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 14 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.

THE PLAN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF BIOVEST. 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.

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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.

" 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.

" 2008 Secured Debentures" means the 15% Secured Convertible Debentures Due March 31, 2010, issued by Biovest to the 2008 Secured Debentures Holders in September and October 2008, in the non-converted aggregate principal amount of $1,450,000.00 (Kathleen M. O' Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O' Donnell, Jr. ($100,000.00), Ronald E. Osman ($400,000.00), Philip E. Rosensweig ($300,000.00), and Valens U.S. ($650,000.00)).

" 2008 Secured Debentures Allowed Class 4 Claim" has the meaning ascribed to such term in Article 5.5.1 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 Biovest, Accentia, the 2008 Secured Debentures Holders, or Laurus/Valens 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, collectively, Kathleen M. O' Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O' Donnell, Jr., Ronald E. Osman, Philip E. Rosensweig, and Valens U.S.

" 2008 Secured Debentures Plan Note" has the meaning ascribed to such term in Article 5.5.1.1 of the Plan.

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" 2008 Secured Debentures Warrants" means the Common Stock Purchase Warrants for the purchase of shares of Biovest 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 Allowed Class 3 Claim" has the meaning ascribed to such term in Article 5.4.1 of the Plan.

" Accentia Bankruptcy Cases" means, collectively, the jointly administered cases of the Accentia Debtors currently pending before the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, which cases were commenced by the Accentia 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 Confirmation Order" means the order of the Bankruptcy Court in the Bankruptcy Cases confirming the Accentia Plan pursuant to Section 1129 and other applicable sections of the Bankruptcy Code, as such order may be amended, modified or supplemented.

" Accentia Debtors" means, collectively, Accentia, Analytica, TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc.

" Accentia Guaranty" has the meaning ascribed to such term in Article 5.3.2.5 of the Plan. The form of the Accentia Guaranty is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion.

" Accentia Plan" means the 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 dated as of August 16, 2010, and all exhibits thereto, as the same may be amended, supplemented, modified or amended and restated from time to time in accordance with the provisions of the Accentia Plan and the Bankruptcy Code.

" Accentia Prepetition Claims" means any and all Secured Claims and other Claims of Accentia represented by, relating to, or arising under or in connection with the Accentia Prepetition Loan Documents and the Accentia Royalty Agreement.

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

" 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.

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" Accentia Royalty Assignment Agreements" means the four (4) separate Assignment of Rights Under Royalty Agreements, each dated as of June 18, 2008, by and among Accentia, Biovest, Erato Corp., Valens U.S., Valens Offshore I, and PSource, as amended, modified or supplemented thereafter in accordance with their terms.

" Accentia Royalty Termination Agreement" means the Royalty Termination Agreement by and between Reorganized Biovest and 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 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.

" Administrative Expense" means (a) any cost or expense of administration of the Biovest Bankruptcy Cases under Section 503(b) or 507(a)(1) of the Bankruptcy Code, to the extent 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 Biovest 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 the DIP Loan Claims, 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 11. 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

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interest of an application, motion, request or other Bankruptcy Court-approved pleading for allowance of any Administrative Expense Claim, including as established in the Biovest 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 Biovest 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, any of their respective Properties or Estates, or the Biovest Estate, 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 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 Person whether by contract or otherwise. When used in the Plan as relating to the Debtors, the term " Affiliate" has the meaning ascribed to such term in Section 101(2) of the Bankruptcy Code.

" Allowed Amount" means the dollar amount in which a Claim is allowed.

" Allowed Claim" means a Claim or that portion of a Claim which is not a Disputed Claim or a Disallowed Claim and (a) as to which a Proof of Claim was filed with the Clerk' s Office on or before the Bar Date or the Governmental Unit Bar Date, as applicable, or, by order of the Bankruptcy Court, was not required to be so filed, or (b) as to which no Proof of Claim was filed with the Clerk' s Office on or before the Bar Date or the Governmental Unit Bar Date, as applicable, but which has been or hereafter is listed by the Debtors in the Schedules as liquidated in amount and not disputed or contingent, and, in the case of subparagraph (a) and (b) above, as to which either (i) no objection to the allowance of such Claim has been filed within the time allowed for the making
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