-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RBQnXc/s7YEtzw5ftm8SBKNQqxQezT3/Ex0l3RahfMF7fuqvV5825F7DytweUOmL 0L/zwVq8O43a0BpWWjq/Hg== 0000874268-98-000014.txt : 19981109 0000874268-98-000014.hdr.sgml : 19981109 ACCESSION NUMBER: 0000874268-98-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19981027 ITEM INFORMATION: FILED AS OF DATE: 19981106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRUEHAUF TRAILER CORP CENTRAL INDEX KEY: 0000874268 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 382863240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10772 FILM NUMBER: 98738948 BUSINESS ADDRESS: STREET 1: 1111 BAYSIDE DR STREET 2: STE 160 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146449665 MAIL ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 8-K 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest Event reported): October 27, 1998 ---------------- Fruehauf Trailer Corporation ---------------------------------- (Exact name ofregistrant as specified in its charter) Delaware 1-10772 38-2863240 - ------------- ----------- -------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1111 Bayside Drive, Suite 160, Corona Del Mar, CA 92625 ------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (714)644-9665 --------------- Exhibit index appears on page 4 2 Item 5. Other Events. - ---------------------- Fruehauf Trailer Corporation, a Delaware corporation (the "Corporation"), and certain of its subsidiaries filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") under Chapter 11 of the United States Bankruptcy Code (the "Code"), Case Number 96-1563 (PJW), on October 7, 1996. Included herein as Exhibit 99.6 is the Amended Disclosure Statement, dated July 28, 1998 , which has been prepared by Fruehauf Trailer Coporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, the Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc. and E.L. Devices, Inc. (collectively, the "Debtors," or, together with their non-debtor affiliates, the "Company") and describes the terms and provisions of the Debtors' Amended Joint Plan of Reorganization dated July 28, 1998 (the "Plan"), included herein as Exhibit 99.7. Any term used in this Disclosure Statement that is not defined herein has the meaning ascribed to that term in the Plan. On October 8, 1998, a hearing was held before the United States Bankruptcy Court for the District of Delaware, the Honorable Peter J. Walsh, to consider amendments to: (i) the above-listed Debtors' Amended Joint Plan of Reorganization, dated July 28, 1998 (the "Plan"); (ii) the Order and Judgment Confirming the Plan under Chapter 11, dated and entered September 17, 1998 (Docket No. 1524) (the "Confirmation Order"), attached hereto as Exhibit 99.2; (iii) the Amended First Modifications to the Debtors' Plan dated and entered September 17, 1998 (the "Plan Modifications"), attached hereto as Exhibit 99.4 and (iv) the Order on Allowance of Claims dated September 16, 1998 (the "Eleventh Omnibus Order"). On October 20, 1998, the Bankruptcy Court entered the Order Amending (A) the Debtors' Amended Joint Plan of Reorganization, (B) the Order and judgement confirming the Debtors' Plan and (C) the Eleventh Omnibus Order ("The Amending Order"), attached hereto as Exhibit 99.3. Pursuant to the Amending Order, the Plan became effective on October 27, 1998. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ----------------------------------------- ( c ) Exhibits. 99.1 Notice of Entry of Order and Judgement Confirming the Debtors' Amended Joint Plan of Reorganization dated July 28, 1998 under Chapter 11 of the United States Bankruptcy Code and granting related relief. 99.2 Order and Judgement Confirming the Debtors' Amended Joint Plan of Reorganization dated July 28, 1998 under Chapter 11 of the United States Bankruptcy Code and granting related relief. 99.3 Order Amending (A) the Debtors' Amended Joint Plan of Reorganization, (B) the order and jusgement confirming the Debtors' Plan and (C) the eleventh omnibus order. 99.4 First Modification to Debtors' Amended Joint Plan of Reorganization dated July 28, 1998. 99.5 Findings of Fact and Conclusions of law regarding order and judgement confirming the Debtors' Amended Joint Plan of Reorganization dated July 28, 1998. 99.6 Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code with respect to the Debtors' Amended Joint Plan of Reorganization dated July 28, 1998. 99.7 Debtors' Amended Joint Plan of Reorganization dated July 28, 1998. 99.8 Liquidating Trust Agreement dated as of July 28, 1998. 3 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRUEHAUF TRAILER CORPORATION Date: October 27, 1998 By: /s/ James Wong --------------- ------------------- James Wong Chief Financial Officer (Duly Authorized Officer) 4 EX-99.1 2 NOTICE OF ENTRY OF ORDER AND JUDGEMENT CONFIRMING DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) FRUEHAUF TRAILER CORPORATION, ) Case Nos. 96-1563 ) Through 96-1572 (PJW) ) ) Jointly Administered ) ) Debtors. ) NOTICE OF ENTRY OF ORDER AND JUDGMENT CONFIRMING THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION, DATED JULY 28, 1998 UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE AND GRANTING RELATED RELIEF TO ALL CREDITORS AND OTHER PARTIES IN INTEREST: PLEASE TAKE NOTICE that on October 8, 1998, a hearing was held before the United States Bankruptcy Court for the District of Delaware, the Honorable Peter J. Walsh, to consider amendments to: (i) the above-list1ed Debtors' Amended Joint Plan of Reorganization, dated July 28, 1998 (the "Plan"); (ii) the Order and Judgment Confirming the Plan under Chapter 11, dated and entered September 17, 1998 (Docket No. 1524) (the "Confirmation Order"); (iii) the Amended First Modifications to the Debtors' Plan dated and entered September 17, 1998 (the "Plan Modifications") and (iv) the Order on Allowance of Claims dated September 16, 1998 (the "Eleventh Omnibus Order"). On October 20, 1996, the Bankruptcy Court entered the Order Amending (A) The Debtors' Amended Joint Plan of Reorganization, (B) The Order and Judgment Confirming the Debtors' Plan and (C) The Eleventh Omnibus Order ("The Amending Order"). Pursuant to the Amending Order, the Plan became effective on October 27, 1998. PLEASE TAKE FURTHER NOTICE that copies of the Plan, the Plan Modifications, the Findings of Fact, the Confirmation Order and the Amending Order can be obtained on the Internet at http://www.camhy.com, by e-mail upon request from dneier@camhy.com and upon written request from IKON Office Solutions, Attn: Ed Carney, 901 North Market Street, Suite 718, Wilmington, Delaware 19801. Dated: Wilmington, Delaware October 30, 1998 MORRIS, NICHOLS, ARSHT & TUNNELL By: /s/ William H. Sudell ----------------------- William H. Sudell, Jr.(No. 463) Derek C. Abbott (No.3376) 1201 North Market Street Wilmington, Delaware 19899-1347 (302) 658-9200 and CAMHY KARLINSKY & STEINLLP David Neier (DN 5391) 1740 Broadway, 16th Floor New York, New York 10019-4315 (212) 977-6600 Attorneys for Debtors EX-99.2 3 ORDER AND JUDGEMENT CONFIRMING THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE AND GRANTED RELATED RELIEF IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: S Chapter 11 S FRUEHAUF TRAILER S CASE NO. 96-1563 (PJW) CORPORATION, S MARYLAND SHIPBUILDING & S DRYDOCK COMPANY, F.G.R., INC., S JACKSONVILLE SHIPYARDS, INC., S FRUEHAUF INTERNATIONAL, S Jointly Administered LIMITED, FRUEHAUF CORPORATION, S THE MERCER CO., DEUTSCHE- S FRUEHAUF HOLDING S CORPORATION, MJ HOLDINGS, INC., S and E. L. DEVICES, INC., S S Debtors. S ORDER AND JUDGMENT CONFIRMING THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE AND GRANTING RELATED RELIEF On September 16, 1998, a hearing was held concerning confirmation (the "Confirmation Hearing") of the Debtors' Amended Joint Plan of Reorganization, dated July 28, 1998 (together with any and all modifications and supplements thereto as of the date hereof, the "Plan"), that was filed by Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. (collectively, the "Debtors"); On the basis of the record of this case, including the evidence presented at the Confirmation Hearing, and on the basis of the Findings of Fact and Conclusions of Law entered contemporaneously herewith (whose definitions and the definitions contained in the Plan are incorporated herein by reference) and which are incorporated herein by reference, and the Court's oral Findings of Fact and Conclusions of Law on the record at the hearing on Confirmation of the Plan, which also are incorporated herein by reference, a transcript of which shall be filed by the Debtors as soon as practicable; The Court, having considered all objections ("Objections") to confirmation of the Plan, including the objections of Kelsey-Hayes Company, the Authorized Representative of Retirees, California Portland Cement, and Furnival/State Machinery Company, and to this Order and Judgment (hereinafter, "Order"); Now, upon request of the Debtors and after due deliberation, the Court ORDERS, ADJUDGES AND DECREES THAT: 1. This Order shall be effective according to its terms upon the entry thereof. The provisions ofparagraph 2 -10, 21, 26, 29, 30-38, 44-47, and this paragraph 1, shall be operative upon the entry of this Order, and the remaining provisions of this Order shall be operative solely as of the Effective Date. 2. The Plan complies with all applicable provisions of the Bankruptcy Code and applicable Bankruptcy Rules relating to confirmation, including those provisions contained in section 1129(b) pertaining to "cram down." The Plan and all provisions thereof, including the Liquidating Trust Agreement, as modified by agreements announced on the record in open Court and by the Court's ruling on the record, are hereby confirmed in all respects. All settlements and compromises provided pursuant to the terms and provisions of the Plan are approved pursuant to Bankruptcy Rule 9019(a) in the overall context of the Plan as just, equitable, reasonable, and non-discriminatory compromises of the controversies and/or Claims resolved by such settlements. 3. The First Modifications filed by the Debtors on September 16, 1998 to the Plan or to the Liquidating Trust Agreement are hereby approved in accordance with Section 12.2 of the Plan and applicable provisions of the Bankruptcy Code and Bankruptcy Rules. 4. The record of the Confirmation Hearing is closed. 5. To the extent any Objections to confirmation of the Plan have not been resolved or withdrawn prior to entry of this Order or are not cured by the relief granted herein, all such Objections are overruled, except to the extent such Objections are deemed Claims objections, as to which Claims objections no ruling is being made. All withdrawn Objections are deemed withdrawn with prejudice. 6. Pending the occurrence of the Effective Date, the Debtors shall be subject to all of the provisions of the Bankruptcy Code, except as specifically provided in the Plan, the Liquidating Trust Agreement, or this Order. Without limiting the generality of the foregoing, pending the occurrence of the Effective Date: a. The Debtors are authorized to operate and manage their businesses and assets in compliance with the terms and provisions of the Plan, and in accordance with the Bankruptcy Code. b. All property to be transferred or otherwise dealt with in the Plan shall remain property of the Debtors' bankruptcy estates, and such bankruptcy estates shall continue until the occurrence of the Effective Date. c. Unless otherwise ordered by the Court, all injunctions or stays provided for in the Reorganization Case pursuant to sections 105 or 362 of the Bankruptcy Code or otherwise in effect on the Confirmation Date shall continue in effect until the Effective Date, provided however, that this provision shall not affect prior orders of this Court granting relief from the stay. d. Notwithstanding Confirmation of the Plan, this Court retains jurisdiction as is provided in Article 11 of the Plan. 7. In accordance with section 1142 of the Bankruptcy Code, the Debtors, the Indenture Trustee and the Liquidating Trustee, and any and all other parties-in-interest herein are authorized and directed, without the necessity of any further corporate action or other approval, to immediately take any action necessary or appropriate to implement, effectuate and consummate the Plan and the Liquidating Trust, including all modifications thereto as of the date hereof and any other modifications hereafter approved in accordance with this Order (the "Approved Modifications"), and any transactions contemplated thereby or by this Order in accordance with their respective terms, as such terms may be amended from time to time (collectively, the "Provisions") in accordance with the applicable provisions of the Plan and the Bankruptcy Code and Rules, including, without limitation, the issuance, execution, and delivery of the Liquidating Trust Agreement and any other document, certificate, agreement or instrument and the transfer of any security. 8. Upon entry of this Order (and prior to the Effective Date), the Debtors are authorized and directed to form and to incorporate in accordance with the laws of the state of Delaware, JSI Property Corp. and Pension Corp. The Debtors are authorized to prepare and execute Bylaws and Certificates of Incorporation for JSI Property Corp. and Pension Corp. and to capitalize such corporations in the minimum amount required by the laws of the state of Delaware. 9. Upon entry of this Order (either prior to the Effective Date or after the Effective Date), the Debtors shall transfer sponsorship of the current Management Plan and Union Plan to Pension Corp. The current sponsors are Fruehauf Trailer Corporation for the Management Plan and Jacksonville Shipyards, Inc. for the Union Plan. The Board of Directors of the respective sponsors shall approve the change in sponsorship. The appropriate notices and governmental filings to comply with federal law shall be provided in a timely manner to the appropriate parties. Once the change in sponsorship has been completed, Pension Corp. may elect to merge the Management Plan and Union Plan to form a single plan. 10. Any of the Chief Executive Officer, the President, any Vice President and the Secretary of the Debtors, and, after the Effective Date, the Liquidating Trustee, is authorized and designated, upon the entry of this Order, to execute any agreements, and any other certificates, instruments or documents that such officer deems necessary or advisable in order to consummate and effectuate the Plan and the Provisions as of the time they are to become effective. No further approval of the Board of Directors or shareholders of the Debtors shall be required with respect to the implementation and consummation of the Plan or the Provisions. 11. The Debtors, the Indenture Trustee and the Liquidating Trustee are authorized, directed and instructed to take all steps necessary to implement the terms of the Plan in accordance with the terms thereof both prior to and as of the Effective Date. On the Effective Date, the following transactions are approved and ratified and are directed to occur: a. The Debtors' estates shall be substantively consolidated for purposes of distributions under the Plan. Pursuant to Section 6.14 of the Plan, a creditor who had a pre-petition right of recovery against more than one Debtor for the same Claim will be limited to one Allowed Claim in the Allowed amount owed to the creditor. Accordingly, all duplicate claims listed under the column "Claims To Be Disallowed" in Exhibit B of the Plan are hereby disallowed in full and expunged. All intercompany claims shall be extinguished. b. In response to the Debtors' Motion to Fix the Distribution Fund, the Court fixes the Distribution Fund at $4,059,971.37. The Debtors shall deposit $4,059,971.37 into the Distribution Fund and shall transfer the Distribution Fund to the Liquidating Trust on behalf of and for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims. c. The Debtors shall transfer the Wabash Securities to the Indenture Trustee for distribution to the holders of the Senior Notes in accordance with the terms of this Plan. d. Jacksonville Shipyards, Inc. shall transfer the Hogan's Creek Property and Pickettsville Property to JSI Property Corp. e. The Indenture Trustee shall be deemed to have foreclosed the liens of the holders of the Senior Notes on the Foreclosed Assets and to have transferred the Foreclosed Assets to the Liquidating Trust. The Foreclosed Assets shall be transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Class A Beneficial Interests in the Liquidating Trust. f. The Debtors shall convey all of their remaining assets to the Liquidating Trust free and clear of all liens, claims and encumbrances on behalf of and for the benefit of the holders of Class A Beneficial Interests in the Liquidating Trust. g. Each holder of each Claim will be deemed to have ratified and become bound by the terms of the Liquidating Trust Agreement. The Liquidating Trustee is empowered to execute the Liquidating Trust Agreement on behalf of each holder of a Claim. h. The Debtors shall be dissolved or liquidated and such dissolutions shall be deemed authorized and approved in all respects and on the Effective Date, the corporate dissolutions shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to applicable state laws without any requirement of further action by the stockholders or directors of the Debtors; provided however, that the non-Debtor subsidiaries of the Debtors transferred to the Liquidating Trust shall not be dissolved. 12. The Liquidating Trust Agreement, in the form presented at the Confirmation Hearing, is approved and the Liquidating Trustee shall, on and after the Effective Date, have the duties and responsibilities outlined in such Liquidating Trust Agreement. The Debtors are authorized to engage the services of Chriss Street as Liquidating Trustee on substantially the terms described in Section IV(L) of the Disclosure Statement and, by entry of this Order, his retention is hereby approved. The Liquidating Trustee shall be entitled to retain employees and professionals to assist in the performance of his duties in accordance with the terms of the Liquidating Trust. The Liquidating Trustee may pay the professionals he retains without further court approval. 13. The Trust Advisory Committee shall be comprised of Kevin Schweitzer and Thomas L. Kempner, Jr. 14. The Official Committee of Unsecured Creditors (the "Creditors' Committee") and the Unofficial Committee of Senior Secured Noteholders (the "Bondholders' Committee") shall be dissolved on the day after the Effective Date and the members thereof shall be released and discharged of and from further authority, duties, responsibilities and liabilities related to or arising from the Reorganization Case. Furthermore, the Authorized Representative of the Retirees shall be released and discharged of and from further authority, duties, responsibilities and liabilities related to or arising from the Reorganization Case after the Effective Date. 15. The Indenture Trustee for the Senior Notes may continue to provide services after the Effective Date in accordance with the terms of the Plan and shall be entitled to compensation and reimbursement for services rendered and expenses incurred in connection with making the initial distributions to the holders of the Senior Notes after the Effective Date. Distributions 16. The treatments for classes and claims set forth in Articles 3 and 4 of the Plan and the distributions procedures set forth in Article 7 of the Plan comply with the applicable provisions of the Bankruptcy Code and Rules and are hereby approved as reasonable and appropriate. 17. No payments or other distributions of property shall be made on account of any Claim or portion thereof unless and until such Claim or portion thereof is Allowed. 18. Distributions required to be made on a particular date, or any other actions pertaining to distributions that are required to be made on a particular date, shall be deemed to have been made on such date if actually made on such date or as soon thereafter as practicable. 19. Distributions to the holders of Allowed Administrative, Priority and Pre-petition Tax Claims shall be made by the Liquidating Trustee from the Distribution Fund. The holders of Allowed Administrative, Priority and Pre-petition Tax Claims shall have a beneficial interest in the Liquidating Trust's interest in the Distribution Fund and shall not have a beneficial interest in any other assets of the Liquidating Trust. 20. The Liquidating Trustee shall deliver the Requisite Percentage of Class A Beneficial Interests to the Indenture Trustee on the Effective Date. The Indenture Trustee shall distribute the Wabash Securities and the Class A Beneficial Interests, Pro Rata, to the holders of the Senior Notes. 21. The Indenture Trustee shall, if it has not already done so, certify to the Debtors a list of the registered holders of the Senior Notes as of the Ballot Record Date (August 7, 1998) designating the name, address, taxpayer identification number (if known), certificate number, and the amount of unpaid principal and accrued interest owed to each holder on their respective securities. Notwithstanding the existence of proofs of claim that may have been filed in these Reorganization Cases by alleged holders of Senior Notes, or information in the Debtors' Schedules of Liabilities listing record holders of Senior Notes on the Petition Date, the Indenture Trustee shall distribute all distributions of property to be made pursuant to the Plan to the record holders of Senior Notes, as of the Ballot Record Date, unless, prior to such Distribution, the holder of any such Claim furnishes (or causes its transferee to furnish) the Indenture Trustee, or its agent, with sufficient evidence (in the Indenture Trustee's or its agent's sole and absolute discretion) of the subsequent transfer of such Claim, in which event the Indenture Trustee shall distribute, or cause to be distributed, all distributions of property to the holder of such Claim as of the distribution date, pursuant to Bankruptcy Rule 3021. 22. The Liquidating Trustee shall pay all reasonable fees and expenses of the Indenture Trustee in acting as distribution agent to the holders of the Senior Notes, as and when such fees and expenses become due, without further order of the Bankruptcy Court. The payments shall not be made from the Distribution Fund. 23. The transfer of the Wabash Securities to the Indenture Trustee, the transfer of the Distribution Fund to the Liquidating Trust, the transfer of the Hogan's Creek Property and Pickettsville Property to JSI Property Corp., the deemed foreclosure of the Foreclosed Assets by the Indenture Trustee, and the transfers by the Debtors to the Liquidating Trust contemplated by the Plan and in the preceding paragraphs of this Order, will be legal, valid, binding and effective transfers of property and will, to the fullest extent permitted by the Bankruptcy Code, vest in the transferee good title to such property, free and clear of all liens, Claims and encumbrances, except as otherwise provided in the Plan or this Order. 24. On the Effective Date, all Old Securities shall be terminated and canceled, and the indentures or statements of resolution governing such Old Securities shall be rendered void. The voiding of the indentures and Old Securities shall not act as a bar to the assertion by the Indenture Trustee of a Claim for services rendered after the Effective Date. The Debtors retain the right to object to such Claims on other grounds. 25. On the Effective Date, all outstanding stock option agreements under any plans from which stock option rights derive or any other option agreements, together with such plans, shall each be canceled and terminated and each shall be deemed void and of no force, effect or value. Plan Implementation/Effect - -------------------------- 26. Each of the actions taken, payments made and liens and security interests granted on, after, or before the Effective Date pursuant to the provisions of the Plan and this Order shall be valid, binding and enforceable and not preferential, fraudulent or an otherwise avoidable transfer under the Bankruptcy Code or under applicable law of the United States or any state, province or other jurisdiction. 27. In accordance with section 1141 of the Bankruptcy Code, the Plan and each of its provisions and the Liquidating Trust Agreement, together with all Approved Modifications, shall be binding upon the Debtors, each Person or entity acquiring or receiving property under the Plan, each lessor or lessee of property to or from the Debtors, each holder of a Claim against or Equity Interest in the Debtors, whether or not the Claim or Equity Interest of such Creditor or Equity Interest Holder is impaired under the Plan and whether or not such Creditor or Equity Interest Holder has filed, or is deemed to have filed, a proof of Claim or Equity Interest, or has accepted or rejected the Plan, and each party to this case, and irrespective of whether such provision of the Plan is specifically mentioned or otherwise referred to in this Order. 28. In accordance with section 1141 of the Bankruptcy Code and except as provided in the Plan, any property transferred or otherwise dealt with in the Plan shall be free and clear of all Claims against and Equity Interests in the Debtors. An exception to the foregoing is set forth in Section 3.1(c)(iii) and Section 3.2 of the Plan, which provides that to the extent that the holder of a Tax Claim or a Pre-petition Tax Claim holds a lien to secure its Claim under applicable state law, to the extent that such lien survives the deemed foreclosure by the holders of the Senior Notes on the Effective Date, the lien shall be released from all assets of the Debtors and shall attach on the Effective Date to the Distribution Fund. To the extent that a Pre-petition or post-petition Tax Claim is a Disputed Claim, any lien securing such Disputed Claim under applicable state law that survives the deemed foreclosure by the holders of the Senior Notes shall attach to the Distribution Fund reserve for such Claim. Upon disallowance of a Disputed Tax Claim or allowance and payment of a Tax Claim, any lien securing such Claim shall be released. Either the Debtors or the Liquidating Trustee may surrender the property securing a Tax Claim to the holder of such Claim in full satisfaction of its Claim. 29. None of the Debtors, their officers and directors and the professional Persons employed by them, Unsecured Creditors' Committee and its members and the professional Persons employed by the Unsecured Creditors' Committee; the Indenture Trustee and any professional Persons retained by it; the Bondholders' Committee and its members and professional Persons employed by the Bondholders' Committee; The Authorized Representative of Retirees and its professional Persons; the Liquidating Trust and any professional Persons retained by it; the Liquidating Trustee; Morris, Nichols, Arsht & Tunnell; Camhy Karlinsky & Stein; Price Waterhouse; Haynes and Boone, L.L.P.; Alvarez & Marsal, Inc.; and Oppenheimer & Co., Inc.; any of their affiliates nor any of their officers, directors, partners, associates, employees, members or agents (collectively the "Exculpated Persons"), shall have or incur any liability to any Person for any act taken or omission made in good faith in connection with or related to the Bankruptcy Cases or actions taken therein, including negotiating, formulating, implementing, confirming or consummating the Plan, the Disclosure Statement, or any contract, instrument, or other agreement or document created in connection with the Plan. The Exculpated Persons shall have no liability to any Creditors or Equity Security Holders for actions taken under the Plan, in connection therewith or with respect thereto in good faith, including, without limitation, failure to obtain Confirmation of the Plan or to satisfy any condition or conditions, or refusal to waive any condition or conditions, precedent to Confirmation or to the occurrence of the Effective Date. Further, the Exculpated Persons will not have or incur any liability to any holder of a Claim, holder of an Interest, or party-in-interest herein or any other Person for any act or omission in connection with or arising out of their administration of the Plan or the property to be distributed under the Plan, except for gross negligence or willful misconduct as finally determined by the Bankruptcy Court, and in all respects such persons will be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. 30. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Order, the Plan and the Liquidating Trust Agreement, as modified by the Approved Modifications and announced in open Court at the Confirmation Hearing, and all other agreements and documents executed and delivered pursuant to the Plan shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. 31. The Liquidating Trustee shall have the right, to the full extent permitted by section 1142 of the Code, to apply to this Court for an order, notwithstanding any otherwise applicable nonbankruptcy law, directing any appropriate entity to execute and deliver an instrument or perform any other act necessary to implement the Plan or the provisions of this Order. 32. No claims of the Debtors against any person or entity shall be discharged, released or compromised pursuant to the Plan or this Order except to the extent specifically set forth in the terms and provisions of the Plan. Exemptions - ---------- 33. Pursuant to section 1145 of the Code, distribution of the Wabash Securities to the holders of the Allowed Class 2 Claims and the delivery of the evidence of the Beneficial Interests to holders of Allowed Class 2 and Class 4 Claims is exempt from the registration requirements set forth in Section 5 of the Securities Act of 1933, as amended (15 U.S.C. S 77(e), as amended) (the "Securities Act") and from any state or local law requiring registration for the offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security. Subsequent resales of the Wabash Securities or the evidence of Beneficial Interests may be effected without registration under Section 5 of the Securities Act or compliance with Rule 144 thereunder, provided that the selling holders are not "underwriters," as defined in Section 1145(b)(1) of the Bankruptcy Code. 34. The transfer of the stock of Pension Corp., JSI Property Corp. and Fruehauf de Mexico is exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Code because the Stock is the Stock of "affiliates" of the Debtors who are participating in the Plan with the Debtors. 35. The issuances, transfers or exchanges of securities under the Plan (including the issuance of the Class A Beneficial Interests and transfers of the Wabash Securities, the transfer of the Pension Corp., JSI Property Corp. and Fruehauf de Mexico Stock to the Liquidating Trust, and the transfer of the Class A Beneficial Interests to holders of Allowed Class 2 and Class 4 Claims), the transfers of property pursuant to the Plan, as well as any sale of such property by the Liquidating Trust, and the making or delivery of an instrument of transfer, shall be exempt from tax to the fullest extent permitted by Section 1146(c) of the Bankruptcy Code. Timing/ Procedures - ------------------ 36. The Effective Date shall occur on October 1, 1998 if no stay of the Confirmation Order is in effect. The Debtors shall file a Notice of Effective Date with the Court on or prior to the Effective Date. Upon the filing of the notice, without further order of the Court or other action, the Effective Date of the Plan shall be deemed to have occurred, the Plan shall be fully effective, and the provisions of this Order and the Plan related to the period on or after the Effective Date shall come into full force and effect. The Debtors shall serve copies of the notice of the Effective Date of the Plan, as soon as practicable after the Effective Date and cause such notice to be published, in the same manner as specified in paragraph 38 below with respect to this Order. 37. "Substantial consummation" of the Plan as defined in section 1101(2) of the Code, shall be deemed to occur upon (1) the Debtors' funding of the Distribution Fund; (2) the distribution of the Wabash Securities to the holders of Allowed Class 2 Claims; (3) the deemed foreclosure of the Debtors' assets by the Indenture Trustee on behalf of the holders of Senior Notes and the transfer of such assets to the Liquidating Trust on behalf of and for the benefit of the holders of Class A Beneficial Interests in the Liquidating Trust; and (4) the Debtors' transfer of any other assets, free and clear of claims, to the Liquidating Trust. 38. Pursuant to Bankruptcy Rule 3020(c), the Debtors shall (a) within five (5) business days after the entry of this Order serve notice of the entry of this Order as provided in Bankruptcy Rule 2002(f) to all persons and entities listed on the 2002 Service List, to be sent by first class mail, postage prepaid, except to such parties who may be served by hand or facsimile or overnight courier, which service is hereby authorized, and (b) cause such notice to be published as soon as practicable in The Wall Street Journal, national edition and such other publications as the Debtors may designate. 39. The Debtors are authorized to reject on the Effective Date all pre-petition executory contracts and unexpired leases to which the Debtors are a party, except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to a Final Order, or (ii) is the subject of a pending motion for authority to assume the contract or lease filed prior to the Confirmation Date. All proofs of claim with respect to Claims arising from the rejection of executory contracts or unexpired leases for which no earlier bar date has been established shall be filed with the Bankruptcy Court within forty-five (45) days after the mailing of notice of Confirmation Order. Any Claims arising from any such rejection not filed within such times shall be forever barred from assertion against the Debtors, their estates and property, or any successor to the Debtors. 40. All applications for final compensation of professional persons employed by the Debtors, the Creditors' Committee, the Authorized Representative or the Bondholders' Committee, pursuant to orders entered by the Bankruptcy Court, on account of services rendered prior to the Effective Date, and all other requests for payment of administrative costs and expenses incurred prior to the Effective Date pursuant to Code sections 507(a)(1) or 503(b) shall be filed with the Bankruptcy Court and served on the Liquidating Trustee no later than forty-five (45) days after the Effective Date. Holders of Administrative Claims that are required to File a request for payment of such Claims, Claims of professionals requesting compensation or reimbursement of expenses and the holders of any Claims for federal, state or local taxes that do not File such requests by the applicable bar date shall be forever barred from asserting such Claims against the Debtors, the Liquidating Trust, any of their affiliates or any of their respective property. With regard to professional persons employed pursuant to orders entered by the Bankruptcy Court, nothing in this paragraph or Order precludes them from receiving (or the Debtors or Liquidating Trust from paying) interim amounts due and owing to such professionals, pursuant to the Administrative Order Under 11 U.S.C. SS 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals entered on October 8, 1996 in this case, for services rendered prior to the Effective Date. All such interim amounts paid to such professionals will be subject to final approval of the Bankruptcy Court according to the process outlined in this paragraph. 41. After the Effective Date, the Liquidating Trust shall retain and have the exclusive right to object to Claims on any basis. Except as provided for with respect to applications of professionals for compensation and reimbursement of expenses (see paragraph 42 below), or as otherwise ordered by the Bankruptcy Court after notice and a hearing, objections to Claims, including Administrative Claims, shall be Filed and served upon the holder of such Claim or Administrative Claim not later than the later of (a) one hundred and twenty (120) days after the Effective Date, and (b) one hundred and twenty (120) days after a proof of claim or request for payment of such Administrative Claim is Filed, unless this period is extended by the Court. Such extension may occur ex parte. 42. Objections to Administrative Claims of professionals seeking reimbursement from the estate timely filed in accordance with this Order must be filed no later than seventy (70) days after the Effective Date. Except as otherwise provided herein, applications need not be filed for payment of any claim arising on or after the Effective Date. 43. Except as otherwise provided in the Plan, or in any contract, instrument, release, or other agreement entered into in connection with the Plan, on and after the Effective Date, in accordance with section 1123(b) of the Bankruptcy Code, the Liquidating Trust shall retain and may enforce any claims, rights and causes of action that the Debtors or the Estates may hold against any entity, including, without limitation, any claims, rights or causes of action arising under sections 544 through 551 or other sections of the Bankruptcy Code or any similar provisions of state law, or any other statute or legal theory. The Liquidating Trustee or any successor to or designee of the Liquidating Trust may pursue those rights of action, as appropriate, in accordance with what is in the best interests of the holders of the Class A Beneficial Interests of the Liquidating Trust. 44. Pursuant to section 12.2 of the Plan, the Debtors shall have the right to modify or amend the Plan and the Liquidating Trust Agreement to the fullest extent permitted by law. Any such modifications shall be heard by the Court on such expedited notice as the Debtors shall request and the Court shall determine is reasonable under the circumstances given. 45. At all times prior to the Effective Date, without further order of the Court, the Debtors are authorized to make non-substantive modifications to the Liquidating Trust Agreement in order to make corrections or modifications of a typographical and ministerial nature. 46. Notwithstanding the entry of this Order or the occurrence of the Effective Date, this Court shall retain such jurisdiction over the Reorganization Case after the Effective Date as is set forth in Article 11 of the Plan. 47. To the extent any Claim is payable, in whole or in part, pursuant to an insurance policy or policies, issued by an insurance company on behalf of a Debtor, or any predecessor to a Debtor, holders of such Claim shall be entitled to maintain actions after the Effective Date against the applicable Debtor and/or insurance company; provided, however, that any award granted in any such action shall be recoverable only from the applicable insurance company and shall be net of any deductible, self insured retention or similar contractual undertaking. Neither confirmation of the Plan nor the dissolution of the Debtors pursuant to the Plan shall alter an allegedly injured party's right to coverage under any insurance policy. The Liquidating Trustee shall provide cooperation to the extent reasonably practicable given the Liquidating Trustee's staff, to any Claimant seeking information regarding the existence and terms of any such insurance policy. 48. All creditors' rights to setoffs under section 553 of the Bankruptcy Code, with respect to Claims asserted by the Debtors or on behalf of the Liquidating Trust, shall be preserved and are not impaired by the Plan, provided that a set off may not be exercised without permission from this Court. 49. Subject to final documentation in a stipulated Order which will be presented to the the Court, the Court approves a settlement put on the record at the confirmation hearing on September 16, 1998, by and between the Debtor and Kelsey-Hayes Company. 50. Having approved a settlement between the Debtors and Congress Financial Corporation ("Congress") by Order dated September 16, 1998, the Court, at the request of Congress, hereby orders the ballot submitted by Congress to reject the Plan to be withdrawn. 51. Having heard the objection of the Authorized Representative of Retirees to confirmation of the Plan and the responses thereto by the Debtors and the Unofficial Committee Senior Secured Noteholders, with the consent of the Debtors, it is hereby ordered that, nothing herein or in the Plan shall prejudice the rights of retirees to object (or pursue any other lawful remedy) if and when the Debtors seek to recapture residual assets in a pension plan pursuant to ERISA S 4044(d) , 29 U.S.C. S 1344(d)(1), or any other law, rule or regulation . All such rights of retirees are expressly reserved. 52. This is a final order immediately subject to appeal. SIGNED this 17th day of September, 1998. /s/Peter J. Walsh ------------------ HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE EX-99.3 4 ORDER AMENDING (A) THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION, (B) THE ORDER AND JUDGEMENT CONFIRMING THE DEBTORS' PLAN AND (C) THE ELEVENTH OMNIBUS ORDER IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) FRUEHAUF TRAILER ) CORPORATION, et. al. ) Case Nos. 96-1563 ) Through 96-1572 (PJW) ) ) (Jointly Administered) ) Debtors ) ORDER AMENDING (A) THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION, (B) THE ORDER AND JUDGEMENT CONFIRMING THE DEBTORS' PLAN AND (C) THE ELEVENTH OMNIBUS ORDER On October 8, 1998, a hearing (the "Hearing") was held concerning the motion of the above-captioned debtors and debtors-in-possession (the "Debtors") dated October 5, 1998 (the "Motion") to (a) the Debtors' Amended Joint Plan of Reorganization dated July 28, 1998 (the "Plan"), (b) the Order and Judgement Confirming the Plan under Chapter 11, dated and entered September 17, 1998 (Docket No. 1524) (the "Confirmation Order"), and (c ) the Order on Allowance of Claims dated September 16, 1998 (the "Eleventh Omnibus Order"); On the basis of the record of this case, including the evidence presented at the Hearing; and the Court, having considered the motion dated September 28, 1998, of Certain Underwriters at Lloyd's, London and Certain London Market Insurance Companies (collectively, the "London Insurers") to amend the Confirmation Order and Eleventh Omnibus Order, and any objections to the relief requested herein and the arguments of counsel at the hearing on behalf of Furnival/State Machinery Company, the London Insurers, certain individuals who filed unsecured proofs of claim against Maryland Shipbuilding & Dry Dock Company and who are represented by the Offices of Peter G. Angelos, Esq., 5905 Harford Road, Union Park Center, Baltimore, Maryland 21214, Attn: Paul Matheny, Esq. and were the subject of the Eleventh Omnibus Order, National Union Fire Insurance of Pittsburgh, Pa. And related companies that filed proof of claim number 8761 ("National Union"), the Unofficial Committee of Senior Secured Noteholders, the Official Committee of Unsecured Creditors, and the Debtors (collectively, the "Parties"); Now, upon request of the Debtors and after due deliberation, the Court ORDERS, ADJUDGES AND DECREES THAT: 1. The Motion is granted to the extent set forth below. 2. All terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. 3. On September 17, 1998, the Bankruptcy Court entered the Findings of Fact and Conclusions of Law Regarding Order and Judgement Confirming the Debtos' Plan (the "Findings of Fact") (Docket No. 1523), the Confirmation Order and the Amended First Modifications to the Debtors' Plan (the "Plan Modifications") (Docket No. 1525). 4. This Court has jurisdiction over this matter pursuant to 28 U.S.C. SS 157 and 1334, and the Orders in this District dated July 23, 1984 and June 13, 1994 referring to the bankruptcy judges cases arising under title 11 and proceedings arising under title 11 or arising in or related to a case under title 11, which Orders remain applicable in these cases. This is a core proceeding pursuant to 28 U.S.C. SS 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. SS 1408 and 1409. The statutory basis for the relief sought herein is section 1127 of the Bankruptcy Code. 5. The Amendments to the Plan, the Confirmation Order and the Eleventh Order set forth below are approved. 6. A new Section 1.31a is added to the Plan to state: "FrudeMex" means FRUDEMEX, INC., a newly created Delaware corporation which will own the stock of Fruehauf de Mexico and which will be owned by each Debtor which contributes its stock in Fruehauf de Mexico. 7. Section 1.34 of the Plan is amended to state: "Foreclosed Assets" means the Debtors' assets on which the Indenture Trustee shall be deemed to have foreclosed the liens of the holders of the Senior Notes pursuant to Section 6.5 of this Plan. The Foreclosed Assets shall include all assets of the Debtors, including, but not limited to, the stock of JSI Property Corp., Pension Corp. and Frudemex, and all rights to receive tax refunds, but excluding the Distribution Fund, the stock of Fruehauf de Mexico and the Wabash Securities. 8. A new Section 6.4a is added to the Plan to state: On or prior to the Effective Date, each Debtor which owns stock in Fruehauf de Mexico shall receive a pro rata share of the stock in FrudeMex in exchange for consideration of each Debtors' stock in Fruehauf de Mexico. 9. Section 6.10 of the Plan is amended to state: The Confirmation Order shall provide that (a) the distribution of the Wabash Securities to holders of Allowed Class 2 Claims, (b) the transfer to the Liquidating Trust of the stock of FrudeMex, Pension Corp. and JSI Property Corp., and (c) the issuance and transfer pursuant to the Plan of the beneficial interests in the Liquidating Trust and the Trust Certificates and any resale of such property shall be exempt from any and all federal, state and local laws requiring the registration of such security, to the fullest extent provided by section 1145 of the bankruptcy code. 10. Paragraph 34 of the Confirmation Order is amended to state: The transfer of the stock of Pension Corp., JSI Property Corp. and FrudeMex is exempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Code because the Stock is the Stock of "affiliates" of the Debtors who are participating in the Plan with the Debtors. 11. Section 6.15 of the Plan is amended to state: The issuance and transfer of the Wabash Securities, the issuance and distribution of the Pension Corp., FrudeMex and JSI Property Corp. Stock, and the transfer and ultimate sale of the Foreclosed Assets as provided in this Plan shall not be taxed under any law imposing a stamp tax or similar tax in accordance with 11 U.S.C. SS 1146(c ). 12. Paragraph 35 of the Confirmation Order is amended to state: The issuance, transfers or exchanges of securities under the Plan (including the issuance of the Class A Beneficial Interests and transfers of the Wabash Securities, the transfer of the Pension Corp., JSI Property Corp. and FrudeMex Stock to the Liquidating Trust, and the transfer of the Class A Beneficial Interests to holders of Allowed Class 2 and Class 4 Claims), the transfers of property pursuant to the Plan, as well as any sale of such property by the Liquidating Trust, and the making or delivery of an instrument of transfer, shall be exempt from tax to the fullest extent permitted by Section 1146(c ) of the Bankruptcy Code. 13. Paragraph 47 of the Confirmation Order, Paragraph 10 of the Plan Modification and Section 9.8 of the Plan are amended to state: To the extent any Claim is payable, in whole or in part, pursuant to an insurance policy or policies, issued by an insurance company on behalf of a Debtor, or any predecessor to a Debtor, holders of such Claim shall be entitled to maintain actions after the Effective Date against the applicable Debtor and/or insurance company if such actions can otherwise be maintained under applicable law; provided, however, that any award or settlement, if any, granted in any such action shall be recoverable only from the proceeds of any applicable insurance policy and shall be net of any deductible, self insured retention or similar contractual undertaking, provided that the foregoing shall not preclude National Union from paying the full amount of its obligations. Neither confirmation of the Plan nor the dissolution of the Debtors pursuant to the Plan shall alter an allegedly injured parties' right to coverage under any insurance policy or any rights of any insurer under any applicable law; not shall confirmation of the Plan or the dissolution of the Debtors pursuant to the Plan limit or otherwise prejudice the ability of any Debtor or insurance company to raise any defense that the Debtor has against any Claimant or any other insurance company. The Liquidating Trustee shall provide cooperation to the extent reasonably practicable given the Liquidating Trustee's staff, to any Claimant seeking information regarding the existence and terms or any such insurance policy. The Liquidating Trustee shall further provide cooperation to the extent reasonably practicable given the Liquidating Trustee's staff , to any insurance company seeking information with respect to insurance claims. The Parties and all other parties in interest reserve the right to seek further or additional commitments from the Liquidating Trustee on notice and motion to the Parties and to the United States Trustee within 120 days from the date of docketing of this Order. National Union has provided insurance services to the Debtors and asserts rights to hold and use certain collateral (the "Collateral"). The Debtors have objected to National Union's proofs of claim and have commenced an adversary proceeding against National Union for turnover of the Collateral. National Union shall not settle any insured claim where such settlement may adversely affect a substantive interest of the Debtors' estates, including without limitation, the Collateral, without the approval of the Liquidating Trustee or authorization of this Court. Nothing herein shall limit National Union's rights, if any, against the Debtors or the Collateral. 14. Paragraph 3 of the Eleventh Omnibus Order is amended to state: Nothing contained herein shall (a) constitute a finding that any insurance exists or is applicable to the Claimants' Claims; or (b) be deemed to expand the coverage provided by the London Insurers or other insurers. In addition, all the London Insurers or other insurers' rights and defenses under the Policies are hereby preserved. The Liquidating Trustee shall further provide cooperation to the extent reasonably practicable given the Liquidating Trustee's staff, to London Insurers or any other applicable insurance company seeking information with respect to insurance claims. The Parties and all other parties in interest reserve the right to seek further or additional commitments from the Liquidating Trustee on notice and motion to the Parties and to the United States Trustee within 120 days from the date of docketing of this Order. 15. Section 11.5 of the Plan is amended to state: 5. Decide or resolve any and all applications, motions, adversary proceedings, contested or litigated matters and any other matters or grant or deny any applications involving the Debtors that the court could have decided prior to the confirmation date under the jurisdiction granted pursuant to 28 U.S.C. SS 157 and 1334. 16. Paragraph 36 of the Confirmation Order is amended to state: The Effective Date shall occur on October 19, 1998, or three business days after the Court enters this Order, whichever is later, if no stay of the Confirmation Order is in effect. The Debtors shall file a Notice of Effective Date with the Court on or prior to the Effective Date. Upon the filing of the notice, without further order of the Court or other action, the Effective Date of the Plan shall be deemed to have occurred, the Plan shall be fully effective, and the provisions of this Order and the Plan related to the period on or after the Effective Date shall come into full force and effect. The Debtors shall serve copies of the notice of the Effective Date of the Plan, as soon as practicable after the Effective Date and cause such notice to be published, in the same manner as specified in paragraph 38 below with respect to this Order. 17. This is a final order immediately subject to appeal. Signed this 20th day of October, 1998. /s/ Peter J. Walsh ----------------------- HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE EX-99.4 5 FIRST MODIFICATIONS TO DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: S Chapter 11 S FRUEHAUF TRAILER S CASE NO. 96-1563 (PJW) CORPORATION, S MARYLAND SHIPBUILDING & S DRYDOCK COMPANY, F.G.R., INC., S JACKSONVILLE SHIPYARDS, INC., S FRUEHAUF INTERNATIONAL, S Jointly Administered LIMITED, FRUEHAUF CORPORATION, S THE MERCER CO., DEUTSCHE- S FRUEHAUF HOLDING S CORPORATION, MJ HOLDINGS, INC., S and E. L. DEVICES, INC., S S Debtors. S FIRST MODIFICATIONS TO DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. (collectively, the "Debtors"), modify the Debtors' Amended Joint Plan of Reorganization Dated July 28, 1998 (the "Plan") as follows: 1. The definition of Class A Beneficial Interests set forth in paragraph 1.16 of the Plan shall be modified so that the following sentence is added to the definition: The holders of Class A Beneficial Interests shall be reflected in the books and records of the Liquidating Trust in the manner of an uncertificated security. 2. Paragraph 1.68 of the Plan shall be modified to eliminate the definition of Trust Certificates. 3. Article 6.7(i) of the Plan shall be modified to eliminate the reference to Trust Certificates and shall read as follows: Distribution of Class A Beneficial Interests. Each holder of an Allowed Class 2 or Allowed Class 4 Claim shall be notified by the Liquidating Trustee or the Indenture Trustee in writing of the amount or extent of the holder's interest in Class A Beneficial Interests in the Liquidating Trust. 4. Article 6.10 of the Plan shall be modified to eliminate the reference to Trust Certificates so that Section (c) of the Article shall read as follows: The issuance and transfer pursuant to the Plan of the beneficial interests in the Liquidating Trust and any resale of such property shall be exempt from any and all federal, state and local laws requiring the registration of such security, to the fullest extent provided by section 1145 of the Bankruptcy Code. 5. Article 7.5(a) of the Plan shall be modified to provide as follows: Distributions to Holders of Allowed Class 2 Claims. The Debtors shall deliver all of the Wabash Certificates and the Requisite Percentage of Class A Beneficial Interests to the Indenture Trustee. The Indenture Trustee shall make the Pro Rata distribution required by Section 4.2 of the Plan to the holders of Senior Notes. The Indenture Trustee shall inform each holder of Senior Notes of its share of the Class A Beneficial Interests in the Liquidating Trust. The Liquidating Trust shall pay all reasonable fees and expenses of the Indenture Trustee in acting as distribution agent as and when such fees and expenses become due without further order of the Bankruptcy Court. 6. Article 7.5(c) of the Plan shall be modified to substitute the words "Class A Beneficial Interests" for each reference to Trust Certificates in such section. 7. Article 7.8 of the Plan shall be modified to eliminate the references to Trust Certificates. The section, as modified, shall read as follows: Distributions on Account of Unsecured Class 4 Claims. If Class 4 accepts the Plan, 5.5% of the Class A Beneficial Interests in the Liquidating Trust shall be apportioned, Pro Rata, to the holders of Allowed Claims in Class 4. The Liquidating Trust shall not be required to make allocations of Class A Beneficial Interests in the Liquidating Trust distributable to Class 4 until the Liquidating Trust has resolved its objections to Disputed Claims in Class 4, a process which shall be completed no later than the first anniversary of the Effective Date. Any distributions of Cash to which the holders of Class A Beneficial Interests in Class 4 become entitled during this Claims resolution period shall be distributed to the holders of Allowed Claims in Class 4, Pro Rata, with any accrued interest thereon at the time that the Class A Beneficial Interests for Class 4 are allocated; provided, however, that such distribution shall be reduced by any taxes paid by the Liquidating Trust on account of interest or other income earned thereon. 8. Article 7.12 of the Plan shall be modified to add the following language: All creditors' rights to setoffs under section 553 of the Bankruptcy Code, with respect to Claims asserted by the Debtors or on behalf of the Liquidating Trust, shall be preserved and are not impaired by the Plan, provided that a set off may not be exercised without permission from this Court. 9. Article 7.13 of the Plan shall be modified to eliminate the reference to Trust Certificates rather than Class A Beneficial Interests and, as modified, shall read as follows: Fractional Interests. The calculation of the percentage distribution of Wabash Securities or Class A Beneficial Interests to be made to holders of certain Allowed Claims as provided elsewhere in this Plan may mathematically entitle the holder of such an Allowed Claim to a fractional interest in such stock or Class A Beneficial Interests. The number of shares of Wabash Securities or Class A Beneficial Interests to be received by a holder of an Allowed Claim shall be rounded to the next lower whole number of shares or Interests. The total number of shares of Wabash Securities or securities representing Class A Beneficial Interests to be distributed to a Class of Claims shall be adjusted as necessary to account for the rounding provided for in this section. Any fractional shares of Wabash Securities that are rounded down and not issued to the holders of Senior Notes shall be contributed to the Liquidating Trust. 10. A new Article numbered 9.8 shall be added which shall provide as follows: To the extent any Claim is payable, in whole or in part, pursuant to an insurance policy or policies, issued by an insurance company on behalf of a Debtor, or any predecessor to a Debtor, holders of such Claim shall be entitled to maintain actions after the Effective Date against the applicable Debtor and/or insurance company if such actions can otherwise be maintained under applicable law; provided, however, that any award or settlement, if any, granted in any such action shall be recoverable only from the proceeds of any applicable insurance policy and shall be net of any deductible, self insured retention or similar contractual undertaking. Neither confirmation of the Plan nor the dissolution of the Debtors pursuant to the Plan shall alter an allegedly injured parties' right to coverage under any insurance policy or any rights of any insurer under any applicable law; nor shall confirmation of the Plan or the dissolution of the Debtors pursuant to the Plan limit or otherwise prejudice the ability of any Debtor or insurance company to raise any defenses that the Debtor has against any Claimant or any other insurance company. The Liquidating Trustee shall provide cooperation to the extent reasonably practicable given the Liquidating Trustee's staff, to any Claimant seeking information regarding the existence and terms of any such insurance policy. MORRIS, NICHOLS, ARSHT & TUNNELL /s/William H. Suddell Jr. ------------------------- William H. Sudell, Jr. (No. Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 (302) 658-9200 and CAMHY KARLINSKY & STEIN LLP David Neier (DN 5391) 1740 Broadway, 16th Floor New York, New York 10019-4315 Attorneys for Debtors CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served on all parties on the attached list in accordance with the Rules of Bankruptcy Procedure on this ___ day of September, 1998. __________________________ EX-99.5 6 FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING ORDER AND JUDGEMENT CONFIRMING THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: S Chapter 11 S FRUEHAUF TRAILER S CASE NO. 96-1563 (PJW) CORPORATION, S MARYLAND SHIPBUILDING & S DRYDOCK COMPANY, F.G.R., INC., S JACKSONVILLE SHIPYARDS, INC., S FRUEHAUF INTERNATIONAL, S Jointly Administered LIMITED, FRUEHAUF CORPORATION, S THE MERCER CO., DEUTSCHE- S FRUEHAUF HOLDING S CORPORATION, MJ HOLDINGS, INC., S and E. L. DEVICES, INC., S S Debtors. S FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING ORDER AND JUDGMENT CONFIRMING THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. (collectively, the "Debtors" or, together with their non-debtor affiliates, the "Company"), having filed with the Court the Debtors' Amended Joint Plan of Reorganization, dated July 28, 1998 (together with any and all modifications and supplements thereto as of the date hereof, the "Plan") under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"); and the Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code with Respect to Debtors' Amended Joint Plan of Reorganization Dated July 28, 1998 (the "Disclosure Statement"), having been filed with and approved by the Court pursuant to an Order dated July 28, 1998 (the "Disclosure Statement Order"), as containing "adequate information" pursuant to section 1125 of the Bankruptcy Code; and notice of (a) the Plan, (b) the Disclosure Statement, and (c) the deadline for submitting ballots and of the date for filing objections, having been transmitted to all Creditors, Interest holders, the United States Trustee, and other parties-in-interest entitled to receive the same pursuant to the Disclosure Statement Order and applicable law and rules; and copies of the Plan, Disclosure Statement and the appropriate ballots having been transmitted to holders of Claims in Classes 2, 3 and 4 as further required by the Disclosure Statement Order; and the Disclosure Statement Order having fixed (a) 5:00 p.m. Eastern Time, on September 9, 1998, as the last time and date by which (i) any objections to confirmation of the Plan (the "Objections") must be properly filed with the Court and received by the Debtors and (ii) Ballots must be properly completed, executed, marked and received by Logan and Company, Solicitation Agent, or, if applicable, the Nominal Holder, in order to be considered as acceptances or rejections of the Plan; and (b) September 16, 1998 at 2:00 p.m., Eastern Time, as the date and time for the commencement of the hearing pursuant to sections 1128 and 1129 of the Bankruptcy Code (the "Confirmation Hearing") to consider confirmation of the Plan and any Objections thereto; and due notice of the Confirmation Hearing and the date by which Objections must be filed having been given and published in accordance with the terms of the Disclosure Statement Order; and the Confirmation Hearing having been held before the Court commencing on September 16, 1998; and the parties having appeared for submission of the Findings and Order on September 16, 1998; and the Court having considered all objections to confirmation of the Plan which have not been withdrawn; and upon all consideration of the record of the Confirmation Hearing, the Court makes the following Findings of Fact and Conclusions of Law: FINDINGS OF FACT 1. On October 7, 1996 (the "Petition Date"), the following entities filed petitions for relief in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") under Chapter 11 of the United States Bankruptcy Code (the "Code"): FRUEHAUF TRAILER CORPORATION, a Delaware corporation, JACKSONVILLE SHIPYARDS, INC., a Florida corporation, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, INC., a Maryland corporation, FRUEHAUF INTERNATIONAL LIMITED, a Delaware corporation, FRUEHAUF CORPORATION, a Delaware corporation, FGR, INC., a Michigan corporation, DEUTSCHE-FRUEHAUF HOLDING CORPORATION, a Delaware corporation, E.L. DEVICES, INC., a Florida corporation, M.J. HOLDINGS INC., an Ohio corporation, (collectively referred to as the "Debtors"). 2. Directly or indirectly, Debtor Fruehauf Trailer Corporation ("Fruehauf") owns 100% of the outstanding voting equity of all other Debtors. As of the Petition Date, Fruehauf was in the business of designing, manufacturing, selling and servicing truck trailers and related parts and accessories. Fruehauf's products were sold and used throughout the United States and in numerous foreign countries. Debtor Fruehauf International Limited ("FIL") owns a 99.99% equity interest in a foreign trailer manufacturer in Mexico, Fruehauf de Mexico, S.A. de C.V. ("Fruehauf de Mexico"). On the Petition Date, the other Debtors were either inoperative or not engaged in trailer transportation businesses similar to Fruehauf. 3. As of the Petition Date, the Debtors had over 20,000 creditors and approximately 2,000 full-time and part-time employees. Fruehauf was a public company that operated approximately 40 manufacturing, distribution, sales and servicing facilities throughout the United States and was a leader in domestic used trailer sales. Fruehauf trailers had been manufactured since 1914. Fruehauf trailers were noted for their quality and durability and, therefore, commanded a premium price. 4. Fruehauf owned manufacturing facilities, in Fort Madison, Iowa ("Fort Madison"), Delphos, Ohio ("Delphos") and, through a subsidiary, in Coacalco, Mexico and leased a manufacturing facility in Huntsville, Scott County, Tennessee ("Scott County"). Fruehauf also leased its wholesale parts distribution center in Grove City, Ohio. 5. Fruehauf had an extensive distribution system, which management believed at the Petition Date was the largest in the industry, consisting of 31 branches (the largest company-owned national sales network), six of which were leased. 6. On May 3, 1995, Fruehauf completed a recapitalization which resulted in, among others, the issuance by Fruehauf pursuant to the terms of an indenture of certain senior secured notes (the "Senior Notes") to Fruehauf's lenders under its then existing bank credit facility. The Senior Notes were issued in an aggregate principal amount of $74.1 million, and were secured by substantially all of the assets of Fruehauf subject to a first priority lien on accounts receivable and inventories held by Congress to secure Fruehauf's obligations under a Revolving Credit Facility and the right of Congress to look to other assets of Fruehauf under certain circumstances. Pursuant to a registration statement filed with the Securities and Exchange Commission, Fruehauf exchanged the Senior Notes for debt securities with substantially identical terms to the Senior Notes (hereinafter also referred to as "Senior Notes"). As of the Petition Date, approximately $54.5 million principal balance of the Senior Notes remained outstanding. Pursuant to orders of this Court entered in connection with the approval of post-petition debtor-in-possession financing to the Debtors by Madeleine, L.L.C., the Court affirmed the liens of the holders of the Senior Notes in all of the Debtors' assets and granted a replacement lien in all of the Debtors' assets. 7. The majority of the Debtors' assets have been liquidated during the course of the Reorganization Case. Based on the Debtors' best estimate of the current value of their assets, the holders of the Senior Notes are undersecured and the Debtors' estates are administratively insolvent. 8. The Plan represents a compromise between the Debtors, the holders of the Senior Notes and the unsecured creditors. Absent this compromise, unsecured creditors, and the vast majority of the administrative and priority claimants, would receive no distribution because there are no unencumbered assets with which to pay those Claims. 9. The Plan has been accepted by overwhelming majorities in each voting Class of Creditors. The vote with respect to the Plan was set forth in the various confirmation exhibits and is incorporated and adopted herein by reference. 10. This case has been characterized by the active involvement of various constituencies and parties-in-interest. The Plan represents a global compromise of the key issues in this case and is calculated to maximize value for creditors. This global compromise resolves the Claims and Interests of creditors and shareholders in a manner which is fair in the context of the treatments afforded to all affected entities. The Plan's provisions in effecting resolutions of these various entities' Claims and Interests are intertwined and were determined through extensive negotiations on an arm's length basis, in a negotiation process contemplated by the Bankruptcy Code. 11. The Plan provides for an orderly liquidation of the Debtors' remaining assets by the Liquidating Trustee. This method of liquidation is likely to maximize the value of the Debtors' assets. The Plan provides a greater return to unsecured creditors than they would receive in a Chapter 7 liquidation of the Debtors since, in a Chapter 7 case, it is likely that the entire proceeds of the Debtors' assets would be necessary to satisfy the secured Claims of the Senior Noteholders and unsecured creditors would receive nothing. 12. In negotiating and implementing the terms of the Plan, the settlements and other transactions and documents contemplated therein, and in soliciting acceptance of the Plan, the Debtors, the Creditors' Committee (and the individual members thereof), the Bondholders' Committee (and the members thereof), the Authorized Representative of Retirees, the Indenture Trustee, the Liquidating Trust, Alvarez & Marsal, Inc., Oppenheimer & Co., Inc., and any and all officers, directors, employees, members, agents, representatives, attorneys, investment bankers, financial advisors, accountants, and other firms, entities, partnerships, and individuals employed by any of them, or serving on or constituting such Persons, have acted and are acting in good faith, in compliance with the procedures established by the Court, and not contrary to the Bankruptcy Code and other applicable law. 13. The Pension Benefit Guaranty Corporation ("PBGC") filed claims relating to the Union Plan and the Management Plan in each of the In re Fruehauf Corp., et al. bankruptcies (Case Nos. 1563-1572). The PBGC is a wholly-owned United States government corporation created by Title IV of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. SS 1301-1461 ("ERISA"), to administer the mandatory pension plan termination insurance program established under Title IV of ERISA. The PBGC guarantees the payment of certain pension benefits upon termination of a pension plan covered by Title IV of ERISA. According to PBGC, if the transfer of sponsorship of the pension plans occurs and the pension plans remain on going after confirmation of the Plan, PBGC will withdraw its claims. Nothing in the Plan, therefore, shall be construed as releasing or in any way discharging PBGC's claims 14. The limitation of liability set forth in Section 9.3 of the Plan is reasonable and appropriate as to the "Exculpated Persons" named in that Section. 15. The Plan: a. Specifies every Class of Claims or Interests that is not impaired under the Plan; b. Specifies the treatment of any Class of Claims or Interests that is impaired under the Plan; c. Provides the same treatment for each Claim or Interest of a particular Class, unless the holder of a particular Claim or interest agrees to a less favorable treatment of such particular Claim or Interest; d. Provides adequate means for the Plan's implementation. e. Contains only provisions that are consistent with the interests of creditors and equity security holders and with public policy with respect to the manner of selection of the Liquidating Trustee and any successor to the Liquidating Trustee. f. Does not discriminate unfairly, and is fair and equitable, with respect to each class of Claims or Interests that is impaired under, and has not accepted, the Plan (that is, Classes 3, 5, 6 and 7) . 16. The Plan has been proposed in good faith and not by any means forbidden by law as required by section 1129(a)(3) of the Bankruptcy Code. 17. Any payment made or to be made by the Debtors, the Liquidating Trustee, or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with this Chapter 11 case, or in connection with the Plan and incident to this Chapter 11 case, has been or will be disclosed and has been or will be approved by the Court as reasonable under the terms of the Plan to the extent required by the Plan and section 1129(a)(4) of the Bankruptcy Code. The confirmation bonuses being paid to Chriss Street, Worth Frederick, James Wong and Courtney Watson are reasonable in light of the amount of work performed by these individuals for the benefit of the Debtors' estates before and after their employment by the estates. 18. At the Confirmation Hearing, the Debtors disclosed the identity and affiliations of Chriss Street, who has been proposed to serve, after confirmation of the Plan, as the Liquidating Trustee, and who will continue to serve until replaced. The appointment of Chriss Street as Liquidating Trustee is consistent with the interests of Creditors and with public policy. The nature of the compensation to be paid to Mr. Street has been disclosed in the Disclosure Statement, is reasonable and has been approved. Thus, the Plan meets the requirements of section 1129(a)(5)(A) of the Bankruptcy Code. 19. The Plan has not been unanimously accepted by each holder of a Claim of every class that is impaired under the Plan; however, each non-accepting holder of a Claim of each such class will receive or retain under the Plan, on account of such Claim, property of a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date as required by section 1129(a)(7)(A) thereof. 20. As previously referenced, all impaired, voting classes have accepted the Plan in terms of both number and amount pursuant to section 1126 of the Bankruptcy Code. Classes 5, 6 and 7 are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Accordingly, although the Plan complies with section 1129(a)(10) of the Bankruptcy Code -- in that at least one class of Claims that is impaired has accepted the Plan (without including any acceptance of the Plan by any insider) - -the Plan does not comply with section 1129(a)(8) of the Bankruptcy Code since not every impaired class of creditors or interest holders has accepted the Plan. 21. With respect to Classes 5, 6 and 7 -- which are all Classes that are receiving or retaining no property under the Plan and are deemed to reject pursuant to section 1126(g) -- the Court finds that the Plan does not discriminate unfairly with respect to the interest holders in those respective Classes. The Plan is also fair and equitable with respect to those Classes because, among other reasons, there is not any holder of a Claim or Interest that is junior to the Claims of those Classes that is receiving or retaining any property under the Plan on account of such Claims or Interests. 22. Except to the extent that the holder of a particular Claim has agreed to a different treatment of such Claim, and except to the extent that such Claims have been previously paid pursuant to a prior order of this Court or in the ordinary course, the Plan provides, as required by section 1129(a)(9) of the Bankruptcy Code, that Allowed Administrative and Priority Claims will be paid on the later of (i) the Effective Date or as soon as practicable thereafter, (ii) the date on which such Claim becomes an Allowed Claim, or (iii) such other date as is mutually agreed upon by the Liquidating Trustee and the holder of such Claim. Tax Claims shall be paid on the latest of (i) the first practicable date after the Effective Date, (ii) 30 calendar days after the date on which an Order allowing such Claim becomes a Final Order, (iii) the last day the taxes may be paid under applicable law without incurring penalties or interest, and (iv) such other time or times as may be agreed by the holder of such Claim and the Trustee. The sole source of payment of Allowed Administrative, Priority and Pre-petition Tax Claims shall be the Distribution Fund. Based on the evidence presented, the Distribution Fund is sufficient to pay the reasonably anticipated amount of such Allowed Claims in full. 23. The Court finds that the Plan is feasible. Except as specifically proposed in the Plan, confirmation and consummation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor of the Debtors under the Plan, and accordingly, the Plan complies with section 1129(a)(11) of the Bankruptcy Code. The structure of the Plan and mechanisms for implementation of the Plan are reasonable and appropriate. 24. All fees payable to date under 28 U.S.C. S 1930 have been paid, and the Plan provides for the payment of all such fees on the Effective Date as required by section 1129(a)(12) of the Bankruptcy Code. 25. The Debtors terminated Retiree Benefits pursuant to an Order dated May 29, 1997. As a result, no further payments are required and the Plan meets the requirements of section 1129(a)(13) of the Bankruptcy Code.. 26. The modifications filed by the Debtors to the Plan and to the Related Documents do not adversely affect the treatment of any creditor pursuant to the Plan. 27. Based upon the evidence presented by the Debtors concerning balloting, a majority in principal amount of the holders of the Senior Notes voted for acceptance of the Plan. Accordingly, pursuant to the terms of the Plan, the majority, affirmative vote constitutes a partial waiver of their lien rights and shall bind all holders of Senior Notes. 28. All securities to be issued or transferred by the Debtors or the Liquidating Trust pursuant to the Plan are being issued in exchange for Claims against or Interests in the Debtors. Wabash National Corporation and the Liquidating Trust are each successors to the Debtors for purposes of 11 U.S.C. S 1145 only and the Court makes no finding that the Liquidating Trust is a successor for any other purpose. 29. The Court's oral Findings of Fact on the record at the hearing on Confirmation of the Plan are incorporated herein by reference. 30. Debtors have demonstrated their need for an immediate closing following confirmation, provided that no stay of the Order is in effect or the Order has not been reversed or vacated. 31. To the extent that any provision designated herein as a Finding of Fact is more properly characterized as a Conclusion of Law, it is adopted as such. CONCLUSIONS OF LAW A. This is a core proceeding within the meaning of 28 U.S.C. S 157(b)(2)(L). This matter arises under title 11, and jurisdiction is vested in this Court to enter a final order by virtue of 28 U.S.C. S 1334(a) and (b), 28 U.S.C. SS 151, 157(a) and (b)(1) and the Standing Order of Reference in this District. These Findings of Fact and Conclusions of Law are being entered under Bankruptcy Rules 7052 and 9014. B. The Plan complies with the applicable provisions of the Bankruptcy Code as required by section 1129(a)(1) thereof. C. The Plan designates appropriately, in conformance with Section 1122 of the Code, classes of Claims, except Claims of a kind specified in Section 507(a)(1), 507(a)(2), and 507(a)(8) of the Code, and classes of interests. D. The Debtors were legally entitled to invoke the protections of the Bankruptcy Code and filed this Case in good faith. The Debtors have also conducted this case in a reasonable and prudent manner, and in accordance with the provisions of the Bankruptcy Code. The Debtors, as proponents of the Plan, have complied with the applicable provisions of the Bankruptcy Code as required by section 1129(a)(2) thereof. E. The Debtors has met the "cram down" requirements of section 1129(b) by establishing that the Plan does not discriminate unfairly, and is fair and equitable, with respect to each class of Claims and Interests that is impaired under, and has not accepted the Plan. F. Notice and distribution of the Plan and the Disclosure Statement were appropriate and complied with the applicable provisions of the Bankruptcy Code and the Bankruptcy Rules. The opportunity for a hearing on these matters was full and adequate. G. The Debtors, the Creditors' Committee (and the individual members thereof), the Bondholders' Committee (and the members thereof), the Authorized Representative of Retirees, the Indenture Trustee, the Liquidating Trust, Liquidating Trustee, Alvarez & Marsal, Inc., Oppenheimer & Co., Inc., and any and all officers, directors, employees, members, agents, attorneys, investment bankers, financial advisors, accountants, representatives, and other firms, entities, partnerships, and individuals employed by any of them, or serving on or constituting such Persons, are entitled to the protections of S 1125(e) of the Bankruptcy Code and other applicable law. H. The Court's oral Conclusions of Law on the record at the hearing on Confirmation of the plan are incorporated herein by reference. I. Nothing in the Court's Findings or Conclusions as to the proposed settlement and compromise of any Claims or disputes under the Plan shall be probative as to the merits of any such Claims or disputes or the appropriateness of any settlement or compromise thereof in the event the Plan does not become effective. J. To the extent that any provision designated herein as a Conclusion of Law is more properly characterized as a Finding of Fact, it is adopted as such. SIGNED this 17TH day of September , 1998. /s/Peter J. Walsh ------------------- HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE EX-99.6 7 FIRST AMENDED DISCLOSURE STATEMENT WITH RESPECT TO THE DEBTORS' FIRST AMENDED JOINT PLAN OF REORGANIZATION DATED JUNE 24, 1998 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: FRUEHAUF TRAILER CORPORATION, a Delaware corporation, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, a Maryland corporation, F.G.R., INC., a Michigan corporation, JACKSONVILLE SHIPYARDS, INC., a Florida corporation, Jointly Administered FRUEHAUF INTERNATIONAL, LIMITED, CASE NO. 96-1563 (PJW) a Delaware corporation, FRUEHAUF CORPORATION, Chapter 11 a Delaware corporation THE MERCER CO., DEUTSCHE-FRUEHAUF HOLDING CORPORATION, a Delaware corporation, MJ HOLDINGS, INC., an Ohio corporation, and E. L. DEVICES, INC., a Florida corporation, Debtors. - --------------------------------------------------------------------------- AMENDED DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE WITH RESPECT TO DEBTORS' FIRST AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 2 THIS AMENDED DISCLOSURE STATEMENT HAS BEEN PREPARED BY FRUEHAUF TRAILER CORPORATION, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, F.G.R., INC., JACKSONVILLE SHIPYARDS, INC., FRUEHAUF INTERNATIONAL LIMITED, FRUEHAUF CORPORATION, THE MERCER CO., DEUTSCHE-FRUEHAUF HOLDING CORPORATION, MJ HOLDINGS, INC., AND E.L. DEVICES, INC. (COLLECTIVELY, THE "DEBTORS," OR, TOGETHER WITH THEIR NON-DEBTOR AFFILIATES, THE "COMPANY") AND DESCRIBES THE TERMS AND PROVISIONS OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 (THE "PLAN"). ANY TERM USED IN THIS DISCLOSURE STATEMENT THAT IS NOT DEFINED HEREIN HAS THE MEANING ASCRIBED TO THAT TERM IN THE PLAN. DATED: July 28, 1998 CAMHY KARLINSKY & STEIN LLP MORRIS, NICHOLS, ARSHT & TUNNELL David Neier William H. Sudell, Jr. (No. 463) 1740 Broadway, 16th Floor Robert J. Dehney (No. 3578) New York, New York 10019-4315 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 ATTORNEYS FOR THE DEBTORS i TABLE OF CONTENTS Page I. INTRODUCTION 1 II. GENERAL INFORMATION CONCERNING THE DEBTORS AND CERTAIN EVENTS PRECEDING THE DEBTORS' CHAPTER 11 FILING 2 A. General Description of the Debtors' Businesses Pre-petition 2 1. Background. 2 2. Marketing and Distribution 3 3. International Operations 4 4. Employees 4 5. Assumption Agreement 4 6. The Maritime Business 4 7. 1995 Recapitalization 6 8. The K-H Letter Agreement 6 9. Airlie Note 7 10. Sale of Foreign Assets 7 B. Financial Condition of the Debtors; Events Necessitating Chapter 11 Protection 7 III. THE CHAPTER 11 CASE 8 A. Commencement of the Cases 8 B. First Day Relief 8 C. Formation of Unsecured Creditors' Committee and Bondholders' Committee 9 D. First Asset Sales 9 E. Retention of Alvarez & Marsal Services 10 F. Key Employee Retention Program 10 G. Significant Events During the Case 10 1. Sale of Delphos Axle Plant to Holland Hitch 10 2. Sale of Debtors' U.S. Manufacturing and Sales and Distribution Businesses to Wabash 11 3. Rejection of Collective Bargaining Agreements and Termination of Retiree Benefits 12 a. Termination of Retiree Benefits 12 b. Collective Bargaining Agreements 13 4. Receipt of $6.5 Million Senior Mortgage on Certain Jacksonville Property 13 5. Replacement of the Madeleine Facility with the BOA Facility 14 6. Litigation with Alvarez & Marsal and Thomas E. Ireland 14 7. Relocation of Offices to California 15 8. Sales of Wabash Stock 15 H. Current Management of the Debtors and Disclosure of Compensation 15 I. Assets and Liabilities of the Debtors 17 1. Debtors' Major Assets 17 a. Unrestricted Cash and Short Term Investments 17 b. Stock of Wabash National Corporation 17 c. Fruehauf de Mexico 18 d. Jacksonville Riverfront Development Note Receivable 20 e. Kearny Branch Note Receivable 20 f. Sindorf 20 g. Miscellaneous Real Estate 21 h. Miscellaneous Receivables and Escrows 21 i. Causes of action 21 2. Liabilities 22 IV. SUMMARY OF PLAN 23 A. Overview 23 B. Designation of Claims and Interests 23 1. Summary 23 C. Treatment of Unclassified Claims 24 1. Administrative Claims 24 2. Treatment of Pre-Petition Tax Claims 26 D. Classification and Treatment of Classified Claims and Interests 26 1. Class 1 - Priority Claims 26 2. Class 2 - Secured Claims of Holders of Senior Notes 27 3. Class 3 - Secured Claims Other Than Claims of Holders of Senior Notes 27 4. Class 4 - General Unsecured Claims 27 5. Class 5 - Old Common Stock 27 6. Class 6 - Old Warrants 28 7. Class 7 - Securities Claims 28 E. Acceptance or Rejection of the Plan 28 1. Voting Classes 28 2. Presumed Acceptance of Plan 28 3. Presumed Rejection of Plan 28 F. Means for Execution and Implementation of the Plan 28 1. Funding of the Distribution Fund 28 2. Transfer of Wabash Securities to Indenture Trustee 28 3. Change of Plan Sponsorship for the Management and Union Plans 28 4. Transfer of Hogan's Creek Property and Picketville Property 29 5. Foreclosure by Holders of Senior Notes 29 6. Transfer by Debtors of Assets to the Liquidating Trust 29 7. Ratification of Liquidating Trust Agreement 29 a. Powers and Duties 29 b. Compensation of Trustee 29 c. Limitation of Liability 29 d. Indemnity 30 e. Right to Hire Professionals 30 f. Treatment of Distribution Fund Surplus 30 g. Limitation on the Trustee 30 h. Distribution of Trust Certificates 31 i. Tax Treatment of the Liquidating Trust 31 j. Termination of Liquidating Trust 31 8. Dissolution of Corporate Entities 31 9. Cancellation of Old Securities 31 10. Registration Exemption for Debtors' Wabash Securities and Beneficial Interests in the Liquidating Trust 31 11. Transferability of the Trust Certificates; Applicability of Federal Securities Laws to the Liquidating Trust 33 12. Corporate Action 34 13. Preservation of Rights of Action 34 14. Objections to Claims 34 15. Exemption from Stamp and Similar Taxes 35 G. Funding and Methods of Distribution and Provisions for Treatment of Disputed Claims 35 1. Funding of Distributions Under the Plan 35 2. Distributions to Holders of Allowed Claims that are Administrative Expense Claims, Pre-Petition Tax Claims and Class 1 Priority Claims 35 3. Distributions to Holders of Allowed Class 2 Claim 36 4. Disputed Claims 36 5. Delivery of Distributions and Undeliverable or Unclaimed Distributions; Failure to Negotiate Checks 36 6. Distributions on Account of Unsecured Class 4 Claims 36 7. De Minimis Distributions 36 8. Compliance with Tax Requirements 36 9. Setoffs 36 10. Fractional Interests 37 H. Treatment of Executory Contracts and Unexpired Leases 37 I. Effects of Plan Confirmation 37 1. Transfers to Liquidating Trust are Free and Clear of Claims Against Debtors 37 2. No Liability for Solicitation or Participation 37 3. Limitation of Liability 37 4. Other Documents and Actions 38 5. Term of Injunctions or Stays 38 J. Confirmability of Plan and Cramdown 38 K. Retention of Jurisdiction 38 L. Post Confirmation Management of the Liquidating Trust 38 V. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN 41 A. Federal Income Tax Consequences to Fruehauf 42 B. Federal Income Tax Consequences to Holders of Claims 43 1. Holders of Claims 43 VI. VOTING PROCEDURES AND CONFIRMATION REQUIREMENTS 44 A. Confirmation of the Plan 44 1. Confirmation Hearing 44 2. Requirements for Confirmation of the Plan 45 a. Acceptance 45 b. Best Interests Test/Liquidation Analysis 46 c. Feasibility 46 d. Classification 46 B. Non-Consensual Confirmation 47 1. Fair and Equitable Standard 47 2. The Plan Must Not Discriminate Unfairly 47 C. Voting Procedures and Requirements 47 1. Voting Requirements - Generally 47 2. Ballot and Information Agent 48 3. Voting Procedures 48 4. Voting Deadline 50 INDEX TO APPENDIX Exhibit A: Debtors' Amended Joint Plan of R iv INDEX TO APPENDIX Exhibit A: Debtors' First Amended Joint Plan of Reorganization Dated June 24, 1998 I. INTRODUCTION This Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code With Respect to the Debtors' Amended Joint Plan of Reorganization Dated July 28, 1998 of Fruehauf Trailer Corporation and Related Debtors (the "Disclosure Statement") approved by Order of the United States Bankruptcy Court for the District of Delaware on July 28, 1998, relates to the Debtors' Amended Plan of Reorganization dated July 28, 1998 (the "Plan"), a copy of which is annexed hereto as Exhibit "A". The Plan is supported by and the Unofficial Committee of Holders of Senior Secured Notes (the "Bondholders'' Committee") [and the Official Committee of Unsecured Creditors]. THE DEBTORS BELIEVE THAT THE PLAN IS IN THE BEST INTERESTS OF CREDITORS AND INTEREST HOLDERS, AND URGE ALL CREDITORS TO VOTE IN FAVOR OF THE PLAN. CREDITORS ARE ENCOURAGED TO READ AND CONSIDER CAREFULLY THIS ENTIRE DISCLOSURE STATEMENT, INCLUDING THE PLAN OF REORGANIZATION ATTACHED HERETO. VOTING INSTRUCTIONS ARE CONTAINED ON YOUR BALLOT AND ARE SET FORTH IN THIS DISCLOSURE STATEMENT IN SECTION VI(C) TO BE COUNTED, YOUR BALLOT MUST BE DULY COMPLETED, EXECUTED AND ACTUALLY RECEIVED BY THE BALLOT AGENT NO LATER THAN 5:00 P.M., EASTERN TIME ON SEPTEMBER 9, 1998. THE CONFIRMATION HEARING HAS BEEN SCHEDULED TO COMMENCE ON SEPTEMBER 16, 1998 AT 2:00 P.M. BEFORE THE HONORABLE PETER J. WALSH, AT THE UNITED STATES BANKRUPTCY COURT (THE "COURT"), 824 MARKET STREET, WILMINGTON, DELAWARE 19801. THE CONFIRMATION HEARING MAY BE ADJOURNED WITHOUT FURTHER NOTICE TO PARTIES-IN-INTEREST EXCEPT FOR AN ANNOUNCEMENT OF THE ADJOURNED DATE MADE AT THE HEARING. OBJECTIONS TO CONFIRMATION OF THE PLAN MUST BE IN WRITING, STATE THE NATURE AND AMOUNT OF CLAIMS OR INTERESTS HELD OR ASSERTED BY THE OBJECTOR AGAINST THE DEBTORS' ESTATE OR PROPERTY, THE BASIS FOR THE OBJECTION, AND THE SPECIFIC GROUNDS THEREFOR, AND SHALL BE FILED WITH THE COURT AND SERVED UPON THE DEBTORS, THEIR COUNSEL, COUNSEL TO CREDITORS' COMMITTEE AND BONDHOLDERS' COMMITTEE, AND THE UNITED STATES TRUSTEE IN THE MANNER SET FORTH IN THE CONFIRMATION NOTICE SO AS TO BE RECEIVED NO LATER THAN 4:00 P.M. EASTERN TIME ON SEPTEMBER 9, 1998. NO PERSON IS AUTHORIZED BY THE DEBTORS TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT AND THE ATTACHMENTS HERETO. THE DELIVERY OF THIS DISCLOSURE STATEMENT WILL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT ALL OF THE INFORMATION IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. INFORMATION CONTAINED HEREIN REGARDING THE DEBTORS, THEIR BUSINESSES, ASSETS AND LIABILITIES HAVE BEEN PROVIDED BY THE DEBTORS. WHERE STATED, THE DEBTORS HAVE RELIED ON INFORMATION PROVIDED BY THEIR ADVISORS. THE DEBTORS DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY OF THAT INFORMATION. THE DEBTORS AND THEIR ADVISORS ARE UNAWARE OF ANY FALSE OR MISLEADING STATEMENT THAT WOULD MATERIALLY AFFECT A HYPOTHETICAL INFORMED INVESTOR'S DETERMINATION ON HOW TO VOTE ON THE PLAN. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. II. GENERAL INFORMATION CONCERNING THE DEBTORS AND CERTAIN EVENTS PRECEDING THE DEBTORS' CHAPTER 11 FILING A. General Description of the Debtors' Businesses Pre-petition. 1. Background. On October 7, 1996 (the "Petition Date"), the following entities filed petitions for relief in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") under Chapter 11 of the United States Bankruptcy Code (the "Code"): FRUEHAUF TRAILER CORPORATION, a Delaware corporation, JACKSONVILLE SHIPYARDS, INC., a Florida corporation, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, INC., a Maryland corporation, FRUEHAUF INTERNATIONAL LIMITED, a Delaware corporation, FRUEHAUF CORPORATION, a Delaware corporation, The Mercer Co., a Delaware corporation, FGR, INC., a Michigan corporation, DEUTSCHE-FRUEHAUF HOLDING CORPORATION, a Delaware corporation, E.L. DEVICES, INC., a Florida corporation, M.J. HOLDINGS INC., an Ohio corporation, (collectively referred to as the "Debtors"). Debtor Fruehauf Trailer Corporation ("Fruehauf") is the direct or indirect parent company of all of the other Debtors. Fruehauf was organized in 1989 to acquire certain assets and assume certain liabilities related to the trailer and maritime businesses (the "Maritime Business") of Fruehauf Corporation ("Old Fruehauf"). In July 1989, Fruehauf consummated this acquisition and assumption (the "Fruehauf Acquisition"). Directly or indirectly, Fruehauf owns 100% of the outstanding voting equity of all other Debtors. As of the Petition Date, Fruehauf was in the business of designing, manufacturing, selling and servicing truck trailers and related parts and accessories. Fruehauf's products were sold and used throughout the United States and in numerous foreign countries. Debtor Fruehauf International Limited ("FIL") owns a 99.99% equity interest in a foreign trailer manufacturer in Mexico, Fruehauf de Mexico, S.A. de C.V. ("Fruehauf de Mexico"). The other Debtors are either inoperative or engaged in trailer transportation businesses similar to Fruehauf. As of the Petition Date, the Debtors had over 20,000 creditors and approximately 2,000 full-time and part-time employees. Fruehauf was a public company that operated approximately 40 manufacturing, distribution, sales and servicing facilities throughout the United States and was a leader in domestic used trailer sales. Fruehauf trailers had been manufactured since 1914. Fruehauf trailers were noted for their quality and durability and, therefore, commanded a premium price. Fruehauf owned manufacturing facilities, in Fort Madison, Iowa ("Fort Madison"), Delphos, Ohio ("Delphos") and, through a subsidiary, in Coacalco, Mexico, and Fruehauf leased a manufacturing facility in Huntsville, Scott County, Tennessee ("Scott County"). Fruehauf also leased its wholesale parts distribution center in Grove City, Ohio. Fruehauf had an extensive distribution system, which management believed at the Petition Date was the largest in the industry, consisting of 31 branches (the largest company-owned national sales network), six of which were leased. The branch facilities consisted of office, warehouse and service space and generally ranged in size from 20,000-35,000 square feet per facility. Fruehauf's distribution system also included 79 "full-line" and 123 "parts-only" independent dealerships as of December 31, 1995. As of the Petition Date, Fruehauf manufactured or marketed several truck trailer models, including dry freight vans, platform trailers, dump trailers and liquid and bulk hauler tank trailers. Dry freight vans represented the largest selling product in the industry and historically accounted for more than two-thirds of Fruehauf's unit sales of new trailers. Fruehauf's axle manufacturing facility located in Delphos, Ohio, supplied most of the trailer axles required in Fruehauf's business. Most of the axles manufactured at the Delphos plant were unique in their square beam configuration. All other major domestic truck trailer manufacturers utilize round beam axles in their trailers. Fruehauf manufactured dry freight vans at the Fort Madison manufacturing facility and dump and platform trailers at the Scott County manufacturing facility. In May 1994, Fruehauf entered into a series of agreements with LBT, Inc. ("LBT") that included, among others, a private label manufacturing agreement whereby LBT manufactured liquid and bulk hauler tank trailers designed to Fruehauf's specifications and marketed the tank trailers through Fruehauf's distribution network. New trailer sales of LBT produced product totaled approximately $13.7 million for the year ended December 31, 1995. Used trailer sales represented another source of revenue. Used trailer sales were generally somewhat less cyclical than new trailer sales. The sale of accessories and replacement parts produced the highest gross margins of any of the Debtors' product lines. All of Fruehauf's branches carried a large range of replacement parts, many of which could be used on trailers manufactured by competitors. Fruehauf also sold replacement parts to its independent dealers on a wholesale basis. 2. Marketing and Distribution. Fruehauf maintained a distribution network of 233 points of distribution dedicated to servicing the trucking and transport industry. Fruehauf's large distribution network afforded Fruehauf the ability to generate sales to smaller independent operators. In addition, this branch system enabled Fruehauf to provide maintenance and other services to customers on a nationwide basis and to take in large quantities of trade-ins, which are common with large new trailer deals with fleet customers. In addition to the 31 Debtor-owned branches, Fruehauf also sold its products through a nationwide network of approximately 79 "full-line" and 123 "parts-only" independent dealerships, which generally served the trucking and transport industries. Although these dealers carried the products of a variety of manufacturers, each dealer generally carried only one manufacturer's "brand" of each type of product. Fruehauf maintained a Dealer Sales Organization to service these dealers. The 79 "full-line" independent dealerships maintained various levels of new trailer stock inventory. 3. International Operations. At the Petition Date, the Debtors' international operations principally included a Mexican subsidiary and an export operation principally for trailer components and parts. As mentioned, Fruehauf's wholly-owned subsidiary FIL currently holds a 99.99% equity interest in Fruehauf de Mexico, a foreign trailer manufacturing company that operates in Mexico. Shortly before the Petition Date, as described more fully below, FIL completed a transaction to sell certain of its interests in other foreign trailer manufacturers. Export sales from the Debtors' domestic operations were $9.8 million, $9.4 million and $8.1 million in 1995, 1994 and 1993, respectively. 4. Employees. As of September 15, 1996, the Debtors had approximately 2,000 employees. Approximately 52% of such employees were represented by labor unions, which had entered into various separate collective bargaining agreements with the Debtors. The Debtors currently employ approximately 6 full time employees. Approximately 417 people are employed by Fruehauf de Mexico. 5. Assumption Agreement. Old Fruehauf and Terex Trailer Corporation (formerly FRH Acquisition Corporation and now known as Fruehauf) entered into an Assumption Agreement dated as of July 13, 1989 whereby Fruehauf assumed certain liabilities. Fruehauf assumed substantially all of the liabilities relating to certain trailer subsidiaries, and the Maritime Business (as defined below), including environmental liabilities, and liabilities relating to employees and former employees of these businesses (such as pension, retiree medical, and workers compensation benefits). As described below, Maryland had already ceased operations at the time of the Fruehauf Acquisition, Jacksonville ceased operations in 1992 and substantially all of CEMCO's assets were sold in December 1991. The Fruehauf Acquisition left Fruehauf with substantial liabilities which took years to fully materialize. These substantial "trailing liabilities" relating to the closed businesses were a significant factor in Fruehauf and the other Debtors' financial difficulties which resulted in these Chapter 11 cases. 6. The Maritime Business. The Maritime Business acquired by Fruehauf in the Fruehauf Acquisition consisted of (a) 80% of the capital stock of Coast Engineering and Manufacturing Company ("CEMCO"), (b) all of the capital stock of Jacksonville Shipyards, Inc. ("Jacksonville") and (c) all of the capital stock of Maryland Shipbuilding and Drydock Company ("Maryland"). CEMCO was engaged in the design and manufacture of heavy-duty equipment used in dockside loading and unloading. Jacksonville was a major ship repair facility located in Jacksonville, Florida that ceased operations in 1992. Maryland was a shipbuilding facility located in Baltimore, Maryland that ceased operations in 1984. At the time of the Fruehauf Acquisition, Fruehauf announced its intention to divest the Maritime Business. In December 1991, substantially all of the operating assets of CEMCO were sold. During 1992, Jacksonville's operations ceased, and a program was implemented to liquidate its remaining assets, consisting primarily of real estate and receivables. On February 10, 1995, Jacksonville completed the sale of substantially all of its remaining real estate in three separate transactions. As a consequence of these transactions, all of Jacksonville's liabilities associated with these properties, including certain vendor, real and personal property tax and on-site environmental liabilities, were assumed by the purchasers of the respective properties or otherwise satisfied. As part of these transactions, Jacksonville received a promissory note in the principal amount of $3,777,100.00 secured by a mortgage encumbering property owned by Jacksonville Riverfront Development, Ltd. ("JRD"). The property securing the mortgage was the site of Jacksonville's operations and consists of approximately 50 acres of riverfront property, 27.47 acres of uplands and 16.88 acres of submerged land, located near Alltel Stadium in downtown Jacksonville, Duval County, Florida, on the St. Johns River. The property is divided into two parcels. The western parcel includes approximately ten acres of land and contains four piers that are roughly six hundred feet long. The eastern panel includes approximately eighteen acres of uplands and four acres of submerged land and contains one pier that is about six hundred feet long. At the Petition Date (and currently), CEMCO, Jacksonville and Maryland had (have) substantial liabilities relating to various matters, including (a) workers compensation and retiree medical benefits in the case of Jacksonville and Maryland, (b) off-site environmental claims in the case of Jacksonville and (c) products liability claims in the case of CEMCO. Such liabilities far exceeded (and exceed) the value of the respective salable assets of these entities. As a consequence, Fruehauf had in certain circumstances funded these liabilities. Due in part to these liabilities, on February 10, 1995, CEMCO filed a petition for relief under chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. 7. 1995 Recapitalization. On May 3, 1995, Fruehauf completed a recapitalization (the "1995 Recapitalization") consisting of the following transactions: (a) the issuance by Fruehauf pursuant to the terms of an indenture (the "Indenture") of certain senior secured notes (the "Senior Notes") to Fruehauf's lenders under its then existing bank credit facility (the "Bank Credit Facility") as a result of an amendment and restatement of the Bank Credit Facility; (b) the issuance by Fruehauf of detachable warrants (the "Restructuring Warrants") to purchase 2,791,907 shares of Fruehauf's common stock, par value $.01 per share (the "Common Stock"), pro rata to the holders of the Senior Notes; (c) an amendment to Fruehauf's then existing revolving credit facility (the "Revolving Credit Facility"), pursuant to which, among other things, (i) Congress Financial Corporation (Central) ("Congress") assumed the obligations of the banks under the Bank Credit Facility in respect of approximately $7.4 million of letters of credit issued by such banks for the benefit of Fruehauf through the issuance of replacement letters of credit and (ii) Fruehauf's line of credit under the Revolving Credit Facility was increased to $45 million less the amount of letter of credit obligations; and (d) the issuance by Fruehauf of an aggregate of 8,136,500 shares of Common Stock in a private placement transaction in which Fruehauf received cash proceeds, net of placement agent fees and other equity placement costs, of approximately $20.7 million. The Trustee under the Indenture is IBJ Schroder Bank & Trust Company, and the lender under the Revolving Credit Facility was Congress. The Senior Notes (a) were issued in an aggregate principal amount of $74.1 million, which represents $66.6 million of then outstanding indebtedness under the Bank Credit Facility, $4.1 million of previously accrued amendment fees and approximately $3.4 million in fees associated with the Senior Notes; (b) bear interest at a rate of 14.75% per annum; (c) do not have any mandatory sinking fund; (d) have no scheduled payments of principal until April 30, 2002; and (e) were secured by substantially all of the assets of Fruehauf subject to a first priority lien on accounts receivable and inventories held by Congress to secure Fruehauf's obligations under the Revolving Credit Facility and the right of Congress to look to other assets of Fruehauf under certain circumstances. Pursuant to a registration statement filed with the Securities and Exchange Commission, Fruehauf exchanged the Senior Notes for debt securities with substantially identical terms to the Senior Notes and which were publicly tradeable securities (hereinafter also referred to as "Senior Notes"). Interest on the Senior Notes is payable semiannually on May l and November l of each year. As of the Petition Date, approximately $54.5 million principal balance of the Senior Notes remained outstanding. 8. The K-H Letter Agreement. On April 19, 1996, Fruehauf entered into a letter agreement (the "K-H Letter Agreement") with K-H Corporation ("K-H"), pursuant to which, among other things, K-H purchased an aggregate $6.5 million interest in the Revolving Credit Facility (the "Working Capital Term Note"). As part of the Letter Agreement, K-H received five-year warrants to purchase 2,000,000 shares of common stock for an exercise price of $2.50 per share. On June 21, 1996, also pursuant to the K-H Letter Agreement, Fruehauf and K-H entered into a loan agreement (the "Subordinated Revolving Note") under which K-H agreed to lend at least $3.5 million to Fruehauf (and additional amounts in K-H's sole discretion) to fund trailing liabilities for which K-H may have contingent liability. The Subordinated Revolving Note bears interest at the rate of prime plus 2.5%. The debt owing under the Subordinated Revolving Note is (a) fully subordinate to the debt evidenced by the Revolving Credit Facility and the Indenture and (b) secured by a lien on collateral subordinate to the security interests of Congress and the trustee and collateral agent under the Indenture. 9. Airlie Note. The Airlie Group, L.P. was issued a Second Amended Restated Subordinated Promissory Note (the "Airlie Note") by Fruehauf, dated August 26, 1994, in the original principal amount of $8,607,312.33 issued pursuant to an Exchange Agreement dated June 28, 1991. The Airlie Note is subordinate to certain other debt of Fruehauf, has a maturity date of October 1998 and accrues interest at the rate of 15% per annum. On June 30, 1996, Fruehauf failed to make an interest payment due on the Airlie Note. 10. Sale of Foreign Assets. On June 21, 1996, Fruehauf completed the sale of certain of its foreign assets (the "Foreign Sale") to FIL Partners, Ltd. as follows: (a) (i) a 15% interest in Nippon Fruehauf Company, Ltd., which operates in Japan; (ii) a 5% interest in Henred Fruehauf (Pty) Ltd., which operates in South Africa; and (iii) an approximate 23% interest (9% giving consideration to certain dilutive securities) in Societe Europeenne de Semi-Remorques S.A. ("SESR"), which, in turn, holds equity interests in trailer manufacturing concerns in France, the United Kingdom and the Netherlands; (b) certain trademark and technology licensing agreements currently operative outside North America (including all rights to any fees payable under any such existing agreements and any renewals thereof that may be made in the future); (c) the trademark "Fruehauf" outside of North America; and (d) certain excess machinery and equipment and the rights to collect certain export trade receivables. Proceeds to Fruehauf from the Foreign Sale, net of transaction costs and $1 million held in escrow, totaled approximately $18.3 million. B. Financial Condition of the Debtors; Events Necessitating Chapter 11 Protection. Fruehauf experienced reduced booking levels during the second half of 1995 and the first half of 1996 as well as an increase in the level of cancellations. Although new trailer sales for 1995 were higher than the comparable 1994 period, new trailer sales and gross margins during the third and fourth quarters of 1995 were less than anticipated due to production problems at the Fort Madison and Scott County trailer assembly plants. As a result, both plants experienced spot shortages in raw materials and component parts, with corresponding difficulties in optimizing production schedules. New trailer sales, gross margin percentages and operating cash flows were negatively affected by these events. The Debtors continued to experience cancellations subsequent to December 31, 1995, with the backlog of customer orders totaling approximately $43 million as of August 31, 1996. In addition, Fruehauf de Mexico's revenue sources continued to be adversely affected by the poor economic conditions in the Republic of Mexico. The reduction in near-term production levels had a drastically adverse effect on sales and operating profitability and on cash flows. Fruehauf incurred massive losses prior to the filing of the Chapter 11 petition which resulted in an insufficiency of cash to sustain its operations and meet its obligations. As of September 23, 1996, the Debtors' manufacturing facility in Fort Madison, Iowa was idled due to cash constraints. As of the Petition Date, Scott County had been idled due to cash constraints. Effective as of September 13, 1996, Thomas B. Roller, the former President and CEO of Fruehauf, resigned from the company to become the President and CEO of Wolverine Tube, Inc. In addition, also effective as of September 13, 1996, Timothy J. Wiggins, the former Executive Vice President and Chief Financial Officer of Fruehauf, resigned from the company. Fruehauf's Board appointed Derek L. Nagle President to replace Mr. Roller. Formerly, Mr. Nagle was the Senior Vice President -- North American Sales and Distribution for Fruehauf. III. THE CHAPTER 11 CASE A. Commencement of the Cases. The Debtors commenced these cases under Chapter 11 of the Bankruptcy Code on October 7, 1996 (the "Petition Date"). The Debtors continue to operate as debtors-in-possession, managing their properties and estates in accordance with Sections 1107 and 1108 of the Bankruptcy Code. B. First Day Relief. At a hearing held on the Petition Date, the Debtors sought a variety of forms of relief, typically referred to as "First Day" relief. Initially, the Debtors sought and the Court approved the retention of Jones, Day, Reavis & Pogue as bankruptcy counsel, Morris, Nichols, Arsht & Tunnell as co-counsel, Carson, Fischer, PLC as special counsel, Price Waterhouse LLP as independent auditors, accountants, and tax and financial advisors, and Logan & Company, Inc. as claims and noticing agent. In addition, the Debtors received the Court's approval of a variety of routine motions allowing them, among other things, to (1) continue to use their existing centralized cash management system and bank accounts, (2) pay certain pre-petition employee wages, salaries and related items, (3) honor certain pre-petition obligations to customers, and (4) pay certain pre-petition trust fund taxes. Additionally, the Debtors sought interim approval of first priority secured post-petition debtor-in-possession financing (the "Madeleine Facility") in an interim amount not to exceed $35 million from Madeleine, LLC ("Madeleine"), an affiliate of Cerberus Partners, L.P. The Madeleine Facility provided the Debtors with a line of credit with two components: a $35 million borrowing base facility and an over-advance facility of $20 million. On the Petition Date, the Court approved the DIP Facility on an interim basis pending a hearing with respect to a final order. As part of the Interim Order approving the DIP Facility, the Debtors were authorized to use proceeds from the DIP Facility to pay $6,739,006.12 to K-H for amounts due under the pre-petition working capital facility and $6,656,425.85 to Congress Financial Corporation ("Congress") to cash collateralize undrawn letters of credit issued by Congress and other indemnity obligations and $7,871,561.19 to Congress for amounts due under the pre-petition working capital facility. Under the payoff letters with K-H and Congress, the Debtors remained obligated to continue to indemnify K-H and Congress for any indemnification and reimbursement obligations under the loan documents as administrative expenses. Additionally, Congress retained $312,448.85 as cash collateral for any of the indemnification and reimbursement obligations due to Congress under the loan documents. The Court entered a final order approving the Madeleine Facility on November 5, 1996. C. Formation of Unsecured Creditors' Committee and Bondholders' Committee. On October 21, 1996, the United States Trustee for the District of Delaware appointed an Official Committee of Unsecured Creditors for the Debtors' jointly administered cases. The following entities were appointed as members of the Unsecured Creditors' Committee: a. The Airlie Group, L.P.; b. Southern Fabricators, Inc.; c. Decatur Aluminum Corp.; d. Aluminum Co. of America (Alcoa); e. Goodyear Tire and Rubber Co.; f. Ruan Transport Corporation; and g. Leclerc Inc. The Unsecured Creditors' Committee retained Stroock & Stroock & Lavan, L.L.P. as its counsel, and Saul, Ewing, Remick & Saul as its local counsel. The Committee also retained Ernst & Young, L.L.P. as its accountants. The Unsecured Creditors' Committee currently consists of four members: Southern Fabricators, Inc.; Decatur Aluminum Corp.; Aluminum Co. of America (Alcoa); and Goodyear Tire and Rubber Co. The Court also recognized the Unofficial Committee of Senior Secured Noteholders (the "Bondholders' Committee") as parties in interest. The Bondholders' Committee consists of (a) Herzog, Heine & Geldue; (b) Lehman Brothers; (c) Bartlett & Co.; (d) M.H. Davidson & Co.; (e) Foster & Motley, Inc.; (f); OTA Limited Partnership; (g) Everen Securities; (h) Baker Nye Advisors; (i) Miller Tabak Hirsch & Co.; (j) Kennedy, Cabot & Co.; (k) Credit Research & Trading LLC; (l) Aisel & Co., L.L.C.; (m) Yamaichi International (America); (n) Mariner Investment Group, Inc.; (o) Paloma Partners; (p) Societe Generale Securities Corp.; and (q) CoMac Partners, L.P. The Bondholders' Committee retained Haynes and Boone, L.L.P. and Young, Conaway Stargatt and Taylor as counsel. D. First Asset Sales. On December 3, 1996, Debtor Fruehauf Trailer Corporation sought the Court's approval of its sale of certain real property located in Philadelphia, Pennsylvania free and clear of all liens, claims and encumbrances pursuant to Section 363 of the Bankruptcy Code. Again, the net proceeds of the sale were to be paid to Madeline in accordance with the terms of the final DIP order. By the motion, Fruehauf sought the Court's approval of a post-petition agreement entered according to terms as to which there had been substantial agreement pre-petition, in September 1996. Those terms called for the sale of the Philadelphia property to Navistar free and clear of all liens and interest therein for $850,000.00. The Court approved the sale of the Philadelphia property by order dated December 23, 1996. E. Retention of Alvarez & Marsal Services. The Debtors retained Alvarez & Marsal, Inc. ("A&M") as crisis managers, with the Court's approval, on or about October 9, 1996, as required by the Madeleine Facility. On December 10, 1996, the Debtors moved the Court for an order expanding the scope of A&M's employment to include financial advisory and investment banking services. In connection with the Debtors' exploration of a variety of reorganization scenarios, the Debtors determined that the sale of some or all of their businesses might be the appropriate method by which to maximize the value of their estates for the benefit of creditors. The Court approved the expanded scope of A&M's employment on December 23, 1996. F. Key Employee Retention Program. On December 9, 1996, the Debtors sought Court approval of their assumption and performance of a two-part pre-petition employee retention program. The first part of the plan provided for certain retention payments consisting of a percentage of an employee's annual salary payable over time to encourage the key employees to remain with the Debtors. The second program, consisting of key employees and top-level management roles, provided similar benefits albeit at a higher payment rate and accelerated schedule. The total amount of the retention payments was estimated at approximately $1.3 million. The Court approved the Key Employee Retention Program by Order dated December 23, 1996. The Program was not extended after it expired in March 1997. G. Significant Events During the Case. 1. Sale of Delphos Axle Plant to Holland Hitch. On January 22, 1997, Fruehauf and Holland Hitch Company ("Holland Hitch") entered into a purchase agreement for the sale of Delphos Axle unit. The agreement provided that Holland Hitch would purchase the Delphos assets as a going concern and take assignments of the Delphos sales contracts in exchange for cash in the amount of $13 million, plus the agreed value at closing of the Delphos Axle unit's inventory and the assumption of certain liabilities. By motion dated January 22, 1997, Fruehauf sought Court approval for a procedure to sell the Delphos assets free and clear of liens, claims and other encumbrances. The procedure generally provided for a Solicitation for Bids to Purchase Fruehauf Trailer Corporation's Delphos Axle Business and Assets and Terms and Conditions of Auction (the "Solicitation") to be sent to all parties either known by Fruehauf to have an interest in the Delphos assets or identified by Fruehauf as having a potential interest in the assets. The Solicitation identified the procedures to be followed by each potential bidder. The procedures required the submission of initial written bids by no later than February 14, 1997, accompanied by bid deposits and certain information relating to the financial wherewithal of the bidder. The procedures contemplated an auction being held on February 18, 1997, and further contemplated certain minimum bidding requirements, including minimum bidding increments. The procedures also required that offers be in cash and not subject to further due diligence financing or other contingencies except those contingencies provided for in the Delphos purchase agreement with Holland Hitch. In conjunction with seeking approval of the asset sale procedures, Fruehauf also sought approval of an expense reimbursement agreement with Holland Hitch. The expense reimbursement agreement required Fruehauf to pay to Holland Hitch a topping fee of $460,000 and to reimburse certain of Holland Hitch's reasonable out-of-pocket expenses in the event that the Bankruptcy Court approved a sale to a party other than Holland Hitch or that Fruehauf failed to close a sale with Holland Hitch after the Court had approved such sale. The Court approved the asset sale procedures and the expense reimbursement agreement. Holland Hitch modified its offer to eliminate an environmental escrow and reduced its bid to $12,250,000 plus the agreed value of the inventory. Wabash National Corporation timely submitted a bid in the amount of $13,250,000 plus the agreed value of the inventory. On February 18, 1997, as contemplated by the asset sale procedures, the Debtors conducted an auction of the Delphos assets where Holland Hitch was the successful bidder with a bid of $14,390,000 plus the value of the inventory. Thus, as a result of the auction, the purchase price for the Delphos assets increased $2,140,000. The Bankruptcy Court approved the sale of the assets to Holland Hitch. 2. Sale of Debtors' U.S. Manufacturing and Sales and Distribution Businesses to Wabash. On February 15, 1997, Fruehauf Trailer Corporation and Fruehauf International, Ltd. sought the entry of an Order: (i) establishing bidding and asset sale procedures for substantially all of the Debtors' businesses and assets as going concerns, (ii) authorizing the sale of the assets free and clear of liens, claims and other encumbrances, and (iii) authorizing assumption and assignment of related leases and executory contracts. Essentially, the motion sought to establish the procedure for an auction of Fruehauf's domestic trailer manufacturing and domestic sales and distribution businesses. The Debtors proposed and the Court approved a solicitation requiring the submission of initial bids by March 14, 1997, with an auction to be held on March 18, 1997. The procedures required bid deposits, information relating to the financial ability of each bidder to perform and contemplated minimum bidding increments and the submission of bids with substantially identical terms and conditions as established by a form purchase agreement. On March 14, 1997, the day that bids for the Debtors' assets were due, the Debtors appeared before the Court with an offer from Wabash National Corporation ("Wabash"). The Debtors sought approval of a topping fee and expense reimbursement agreement with Wabash. The agreement, which was approved by the Court, provided for the Debtors' reimbursement of Wabash's expenses up to $250,000 and payment to Wabash of a topping fee of $1.5 million. The topping fee was not to be payable to Wabash if the Debtor determined that the assets to be sold to Wabash should be reorganized rather than sold. The topping fee was payable if the Debtor accepted a higher offer for the same assets or if the Debtor operated outside the ordinary course of its business in a manner which lead to a material adverse change. Wabash was the sole bidder at the March 17 auction. In connection with the auction, Wabash altered the terms of its prior purchase agreement with the Debtors to include the purchase of the Debtors' Fort Madison plant and the purchase price increased approximately $4 million as a result. The Wabash consideration consisted of $19 million in cash, 1,000,000 shares of Wabash common stock, and $17,600,000 of par value of Wabash preferred stock. Although the total consideration was insufficient to pay both the secured DIP lender and the claims of the senior secured Noteholders in full, the Court concluded that the sale was in the best interests of the Debtors and its creditors since it appeared to represent the market value of the assets. Madeleine, the DIP lender, objected to the Wabash sale on the grounds that the cash portion of the proceeds was insufficient to pay off the Madeleine loan. The Debtors addressed the objection by seeking the Court's authority to pay to Bank of America certain due diligence and commitment fees as a first step to finding a replacement DIP lender and the sale to Wabash was approved by the Court. 3. Rejection of Collective Bargaining Agreements and Termination of Retiree Benefits. a. Termination of Retiree Benefits. The Debtors had approximately 1,800 retirees and dependents of retirees (collectively the "Retirees") all of whom at some time had been entitled to medical and related benefits from the Debtors (the "Benefits"). Historically, the Debtors were self insured for all of the Benefits. The Debtors continued uninterrupted payment of Benefits from the Petition Date through April 15, 1997, the day prior to the closing of the Wabash sale. Payment of the post-petition amounts required certain financial accommodations from Fruehauf's predecessor, K-H Corporation ("K-H"). Nearly 90% of the Debtors' Retirees were employees of K-H who retired prior to Fruehauf's acquisition of K-H's trailer and maritime businesses. As a result of its decision to dispose of its domestic operations through a going concern sale, the Debtors sent notices to Retirees on January 31, 1997, indicating that Benefits would terminate on April 15, 1997. Section 1114 of the Bankruptcy Code provides a process for the modification or termination of retiree benefits. Consistent with the required process, on April 16, 1997, the Debtors made a proposal to the Paperworkers Union to terminate Benefits to the Paperworkers Retirees and filed a motion for interim and final orders terminating these Benefits pursuant to Sections 1114(g) and (h) of the Bankruptcy Code. On April 18, 1997, the Court entered an Agreed Order among the Debtors, the Paperworkers Union and the Bondholders' Committee immediately terminating the Paperworkers Benefits on an interim basis. The Debtors then requested that the Paperworkers Union be designated as the representative of the Retirees with respect to the Debtors proposed termination of the Benefits. The Court granted this request. The Debtors made a proposal to the Paperworkers Union that Retiree Benefits be terminated because (i) the Debtors had no unencumbered assets from which to pay the Benefits on a going forward basis (in fact, the secured creditors were not likely to be paid in full); and (ii) termination of the Benefits was necessary to maximize the value of the Debtors' estate and provide the Debtors with an opportunity to propose a plan of reorganization that would maximize recoveries to all creditors. Further, the Debtors pointed out that many of the retiree benefit plans at issue were subject to termination or modification pursuant to their terms. On May 29, 1997, the Court entered a Final Order Authorizing Debtors to Modify Certain Retiree Benefits, Pursuant to Section 1114 of the Bankruptcy Code in which all Retiree Benefits were terminated. Continuing benefits may be available to some retirees from Fruehauf predecessors who may be co-obligors on Retiree Benefits. The termination of the Retiree Benefits will not affect the pension rights of retirees. b. Collective Bargaining Agreements. The Debtors were parties to approximately 40 current or former collective bargaining agreements (collectively, the "CBAs") with various labor organizations (collectively, the "Unions") representing certain former employees of the Debtors (collectively, the "Employees"). Upon the sale of the Delphos Axle plant and the sale of the domestic manufacturing and sales and distribution operations to Wabash, virtually all of Debtors' Employees were terminated. Although Holland Hitch and Wabash agreed to hire many of the Employees, it did not agree to the assignment of the CBAs in connection with the purchases. By motion dated April 22, 1997, the Debtors sought authority to terminate and reject their CBAs pursuant to Section 1113 of the Bankruptcy Code. At the same time, the Debtors sent notice to the Unions that it proposed to terminate and reject all CBAs and agreed to meet with the Unions to discuss the proposed termination and rejection, all as required by Section 1113 of the Bankruptcy Code. In their motion, the Debtors pointed to the sale of their assets and the termination of their Employees as grounds for termination and rejection of the CBAs. The Debtors also pointed out that they had no unencumbered assets with which to pay any obligations that might arise under the CBAs. The Debtors did not waive their right to assert that the CBAs had already been terminated pursuant to their terms. Following negotiations with the Unions and a hearing on notice, the Bankruptcy Court approved termination of the Debtors' CBAs on May 29, 1997. 4. Receipt of $6.5 Million Senior Mortgage on Certain Jacksonville Property. As noted above, Jacksonville held a promissory note in the principal amount of $3,777,100.00 secured by a mortgage encumbering property, a 50 acre parcel of land in Duval County, Florida which is owned by JRD. On December 3, 1996, Debtor Jacksonville sought Court approval of an agreement to sell the promissory note and purchase money mortgage pursuant to Section 363(b) of the Bankruptcy Code. Under the agreement, Jacksonville agreed to sell the note and mortgage to JRD for $2.745 million, which, less certain fees, costs and expenses related to the sale, would be paid to the Debtor's DIP lender in accordance with the terms of the final DIP order entered on November 5, 1996. In a hearing on December 23, 1996, the Court approved the Debtor's motion authorizing it to sell the note and mortgage. However, the sale never closed. JRD defaulted on its obligations to pay the note and Jacksonville instituted foreclosure proceedings. Subsequently, JRD filed chapter 11 in Jacksonville, Florida to stay the foreclosure, and Jacksonville pursued its rights in that bankruptcy case. On May 22, 1998, JRD's plan of reorganization was confirmed. With respect to JRD's default on the promissory note in the principal amount of $3,777,100.00 secured by a mortgage, Jacksonville received an allowed secured claim against JRD in the amount of $5,140,000 (the "Claim"). In addition, under JRD's plan, Jacksonville loaned JRD $1,342,046 (the "Tax Loan") to redeem certain tax certificates that endangered Jacksonville's recovery on its claim against JRD. To ensure repayment of both the Tax Loan and the Claim, Jacksonville has received a consolidated five year note in the amount of $6,502,583.00 (the "Note") secured by a first mortgage on the property. The Note accrues interest at 12.5% per annum and is repayable in monthly payments based on a 20 year amortization. JRD's monthly payments to Jacksonville on the Note will also include payment of 12% of the interest owed, and an additional 0.5% in interest will accrue and be due on the sale of Jacksonville's collateral, on refinancing or in 5 years, when the Note matures. In addition, JRD is required to (i) fund a tax escrow account maintained by Debtors' counsel to ensure payment of all property taxes; (ii) adequately insure the property, and (iii) comply with any orders issued by the Florida Department of Environmental Protection (including an existing consent order) relating to environmental concerns with respect to the property. 5. Replacement of the Madeleine Facility with the BOA Facility. In conjunction with the Debtors' efforts to close the sale to Wabash, the Debtors sought court authority to enter into a debtor-in-possession financing agreement (the "BOA Facility") with Bank of America NT&SA. As described above, the Debtors' original DIP lender was Madeleine. Under the terms of the Madeleine Facility, Madeleine had the authority to disapprove a sale of the Debtors' assets. Madeleine had opposed the sale to Wabash on the limited basis that the sale would not produce sufficient cash to retire the Madeleine Facility. Through the BOA Facility, the Debtors sought sufficient financing to pay off the Madeleine Facility with a combination of the cash proceeds from the Wabash sale and a draw on the BOA Facility. The BOA Facility was needed to finance the wind down of the estates. The BOA Facility allowed the Debtors to borrow up to $12.5 million. The BOA Facility was secured by a first priority lien and security interest in all property of the Debtor's estate, including the Wabash stock that Debtors would receive in conjunction with the Wabash sale. BOA was also granted a super priority administrative expense claim to secure repayment of the BOA Facility. The BOA Facility was approved by the Bankruptcy Court and the Madeleine Facility was retired at the closing of the Wabash sale. In August 1997, the Debtors sold sufficient shares of Wabash common stock in a private placement to pay off the BOA Facility and to provide the Debtors with sufficient ongoing working capital. 6. Litigation with Alvarez & Marsal and Thomas E. Ireland. Fruehauf and the Unofficial Committee objected to the fee application of A&M, the crisis managers and investment bankers for Fruehauf. A&M was employed as the crisis manager (with Thomas E. Ireland serving as Chief Executive Officer of Fruehauf) shortly after the case was filed. The engagement was expanded to include investment banking services effective November 21, 1996. While A&M was employed in both roles, Fruehauf sold substantially all of its assets, including an axle manufacturing plant in Delphos Ohio to Holland Hitch. In addition, Wabash purchased Fruehauf's sales and distribution network and its Scott County and Fort Madison trailer manufacturing plants. A&M requested approval of crisis management fees of $708,333.33 and investment banking fees of $1,010,104.05 and also filed an unliquidated administrative expense claim for indemnification by Fruehauf for the litigation expenses. Oppenheimer & Co., which had served as the Debtors' investment bankers before the bankruptcy filing, filed an administrative claim asserting a right to a fee for its pre-petition investment banking work. Fruehauf and the Bondholders' Committee objected to Oppenheimer's administrative claim and that dispute was consolidated with the A&M application. After extensive discovery and litigation, the dispute was settled. The settlement, which was approved by the Bankruptcy Court, included A&M reducing its investment banking fee by $550,000, and returning the balance of its retainer after paying the balance owed on its crisis management fees. Oppenheimer received $100,000 in cash and an allowed unsecured claim of approximately $1.6 million. From the litigation, Fruehauf received approximately $535,000, net the payment to Oppenheimer. The parties exchanged mutual releases and a joint press release was issued by Fruehauf and A&M announcing the settlement. 7. Relocation of Offices to California. After the sale of the remaining domestic manufacturing and Sales and Distribution system to Wabash, the Debtors had no ongoing need for their corporate headquarters to remain in its leased space in Indianapolis. The headquarters lease was rejected on June 1, 1997, and the remaining books, records and headquarters were relocated to California to office space near the Debtors' Chairman and President and its employees. The move, which did not include relocating any employees, saved the Debtors' money by reducing leasehold expenses and travel costs associated with the Indianapolis headquarters. 8. Sales of Wabash Stock. Fruehauf sold 800,000 of the 1,000,000 shares of unregistered and restricted Wabash National Corporation stock it received in April 1997. On August 15, 1997, Fruehauf sold 600,000 of its shares of Wabash Common Stock to Merrill Lynch, Pierce Fenner & Smith Incorporated ("Merrill Lynch") which realized cash proceeds of $15,641,361.81. The sale to Merrill Lynch was done to enable Fruehauf to pay, in full, the sum of $8,274,115.97 to Bank of America, Fruehauf's debtor in possession lender, and to obtain working capital. On November 7, 1997, Fruehauf sold an additional 200,000 of its shares of Wabash Common Stock to Merrill Lynch which realized cash proceeds of $5,591,625.00. This sale was done to obtain additional working capital. The sales were accomplished in private placements since the stock had not been registered and was restricted when it was sold. H. Current Management of the Debtors and Disclosure of Compensation. The Debtors' Boards of Directors each have two members -- Chriss W. Street and Worth W. Frederick. From October 1996 through April 16, 1997, Fruehauf's Board also included Jonathan Gallen and Robert Incorvaia who had been designated by the initial DIP lender and who resigned when that debt was paid. The Debtors' current officers and their annual compensation is as follows: Chriss W. Street, Chair, President and CEO $270,000 James Wong, CFO and Treasurer $78,000 Worth W. Frederick, Vice President $90,000 Courtney Watson, Secretary $65,000 Chriss W. Street In 1996, Mr. Street was elected to the Board of Directors of Fruehauf Trailer Corporation and became its Chairman in October of 1996. After the resignation of Mr. Ireland as CEO in April 1997, Mr. Street became Fruehauf's CEO. Mr. Street was instrumental in negotiating the sale of Fruehauf's sales and distributions and manufacturing assets to Wabash. Mr. Street was also instrumental in obtaining and negotiating the replacement DIP loan from Bank of America. After the Effective Date, Mr. Street will serve as Liquidating Trustee of the Liquidating Trust. In addition to his positions with Fruehauf, Mr. Street is a principal in Chriss Street & Company and the Chairman and CEO of Comprehensive Care Corporation. Mr. Street is an investment banker and corporate workout specialist with a proven background in assessing and maximizing the value in troubled companies and their assets. A former officer of Dean Witter Reynolds & Company and Kidder Peabody & Co. and a managing director of Sidler Amdec Securities, Mr. Street formed his own company, Chriss Street & Company in 1992, and he currently serves as President. The firm specializes in the securities of troubled companies. Worth W. Frederick Worth W. Frederick currently serves as Vice President and a Director of Fruehauf Trailer Corporation and is the acting President and managing director of Fruehauf de Mexico. Under his leadership, the Mexican operations have tripled production and obtained profitability. Mr. Frederick has extensive hands-on experience in management consulting services. He has helped a number of companies analyze their business problems, increase productivity and profitability, assessing manufacturing operations and improve project planning, scheduling and quality control. He has served as an interim Chief Executive Officer, Chief Operating Officer and in other senior management positions. Prior to becoming a consultant, Mr. Frederick had extensive experience in the manufacturing area, including serving as an executive officer of Teledyne Systems and of Ford Aerospace Corporation. Mr. Frederick also served as the President and CEO of Asco Aerospace Products. In these capacities, Mr. Frederick has directed all aspects of manufacturing, including project planning, product assurance, engineering, and materiel and logistics organization. Mr. Frederick holds an M.S. in Industrial Management (comparable to an M.B.A.) and a B.S. in electrical engineering from Purdue University. James Wong James Wong serves as the Chief Financial Officer, Treasurer and Vice President of Fruehauf Trailer Corporation. He also shares responsibility with Mr. Frederick for oversight of the operations of Fruehauf de Mexico. Mr. Wong managed the wind down and transition of Fruehauf after the sale to Wabash. Mr. Wong has also worked extensively on evaluating Fruehauf's remaining assets and in trying to sell the remaining property, much of which has environmental issues. From 1994 through 1997, Mr. Wong served as Vice President of Chriss Street & Company and as Senior Financial Analyst for Comprehensive Care Corporation. Mr. Wong was instrumental in the financial restructuring of Comprehensive Care Corporation, which is listed on the New York Stock Exchange. In these capacities, Mr. Wong analyzed a number of distressed companies as well as certain debt and equity securities in a number of industries, including the health care industry, and the ground transportation, computer disk drive and soft line retail industries. As Financial Analyst for Comprehensive Care Corporation, Mr. Wong performed numerous standard corporate accounting functions, analyzed merger and acquisition targets, engaged in due diligence and performed company valuations and deal structuring. Prior to joining Chriss Street & Company, Mr. Wong served as a financial analyst with Merrill Lynch. Courtney Watson Courtney Watson currently serves as corporate secretary of Fruehauf Trailer Corporation. In that capacity, she maintains corporate records and administers a number of employee relations functions as part of the winding down of Fruehauf's operations. Ms. Watson has also attempted to create order from the remaining financial records of Fruehauf and to assure payment of post-petition obligations of the Debtor. Ms. Watson also serves as the corporate secretary for Comprehensive Care Corporation and is the Chief Financial Officer of Chriss Street & Company where she is responsible for accounting transactions, securities transactions and securities compliance. She has securities License Series 7, Series 63 and Series 28. Before joining Chriss Street & Company, Ms. Watson operated a business that offered a wide range of accounting services needed by small businesses and individuals. From 1980 through 1989, Ms. Watson was a project manager at Ford Aerospace and Communications Corporation where she managed contracts and presented cost versus budget performance using cost schedule status reporting. The officers will receive the following bonuses on the Effective Date of the Plan: Chriss W. Street $350,000 Worth W. Frederick $100,000 James Wong $50,000 Courtney Watson $50,000 These bonuses reward the officers for the significant results they achieved in liquidating the Debtors' assets and the substantial work performed before becoming employees of the Debtors as well as after assuming these positions. The Debtors do not intend to seek Court approval of these bonuses by separate motion. These bonuses will be paid pursuant to Section 9.7 of the Plan, and the Debtors will request that approval of the bonuses be included in the order approving the Plan. I. Assets and Liabilities of the Debtors. 1. Debtors' Major Assets (*) a. Unrestricted Cash and Short Term Investments Debtors had $7,086,000 in cash and short term investments as of May 31, 1998. b. Stock of Wabash National Corporation (*) This discussion does not indicate the specific Debtor that owns each asset. All of the Debtors' assets are subject to the liens of the holders of the Senior Notes. Since the value of the assets does not exceed the amount owed to the holders of the Senior Notes, the ownership of specific assets is irrelevant to unsecured creditors. Distributions under the Plan to administrative, priority and unsecured creditors are only being made because the Senior Noteholders have agreed to allow such distributions from their collateral. (1) 200,000 shares of Common Stock of Wabash National Corporation. Based on the closing price of the Wabash Common Stock on July 15, 1998 (i.e., $26 3/16), the aggregate value of the 200,000 shares was $5,237,500 as of that date. (2) 352,000 shares of $50 Preferred Stock of Wabash National Corporation convertible into shares of common stock of Wabash National Corporation at a price of $21.375 per share. The Preferred Stock includes a coupon rate of 6% on the face value of $17,600,000 and is redeemable by Wabash under certain circumstances. Based on the closing price of Wabash Common Stock on July 15, 1998, the aggregate value of the 352,000 shares of Wabash Preferred Stock (each share of which is convertible into approximately 2.34 shares of Wabash Common Stock) was $21,562,551 as of that date. c. Fruehauf de Mexico (1) Operations Fruehauf de Mexico owns and operates a trailer manufacturing plant located approximately 45 minutes north of the Mexico City, Mexico airport. In May 1998, the plant manufactured 156 trailers, primarily for sale in Mexico. The main plant covers 108,000 square feet (70 x 171 meters) and has the capacity to manufacture 1920 trailers per year (using a single shift at current efficiency without overtime or weekend work by employees). Worth Frederick, Vice President, is responsible for overseeing the plant and its operations. Fruehauf de Mexico has shown a small operating profit (EBITDA) on a monthly basis since June 1997. (2) Assets and Liabilities As of May 31, 1998, Fruehauf de Mexico's primary assets and liabilities and their related book values in U.S. dollars were: Assets Cash $ 369,000 Accounts Receivable 3,414,000 Inventory 3,864,000 Property, Plant & Equipment 6,010,000 ------------ Total $13,657,000 Liabilities Trade Payables & Accrued Liabilities $ 2,547,000 Customer Advances 845,000 Short Term Debt 171,000 Other Current Liabilities 740,000 Note Payable to FTC 2,658,000 ----------- Total $ 6,961,000 *This value represents appraised fair market value of the property, plant and equipment as of January 8, 1998. Customarily, Fruehauf de Mexico's customers pay substantial deposits with their orders for trailers. (3) Labor situation Fruehauf de Mexico employs approximately 357 full time employees. The employees are represented by CTM for collective bargaining purposes. Fruehauf de Mexico is not experiencing any labor problems at this time. (4) Competition Fruehauf de Mexico's market share (in Mexico) is approximately 35%. Its primary competitors, and their respective market shares, are Ramirez, 20%; Caytressa, 15%; and Gonzales, Rocsa, Retessa, Wabash, and others, each with approximately 5%. Fruehauf de Mexico currently manufactures the following types of trailers: dry freight vans, reefers, bottom hoppers, end dumps, rock dumps, liquid tankers and platforms. (5) Intercompany obligation As of May 31, 1998, Fruehauf de Mexico owed Fruehauf $2,658,000 on a revolving credit agreement. (6) Financing Fruehauf de Mexico entered into a $1 million (US) line-of-credit financing agreement with Mercedes Benz Financing. Draws accrue interest at LIBOR plus 6.5%. The balance as of May 31, 1998 is $171,000 and the agreement expires in January 1999. (7) Management Worth Frederick is the general manager of Fruehauf de Mexico. Mr. Frederick has many years of experience in the manufacturing industry and has been a member of Fruehauf's Board since 1996. James Wong, who has worked with Chriss Street in corporate restructurings for the last four years, assists Mr. Frederick as the Finance Director in overseeing Fruehauf de Mexico's operations. Marcelino Carmona, who has been with the Company for thirty (30) years, will continue as Director of Plant Operations. Eliseo Flores, who has worked in trailer sales for over 15 years and for the last six years in Mexico, will continue as Director of Sales. (8) Ownership Fruehauf International Ltd. is the majority owner of Fruehauf de Mexico. d. Jacksonville Riverfront Development Note Receivable As noted above, Jacksonville holds a five year promissory note in the amount of $6,502,583.00 (the "Note") secured by a first mortgage on approximately 50 acres of riverfront property located in downtown Jacksonville, Duval County, Florida. The Note accrues interest at 12.5% per annum and is repayable in monthly payments based on a 20 year amortization. JRD's monthly payments to Jacksonville on the Note will also include payment of 12% of the interest owed, and an additional 0.5% interest will accrue and be due on the sale of Jacksonville's collateral, on refinancing or in 5 years, when the Note matures. In addition, JRD is required to (i) fund a tax escrow account maintained by Debtors' counsel to ensure payment of all property taxes; (ii) adequately insure the property; and (iii) comply with any orders issued by the Florida Department of Environmental Protection (including an existing consent order) relating to environmental concerns with respect to the property. e. Kearny Branch Note Receivable The Debtor sold its branch in Kearny, New Jersey to 15 Hackensack Avenue Corp. before these cases were filed. The purchase price included a 60 month promissory note with an original face amount of $2,400,000 and requiring monthly payments of $10,000 in principal plus an additional amount for interest, all of which is secured by the property. The note balloons on February 1, 2001. As of March 31, 1998, the balance owed the Debtor was approximately $1,734,000. The note has been in default since February of 1997, although the borrower has continued to pay $25,000 a month. Fruehauf is instituting foreclosure proceedings against 15 Hackensack Avenue Corp. This property has environmental damages which need to be remediated. The note calls for these costs to be split evenly between the purchaser of the property and FTC, with a maximum exposure to FTC of $500,000. No such costs have yet been incurred, and the $500,000 claim asserted by 15 Hackensack Avenue Corp. against Fruehauf with respect to this contingent liability has been disallowed by the bankruptcy court. f. Sindorf The Debtors believe that Fruehauf International Limited ("FIL"), through various entities, has an interest or interests in property located in Sindorf, Germany, an industrial municipality near Cologne. The Debtors believe that FIL owns Deutsche-Fruehauf Holdings Corporation and the Debtors believe that FIL also owns Deutsche-Fruehauf Beteiligungs GmbH, which owns 98% and 2%, respectively, of the partnership interests in Fruehauf Corporation & Co. OHG, a German partnership. The Debtors believe this partnership has an interest in 54,581 square meters of real property in Sindorf. At the present time, despite investigation, it remains unclear what interest, if any, FIL has in the Sindorf property. In addition, the German Pension Protection Agency (PSVaG) has a claim against Fruehauf for DM 6.01 million with respect to the Sindorf property. Fruehauf also has other liabilities associated with the Sindorf property that are approximately DM 0.2 million. g. Miscellaneous Real Estate The Debtors own various tracts of real estate throughout the U.S. The Debtors own eight home lots in Lexington Township, Davidson County, North Carolina, that do not meet certain city ordinances governing home lots and thus have little, if any, value. The Debtors own three additional sites in Jacksonville, the Hogan's Creek property, the Pickettsville dump site and Mayport. These sites have values that are very difficult to determine. The Hogan's Creek property cannot be sold at this time because it may be taken by eminent domain (the property adjoins a highway). The Pickettsville dump site may contain hazardous waste and an environmental study will have to be undertaken to determine the future best use of this property. The Mayport property consists of three lots of undeveloped light industrial commercial real estate. Management has estimated the value of this property at $300,000. Finally, Fruehauf owns 7.89 acres with a building in Harrisburg, Pennsylvania that has been appraised for $350,000. h. Miscellaneous Receivables and Escrows The primary receivables and escrows, excluding the receivable from Fruehauf de Mexico discussed above, arise from refunds of insurance premiums and state sales tax payments. Other escrows are held by the Debtors' former DIP lender, Madeleine and various present and former professionals. The largest escrow is from the Debtors' workers compensation carriers and providers of financial responsibility bonds for Fruehauf prior to the Petition Date, American International Group and its related insurance companies ("AIG"), in the amount of approximately $4.5 million. The AIG escrows will be released when the claims against the policies have been resolved or through litigation with AIG. There can be no assurance that any of these receivables or escrows will have any value. i. Causes of action The Debtors are currently investigating possible causes of action they might have against various parties. The bankruptcy related causes of action include preferential and other avoidable transfers. The Debtors have yet to identify a precise amount that it would seek from the recipients of these transfers. With respect to preferences, any entity or person who received a payment or other property from the Debtors within the 90 days before the Petition Date (or one year before the Petition Date if the entity or person is an insider, as defined in section 547(b)(4)(B) of the Bankruptcy Code) is a potential target by the Debtors for a preference action under section 547 of the Bankruptcy Code. The Debtors' efforts to investigate preferences has been hampered by the lack of certain records which should have been kept and maintained in the ordinary course of business by the Company. To date, the following entries or individuals are being investigated by the Debtors to determine whether they received a preferential transfer: Preferred Fabricators, Inc. ($177,000), West Michigan Trailer Sales, Inc. ($67,000), Shiloh Corporation ($24,000). The Debtors are also investigating possible causes of action against Terex Corporation and K-H Corporation related to their prior ownership of the Fruehauf business and their transactions in that regard. It is also investigating possible causes of action against officers and directors . Efforts are being made to try to realize upon what the Debtors believe are over-funded pension plans (on a consolidated basis) presently maintained by the Debtors. In addition, the Debtors have commenced an action with respect to Fruehauf Trailer Corporation Retirement Plan No. 3 under section 548 of the Bankruptcy Code with respect to an increase in pension benefits approved for certain non-union, long-time employees of Fruehauf just three weeks before the Debtors filed their chapter 11 petitions, alleging that such increase was a fraudulent transfer which should be voided. The Debtors presently intend to contest the various claims of AIG, including the amount of the escrowed funds presently held by AIG. The Debtors are also evaluating a number of secured claims, including priority and secured tax claims, and may object to these claims either before or after confirmation. All causes of action of the Debtors, whether arising under the Bankruptcy Code or otherwise, are reserved and retained by the Debtors and will be transferred to the Liquidating Trustee. 2. Liabilities All of the Debtors' assets are encumbered by liens in favor of the holders of the Senior Notes. The outstanding principal and accrued interest amount of the Senior Notes on the filing date was $57,988,778. To the extent that the value of the Debtors' assets exceeds the principal amount owed to the holders of the Senior Notes, the Senior Notes accrue post-petition interest. The estimated values of the Debtors' assets, as described above, total less than the principal amount owed to the holders of the Senior Notes. The Debtor believes that there are no more than three record holders and no fewer than twenty beneficial holders of the Senior Notes. Members of the Bondholders' Committee may hold as much as 80% (in value) of the Senior Notes. Pursuant to the terms of the Plan, the Senior Noteholders have agreed to the creation of a Distribution Fund from which the Administrative and Priority Claims of the Debtors shall be paid. The Debtors currently estimate that Administrative Claims, excluding unpaid professional fees, will be approximately $450,000. As of May 31, 1998, unpaid professional fees were approximately $1,539,069. Priority claims, including Priority Tax Claims, could be as much as $1,250,000. The Debtors believe they have meritorious defenses to a number of the Priority Claims and that the total amount of Priority Claims will be materially less than this amount. In addition to the claims of the Senior Noteholders, other creditors, whose claims may total as much as $385,000, assert liens or security interests in the Debtors' assets. These creditors are treated as Class 3 creditors under the Plan. Many of these claims are contingent and disputed. Over $936 million of Unsecured Claims have been asserted against the Debtors. The Debtors have not attempted to estimate the amount of Unsecured Claims that will ultimately be allowed. The Debtors scheduled $49 million in Unsecured Claims, but unliquidated, Disputed Claims that are ultimately allowed may increase the total unsecured debt above the scheduled amount. IV. SUMMARY OF PLAN A. Overview Although the holders of the Senior Notes could foreclose their liens in all of Debtors' assets leaving nothing for other creditors, the holders of the Senior Notes have agreed to this Plan which provides for the payment of Allowed Administrative, Priority and Pre-Petition Tax Claims and for a potential distribution to general unsecured creditors. The Wabash Securities will be conveyed to the Indenture Trustee to be distributed to the holders of the Senior Notes. The Debtors remaining assets will be foreclosed and/or transferred to the Liquidating Trust. The holders of Allowed Administrative, Priority and Pre-Petition Tax Claims will receive Class B beneficial interests in the Liquidating Trust's Distribution Fund. The Senior Noteholders have also agreed that if Class 4 (unsecured creditors) accepts the Plan, holders of Allowed unsecured Claims will receive 5.5% of the Class A Beneficial Interests in the Liquidating Trust. Ownership of the Class A Beneficial Interests in the Liquidating Trust will be evidenced by Trust Certificates. Chriss W. Street, the current Chair and CEO of the Debtors will serve as Trustee of the Liquidating Trust. A Trust Advisory Committee of two (2) holders of Senior Notes will also be created to assist in the decision-making process. THIS SECTION PROVIDES A SUMMARY OF THE CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN, AND THE MEANS FOR IMPLEMENTATION OF THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN, WHICH IS ATTACHED TO THIS DISCLOSURE STATEMENT AS EXHIBIT A, AND TO THE OTHER EXHIBITS ATTACHED THERETO. ALL CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS SECTION HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE PLAN. B. Designation of Claims and Interests. 1. Summary. The following is a designation of the classes of Claims and Interests under this Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Tax Claims described in Article 3 of this Plan have not been classified and are excluded from the following classes. A Claim or Interest is classified in a particular class only to the extent that the Claim or Interest qualifies within the description of that class, and is classified in another class or classes to the extent that any remainder of the Claim or Interest qualifies within the description of such other class or classes. A Claim or Interest is classified in a particular class only to the extent that the Claim or Interest is an Allowed Claim or Allowed Interest in that class and has not been paid, released or otherwise satisfied before the Effective Date; a Claim or Interest which is not an Allowed Claim or Interest is not in any Class. Notwithstanding anything to the contrary contained in this Plan, no distribution shall be made on account of any Claim or Interest which is not an Allowed Claim or Allowed Interest. Class Status A. Secured Claims Class 2: Secured Claims of holders Impaired - entitled to vote of Senior Notes Class 3: Secured Claims other than Impaired - entitled to vote Senior Note Claims B. Unsecured Claims Class 1: Priority Claims Unimpaired - no right to vote Class 4: All Unsecured Claims Against Impaired - entitled to vote the Debtors C. Interests Class 5: Old Common Stock Impaired - deemed to have rejected Class 6: Old Warrants Impaired - deemed to have rejected Class 7: Securities Claims Impaired - deemed to have rejected C. Treatment of Unclassified Claims 1. Administrative Claims. a. General. Subject to the bar date provisions herein, unless otherwise agreed to by the parties, each holder of an Allowed Administrative Claim shall receive Cash equal to the unpaid portion of such Allowed Administrative Claim on the later of (a) the Effective Date or as soon as practicable thereafter, (b) the date on which such Claim becomes an Allowed Administrative Claim and (c) such other date as is mutually agreed upon by the Debtors and the holder of such Claim. All holders of Allowed Administrative Claims shall have a beneficial interest in the Liquidating Trust's Distribution Fund, and the Distribution Fund shall be the sole source of payment of such Claims. b. Payment of Statutory Fees. All fees payable pursuant to 28 U.S.C. S 1930 shall be paid in Cash equal to the amount of such Administrative Claim when due. c. Bar Date for Administrative Claims. (i) General Provisions. Subject to the exceptions provided in sections 3.1(c)(ii) and (iii), by Order dated August 13, 1997, the Court established October 6, 1997 as the date by which certain holders of Administrative Claims arising prior to August 13, 1997 must have filed Proofs of Claim in lieu of requests for payment of Administrative Claims. Holders of Administrative Claims that have not filed such Proofs of Claim by the applicable Administrative Claim bar date shall be forever barred from asserting such Claims against the Debtors, the Liquidating Trust or any of the Debtors' property. (ii) Professionals. All professionals or other entities requesting compensation or reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered before the Effective Date (including, without limitation, any compensation requested by any professional or any other entity for making a substantial contribution in the Reorganization Case) shall File and serve on the Liquidating Trustee at 1111 Bayside Drive, Suite 100, Corona del Mar, California 92625-1755; Haynes and Boone, L.L.P., (Attn: Robin Phelan, Esq.) 901 Main Street, Dallas, Texas 75202-3789, as counsel to the Bondholders' Committee; Camhy Karlinsky & Stein LLP (Attn: David Neier, Esq.), 1740 Broadway, New York, NY 10019; Morris, Nichols, Arsht & Tunnell (Attn: William H. Sudell, Jr., Esq.), 1201 North Market Street, Wilmington, Delaware 19801; and The Honorable Patricia A. Staiano, United States Trustee, The Curtis Center, 601 Walnut Street, Suite 950W, Philadelphia, PA 19106; an application for final allowance of compensation and reimbursement of expenses no later than forty-five (45) days after the Effective Date. Objections to applications of professionals for compensation or reimbursement of expenses must be Filed and served on the Liquidating Trustee and the professionals to whose application the objections are addressed no later than seventy (70) days after the Effective Date. Any professional fees and reimbursements or expenses incurred by the Liquidating Trust subsequent to the Effective Date may be paid by the Liquidating Trust without application to the Bankruptcy Court. The Liquidating Trustee shall pay the reasonable fees and expenses of the professionals of the Bondholders' Committee incurred prior to the Effective Date and the fees and expenses of the Indenture Trustee incurred prior to the Effective Date as determined by the Court. d. Tax Claims. All requests for payment of Administrative Claims and other Claims by a governmental unit for taxes (and for interest and/or penalties related to such taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date ("Post-petition Tax Claims") and for which no bar date has otherwise been previously established, must be Filed on or before the later of (i) 45 days following the Effective Date; and (ii) 90 days following the filing with the applicable governmental unit of the tax return for such taxes for such tax year or period. Any holder of any Post-petition Tax Claim that is required to File a request for payment of such taxes and does not File such a Claim by the applicable bar date shall be forever barred from asserting any such Post-petition Tax Claim against any of the Debtors, the Liquidating Trust or their respective properties, whether any such Post-petition Tax Claim is deemed to arise prior to, on, or subsequent to the Effective Date. To the extent that the holder of a Tax Claim holds a lien to secure its Claim under applicable state or federal law that survives the deemed foreclosure by the holders of the Senior Notes, the surviving lien shall attach to the Distribution Fund and remain in effect until the Tax Claim has been paid in full. To the extent that a Tax Claim is a Disputed Claim, any lien securing such Disputed Claim under applicable state or federal law shall attach to the Distribution Fund for such Disputed Claim. Upon disallowance of a Disputed Tax Claim or allowance and payment of such claim, such lien shall be released. Failure by the Liquidating Trustee to make a payment on an Allowed Tax Claim pursuant to the terms of the Plan shall be an event of default. If the Liquidating Trustee fails to cure an event of default as to an Allowed Tax Claim within twenty (20) days after service of written notice of default from the holder of such Allowed Tax Claim, then the holder of such Allowed Tax Claim may enforce the entire amount of its Claim, plus interest as provided under this Plan, against the Liquidating Trust in accordance with applicable state or federal law remedies. At the option of the Liquidating Trustee and as an alternative to the treatment provided above, the Liquidating Trustee may surrender the property securing the post-petition Tax Claim and allow the holder to foreclose upon the property. Surrendering the property will satisfy the Tax Claim in full. 2. Treatment of Pre-Petition Tax Claims. Each holder of an Allowed Pre-Petition Tax Claim shall have a beneficial interest in the Liquidating Trust's Distribution Fund and be paid in Cash from the Distribution Fund on the latest of: (i) the first practicable date after the Effective Date, (ii) 30 calendar days after the date on which an Order allowing such Claim becomes a Final Order, (iii) the last day the taxes may be paid under applicable law without incurring penalties or interest, and (iv) such other time or times as may be agreed by the holder of such Claim and the Trustee. To the extent that the holder of a Tax Claim holds a lien to secure its Claim under applicable state law following the deemed foreclosure by the holders of the Senior Notes, the surviving lien shall attach to the Distribution Fund and remain in effect until such Allowed Pre-petition Tax Claim has been paid. To the extent that a Tax Claim is a Disputed Claim, any lien securing such Disputed Claim under applicable state law shall either remain in effect or attach to the Distribution Fund reserve for such Disputed Claim. Upon disallowance of a Disputed Tax Claim or allowance and payment of such claim, such lien shall be released. Subject to the limitations of 11 U.S.C. S 506(b), Allowed Pre-Petition Tax Claims that are secured by liens under applicable state or federal law shall accrue interest, but not penalties, at the rates provided under applicable state or federal law up to the Effective Date, and thereafter, to the extent the liens have survived the deemed foreclosure by the holders of the Senior Notes, shall accrue interest at the rate of 7% per annum. Failure by the Liquidating Trustee to make a payment on an Allowed Tax Claim pursuant to the terms of the Plan shall be an event of default. If the Liquidating Trust fails to cure an event of default as to an Allowed Tax Claim within twenty (20) days after service of written notice of default from the holder of such Allowed Tax Claim, then the holder of such Allowed Tax Claim may enforce the entire amount of its Claim, plus interest as provided under this Plan, against the Liquidating Trust in accordance with applicable state or federal law remedies. At the option of the Liquidating Trustee and as an alternative to the treatment provided above, the Liquidating Trustee may surrender the property securing the Pre-petition Tax Claim and allow the holder to foreclose upon the property. Surrendering the property will satisfy the Tax Claim in full. D. Classification and Treatment of Classified Claims and Interests 1. Class 1 - Priority Claims. a. Classification: Class 1 consists of all non-tax Priority Claims. b. Treatment: Class 1 is unimpaired and, accordingly, the members of Class 1 are not entitled to vote on the Plan. Unless otherwise agreed to by the parties, each holder of an Allowed Claim in Class 1 will receive a beneficial interest in the Liquidating Trust's Distribution Fund and will be paid the Allowed amount of such Claim in full in Cash by the Liquidating Trust from the Distribution Fund on or before the later of (a) the first practicable date after the Effective Date, (b) the date such Claim becomes an Allowed Claim, and (c) such other date as is mutually agreed upon by the Debtor and the holder of such Claim. 2. Class 2 - Secured Claims of Holders of Senior Notes a. Classification: Class 2 consists of the Allowed Secured Claims of the holders of the Senior Notes. b. Treatment: Class 2 is impaired and, accordingly, members of Class 2 are entitled to vote on the Plan. Each holder of an Allowed Claim in Class 2 will receive (1) its Pro Rata share of the Wabash Securities free and clear of liens, claims and interests and, (2), either (a) its Pro Rata share of 100% of the Class A Beneficial Interests in the Liquidating Trust, or (b) if Class 4 accepts the Plan, its Pro Rata share of 94.5% of the Class A Beneficial Interests in the Liquidating Trust. 3. Class 3 - Secured Claims Other Than Claims of Holders of Senior Notes. a. Classification: Class 3 consists of all Allowed Secured Claims other than the Claims of holders of Senior Notes. b. Treatment: Class 3 is impaired, and the holders of Allowed Claims in such Class are entitled to vote on the Plan. At the Debtors' option, on the Effective Date (a) the Plan may leave unaltered the legal, equitable, and contractual rights of the holder of an Allowed Secured Claim, or (b) the Debtors may assume and assign the contract or agreement governing an Allowed Secured Claim pursuant to section 365(b) of the Bankruptcy Code, or (c) the Debtors may pay an Allowed Secured Claim in such manner as may be agreed to between the Debtors and the holder of such Claim, or (d) the Debtors may (i) pay an Allowed Secured Claim in full, in cash, or (ii) the Debtors may surrender to the holder of an Allowed Secured Claim the property securing such Claim, in all of such events, the value of such holder's interest in such property shall be determined (A) by agreement of the Debtors or the Liquidating Trustee and the holder of such Allowed Secured Claim or (B) if they do not agree, by the Bankruptcy Court. 4. Class 4 - General Unsecured Claims a. Classification: Class 4 consists of all Allowed Unsecured Claims against any of the Debtors, including trade Claims, Claims arising out of the Warrant Notes, the Rejection Claims, any indemnification Claims, and any products liability or personal injury Claims. b. Treatment: If Class 4 accepts the Plan (i.e., of those holders of Allowed Claims in Class 4 that vote on the Plan, the holders of at least two-thirds (2/3) in amount and more than one-half (1/2) in number of Allowed Claims in Class 4 vote in favor of the Plan), each holder of an Allowed Class 4 Claim will receive its Pro Rata share of 5.5% of the Class A Beneficial Interests in the Liquidating Trust. If Class 4 rejects the Plan, the holders of Allowed Claims will receive no distribution under the Plan. 5. Class 5 - Old Common Stock. a. Classification: Class 5 consists of all Interests in Old Common Stock. b. Treatment: Holders of Interests in Class 5 will receive no distribution under the Plan and the Old Common Stock will be canceled. 6. Class 6 - Old Warrants a. Classification: Class 6 consists of all Interests of holders of Old Warrants. b. Treatment: Holders of Old Warrants will receive no distribution under the Plan and all Old Warrants shall be canceled. 7. Class 7 - Securities Claims a. Classification: Class 7 consists of Securities Claims (if any exist). b. Treatment: Any Allowed Securities Claims shall be treated respectively with the same priorities as the Old Common Stock and the Old Warrants pursuant to section 510(b) of the Bankruptcy Code, and the holders of such Allowed Securities Claims shall receive no distribution under the Plan. E. Acceptance or Rejection of the Plan 1. Voting Classes. The holders of Claims in Classes 2, 3 and 4 are impaired and shall be entitled to vote to accept or reject the Plan. 2. Presumed Acceptance of Plan. Class 1 is unimpaired under the Plan, and therefore, is conclusively presumed to accept the Plan. 3. Presumed Rejection of Plan. The holders of Interests in Classes 5, 6 and 7 are not being solicited to accept or reject the Plan and will be deemed to have rejected the Plan. F. Means for Execution and Implementation of the Plan 1. Funding of the Distribution Fund. On the Effective Date, the Debtors shall first fund the Distribution Fund which shall be transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims. 2. Transfer of Wabash Securities to Indenture Trustee. On the Effective Date, the Debtors shall then transfer the Wabash Securities to the Indenture Trustee for distribution to the holders of the Senior Notes in accordance with the terms of this Plan. 3. Change of Plan Sponsorship for the Management and Union Plans. Prior to or on the Effective Date, the Debtors shall transfer sponsorship of the current Management Plan and Union Plan to Pension Corp., which will be owned by the Liquidating Trust. It is not anticipated that Pension Corp. will have significant operations. The transfer of the sponsorship of the Management Plan and the Union Plan to Pension Corp. and the transfer of Pension Corp. to the Liquidating Trust will not affect the rights of the retirees. The current sponsors are Fruehauf Trailer Corporation for the Management Plan and Jacksonville Shipyards, Inc. for the Union Plan. The Board of Directors of the respective sponsors shall approve the change in sponsorship. The administrative provisions of the Management Plan and Union Plan allow for a change in plan sponsorship. The appropriate notices and governmental filings to comply with federal law shall be provided in a timely manner to the appropriate parties. Once the change in sponsorship has been completed, Pension Corp. may elect to merge the Management Plan and Union Plan to form a single plan. The Pension Benefit Guaranty Corporation ("PBGC") filed three (3) claims relating to the Union Plan and the Management Plan in each of the In re Fruehauf Corp., et al. bankruptcies (Case Nos. 1563-1572). The PBGC is a wholly-owned United States government corporation created by Title IV of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. SS 1301-1461 ("ERISA"), to administer the mandatory pension plan termination insurance program established under Title IV of ERISA. The PBGC guarantees the payment of certain pension benefits upon termination of a pension plan covered by Title IV of ERISA. According to PBGC, if the transfer of sponsorship of the pension plans occurs and the pension plans remain on going after confirmation of the Plan, PBGC will withdraw its claims. Nothing in the Plan, therefore, shall be construed as releasing or in any way discharging PBGC's claims. 4. Transfer of Hogan's Creek Property and Picketville Property. On the Effective Date, Jacksonville Shipyards, Inc. shall next transfer the Hogan's Creek Property and Picketville Property to JSI Property Corp. 5. Foreclosure by Holders of Senior Notes. On the Effective Date, the Indenture Trustee will be deemed to have foreclosed the liens of the holders of the Senior Notes on the Foreclosed Assets and to have transferred the Foreclosed Assets to the Liquidating Trust. The Foreclosed Assets shall be transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Class A Beneficial Interests in the Liquidating Trust. 6. Transfer by Debtors of Assets to the Liquidating Trust. On the Effective Date, the Debtors shall convey all of their remaining assets to the Liquidating Trust free and clear of all liens, claims and encumbrances on behalf of and for the benefit of the creditors who will receive a beneficial interest in the Liquidating Trust. 7. Ratification of Liquidating Trust Agreement. On the Effective Date, each holder of each Claim will be deemed to have ratified and become bound by the terms of the Liquidating Trust Agreement. The Liquidating Trustee is empowered to execute the Liquidating Trust Agreement on behalf of each holder of a Claim. a. Powers and Duties. The Liquidating Trustee shall have the powers, duties and obligations specified in this Plan and the Liquidating Trust Agreement. b. Compensation of Liquidating Trustee. The Liquidating Trustee shall be entitled to receive from the Trust Estate compensation for his services as Trustee substantially in accordance with the description at Section IV.F.7.b. of this Disclosure Statement which compensation shall be approved by the Court at the Confirmation Hearing. The Liquidating Trustee shall also be reimbursed by the Trust Estate for all reasonable out-of-pocket expenses incurred by the Trustee in the performance of his duties. c. Limitation of Liability. The Liquidating Trustee shall use reasonable discretion in exercising each of the powers herein granted. No Liquidating Trustee or any attorney, agent, or servant of the Liquidating Trustee shall be personally liable in any case whatsoever arising in connection with the performance of obligations under this Plan, whether for their acts or their failure to act unless they shall have been guilty of willful fraud or gross negligence. The Liquidating Trustee may consult with attorneys, accountants, and agents, and the opinions of the same shall be full protection and justification to the Liquidating Trustee and his employees for anything done or admitted or omitted or suffered to be done in accordance with said opinions. The Liquidating Trustee shall not be required to give any bond for the faithful performance of his duties hereunder. d. Indemnity. The Liquidating Trustee and his employees and agents will be indemnified by the Liquidating Trust against claims arising from the good faith performance of duties under the Bankruptcy Code or this Plan. e. Right to Hire Professionals. The Liquidating Trustee shall have the right to reasonably utilize the services of attorneys or any other professionals which, in the discretion of the Liquidating Trustee, are necessary to perform the duties of the Liquidating Trustee. Reasonable fees and expenses incurred by the attorneys, accountants or other agents of the Liquidating Trustee shall be paid by the Liquidating Trust. f. Treatment of Distribution Fund Surplus. After the payment of the Allowed Administrative Expense Claims, Priority Claims and Pre-Petition Tax Claims of the Class B Beneficial Interestholders, any remaining funds in the Distribution Fund shall be available for distribution to the holders of the Class A Beneficial Interests in the Liquidating Trust. g. Limitation on the Liquidating Trustee. Two holders of Senior Notes will serve as the Trust Advisory Committee. Either Bankruptcy Court approval or unanimity among the Trust Advisory Committee members and Liquidating Trustee is required before the Liquidating Trustee can: (1) borrow money in excess of $500,000 or grant liens on any part of the Trust Estate in excess of $500,000; (2) sell assets of the Trust Estate with a value in excess of $500,000; (3) modify the Plan; (4) initiate and prosecute litigation, including but not limited to claim objections with expected fees and costs in excess of $250,000; (5) dispose of or settle any claim or litigation with a potential value to the Liquidating Trust in excess of $500,000; and (6) forego making the annual distribution to Certificate Holders required by Section 6.2 of the Liquidating Trust. If unanimity does not exist regarding the proposed action and Bankruptcy Court approval is requested, the Liquidating Trust shall pay the attorneys fees incurred by the objecting Committee member, up to $25,000 per member during the term of the Liquidating Trust. The Liquidating Trust Agreement may be modified only with the written approval of the Class A Beneficial Interestholders holding over 50% of the Class A Beneficial Interests. h. Distribution of Trust Certificates. The Liquidating Trust shall distribute Trust Certificates to the holders of the Class A Beneficial Interests in the Liquidating Trust which shall reflect each holders' proportional interest in the Liquidating Trust, subject to the interests of the holders of Class B Beneficial Interests in the Distribution Fund. i. Tax Treatment of the Liquidating Trust. It is intended that the Liquidating Trust will be treated as a "liquidating trust" within the meaning of Treasury Regulations Section 301.7701-4(d). Accordingly, for federal income tax purposes, the transfer and assignment of the Debtors' assets shall be treated as a deemed transfer and assignment of such assets to the holders of Claims followed by a deemed transfer and assignment by such holders to the Liquidating Trust. The Liquidating Trust shall provide the holders of Claims with a valuation of the assets transferred to the Liquidating Trust and such valuation shall be used consistently for all federal income tax purposes. All items of income, deduction, credit or loss of the Liquidating Trust shall be allocated for federal, state and local income tax purposes among the holders of Claims as set forth in the Liquidating Trust agreement; provided, however, that to the extent that any item of income cannot be allocated in the taxable year in which it arises, the Liquidating Trust shall pay the federal, state and local taxes attributable to such income (net of related deductions) and the amount of such taxes shall be treated as having been received by, and paid on behalf of, the holders of Claims receiving such allocations when such allocations are ultimately made. j. Termination of Liquidating Trust. The duties, powers and responsibilities of the Liquidating Trustee shall terminate upon the liquidation and distribution to Beneficial Interestholders of all proceeds in the Liquidating Trust estate in accordance with this Plan. 8. Dissolution of Corporate Entities. Following the creation of the Distribution Fund, the transfer of the Wabash Securities to the Indenture Trustee, the deemed foreclosure of the Foreclosed Assets by the Indenture Trustee, and the transfer of any remaining assets to the Liquidating Trust on behalf of and for the benefit of the Beneficial Interestholders, the Debtors shall be dissolved or liquidated. 9. Cancellation of Old Securities. On the Effective Date, all Old Securities shall be terminated and canceled, and the indentures or statements of resolution governing such Old Securities shall be rendered void. Notwithstanding the foregoing, such termination will not impair the rights and duties under any indenture as between the Indenture Trustee and the beneficiaries of the trust created thereby (the holders of the Senior Notes) including, but not limited to, the rights of the Indenture Trustee to receive payment of its fees and expenses, to the extent not paid by the Company, from amounts distributable to holders of Senior Notes. 10. Registration Exemption for Debtors' Wabash Securities and Beneficial Interests in the Liquidating Trust. The Confirmation Order shall provide that (a) the distribution of the Wabash Securities to holders of Allowed Class 2 Claims, (b) the transfer to the Liquidating Trust of the stock of Pension Corp. and JSI Property Corp., and (c) the issuance and transfer pursuant to the Plan of the beneficial interests in the Liquidating Trust and the Trust Certificates and any resale of such property shall be exempt from any and all federal, state and local laws requiring the registration of such security, to the fullest extent provided by section 1145 of the Bankruptcy Code. The Debtors believe that the exemption under Bankruptcy Code Section 1145(a)(1) from the application of the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), is available for each of (a), (b) and (c) for the following reasons: (i) The distribution, transfer and/or issuance of each of the securities referred to in (a), (b) and (c) is being made wholly in exchange for claims made against the Debtors. (ii) The Wabash Securities constitute securities of a successor to the Debtors (withing the meaning of Bankruptcy Code Section 1145(a)), since Wabash, by virtue of its purchase in April 1997 from Fruehauf Trailer of the United States trailer manufacturing and sales and distribution businesses of Fruehauf, became a successor to Fruehauf Trailer as of the date of such purchase. The conclusion that Wabash is a successor to the Debtors is based on the fact that the sale to Wabash constituted a sale of substantially all of the assets owned by the Debtors as of the date of sale, a fact which was confirmed by the order of the Bankruptcy Court approving the sale. The businesses sold to Wabash by the Debtors generated 100% of the operating revenues recognized by the Debtors immediately prior to the sale of the businesses, and following the sale to Wabash, the Debtors owned no other operating assets and the number of persons employed by the Debtors declined from more than 1,100 to 5. In addition, based on the aggregate value of the consideration paid in connection with the sale (i.e., $19,000,000 in cash plus the Wabash Securities), the Debtors believe that the value of the assets transferred represented significantly in excess of 50% of the total value of the assets owned by the Debtors immediately prior to the sale. Furthermore, in connection with the sale of the businesses, Wabash assumed rights and obligations associated with ownership and operation of those businesses following the sale. For all of the foregoing reasons, the Debtors believe that Wabash should be considered a "successor" to the Debtors for purposes of Section 1145(a) of the Bankruptcy Code. The sale to Wabash needed to be consummated in advance of confirmation of the Plan. The debtor-in-possession financing facility which the Debtors had obtained upon commencement of the bankruptcy proceeding was due and payable on April 30, 1997, and the DIP lender had advised the Debtors that it was unwilling to extend or renew the facility. In addition, the Debtors were unsuccessful in obtaining a new DIP facility that would replace the initial DIP facility (although the Debtors were eventually able to obtain, concurrent with the sale to Wabash, a much smaller replacement DIP loan from Bank of America that was secured principally by the Wabash Securities). Indeed, the Debtors had continued to experience a decline in sales and further losses during the post-petition period prior to the sale and were already in default on the DIP facility. The sale ensured that the DIP lender would not exercise its post-petition first priority security interest, which would have effectively eliminated the opportunity for recovery by pre-petition creditors of the Debtors pursuant to the Plan. Pursuant to an order of the Bankruptcy Court, notice of the auction, which resulted in the sale to Wabash, was published in the National Edition of The Wall Street Journal and a copy of the notice was served on all parties who filed notices of appearance in the bankruptcy and all known parties claiming a lien or any interest in the assets that were sold. All parties in interest were given an opportunity to object to the sale prior to final approval by the Bankruptcy Court. (iii) The stock of Pension Corp., JSI Property Corp. and Fruehauf de Mexico constitute stock of "affiliates" of the Debtors who are participating in the Plan with the Debtors. (iv) The Trust Certificates constitute securities of a "successor" to the Debtors, since the Liquidating Trust will be a successor to the assets of the Debtors as they exist on the Effective Date of the Plan. With respect to the distribution of the Wabash Securities, in addition to the exemption which the Debtors believe is available under Bankruptcy Code Section 1145, Wabash has filed with the Securities and Exchange Commission ("SEC") a registration statement with respect to the disposition of the Wabash Securities currently held by Fruehauf Trailer Corporation. This registration statement was declared effective by the SEC in April 1998. Moreover, Wabash has agreed, assuming that the Bankruptcy Code Section 1145 exemption is available for the distribution of the Wabash Securities pursuant to the Plan, to supplement the existing effective registration statement to enable the holders of Allowed Class 2 Claims who may be deemed "underwriters" (within the meaning of the Securities Act and Section 1145) with respect to the Wabash Securities they receive pursuant to the Plan to utilize the registration statement as "selling stockholders" for their disposition of the Wabash Securities. Wabash has further agreed, if the Section 1145 exemption is not deemed available for the distribution of the Wabash Securities pursuant to the Plan, to file a new registration statement with the SEC, within five business days following confirmation of the Plan, to enable holders of Allowed Class 2 Claims who may be deemed "underwriters" to dispose of their Wabash Securities, and to use its best efforts to have such registration statement declared effective by the SEC by the date of distribution of the Wabash Securities pursuant to the Plan. Accordingly, based on the foregoing, the Debtors anticipate that the Wabash Securities will be eligible for an immediate resale by the holders of Allowed Class 2 Claims upon distribution pursuant to the Plan, although there can be no assurance that a delay in the registration process or other circumstance will not prevent such holders from effecting an immediate resale of the Wabash Securities. 11. Transferability of the Trust Certificates; Applicability of Federal Securities Laws to the Liquidating Trust. The Trust Certificates constituting the beneficial interests in the Liquidating Trust will be transferable. However, the Trust Certificates will not be listed on any national securities exchange or on the Nasdaq Stock Market, and the Liquidating Trust will not facilitate the development of an active trading market or encourage others to do so, will not place any advertisement in the media promoting an investment in the Trust Certificates and will not collect or publish information about prices at which the Trust Certificates may be transferred, except to the extent required to comply with disclosure requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Furthermore, the Liquidating Trust will not be obligated, nor is it anticipated that the Liquidating Trust would cooperate in any attempt to, facilitate quotations for the Trust Certificates pursuant to Rule 15c2-11 of the Exchange Act. Although it is possible that some trading will occur in the Trust Certificates, the Debtors believe that it is unlikely that such trading will be active or that a significant market will develop beyond the initial recipients of the Trust Certificates. The Liquidating Trust presently intends to register under Section 12(g) of the Exchange Act and keep such registration in effect until there are either (i) less than 300 holders of Trust Certificates or (ii) there are less than 500 holders of Trust Certificates and the assets of the Liquidating Trust have not exceeded $10 million on the last day of each of the Liquidating Trust's immediately preceding three fiscal years. As an entity registered under the Exchange Act, the Liquidating Trust will be required to file certain annual and other reports with the SEC. The Liquidating Trust may also distribute to holders of Trust Certificates audited annual financial statements of the Liquidating Trust as of the end of each fiscal year of the Liquidating Trust. However, after consultation with the Official Committee for Unsecured Creditors and the Securities and Exchange Commission, the Debtors may seek to have the Trust Certificates issued in two classes to Class A Beneficial Interestholders, Class A(1) for Class 2 Creditors and Class A(2) for Class 4 Creditors, if it is possible to avoid the requirement to register the Liquidating Trust under Section 12(g) of the Exchange Act. The Debtors do not believe that the Liquidating Trust is required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Liquidating Trust (i) exists solely to liquidate the assets to be transferred to the Liquidating Trust by the Debtors pursuant to the Plan, (ii) will not conduct a trade or business (other than maintaining Fruehauf de Mexico as a going concern pending sale or liquidation thereof) and will not make any investments, except for temporary investments in money market instruments, government short-term securities or other investment grade short-term debt securities pending distribution of liquidation proceeds to the Liquidating Trust beneficiaries, (iii) will not hold itself out as an investment company, but only as a liquidating entity and (iv) will have a limited life span (i.e., a period of three years from the Effective Date, subject to renewal for one or more one-year periods in the event any assets of the Liquidating Trust have not been fully liquidated and the proceeds thereof distributed to the beneficiaries by the end of the then current term). The Debtor's conclusion is also based on the fact that the Liquidating Trust will refrain from taking any action to facilitate a trading market in the Trust Certificates (as described in the first paragraph of this section) and will be registering under the Exchange Act. However, the Debtors do not intend to request a "no-action" letter from the SEC with respect to the application of the registration provisions of the Investment Company Act to the Liquidating Trust, and there is no assurance that the SEC would not take the position that the Liquidating Trust would have to register under the Investment Company Act. If so, the Debtors would propose certain changes to the Liquidating Trust, including but not limited to limiting the transferability of the Trust Certificates, so as to avoid having to register the Liquidating Trust as an investment company under the Investment Company Act. 12. Corporate Action. Upon entry of the Confirmation Order, the dissolutions contemplated by Section 6.8 shall be deemed authorized and approved in all respects pursuant to applicable state laws without any requirement of further action by the stockholders or directors of the Debtors. On the Effective Date, the Indenture Trustee and the Liquidating Trustee shall be authorized and directed to take all necessary and appropriate actions to effectuate the transactions contemplated by the Plan and Disclosure Statement. 13. Preservation of Rights of Action. Except as otherwise provided in the Plan, or in any contract, instrument, release, or other agreement entered into in connection with the Plan in accordance with section 1123(b) of the Bankruptcy Code, the Liquidating Trust, as ultimate successor to the Debtors, shall retain and may enforce any claims, rights and causes of action that the Debtors or the Estates may hold against any entity, including, without limitation, any claims, rights or causes of action arising under sections 544 through 551 or other sections of the Bankruptcy Code or any similar provisions of state law, or any other statute or legal theory. The Liquidating Trust or any successor to or designee thereof may pursue those rights of action, as appropriate, in accordance with what is in the best interests of the Liquidating Trust and those holding interests in the Liquidating Trust. 14. Objections to Claims. Except as otherwise provided for with respect to applications of professionals for compensation and reimbursement of expenses under Article 3, or as otherwise ordered by the Bankruptcy Court after notice and a hearing, objections to Claims, including Administrative Claims, shall be Filed and served upon the holder of such Claim or Administrative Claim not later than the later of (a) one hundred twenty (120) days after the Effective Date, and (b) one hundred twenty (120) days after a proof of claim or request for payment of such Administrative Claim is Filed, unless this period is extended by the Court. Such extension may occur ex parte. After the Effective Date, the Liquidating Trust shall have the exclusive right to object to Claims. 15. Treatment of Identical Claims Asserted by Single Creditor Against Multiple Debtors. Because all of the Debtors' assets are fully encumbered by liens securing the Senior Notes, absent the agreement of the Senior Noteholders, holders of Allowed Administrative, Priority, Pre-Petition Tax and Unsecured Claims would receive no distribution under the Plan. The Senior Noteholders have agreed to the distribution of the Distribution Fund to holders of Allowed Administrative and Priority Claims and the distribution of 5.5% of the Class A Beneficial Interests in the Liquidating Trust to holders of Allowed Unsecured Claims if Class 4 accepts the Plan. That agreement is conditioned upon the Claims against the Debtors being consolidated so that a single creditor who has a right of recovery against more than one Debtor for the same Claim will be limited to one Allowed Claim in the Allowed amount owed to the creditor. Attached as Exhibit "B" to the Plan is a schedule of creditors that filed multiple claims for the same liability. The maximum amount of the Allowed Claim of any of these creditors shall be the amount indicated as the "Surviving Claim." The Liquidating Trust reserves the right to object to the Surviving Claim. 16. Exemption from Stamp and Similar Taxes. The issuance and transfer of the Wabash Securities, the issuance and distribution of the Pension Corp. and JSI Property Corp. Stock, and the transfer and ultimate sale of the Foreclosed Assets as provided in this Plan shall not be taxed under any law imposing a stamp tax or similar tax in accordance with 11 U.S.C. S 1146(c). G. Funding and Methods of Distribution and Provisions for Treatment of Disputed Claims 1. Funding of Distributions Under the Plan. The Debtors have liquidated 800,000 shares of the Wabash Common Stock. The Debtors will fund the Distribution Fund from Cash on hand. The Debtors may seek one or more orders of the Bankruptcy Court estimating or limiting the amount of property to be deposited in the Distribution Fund. The Distribution Fund shall be the sole source of funds for the payment of Allowed Administrative Claims, Pre-Petition Tax Claims and Priority Claims. 2. Distributions to Holders of Allowed Claims that are Administrative Expense Claims, Pre-Petition Tax Claims and Class 1 Priority Claims. Commencing on the Effective Date, the Liquidating Trustee shall, in accordance with Article 3 of the Plan, distribute to each holder of a then unpaid Allowed Administrative Expense Claim, Allowed Pre-Petition Tax Claim, or Allowed Priority Claim Cash in the Allowed amount of such holder's Claim. The Distribution Fund shall be distributed to the holders of Disputed Administrative Expense Claims, Pre-Petition Tax Claims and other Priority Claims pursuant to Article 3 of the Plan if and to the extent that the balance, if any, of such Claims is Allowed by Final Order. The Liquidating Trust must hold the Distribution Fund in a segregated account for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims until all Disputed Claims that are alleged to be Administrative, Pre-Petition Tax or Priority Claims have been Allowed or disallowed. 3. Distributions to Holders of Allowed Class 2 Claims. The Debtors shall deliver all of the Wabash Securities and the Trust Certificates representing the Requisite Percentage of Class A Beneficial Interests to the Indenture Trustee. The Indenture Trustee shall make the Pro Rata distribution required by Section 4.2 of the Plan to the holders of the Senior Notes. The Liquidating Trust shall pay all reasonable fees and expenses of the Indenture Trustee in acting as distribution agent as and when such fees and expenses become due without further order of the Bankruptcy Court. The Plan provides for distributions to be made only to record holders as of the Ballot Record Date unless the Indenture Trustee is provided evidence of a transfer that is satisfactory to the Indenture Trustee, in its sole discretion. Holders of Senior Notes must surrender their notes or have been deemed to have surrendered their notes (see Plan section 7.5(c)) to receive a distribution. Any holder of a Senior Note that has not surrendered or been deemed to have surrendered its Senior Notes prior to the time that the Indenture Trustee distributes the Wabash Securities and Trust Certificates or the Liquidating Trustee makes a distribution to holders of Trust Certificates may have its distribution reduced by any taxes that the Indenture Trustee or Liquidating Trustee has paid on account of such distribution. The Plan also provides for the cancellation of the Senior Notes. 4. Disputed Claims. Notwithstanding any other provisions of the Plan, no payments or distributions shall be made on account of any Disputed Claim until such Claim becomes an Allowed Claim, and then only to the extent that it becomes an Allowed Claim. 5. Delivery of Distributions and Undeliverable or Unclaimed Distributions; Failure to Negotiate Checks. The Plan established procedures for the delivery of distributions and for the disposition of undeliverable distributions and checks that are not timely negotiated. 6. Distributions on Account of Unsecured Class 4 Claims. If Class 4 accepts the Plan, Trust Certificates representing 5.5% of the Class A Beneficial Interests in the Liquidating Trust shall be distributed, Pro Rata, to holders of Allowed Claims in Class 4. The Liquidating Trust shall not be required to make distributions of Trust Certificates to holders of Allowed Claims in Class 4 until the Liquidating Trust has resolved its objections to Disputed Claims in Class 4, a process which shall be completed no later than the first anniversary of the Effective Date. Any distributions of Cash to which the holders of Trust Certificates become entitled during this claims resolution period shall be distributed to the holders of Allowed Claims in Class 4, Pro Rata, with any accrued interest thereon at the time the Trust Certificates are distributed; provided, however, that such distribution shall be reduced by any taxes paid by the Liquidating Trust on account of interest or other income earned thereon. 7. De Minimis Distributions. No Cash payment of less than twenty dollars ($20.00) shall be made to any holder on account of an Allowed Claim unless a request therefor is made in writing to the Liquidating Trust. 8. Compliance with Tax Requirements. In connection with the Plan, to the extent applicable, the Liquidating Trust shall comply with all withholding and reporting requirements imposed on it by any governmental unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. 9. Setoffs. Unless otherwise provided in a Final Order or in this Plan, the Liquidating Trust may, but shall not be required to, set off against any Claim and the payments to be made pursuant to the Plan in respect of such Claim, any claims of any nature whatsoever the Debtors may have against the holder thereof or its predecessor, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by any Debtor or the Liquidating Trust of any such Claims the Debtors or the Liquidating Trust may have against such holder or its predecessor. 10. Fractional Interests. The calculation of the percentage distribution of Wabash Securities or Trust Certificates to be made to holders of certain Allowed Claims as provided elsewhere in this Plan may mathematically entitle the holder of such an Allowed Claim to a fractional interest in such Stock or Trust Certificates. The number of shares of Wabash Securities or Trust Certificates to be received by a holder of an Allowed Claim shall be rounded to the next lower whole number of shares or Trust Certificates. The total number of shares of Wabash Securities or Trust Certificates to be distributed to a class of Claims shall be adjusted as necessary to account for the rounding provided for in this section. Any fractional shares of Wabash Securities that are rounded down and not issued to holders of Senior Notes shall be contributed to the Liquidating Trust. H. Treatment of Executory Contracts and Unexpired Leases The Plan constitutes and incorporates a motion by the Debtors to reject, as of the Effective Date, all pre-petition executory contracts and unexpired leases to which the Debtors are a party, except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to a Final Order, or (ii) is the subject of a pending motion for authority to assume the contract or lease Filed by the Debtors prior to the Confirmation Date. The Plan establishes a bar date for filing Rejection Claims not already barred. I. Effects of Plan Confirmation 1. Transfers to Liquidating Trust are Free and Clear of Claims Against Debtors. As a result of the foreclosure and sale of the Debtors' assets contemplated by Articles 6.5 and 6.6 of this Plan, the assets transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Allowed Claims shall be held by the Liquidating Trust free and clear of all liens, claims or interests in such property that arose before the Confirmation Date. 2. No Liability for Solicitation or Participation. As specified in section 1125(e) of the Bankruptcy Code, Persons that solicit acceptances or rejections of the Plan and/or that participate in the offer, issuance, sale, or purchase of securities offered or sold under the Plan, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, are not liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer 3. Limitation of Liability. None of the Unsecured Creditors' Committee and its members and the professional Persons employed by the Unsecured Creditors' Committee; the Indenture Trustee and any professional Persons retained by it; the Bondholders' Committee and its members and professional Persons employed by the Bondholders' Committee; the Authorized Representative of Retirees and its professional Persons; the Liquidating Trust and any professional Persons retained by it; the Liquidating Trustee; Morris, Nichols, Arsht & Tunnell; Camhy Karlinsky & Stein; Price Waterhouse; Haynes and Boone, L.L.P.; Alvarez & Marsal, Inc.; and Oppenheimer & Co., Inc.; any of their affiliates nor any of their officers, directors, partners, associates, employees, members or agents (collectively the "Exculpated Persons"), shall have or incur any liability to any Person for any act taken or omission made in good faith in connection with or related to the Bankruptcy Cases or actions taken therein, including negotiating, formulating, implementing, confirming or consummating the Plan, the Disclosure Statement, or any contract, instrument, or other agreement or document created in connection with the Plan. The Exculpated Persons shall have no liability to any Creditors or Equity Security Holders for actions taken under the Plan, in connection therewith or with respect thereto in good faith, including, without limitation, failure to obtain Confirmation of the Plan or to satisfy any condition or conditions, or refusal to waive any condition or conditions, precedent to Confirmation or to the occurrence of the Effective Date. Further, the Exculpated Persons will not have or incur any liability to any holder of a Claim, holder of an Interest, or party-in-interest herein or any other Person for any act or omission in connection with or arising out of their administration of the Plan or the property to be distributed under the Plan, except for gross negligence or willful misconduct as finally determined by the Bankruptcy Court, and in all respects such persons will be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. 4. Other Documents and Actions. The Debtors, the Debtors-In-Possession, the Indenture Trustee and Liquidating Trustee may execute such documents and take such other action as is necessary to effectuate the transactions provided for in the Plan. 5. Term of Injunctions or Stays. Unless otherwise provided, all injunctions or stays provided for in the Reorganization Case pursuant to sections 105 or 362 of the Bankruptcy Code or otherwise and in effect on the Confirmation Date shall remain in full force and effect until the Effective Date. J. Confirmability of Plan and Cramdown The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code if any impaired class does not accept the Plan pursuant to section 1126 of the Bankruptcy Code. In that event, the Debtor reserves the right to modify the Plan to the extent, if any, that Confirmation of the Plan under section 1129(b) of the Bankruptcy Code requires modification. K. Retention of Jurisdiction. The Plan provides for the Bankruptcy Court to retain the broadest jurisdiction over the reorganization case as is legally permissible so that the Bankruptcy Court can hear all matters related to the consummation of the Plan, the claims resolution process, and the administration of the Liquidating Trust. L. Post Confirmation Management of the Liquidating Trust The Debtors contemplate that, from and after the Effective Date of the Plan, Chriss Street will serve as the Trustee of the Liquidating Trust and will continue to serve as Chairman of the Board and Chief Executive Officer of Fruehauf de Mexico. It is also anticipated that Worth Frederick and James Wong will share operational oversight responsibility for Fruehauf de Mexico. Mr. Worth will be paid an annual salary of $100,000 by Fruehauf de Mexico, and will also receive an annual salary fee of $20,000 from the Liquidating Trust for services which he is expected to perform on behalf of the Liquidating Trust. Mr. Wong will be paid an annual salary of $75,000 by Fruehauf de Mexico, and will also be eligible to receive an annual bonus of up to $10,000 from Fruehauf de Mexico. Courtney Watson will also provide services to the Liquidating Trust in liquidating assets, making distributions, and maintaining proper records. Ms. Watson will be paid $65,000 a year by the Liquidating Trust. It is anticipated that Mr. Street, on or before the Effective Date of the Plan, will enter into (i) an employment agreement with the Liquidating Trust which will provide for his employment as Trustee, and (ii) an employment agreement with Fruehauf de Mexico, which will provide for his employment as Chairman of the Board and Chief Executive Officer of Fruehauf de Mexico. The terms and conditions of the agreements as currently contemplated are described below. These terms and conditions are subject to change and may be amended prior to the hearing on approval of this Disclosure Statement. 1. Employment Agreement with Liquidating Trust Mr. Street will be employed as trustee for a term of three years, which term will be automatically renewable for additional one year periods (or until such earlier time as the Liquidating Trust may be dissolved) unless the Trust Advisory Committee shall advise Mr. Street, not less than 90 days prior to the end of the initial three year term, that it desires to terminate his services as trustee at the end of the term. No co-trustee may be appointed without Mr. Street's prior written consent. Subject to such other and further terms and conditions that may be mutually agreed upon as between the holders of the Senior Notes and Mr. Street, for serving as trustee, Mr. Street will be entitled to the following compensation described below: (1) An annual salary of $200,000 per year, payable in semi-monthly installments (hereinafter referred to as the "Annual Fee"). (2) A percentage of the cumulative amount distributed to the holders of Senior Notes from the Liquidating Trust or otherwise pursuant to the Plan, in excess of the aggregate principal amount of the Senior Notes outstanding on the Effective Date of the Plan (the "Par Amount"), which percentage shall be 12.5% unless the amount distributed to the holders of the Senior Notes prior to the first anniversary of the Effective Date equals or exceeds the Par Amount, in which event the percentage shall be 15%. Amounts payable to Mr. Street pursuant to this arrangement (the "Percentage Fee"), if any, shall be made on a quarterly basis within 30 days following each calendar quarter in which any distribution in excess of the Par Amount is made to the holders of the Senior Notes. For purposes of determining the cumulative amount distributed to the holders of the Senior Notes, the following will apply: (a) The value of the shares of Common Stock of Wabash distributed to the holders of the Senior Notes will be equal to the higher of (i) the average of the closing sale prices of the Common Stock as reported by the New York Stock Exchange for the 10 consecutive trading days commencing on the date (the "Distribution Date") on which such shares are distributed to the holders of the Senior Notes; and (ii) the average of the daily closing sale prices of the Common Stock as reported by the New York Stock Exchange for the period of three months following the Distribution Date (the higher of (i) or (ii) being referred to as the "Average Price"). No other change in the market price of the Common Stock will be given any effect in calculating the amount distributed to the holders of the Senior Notes. (b) The value of the shares of Series B 6% Cumulative Convertible Exchangeable Preferred Stock (the "Preferred Stock") of Wabash distributed to the holders of the Senior Notes will be equal to the product of (i) and (ii), where (i) is the result obtained by dividing the sum of $17,600,000 plus the amount of any accrued dividends on the Preferred Stock as of the Distribution Date by the conversion price of the Preferred Stock (i.e., $21.375, subject to anti-dilution adjustments) and (ii) is the Average Price (as defined above). No other change in the market price of the Common Stock will be given any effect in calculating the amount distributed to the holders of the Senior Notes. (c) The value of all other assets distributed to the holders of the Senior Notes shall be fair market value of such assets on the respective dates of distribution, which fair market value shall be determined by mutual agreement of Mr. Street and the Advisory Committee, except if no such agreement is reached, fair market value shall be determined by an independent appraiser whose selection will be mutually agreed upon by Mr. Street and the Advisory Committee. In the event Mr. Street ceases to serve as trustee during the initial or any renewal term for any reason other than death, Cause (as defined), Permanent Disability (as defined), or voluntary resignation, Mr. Street shall continue to receive the Annual Fee for the remainder of the applicable term. In addition, Mr. Street shall continue to receive the Percentage Fee in accordance with the following terms: (i) if the amount distributed to the holders of the Senior Notes prior to the date of termination has equaled or exceeded the Par Amount, Mr. Street will continue to receive the Percentage Fee (if any) for a period of two years following the date on which he ceases to serve as trustee; (ii) if, as of the date on which Mr. Street ceases to serve as trustee, an amount equal to or greater than 90% but less than 100% of the Par Amount has been distributed to the holders of the Senior Notes, and within one year following such date the cumulative amount distributed to the holders exceeds 100% of the Par Amount, Mr. Street will receive the Percentage Fee on amounts distributed to the holders in excess of the Par Amount within 18 months after the date he ceases to serve as Trustee; and (iii) if Mr. Street is terminated as trustee at any time prior to the first anniversary of the Effective Date other than for Cause, Mr. Street will be entitled to receive the Percentage Fee (if any) until the third anniversary of the Effective Date irrespective of the cumulative amount which has been distributed to the holders of the Senior Notes on the date of termination. Upon Mr. Street's death or termination as trustee as a result of a Permanent Disability during the initial or any renewal term, Mr. Street (or his heirs, as the case may be) shall be entitled to receive the Annual Fee and Percentage Fee (if any) for a period of one year following the date on which he ceases to serve as Trustee. The Liquidating Trust shall be authorized to obtain insurance to cover the amounts owed to Mr. Street in the event of death or termination as a result of Permanent Disability and Mr. Street shall submit to a physical or such other tests as may be required to obtain such insurance. If Mr. Street is terminated as trustee either for Cause or ceases to serve as Trustee as a result of a voluntary resignation, Mr. Street shall be entitled to the Annual Fee and Percentage Fee (if any) through the date of termination. "Cause" for purposes of the agreement (as well as the employment agreement with Fruehauf de Mexico) shall mean Mr. Street having either (i) been engaged in an act of fraud or dishonesty against the Liquidating Trust (or Fruehauf de Mexico, as the case may be), (ii) been convicted of, or enter a plea of nolo contendre to, a felony or a misdemeanor involving moral turpitude under the laws of the United States or any state thereof, (iii) admitted or been found by a court of law to have been involved in either the distribution, possession or use of illegal drugs, or (iv) knowingly violated in a material way any policy maintained by the Liquidating Trust (or Fruehauf de Mexico, as the case may be). "Permanent Disability" for purposes of this Agreement (as well as the employment agreement with Fruehauf de Mexico) shall mean that Mr. Street, as a result of an incapacity due to physical or mental illness, has been unable to perform the duties of trustee (or Chairman and Chief Executive Officer of Fruehauf de Mexico, as the case may be) for a period of not less than 90 consecutive days and, within 30 days of notice of termination being sent to Mr. Street based on such incapacity, shall have failed to return to the performance of his duties. 2. Employment Agreement with Fruehauf de Mexico. Under the agreement with Fruehauf de Mexico, Mr. Street will be employed as Chairman of the Board and Chief Executive Officer and will be entitled to serve in such capacity so long as he is trustee of the Liquidating Trust and the Liquidating Trust owns, directly or indirectly, a majority of the voting stock of Fruehauf de Mexico. He may not be removed as an officer or director of Fruehauf de Mexico unless he ceases to serve as trustee. For serving as Chairman and Chief Executive Officer of Fruehauf de Mexico, Mr. Street shall receive an annual salary of $50,000 per year, payable in semi-monthly installments. He will also be provided with all fringe benefits and perquisites that are provided to senior executives of Fruehauf de Mexico, and will also be entitled to participate in all employee benefit plans, programs and arrangements, now or hereafter in effect, that are applicable to employees of Fruehauf de Mexico generally or its senior executives. During the term of the agreement, Mr. Street will be entitled to designate those persons whom Fruehauf de Mexico will nominate for election as directors. In the event that Mr. Street ceases to serve as Chairman and Chief Executive Officer of Fruehauf de Mexico as a result of the sale or other disposition of the capital stock or assets of Fruehauf de Mexico, Mr. Street will receive, upon such sale or other disposition, a lump sum payment equal to the aggregate amount that would have been paid to him as Chairman and Chief Executive Officer for the remainder of the then applicable term of the agreement. In addition, in the event that Mr. Street ceases to serve as trustee of the Liquidating Trust and is entitled to receive the Annual Fee as trustee for any period thereafter under the employment agreement with the Liquidating Trust, he shall also receive payment of his annual salary under the employment agreement with Fruehauf de Mexico for the same period. Under both employment agreements, Mr. Street will only be required to devote as much of his business time as he, in his sole discretion, reasonably deems necessary to perform his duties as trustee and as Chairman of the Board and Chief Executive Officer of Fruehauf de Mexico, respectively (and both entities will acknowledge that he will be employed by, or perform services for, unrelated entities during the terms of the agreements). Under both agreements, Mr. Street will be entitled to procure such office space, facilities and secretarial and other support services as he deems reasonably necessary for the performance of services under each agreement, with the cost thereof to be borne by the Liquidating Trust or Fruehauf de Mexico, as applicable. He shall also be reimbursed for all costs and expenses which he incurs in the performance of services under each agreement. In addition, Mr. Street will be indemnified for liabilities incurred by him in the performance of services under the agreements, except for liabilities arising from his intentional misconduct. V. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN The following discussion is a summary of certain federal income tax aspects of the Plan and is for general information only. This discussion is based upon existing provisions of the Internal Revenue Code of 1986, as amended ("IRC"), existing regulations thereunder, and current administrative rulings and court decisions. No assurance can be given that legislative or administrative changes or court decisions may not be forthcoming which would require significant modification of the statements expressed in this section. The discussion does not address foreign, state or local tax consequences of the Plan, nor does it purport to address the federal tax consequences of the Plan to special classes of taxpayers (such as foreign companies, nonresident alien individuals, S corporations, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, broker-dealers and tax-exempt organizations). Accordingly, it should not be relied upon for purposes of determining the specific tax consequences of the Plan with respect to a particular holder of a Claim or Interest. Due to the complexity of the transactions to be consummated pursuant to the Plan, some of which are discussed below; the lack of applicable legal precedent and the possibility of changes in law; differences in the nature of various Claims; differences in individual Claim holders' methods of accounting; and the potential for disputes as to legal and factual matters, the federal income tax consequences described herein are subject to significant uncertainties. NO RULING HAS BEEN SOUGHT OR OBTAINED FROM THE IRS WITH RESPECT TO ANY OF THE TAX ASPECTS OF THE PLAN AND NO OPINION OF COUNSEL HAS BEEN OBTAINED BY DEBTORS WITH RESPECT THERETO. NO REPRESENTATIONS OR ASSURANCES ARE BEING MADE WITH RESPECT TO THE FEDERAL INCOME TAX CONSEQUENCES AS DESCRIBED HEREIN. CERTAIN TYPES OF CLAIMANTS AND INTEREST HOLDERS MAY BE SUBJECT TO SPECIAL RULES NOT ADDRESSED IN THIS SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. THERE ALSO MAY BE STATE, LOCAL, OR FOREIGN TAX CONSIDERATIONS APPLICABLE TO A HOLDER OF A CLAIM OR INTEREST THAT ARE NOT ADDRESSED HEREIN. EACH HOLDER OF A CLAIM OR INTEREST AFFECTED BY THE PLAN MUST CONSULT, AND RELY UPON, HIS OR HER OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE PLAN WITH RESPECT TO THAT HOLDER'S CLAIM OR INTEREST. THIS INFORMATION MAY NOT BE USED OR QUOTED IN WHOLE OR IN PART IN CONNECTION WITH THE OFFERING FOR SALE OF SECURITIES. A. Federal Income Tax Consequences to Fruehauf. Under the Plan, the Debtors are transferring substantially all of their assets to the Senior Noteholders and to the Liquidating Trust. These transfers of assets will result in the recognition by the Debtors of gain or loss based on the difference between the fair market value and tax basis of the assets being so transferred. To the extent that the Debtors recognize a net gain from the transfer of these assets, such gain will be offset by Debtors' net operating loss and/or capital loss carryforwards. The Debtors may, however, recognize some alternative minimum tax as a result of the transfer of these assets. Any resulting tax will be paid by the Debtors to the Internal Revenue Service. The Plan also provides that the Debtors will be liquidated and dissolved. As a result, there will be no net operating loss or capital loss carryforwards available to the Debtors or the Liquidating Trust following the Effective Date after giving effect to the transactions contemplated by the Plan. B. Federal Income Tax Consequences to Holders of Claims. 1. Holders of Claims Holders of Claims will recognize a gain or loss equal to their respective amounts realized (if any) under the Plan in respect of their Claims less their respective tax bases in their Claims. The amounts realized for this purpose generally will equal the sum of the cash and the fair market value of any other consideration received under the Plan in respect of their Claims, including the fair market value of a holder's proportionate share of the assets transferred to the Liquidating Trust on the behalf and for the benefit of such holder. The recognition of gain or loss by a holder of Claims may also be affected by the holder's accounting method and other factors and circumstances particular to such holder. The transfer of assets to the Liquidating Trust by the Debtors will be treated as a transfer of such assets to the holders of Allowed Class 2 and possibly Allowed Class 4 Claims, to the extent they are beneficiaries, followed by a deemed transfer of such assets by such beneficiaries to the Liquidating Trust. As a result of such treatment, holders of such Allowed Claims will have to take into account the fair market value of their Pro Rata share, if any, of the assets transferred on their behalf to the Liquidating Trust in determining the amount of gain realized and required to be recognized upon consummation of the Plan. In addition, since a holder's share of the assets held in the Liquidating Trust may change depending upon the resolution of Disputed Claims, the holder may be prevented from recognizing any loss in connection with consummation of the Plan until the time that all such Disputed Claims have been resolved. The Trustee will provide the holders of Allowed Claims with valuations of the assets transferred to the Liquidating Trust and such valuations should be used consistently by the Liquidating Trust and such holders for all federal income tax purposes. Any gain or loss recognized by the Holders of Claims in the exchange will be capital or ordinary depending on the status of the Claim in the holder's hands. The holder's aggregate tax basis for any consideration received under the Plan will generally equal the amount realized in the exchange (less any amount allocable to interest as described in the next paragraph). The holding period for any consideration received under the Plan will generally begin on the day following the receipt of such consideration. Holders of Claims not previously required to include in their taxable income any accrued but unpaid interest on a Claim may be treated as receiving taxable interest, to the extent any consideration they receive under the Plan is allocable to such accrued but unpaid interest. Holders previously required to include in their taxable income any accrued but unpaid interest on a Claim may be entitled to recognize a deductible loss, to the extent that such accrued but unpaid interest is not satisfied under the Plan. C. Liquidating Trust The Plan provides, and this discussion has assumed, that the Liquidating Trust will be treated for federal income tax purposes as a "liquidating trust." As a liquidating trust, the Liquidating Trust itself generally will not be subject to tax; rather, holders of Allowed Claims will be taxed on their allocable share of the taxable income earned and gain recognized by the Liquidating Trust in each taxable year without regard to whether the Liquidating Trust makes any distributions to such holders in that taxable year. The Liquidating Trust, however, will pay federal, state and local tax on the taxable income allocable to unidentified holders and, when such holders are ultimately identified, they will receive distributions from the Liquidating Trust net of taxes which the Liquidating Trust has previously paid on their behalf. Although the Liquidating Trust will be formed in accordance with established guidelines for the formation of liquidating trusts, there is no assurance that the Liquidating Trust will be treated as a liquidating trust for federal income tax purposes. If the Liquidating Trust is determined by the Internal Revenue Service to be taxable not as a liquidating trust, the taxation of the Liquidating Trust and the transfer of assets by the Debtors to the Liquidating Trust may be materially different than is described herein and may have a material adverse effect on the holders of Allowed Class 2 and possibly Allowed Class 4 Claims. D. Backup Withholding and Information Reporting Payors of interest, dividends, and certain other reportable payments are generally required to withhold thirty-one percent (31%) of such payments if the payee fails to furnish such payee's correct taxpayer identification number (social security number or employer identification number), to the payor. The Liquidating Trust may be required to withhold a portion of any payments made to a holder of an Allowed Claim which does not provide its taxpayer identification number. E. Importance of Obtaining Professional Tax Assistance THE FOREGOING IS INTENDED AS A SUMMARY ONLY, AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE FEDERAL, STATE AND LOCAL INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND, IN SOME CASES, UNCERTAIN. SUCH CONSEQUENCES MAY ALSO VARY BASED ON THE PARTICULAR CIRCUMSTANCES OF EACH CLAIM HOLDER. ACCORDINGLY, EACH CLAIM AND INTEREST HOLDER IS STRONGLY URGED TO CONSULT WITH HIS, HER OR ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE AND LOCAL INCOME AND OTHER TAX CONSEQUENCES UNDER THE PLAN. VI. VOTING PROCEDURES AND CONFIRMATION REQUIREMENTS. A. Confirmation of the Plan. 1. Confirmation Hearing. Section 1128 of the Bankruptcy Code requires the Court, after notice, to hold a hearing on whether the Plan and its proponents have fulfilled the confirmation requirements of section 1129 of the Bankruptcy Code. A hearing (the "Confirmation Hearing") to consider confirmation of the Plan has been scheduled for September 16, 1998 at 2:00 p.m. before the Honorable Peter J. Walsh, at the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 6th Floor, Wilmington, Delaware 19801. The Confirmation Hearing may be adjourned from time to time by the Court without further notice except for the announcement of the adjourned date at the Confirmation Hearing. Any objection to confirmation must be made in writing and must specify in detail the name and the address of the Person objecting, the grounds for the objection and the nature and amount of the Claim or Interest held by the objector. Any such objection must be filed with the Court and served upon the parties designated in the notice of the confirmation hearing (the "Confirmation Notice") on or before September 9, 1998 at 4:00 p.m., Wilmington, Delaware time. Unless an objection to confirmation is timely served and filed, it will not be considered by the Court. 2. Requirements for Confirmation of the Plan. In order to confirm the Plan, the Bankruptcy Code requires that the Court make a series of findings concerning the Plan and the Debtors, including that: (a) Claims and Interests are classified in the Plan in a permissible manner; (b) the Plan complies with the applicable provisions of the Bankruptcy Code; (c) the Debtors have complied with applicable provisions of the Bankruptcy Code; (d) the Debtors have proposed the Plan in good faith and not by any means forbidden by law; (e) the disclosure required by section 1125 of the Bankruptcy Code has been made; (f) the Plan has been accepted by the requisite majorities of holders of Claims and Interests in each impaired Class of Claims or Interests, or, if accepted by at least one but not all of such Classes, is "fair and equitable," and does not discriminate unfairly as to any non-accepting class, as required by the "cramdown" provisions of section 1129(b) of the Bankruptcy Code; (g) the Plan is feasible; (h) the Plan is in the "best interests" of all holders of Claims and Interests in an impaired class by providing to such holders property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain in a chapter 7 liquidation, unless each holder of a Claim or Interest in such Class has accepted the Plan; and (i) all bankruptcy fees payable to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. S 1930 have been paid, or the Plan provides for the payment of such fees on the Effective Date. a. Acceptance. Pursuant to Section 1126 of the Bankruptcy Code, the Plan is accepted by an impaired Class of Claims if holders of two-thirds in dollar amount and a majority in number of Claims of that Class vote to accept the Plan. Only the votes of those holders of Claims who actually vote (and are entitled to vote) to accept or reject the Plan count in this tabulation. The Plan will be accepted by an impaired Class of Interests if holders of two-thirds of the amount of outstanding shares in such class vote to accept the Plan (and only those voting count in the tabulation). Pursuant to Section 1129(a)(8), all the impaired Classes of Claims and Interests must vote to accept the Plan in order for the Plan to be confirmed on a consensual basis (and at least one such Impaired Class must accept the Plan without including the acceptance by an insider). However, under the cramdown provisions of Section 1129(b), only one impaired Class of Claims (determined without including the acceptance by an insider) needs to accept the Plan if the other conditions to cramdown are met. The Plan has three Classes of Claims which are Impaired and are entitled to vote on the Plan (Classes 2, 3, and 4). The Plan provides for three Classes of Interests (Classes 5, 6 and 7) which are impaired and which are deemed to have rejected the Plan. b. Best Interests Test/Liquidation Analysis. Notwithstanding the acceptance of the Plan by each Impaired Class, section 1129(a)(7) of the Bankruptcy Code requires that the Bankruptcy Court determine that the Plan is in the best interests of each holder of a Claim or Interest in an Impaired Class if any holder in that Class has voted against the Plan. Accordingly, if an Impaired Class under the Plan does not unanimously accept that Plan, the "best interests" test requires that the Bankruptcy Court find that the Plan provides to each member of such Impaired Class a recovery on account of the member's Claim or Interest that has a value, as of the Effective Date, that is not less than the value of the distribution that each such member would receive or retain if Debtors were liquidated under Chapter 7 of the Bankruptcy Code commencing on the Effective Date. To determine what members of the each impaired Class of Claims would receive if the Debtors were liquidated under Chapter 7, the Court must consider the values that would be generated from a liquidation of the Debtors' assets and properties in the context of a hypothetical liquidation under Chapter 7. Because the Debtors' assets are all encumbered by liens in favor of the holders of the Senior Notes and the value of the Debtors' assets in an orderly liquidation is less than the principal amount of the Senior Noteholders' debt, unsecured creditors, including holders of Administrative and Priority Claims, would receive nothing in a Chapter 7 liquidation of Debtors. Thus, the Plan, which provides for the payment of Administrative and Priority Claims and which potentially provides a distribution of beneficial interests in the Liquidating Trust to general unsecured creditors, provides the unsecured creditors with a greater distribution than they would receive in Chapter 7. Further, the Plan is designed to maximize the value of the Debtors' assets for the benefit of Creditors. The Liquidating Trustee will have the flexibility in liquidating the assets to assure the highest recovery. The Liquidating Trustee may hold assets or improve them or take whatever action is necessary to secure the maximum value. c. Feasibility. Section 1129(a)(11) of the Bankruptcy Code requires a finding that Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor in interest, unless as here, liquidation is expressly contemplated by the Plan. Since the Plan is a liquidating plan in which the cash and securities representing the sale proceeds and the proceeds of all other assets of the Debtors are distributed to a trust for the benefit of creditors, the Debtors believe that they will be able to perform their obligations under the Plan and that therefore the Plan is feasible within the meaning of section 1129(a)(11) of the Bankruptcy Code. d. Classification. Section 1122 of the Bankruptcy Code sets forth the requirements relating to classification of claims. Section 1122(a) provides that claims or interest may be placed in a particular class only if they are substantially similar to the other claims or interest in that class. The Debtors believe that all Classes under the Plan satisfy the requirements of section 1122(a). The Debtors believe that the classification of Claims set forth in the Plan is appropriate in classifying substantially similar Claims together, and does not discriminate unfairly in the treatment of those Classes. The Debtors believe that the Plan adheres to the absolute priority rule and treats holders of Claims and Interests in accordance with their contractual entitlement and applicable law. B. Non-Consensual Confirmation. The Bankruptcy Code provides for confirmation of the Plan even if it is not accepted by all impaired Classes, as long as at least one impaired Class of Claims has accepted it (without counting the acceptances of insiders). These so-called "cramdown" provisions are set forth in section 1129(b) of the Bankruptcy Code. The Plan may be confirmed under the cramdown provisions if, in addition to satisfying the other requirements of section 1129 of the Bankruptcy Code, it (i) is "fair and equitable" and (ii) "does not discriminate unfairly" with respect to each Class of Claims or Interests that is impaired under, and has not accepted, such Plan. 1. Fair and Equitable Standard. With respect to a dissenting Class of unsecured creditors, the "fair and equitable" standard requires, among other things, that the Plan contain one of two elements. It must provide either that each unsecured creditor in the Class receive or retain property having a value, as of the Effective Date, equal to the Allowed amount of its Claim, or that no holder of Allowed Claims or Interests in any junior Class may receive or retain any property on account of such Claims or Interest. The strict requirements as to the allocation of full value to dissenting Classes before junior Classes can receive a distribution is known as the "absolute priority rule." In addition, the "fair and equitable" standard has also been interpreted to prohibit any class senior to a dissenting class from receiving under a plan more than one hundred percent (100%) of its Allowed Claims. 2. The Plan Must Not Discriminate Unfairly. As a further condition to approving a cramdown, the Bankruptcy Court must find that the Plan does not "discriminate unfairly" in its treatment of dissenting Classes. A Plan of Reorganization does not "discriminate unfairly" if (a) the Plan does not treat any dissenting impaired Class of Claims or Interests in a manner that is materially less favorable than the treatment afforded to another Class with similar legal Claims against or Interests in the Debtors and (b) no Class receives payments in excess of that which it is legally entitled to receive for its Claims or Interests. The Debtors believe that the Plan does not discriminate unfairly as to any impaired Class of Claims or Interests. If any impaired Class votes to reject the Plan, the Debtors intend to seek to confirm the Plan pursuant to the cramdown provisions, and, if the Court were to determine it to be necessary, modify the Plan in order to comply with such cramdown requirements. C. Voting Procedures and Requirements. 1. Voting Requirements - Generally. Pursuant to the Bankruptcy Code, only holders of Claims against or Interests in Debtors that are Allowed pursuant to Section 502 of the Bankruptcy Code and that are impaired under the terms and provisions of the Plan are entitled to vote to accept or reject that Plan. In these cases, the Interests in Debtors are impaired and are deemed to have rejected the Plan because they are receiving no distribution. Thus, holders of Interests are not entitled to vote. Pursuant to the Plan, the Beneficial Holders of Claims in Class 2 as of the Voting Record Date are entitled to vote to accept or reject the Plan. All creditors who filed proofs of claim in an amount different from the amount set forth in the Debtors' Schedules or whose Claim was not included in the Debtors' Schedules are treated as the holder of a Disputed Claim under the Plan. However, all creditors whose Claims are impaired under the Plan will be treated as holders of Allowed Claims for voting purposes only. A Claim recorded in the Schedules or in the Clerk's records as wholly unliquidated, contingent and/or undetermined shall be accorded one vote and valued at one dollar for purposes of section 1126(c) of the Bankruptcy Code, unless the holder of such Claim files with the Court and serves a request for temporary allowance of such Claim in a greater amount for voting purposes. If a Claim is recorded in the Schedules or in the Clerk's records as unliquidated, contingent and/or undetermined in part, the holder of the Claim shall be entitled to vote that portion of the claim that is liquidated, non-contingent and undisputed in the liquidated, non-contingent and undisputed amount, subject to any limitations set forth herein and unless otherwise ordered by the Court. The Debtors' agreement to allow such creditors to vote on the Plan shall not waive the Debtors' right to treat such Claims as Disputed Claims for all other purposes. Pursuant to the Bankruptcy Code a class of claims or interests is "impaired" if the legal, equitable, or contractual rights attaching to the claims or interests of that class are altered, other than by curing defaults and reinstating maturity. Classes of Claims and Interests that are not impaired are not entitled to vote on the Plan, are presumed to have accepted the Plan and will not receive a Ballot. As set forth above, the Claims in Class 1 are not impaired, and such Class of Claims is not entitled to vote on the plan and is presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. The Claims in Classes 2, 3 and 4 are impaired and are entitled to vote on the Plan. The Interests in Classes 5, 6 and 7 will not receive any distribution or retain any property under the Plan and are deemed to have rejected the Plan pursuant to Section 1129(g) of the Bankruptcy Code. The classification of Claims and Interests and their designation as impaired or not impaired is summarized above in Section V, (A) entitled "Classification and Treatment of Claims and Interests". 2. Solicitation Agent. Logan and Company, Inc. will act as the Solicitation Agent in connection with the solicitation. All deliveries, correspondence and questions should be directed to the Solicitation Agent at the following address or telephone number: 615 Washington Street, Hoboken, New Jersey 07030, Attn: Kathleen Logan, (201) 798-1031. The Solicitation Agent will provide holders with information regarding the solicitation, assist holders in obtaining copies of this Disclosure Statement, Ballots and Master Ballots and respond to questions with respect to any of the foregoing. 3. Voting Procedures. A Ballot for voting to accept or reject the Plan is enclosed with each copy of the Disclosure Statement. In most cases, the Ballot enclosed with this Disclosure Statement is printed with the amount of your Claim for voting purposes. Such amount is based either on your proof of claim, the Debtors' Schedules, or an order of the Court. All votes to accept or reject the Plan must be cast by using the Ballot enclosed with this Disclosure Statement. IF YOU HAVE A CLAIM THAT IS IMPAIRED UNDER THE PLAN ENTITLING YOU TO VOTE AND YOU DID NOT RECEIVE A BALLOT, RECEIVED A DAMAGED BALLOT, OR LOST YOUR BALLOT, PLEASE CONTACT LOGAN AND COMPANY, INC., THE SOLICITATION AGENT, AT 615 WASHINGTON STREET, HOBOKEN, NEW JERSEY 07030, ATTN: KATHLEEN LOGAN, (201) 798-1031. IF YOU HOLD CLAIMS IN MORE THAN ONE CLASS, YOU MAY RECEIVE MORE THAN ONE BALLOT. YOU SHOULD COMPLETE, SIGN AND RETURN EACH BALLOT YOU RECEIVE. Consistent with the provisions of Bankruptcy Rule 3018, the Court has fixed the close of business on August 7, 1998, as the record date for the determining the holders of Claims who are entitled to receive a copy of this Disclosure Statement and to vote to accept or reject the Plan (the "Ballot Record Date"). Entities that acquire Claims after the Ballot Record Date will not be entitled to vote on the Plan. Any person who is a "record holder" of a Senior Note (a person shown as the registered holder of a security in the registry maintained by the Indenture Trustee for the Senior Notes) on the Ballot Record Date -- including any bank, agent, broker or other nominee who holds Senior Notes in its name (the "Nominal Holder" or "Nominee") for a beneficial holder or holders -should receive Solicitation Packages for distribution to the appropriate beneficial holders. A Nominee shall, upon receipt of the Solicitation Packages, immediately forward the Solicitation Packages to the beneficial owners so that such beneficial security holders may vote on the Plan pursuant to 11 U.S.C. S 1126. The Debtors shall provide for reimbursement, as an administrative expense, of all the reasonable and customary expenses of Nominal Holders in distributing the Solicitation Packages to said beneficial security holders. Nominal Holders will have two options for obtaining the votes of beneficial owners of securities, consistent with usual customary practices for obtaining the votes of securities held in street name: (i) the Nominal Holder may prevalidate the individual ballot contained in the Solicitation Package (by indicating the record holders of the securities voted, and the appropriate account numbers through which the beneficial owner's holdings are derived) and then forward the Solicitation Package to the beneficial owner of the securities, which beneficial owner will then indicate its acceptance or rejection of the Plan and otherwise indicate his choices to the extent requested to do so on the ballot, and then return the individual ballot directly to the Solicitation Agent in the return envelope to be provided in the Solicitation Package, or (ii) the Nominal Holder may forward the Solicitation Package to the beneficial owner of the securities for voting along with a return envelope provided by and addressed to the Nominal Holder, with the beneficial owner then returning the individual ballot to the Nominal Holder, the Nominal Holder will subsequently summarize the votes, including, at a minimum, the number of beneficial holders voting to accept and to reject the Plan who submitted ballots to the Nominal Holder and the amount of such securities so voted, in an affidavit (the "Affidavit of Voting Results"), and then return the Affidavit of Voting Results to the Solicitation Agent. By submitting an Affidavit of Voting Results, each such Nominal Holder certifies that the Affidavit of Voting Results accurately reflects votes and choices reflected on the ballots received from beneficial owners holding such securities as of the Ballot Record Date. Pursuant to 28 U.S.C. SS 157 and 1334, 11 U.S.C. S 105, and Bankruptcy Rule 1007(i) and (j), the Nominee Holders shall maintain the individual ballots of its beneficial owners and evidence of authority to vote on behalf of such beneficial owners. No such ballots shall be destroyed or otherwise disposed of or made unavailable without such action first being approved by prior order of the Bankruptcy Court. Under the Bankruptcy Code, for purposes of determining whether the requisite acceptances have been received, only those holders that vote to accept or reject the Plan will be counted. Votes cannot be transmitted orally or by facsimile transmission. Accordingly, it is important that you return your signed and completed Ballot(s) promptly. Failure by any holder to send a duly executed Ballot with an original signature will be deemed an abstention by such holder with respect to a vote on the Plan and will not be counted as vote for or against the Plan. To accept Plan, the holder must check the box entitled "accept the Plan" on the appropriate Ballot. Any Ballot cast that does not indicate whether the holder of the Claim or Interest is voting to accept or reject the Plan will not be counted as either an acceptance or rejection of the Plan. A vote may be disregarded if the Bankruptcy Court determines, after and a hearing, that such acceptances or rejection was not solicited or procured in good faith or other in accordance with the provision of the Bankruptcy Code or if a Claim was voted in bad faith. 4. Voting Deadline. Voting on the Plan by each holder of a Claim in an Impaired Class is important. After carefully reviewing the Plan and this Disclosure Statement, please indicate your vote on each enclosed Ballot and return it in the pre-addressed envelope provided for this purpose. IN ORDER TO BE COUNTED, BALLOTS MUST BE SIGNED AND RETURNED SO THAT THEY ARE RECEIVED EITHER BY THE BALLOTING AGENT NO LATER THAN 4:00 P.M. DELAWARE TIME ON SEPTEMBER 9, 1998 (THE "VOTING DEADLINE"), OR (ii) IF YOU ARE NOT THE RECORD HOLDER, BY YOUR BROKER, BANK OR NOMINEE NO LATER THAN 4:00P.M. NEW YORK TIME ON AUGUST 7, 1998 (THE "BENEFICIAL OWNERS DEADLINE"). TO HAVE YOUR VOTE COUNT, YOU MUST COMPLETE, SIGN AND RETURN THE BALLOT TO: LOGAN AND COMPANY, INC. 615 Washington Street Hoboken, New Jersey 07030 PLEASE FOLLOW THE DIRECTIONS CONTAINED ON THE ENCLOSED BALLOT CAREFULLY. BALLOTS THAT ARE RECEIVED AFTER THE VOTING DEADLINE WILL NOT BE ACCEPTED OR USED BY THE DEBTORS IN SEEKING CONFIRMATION OF THE PLAN. IT IS OF THE UTMOST IMPORTANCE TO DEBTORS THAT YOU VOTE PROMPTLY TO ACCEPT THE PLAN. DATED: July 28, 1998 MORRIS, NICHOLS, ARSHT & TUNNELL /s/ William H. Sudell, Jr. --------------------------- William H. Sudell, Jr. (No. 463) Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 and CAMHY KARLINSKY & STEIN LLP David Neier 1740 Broadway, 16th Floor New York, New York 10019-4315 Attorneys for Debtors EXHIBIT "A" DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 EX-99.7 8 DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: Chapter 11 FRUEHAUF TRAILER CASE NO. 96-1563 (PJW) CORPORATION, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, F.G.R., INC., JACKSONVILLE SHIPYARDS, INC., FRUEHAUF INTERNATIONAL, Jointly Administered LIMITED, FRUEHAUF CORPORATION, THE MERCER CO., DEUTSCHE FRUEHAUF HOLDING CORPORATION, MJ HOLDINGS, INC., and E. L. DEVICES, INC., Debtors. --------------------------------------- DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 --------------------------------------- i TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Rules of Interpretation 2 ARTICLE 2 DESIGNATION OF CLAIMS AND INTERESTS 8 2.1 Summary 8 ARTICLE 3 TREATMENT OF UNCLASSIFIED CLAIMS 9 3.1 Administrative Claims 9 (a) General 9 (b) Payment of Statutory Fees 9 (c) Bar Date for Administrative Claims 9 (i) General Provisions 9 (ii) Professionals 9 (iii)Tax Claims 10 3.2 Treatment of Pre-Petition Tax Claims 10 ARTICLE 4 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS 11 4.1 Class 1 - Priority Claims 11 4.2 Class 2 - Secured Claims of Holders of Senior Notes 11 4.3 Class 3 - Secured Claims Other Than Claims of Holders of Senior Notes 11 4.4 Class 4 - General Unsecured Claims 12 4.5 Class 5 - Old Common Stock 12 4.6 Class 6 - Old Warrants 12 4.7 Class 7 - Securities Claims 12 ARTICLE 5 ACCEPTANCE OR REJECTION OF THE PLAN 13 5.1 Voting Classes 13 5.2 Presumed Acceptance of Plan 13 5.3 Presumed Rejection of Plan 13 ARTICLE 6 MEANS FOR EXECUTION AND IMPLEMENTATIONOF THE PLAN 13 6.1 Funding of the Distribution Fund 13 6.2 Transfer of Wabash Securities to Indenture Trustee 13 6.3 Change of Plan Sponsorship for the Management and Union Plans 13 6.4 Transfer of Hogan's Creek Property and Picketville Property 13 6.5 Foreclosure by Holders of Senior Notes 14 6.6 Transfer by Debtors of Assets to the Liquidating Trust 14 6.7 Ratification of Liquidating Trust Agreement 14 (a) Powers and Duties 14 (b) Compensation of Trustee 14 (c) Limitation of Liability 14 (d) Indemnity 14 (e) Right to Hire Professionals 14 (f) Right to Pursue all Causes of Action of the Debtors 14 (g) Treatment of Distribution Fund Surplus 15 (h) Limitation on the Trustee 15 (i) Distribution of Trust Certificates 15 (j) Tax Treatment of the Liquidating Trust 15 (k) Termination of Liquidating Trust 16 6.8 Dissolution of Corporate Entities 16 6.9 Cancellation of Old Securities 16 6.10 Registration Exemption for Debtors' Wabash Securities and Beneficial Interests in the Liquidating Trust 16 6.11 Corporate Action 16 6.12 Preservation of Rights of Action 16 6.13 Objections to Claims 16 6.14 Exemption from Stamp and Similar Taxes 17 ARTICLE 7 FUNDING AND METHODS OF DISTRIBUTION AND PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS 17 7.1 Funding of Distributions Under the Plan 17 7.2 Cash Distributions 17 7.3 Distribution Procedures 17 7.4 Distributions to Holders of Allowed Administrative Expense Claims, Pre-Petition Tax Claims and Class 1 Priority Claims 18 7.5 (a) Distributions to Holders of Allowed Class 2 Claims 18 (b) Certification of Claims by Indenture Trustee 18 (c) Surrender and Cancellation of Old Securities 18 (d) Ballot Record Date; Distributions to Holders of Senior Notes 19 7.6 Disputed Claims 19 7.7 Delivery of Distributions and Undeliverable or Unclaimed Distributions 19 (a) Delivery of Distributions in General 19 (b) Undeliverable Distributions 19 (i) Holding and Investment of Undeliverable Property 19 (ii) Distribution of Undeliverable Property After it Becomes Deliverable and Failure to Claim Undeliverable Property 20 7.8 Distributions on Account of Unsecured Class 4 Claims 20 7.9 De Minimis Distributions 20 7.10 Failure to Negotiate Checks 20 7.11 Compliance with Tax Requirements 20 7.12 Setoffs 20 7.13 Fractional Interests 21 ARTICLE 8 TREATMENT OF EXECUTORY CONTRACTSAND UNEXPIRED LEASES 21 8.1 Rejection of All Executory Contracts and Leases Not Assumed 21 8.2 Bar Date for Filing of Rejection Claims 21 ARTICLE 9 EFFECTS OF PLAN CONFIRMATION 21 9.1 Transfers to Liquidating Trust are Free and Clear of Claims Against Debtors 21 9.2 No Liability for Solicitation or Participation 21 9.3 Limitation of Liability 21 9.4 Other Documents and Actions 22 9.5 Post-Consummation Effect of Evidences of Claims or Interests 22 9.6 Term of Injunctions or Stays 22 ARTICLE 10 CONFIRMABILITY OF PLAN AND CRAMDOWN 23 ARTICLE 11 RETENTION OF JURISDICTION 23 ARTICLE 12 MISCELLANEOUS PROVISIONS 24 12.1 Fractional Dollars 24 12.2 Modification of Plan 24 12.3 Withdrawal of Plan 24 12.4 Governing Law 25 12.5 Time 25 12.6 Payment Dates 25 12.7 Headings 25 12.8 Successors and Assigns 25 12.9 Severability of Plan Provisions 25 12.10 No Admissions 25 12.11 Dissolution of Unsecured Creditors' Committee 25 12.12 Notices 26 1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: Chapter 11 FRUEHAUF TRAILER CASE NO. 96-1563 (PJW) CORPORATION, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, F.G.R., INC., JACKSONVILLE SHIPYARDS, INC., FRUEHAUF INTERNATIONAL, Jointly Administered LIMITED, FRUEHAUF CORPORATION, THE MERCER CO., DEUTSCHE FRUEHAUF HOLDING CORPORATION, MJ HOLDINGS, INC., and E. L. DEVICES, INC., Debtors. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998 Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. (collectively, the "Debtors"), as debtors and debtors-in-possession, propose this Amended Joint Plan of Reorganization dated July 28 , 1998 (the "Plan") pursuant to section 1121(a) of Title 11 of the United States Code for the resolution of the Debtors' outstanding creditor claims and equity interests. Reference is made to the Debtors' Disclosure Statement (the "Disclosure Statement") for a discussion of the Debtors' history, business, properties and results of operations, and for a summary of this Plan and certain related matters. All holders of Claims and Interests are encouraged to read the Plan and the Disclosure Statement in their entirety before voting to accept or reject this Plan. No materials, other than the Disclosure Statement and any exhibits and schedules attached thereto or referenced therein, have been approved by the Debtors for use in soliciting acceptances or rejections of this Plan. ARTICLE 1 DEFINITIONS Rules of Interpretation. As used herein, the following terms have the respective meanings specified below, and such meanings shall be equally applicable to both the singular and plural, and masculine and feminine, forms of the terms defined. The words "herein," "hereof," "hereto," "hereunder" and others of similar import, refer to the Plan as a whole and not to any particular section, subsection or clause contained in the Plan. Captions and headings to articles, sections and exhibits are inserted for convenience of reference only and are not intended to be part of or to affect the interpretation of the Plan. The rules of construction set forth in section 102 of the Bankruptcy Code shall apply. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Bankruptcy Code. In addition to such other terms as are defined in other sections of the Plan, the following capitalized terms have the following meanings when used in the Plan. 1.1 "Administrative Claim" means a Claim for costs and expenses of administration allowed under section 503(b) of the Bankruptcy Code and referred to in section 507(a)(1) of the Bankruptcy Code. 1.2 "Affiliate" means (a) an entity that directly or indirectly owns, controls or holds with power to vote, twenty percent or more of the outstanding voting securities of a Debtor, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote, or (b) a corporation twenty percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by a Debtor, or by an entity that directly or indirectly owns, controls or holds with power to vote, twenty percent or more of the outstanding voting securities of a Debtor, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote. 1.3 "Allowed Claim" means a Claim that is (1) not a Disputed Claim or (b) a Claim that has been allowed by a Final Order. 1.4 "Ballots" means the written Ballots for acceptance or rejection of the Plan. 1.5 "Ballot Record Date" means August 7, 1998. 1.6 "Ballot Return Date" means 4:00 p.m. Eastern Daylight Time on September 9, 1998, unless and to the extent such date is extended by the Debtors in accordance with the Disclosure Statement. 1.7 "Bankruptcy Code" or "Code" means Title 11 of the United States Code as now in effect or hereafter amended. 1.8 "Bankruptcy Court" means the United States Bankruptcy Court for the District of Delaware, which presides over this proceeding, or if necessary, the United States District Court for said District having original jurisdiction over this case. 1.9 "Bankruptcy Rules" means, collectively (a) the Federal Rules of Bankruptcy Procedure, and (b) the local rules of the Bankruptcy Court, as applicable from time to time in the Reorganization Case. 1.10 "Beneficial Interestholders" shall mean the holders of the Class A Beneficial Interests and the holders of the Class B Beneficial Interests. 1.11 "Bondholders' Committee" means the Unofficial Committee of Senior Secured Noteholders. 1.12 "Business Day" means any day, other than a Saturday, Sunday or "legal holiday" (as defined in Bankruptcy Rule 9006(a)). 1.13 "Cash" means cash, wire transfer, certified check, cash equivalents and other readily marketable securities or instruments, including, without limitation, readily marketable direct obligations of the United States of America, certificates of deposit issued by banks, and commercial paper of any Person, including interests accrued or earned thereon, or a check from the Liquidating Trust. 1.14 "Claim" means any right to payment from the Debtors arising before the Confirmation Date, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, contested, uncontested, legal, equitable, secured, or unsecured; or any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from the Debtors prior to the Confirmation Date, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, contested, uncontested, secured or unsecured. 1.15 "Class" means one of the classes of Claims or Interests defined in Article III hereof. 1.16 "Class A Beneficial Interest" means the respective rights and interests of the holders of Allowed Class 2 Claims and, if Class 4 accepts the Plan, the holders of Allowed Class 4 Claims in the Liquidating Trust, subject to the interest of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims in the Distribution Fund. 1.17 "Class B Beneficial Interest" means the respective rights and interests of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims in the Liquidating Trust's Distribution Fund. 1.18 "Company" means Fruehauf Trailer Corporation, a Delaware Corporation, and its Affiliates. 1.19 "Confirmation" means the entry of a Confirmation Order confirming this Plan at or after a hearing pursuant to section 1129 of the Bankruptcy Code. 1.20 "Confirmation Date" means the date the Confirmation Order is entered on the docket of the Bankruptcy Court. 1.21 "Confirmation Order" means the order entered by the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. 1.22 "Debtors" means Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. 1.23 "Disclosure Statement" means the Disclosure Statement filed by the Debtors as approved by the Bankruptcy Court for submission to the Creditors, Interest holders, and parties-in-interest of the Debtors, as it may have been amended or supplemented from time to time. 1.24 "Disputed Claim" means a Claim as to which a proof of claim has been Filed or deemed Filed under applicable law, as to which an objection has been or may be timely Filed and which objection, if timely Filed, has not been withdrawn on or before any date fixed for Filing such objections by the Plan or Order of the Bankruptcy Court and has not been overruled or denied by a Final Order. Prior to the time that an objection has been or may be timely Filed, for the purposes of this Plan, a Claim shall be considered a Disputed Claim to the extent that: (i) the amount of the Claim specified in the proof of claim exceeds the amount of any corresponding Claim listed by the Debtors in their respective Schedules to the extent of such excess; (ii) any corresponding Claim listed by the Debtors in their respective Schedules has been scheduled as disputed, contingent, or unliquidated, irrespective of the amount scheduled; or (iii) no corresponding Claim has been listed by the Debtors in their respective Schedules. Disputed Claims also includes Claims subject to a pending action for equitable subordination of such Claims. 1.25 "Distribution Fund" means the portion of the Debtors' Cash on the Effective Date which shall be transferred to the Liquidating Trust, on behalf of and for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims. The amount of Cash in the Distribution Fund shall equal the aggregate of (a) the allowed amount of all Administrative Claims, Pre-Petition Tax Claims and Priority Claims; and (b) the asserted amount or court-estimated amount of Disputed or undetermined (i) Administrative Expense Claims, (ii) Pre-Petition Tax Claims, and (iii) Priority Claims. With respect to Administrative Claims for compensation and reimbursement of expenses of professionals or other persons pursuant to sections 328, 330, 331 and 503(b) of the Bankruptcy Code, the amount of Cash to be deposited shall be the amount sought or the maximum amount estimated to be sought for such compensation and expenses. The Distribution Fund shall not include interest earned on the Distribution Fund after the Effective Date. 1.26 "Distribution Fund Surplus" shall be the amount of Cash, if any, remaining in the Distribution Fund after the payment of all Allowed Administrative Expense Claims, Allowed Priority Claims and Allowed Pre-petition Tax Claims. 1.27 "Distributions" means the properties or interests in property to be paid or distributed hereunder to the holders of Allowed Claims. 1.28 "Docket" means the docket in the Reorganization Case maintained by the Clerk. 1.29 "Effective Date" means the date selected by the Debtors which is between the first (1st) and forty fifth (45th) business days on which no stay of the Confirmation Order is and remains in effect. The Effective Date may be specified in the Confirmation Order or in a separate document filed with the Bankruptcy Court. If no designation is made, it shall be the first day of that period. 1.30 "Estates" means the estates created in the Reorganization Case under section 541 of the Bankruptcy Code. 1.31 "Executory Contract" means any unexpired lease and/or executory contract as set forth in section 365 of the Code. 1.32 "File" or "Filed" means filed with the Bankruptcy Court in the Reorganization Case. 1.33 "Final Order" means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the Docket in the Reorganization Case, which has not been reversed, stayed, modified or amended. 1.34 "Foreclosed Assets" means the Debtors' assets on which the Indenture Trustee shall be deemed to have foreclosed the liens of the holders of the Senior Notes pursuant to Section 6.5 of this Plan. The Foreclosed Assets shall include all assets of the Debtors, including, but not limited to, the stock of JSI Property Corp., Pension Corp. and Fruehauf de Mexico, and all rights to receive tax refunds, but excluding the Distribution Fund and the Wabash Securities. 1.35 "Hogan's Creek Property" means the 3.43 acres of real property located in Duval County, Florida, owned by Jacksonville Shipyards, Inc. 1.36 "Impaired" as to a Class means the Plan alters the legal, equitable or contractual rights of a Claim or Interest holder within the meaning of 11 U.S.C. S 1124. 1.37 "Indenture" means the Indenture, dated as of May 1, 1995 between Fruehauf Trailer Corporation and IBJ Schroder Bank & Trust Company, as Trustee, as amended, relating to the Senior Notes. 1.38 "Indenture Trustee" means IBJ Schroder Bank & Trust Company, as trustee under the Indenture. 1.39 "Interest" means the rights of the owners and/or holders of an outstanding share or shares of the Company's Class A Common Stock and Class B Common Stock with respect of such Interest as of the date immediately preceding the Petition Date. 1.40 "JSI Property Corp." means a newly-created Delaware corporation to which the Hogan's Creek Property and the Picketville Property shall be transferred by Jacksonville Shipyards, Inc. 1.41 "Liquidating Trust" or "Trust" means that certain trust substantially in the form of Exhibit "A" attached to the Plan. 1.42 "Liquidating Trust Account" means the segregated account created by the Liquidating Trustee for the initial deposit of all funds received by the Liquidating Trust. 1.43 "Liquidating Trust Proceeds" shall be the net proceeds of all assets held by the Liquidating Trust, excluding the Distribution Fund. 1.44 "Liquidating Trustee" or "Trustee" means Chriss Street or his successor selected in accordance with the Liquidating Trust Agreement, as trustee for the Liquidating Trust. 1.45 "Management Plan" means the Fruehauf Trailer Corporation Retirement Plan sponsored by Fruehauf Trailer Corporation. 1.46 "Old Common Stock" means the Common Stock of Fruehauf Trailer Corporation. 1.47 "Old Securities" means the Senior Notes, the Old Common Stock and the Old Warrants. 1.48 "Old Warrants" means the Company's common stock warrants issued May 3, 1995 and any other Company warrants outstanding on the Effective Date. 1.49 "Order" means an order or judgment of the Bankruptcy Court as entered on the Docket. 1.50 "Pension Corp." means a newly-created Delaware corporation which will be owned by Fruehauf Trailer Corporation, will become the sponsor of the Pension Plans and will be foreclosed by the holders of the Senior Notes and conveyed to the Liquidating Trust. 1.51 "Pension Plans" means the Management Plan and the Union Plan. 1.52 "Person" means any individual, corporation, general partnership, limited partnership, association, joint stock company, joint venture, estate, trust, indenture trustee, government or any political subdivision, governmental unit (as defined in the Bankruptcy Code), official committee appointed by the United States Trustee, unofficial committee of creditors or equity holders or other entity. 1.53 "Petition Date" means October 7, 1996, the date on which Debtors filed their voluntary Chapter 11 petitions. 1.54 "Picketville Property" means the 6.16 acre landfill located in Duval County, Florida, owned by Jacksonville Shipyards, Inc. 1.55 "Plan" means this Joint Plan of Reorganization in its present form, or as it may be amended, modified, and/or supplemented from time to time in accordance with the Bankruptcy Code, or by agreement of all affected parties, or by order of the Bankruptcy Court, as the case may be. 1.56 "Pre-Petition Tax Claim" means a Tax Claim that arises prior to the Petition Date. 1.57 "Priority Claim" means all Claims entitled to priority under 11 U.S.C. SS 507(a) of the Bankruptcy Code, other than an Administrative Claim or a Tax Claim. 1.58 "Pro Rata" means proportionately, based on the percentage of the distribution made on account of a particular Allowed Claim bears to the distributions made on account of all Allowed Claims of the Class in which the Allowed Claim is included. 1.59 "Rejection Claim" means a Claim resulting from the rejection of a lease or executory contract by a Debtor. 1.60 "Reorganization Case" means, collectively, the Debtors' cases under Chapter 11 of the Bankruptcy Code that were commenced on the Petition Date. 1.61 "Requisite Percentage of Class A Beneficial Interests" shall mean the percentage of Class A Beneficial Interests to which holders of Allowed Class 2 Claims are entitled to share Pro Rata, such percentage being 100% if Class 4 rejects the Plan and 94.5% if Class 4 accepts the Plan. 1.62 "Schedules" means the Schedules of Assets and Liabilities, Statement of Financial Affairs and Statement of Executory Contracts that may be filed by the Debtors with the Bankruptcy Court, as amended or supplemented on or before the Confirmation Date, listing the liabilities and assets of the Debtors. 1.63 "Secured Claim" means any Claim that is secured by a lien on property in which the Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder's interest in the Estates' interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code. 1.64 "Securities Claims" means (i) any Claim arising from rescission of a purchase or sale of Old Common Stock or for damages arising from the purchase or sale of Old Common Stock, or (ii) any Claim for indemnity, reimbursement, or contribution on account of any such Claim. 1.65 "Security Agreement" means the documentation under which a lien against property is reflected. 1.66 "Senior Notes" means the 14.75% Senior Secured Notes due 2002. 1.67 "Tax Claim" means either (a) an Unsecured Allowed Claim of a governmental entity as provided by section 507(a)(8) of the Code, or (b) an Allowed Claim of a governmental entity secured by a lien on property of the Debtors under applicable state law. 1.68 "Trust Certificates" means the written instruments evidencing the Class A Beneficial Interest in the Liquidating Trust of a holder of an Allowed Claim in Class 2, and, if Class 4 accepts the Plan, an Allowed Claim in Class 4. 1.69 "Union Plan" means the Pension Plan for Hourly Rated (Union) Employees of Jacksonville Shipyards, Inc. sponsored by Jacksonville Shipyards, Inc. 1.70 "Unsecured Claim" means any Claim that is not an Administrative Claim, Priority Claim, Pre-Petition Tax Claim or Secured Claim. 1.71 "Unsecured Creditors' Committee" means the Official Committee of Unsecured Creditors appointed in the Reorganization Case by the United States Trustee pursuant to section 1102 of the Bankruptcy Code, as constituted by the addition or removal of members from time to time. 1.72 "Wabash" means Wabash National Corporation. 1.73 "Wabash Securities" means the Wabash Common and Preferred Stock owned by Debtor on the Effective Date. 1.74 "Warrant Notes" means the Company's unsecured promissory notes in the approximate amount of $8.5 million due October 1998. ARTICLE 2 DESIGNATION OF CLAIMS AND INTERESTS This Plan substantively consolidates the Claims against the Debtors and their treatment. Substantive consolidation for Plan purposes is appropriate in this case because all of the Debtors' assets are encumbered by liens in favor of the holders of Senior Notes and without their agreement to the distributions provided by the Plan, unsecured creditors, including holders of Administrative and Priority Claims, would receive nothing on their Claims. This Plan shall serve as a request by the Debtors, in lieu of a separate motion, to the Bankruptcy Court, that it grant substantive consolidation of the Debtors' estates. Substantive consolidation will result in extinguishment of intercompany claims between the various Debtors' estates. 2.1 Summary. The following is a designation of the classes of Claims and Interests under this Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Tax Claims described in Article 3 of this Plan have not been classified and are excluded from the following classes. A Claim or Interest is classified in a particular class only to the extent that the Claim or Interest qualifies within the description of that class, and is classified in another class or classes to the extent that any remainder of the Claim or Interest qualifies within the description of such other class or classes. A Claim or Interest is classified in a particular class only to the extent that the Claim or Interest is an Allowed Claim or Allowed Interest in that class and has not been paid, released or otherwise satisfied before the Effective Date; a Claim or Interest which is not an Allowed Claim or Allowed Interest is not in any Class. Notwithstanding anything to the contrary contained in this Plan, no distribution shall be made on account of any Claim or Interest which is not an Allowed Claim or Allowed Interest. Class Status A. Secured Claims Class 2: Secured Claims of holders Impaired entitled to vote of Senior Notes Class 3: Secured Claims other than Impaired entitled to vote Senior Note Claims B. Unsecured Claims Class 1: Priority Claims Unimpaired - no right to vote Class 4: All Unsecured Claims Against Impaired entitled to vote the Debtors C. Interests Class 5: Old Common Stock Impaired - deemed to have rejected Class 6: Old Warrants Impaired - deemed to have rejected Class 7: Securities Claims Impaired - deemed to have rejected ARTICLE 3 TREATMENT OF UNCLASSIFIED CLAIMS 3.1 Administrative Claims (a) General. Subject to the bar date provisions herein, unless otherwise agreed to by the parties, each holder of an Allowed Administrative Claim shall receive Cash equal to the unpaid portion of such Allowed Administrative Claim or such other amount as agreed between the Debtors and the holder of such Claim on the later of (a) the Effective Date or as soon as practicable thereafter, (b) the date on which such Claim becomes an Allowed Administrative Claim and (c) such other date as is mutually agreed upon by the Debtors and the holder of such Claim. All holders of Allowed Administrative Claims shall have a beneficial interest in the Liquidating Trust's Distribution Fund, and the Distribution Fund shall be the sole source of payment of such Claims. (b) Payment of Statutory Fees. All fees payable pursuant to 28 U.S.C. S 1930 shall be paid in Cash equal to the amount of such Administrative Claim when due. (c) Bar Date for Administrative Claims. (i) General Provisions. Subject to the exceptions provided in sections 3.1(c)(ii) and (iii), by Order dated August 13, 1997, the Court established October 6, 1997 as the date by which certain holders of Administrative Claims arising prior to August 13, 1997 must have filed Administrative Proofs of Claim in lieu of requests for payment of Administrative Claims. Holders of Administrative Claims that have not filed such Proofs of Claim by the applicable Administrative Claim bar date shall be forever barred from asserting such Claims against the Debtors, the Liquidating Trust or any of the Debtors' property. (ii) Professionals. All professionals or other entities requesting compensation or reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered before the Effective Date (including, without limitation, any compensation requested by any professional or any other entity for making a substantial contribution in the Reorganization Case) shall File and serve on the Liquidating Trustee at 1111 Bayside Drive, Suite 100, Corona del Mar, California 92625-1755; Haynes and Boone, L.L.P. (Attn.: Robin Phelan), 901 Main Street, Dallas, Texas 75202-3789, as counsel to the Bondholders' Committee; Camhy Karlinsky & Stein LLP (Attn: David Neier), 1740 Broadway, New York, NY 10019; Morris, Nichols, Arsht & Tunnell (Attn: William H. Sudell, Jr.), 1201 North Market Street, Wilmington, Delaware 19801; and The Honorable Patricia A. Staiano, United States Trustee (Attn.: Daniel K. Astin), The Curtis Center, 601 Walnut Street, Suite 950W, Philadelphia, PA 19106; an application for final allowance of compensation and reimbursement of expenses no later than forty-five (45) days after the Effective Date. Objections to applications of professionals for compensation or reimbursement of expenses must be Filed and served on the Liquidating Trustee and the professionals to whose application the objections are addressed no later than seventy (70) days after the Effective Date. Any professional fees and reimbursements or expenses incurred by the Liquidating Trust subsequent to the Effective Date may be paid by the Liquidating Trust without application to the Bankruptcy Court. The Liquidating Trustee shall pay the reasonable fees and expenses of the professionals of the Bondholders' Committee incurred prior to the Effective Date and the fees and expenses of the Indenture Trustee incurred prior to the Effective Date as determined by the Court. (iii) Tax Claims. All requests for payment of Administrative Claims and other Claims by a governmental unit for taxes (and for interest and/or penalties related to such taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date ("Post-petition Tax Claims") and for which no bar date has otherwise been previously established, must be Filed on or before the later of (i) 45 days following the Effective Date; and (ii) 90 days following the filing with the applicable governmental unit of the tax return for such taxes for such tax year or period. Any holder of any Post-petition Tax Claim that is required to File a request for payment of such taxes and does not File such a Claim by the applicable bar date shall be forever barred from asserting any such Post-petition Tax Claim against any of the Debtors, the Liquidating Trust or their respective properties, whether any such Post-petition Tax Claim is deemed to arise prior to, on, or subsequent to the Effective Date. To the extent that the holder of a Tax Claim holds a lien to secure its Claim under applicable state or federal law that survives the deemed foreclosure by the holders of the Senior Notes, the surviving lien shall attach to the Distribution Fund and remain in effect until the Tax Claim has been paid in full. To the extent that a Tax Claim is a Disputed Claim, any lien securing such Disputed Claim under applicable state or federal law shall attach to the Distribution Fund for such Disputed Claim. Upon disallowance of a Disputed Tax Claim or allowance and payment of such claim, such lien shall be released. Failure by the Liquidating Trustee to make a payment on an Allowed Tax Claim pursuant to the terms of the Plan shall be an event of default. If the Liquidating Trustee fails to cure an event of default as to an Allowed Tax Claim within twenty (20) days after service of written notice of default from the holder of such Allowed Tax Claim, then the holder of such Allowed Tax Claim may enforce the entire amount of its Claim, plus interest as provided under this Plan, against the Liquidating Trust in accordance with applicable state or federal law remedies. At the option of the Liquidating Trustee and as an alternative to the treatment provided above, the Liquidating Trustee may surrender the property securing the post-petition Tax Claim and allow the holder to foreclose upon the property. Surrendering the property will satisfy the Tax Claim in full. 3.2 Treatment of Pre-Petition Tax Claims. Each holder of an Allowed Pre-Petition Tax Claim shall have a beneficial interest in the Liquidating Trust's Distribution Fund and be paid in Cash from the Distribution Fund on the latest of: (i) the first practicable date after the Effective Date, (ii) 30 calendar days after the date on which an Order allowing such Claim becomes a Final Order, (iii) the last day the taxes may be paid under applicable law without incurring penalties or interest, and (iv) such other time or times as may be agreed by the holder of such Claim and the Trustee. To the extent that the holder of a Tax Claim holds a lien to secure its Claim under applicable state law following the deemed foreclosure by the holders of the Senior Notes, the surviving lien shall attach to the Distribution Fund and remain in effect until such Allowed Pre-petition Tax Claim has been paid. To the extent that a Tax Claim is a Disputed Claim, any lien securing such Disputed Claim under applicable state law shall either remain in effect or attach to the Distribution Fund reserve for such Disputed Claim. Upon disallowance of a Disputed Tax Claim or allowance and payment of such claim, such lien shall be released. Subject to the limitations of 11 U.S.C. S 506(b), Allowed Pre-Petition Tax Claims that are secured by liens under applicable state or federal law shall accrue interest, but not penalties, at the rates provided under applicable state or federal law up to the Effective Date, and thereafter, to the extent the liens have survived the deemed foreclosure by the holders of the Senior Notes, shall accrue interest at the rate of 7% per annum. Failure by the Liquidating Trustee to make a payment on an Allowed Tax Claim pursuant to the terms of the Plan shall be an event of default. If the Liquidating Trust fails to cure an event of default as to an Allowed Tax Claim within twenty (20) days after service of written notice of default from the holder of such Allowed Tax Claim, then the holder of such Allowed Tax Claim may enforce the entire amount of its Claim, plus interest as provided under this Plan, against the Liquidating Trust in accordance with applicable state or federal law remedies. At the option of the Liquidating Trustee and as an alternative to the treatment provided above, the Liquidating Trustee may abandon the property securing the Pre-petition Tax Claim and allow the holder to foreclose upon the property. Abandoning the property will satisfy the Tax Claim in full. ARTICLE 4 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS 4.1 Class 1 - Priority Claims. (a) Classification: Class 1 consists of all non-tax Priority Claims. (b) Treatment: Class 1 is unimpaired and, accordingly, the members of Class 1 are not entitled to vote on the Plan. Unless otherwise agreed to by the parties, each holder of an Allowed Claim in Class 1 will receive a beneficial interest in the Liquidating Trust's Distribution Fund and will be paid the Allowed amount of such Claim in full in Cash by the Liquidating Trust from the Distribution Fund on or before the later of (a) the first practicable date after the Effective Date, (b) the date such Claim becomes an Allowed Claim, and (c) such other date as is mutually agreed upon by the Debtor and the holder of such Claim. 4.2 Class 2 - Secured Claims of Holders of Senior Notes (a) Classification: Class 2 consists of the Allowed Secured Claims of the holders of the Senior Notes. (b) Treatment: Class 2 is impaired and, accordingly, members of Class 2 are entitled to vote on the Plan. Each holder of an Allowed Claim in Class 2 will receive (1) its Pro Rata share of the Wabash Securities free and clear of liens, claims and interests and, (2), either (a) its Pro Rata share of 100% of the Class A Beneficial Interests in the Liquidating Trust, or (b) if Class 4 accepts the Plan, its Pro Rata share of 94.5% of the Class A Beneficial Interests in the Liquidating Trust. 4.3 Class 3 - Secured Claims Other Than Claims of Holders of Senior Notes. (a) Classification: Class 3 consists of all Allowed Secured Claims other than the Claims of holders of Senior Notes. (b) Treatment: Class 3 is impaired, and the holders of Allowed Claims in such Class are entitled to vote on the Plan. At the Debtors' option, on the Effective Date (a) the Plan may leave unaltered the legal, equitable, and contractual rights of the holder of an Allowed Secured Claim, or (b) the Debtors may assume and assign the contract or agreement governing an Allowed Secured Claim pursuant to section 365(b) of the Bankruptcy Code, or (c) the Debtors may pay an Allowed Secured Claim in such manner as may be agreed to between the Debtors and the holder of such Claim, or (d) the Debtors may (i) pay an Allowed Secured Claim in full, in cash, or (ii) the Debtors may surrender to the holder of an Allowed Secured Claim the property securing such Claim, in all of such events, the value of such holder's interest in such property shall be determined (A) by agreement of the Debtors or the Liquidating Trustee and the holder of such Allowed Secured Claim or (B) if they do not agree, by the Bankruptcy Court. 4.4 Class 4 - General Unsecured Claims (a) Classification: Class 4 consists of all Allowed Unsecured Claims against any of the Debtors, including trade Claims, Claims arising out of the Warrant Notes, the Rejection Claims, any indemnification Claims, and any products liability or personal injury Claims. (b) Treatment: If Class 4 accepts the Plan (i.e., of those holders of Allowed Claims in Class 4 that vote on the Plan, the holders of at least two-thirds (2/3) in amount and more than one-half (1/2) in number of Allowed Claims in Class 4 vote in favor of the Plan), each holder of an Allowed Class 4 Claim will receive its Pro Rata share of 5.5% of the Class A Beneficial Interests in the Liquidating Trust. If Class 4 rejects the Plan, the holders of Allowed Claims will receive no distribution under the Plan. 4.5 Class 5 - Old Common Stock. (a) Classification: Class 5 consists of all Interests in Old Common Stock. (b) Treatment: Holders of Interests in Class 5 will receive no distribution under the Plan and the Old Common Stock will be canceled. 4.6 Class 6 - Old Warrants (a) Classification: Class 6 consists of all Interests of holders of Old Warrants. (b) Treatment: Holders of Old Warrants will receive no distribution under the Plan and all Old Warrants shall be canceled. 4.7 Class 7 - Securities Claims (a) Classification: Class 7 consists of Securities Claims (if any exist). (b) Treatment: Any Allowed Securities Claims shall be treated respectively with the same priorities as the Old Common Stock and the Old Warrants pursuant to section 510(b) of the Bankruptcy Code, and the holders of such Allowed Securities Claims shall receive no distribution under the Plan. ARTICLE 5 ACCEPTANCE OR REJECTION OF THE PLAN 5.1 Voting Classes. The holders of Claims in Classes 2, 3 and 4 are impaired and shall be entitled to vote to accept or reject the Plan. 5.2 Presumed Acceptance of Plan. Class 1 is unimpaired under the Plan, and therefore, is conclusively presumed to accept the Plan. 5.3 Presumed Rejection of Plan. The holders of Interests in Classes 5, 6 and 7 are not being solicited to accept or reject the Plan and will be deemed to have rejected the Plan. ARTICLE 6 MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN 6.1 Funding of the Distribution Fund. On the Effective Date, the Debtors shall first fund the Distribution Fund which shall be transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims. 6.2 Transfer of Wabash Securities to Indenture Trustee. On the Effective Date, the Debtors shall then transfer the Wabash Securities to the Indenture Trustee for distribution to the holders of the Senior Notes in accordance with the terms of this Plan. 6.3 Change of Plan Sponsorship for the Management and Union Plans. Prior to or on the Effective Date, the Debtors shall transfer sponsorship of the current Management Plan and Union Plan to Pension Corp. The current sponsors are Fruehauf Trailer Corporation for the Management Plan and Jacksonville Shipyards, Inc. for the Union Plan. The Board of Directors of the respective sponsors shall approve the change in sponsorship. The administrative provisions of the Management Plan and Union Plan allow for a change in plan sponsorship. The appropriate notices and governmental filings to comply with federal law shall be provided in a timely manner to the appropriate parties. Once the change in sponsorship has been completed, Pension Corp. may elect to merge the Management Plan and Union Plan to form a single plan. 6.4 Transfer of Hogan's Creek Property and Picketville Property. On the Effective Date, Jacksonville Shipyards, Inc. shall next transfer the Hogan's Creek Property and Picketville Property to JSI Property Corp. 6.5 Foreclosure by Holders of Senior Notes. On the Effective Date, the Indenture Trustee will be deemed to have foreclosed the liens of the holders of the Senior Notes on the Foreclosed Assets and to have transferred the Foreclosed Assets to the Liquidating Trust. The Foreclosed Assets shall be transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Class A Beneficial Interests in the Liquidating Trust. 6.6 Transfer by Debtors of Assets to the Liquidating Trust. On the Effective Date, the Debtors shall convey all of their remaining assets to the Liquidating Trust free and clear of all liens, claims and encumbrances on behalf of and for the benefit of the creditors who will receive a beneficial interest in the Liquidating Trust. 6.7 Ratification of Liquidating Trust Agreement. On the Effective Date, each holder of each Claim will be deemed to have ratified and become bound by the terms of the Liquidating Trust Agreement. The Liquidating Trustee is empowered to execute the Liquidating Trust Agreement on behalf of each holder of a Claim. (a) Powers and Duties. The Liquidating Trustee shall have the powers, duties and obligations specified in this Plan and the Liquidating Trust Agreement. (b) Compensation of Liquidating Trustee. The Liquidating Trustee shall be entitled to receive from the Trust Estate compensation for his services as Liquidating Trustee substantially in accordance with the description at section IV.F.7.b. of the Disclosure Statement which compensation shall be approved by the Court at the Confirmation Hearing. The Liquidating Trustee shall also be reimbursed by the Trust Estate for all reasonable out-of-pocket expenses incurred by the Liquidating Trustee in the performance of his duties. (c) Limitation of Liability. The Liquidating Trustee shall use reasonable discretion in exercising each of the powers herein granted. No Liquidating Trustee or any attorney, agent, or servant of the Liquidating Trustee shall be personally liable in any case whatsoever arising in connection with the performance of obligations under this Plan, whether for their acts or their failure to act unless they shall have been guilty of willful fraud or gross negligence. The Liquidating Trustee may consult with attorneys, accountants, and agents, and the opinions of the same shall be full protection and justification to the Liquidating Trustee and his employees for anything done or admitted or omitted or suffered to be done in accordance with said opinions. The Liquidating Trustee shall not be required to give any bond for the faithful performance of his duties hereunder. (d) Indemnity. The Liquidating Trustee and his employees and agents will be indemnified by the Liquidating Trust against claims arising from the good faith performance of duties under the Bankruptcy Code or this Plan. (e) Right to Hire Professionals. The Liquidating Trustee shall have the right to reasonably utilize the services of attorneys or any other professionals which, in the discretion of the Liquidating Trustee, are necessary to perform the duties of the Liquidating Trustee. Reasonable fees and expenses incurred by the attorneys, accountants or other agents of the Liquidating Trustee shall be paid by the Liquidating Trust. (f) Right to Pursue all Causes of Action of the Debtors. After the transfers contemplated by Sections 6.5 and 6.6 of this Plan, the Liquidating Trust shall own all causes of action, including preference claims previously owned by the Debtors, and shall be authorized to pursue any causes of action for the benefit of the Liquidating Trust and the holders of the Class A Beneficial Interests. (g) Treatment of Distribution Fund Surplus. After the payment of the Allowed Administrative Expense Claims, Priority Claims and Pre-petition Tax Claims of the Class B Beneficial Interestholders, any remaining funds in the Distribution Fund shall be available for distribution to the holders of the Class A Beneficial Interests in the Liquidating Trust. (h) Limitation on the Liquidating Trustee. Two holders of Senior Notes will serve as the Trust Advisory Committee. Either Bankruptcy Court approval or unanimity among the Trust Advisory Committee members and Liquidating Trustee is required before the Liquidating Trustee can: (1) borrow money in excess of $500,000 or grant liens on any part of the Trust Estate in excess of $500,000; (2) sell assets of the Trust Estate with a value in excess of $500,000; (3) modify the Plan; (4) initiate and prosecute litigation, including but not limited to claim objections with expected fees and costs in excess of $250,000; (5) dispose of or settle any claim or litigation with a potential value to the Liquidating Trust in excess of $500,000; and (6) forego making the annual distribution to Certificate Holders required by Section 6.2 of the Liquidating Trust. If unanimity does not exist regarding the proposed action and Bankruptcy Court approval is requested, the Liquidating Trust shall pay the attorneys fees incurred by the objecting Committee member, up to $25,000 per member during the term of the Liquidating Trust. The Liquidating Trust Agreement may be modified only with the written approval of the Class A Beneficial Interestholders holding over 50% of the Class A Beneficial Interests. (i) Distribution of Trust Certificates. The Liquidating Trust shall distribute Trust Certificates to the holders of the Class A Beneficial Interests in the Liquidating Trust which shall reflect each holder's proportional interest in the Liquidating Trust, subject to the interest of the holders of Class B Beneficial Interests in the Distribution Fund. However, after consultation with the Official Committee for Unsecured Creditors and the Securities and Exchange Commission, the Debtors may seek to have the Trust Certificates issued in two classes to Class A Beneficial Interestholders, Class A(1) for Class 2 Creditors and Class A(2) for Class 4 Creditors, if it is possible to avoid the requirement to register the Liquidating Trust under Section 12(g) of the Exchange Act. (j) Tax Treatment of the Liquidating Trust. It is intended that the Liquidating Trust will be treated as a "liquidating trust" within the meaning of Treasury Regulations Section 301.7701-4(d). Accordingly, for federal income tax purposes, the transfer and assignment of the Debtors' assets shall be treated as a deemed transfer and assignment of such assets to the holders of Claims followed by a deemed transfer and assignment by such holders to the Liquidating Trust. The Liquidating Trust shall provide the holders of Claims with a valuation of the assets transferred to the Liquidating Trust and such valuation shall be used consistently for all federal income tax purposes. All items of income, deduction, credit or loss of the Liquidating Trust shall be allocated for federal, state and local income tax purposes among the holders of Claims as set forth in the Liquidating Trust agreement; provided, however, that to the extent that any item of income cannot be allocated in the taxable year in which it arises, the Liquidating Trust shall pay the federal, state and local taxes attributable to such income (net of related deductions) and the amount of such taxes shall be treated as having been received by, and paid on behalf of, the holders of Claims receiving such allocations when such allocations are ultimately made. (k) Termination of Liquidating Trust. The duties, powers and responsibilities of the Liquidating Trustee shall terminate upon the liquidation and distribution to Beneficial Interestholders of all proceeds in the Liquidating Trust estate in accordance with this Plan. 6.8 Dissolution of Corporate Entities. Following the creation of the Distribution Fund, the transfer of the Wabash Securities to the Indenture Trustee, the deemed foreclosure of the Foreclosed Assets by the Indenture Trustee, and the transfer of any remaining assets to the Liquidating Trust on behalf of and for the benefit of the Beneficial Interestholders, the Debtors shall be dissolved or liquidated. 6.9 Cancellation of Old Securities. On the Effective Date, all Old Securities shall be terminated and canceled, and the indentures or statements of resolution governing such Old Securities shall be rendered void. Notwithstanding the foregoing, such termination will not impair the rights and duties under any indenture as between the Indenture Trustee and the beneficiaries of the trust created thereby (the holders of the Senior Notes) including, but not limited to, the rights of the Indenture Trustee to receive payment of its fees and expenses, to the extent not paid by the Company, from amounts distributable to holders of Senior Notes. 6.10 Registration Exemption for Debtors' Wabash Securities and Beneficial Interests in the Liquidating Trust. The Confirmation Order shall provide that (a) the distribution of the Wabash Securities to holders of Allowed Class 2 Claims, (b) the transfer to the Liquidating Trust of the stock of Pension Corp. and JSI Property Corp., and (c) the issuance and transfer pursuant to the Plan of the beneficial interests in the Liquidating Trust and the Trust Certificates and any resale of such property shall be exempt from any and all federal, state and local laws requiring the registration of such security, to the fullest extent provided by section 1145 of the Bankruptcy Code. 6.11 Corporate Action. Upon entry of the Confirmation Order, the dissolutions contemplated by Section 6.8 shall be deemed authorized and approved in all respects and on the Effective Date, such corporate dissolutions shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to applicable state laws without any requirement of further action by the stockholders or directors of the Debtors. On the Effective Date, the Indenture Trustee and the Liquidating Trustee shall be authorized and directed to take all necessary and appropriate actions to effectuate the transactions contemplated by the Plan and Disclosure Statement. 6.12 Preservation of Rights of Action. Except as otherwise provided in the Plan, or in any contract, instrument, release, or other agreement entered into in connection with the Plan in accordance with section 1123(b) of the Bankruptcy Code, the Liquidating Trust, as ultimate successor to the Debtors, shall retain and may enforce any claims, rights and causes of action that the Debtors or the Estates may hold against any entity, including, without limitation, any claims, rights or causes of action arising under sections 544 through 551 or other sections of the Bankruptcy Code or any similar provisions of state law, or any other statute or legal theory. The Liquidating Trust or any successor to or designee thereof may pursue those rights of action, as appropriate, in accordance with what is in the best interests of the Liquidating Trust and those holding interests in the Liquidating Trust. 6.13 Objections to Claims. Except as otherwise provided for with respect to applications of professionals for compensation and reimbursement of expenses under Article 3, or as otherwise ordered by the Bankruptcy Court after notice and a hearing, objections to Claims, including Administrative Claims, shall be Filed and served upon the holder of such Claim or Administrative Claim not later than the later of (a) one hundred twenty (120) days after the Effective Date, and (b) one hundred twenty (120) days after a proof of claim or request for payment of such Administrative Claim is Filed, unless this period is extended by the Court. Such extension may occur ex parte. After the Effective Date, the Liquidating Trust shall have the exclusive right to object to Claims. 6.14 Treatment of Identical Claims Asserted by Single Creditor Against Multiple Debtors. Because all of the Debtors' assets are fully encumbered by liens securing the Senior Notes, absent the agreement of the Senior Noteholders, holders of Allowed Administrative, Priority, Pre-Petition Tax and Unsecured Claims would receive no distribution under the Plan. The Senior Noteholders have agreed to the distribution of the Distribution Fund to holders of Allowed Administrative and Priority Claims and the distribution of 5.5% of the Class A Beneficial Interests in the Liquidating Trust to holders of Allowed Unsecured Claims if Class 4 accepts the Plan. That agreement is conditioned upon the Claims against the Debtors being consolidated so that a single creditor who has a right of recovery against more than one Debtor for the same Claim will be limited to one Allowed Claim in the Allowed amount owed to the creditor. Attached as Exhibit "B" to the Plan is a schedule of creditors that filed multiple claims for the same liability. The maximum amount of the Allowed Claim of any of these creditors shall be the amount indicated as the "Surviving Claim." The Liquidating Trust reserves the right to object to the Surviving Claim. 6.15 Exemption from Stamp and Similar Taxes. The issuance and transfer of the Wabash Securities, the issuance and distribution of the Pension Corp. and JSI Property Corp. Stock, and the transfer and ultimate sale of the Foreclosed Assets as provided in this Plan shall not be taxed under any law imposing a stamp tax or similar tax in accordance with 11 U.S.C. S 1146(c). ARTICLE 7 FUNDING AND METHODS OF DISTRIBUTION AND PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS 7.1 Funding of Distributions Under the Plan. The Debtors have liquidated 800,000 shares of the Wabash Common Stock. A portion of the sale proceeds was used to pay the Debtors' obligations to Bank of America as Debtor-In-Possession lender. From the remaining proceeds and other cash on hand, the Debtors will fund the Distribution Fund. The Debtors may seek one or more orders of the Bankruptcy Court estimating or limiting the amount of property to be deposited in the Distribution Fund. The Distribution Fund shall be the sole source of funds for the payment of Allowed Administrative Claims, Pre-petition Tax Claims and Priority Claims. 7.2 Cash Distributions. All Cash distributions made pursuant to the Plan shall be made by the Liquidating Trustee from the Liquidating Trust estate. Any such payments may be made either by check or wire transfer, at the option of the payor. 7.3 Distribution Procedures. Except as otherwise provided in the Plan, all distributions of Cash and other property shall be made by the Liquidating Trustee on the later of the Effective Date or the date on which such Claim is Allowed, or as soon thereafter as practicable. Distributions required to be made on a particular date shall be deemed to have been made on such date if actually made on such date or as soon thereafter as practicable. No payments or other distributions of property shall be made on account of any Claim or portion thereof unless and until such Claim or portion thereof is Allowed. 7.4 Distributions to Holders of Allowed Administrative Expense Claims, Pre-Petition Tax Claims and Class 1 Priority Claims. Commencing on the Effective Date, the Liquidating Trustee shall, in accordance with Article 3 of the Plan, distribute to each holder of a then unpaid Allowed Administrative Expense Claim, Allowed Pre-Petition Tax Claim, or Allowed Priority Claim Cash in the Allowed amount of such holder's Claim. The Distribution Fund shall be distributed to the holders of Disputed Administrative Expense Claims, Pre-Petition Tax Claims and other Priority Claims pursuant to Article 3 of the Plan if and to the extent that the balance, if any, of such Claims is Allowed by Final Order. The Liquidating Trust must hold the Distribution Fund in a segregated account for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims until all Disputed Claims that are alleged to be Administrative, Pre-Petition Tax or Priority Claims have been Allowed or disallowed. 7.5 (a) Distributions to Holders of Allowed Class 2 Claims. The Debtors shall deliver all of the Wabash Securities and Trust Certificates representing the Requisite Percentage of Class A Beneficial Interests to the Indenture Trustee. The Indenture Trustee shall make the Pro Rata distribution required by Section 4.2 of the Plan to the holders of the Senior Notes. The Liquidating Trust shall pay all reasonable fees and expenses of the Indenture Trustee in acting as distribution agent as and when such fees and expenses become due without further order of the Bankruptcy Court. (b) Certification of Claims by Indenture Trustee. The Indenture Trustee shall certify to the Liquidating Trustee a list of the registered holders of the Senior Notes as of the Ballot Record Date, designating the name, address, taxpayer identification number (if known), certificate number, and the amount of unpaid principal and accrued interest owed to each holder on their respective securities. (c) Surrender and Cancellation of Old Securities. As a condition to receiving the Wabash Securities and Trust Certificates distributable under the Plan, the holders of Senior Notes shall surrender their Senior Notes to the Indenture Trustee for the holders of Senior Notes. When a holder surrenders its Senior Notes to the Indenture Trustee, the Indenture Trustee shall hold the instrument in "book entry only" until such instruments are canceled. Any holder of Senior Notes whose instrument has been lost, stolen, mutilated or destroyed shall, in lieu of surrendering such instrument, deliver to the Indenture Trustee: (a) evidence satisfactory to the Indenture Trustee of the loss, theft, mutilation or destruction of such instrument, and (b) such security or indemnity that may be reasonably required by the Indenture Trustee to hold the Indenture Trustee harmless with respect to any such representation of the holder. Upon compliance with the preceding sentence, such holder shall, for all purposes under the Plan, be deemed to have surrendered such instrument. Any holder of a Senior Note which has not surrendered or been deemed to have surrendered its Senior Notes prior to the time that the Indenture Trustee distributes the Wabash Securities and Trust Certificates or the Liquidating Trustee makes a distribution to holders of Trust Certificates may have its distribution reduced by any taxes that the Indenture Trustee or Liquidating Trustee has paid on account of such distribution. Any holder of a Senior Note which has not surrendered or been deemed to have surrendered its Senior Notes within two years after the Effective Date, shall have its Claim as a holder of Senior Notes disallowed, shall receive no distribution on account of its Claim as a holder of Senior Notes, and shall be forever barred from asserting any Claim on account of its Senior Notes. Any Wabash Securities and Trust Certificates held for distribution by the Indenture Trustee on account of such disallowed claims of holders of Senior Notes shall be distributed Pro Rata to the remaining holders of Allowed Class 2 claims if the value of such Wabash Securities and Trust Certificates appears, in the sole discretion of the Indenture Trustee, to have a value justifying the cost of such distribution. In all other cases, the Indenture Trustee shall deliver such Wabash Securities and Trust Certificates to the Liquidating Trust. As of the Effective Date, all Senior Notes shall represent only the right to participate in the distributions provided in the Plan on account of such Senior Notes. (d) Ballot Record Date; Distributions to Holders of Senior Notes. The Indenture Trustee shall distribute all distributions of property to be made by the Indenture Trustee pursuant to the Plan to the record holders of Senior Notes, as of the Ballot Record Date, unless, at least five (5) Business Days prior to a distribution, the holder of any such Claim furnishes (or causes its transferee to furnish) the Indenture Trustee, or its agent, with sufficient evidence (in the Indenture Trustee's or its agent's sole and absolute discretion) of the transfer of such Claim, in which event the Indenture Trustee shall distribute, or cause to be distributed, all such distributions of property to such transferee. Following the conveyance of the Foreclosed Assets and Debtors' Assets to the Liquidating Trust, all distributions to the holders of Senior Notes shall be made by the Liquidating Trustee. 7.6 Disputed Claims. Notwithstanding any other provisions of the Plan, no payments or distributions shall be made on account of any Disputed Claim until such Claim becomes an Allowed Claim, and then only to the extent that it becomes an Allowed Claim. 7.7 Delivery of Distributions and Undeliverable or Unclaimed Distributions. (a) Delivery of Distributions in General. Except as provided below in section 7.7(b)(ii) for holders of undeliverable distributions, distributions to holders of Allowed Claims shall be distributed by mail as follows: (a) except in the case of the holders of Senior Notes, (1) at the addresses set forth on the respective proofs of claim filed by such holders; (2) at the addresses set forth in any written notices of address changes delivered to the Debtors or the Liquidating Trustee after the date of any related proof of claim; or (3) at the address reflected on the Schedule of Assets and Liabilities Filed by the Debtors if no proof of claim or proof of interest is Filed and the Debtors have not received a written notice of a change of address; and (b) in the case of the holder of Senior Notes (1) to the latest mailing address maintained of record by the Indenture Trustee on the Ballot Record Date; or (2) at the addresses set forth in any written notices of address change delivered to the Indenture Trustee or the Liquidating Trustee at least five (5) business days prior to the applicable distribution. (b) Undeliverable Distributions. (i) Holding and Investment of Undeliverable Property. If the distribution to the holder of any Claim is returned to the Liquidating Trust or the Indenture Trustee as undeliverable, no further distribution shall be made to such holder unless and until the Liquidating Trust and, in the case of a Class 2 creditor, the Indenture Trustee is notified in writing of such holder's then current address. Subject to Section 7.7(b)(ii), undeliverable distributions shall remain in the possession of the Liquidating Trust or the Indenture Trustee, as the case may be, pursuant to this section until such times as a distribution becomes deliverable. Unclaimed Cash shall be held in trust in a segregated bank account in the name of the Liquidating Trust, for the benefit of the potential claimants of such funds, and shall be accounted for separately. Undeliverable securities shall be held in trust for the benefit of the potential claimants of such securities by the Liquidating Trust or, in the case of a holder of an Allowed Class 2 Claim, by the Indenture Trustee, in a number of shares sufficient to provide for the unclaimed amounts of such securities, and shall be accounted for separately. (ii) Distribution of Undeliverable Property After it Becomes Deliverable and Failure to Claim Undeliverable Property. Any holder of an Allowed Claim who does not assert a claim for an undeliverable distribution held by the Liquidating Trust or the Indenture Trustee, as the case may be, within two (2) years after the Effective Date shall no longer have any claim to or interest in such undeliverable distribution, and shall be forever barred from receiving any distributions under this Plan. In such cases, any cash or securities held for distribution on account of such Claims shall become property of the Liquidating Trust. 7.8 Distributions on Account of Unsecured Class 4 Claims. If Class 4 accepts the Plan, Trust Certificates representing 5.5% of the Class A Beneficial Interests in the Liquidating Trust shall be distributed, Pro Rata, to holders of Allowed Claims in Class 4. The Liquidating Trust shall not be required to make distributions of Trust Certificates to holders of Allowed Claims in Class 4 until the Liquidating Trust has resolved its objections to Disputed Claims in Class 4, a process which shall be completed no later than the first anniversary of the Effective Date. Any distributions of Cash to which the holders of Trust Certificates become entitled during this claims resolution period shall be distributed to the holders of Allowed Claims in Class 4, Pro Rata, with any accrued interest thereon at the time the Trust Certificates are distributed; provided, however, that such distribution shall be reduced by any taxes paid by the Liquidating Trust on account of interest or other income earned thereon. 7.9 De Minimis Distributions. No Cash payment of less than twenty dollars ($20.00) to holders of Allowed Claims shall be made to any holder on account of an Allowed Claim unless a request therefor is made in writing to the Liquidating Trust. 7.10 Failure to Negotiate Checks. Checks issued in respect of distributions to holders of Allowed Administrative Claims and Allowed Priority Claims (including Allowed Pre-Petition Tax Claims) under the Plan shall be null and void if not negotiated within 60 days after the date of issuance. Any amounts returned to the Liquidating Trust in respect of such checks shall be held in the Distribution Fund by the Liquidating Trust. Requests for reissuance of any such check may be made directly to the Liquidating Trust by the holder of the Allowed Claim with respect to which such check originally was issued. Any claim in respect of such voided check is required to be made within six months of the original issuance date of the check. Thereafter, all amounts represented by any voided check shall become unrestricted funds of the Liquidating Trust. All Claims in respect of void checks and the underlying distributions shall be discharged and forever barred from an assertion against the Liquidating Trust and its property. 7.11 Compliance with Tax Requirements. In connection with the Plan, to the extent applicable, the Liquidating Trust shall comply with all withholding and reporting requirements imposed on it by any governmental unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. 7.12 Setoffs. Unless otherwise provided in a Final Order or in this Plan, the Liquidating Trust may, but shall not be required to, set off against any Claim and the payments to be made pursuant to the Plan in respect of such Claim, any claims of any nature whatsoever the Debtors may have against the holder thereof or its predecessor, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by any Debtor or the Liquidating Trust of any such Claims the Debtors or the Liquidating Trust may have against such holder or its predecessor. 7.13 Fractional Interests. The calculation of the percentage distribution of Wabash Securities or Trust Certificates to be made to holders of certain Allowed Claims as provided elsewhere in this Plan may mathematically entitle the holder of such an Allowed Claim to a fractional interest in such Stock or Trust Certificate. The number of shares of Wabash Securities or Trust Certificates to be received by a holder of an Allowed Claim shall be rounded to the next lower whole number of shares. The total number of shares of Wabash Securities or Trust Certificates to be distributed to a class of Claims shall be adjusted as necessary to account for the rounding provided for in this section. Any fractional shares of stock that are rounded down and not issued to holders of Senior Notes shall be contributed to the Liquidating Trust. ARTICLE 8 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 8.1 Rejection of All Executory Contracts and Leases Not Assumed. The Plan constitutes and incorporates a motion by the Debtors to reject, as of the Effective Date, all pre-petition executory contracts and unexpired leases to which the Debtors are a party, except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to a Final Order, or (ii) is the subject of a pending motion for authority to assume the contract or lease Filed by the Debtors prior to the Confirmation Date. 8.2 Bar Date for Filing of Rejection Claims. Any Claim for damages arising from the rejection under this Plan of an executory contract or unexpired lease that was not subject to an earlier bar date must be Filed within thirty (30) days after the mailing of notice of Confirmation or be forever barred and unenforceable against the Debtors, the Estates, any of their affiliates and their properties and barred from receiving any distribution under this Plan. ARTICLE 9 EFFECTS OF PLAN CONFIRMATION 9.1 Transfers to Liquidating Trust are Free and Clear of Claims Against Debtors. As a result of the foreclosure and sale of the Debtors' assets contemplated by Articles 6.5 and 6.6 of this Plan, the assets transferred to the Liquidating Trust on behalf of and for the benefit of the holders of Allowed Claims shall be held by the Liquidating Trust free and clear of all liens, claims or interests in such property that arose before the Confirmation Date. 9.2 No Liability for Solicitation or Participation. As specified in section 1125(e) of the Bankruptcy Code, Persons that solicit acceptances or rejections of the Plan and/or that participate in the offer, issuance, sale, or purchase of securities offered or sold under the Plan, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, are not liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer, issuance, sale, or purchase of securities. 9.3 Limitation of Liability. None of the Unsecured Creditors' Committee and its members and the professional Persons employed by the Unsecured Creditors' Committee; the Indenture Trustee and any professional Persons retained by it; the Bondholders' Committee and its members and professional Persons employed by the Bondholders' Committee; The Authorized Representative of Retirees and its professional Persons; the Liquidating Trust and any professional Persons retained by it; the Liquidating Trustee; Morris, Nichols, Arsht & Tunnell; Camhy Karlinsky & Stein; Price Waterhouse; Haynes and Boone, L.L.P.; Alvarez & Marsal, Inc.; and Oppenheimer & Co., Inc.; any of their affiliates nor any of their officers, directors, partners, associates, employees, members or agents (collectively the "Exculpated Persons"), shall have or incur any liability to any Person for any act taken or omission made in good faith in connection with or related to the Bankruptcy Cases or actions taken therein, including negotiating, formulating, implementing, confirming or consummating the Plan, the Disclosure Statement, or any contract, instrument, or other agreement or document created in connection with the Plan. The Exculpated Persons shall have no liability to any Creditors or Equity Security Holders for actions taken under the Plan, in connection therewith or with respect thereto in good faith, including, without limitation, failure to obtain Confirmation of the Plan or to satisfy any condition or conditions, or refusal to waive any condition or conditions, precedent to Confirmation or to the occurrence of the Effective Date. Further, the Exculpated Persons will not have or incur any liability to any holder of a Claim, holder of an Interest, or party-in-interest herein or any other Person for any act or omission in connection with or arising out of their administration of the Plan or the property to be distributed under the Plan, except for gross negligence or willful misconduct as finally determined by the Bankruptcy Court, and in all respects such persons will be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. 9.4 Other Documents and Actions. The Debtors, the Debtors-In-Possession, the Indenture Trustee and Liquidating Trustee may execute such documents and take such other action as is necessary to effectuate the transactions provided for in the Plan. 9.5 Post-Consummation Effect of Evidences of Claims or Interests. Senior Notes, Old Common Stock certificates, Old Warrants and other evidences of Claims against or Interests in the Debtors shall, effective upon the Effective Date, represent only the right to participate in the distributions contemplated by the Plan. Holders of Old Common Stock, Old Warrants, and Securities Claims will receive no distribution. 9.6 Term of Injunctions or Stays. Unless otherwise provided, all injunctions or stays provided for in the Reorganization Case pursuant to sections 105 or 362 of the Bankruptcy Code or otherwise and in effect on the Confirmation Date shall remain in full force and effect until the Effective Date. 9.7 Reorganization Incentive Payments to Officers. The officers will receive the following bonuses on the Effective Date of the Plan: Chriss W. Street $350,000 Worth W. Frederick $100,000 James Wong $50,000 Courtney Watson $50,000 These bonuses reward the officers for the significant results they achieved in liquidating the Debtors' assets and the substantial work performed before becoming employees of the Debtors as well as after assuming these positions. The Debtors do not intend to seek Court approval of these bonuses by separate motion. These bonuses will be paid pursuant to this Section 9.7 of the Plan, and the Debtors will request that approval of the bonuses be included in the order approving the Plan. ARTICLE 10 CONFIRM ABILITY OF PLAN AND CRAMDOWN The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code if any impaired class does not accept the Plan pursuant to section 1126 of the Bankruptcy Code. In that event, the Debtor reserves the right to modify the Plan to the extent, if any, that Confirmation of the Plan under section 1129(b) of the Bankruptcy Code requires modification. ARTICLE 11 RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Reorganization Case after the Effective Date as is legally permissible, including, without limitation, jurisdiction to: 1. Allow, disallow, determine, liquidate, classify or establish the priority or secured or unsecured status of or estimate any Claim or Interest, including, without limitation, the resolution of any request for payment of any Administrative Claim or Indenture Trustee expenses and the resolution of any and all objections to the allowance or priority of Claims or Interests; 2. Grant or deny any and all applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; 3. Resolve any motions pending on the Effective Date to assume, assume and assign or reject any executory contract or unexpired lease to which the Debtors are parties or with respect to which the Debtors may be liable and to hear, determine and, if necessary, liquidate, any and all Claims arising therefrom; 4. Ensure that distributions to holders of Allowed Claims and Allowed Interests are accomplished pursuant to the provisions of the Plan; 5. Decide or resolve any and all applications, motions, adversary proceedings, contested or litigated matters and any other matters or grant or deny any applications involving the Debtors that may be pending on the Effective Date; 6. Enter such Orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan or the Disclosure Statement; 7. Resolve any and all controversies, suits or issues that may arise in connection with the consummation, interpretation or enforcement of the Plan or any entity's obligations incurred in connection with the Plan, including the provisions of Article 9 hereof; 8. Modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code, or to modify the Disclosure Statement or any contract, instrument, release, or other agreement or document created in connection with the Plan or the Disclosure Statement; or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court Order, the Plan, the Disclosure Statement or any contract, instrument, release, or other agreement or document created in connection with the Plan or the Disclosure Statement, in such manner as may be necessary or appropriate to consummate the Plan, to the extent authorized by the Bankruptcy Code; 9. Issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation or enforcement of the Plan; 10. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated; 11. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, or other agreement or document created in connection with the Plan or the Disclosure Statement; and 12. Enter an order concluding the Reorganization Case. If the Bankruptcy Court abstains from exercising jurisdiction or is otherwise without jurisdiction over any matter arising out of the Reorganization Case, including, without limitation, the matters set forth in this Article, this Article shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter. ARTICLE 12 MISCELLANEOUS PROVISIONS 12.1 Fractional Dollars. Any other provision of the Plan notwithstanding, no payments of fractions of dollars will be made to any holder of an Allowed Claim. Whenever any payment of a fraction of a dollar to any holder of an Allowed Claim would otherwise be called for, the actual payment made will reflect a rounding of such fraction to the nearest whole dollar (up or down). 12.2 Modification of Plan. The Debtors reserve the right, in accordance with the Bankruptcy Code, to amend or modify the Plan prior to the entry of the Confirmation Order. After the entry of the Confirmation Order, the Debtors and, after the liquidation of the Debtors, the Liquidating Trustee may, upon order of the Bankruptcy Court, amend or modify the Plan in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan. 12.3 Withdrawal of Plan. The Debtors reserve the right, at any time prior to entry of the Confirmation Order, to revoke or withdraw the Plan. If the Debtors revoke or withdraw the Plan under this section 12.3 or if the Effective Date does not occur, then the Plan shall be deemed null and void. In that event, nothing contained in the Plan shall be deemed to constitute a waiver or release of any Claims by or against the Debtors or any other person, or to prejudice in any manner the rights of the Debtors or any other person in any further proceedings involving the Debtors. 12.4 Governing Law. Except to the extent the Bankruptcy Code, the Bankruptcy Rules or the Delaware General Corporation Law are applicable, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. 12.5 Time. In computing any period of time prescribed or allowed by this Plan, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is not a Business Day or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the clerk's office inaccessible, in which event the period runs until the end of the next day which is not one of the aforementioned days. When the period of time prescribed or allowed is less than eight days, intermediate days that are not Business Days shall be excluded in the computation. 12.6 Payment Dates. Whenever any payment to be made under the Plan is due on a day other than a Business Day, such payment will instead be made, without interest, on the next Business Day. 12.7 Headings. The headings used in this Plan are inserted for convenience only and neither constitute a portion of the Plan nor in any manner affect the provisions of the Plan. 12.8 Successors and Assigns. The rights, benefits and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such entity. 12.9 Severability of Plan Provisions. If prior to Confirmation any term or provision of the Plan, which does not govern the treatment of Claims or Interests or the conditions of the Effective Date, is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 12.10 No Admissions. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by the Debtors with respect to any matter set forth herein, including, without limitation, liability on any Claim or the propriety of any Claims classification. 12.11 Dissolution of Unsecured Creditors' Committee. The Unsecured Creditors' Committee will be dissolved on the day after the Effective Date, and the members thereof shall be released and discharged of and from further authority, duties, responsibilities, liabilities and objections related to and arising from the Reorganization Case. 12.12 Notices. Notices to be provided under this Plan shall be transmitted as follows: LIQUIDATING TRUSTEE Chriss Street, Liquidating Trustee Chriss Street & Company 1111 Bayside Drive, Suite 100 Corona del Mar, CA 92625-1755 with a copy to: MORRIS, NICHOLS, ARSHT & TUNNELL William H. Sudell, Jr. (No. 463) Robert J. Dehney (No. 3578) 1201 North Market Street, P.O. Box 1347 Wilmington, Delaware 19899-1347 CAMHY KARLINSKY & STEIN LLP David Neier 1740 Broadway, 16th Floor New York, New York 10019-4315 HAYNES AND BOONE, L.L.P. Robin E. Phelan 901 Main Street, Suite 3100 Dallas, TX 75201 with a copy to: John D. Penn Haynes and Boone L.L.P. 201 Main Street, Suite 2200 Fort Worth, TX 76102-3126 United States Trustee Attn: Daniel K. Astin, Esq. The Curtis Center 601 Walnut Street, Suite 950W Philadelphia, PA 19106 Dated: July 28, 1998 MORRIS, NICHOLS, ARSHT & TUNNELL /s/ William H. Sudell, Jr. ----------------------------- William H. Sudell, Jr. (No. 463) Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 (302) 658-9200 and CAMHY KARLINSKY & STEIN LLP David Neier (DN 5391) 1740 Broadway, 16th Floor New York, New York 10019-4315 Attorneys for Debtors EXHIBIT "A" TO THE PLAN EXHIBIT "B" TO THE PLAN LIQUIDATING TRUST AGREEMENT DATED JULY 28, 1998 EX-99.8 9 LIQUIDATING TRUST AGREEMENT DATED JULY 28, 1998 1 Draft 7-28-98 This draft assumes that Class 4 accepts the plan and that there are two classes of beneficiaries. LIQUIDATING TRUST AGREEMENT THIS LIQUIDATING TRUST AGREEMENT ("Agreement") dated as of __________, 1998, by and between Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. ("Fruehauf" and/or "Debtors"), whose address is 1111 Bayside Drive, Suite 100, Corona del Mar, California 92625-1755, IBJ Schroder Bank & Trust Company, the Indenture Trustee for Fruehauf's 14.75% Secured Senior Notes due 2002 (the "Indenture Trustee"), for the sole purpose of conveying the Foreclosed Assets to the Liquidating Trust for and on behalf of the holders of Allowed Class 2 [and Class 4 Claims], and Chriss W. Street ("Trustee"), whose address is 1111 Bayside Drive, Suite 100, Corona del Mar, California 92625-1755. A G R E E M E N T S: NOW, THEREFORE, in consideration of the premises and the mutual agreements of the parties hereinafter contained, and in order fully to set forth certain obligations of the parties hereto, as contemplated by the Plan, the parties hereto agree as follows: 1. Definitions: 1.1 Defined Terms. All terms used herein which are defined in the Plan shall have the same meaning herein unless otherwise defined herein or the context otherwise requires. 1.2 Additional Defined Terms. As used herein, the following terms shall have the meanings set out below, unless the context otherwise requires: (a) "Beneficial Interest" or "Beneficial Interests" shall mean the respective rights and interests of each of the Class A or Class B Beneficial Interestholders in and to the Liquidating Trust and the Trust Estate. (b) "Beneficial Interestholder" shall mean the holder of a Beneficial Interest. (c) "Beneficial Interestholders" shall mean the Class A Beneficial Interestholders and the Class B Beneficial Interestholders. (d) "Class A Beneficial Interestholder" shall mean an individual or entity holding an Allowed Class 2 Claim or an Allowed Class 4 Claim and their successors and assigns. (e) "Class B Beneficial Interestholder" shall mean an individual or entity holding an Allowed Administrative Claim, an Allowed Pre-Petition Tax Claim or an Allowed Priority Claim and its successors and assigns. (f) "Distribution Fund" shall mean the portion of the Debtors' Cash on the Effective Date which shall be transferred to the Liquidating Trust, on behalf of and for the benefit of the holders of Allowed Administrative, Priority and Pre-Petition Tax Claims. The amount of Cash in the Distribution Fund shall equal the aggregate of (a) the allowed amount of all Administrative Claims, Pre-Petition Tax Claims and Priority Claims; and (b) the asserted amount or court-estimated amount of Disputed or undetermined (i) Administrative Expense Claims, (ii) Pre-Petition Tax Claims, and (iii) Priority Claims. With respect to Administrative Claims for compensation and reimbursement of expenses of professionals or other persons pursuant to sections 328, 330, 331 and 503(b) of the Bankruptcy Code, the amount of Cash to be deposited shall be the amount sought or the maximum amount estimated to be sought for such compensation and expenses. The Distribution Fund shall not include interest earned on the Distribution Fund after the Effective Date. (g) "Indebtedness" shall mean, with respect to each Beneficial Interestholder, the outstanding amount of his Allowed Claim, giving rise to a beneficial interest in the Liquidating Trust and Trust Estate. (h) "Initial Term" shall have the meaning set out in Section 9.1 hereof. (i) "Register" shall have the meaning set out in Section 3.3 hereof. (j) "Remaining Assets" shall mean the assets of the Liquidating Trust, including only that portion of the Distribution Fund remaining after payment of Allowed Administrative, Priority and Pre-Petition Tax Claims. (k) "Renewal Period" shall have the meaning set out in Section 9.1 hereof. (l) "Liquidating Trust" shall have the meaning set out in Section 2.1 hereof. (m) "Trust Advisory Committee" shall be two designated representatives of the holders of the Senior Notes and their successors, if any. The initial members of the Trust Advisory Committee shall be selected by the Unofficial Committee of Senior Note Holders. If a Trust Advisory Committee member resigns, no longer owns or controls Trust Certificates or is no longer able to carry out the duties as a member, the Bankruptcy Court (upon motion by either a Trust Certificate Holder or the Trustee) shall appoint a replacement member. Any such replacement member must own one or more Trust Certificates. (n) "Trust Certificates" shall mean the certificates issued by the Liquidating Trust to the Beneficial Interestholders to reflect all of the Class A Beneficial Interests in the Liquidating Trust. (o) "Trust Estate" shall mean all of the property held from time to time by the Trustee pursuant to this Agreement. 2. Authority of and Certain Directions to Trustee: Declaration of Liquidating Trust. 2.1 Creation of the Liquidating Trust. The Debtor, on behalf of the Beneficial Interestholders who are entitled to receive assets pursuant to the Plan, hereby creates the Fruehauf Liquidating Trust (the "Liquidating Trust") for the benefit of its Beneficial Interestholders. The Trustee may, but shall not be required to, transact the business and affairs of the Liquidating Trust in that name. 2.2 Property of the Liquidating Trust. Upon execution hereof, the Debtor and the Indenture Trustee, on behalf of the Beneficial Interestholders, shall grant, convey, transfer and assign to the Liquidating Trust the property described on Exhibit "A" attached hereto and made a part hereof. Legal title to the Trust Estate shall be held either in the name of the Liquidating Trust, or in the name of the Trustee on behalf of the Liquidating Trust, as the Trustee may from time to time determine. The Trustee shall hold such property in Liquidating Trust to be administered and disposed of by him pursuant to the terms of the Plan and this Agreement. 2.3 Purpose of Liquidating Trust. This Liquidating Trust is organized for the sole purpose of conserving and liquidating the Trust Estate for the benefit of the Beneficial Interestholders as herein set out, with no objective to engage in the conduct of a trade or business (although companies whose stock is owned by the Liquidating Trust may operate a business). Pursuant to this express purpose, the Trustee is hereby authorized and directed to take all reasonable and necessary actions to conserve and protect the Trust Estate and to sell, lease, or otherwise dispose of the Trust Estate, and to distribute the net proceeds of such disposition, as hereinafter set out, in as prompt, efficient and orderly a fashion as possible in accordance with the provisions of Section Six hereof and the Plan. 3. Beneficial Interests. 3.1 Class A Beneficial Interests. 3.1.1 Beneficial Interests of Holders of Allowed Class 2 Claims. Each Class A Beneficial Interestholder that is the holder of an Allowed Class 2 Claim shall have a Beneficial Interest in a pro rata distribution (based upon the amount of its Class 2 Claim) of 94.5% of the Remaining Assets and the Trust Certificates evidencing such Beneficial Interest. The Liquidating Trust shall deliver all of the Trust Certificates for holders of Allowed Class 2 Claims to the Indenture Trustee on the Effective Date. 3.1.2 Beneficial Interests of Holders of Allowed Class 4 Claims. Each Class A Beneficial Interestholder that is the holder of an Allowed Class 4 Claim shall have a Beneficial Interest in a pro rata distribution (based upon the amount of its Class 4 Claim) of 5.5% of the Remaining Assets and the Trust Certificates evidencing such Beneficial Interest. The Trust Certificates representing the Beneficial Interests of holders of Allowed Class 4 Claims shall be distributed to such holders after all Disputed Class 4 Claims have been resolved as provided in the Plan. 3.2 Class B Beneficial Interests. Each Class B Beneficial Interestholder shall be deemed to have a Beneficial Interest in the Liquidating Trust's interest in the Distribution Fund to the extent of the amount of such Beneficial Interestholder's Allowed Administrative, Priority or Pre-Petition Tax Claims. 3.3 Transfer and Exchange. The Trustee shall cause to be kept, at his offices, or at such other place or places as shall be designated by him from time to time, a register ("Register") to register the ownership and the transfer of ownership of Trust Certificates, subject to the provisions of Section 3.3 hereof. The Trustee may require such documentation of the transfer of Trust Certificates as he deems advisable in his discretion. For good cause shown, Class A Beneficial Interestholders and their duly authorized representatives shall have the right, upon reasonable prior written notice to the Trustee, and in accordance with reasonable regulations prescribed by the Trustee and at the expense of such Class A Beneficial Interestholder, to inspect and make copies of the Register. 3.4 Absolute Owners. The Trustee may deem and treat each Beneficial Interestholder reflected as the owner of a Beneficial Interest on the Register as the absolute owner thereof for the purpose of receiving the distributions and payments on account thereof and for all other purposes whatsoever, and until any transfer of ownership is recorded in the Register, the Trustee shall not be charged with having received notice of any claim or demand of any other person to such Beneficial Interest or the rights, titles, and interests therein. All notices of a change of ownership of Trust Certificates shall be forwarded to the Trustee by registered or certified mail as set out in Section 10.3. 3.5 Place of Payment. The amounts payable to the Beneficial Interestholders pursuant to Section Six hereof as of the record date determined by the Trustee will be payable either by mailing a check payable to such Beneficial Interestholder at the address set forth in the Schedules or the address set forth on the Proof of Claim filed by such Beneficial Interestholder or at such address as such Beneficial Interestholder shall have specified by written notice to the Trustee. 4. Delivery and Acceptance of Trust Estate. 4.1 Conveyance by Debtors and Indenture Trustee. The Debtors and the Indenture Trustee are executing and delivering to the Trustee conveyance instruments of the property described on Exhibit "A" attached hereto, as contemplated in the Plan and the Confirmation Order. At any time and from time to time after the date hereof, at the Trustee's request and without further consideration, the Debtors and the Indenture Trustee shall execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and will cooperate and take such other actions as the Trustee may reasonably deem necessary or desirable to more effectively transfer, convey, and assign the property described on Exhibit "A" to the Liquidating Trust. The Debtors and (subject to Section 6.9 of the Plan) the Indenture Trustee shall have no further interest in the Trust Assets subsequent to their conveyance to the Liquidating Trust. 4.2 Acceptance of Conveyance. The Trustee is hereby directed to, and the Trustee agrees that he will: (a) accept delivery from the Debtors and the Indenture Trustee, on behalf of and for the benefit of the Beneficial Interestholders, of the property described on Exhibit "A" on behalf of the Liquidating Trust; (b) accept from the Debtors and the Indenture Trustee, on behalf of and for the benefit of the Beneficial Interestholders, all conveyance instruments required to be delivered by the Debtors or the Indenture Trustee to the Trustee with respect to the property described on Exhibit "A" pursuant to or in connection with the Plan, the Order, and this Agreement; and (c) take such other action as may be required of the Trustee or the Liquidating Trust hereunder, including the receipt and acceptance as part of the property transferred into the Liquidating Trust of any property or rights, including, without limitation, notes and other negotiable instruments which the Trustee may receive in connection with or in consideration of the property transferred into the Liquidating Trust. 5. Administration of Trust Estate. 5.1 Liquidating Trust Expenses. Upon execution hereof, and continuing for so long as the Liquidating Trust remains in existence, the Trustee may reserve such amounts as the Trustee deems advisable for the payment of all expenses, debts, charges, liabilities, and obligations with respect to the Trust Estate, including all taxes of the Liquidating Trust as determined by the Trustee in the Trustee's sole and absolute discretion. Upon expiration of this Agreement, any remaining cash in the Liquidating Trust after the payment of all expenses, debts, charges, liabilities, and obligations intended to be paid therefrom, shall be distributed to the Class A Beneficial Interestholders as provided in the Plan and in Section Six. 5.2 Powers of Trustee. Subject to the provisions of Section Two and of Section 5.5 hereof, in administering the Liquidating Trust, the Trustee shall have the following powers to be exercised in his discretion in the administration of the Liquidating Trust: (i) to receive the Trust Estate; (ii) to conserve, manage, sell, operate, lease, or otherwise dispose of the Trust Estate for such price and upon such terms and conditions as the Trustee may deem appropriate and to execute such deeds, bills of sale, assignments and other instruments in connection therewith; (iii) to determine and collect payments to and other income of the Liquidating Trust; (iv) to collect the proceeds of the sale of property out of the Trust Estate; (v) to collect, receive, compromise and settle notes and other claims and receivables of the Liquidating Trust; (vi) to assert, prosecute, litigate, compromise and settle claims and causes of action included within the Trust Estate; (vii) to discharge, compromise and settle any unascertained, unliquidated or contingent debts, liabilities or obligations of the Liquidating Trust, including objecting to claims filed in the Bankruptcy Case; (viii) to distribute the net income and proceeds of the Trust Estate conveyed or transferred, and any balance remaining in the Distribution Fund, to the Beneficial Interestholders in accordance with the Plan as provided herein; (ix) to bring suit on behalf of or defend any suit against the Liquidating Trust or the Trustee on behalf of the Liquidating Trust; (x) to retain such legal counsel, public accountants and other experts as the Trustee may deem advisable in connection with the administration of the Liquidating Trust or the exercise of his other powers set out herein; (xi) to object to the Claim of any Beneficial Interestholder under the Plan, and to compromise and settle objections with respect to such Claims, (xii) to open bank accounts on behalf of and in the name of the Liquidating Trust; (xiii) to pay all taxes (without objections), to make all tax withholdings, and to file tax returns and tax information returns and make tax elections by and on behalf of the Liquidating Trust; (xiv) to pay all lawful expenses, debts, charges and liabilities of the Liquidating Trust, including, without limitation, the reasonable expenses of the Indenture Trustee; and (xv) to exercise such other powers and duties as necessary or appropriate, in the discretion of the Trustee to accomplish the purposes of the Liquidating Trust as set out herein. 5.3 Additional Powers of Trustee. Subject to the express limitations contained herein, the Trustee shall have, and may exercise with respect to the Trust Estate, or any part thereof, and in the administration and distribution of the Trust Estate, all powers now or hereafter conferred on trustees by the Texas Trust Code. The powers conferred by this Section in no way limit any power conferred on the Trustee by any other Section hereof but shall be in addition thereto; provided, always, that the powers conferred by this Section are conferred and may be exercised only and solely within the limitations and for the limited purposes imposed and expressed in Section Two hereof. 5.4 Limitations on Trustee; Investments. 5.4.1 Actions Requiring Approval of Trust Advisory Committee. The Liquidating Trustee must obtain prior approval of the Trust Advisory Committee to: (a) borrow money in excess of $500,000 or grant liens on any part of the Trust Estate in excess of $500,000; (b) sell assets of the Trust Estate with a value in excess of $500,000; (c) modify the Plan; (d) initiate and prosecute litigation, including but not limited to claim objections with expected fees and costs in excess of $250,000; (e) dispose of or settle any claim or litigation with a potential value to the Liquidating Trust in excess of $500,000; and (f) forego or defer the annual distribution to Certificate Holders required by Section 6.2 hereof. Approval will have been deemed to have been given ten (10) days after the Trustee makes a written proposal to the Trust Advisory Committee, unless a member of the Trust Advisory Committee delivers a written objection to the Trustee. 5.4.2 Court Approval. In the event there is not unanimous agreement by the Trust Advisory Committee members and a dispute exists between the members of the Trust Advisory Committee with respect to any actions described in 5.4.1 proposed by the Liquidating Trustee, and the dispute cannot be resolved by agreement, the Liquidating Trustee shall seek Bankruptcy Court approval of the proposed course of action. All objections to the proposed course of action shall be preserved and may be presented to the Bankruptcy Court for resolution. In this event, the Liquidating Trustee shall pay the professional fees and expenses incurred by the objecting Committee member, up to but not exceeding the maximum amount of $25,000 per Committee member during the term of the Liquidating Trust. 5.4.3 Actions Requiring Approval of Class A Beneficial Interestholders. The Trustee may not modify the terms of this Liquidating Trust Agreement unless the Liquidating Trustee secures the written approval of such modification from Class A Beneficial Interestholders holding over 50% of the Class A Beneficial Interests. 5.4.4 No Trade or Business. The Trustee shall carry out the purposes of the Liquidating Trust and the directions contained herein and shall not at any time enter into or engage in any trade or business, including, without limitation, the purchase of any asset or property (other than such assets or property as are necessary to preserve, conserve, and protect the Trust Estate and to carry out the purposes of Section Two, Section Seven, and this Section Five) on behalf of the Trust Estate or the Beneficial Interestholders. 5.4.5 Investments. Other than funds maintained in operating accounts in an amount deemed appropriate by the Liquidating Trust to pay the current costs, expenses and obligations of the Liquidating Trust, the Trustee shall invest any monies held at any time as a part of the Trust Estate, including without limitation, the Distribution Fund and any other reserve or escrow established pursuant to the terms of this Agreement or the Plan, only in interest-bearing deposits, certificates of deposit, or repurchase obligations of any federally insured banking institution with a combined capital and surplus of at least $50,000,000, or short term investments and obligations of, and unconditionally guaranteed as to payment by, the United States of America and its agencies or instrumentalities, pending the need to make disbursements thereof in payment of costs, expenses, and liabilities of the Liquidating Trust or to make a distribution to the Beneficial Interestholders. The Trustee shall be restricted to the collection and holding of such monies and to the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Trust Estate in accordance with the provisions hereof. 5.5 Transferee Liabilities. Except to the extent set out in the Plan and in the Conveyance Instruments of the Trust Estate from the Debtors and the Indenture Trustee to the Liquidating Trust, the Liquidating Trust shall have no liability for, and the Trust Estate shall not be subject to, any Claim arising by, through, or under the Debtors. In no event shall the Trustee have any personal liability for such Claims. If any liability shall be asserted against the Liquidating Trust or the Trustee as the transferees of the Trust Estate on account of any claimed liability of, through, or under the Debtors, the Trustee may use such part of the Trust Estate as may be necessary to contest any such claimed liability and to pay, compromise, settle or discharge same on terms reasonably satisfactory to the Trustee. In no event shall the Trustee be required to use his personal funds or assets or the funds or assets of his firm or partnership for such purposes. 5.6 Administration of Liquidating Trust. Subject to the express limitations contained herein, in administering the Liquidating Trust, the Trustee is authorized and directed to do and perform all such acts and to execute and deliver such deeds, bills of sale, assignments, instruments of conveyance, and other documents as he may deem necessary or advisable to carry out the purposes of the Liquidating Trust. The Trustee shall effect such registrations and take all such actions as are required to comply with state and federal securities laws. 5.7 Payment of Expenses and Other Liabilities. The Trustee shall pay from the Trust Estate all expenses, charges, liabilities, and obligations of the Liquidating Trust, including, without limiting the generality of the foregoing, interest, taxes, assessments, and public charges of every kind and nature. The Trustee, in his discretion and judgment, may from time to time make provision by reserve or otherwise out of the Trust Estate or the proceeds thereof in such reasonable amount or amounts as the Trustee in his discretion and judgment may determine to be necessary or advisable to meet unascertained, unliquidated or contingent liabilities of the Liquidating Trust. Notwithstanding anything in this paragraph to the contrary, the Distribution Fund shall be the sole Liquidating Trust asset in which Class B Beneficial Interestholders hold a Beneficial Interest. The Beneficial Interest of any Class B Beneficial Interestholder in the Liquidating Trust is limited to the Allowed amount of such Class B Beneficial Interestholders' Administrative, Priority or Pre-Petition Tax Claim. 5.8 Fiscal Year. The Liquidating Trust's fiscal year shall end on December 31 of each year unless the Trustee deems it advisable to establish some other date on which the fiscal year of the Liquidating Trust shall end. 5.9 Reports to Beneficial Interestholders. The Trustee shall prepare, deliver, and file, as the case may be: (a) with the Trust Advisory Committee, as soon as practicable after the end of each calendar quarter, a quarterly unaudited report for such quarter, commencing with the first complete calendar quarter following the date of this Agreement reflecting (i) the specific assets of the Trust Estate disposed of or liquidated during such calendar quarter; (ii) the gross receipts and any selling expenses associated therewith; (iii) any other income received or expense, disbursement, or reserve made or established during such calendar quarter; (iv) the borrowings of the Liquidating Trust during such calendar quarter and the amount remaining owing on such borrowings; and (v) all litigation commenced by the Trustee on behalf of the Liquidating Trust; (b) to such Class A Beneficial Interestholders who so request in writing, within 120 days after the end of each calendar year, at such Class A Beneficial Interestholder's expense, an annual report for such calendar year commencing with the first full calendar year following the date of this Agreement reflecting (i) the specific assets of the Trust Estate disposed of or liquidated during such calendar year; (ii) the gross receipts and any selling expenses associated therewith; (iii) any other income received or expense, disbursement, or reserve made or established during such calendar year; (iv) the borrowings of the Liquidating Trust during such calendar year and the amount remaining owing on such borrowings; and (v) all litigation commenced by the Trustee on behalf of the Liquidating Trust; (c) to each Class A Beneficial Interestholder receiving a distribution in such year, a summary of the information required in 5.9(b) above for such year; (d) income tax information returns, tax returns, or other reports to Beneficial Interestholders and applicable taxing authorities as may be required by law or as may be requested in writing by a Beneficial Interestholder at such Beneficial Interestholders' expense; and (e) within 120 days after the termination or expiration of the Liquidating Trust, a final financial report reflecting the final disposition of Trust Estate and the final distribution to the Class A Beneficial Interestholders who so request the delivery of such report in writing and at such Class A Beneficial Interestholders' expense. 6. Source of Payments, Distributions Among Beneficial Interestholders. 6.1 Payments from Trust Estate. All payments to be made by the Trustee to any Beneficial Interestholder shall be made only from the assets, income and proceeds of the Trust Estate and only to the extent that the Trustee shall have received sufficient assets, income, or proceeds of the Trust Estate to make such payments in accordance with the terms of this Section Six. Each Beneficial Interestholder shall look solely to the assets, income, and proceeds of the Trust Estate for distribution to such Beneficial Interestholder as herein provided. Payments to Class B Beneficial Interestholders shall be made solely from the Distribution Fund. Payments to Class A Beneficial Interestholders may be made in kind as well as in cash. 6.2 Frequency and Amounts of Payments. The frequency and amounts of payments shall be determined by the Trustee. However, unless waived or deferred by the Trust Advisory Committee, the Trustee shall make distributions to Class A Beneficial Interestholders no less frequently than annually (on a calendar year basis). Until such time as all Disputed Claims that are Administrative, Priority or Pre-Petition Tax Claims have been Allowed or Disallowed by Final Order, the Trustee may, but shall not be required to, make distributions to Class B Beneficial Interestholders. 6.3 Tax Provisions. 6.3.1 Income Tax Status. For all purposes of the Tax Code, the Debtors shall be deemed to have transferred the Liquidating Trust assets to the Beneficial Interestholders pursuant to the Plan and the Beneficial Interestholders shall be deemed to have transferred their share of the Liquidating Trust assets to the Liquidating Trust. For all federal income tax purposes, consistent valuations shall be used by the Liquidating Trust and the Beneficial Interestholders for the transferred Liquidating Trust Assets. The Liquidating Trust is intended to be treated as a liquidating trust pursuant to Treasury Regulations S 301.7701-4(d), and as a grantor trust subject to the provisions of Subchapter J, Subpart E of the Tax Code, owned by the Beneficial Interestholders as grantors. Any items of income, deduction, credit, or loss of the Liquidating Trust shall be allocated for federal, state and local income tax purposes among the Beneficial Interestholders pro rata on the basis of their Beneficial Interests; provided, however, that to the extent that any item of income cannot be allocated in the taxable year in which it arises, the Liquidating Trust shall pay the federal, state and local taxes attributable to such income (net of related deductions) and the amount of such taxes shall be treated as having been received by, and paid on behalf of, the Beneficial Interestholders receiving such allocations when such allocations are ultimately made. The Liquidating Trust is authorized to take any action that may be necessary or appropriate to minimize any potential tax liability of the Beneficial Interestholders arising out of the operations of the Liquidating Trust. 6.3.2 Tax Returns and Reports. In accordance with Treasury Regulation S 1.671-4(a), the Liquidating Trust shall cause to be prepared and filed, at the cost and expense of the Liquidating Trust, an annual information tax return (Form 1041) with the Internal Revenue Service, with a schedule attached showing the item of income, deduction, and credit attributable to the Liquidating Trust and detailing the allocation of such items of income, deduction, and credit among the Beneficial Interestholders as required pursuant to the Form 1041 instructions for grantor trusts. Copies of such Form 1041 and attached schedules will be delivered promptly to each Beneficial Interestholder. In addition, the Liquidating Trust shall cause to be prepared and filed in a timely manner, such other state or local tax returns as are required by applicable law by virtue of the existence and operation of the Liquidating Trust and shall pay any taxes shown as due thereon. Within thirty (30) days after the end of each calendar year, the Liquidating Trust shall cause to be prepared and mailed to a Beneficial Interestholder such other information as may be requested by such Beneficial Interestholder in writing to enable such Beneficial Interestholder to complete and file his, her, or its federal, state and local income and other tax returns. 6.3.3 Withholding. The Liquidating Trust may withhold from the amount distributable from the Liquidating Trust at any time such sum or sums as may be sufficient to pay any tax or taxes or other charge or charges which have been or may be imposed on the distributee or upon the Liquidating Trust with respect to the amount distributable or to be distributed under the income tax laws of the United States or of any state or political subdivision or entity by reason of any distribution provided for any law, regulation, rule, ruling, directive, or other governmental requirement. 6.3.4 Tax Identification Numbers. The Liquidating Trust may require any Beneficial Interestholder or other distributee to furnish to the Liquidating Trust its Employer or Taxpayer Identification Number as assigned by the Internal Revenue Service and the Liquidating Trust may condition any distribution to any Beneficial Interestholder or other distributee upon receipt of such identification number. 6.3.5 Tax Year. The taxable year of the Liquidating Trust shall, unless otherwise required by the Internal Revenue Code, be the calendar year. 7. Other Duties of the Trustee. 7.1 Management of Trust Estate. With respect to assets of the Trust Estate from time to time, the Trustee shall, and is hereby directed: 7.1.1 If sufficient funds are available to purchase and maintain in existence, such insurance as the Trustee deems reasonable, necessary, or appropriate from time to time to protect the Liquidating Trust's, the Trustee's, and the Beneficial Interestholders' interests in the Trust Estate. 7.1.2 To take such actions as shall be necessary or advisable to preserve, maintain, and protect the Trust Estate for the Beneficial Interestholders' benefit consistent with the purposes of the Liquidating Trust. 7.2 No Implied Duties. The Trustee shall not manage, control, use, sell, dispose, collect or otherwise deal with the Trust Estate or otherwise take any action hereunder, except as expressly provided herein, and no implied duties or obligations shall be read into this Agreement in favor of or against the Trustee; provided, however, that this provision shall not limit the powers conferred on trustees by Delaware law, without regard to conflicts of laws principles, except to the extent any such power may conflict with any of the provisions and purposes of this Agreement. 8. Concerning the Trustee. 8.1 Acceptance by Trustee. The Trustee accepts the Liquidating Trust hereby created for the benefit of the Beneficial Interestholders and agrees to perform the same upon the terms and conditions herein set out. Notwithstanding any term or provision hereof to the contrary, the Trustee shall have and exercise the rights and powers herein granted and shall be charged with the performance of the duties herein declared on the part of the Trustee to be had and exercised or to be performed. The Trustee also agrees to receive and disburse all monies actually received by him constituting part of the Trust Estate pursuant to the terms of this Agreement. The Trustee shall not be personally liable for any action taken or omitted to be taken by him except for his own gross negligence or willful misconduct. 8.2 Discretionary Submission of Questions to the Court. The Trustee, in his discretion and judgment, may submit to the Court any question or questions regarding which the Trustee may desire to have explicit approval of the Court for the taking of any specific action proposed to be taken by the Trustee with respect to the Trust Estate, or any part thereof, or the administration and distribution of the Trust Estate. The Court shall approve or disapprove any such proposed action after motion and hearing. Any such proposed action submitted to the Court for approval will be approved by the Court if no Beneficial Interestholder objects to such motion within the time specified by the applicable Bankruptcy Rule. If a Beneficial Interestholder objects to such action by the Trustee, the Court shall approve or disapprove such action after hearing. Upon approval of a proposed action by the Court by Final Order, the Trustee shall be authorized to take the proposed action without liability with respect thereto. If such action is not approved by the Court, the Trustee shall not take such action. All costs and expenses incurred by the Trustee in the exercise of any right, power or authority conferred by this Section shall be costs and expenses of the Trust Estate. Any party desiring notice of matters submitted to the Court must send the Trustee a written request for notice of post-confirmation pleadings. 8.3 Liability of the Trustee. 8.3.1 Limitation on Liability. No provision of this Agreement shall be construed to impart any liability upon the Trustee unless it shall be proved in a court of competent jurisdiction that the Trustee's actions or omissions constituted gross negligence or willful misconduct in the exercise of or failure to exercise any right, power or duty vested in him under this Agreement. The Trustee shall have no personal liability for any of the rights, obligations, duties, or liabilities of the Debtor, Debtor's bankruptcy estate, or the Liquidating Trust. 8.3.2 Reliance on Orders, Statements, Certificates or Opinions. In the absence of gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any orders, statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement. 8.3.3 Discretion of Trustee. Within the limitations and restrictions expressed and imposed herein, the Trustee may act freely with respect to the exercise of any or all of the rights, powers, and authority conferred hereby in all matters concerning the Trust Estate after forming his best judgment based upon the circumstances without the necessity of obtaining the consent or permission or authorization of the Beneficial Interestholders or of the Court, any other court, official, or officer. The rights, powers, and authority conferred on the Trustee by this Agreement are conferred in contemplation of such freedom of prudent judgment and action by the Trustee, within the limitations and restrictions so expressed and imposed. Further, the Trustee shall not be liable for any act or omission in connection with the administration of this Liquidating Trust, or the exercise of any right, power, or authority conferred upon him hereunder, unless it shall be proved that such Trustee was grossly negligent or acted in a manner which constituted willful misconduct. 8.3.4 Delegation of Duties. The Trustee shall have power over and be solely responsible for the management and administration of the Liquidating Trust. Notwithstanding the foregoing, the Trustee may engage the services of and delegate such of his powers and duties (but not any of his responsibilities), upon such terms and conditions as are satisfactory to the Trustee, to such employees, agents, attorneys, accountants, appraisers, consultants and other persons, including, without limitation, where appropriate, any of the Beneficial Interestholders and their respective agents and employees, as he may deem necessary or advisable to carry out the purposes of the Liquidating Trust. 8.3.5 Retention and Payment of Professionals. The Trustee may consult with legal counsel and with such public accountants and other professionals as may be retained by the Trustee. The Trustee may pay from the Trust Estate the fees and expenses of such professionals monthly at such rates as may be agreed upon by the Trustee and such professionals. The Trustee shall not be liable for any action taken or suffered by him or omitted to be taken by him without gross negligence or willful misconduct in reliance on any opinion or certification of such accountants or in accordance with the advice of such counsel or experts. 8.4 Reliance on Trustee. No person dealing with the Trustee shall be obligated to see to the application of any monies, securities, or other property paid or delivered to him, or to inquire into the expediency or propriety of any transaction or the right, power, or authority of the Trustee to enter into or consummate the same upon such terms as the Trustee may deem advisable. Persons dealing with the Trustee shall look only to the Trust Estate to satisfy any liability incurred by the Trustee to such persons, and, except as otherwise expressly provided herein, the Trustee shall have no personal obligation to satisfy any such liability. 8.5 Parties Acting on Behalf of Liquidating Trust. 8.5.1 Indemnification. The Liquidating Trust shall indemnify any person who becomes a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he is or was a Trustee, employee, or agent of the Liquidating Trust, or is or was serving on behalf of the Liquidating Trust at the request of the Trustee as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, tax obligations, liabilities or penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, including appeals thereof, if he acted without gross negligence or willful misconduct, in the exercise and performance of any power or duty of a Trustee, employee or agent of the Liquidating Trust, as the case may be, under this Agreement. 8.5.2 Payment of Expenses. Expenses (including attorneys' fees) incurred by the Trustee or any employee or agent of the Trustee in defending any action, suit or proceeding may be paid by the Liquidating Trust in advance of the final disposition of such action, suit or proceeding, upon an undertaking by the Trustee, or such employee or agent, to repay such amount to the Liquidating Trust, unless it shall ultimately be determined that he is or was entitled to be indemnified with respect thereto. 8.6 Compensation of Trustee. The Trustee shall be entitled to receive from the Trust Estate compensation for his services as Trustee in accordance with terms set forth on Exhibit C to this Liquidating Trust. The Trust Estate shall also reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by him in the performance of his duties hereunder, including the reasonable out-of-pocket expenses of the Trustee, and the Trustee's employees, attorneys, agents, accountants, appraisers, consultants, and other persons retained by the Trustee pursuant to the terms of this Agreement. 8.7 Resignation and Removal. 8.7.1 Resignation. The Trustee may resign and be discharged from any future obligations hereunder by filing written notice thereof with the Bankruptcy Court and serving the notice on the Trust Advisory Committee at least thirty (30) days prior to the effective date of such resignation. Such resignation shall become effective on the later of (i) thirty (30) days after the giving of such notice, or (ii) after appointment of a permanent or interim successor trustee. 8.7.2 Removal. Any person serving as Trustee may be removed at any time, for cause, upon entry of a Final Order of the Bankruptcy Court removing the Trustee and acceptance by a successor Trustee of his appointment. 8.7.3 Appointment of a Successor Trustee. If the Trustee gives notice of his intent to resign pursuant to Section 8.7.1 hereof or is removed pursuant to Section 8.7.2 hereof or dies or becomes incapable of acting, the Trust Advisory Committee shall select a successor Trustee to act under this Agreement and such successor shall be approved by the Bankruptcy Court. 8.7.4 Reserve Fund, Tax Reports, Winding Up. Notwithstanding his resignation or removal, the Trustee shall be entitled to complete and file any and all tax returns and reports and pay any and all taxes for periods during which the Trustee served on behalf of the Liquidating Trust. The Liquidating Trust shall pay the taxes and the Trustee's expenses incurred with respect to the foregoing. 8.8 Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment in the form set out on Exhibit "B" and shall deliver one counterpart thereof to the Court. Thereupon, such successor Trustee shall, without any further act, become vested with all the rights, titles, interests, estates, properties, rights, powers, trusts, and duties of his predecessor in the Liquidating Trust hereunder with like effect as if originally named herein. 8.9 Posting of Bond. The Trustee shall not be required to post a bond. 9. Term and Termination of Liquidating Trust. 9.1 Term. The Liquidating Trust shall continue and remain in effect until the first to occur of the following: (a) three years after the Effective Date ("Initial Term"), provided, the term of the Liquidating Trust shall automatically be renewed for two periods of one (1) year each ("Renewal Period") in the event any portion of the Trust Estate has not been fully liquidated and the proceeds thereof distributed in accordance with this Agreement by the end of the Initial Term or at the end of any Renewal Period and the term of the Liquidating Trust may be extended beyond five (5) years after the Effective Date if the Trustee secures Court approval of the extended term no later than six (6) months after the beginning of the extended term; or (b) the Trust Estate has been fully liquidated and the proceeds thereof distributed in accordance with this Agreement. 9.2 Determination of Liquidation. The Trustee may request that the Bankruptcy Court find that the Trustee has disposed of such of the Trust Estate that it has effectively been liquidated. If the Bankruptcy Court so finds, the Liquidating Trust shall be deemed terminated pursuant to Section 9.1(b). 9.3 Termination. Upon termination of the Liquidating Trust, if the Trustee reasonably determines that the remainder of the Trust Estate, other than funds necessary to pay amounts then owing to the Trustee, is of such a small amount that it would not be economical or prudent to make any further distributions to Certificate Holders then such funds shall be distributed to The American Cancer Society or other similar charity. 9.4 Winding Up. For the purpose of winding up the affairs of the Liquidating Trust at its termination, the Trustee shall continue to act as Trustee until his duties have been fully discharged. After so doing, the Trustee shall have no further duties or obligations hereunder. Upon motion by the Trustee, the Court, if it determines it appropriate, may enter an order relieving the Trustee of any further duties hereunder. 10. Miscellaneous. 10.1 Title to Trust Estate. No Beneficial Interestholder shall have title to any part of the Trust Estate. No transfer, by operation of law or otherwise, of the right and interest of any Beneficial Interestholder in and to the Trust Estate or hereunder shall operate to terminate this Agreement or the trust hereunder or entitle any successor or transferee of such Beneficial Interestholder to an accounting with respect to the Trust Estate or to the transfer to him of title to any part of the Trust Estate. 10.2 Sales of Trust Estate. Any sale or other conveyance of the Trust Estate, or part thereof, by the Trustee made pursuant to the terms of this Liquidating Trust Agreement shall bind the Beneficial Interestholders and shall be effective to transfer or convey all rights, titles and interests of the Trustee and the Beneficial Interestholders in and to such Trust Estate or part thereof. 10.3 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be given by posting same in the United States mails, certified or registered mail, return receipt requested, postage prepaid, addressed to the party to whom directed, as follows: If to the Trustee to: Chriss W. Street Chriss Street & Company 1111 Bayside Drive, Suite 100 Corona del Mar, CA 92625-1755 If to the Trust Advisory Committee to: and if to any Beneficial Interestholder, addressed to its address appearing on the Register or at such other address as such Beneficial Interestholder shall have given by written notice to the other parties. All such notices shall be deemed delivered three (3) days after the posting thereof in such mails. 10.4 Severability. Any provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without affecting the validity or enforceability of any other provisions hereof. 10.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. 10.6 Binding Agreement. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Trustee and his respective successors and assigns, any successor trustee provided for in Section Eight, his respective successors and assigns, and the Beneficial Interestholders, and their respective successors and assigns. Any request, notice, direction, consent, waiver, or other instrument or action by any Beneficial Interestholder shall bind its successors and assigns. 10.7 No Personal Liability of Beneficial Interestholders. The Beneficial Interestholders shall not incur any personal liability through their ownership or possession of the Beneficial Interests, except for taxes imposed on the Beneficial Interestholders pursuant to applicable provisions of federal, state, or local law with respect to their Beneficial Interests in or distributions from the Liquidating Trust. Liabilities of the Liquidating Trust are to be satisfied in all events (including the exhaustion of the Trust Estate) exclusively from the Trust Estate. If the Trustee determines that it is appropriate or necessary to obtain a return of sums distributed to the Beneficial Interestholders out of the Trust Estate to pay the expenses, debts or liabilities of the Liquidating Trust (including, but not limited to, tax liabilities), the Trustee shall have the right to demand that the Beneficial Interestholders return to the Trustee sums distributed to such Beneficial Interestholders out of the Trust Estate. If the Trustee makes such a demand on the Beneficial Interestholders, the Beneficial Interestholders shall return to the Trustee such sums distributed to them out of the Trust Estate as the Trustee demands. 10.8 Headings. The heading of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 10.9 Construction. Except where the context otherwise requires, words importing the masculine gender shall include the feminine and the neuter, if appropriate; words importing the singular number shall include the plural number and vice versa; and words importing persons shall include partnerships, associations, and corporations. The words herein, hereof, hereby, hereunder, and words of similar import, refer to this instrument as a whole and not to any particular Section or Subsection hereof. 10.10 GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ___________, EXCLUSIVE OF ITS LAWS RELATING TO CONFLICT OF LAWS. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. DEBTOR: FRUEHAUF TRAILER CORPORATION, MARYLAND SHIPBUILDING & DRYDOCK COMPANY, F.G.R., INC., JACKSONVILLE SHIPYARDS, INC., FRUEHAUF INTERNATIONAL, LIMITED, FRUEHAUF CORPORATION, THE MERCER CO., DEUTSCHE-FRUEHAUF HOLDING CORPORATION, MJ HOLDINGS, INC., and E. L. DEVICES, INC. By:/S/ Chriss W. Street --------------------- Chriss W. Street, Their Chairman, President and Chief Executive Officer TRUSTEE: /s/ Chriss W. Street -------------------- Chriss W. Street INDENTURE TRUSTEE: -------------------- Name: Title: IBJ Schroder Bank & Trust Company (for the sole purposes set forth in the preamble) EXHIBIT "A" PROPERTY TO BE TRANSFERRED TO LIQUIDATING TRUST Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. transfer to the Liquidating Trust, on behalf of and for the benefit of the Beneficial Interestholders, all property, of any type, in which it has a legal or equitable interest including, but not limited to, all money, deposit accounts, accounts, general intangibles, inventory, equipment, fixtures, goods, instruments, chattel paper, documents, books and records, customer lists, stock, bonds, certificates of deposits, letters of credit, rights to refunds, promissory notes, real property, the Distribution Fund, any interest in the Foreclosed Assets and causes of action, including causes of action under Chapter 5 of Title 11 of the United States Code and excluding the Wabash Securities. The Indenture Trustee for the Senior Notes, on behalf of and for the benefit of the Beneficial Interestholders, shall transfer to the Liquidating Trust all of its rights, title and interest in the Foreclosed Assets. EXHIBIT "B" ACCEPTANCE OF APPOINTMENT The undersigned, ________________________, having been appointed to serve as successor Trustee of the Liquidating Trust created pursuant to that certain Liquidating Trust Agreement ("Agreement") dated ______, 199_, by and between Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf International Limited, Fruehauf Corporation, The Mercer Co., Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and E.L. Devices, Inc. and Chriss W. Street, Trustee, hereby accepts such appointment and agrees to serve as successor Trustee under the Agreement as set out in Section 8.7 thereof. Executed this ______ day of __________________, 199_. Successor Trustee: By:________________________ -----END PRIVACY-ENHANCED MESSAGE-----