EX-2.1 2 0002.txt REORGANIZATION PLAN DATED MARCH 17, 1998 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS ) In re: ) Chapter 11 ) CAMBEX CORPORATION, ) Case No. 97- 19640-CJK ) Debtor ) ) REORGANIZATION PLAN (MARCH 17, 1998) OF CAMBEX CORPORATION BROWN, RUDNICK, FREED & GESMER, P.C. Attorneys for Cambex Corporation Debtor-in-Possession One Financial Center Boston, MA 02111 617-856-8200 JOSEPH F. RYAN STEVEN D. POHL FRANK RUDY COOPER DATED: Waltham, Massachusetts March 17, 1998 TABLE OF CONTENTS INTRODUCTION 1 ARTICLE I -- DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME 1 A. SCOPE OF DEFINITIONS 1 B. DEFINITIONS 1 C. RULES OF INTERPRETATION 5 D. COMPUTATION OF TIME 5 ARTICLE II -- CLASSIFICATION OF CLAIMS AND INTERESTS 5 A. INTRODUCTION 5 B. UNCLASSIFIED CLAIMS (NOT ENTITLED TO VOTE ON THE PLAN) 6 1. Administrative Claims 6 2. Priority Tax Claims 6 C. UNIMPAIRED CLASSES OF CLAIMS (NOT ENTITLED TO VOTE ON THE PLAN) 6 1. Class 1: Other Priority Claims 6 2. Class 3: Priority Employee Benefit Plan Claims 6 D. IMPAIRED CLASSES OF CLAIMS (ENTITLED TO VOTE ON THE PLAN) 7 1. Class 2: Secured Claims 7 2. Class 4: All Other General Unsecured Claims 7 E. UNIMPAIRED CLASS OF INTERESTS (NOT ENTITLED TO VOTE ON THE PLAN) 7 1. Class 5: All Stockholder Interests 7 ARTICLE III -- TREATMENT OF CLAIMS AND INTERESTS 7 A. UNCLASSIFIED CLAIMS 7 1. Administrative Claims 7 2. Priority Tax Claims 7 B. UNIMPAIRED CLASSES OF CLAIMS 8 1. Class 1: Other Priority Claims 8 2. Class 3: General Unsecured Claims Less Than or Equal to $500 8 C. IMPAIRED CLASSES OF CLAIMS 8 1. Class 2: Secured Claims 8 2. Class 4: General Unsecured Claims Exceeding $500 9 D. UNIMPAIRED CLASS OF INTERESTS 9 1. Class 5: All Stockholder Interests 9 ARTICLE IV -- MEANS FOR IMPLEMENTATION OF THE PLAN 10 A. REVESTING OF ASSETS 10 B. SUBSTANTIAL CONTRIBUTION COMPENSATION AND EXPENSES BAR DATE 10 C. EXCLUSIVITY PERIOD 10 D. RETAINED LITIGATION 10 E. EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS 10 F. LIMITATION ON ISSUANCE OF STOCK OPTIONS . 11 ARTICLE V -- ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR INTERESTS 11 A. CLASSES ENTITLED TO VOTE 11 B. CLASS ACCEPTANCE REQUIREMENT 11 C. CRAMDOWN 11 ARTICLE VI -- DESCRIPTION OF SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN 12 A. COMMON STOCK 12 B. REGISTRATION 12 ARTICLE VII -- PROVISIONS GOVERNING DISTRIBUTIONS 12 A. DATE OF DISTRIBUTIONS 12 B. INTEREST ON CLAIMS 12 C. DISBURSING AGENT 12 D. MEANS OF CASH PAYMENT 13 E. DELIVERY OF DISTRIBUTIONS 13 F. NO VOTING BY DISBURSING AGENT 13 ARTICLE VIII -- TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 13 A. ASSUMED CONTRACTS AND LEASES 13 B. PAYMENTS RELATED TO ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES; BAR TO PRECONFIRMATION DATE CLAIMS 14 C. REJECTED CONTRACTS AND LEASES 14 D. BAR TO REJECTION DAMAGES 14 E. UNIDENTIFIED EXECUTORY CONTRACTS AND UNEXPIRED LEASES 14 ARTICLE IX CONDITIONS PRECEDENT 15 A. CONDITIONS To THE CONFIRMATION DATE 15 B. CONDITIONS To THE CONSUMMATION DATE 15 C. WAIVER OF CONDITIONS To THE CONFIRMATION DATE OR CONSUMMATION DATE 16 ARTICLE X -- PROCEDURES FOR RESOLVING AND TREATING DISPUTED AND CONTINGENT CLAIMS 16 A. NO DISTRIBUTIONS PENDING ALLOWANCE 16 B. DISTRIBUTION RESERVE 16 C. DISTRIBUTIONS AFTER ALLOWANCE 17 ARTICLE XI -- MODIFICATIONS AND AMENDMENTS 17 A. MODIFICATION OF THE PLAN 17 ARTICLE XII -- RETENTION OF JURISDICTION 17 ARTICLE XIV -- MISCELLANEOUS PROVISIONS 18 A. SETOFFS 18 B. WITHHOLDING AND REPORTING REQUIREMENTS 19 C. DISCHARGE OF CAMBEX 19 D. COMMITTEES 19 E. BINDING EFFECT 19 F. REVOCATION, WITHDRAWAL OR NONCONSUMMATION 19 1. Right To Revoke Or Withdraw 19 2. Effect Of Withdrawal, Revocation, Or Nonconsummation 19 G. CHARTER AMENDMENT 20 H. NOTICES 20 I. PREPAYMENT 20 J. TERM OF INJUNCTIONS OR STAYS 20 J. GOVERNING LAW 21 INTRODUCTION Cambex Corporation, debtor-in-possession in the above-captioned Chapter 11 reorganization case ("Cambex"), hereby proposes the following reorganization plan for the resolution of Cambex's outstanding creditor Claims and equity Interests. Reference is made to the Disclosure Statement (as that term is defined herein) for results of operations, projections for future operations, risk factors, a summary and analysis of the Plan, and certain related matters. Pursuant to Section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from a holder of a Claim or Interest until such time as the Disclosure Statement has been approved by the Bankruptcy Court and distributed to holders of Claims and holders of Interests. All holders of Claims and holders of Interests are encouraged to read the Plan and the Disclosure Statement in their entirety before voting to accept or reject the Plan. ARTICLE I DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME A. Scope Of Definitions For purposes of this Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meanings ascribed to them in this Article I of the Plan. Any term used in the Plan that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the context requires, such terms shall include the plural as well as the singular number, the feminine gender shall include the masculine, and the masculine gender shall include the feminine. B. Definitions 1. "Administrative Claim" means a Claim for payment of an administrative expense of a kind specified in Section 503(b) of the Bankruptcy Code and entitled to priority pursuant to Section 507(a)(l) of the Bankruptcy Code, including, but not limited to, the actual, necessary costs and expenses, incurred after the Petition Date, of preserving Cambex's Estate and operating the business of Cambex, including wages, salaries, or commissions for services rendered after the commencement of the Chapter 11 Case, Professional Fees, and all fees and charges assessed against the Estate under chapter 123 of title 28, United States Code, and all Allowed Claims that are entitled to be treated as Administrative Claims pursuant to a Final Order of the Bankruptcy Court under Section 546(c)(2)(A) of the Bankruptcy Code. For distribution purposes under the Plan, Administrative Claims shall include Cure payments with respect to executory contracts and unexpired leases to be assumed under the Plan pursuant to Section 365 of the Bankruptcy Code. 2. "Allowed Administrative Claim" means an Allowed Claim that is an Administrative Claim. 3. "Allowed Claim" means a Claim or any portion thereof (a) that has been allowed by a Final Order, (b) either (x) that is Scheduled, other than a Claim that is Scheduled at zero or as disputed, contingent or unliquidated, or (y) for which a proof of claim has been timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, any Final Order of the Bankruptcy Court, or other applicable bankruptcy law, and as to which either (i) no objection to its allowance has been filed within the periods of limitation fixed by the Bankruptcy Code or by any Final Order of the Bankruptcy Court or (ii) any objection to its allowance has been settled or withdrawn, or has been denied by a Final Order, or (c) that is expressly allowed in the Plan. 4. "Allowed Class ... Claim" means an Allowed Claim in the particular Class described. 5. "Allowed Class ... Interest" means an Interest in the particular Class described (a) that has been allowed by a Final Order, (b) for which (i) no objection to its allowance has been filed within the periods of limitation fixed by the Bankruptcy Code or by any Final Order of the Bankruptcy Court or (ii) any objection to its allowance has been settled or withdrawn, or (c) that is expressly allowed in the Plan. 6. "Ballot" means each of the forms that will be distributed with the Disclosure Statement to holders of Claims and holders of Interests in Classes that are impaired under the Plan and entitled to vote under Article V.A. hereof in connection with the solicitation of acceptances of the Plan. 7. "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended and codified in Title 11 of the United States Code, 11 U.S.C. l01-l330. 8. "Bankruptcy Court" means the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) or such other court as may have jurisdiction over the Chapter 11 Case. 9. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the Federal Rules of Civil Procedure, as amended, as applicable to the Chapter 11 Case or proceedings therein, and the Local Rules of the Bankruptcy Court, as applicable to the Chapter 11 Case or proceedings therein as the case may be. 10. "Business Day" means any day, excluding Saturdays, Sundays, and legal holidays, on which national banks are open for business in Boston, Massachusetts. 11. "Cash" means legal tender of the United States. 12. "Cambex" means Cambex Corporation, debtor and debtor-in-possession, prior to the Consummation Date. 13. "Chapter 11 Case" means the Chapter 11 Case of Cambex pending in the Bankruptcy Court and bearing case number 97-19640-CJK. 14. "City" means the City of Poughkeepsie, New York, which holds a prepetition tax lien on certain land in the City of Poughkeepsie that is owned by Cambex. 15. "City Secured Claim" means the Secured Claim of the City. 16. "Claim" means a claim against Cambex, whether or not asserted, as defined in Section 101(5) of the Bankruptcy Code. 17. "Class" means a category of holders of Claims or holders of Interests described in Article II. 18. "Common Stock" means the shares of common stock of Cambex now or in the future authorized under Cambex' articles of organization. 19. "Confirmation Date" means the date on which the Confirmation Order is entered by the Bankruptcy Court. 20. "Confirmation Order" means the order, entered by the Bankruptcy Court, confirming the Plan. 21. "Confirmation Hearing" means the hearing on confirmation of the Plan under Section 1128 of the Bankruptcy Code. 22. "Consummation Date" means the Business Day on which all conditions to the consummation of the Plan set forth in Article IX.B hereof have been satisfied or waived as provided in Article IX.C hereof, as set forth on a certificate to be filed with the Court by the Proponent, provided that the Consummation Date shall be not more than thirty (30) days after the Confirmation Date, unless otherwise authorized by the Bankruptcy Court. 23. "Creditors' Committee" means the Official Committee Of Unsecured Creditors appointed in this Chapter 11 Case on or about October 31, 1997 to represent unsecured creditors of Cambex, as such Committee may be constituted from time to time. 24. "Cure" means the distribution of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, with respect to the assumption of an executory contract or unexpired lease, pursuant to Section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary obligations, without interest and irrespective of any otherwise applicable penalty rate, or such other amount as may be agreed upon by the parties, under such executory contract or unexpired lease, to the extent such obligations are enforceable under the Bankruptcy Code and applicable bankruptcy law. 25. "Disallowed Claim" means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order, (b) a Claim that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which no proof of claim has been filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or other applicable bankruptcy law, or (c) a Claim that has not been Scheduled and as to which no proof of claim has been filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or other applicable bankruptcy law. 26. "Disbursing Agent" means the Person(s) designated by Cambex to serve as a Disbursing Agent under Article VII of the Plan. Cambex may designate Reorganized Cambex as the Disbursing Agent. The Disbursing Agent shall be deemed to include American Stock Transfer Company in its capacity as the transfer agent, registrar or any similar function for either Cambex or Reorganized Cambex. 27. "Disclosure Statement" means the written disclosure statement(s) that relate to the Plan, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement(s) may be amended, modified, or supplemented from time to time. 28. "Disputed Claim" means a Claim, or any portion thereof, that is neither an Allowed Claim nor a Disallowed Claim. 29. "Distribution Reserve" means all Cash, Common Stock, and other property that would have been distributed on or after the Consummation Date to the holders of Disputed Claims, if such Disputed Claims had, in fact, then been allowed (rather than disputed as of the date of such distribution), but which amount is instead held by the Disbursing Agent, pending resolution of such Disputed Claims. 30. "ERISA" means the Employee Retirement Income Security Act of 1974, 29 U.S.C. 1301 et seq., as amended. 31. "Estate" means the estate of Cambex in its Chapter 11 Case, pursuant to Section 541 of the Bankruptcy Code. 32. "Face Amount" means, (a) when used in reference to a Disputed or Disallowed Claim or Interest, the full stated amount or the full stated number of shares asserted by the holder in any proof of Claim or Interest, as the case may be, timely filed with the Bankruptcy Court or otherwise deemed timely filed by any Final Order of the Bankruptcy Court or other applicable bankruptcy law, and (b) when used in reference to an Allowed Claim or Interest, the allowed amount or number of shares of such Claim or Interest, as the case may be. 33. "Final Order" means an order or judgment, the operation or effect of which has not been stayed, reversed, or amended and as to which order or judgment (or any revision, modification, or amendment thereof) the time to appeal or seek review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending. 34. "Fiscal Year" means, with respect to Cambex, the fiscal year ending December 31 of each year, or such other fiscal year as Cambex may designate. 35. "Interest" means the right of a holder and owner of issued and outstanding shares of Common Stock of Cambex authorized and issued prior to the Confirmation Date and outstanding on the Confirmation Date. 36. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended. 37. "Other Priority Claims" means all claims entitled to priority pursuant to Section 507(a) of the Bankruptcy Code other than Priority Tax Claims or Administrative Claims. 38. "Other Secured Claims" means Secured Claims, if any, other than the City Secured Claim. 39. "Person" means an individual, corporation, partnership, joint venture, association, joint stock company, trust, estate, unincorporated organization, or other entity. 40. "Petition Date" means October 10, 1997, the date on which Cambex filed its petition for reorganization commencing the Chapter 11 Case. 41. "Plan" means this reorganization plan proposed by Cambex for the resolution of Cambex's outstanding creditor Claims and equity Interests in this Chapter 11 Case, as such plan may be modified from time to time in accordance with the Bankruptcy Code. 42. "Priority Tax Claim" means a Claim entitled to priority pursuant to Section 507(a)(8) of the Bankruptcy Code. 43. "Professional Fees" means a Claim of a professional, retained in the Chapter 11 Case, pursuant to Sections 327 and 1103 of the Bankruptcy Code or otherwise, for compensation or reimbursement of costs and expenses relating to services incurred prior to and including the Confirmation Date as, when and to the extent any such Claim is approved by a Final Order entered pursuant to Sections 330, 331, 503(b), or 1103 of the Bankruptcy Code. 44. "Proponent" means Cambex. 45. "Pro Rata" means, at any time, the proportion that the Face Amount of a Claim or Interest in a particular Class bears to the aggregate Face Amount of all Claims or Interests, as the case may be (including Disputed Claims or Interests, but excluding Disallowed Claims or Interests), in such Class, unless the Plan provides otherwise. 46. "Reinstated" or "Reinstatement" means leaving unaltered the legal, equitable and contractual rights to which a Claim entitles the holder of such Claim so as to leave such Claim unimpaired in accordance with Section 1124 of the Bankruptcy Code, thereby entitling the holder of such Claim to, but not more than, (a) reinstatement of the original maturity of the obligations on which such Claim is based, and (b) payment of an amount of Cash consisting solely of the sum of(i) matured but unpaid principal installments, without regard to any acceleration of maturity, accruing prior to the Consummation Date, (ii) accrued but unpaid interest as of the Petition Date, (iii) interest on the amount of unpaid principal installments accruing on and after the Petition Date and through the Consummation Date calculated at the simple nondefault interest rate as set forth in any agreement between Cambex and the holder of such Claim, and (iv) reasonable fees, expenses and charges, to the extent such fees, expenses and charges are allowed under the Bankruptcy Code and are provided for in the agreement or agreements on which such Claim is based; provided, however, that any contractual right that does not pertain to the payment when due of principal and interest on the obligation on which such Claim is based, including, but not limited to, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation and affirmative covenants regarding corporate existence prohibiting certain transactions or actions contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not necessarily be reinstated in order to accomplish Reinstatement. 47. "Reorganized Cambex" means Cambex on and after the Consummation Date. 48. "Scheduled" means, with respect to any Claim or Interest, the status and amount, if any, of such Claim or Interest as set forth in the Schedules. 49. "Schedules" means the schedules of assets and liabilities and the statements of financial affairs filed in the Bankruptcy Court by Cambex on or about November 10, 1997, as such schedules or statements have been or may be further amended or supplemented from time to time in accordance with Bankruptcy Rule 1009. 50. "Secured Claim" means a Claim secured by a security interest in or lien upon property of the Estate to the extent of the value, as of the Consummation Date, or such later date as is established by the Bankruptcy Court, of such interest or lien as determined by a Final Order of the Bankruptcy Court pursuant to Section 506 of the Bankruptcy Code or as otherwise agreed upon in writing by Cambex and the holder of such Claim, subject to the effect of an election under Section 1111(b)(2) of the Bankruptcy Code. 51. "Unsecured Claim" means a Claim that is not an Administrative Claim, Priority Tax Claim, Other Priority Claim, or Secured Claim. C. Rules Of Interpretation For purposes of the Plan (a) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or documents being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions, (b) any reference in the Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified, or supplemented, (c) unless otherwise specified, all references in the Plan to Sections, Articles, Schedules, and Exhibits are references to Sections, Articles, Schedules, and Exhibits of or to the Plan, (d) the words "herein" and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan, and (e) captions and headings to Sections and Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan, and the rules of construction set forth in Section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply. D. Computation Of Time In computing any period of time prescribed or allowed by the Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall apply. ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS A. Introduction All Claims and Interests, except Administrative Claims and Priority Tax Claims, are placed in the Classes set forth below. In accordance with Section 1123(a)(l) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims, as defined below, have not been classified. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class, and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Consummation Date. B. Unclassified Claims (not entitled to vote on the Plan) 1. Administrative Claims 2. Priority Tax Claims C. Unimpaired Classes Of Claims (not entitled to vote on the Plan) 1. Class 1: Other Priority Claims Class 1 consists of Other Priority Claims. 2. Class 3: General Unsecured Claims Less than or Equal to $500 (Convenience Class) Class 3 consists of all Unsecured Claims less than or equal to $500. D. Impaired Classes Of Claims (entitled to vote on the Plan) 1. Class 2: Secured Claims Class 2 consists of all Secured Claims, including the City Secured Claim and Other Secured Claims, if any. Each holder of a Class 2 Secured Claim shall be treated as a separate class for all purposes under the Plan. 2. Class 4: All Other General Unsecured Claims Class 4 consists of all Unsecured Claims exceeding $500 E. Unimpaired Class Of Interests (not entitled to vote on the Plan) 1. Class 5: All Stockholder Interests Class 5 consists of all Interests with respect to Common Stock. ARTICLE III TREATMENT OF CLAIMS AND INTERESTS A. Unclassified Claims 1. Administrative Claims On the Consummation Date, or as soon thereafter as practicable, a holder of an Allowed Administrative Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Administrative Claim, (a) Cash equal to the unpaid portion of such Allowed Administrative Claim, or (b) such other treatment as to which Cambex or Reorganized Cambex and such holder shall have agreed upon in writing; provided, however, that Allowed Administrative Claims with respect to liabilities incurred by Cambex in the ordinary course of its business during the Chapter 11 Case shall be paid by Reorganized Cambex in the ordinary course of business in accordance with the terms and conditions of any agreements relating thereto. 2. Priority Tax Claims On the Consummation Date, or as soon thereafter as practicable, a holder of an Allowed Priority Tax Claim shall be entitled to receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Priority Tax Claim, either, at the option of Cambex or Reorganized Cambex, (a) Cash equal to the unpaid portion of such Allowed Priority Tax Claim, or (b) deferred Cash payments in an aggregate principal amount equal to the unpaid portion of such Allowed Priority Tax Claim plus interest thereon at a rate to be determined by the Bankruptcy Court from the Consummation Date through the date of payment thereof, or (c) such other treatment as to which Cambex or Reorganized Cambex and such holder shall have agreed upon in writing. If deferred Cash payments are made to a holder of an Allowed Priority Tax Claim, payments of principal shall be made in annual installments, each such installment amount being equal to ten percent (10%) of such Allowed Priority Tax Claim plus accrued and unpaid interest with the first payment to be due on the Consummation Date or as soon thereafter as practicable, and subsequent payments to be due on the anniversary of the first payment date or as soon thereafter as is practicable; provided, however, that any installments remaining unpaid on the date that is six (6) years after the date of assessment of the tax that is the basis for the Allowed Priority Tax Claim shall be paid on the first Business Day following such date, together with any accrued and unpaid interest to the date of payment; and, provided further, that Reorganized Cambex reserves the right to pay any Allowed Priority Tax Claim, or any remaining balance of any Allowed Priority Tax Claim, in full at any time on or after the Consummation Date without premium or penalty; and, provided further, that no holder of an Allowed Priority Tax Claim shall be entitled to any payments on account of any pre-Consummation Date interest accrued on or penalty arising after the Petition Date with respect to or in connection with such Allowed Priority Tax Claim. B. Unimpaired Classes Of Claims 1. Class 1: Other Priority Claims On the Consummation Date, or as soon thereafter as practicable, a holder of an Allowed Class 1 Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class 1 Claim (a) Cash equal to the unpaid amount of such Allowed Class 1 Claim; or (b) such other treatment as to which Cambex or Reorganized Cambex and such holder shall have agreed upon in writing; or (c) at the option of Reorganized Cambex, such Claims shall be Reinstated. 2. Class 3: General Unsecured Claims Less Than or Equal to $500 On the Consummation Date, or as soon thereafter as practicable, a holder of an Allowed Class 3 Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class 3 Claim, Cash payments totaling 100% of the unpaid amount of such Allowed Class 3 Claim. C. Impaired Classes Of Claims 1. Class 2: Secured Claims a. Class 2.01 City Secured Claim. In full satisfaction, settlement, release, and discharge of and in exchange for the Allowed Class 2.01 Claim and any and all other Claims of the City, secured or unsecured, the City shall be entitled to receive and retain the collateral securing its claim. b. Classes 2.02 et seq. Other Secured Claims Each Other Secured Claim, if any, shall be classified as a subclass under Class 2 (which for all purposes, including voting, under the Plan shall be considered a separate class). On the Consummation Date, or as soon thereafter as practicable, the holder of an Allowed Class 2.02 Claim, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class 2.02 Claim, shall, in the sole discretion of Cambex, (a) retain its liens securing its Allowed Class 2.01 Claim and receive deferred Cash payments totaling at least the unpaid portion of such Allowed Class 2.02 Claim, of a value, as of the Consummation Date, equal to the value of such holder's interest in the Estate's interest in the collateral securing the Class 2.02 Claim, (b) upon abandonment by Reorganized Cambex receive and retain the collateral securing the Class 2.02 Claim, (c) receive payments or liens amounting to the indubitable equivalent of the value of such holder's interest in the Estate's interest in the collateral securing the Class 2.02 Claim, (d) be Reinstated, or (e) receive such other treatment as Cambex and such holder shall have agreed upon in writing as announced at or prior to the Confirmation Hearing. 2. Class 4: General Unsecured Claims Exceeding $500 A holder of a Class 4 Claim (Allowed or Disputed), in full satisfaction, settlement, release, and discharge of and in exchange for such Class 4 Claim (to the extent such claim is or becomes an Allowed Class 4 Claim), may elect, at the time such holder casts its ballot, treatment under either Class 4 Option A or Class 4 Option B, as described below. Any holder of a Class 4 Claim who does not make such an election shall be deemed to have elected Class 4 Option A. a. Class 4 Option A. A holder electing treatment under Class 4 Option A shall receive Cash payments totaling 100% of such Allowed Class 4 Claim, without interest, in thirty (30) consecutive monthly payments, with the first such payment to be made on the date six months after the Consummation Date, and succeeding payments as the same day of each month thereafter until paid. The first six (6) payments shall be equal to two and one-half(2.5%) percent of such Allowed Class 4 Claim; the next twenty- three (23) payments shall be equal to three and one- half (3.5%) percent of such Allowed Class 4 Claim; and the last payment shall be equal to four and one-half percent of such Allowed Class 4 Claim. b. Class 4 Option B. A holder electing treatment under Class 4 Option B shall receive (i) Cash payments equal to 80% of such Allowed Class 4 Claim on the terms described below (the "Cash Portion"); and (ii) two shares of Common Stock for every one dollar ($1.00) of such Allowed Class 4 Claim in excess of the Cash Portion (i.e., 20% of the Allowed Class 4 Claim) (the "Stock Portion"). The Cash Portion shall be paid, without interest, in thirty (30) consecutive monthly payments, with the first such payment to be made on the date six (6) months after the Consummation Date, and succeeding payments on the same day of each month thereafter until paid. The first six (6) payments shall be equal to two percent (2%) of such Allowed Class 4 Claim; and the next twenty-four (24) payments shall be equal to 2 5/6% of such Allowed Class 4 Claim. The Stock Portion shall be issued on the Consummation Date, or as soon as practicable thereafter. If the financing obtained by the Debtor in connection with the Plan is to be equity financing, each holder electing Class 4 Option B will be given the opportunity to change its election to Class 4 Option A after receiving a description of the terms of the equity financing. Those terms shall be distributed to holders electing Class 4 Option B by Federal Express on the day following entry of the order confirming the Plan, and such holders will have a period of fourteen (14) calendar days after receipt thereof to change their election to Class 4 Option A. The form of disclosure of the terms of the equity financing shall be filed by the Debtor no later than April 20, 1998 at 12:00 p.m. and any issues as to the adequacy thereof shall be heard at the Confirmation Hearing. c. Issuance of Common Stock to Disbursing Agent on Account of Disputed Claims. On the Consummation Date, shares of Common Stock shall be issued to the Disbursing Agent and held in the Distribution Reserve in accordance with Article X of the Plan, for the benefit of the holders of Disputed Class 4 Claims, in sufficient number to satisfy the requirements of Class 4 Option B with respect to such Disputed Claims. D. Unimpaired Class Of Interests 1. Class 5: All Stockholder Interests Holders of Class 5 Stockholder Interests shall retain their Common Stock. ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN A. Revesting Of Assets All property of Cambex shall vest in Reorganized Cambex free and clear of all liens, encumbrances, Claims and Interests, except as otherwise expressly provided in this Plan or the Confirmation Order. Thereafter, Reorganized Cambex may operate its business and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. Without limiting the foregoing, Reorganized Cambex may, without application to or approval by the Bankruptcy Court, pay fees that are incurred after the Confirmation Date for professional fees and expenses. B. Substantial Contribution Compensation And Expenses Bar Date Any person or entity who requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Case pursuant to Sections 503(b)(3), (4), and (5) of the Bankruptcy Code must file a request with the clerk of the Bankruptcy Court, on or before 4:00 p.m. Eastern Time on May 8, 1998 or be forever barred from seeking such compensation or expense reimbursement. C. Exclusivity Period Cambex shall retain the exclusive right to amend or modify the Plan and to solicit acceptances of any amendments to or modifications of the Plan, through and until the Consummation Date. D. Retained Litigation In accordance with Section 1123(b)(3) of the Bankruptcy Code, Cambex (and, after the Consummation Date, Reorganized Cambex) shall retain and may enforce all claims, rights of action, suits, and proceedings, whether in law or in equity, whether known or unknown, that Cambex or the Estate may hold against any entity. Cambex or any of its successors may pursue such retained litigation claims in accordance with the best interests of Cambex or its successors who hold such rights of action. E. Effectuating Documents; Further Transactions The President, or any other appropriate officer of Cambex or Reorganized Cambex shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, indenture, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Clerk or Assistant Clerk of Cambex or Reorganized Cambex, as the case may be, shall be authorized to certify or attest to any of the foregoing actions, if necessary. F. Limitation on Issuance of Stock Options Until such time as holders of Allowed Class 4 Claims that have elected treatment under Class 4 Option B have been paid in Cash an amount equal to fifty percent (50%) of their Allowed Class 4 Claims, the following limitations shall apply to the issuance of stock options to officers, directors and employees of Reorganized Cambex: (i) Reorganized Cambex may issue stock options exercisable for no more than 1,000,000 shares of Common Stock, and (ii) the stock options must be exercisable at a price which is not less than the greater of (a) $.50 per share of Common Stock and (b) the market value per share of the Common Stock at the time of the issuance of the options; provided, however, that notwithstanding the foregoing limitation, Reorganized Cambex may issue stock options exercisable for no more than 500,000 shares (in addition to the 1,000,000 shares described in the foregoing limitation) without any price limitation, provided further that no stock options with respect to such 500,000 shares may be issued to Joseph F. Kruy, the President of Cambex (or any Person that he owns or controls). None of the foregoing limitations shall apply after holders of Allowed Class 4 Claims electing treatment under Class 4 Option B have received cash equal to fifty percent (50%) of their Allowed Class 4 claims. ARTICLE V ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR INTERESTS A. Classes Entitled To Vote Each impaired Class shall be entitled to vote to accept or reject the Plan. Any unimpaired Class of Claims shall be deemed to have accepted the Plan and shall not be entitled to vote to accept or reject the Plan. B. Class Acceptance Requirement Under Section 1126(c) of the Bankruptcy Code, an impaired Class of Claims has accepted the Plan if the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class who have voted on the Plan, have voted to accept the Plan. Under Section 1126(d) of the Bankruptcy Code, an impaired Class of Interests has accepted the Plan if the holders of at least two-thirds (2/3) in amount of the Interests of such Class who have voted on the Plan, have voted to accept the Plan. C. Cramdown Cambex hereby requests confirmation of the Reorganized Plan, as it may be modified from time to time, under Section 1129(b) of the Bankruptcy Code, if necessary. ARTICLE VI DESCRIPTION OF SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN A. Common Stock The Common Stock to be issued by Reorganized Cambex under the Plan shall be from the same class of securities as Cambex's presently outstanding Common Stock, the essential terms of which are as follows: Par Value $.10 per share Voting One vote per share Preemptive Rights None Transfer Limitations None B. Registration The Common Stock issued pursuant to the Plan, like the Common Stock already issued and outstanding, upon issuance will be registered under Section 12(g) of the Securities Exchange Act of 1934. ARTICLE VII PROVISIONS GOVERNING DISTRIBUTIONS A. Date Of Distributions Distributions under the Plan shall be made as provided under the other relevant provisions of the Plan, except as otherwise provided for herein or ordered by the Bankruptcy Court. B. Interest On Claims Unless otherwise specifically provided for in the Plan or Confirmation Order, or required by applicable bankruptcy law, interest shall not accrue on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid upon any Disputed Claim in respect of the period from the Petition Date to the date a final distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim. C. Disbursing Agent The Disbursing Agent shall make all distributions required under this Plan (subject to the provisions of Article VI hereof). The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. If otherwise so ordered, all costs and expenses of procuring any such bond shall be paid by Reorganized Cambex. D. Means Of Cash Payment Cash payments made pursuant to this Plan shall be in U.S. funds, by the means agreed to by the payor and the payee, including by check or wire transfer, or, in the absence of an agreement, such commercially reasonable manner as the payor shall determine in its sole discretion. E. Delivery Of Distributions Distributions to holders of Allowed Claims shall be made by the Disbursing Agent (a) at the addresses set forth on the proofs of claim filed by such holders (or at the last known addresses of such holders if no proof of claim is filed or if Cambex or Reorganized Cambex has been notified of a change of address), (b) at the addresses set forth in any written notices of address changes delivered to the Disbursing Agent after the date of any related proof of claim, or (c) at the addresses reflected in the Schedules if no proof of claim has been filed and the Disbursing Agent has not received a written notice of a change of address. If any holder's distribution is returned as undeliverable, no further distributions to such holder shall be made unless and until the Disbursing Agent is notified of such holder's then current address, at which time all missed distributions shall be made to such holder without interest. Amounts in respect of undeliverable distributions made through the Disbursing Agent shall be returned to Reorganized Cambex until such distributions are claimed. All claims for undeliverable distributions shall be made on or before the second anniversary of the date of such distribution. After such two year period with respect to any distribution, all property then unclaimed shall revert to Reorganized Cambex and the claim of any holder or successor to such holder with respect to such property shall be discharged and forever barred notwithstanding any federal or state escheat laws to the contrary. F. No Voting By Disbursing Agent Neither the Disbursing Agent, nor any other party, shall be entitled to vote any shares of the Common Stock held by the Disbursing Agent, whether in the Distribution Reserve or otherwise. In the event that any matter requires approval by the shareholders of Reorganized Cambex prior to the distribution of all shares of Common Stock held by the Disbursing Agent, the shares of Common Stock held by the Disbursing Agent shall be deemed only for voting purposes not to have been issued. ARTICLE VIII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Assumed Contracts And Leases All executory contracts and unexpired leases specifically listed on the schedule of assumed contracts and leases attached hereto as Exhibit A shall be deemed automatically assumed as of the Consummation Date. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such assumptions, pursuant to Section 365 of the Bankruptcy Code. Each executory contract and unexpired lease that is assumed and relates to the use or occupancy of real property shall include (a) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affect such executory contract or unexpired lease and (b) all executory contracts or unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements or franchises, and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements have been rejected pursuant to a Final Order of the Bankruptcy Court or is listed on the schedule of rejected contracts and leases attached hereto as Exhibit B. B. Payments Related To Assumption Of Executory Contracts And Unexpired Leases; Bar to PreConfirmation Date Claims Any monetary amounts by which each executory contract and unexpired lease to be assumed under the Plan may be in default shall be satisfied, under Section 365(b)(l) of the Bankruptcy Code by Cure. Exhibit A sets forth as to each executory contract and unexpired lease whether such contract or lease is, in Cambex's opinion, in default, and the amount, if any, required to Cure. By Order dated March 19, 1998, the Bankruptcy Court established April 20, 1998, as the deadline for other parties to such contracts and leases to file objections to assumption (and, where applicable, assignment) of such contracts and leases, including any disagreements with Cambex as to whether such contracts or leases are in default, the amount required to Cure, if any, and the adequacy of future performance assurances, and any other objections. Any party who fails to file such an objection timely is and shall be forever barred from objecting to assumption (and, where applicable, assignment), and from asserting any claim arising out of a default prior to the Confirmation Date; provided only that, as to any default acknowledged by Cambex on Exhibit A, Cure shall be made in accordance with the terms set forth on Exhibit A. Any dispute regarding (i) whether or not an executory contract or unexpired lease is in default, (ii) the nature or the amount of any Cure, (iii) the ability of Reorganized Cambex to provide "adequate assurance of future performance" (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (iv) any other matter pertaining to assumption (and, where applicable, assignment) shall be heard and determined by the Bankruptcy Court, and, except to the extent determination of a particular dispute is deferred with the consent of Cambex, all such disputes shall be determined no later than the Confirmation Date, and the Confirmation Order shall constitute an order determining all such disputes. C. Rejected Contracts And Leases All executory contracts and unexpired leases specifically listed on the schedule of rejected contracts and leases attached hereto as Exhibit B shall be deemed automatically rejected as of the Consummation Date. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such rejections, pursuant to Section 365 of the Bankruptcy Code. D. Bar To Rejection Damages By order dated March 19, 1998, the Bankruptcy Court established April 20, 1998, as the deadline for other parties to executory contracts and unexpired leases which Cambex proposes to reject to file proofs of claims arising from the rejection of such contracts or leases. E. Unidentified Executory Contracts and Unexpired Leases Any executory contract or unexpired lease of Cambex which is not specifically listed on either Exhibit A or B, shall be deemed to be automatically rejected as of the Consummation Date. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such rejection, pursuant to Section 365 of the Bankruptcy Code. No rejection shall affect the obligations of any party to Cambex under confidentiality covenants executed in favor of Cambex, which covenants shall survive rejection. ARTICLE IX CONDITIONS PRECEDENT A. Conditions To The Confirmation Date The following are conditions precedent to confirmation of the Plan that may be satisfied or waived in accordance with Article IX.C of the Plan: 1. The Bankruptcy Court shall have approved a disclosure statement with respect to the Plan in form and substance reasonably acceptable to the Proponent. 2. The Confirmation Order shall be in form and substance reasonably acceptable to the Proponent. B. Conditions To The Consummation Date The following are conditions precedent to the occurrence of the Consummation Date, each of which may be satisfied or waived in accordance with Article IX.C of the Plan: 1. The Confirmation Order shall have been entered by the Court and shall not be stayed, suspended, or vacated. 2. The Confirmation Order shall, among other things, provide that: a. The provisions of the Confirmation Order are nonseverable and mutually dependent; b. The Court shall approve the assumption or the assumption and assignment, as the case may be, of all executory contracts and unexpired leases proposed to be assumed or assumed and assigned by Cambex on the terms provided in the Plan, or substantially similar thereto, and all executory contracts or unexpired leases assumed (or assumed and assigned) by Cambex during the Chapter 11 Case or under the Plan and so designated by Cambex shall remain in full force and effect for the benefit of Reorganized Cambex, or any designated assignee and transferee as the case may be, notwithstanding any provision in such contract or lease (including those described in Sections 365(b) (2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer or that enables or requires termination of such contract or lease; c. The transfers of property by Cambex to Reorganized Cambex (i) are or shall be legal, valid, and effective transfers of property, (ii) vest or shall vest Reorganized Cambex with good title to such property free and clear of all liens, charges, Claims, encumbrances, or Interests, except as expressly provided in the Plan or Confirmation Order, (iii) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and (iv) do not and shall not subject Reorganized Cambex to any liability by reason of such transfer under the Bankruptcy Code or under applicable nonbankruptcy law, including, without limitation, any laws affecting successor or transferee liability; d. Except as expressly provided in the Plan, Cambex shall be discharged effective upon the Confirmation Date from any "debt" (as that term is defined in Section 101(12) of the Bankruptcy Code), and Cambex's liability in respect thereof is extinguished completely, whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or unfixed, matured or unmatured, disputed or undisputed, legal or equitable, or known or unknown, or that arose from any agreement of Cambex that has either been assumed or rejected in the Chapter 11 Case or pursuant to the Plan, or obligation of Cambex incurred before the Confirmation Date, or from any conduct of Cambex prior to the Confirmation Date, or that otherwise arose before the Confirmation Date, including, without limitation, all interest, if any, on any such debts, whether such interest accrued before or after the Petition Date; e. The Plan does not provide for the liquidation of all or substantially all of the property of Cambex and its confirmation is not likely to be followed by the liquidation of Reorganized Cambex or the need for further financial reorganization; and f. The Bankruptcy Court shall have determined that the Common Stock to be issued under the Plan and distributed by the Disbursing Agent in exchange for Claims against Cambex is exempt from registration under the Securities Act of 1933 pursuant to Section 1145 of the Bankruptcy Code, except to the extent that holders of any such securities are "underwriters," as that term is defined in Section 1145 of the Bankruptcy Code. 3. The Bankruptcy Court shall have estimated all Disputed Claims for purposes of establishing the Distribution Reserve. 4. No request for revocation of the Confirmation Order under Section 1144 of the Bankruptcy Code shall have been made, or, if made, shall remain pending. C. Waiver Of Conditions To The Confirmation Date Or Consummation Date The conditions set forth in Article IX.A and IX.B of the Plan may be waived by Cambex, without notice or a hearing. The failure to satisfy or waive any condition to the Confirmation Date or Consummation Date may be asserted by Cambex regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by Cambex) The failure of Cambex to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time. ARTICLE X PROCEDURES FOR RESOLVING AND TREATING DISPUTED AND CONTINGENT CLAIMS A. No Distributions Pending Allowance Notwithstanding any other provision of the Plan, no payments or distributions shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order; provided, however, where an objection is made only to a portion of a Claim and no timely objection is made to the balance of such Claim, such undisputed balance shall be treated as an Allowed Claim for purposes of distribution. B. Distribution Reserve The Disbursing Agent shall withhold the Distribution Reserve from the Cash and other property to be distributed under the Plan. As to any Disputed Claim, upon a request for estimation by Cambex or Reorganized Cambex, the Bankruptcy Court shall determine what amount is sufficient to include in the Distribution Reserve. Cambex shall request estimation for every Disputed Claim that is unliquidated or contingent and the estimated amount of such Claims shall be used to compute the Distribution Reserve. If Cambex elects not to request such an estimation from the Bankruptcy Court with respect to a Disputed Claim that is liquidated or contingent, the Distribution Reserve shall be computed based upon the Face Amount of such Claim. The Disbursing Agent shall also place in the Distribution Reserve any dividends, payments, or other distributions made on account of, as well as any obligations arising from, the property withheld as the Distribution Reserve under this Section, to the extent that such property continues to be withheld as Distribution Reserve at the time such distributions are made or such obligations arise. For purposes of establishing the Distribution Reserve disputed Cure amounts shall constitute Disputed Claims. C. Distributions After Allowance Payments and distributions from the Distribution Reserve to each holder of a Disputed Claim, to the extent that all or part of such Claim ultimately becomes an Allowed Claim shall be made in accordance with the provisions of the Plan governing the class of Claims to which the respective holder belongs. Promptly after the date that the order or judgment of the Bankruptcy Court allowing all or part of such Claim becomes a Final Order, the Disbursing Agent shall distribute to the holder of such Claim any Cash and other property in the Distribution Reserve that would have been distributed on or before the date the Disputed Claim becomes an Allowed Claim, had such Allowed Claim been then allowed. After a Final Order has been entered, or other final resolution has been reached, with respect to each and every Disputed Claim, (i) any Cash held in the Distribution Reserve shall become property of Reorganized Cambex, and (ii) any Common Stock shall be cancelled. ARTICLE XI MODIFICATIONS AND AMENDMENTS A. Modification Of the Plan Cambex may alter, amend, or modify the Plan or any Exhibits thereto under Section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date. After the Confirmation Date and prior to substantial consummation of the Plan as defined in Section 1101(2) of the Bankruptcy Code, Cambex may, under Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the disclosure statement approved with respect to the Plan, or the Confirmation Order, and such matters as may be necessary to carry out the purposes and effects of the Plan so long as such proceedings do not adversely affect the treatment of holders of Claims or holders of Interests under the Plan; provided, however, that prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or order of the Bankruptcy Court. ARTICLE XII RETENTION OF JURISDICTION After the Confirmation Date and until the Chapter 11 Case is closed: 1. The Bankruptcy Court shall retain jurisdiction over the Chapter 11 Case for the following purposes: a. to hear and determine any and all pending or future proceedings for the estimation of or objections to the allowance of Claims relating to events or transactions occurring on or prior to the Consummation Date; b. to consider and act on the compromise and settlement of any Claim against Cambex, or cause of action on behalf of Cambex's Estate provided, however, that there shall be no requirement that Cambex seek Bankruptcy Court approval of any such compromise and settlement; c. to hear and determine all pending or future controversies, suits, and disputes that may arise under the Plan, and controversies arising in connection with the interpretation of the Plan, including any and all schedules, documents, and exhibits hereto, or any documents intended to implement the provisions of the Plan; d. to hear and determine any and all applications for the allowance of compensation and reimbursement of expenses; e. to hear and determine any and all pending applications for rejection or assumption of executory contracts and unexpired leases to which Cambex is a party or with respect to which Cambex may be liable, and to hear and determine, if necessary, or to estimate or liquidate, any and all Claims arising therefrom or from assumption or rejection of executory contracts or unexpired leases pursuant to the Plan or otherwise; f. to consider any modifications of the Plan; g. to correct any defect, cure any omission, or reconcile any inconsistency in the Plan, including any Exhibit thereto, or in any order of the Bankruptcy Court, including the Confirmation Order, as may be necessary, to carry out the purposes and intent of the Plan and to implement and effectuate the Plan; h. to determine such other matters as may be provided for in the Confirmation Order or other orders of the Bankruptcy Court as may be authorized under the provisions of the Bankruptcy Code or any other applicable law; i. to enforce the Plan and all orders, judgments, injunctions, and rulings entered in connection with Cambex's Chapter 11 Case; j. to issue such orders as may be necessary or appropriate in aid of confirmation, and to facilitate consummation, of the Plan; and k. to enter an order closing the Chapter 11 Case. 2. The Bankruptcy Court shall retain and have original, but not exclusive, jurisdiction over the Chapter 11 Case to hear and determine any and all applications, adversary proceedings, and contested and litigated matters pending on the Confirmation Date or thereafter instituted by or on behalf of Reorganized Cambex, including, without limitation, any and all applications for the allowance of compensation and reimbursement of expenses, and any claims by or on behalf of Reorganized Cambex arising under the Bankruptcy Code to avoid any preferences, fraudulent transfers, or other avoidable transfers. ARTICLE XIII MISCELLANEOUS PROVISIONS A. Setoffs Reorganized Cambex may, but shall not be required to, set off against any Claim, and the payments or other distributions to be made pursuant to the Plan in respect of such Claim, claims of any nature whatsoever that Cambex may have against the holder of such Claim; but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by Cambex of any such claim that Cambex may have against such holder. B. Withholding And Reporting Requirements In connection with the Plan and all instruments issued in connection therewith and distributions thereon, Reorganized Cambex shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. C. Discharge Of Cambex All property distributed under the Plan shall be in exchange for, and in complete satisfaction, settlement, discharge, and release of, all Claims of any nature whatsoever against Cambex and Reorganized Cambex and/or any of their assets or properties, and, except as otherwise provided herein or in the Confirmation Order, and upon the Confirmation Date, Cambex and Reorganized Cambex shall be deemed discharged and released under Section 1141(d)(i)(A) of the Bankruptcy Code from any and all debts. The Confirmation Order shall be a judicial determination of discharge of all liabilities of Cambex and Reorganized Cambex, subject to the occurrence of the Consummation Date. D. Committees The Creditors' Committee shall terminate on the Consummation Date. E. Binding Effect The Plan shall be binding upon and inure to the benefit of Cambex, Reorganized Cambex, the holders of Claims, the holders of Interests, and their respective successors and assigns. F. Revocation, Withdrawal Or Nonconsummation 1. Right To Revoke Or Withdraw. The Proponent reserves the right to revoke or withdraw the Plan at any time prior to the Confirmation Date. 2. Effect Of Withdrawal, Revocation, Or Nonconsummation. If the Proponent revokes or withdraws the Plan prior to the Confirmation Date, or if the Confirmation Date or the Consummation Date does not occur, then the Plan, any settlement or compromise effected in the Plan (including the fixing or limiting to an amount certain any Claim or Class of Claims), assumption or rejection of executory contracts or leases affected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void. In such event, nothing contained herein, and no acts taken in preparation for consummation of the Plan, shall be deemed to constitute a waiver or release of any Claims by or against Cambex or any other Person, to prejudice in any manner the rights of Cambex or any Person in any further proceedings involving Cambex, or to constitute an admission of any sort by Cambex or any other Person. G. Charter Amendment. The corporate charter of Reorganized Cambex shall be deemed amended as of the Consummation Date to prohibit (a) the issuance of non-voting equity securities; (b) the creation of a class of equity securities having a preference over any other class of equity securities with respect to dividends unless adequate provision is made for the election of directors representing the preferred class in the event of a default in the payment of its dividends, and (c) the creation of any other class of equity securities unless an appropriate distribution of voting power is made among all such classes. H.. Notices Any notice required or permitted to be provided to Cambex under the Plan shall be in writing and served by (a) certified mail, return receipt requested, (b) hand delivery, or (c) overnight delivery service, to be addressed as follows: Cambex Corporation 360 Second Avenue Waltham, MA 02154 Attn: Joseph F. Kruy, President with a copy to: Brown, Rudnick, Freed & Gesmer, P.C. One Financial Center Boston, MA 02111 Attn: Joseph F. Ryan, Esquire I.. Prepayment Unless the Plan or the Confirmation Order otherwise provides, Reorganized Cambex shall have the right to prepay, without penalty, all or any portion of an Allowed Claim at any time; provided, however, that any such prepayment shall not be violative of, or otherwise prejudice, the relative priorities and parities among the Classes of Claims. J. Term Of Injunctions Or Stays Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Case under Section 105 or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date, shall remain in full force and effect until the Consummation Date. K. Governing Law Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the Commonwealth of Massachusetts shall govern the construction and implementation of the Plan, any agreements, documents, and instruments executed in connection with the Plan. Dated: As of March 17, 1998 CAMBEX CORPORATION Waltham, Massachusetts By: /s/ Joseph F. Kruy Name: Joseph F. Kruy Title: President and Chief Executive Officer Joseph F. Ryan Steven D. Pohl BROWN, RUDNICK, FREED & GESMER, P.C. Attorneys for Cambex Corporation One Financial Center Boston, MA 02111 617-8564200