Consummation Order and Final Decree Penn Central Bankruptcy

8/6/2019 Consummation Order and Final Decree Penn Central Bankruptcy

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AE;OfIGANtZATION COURTIN THE UNITED STATES DISTRICT COURTFOR ThE EASTERN DISTRICT OF PENNSYLVANIA

In the Matter of In Proceedings for theReorganization of aPENN CENTRAL TRANSPORTATION RailroadCONPANY, Debtor No. 70-347

ORDER NO. ___ ~ _ 7 _ ~ l _ THE UNITED NEW JERSEY RAILROAD& CANAL COMPANY, No. 70-347-A

ORDER NO. ~ ' l BEECH CREEK RAILROAD COMPANY, No. 70-347-5

ORDER NO. ___13LTHE CLEVELAND, CINCINNATI,CHICAGO & ST. LOUIS RAILWAYC O M P . ~ N Y , No. 70-347-C

ORDER NO. a ipTHE CLEVELAND AND PITTSBURGHRAILROAD COMPANY, No. 10-347-D

ORDER NO .. _ 1 ~ _ ! : . _ THE CONNECTING RAILWAY COMPANY : No. 70-347-E

ORDER NO. __' - 1 _ ~ _ THE DELAWARE RAILROAD COMPANY No. 70-347-F

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1011:8908

ERIE AND PITTSBURGH RAILROADCOMPANY,

ORDER NO.

THE MICHIGAN CENTRAL RAILROADCOMPANY,

ORDER NO.

THE NORTHERN CENTRAL RAILWAYCOMPANY,

ORDER NO.

PENNDEL COMPANY,

No. 70-347-GL3V

No. 70-347-HI ~ o

No. 70-347-1

No. 70-347-JORDER NO. IS' 'S

THE PHILADELPHIA, BALTIMORE&WASHINGTON RAILROAD COMPANY No. 70-347-KORDER NO. J..1S-

THE PHILADELPHIA AND TRENTONRAIL ROAD COMPANY, No. 70-347-L

THE PITTSBURGH, YOUNGSTOWN &ASHTABULA RAILWAY COMPANY, No. 70-347-MORDER NO. 137

PITTSBURGH, FORT WAYNE &CHICAGO RAILWAY COMPANY, No. 70-347-N

ORDER NO. 1G'1UNION RAILROAD COMPANY OFBALTIMORE, No. 70-347-0Secondary Debtors

ORDER NO. I 3 8'CORPORATE REORGANIZATION REPORTER (Penn Central)

-DOCUMENTS TEXT


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REORGANIZATION COURT

CONSUMMATION ORDER AND FINAL DECREE

AND NOW, th i s /7 -d.. day of , 1978,upon considerat ion of th e PETITION OF TRUSTEES OF THEPROPERTY OF PENN CENTRAL TRANSPORTATION COMPANY, DEBTOR, FORENTRY OF ORDERS CONFIRMING AND AUTHORIZING CONSUMMATION OFPLANS OF REORGANIZATION (Pet i t ion) , th e answers andresponses thereto and the entire record in theseproceedings, and af ter a duly noticed hearing on th ePeti t ion, i t appearing that :

1. This Court ha s exclusive jur isdict ion of theDebtor and the Secondary Debtors (the Debtor and theSecondary Debtors to be referred to collect ively as theDebtors) and the i r properties, wherever located.

2. This Court ha s exclusive jurisdic t ion of a l lclaims, r ights, demands, in teres ts , l iens and encumbrancesof every kind and character of credi tors of, or claimantsagainst , th e Debtors or their properties, whether or notproperly or timely f i led and whether or not approved inthese proceedings.

3. The Plan of Reorganization for Penn CentralTransportation Company (PCTC Plan) and the Plans ofReorganization for each of the Secondary Debtors (SecondaryDebtor Plans) were duly approved on March 17 , 1978, andconfirmed on \"1 , 1978, pursuant to thefollowing orders:


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Penn Central Transpor-tat ion C o m p a n ~ No. 70-347The United New JerseyRailroad and CanalCompany No. 70-347-ABeech Creek RailroadCompany No. 70-347BThe Cleveland, Cincinnati ,Chicago and St. LouisRailway Company No. 70-347-CThe Cleveland and Pi t t s-burgh Railroad CompanyThe Connecting Railway

Company' ~ : n o : : [.elaw:.H'O:- r , : : ' l lc ' : ".;

Erie ana 2 i t t s ~ ~ r s n haiiroad (ompanyTne M i c h i ~ a n Centra!Railroad C o m ~ a n y The Nortnern Centralhailway C o m ~ a : ; y f'ennde: Corr:panyTne Philadelpnia, 2 a l t ~ more & washington

~ a i l r o a d COffipanyThe Philadelpnia anaTrenton ~ a i l hoadCompanyThe ?i t tsourgh, Y o u n i ~ town ana Asntaoulanaiiway CompanyPi t tsburgn, Fort ~ a y n e & C n i c a ~ o kailwayCompanyUnion Railroaa Company

0 : ' Eal t i1:1ore

No. 70-347-D

No. 70-347-ENo. 7o-H1-f'No. 7 0 - 3 ~ 7 - G

No. rO-3ttT-H; ~ b . 70-347-1tJo. 70-347-J

t jo. 70-3L:7-K

No. 70-347-N;-.io. 70-347-(,

DOCUMENTS-TeXT

Con f i r-Approval mationOrder No. Order N ~ . ,3455

187

115

195

139

155

1 :1

145139

243

126

121

132

121

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CORPORATE REORGANIZATION REPORTER (Penn Central)


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I t is hereby O R D E R ~ D th3t:

1 .01.SUDstance of each ot' tne (ollowing documents, as filed withtnis Court in connection with the "Peti t ion of Trustees forApproval of Indentures and Other Documents Relating to Planof Reorganization" (Document No. 15716), as f i led inconnection with the Peti t lon ana, as furtner amended oy anyr e ~ o r t s of toe feTe Trustees to this Court to tn e date

the Se t t l emen t Agreement .between the peTC Trus tees and Consol i -dated Rai l Corporat ion a ~ p r o v e d by Order No. 369S, are

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a p p r o v e d , s u b i ~ c t to the r e se rva t ion of one i ssue-and the amendmentsSPecif ied in paragraph 1.02, ann a re found an d adjudged to be in a l lrespects in accordance with the true intent and reqUirementsof th e Plans and to be appropriate and proper to carry theminto effect :

(a) ~ m e n d e d and Restated Articles ofIncorporation of The Penn CentralCorporation, which shal l be the nameof the reorganized Penn CentralTransportation Company as of theConsummation Date;(b ) ByLaws of The Penn CentralCorporation;(c) New form of Trustees' Cert if icatedue 1986;(d ) Series B Secured Note;(e) Series C-1 Secured Note;( f ) Series C-2 Secured Note;(g ) Series D Serial Secured Note;

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1011:8912 DOCUMENTS-TEXT

(h ) Series D Term Secured Note;( i) Series A General Mortgage Bond;( j ) Series B General Mortgage Bondi(k) Certif icate of Beneficial Interest ;(1 ) Series A and Series B PreferenceStock Certif icates;(m) Common Stock Certif icate;(n ) Indenture of Mortgage and Deed ofTrust dated as of the Consummation, Date between The Penn CentralCorporation and Marine MidlandBank securing the Trustees 'Certificates due 1986;(0 ) Amendment to Guaranty Agreementdated as of the Consummation

Date relating to the Trustees'Certificates due 1986;(p ) Indenture of Mortgage and Deed ofTrust dated as of the ConsummationDate between The Penn CentralCorporation and Girard Banksecuring the Series B SecuredNotes;(q ) Indenture of Mortage and Deed ofTrust dated as of the ConsummationDate between The Penn CentralCorporation and Mellon Bank N.A.securing the Series C Secured

Notes;(r) Indenture of Mortgage and Deed ofTrust dated as of th e ConsummationDate between The Penn Central

C o r p o r a ~ i o n and The PhiladelphiaNational Bank securing theSeries D Secured Notes;(s) Indenture of Mortgage and Deed ofTrust dated as of the ConsummationDate between The Penn CentralCorporation and United States TrustCompany of New York securing theSeries A General Mortgage Bonds;(t) Indenture of Mortgage and D ~ e d ofTrust dated as of th e ConsummationDate between The Penn CentralCorporation and The Firs t NationalBank of Boston securing th eSeries B General Mortgage Bonds;



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L-25REORGANIZATION COURT 1011:8913(u) Valuation Case Proceeds TrustAgreement dated as of theConsummation Date among The PennCentral Corporation, the ReorganizedSecondary Debtors, certa in othergrantors and Fi rs t PennsylvaniaBank N. A. ;(v) Form of Letter of Instruct ions toExchange Agent and, as attachedthereto, forms of Notice of Exchangeand Availabi l i ty of Securi t ies andLet ters of Transmittal ;(w) Forms of instrument of assumptionby The Penn Central Corporation ofthe lease between the Debtor andThe New York and Harlem RailroadCompany and instruments implementingthe provisions of Part 0 ofAppendix II of the PCTC Plan;(x ) Forms of instruments of sat isfact ionof various mortgages and col la tera lt rus t indentures;(y ) Forms of instruments of release andsat isfact ion of claims;(z) Forms of deeds and other instrumentsof release or assignment conveying a l lr ight , t i t l e and in teres t of the

PCTC Trustees in and to th e Debtor 'sproperties to The Penn CentralCorporation or The Owasco RiverRailway and conveying a l l r ight ,t i t l e and in terest of the SecondaryDebtor Trustees in and toth e Secondary Debtors' propertiesto the Reorganized SecondaryDebtors; and

f, =3. a) I rllJ e nn i r i (! a t ion Res :J l. LA t i 'J n 'j r' Tn efenn Centr31 C o r p o r a t i a ~ . Insofar as tne provisions any documents approved aooveinvolve a construct ion or in te rpre ta t ion or tne Plans, sucnc()!.struction or i n t e : ' ~ ) r ~ ~ _ : l t i . t ) n is r.ereby apprcvo.

1. 02. . ~ e n d m e n t s to and Reservation ofJur isdict ion with Respect to Documents. The covenants inthe respective indentures providing tha t the reorganizedCompany shal l prosecute the Valuation Case in such manneras the Board of Dirt:ctors deto::!rmines "to be in the best

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1011:8914 DOCUMENTS-TEXin te r e s t s o f the Company" i s ~ m e n d e d to read the Board ofDi rec to r s determines "wi l l maximize the Valuat ion Case Proceeds ,"and the fo l lowing sha l l be added: "Nothing in t h i s Sect ionsha l l require th e Company to expend more t ime or money on theprosecut ion of the Valuat ion Case than would reasonably bee ~ p e n d e d by a cla imant en t i t l ed to a l l the Valuat ion CaseProceeds ." The grant ing c lauses of the A and B Bond Indenturess h a l l be amended by addi t ion of the term "secur i ty in te r e s t . "Th e Exchange Agent Documents sha l l be appropr ia te ly amendedto permit Class E & I Credi tors ( tax c la iman ts ) to e l e c t tor ece ive t h e i r d i s t r i bu t ions by appearing in person through adesignated aqent a t the of f i ces of the Exchanqe Agent or thepeTC Trustees , whichever i s specif ied in th e amendments preparedby the PCTC Trus tees . The Court reserves j u r i sd i c t i on to orderamendments to Sect ion 5.01 of the A & B Bond Inden tu res .

1 .03.Before th e execution, delivery or r i l ing of any aocumentsreferred to in Sect io n 1.01 above, the Trustees or' tneproperty of Penn Central Transportat ion Company, Debtor(PCTC Trustees), the respective Trustees of the property ofeach of tn e Secondary Debtors (Secondary Debtor Trustees)*and the Reorganized Company are authorized to m a ~ e or causeto De made any necessary typographical or cler icalcorrect ions, to f i l l in any blanks and to make anyc la r i fy ing or conforming changes in suCh documents whicn donot materialiy change the substance thereof .

*For purposes of this Order, any reference to "SecondaryDeDtor Trustees" snal l include The Connecting f


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L-25REORGANIZATION COURT ,_______________ 011:89151.::;4.

The f o l l o w i n ~ f iduciaries ana a ~ e n t s to c a r ~ y out the Plansare hereby approved:

PositionTrustee under the Trustees '

Cert i f icates due 1986IndentureTrustee under th e Series BNote IndentureTrustee under the Series CNote IndentureTrustee under th e Series DNote IndentureTrustee under the Series A

General Mortgage BondIndentureTrustee under the Series BGeneral Mortgage BondIndentureTrustee under the ValuationCase Proceeds TrustAgreementTransfer Agent and Registrarfor Cert i f icates ofBeneficial In teres t ,Preference Stock and

Common StockExchange AgentExchange Agent for Trustees'Cert i f icates due 1986

Marine Midland BankGit'ard BankMellon Bank N.A.The Philadelphia NationalBank

United States TrustCompany of New YorkThe Firs t National Banko f Boston

Firs t PennsylvaniaBank N.A.

Registrar and TransferCompanyFirs t Pennsylvania Bank N.A.Federal Reserve Bank ofNew York

1 .05. A Q Q . Q ' y ' ~ l . .Qf. ]'lre..Q1grs. The followingpersons, who have been duly selected by the following groupsof credi tors , claimants and stockholders pursuant to Section8.1 of the peTC Plan to serve on the in i t i a l board ofdirectors of the Reorganized C o ~ p a n y , are herebyconsti tuted, effect ive as 0f the Consummation Date,directors of the Reorganized Company to serve as provided inArticle TENTH of th e Amended and Restated Articles ofIncorporation:



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1011 :8916

Ins t i tu t ional Investors

Indenture TrusteesSecured Banks

New Haven TrusteeUnsecured Creditors

DOCUMENTS-TEXTDirectorsRichard DickerGeorge M. CrandlesJames H. TorreyRalph E. KentJohn w. IngrahamWilliam F. LudwigJohn H. WilliamsRichard Joyce SmithRoland E. Remley, I I IJoseph E. Smith

Stockholder of Debtor Alvin FriedmanAs of or af ter the Consummation Date, the ReorganizedCompany is authorized and directed to elect persons to serveon the respective boards of directors of each of theReorganized Secondary Debtors.

I I . CONSUMMATION DATE2.01. Consummation Date. "Consummation

Date", as defined in Section 1.12 of the PCTC Plan, shal l beOctober 24, 1978;

2.02. Closing and Opening Books. The peTCTrustees shall cause the books and accounts of the Debtorand each of the Secondary Debtors to be closed as of11:59 P.M., E.D.T., on the Consummation Date. The books andaccounts of th e Reorganized Company shal l be opened as of12:00 A.M., E.D.T., on th e day following the ConsummationDate.

I I I . TRANSFER QE PROPERTIES AND DISCHARGE3.01. Existing Common Stockof Debt.)r. ThepeTC Trustees and th e Reorganized Company, as the case maybe , are authorized and directed to take any steps necessaryand appropriate to ( i) amend the ar t ic les of incorporation



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REORGANIZATION COURTof the Debtor to reduce the number of outstanding shares ofcommon stock of th e Debtor from 24,113,703 to 241,137, ( i i )following such reduction of the outstanding shares of theDebtor, to fac i l i ta te the sale and t ransfer , to be effect iveprior to the Consummation Date, of such shares and certainother assets of Penn Central Company to Cleveland TechnicalCenter, Inc . , a wholly-owned subsidiary of the Debtor and( i i i ) to preserve the present aff i l ia ted group, for federalincome tax purposes, with the Reorganized Company as thecommon parent , consistently with the Internal RevenueService ruling l e t te r dated March 28 , 1978.

3.02. Property Located in S t ~ of N e ~ York.Effective as of the Consummation Date, a l l I 'ight, t i t l e andin teres t of the Debtor or the PCTC Trustees in real propertyand personal property of the Debtor located in the State ofNew York, including without l imitation i ~ t e r e s t s in ra i lroadrights-of-way and appurtenant faci l i t ies and executorycontracts pertaining to property of the Debtor located inthe State of New York assumed as provided in Section 6.03(g)below, but excluding (i) securi t ies , accounts and similaritems, ( i i ) rights to operate r ights of way and appurtenantfac i l i t i es for railroad purposes, ( i i i ) lessee interests ofthe Debtor or the PCTC Trustees and (iv) rea l property whichis described in Schedule I I of the Indentures approved inSection 1.01 above and tangible personal property, the saleof which, as of the Consummation Date, has been approved bythe PCTC Trustees, shall be transferred to and vested in TheOwasco River Railway (Owasco), a New York corporation whichis a wholly-owned subsidiary of the Debtor, the laws of anystate or the decision or order of any state authority to thecontrary notwithstanding. Such property sha: l be


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I

DOCUMENTS-TEXTt ransferred to, vest in and become the absolute property ofOwasco and sha l l , except as sat i s f ied or expressly assumedas provided in Section 6.03 below, be free and clear of a l lclaims, r ights, demands, in teres ts , l iens and encumbrancesof every kind and character, whether or not properly ortimely f i led and whetner or not approved, acknowledged orallowed in these proceedings, of th e Deetor, th e SecondaryDebtors and Penn Central Company, their creditors , claimantsand stockholders.

P r o Q e r t i e ~ . Effective as of the Consummation Date:(a) except for th e property

t ransferred to Owasco in accordance with Section 3.02 above,and property ana es ta te of th e Debtor, of every name andnature, including without l imita t ion a l l claims and r ightsof the Debtor in and to th e Valuation Case and to ValuationCase Proceeds, as those terms are defined in the PCTC Plan,in any form, a l l r igh t , t i t l e and in teres t therein of thePCTC Trustees and a l l securi t ies of the Secondary Debtor tobe received by the Reorganized Company pursuant to theSecondary Debtor Plans as a dividend from PennsylvaniaCompany (Pennco), sha l l , th e laws of any s ta te or thedecision or order of any s ta te authority to the contrarynotwithstanding, te transferred to, vest in and become theabsolute property of the Reor'ganized Company and sha l l ,except as sat i s f ied or expressly assumed as provided inSection 6.03 below, be f ~ e e and clear of a l l claims, r ights,demands, in teres ts , l iens and encumbrances of every Kind andcharacter, whether or not properly or timely f i led andwhether or not approved, acknowledged or allowed in these



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REORGANIZATION COURTproceedings, of the Debtor, the Secondary Debtors and PennCentral Company, their creditors, claimants and stock-holders;

(b ) notwithstanding th e provisions ofOrder No. 10 in the Debtor's proceedings, the PCTC Trusteesshall cause Pennco ( i) to cancel or distr ibute to theReorganized Company fo r cancellation any advances payable byany Secondary Debtor to Pennco or any of i t s subsidiaries orany other indebtedness of any Secondary Debtor to Pennco orany of i t s subsidiaries and any bonds issued or assumed byany Secondary Debtor and held by Pennco or any of i t ssubsidiaries and ( i i ) to declare a dividend to theReorganized Company of the stock of th e Secondary Debtorspresently held by Pennco and to be received by th eReorganized Company pursuant to th e Secondary Debtor Plan's;

(c) a l l the business and affairs andthe ent i re assets and property and estate of each of theSecondary Debtors, of every name and nature, includingwithout l imitat ion a l l claims and rights of the SecondaryDebtors in and to the Valuation Case and to Valuation CaseProceeds, as those terms are defined in the PCTC Plan, inany form, and a l l r ight, t i t le and in teres t therein of theSecondary Debtor Trustees, shall , the laws of any state orthe decision or order of any ~ t a t e authority to the contrarynotwithstanding, be transferred to, vest in and become theabsolute property of the respective Reorganized SecondaryDebtors and shall, except as sa t i sf ied or expressly assumedas provided in Section 6.03 below, be free and clear of a l lclaims, r ights , demands, in teres ts , l iens and encumbrancesof every kind and character, whether or not properly or

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1011:8920 DOCUMENTS-TEXTtimely f i led and w h e t h e ~ not approved, acknowledged orallowed in these proceedings, of the Debtor, the SecondaryD e b t o ~ s and Penn Central Company, the i r c redi tors , claimantsand s t o c k h o l d e ~ s ;

(d) a l l righ t , t i t l e and in te res t inand to Valuation Case Proceeds to be received by th eR e o ~ g a n i z e d Company or the Reorganized Secondary Debtorsshal l , in a c c o ~ d a n c e with the terms and provisions of theValuation Case Proceeds Trust Agreement, dated as of theConsummation Date, among the Reorganized Company, th eReorganized Secondary Debtors, any other grantors and Firs tPennsylvania Bank N.A., be t ransferred to and vested inFirs t Pennsylvania Bank N.A., as t rustee under 3uch TrustAgreement, which t ransfer is hereby found to be valid underand permitted by th e Assignment of Claims Act,31 U.S.C. 203, for the sole purpose of securing andeffect ing the payment of th e secur i t i es of the ReorganizedCompany, and in furtherance thereof a l l Valuation CaseProceeds shall be delivered by the Reorganized Company, theReorganized Secondary Debtors and any other grantors to thet rustee thereunder to be distr ibuted by the t rustee pursuantto th e Trust Agreement; and

(e) the propert ies , r ~ g h t s , t i t l e andin te res t s of the Reorganized Company shall be conveyed andpledged to the t rustees under the Indentures of Mortgage andDeeds of Trust securing the Trustees ' Cert i f icates due 1986,the Secured Notes and th e General Mortgage Bonds as and toth e extent required by such Indentures in the forms approvedin Section 1.01 above.

3.04. Conveyance from t ~ f t Jrustees of theDebtor-s. In furtherance and in confirmation of th e



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L251011:8921REORGANIZATION COURT~ . ; : ; . . : . . ; = . . : . : . . : . : . : . : . . ~ = - = c . . . : . = ~ ____ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ . _t ransfers to Owasco, the Reorganized Company and theReorganized Secondary Debtors of the assets and proper t iesdescribed in Sections 3.02, 3.03(a) and 3.03(c) above, theTrustees of tQe properties of the Debtors, or the i rdeSignees, are authorized and directed to execute anddel iver to Owasco, the Reorganized Company and theReorganized Secondary Debtors deeds t ransferr ing a l l suchassets and property, effect ive as of the Consummation Date.Such deeds wil l be substantia l ly in the forms approved inSection 1.01 above. The Trustees of the propert ies of the

Trustees may oy resolution designate to act un behalf of tneTrustees a r ~ author izej and directed af t e r the C o n s u m m a ~ i o n Dat.e, i f necessary, to execute :?nd del iver to ,)wa3co, tneReorganized Company and the Reorganized Secondary Debtorsany and a l l such fur tner aeeas, conveyances, bi l l s of sale ,assignments, t ransfers and other instruments as may Denecessary or proper for more ful ly and certainly ~ o n v e y i n g , assi3nlng, t r a n s f e r r i n ~ and d e l i v e r i n ~ to 0wasco, theReorganizea Company ~ n c tne Reorganized Secondary Debtorsa l l of the r ignt , t l t l e and in teres t of tne T ~ u s t e e s of :neDebtors in and to tne properties formerly of the Deotors.

3.05. CiSDosition Funds Held Trustcds ,I n ~ e n E . ~ r e Trustees , Payinq Agents, e t c . Effect ive as of theConsummation Date, a l l of the funds held by any of theTrustees in sc;ch capacity and a l l of the funds of any ot ' theDebt.or's or their predecessors, ' ir.cluding without l imitat ion( i ) f ~ n d s or secur i t ies ~ e r e t o f o r e deposited by any of theTrustees of tne property of the Debtcrs, the Debtorschemselves, or the i r preJecessors for the ~ a y ~ e ~ t or par t ia l



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1011:8922 DOCUMENTS-TEXpayment of secur i t ies , in teres t , in teres t coupons ordividends, ( i i ) funds representing proceeds from sales ofpropert ies of the Deetors or thei r predecessors, and ( i i i )funds held pursuant to orders of th is Court by any and a l lindenture t rustees , paying agents, escrow agents orf iduciar ies , shal l vest absolutely and witnout res t r ic t ionin th e Reorganized C o ~ p a n y or in the respective Reorganizea:econJary Debtor3, as tne case may be, 3nd shall be paiJthereaf ter by eacn s u ~ n person holding any such funds to orupon the order of tn e Raorganized C o ~ p a n y . Suen payments to

'o r upon th e order ot' tne ~ e o r g a n i z e c l Company s n a ~ : De lGodand suffic ient discharge of any l i ab i l i ty of ~ n y such personfor such funds.

3.06. Discharge and Release of Claims.Subject to the provisions of Section 6.03 below relat ing tothe payment, assumption or sat isfact ion by th e ReorganizedCompany of certain claims, the Debtors and the Trustees ofthe properties of the Debtors shal l , as of the ConsummationDate, be discharged and released forever from

(a ) a l l obligations, debts,l i ab i l i t i es and claims against any of the Debtors, whetheror not f i led or presented, whether or no t approved,acknowledged or allowed in these proceedings and whether ornot provable in bankruptcy, including without l imita t iontaxes in respect of non-bankrupt leased l ines and othersubsidiaries which are being satisf ied pursuant to the Plansand a ll claims assumed or guaranteed by any of the Debtorsor enforceable against the property of any of the Debtors;

(b ) a l l obligations, debts,l i ab i l i t i es and claims aris ing from costs and expenses ofadministration, whether or not fi led or presented and



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L-25R ~ E : : : : O ~ R ~ G : . . : A : : : N : : : I = Z A : : = . T . : . . . : I : . : : : O ; . : . : N : . . . . : C ~ O ~ U : : . : R . : . . . : T ~ ______________________ 011:8923

whether or not approved, acknowledged or allowed in theseproceedings, including without l imitation a l l taxes(including taxes in respect of non-bankrupt leased l ines andother subsidiaries which are being sat isf ied pursuant to thePlans), assessments, claims and other charges ofgovernmental uni ts or agencies, whenever assessed, accruingprior to th e Consummation Date; and

(c) a l l obligations, debts,l i ab i l i t ies and' claims with respect to a l l bonds, coupons,debentures, notes, cer t i f icates , evidences of indebtedness,shares of stock, securi t ies and leases (including interestaccrued and dividends declared), without l imitation as tothe i r nature and whether made, assumed or guaranteed by anyof the Debtors or Trustees or enforceable against any ofthem or the property of any of them.

3.07. Mutual Discharge and Release Betweenvebtor and Each Secondary Debtor. Subject to the provisionsof Section 6.03 below relat ing to th e payment, assumption orsat isfact ion by the Reorganized Company of certain claims,the PCTC Trustees and the Debtor, and any predecessor,successor, claimant, credi tor or stockholder of any of them,on the one hand, and each of the Secondary Debtor Trusteesand Secondary Debtors, and any predecessor, successor,claimaint, credi t0r or stockholder of any of them, on theother hand, shall , as of .the Consummation Date, be mutuallydischarged and released from any and a l l claims, demands,debts and l iab i l i t ie s between them of whatever nature,whether or not arising pursuant to the leases between theDebtor and each Secondary Debtor. In furtherance of suchmutual release and discharge, the peTC Trustees andSecondary Debtor Trustees are authorized and directed to



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1011:8924 DOCUMENTS-TEXexecute and del iver as of the Consummation Date instrumentsof release and discharge substantia l ly in the form approvedin Section 1.01 above.

3.08. Discharge and Release of Mortgages.All mortgages, indentures, col la te ra l t rus t indentures andother instruments entered into by any of the Debtors, orthe i r predecessors, that now consti tu te or heretoforeconst i tuted a l ien on any of the property of any of theDebtors, other l iens of record on such property, a l lmortgages, indentures, col la te ra l t rust indentures orinstruments supplementing or modifying the same and a l lcovenants therein contained sha l l , as of the ConsummationDate, become, and thereafter forever remain, sa t i sf ied ,discharged, released, cancelled, null and void and of noeffect whatever. All r ight , t i t l e and in te res t of therespective t rustees of mortgages and inaentures secured byl iens on the property of the Debtors is hereby transferredto and vested in the Reorganized Company, Owasco, and theReorganized Secondary Debtors, as the case may be , as of th eConsummation Date. In furtherance and confirmation of suchdischarge and release of ~ o r t g a g e s and indentures, eacht rustee now acting under such mortgages, indentures,col la te ra l t rus t indentures or other instruments is herebyauthorized and directed to execute and deliver as of theConsummation Date deeds or instruments of release, dischargeand sa t i s fac t ion substantia l ly in the forms approved inSection 1.01 above. Each such t r ~ s t e e is also authorizedand directed to execute and del iver as of t ~ e C o n s u m m a ~ i o n Date adequate deeds or instruments of release, discharge,t ransfer , conveyance and sat isfact ion to assure thatpropert ies conveyed by any of the Debtors or their predeces-



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L-25REORGANIZATION COURT 'i011:8925.___ _.q, ___ ___ ~ . . _ ....____ _ . ~ A . _ ~ ~ . __ ._ _ _ _ _ _ _ _ _ _ _ _ _______ ._____ ... __.__ _ _ _ _ _ _sors or lo r t ~ ~ c o r n m e ~ c e m e ~ t of t t e ~ r r e s p e c t ~ v 2 r e o r g a n l z 2 ~ 1 o n orocee1ings "j gocd r i i ~ ~ purchasers wil l be

deeas or ot-her i n s ~ , : ' u l l e n t s t.c I)S :, ';". ' t"ec01'ded. WhetnPt 'executed before or aI::-.er ' ;he C ( i r \ ~ ; w I l m ; . ; \ . i _ o n Date, eact. of s


20/52


no personal covenant or l iabi l i ty shall be implied againstor be assumed or undertaken by any such t rustee by virtue ofcompliance with th ia Order. Each such trustee is herebyfurther authorized and directed, from time to time after theConsummation Date, to execute a l l such other and furtherinstruments of discharge, release, sat isfact ion, t ransfer ,conveyance or assignment and to make a l l further transfersand del iver ies as may be necessary or desirable for morefully and certainly vesting in the Reorganized Company,Owasco and the Reorganized Secondary Debtors a l l right,t i t l e and interest of such trustees and fo r more fully andcertainly accomplishing th e release, discharge, cancellationand sat isfact ion of the instruments under which suchtrustees were respectively appointed and acting.

3.09. Cancellation Qr Destruction. TheReorganized Company i s hereby authorized, from time to time,to cause th e cancellation or destruction of a ll bonds,uuupons, debentures, notes, cert i f icates, evidences ofindebtedness, shares of stock and other securit ies orevidences of interest therein ( i ) that evidence claimssurrendered to the Reorganized Company by any of the holdersof such instruments for exchange for cash payable orsecurit ies issuable under the Plans or ( i i ) issued under anyof th e mortgages, indentures, deeds or agreements referredto in Section 3.08 above.

3.10. Discharge of Trustees. The periodicreports of revenues and expenses and balance sheets filedprior to the date of this Order by th e peTC Trusteespursuant to paragraph 8 of Order No. 1 in these proceedings,as amended by Order No. 2552, are hereby accepted and~ p p r o x e d . As of the Consummation Date, th e PCTC Trustees



21/52

REORGANIZATION COURl L-251011:8927------------------------..-and the Secondary Debtor Trustees shal l be discharged andre l ieved of any furtner duties and responsibil i t ies inrespect of the administration of the property or the conductof the business and af fa i r s t ransferred to the ReorganizedCompany, Owasco an a the Reorganized Secondary Debtors on theC9nsummation Date_ Thereupon, the T r u ~ t e e s shal l no longerhave any power and authority or duties and respons ib i l i t iesto take any action on behalf of or in respect to theReorganized Company, Owasco or the Reorganized SecondaryDebtors or in respect of the implementation of the Plans;provided. however, that the peTC Trustees are authorized anddirected to prepare a f inal report as provided in Section7.05 below_ Any person who fa i led , as required by Order~ o . 3 6 3 0 sett ing a hearing on the Peti t ion, to f i le anyclaims or actions of any nature against any current orformer Trustee of any of the Debtors, in his personalcapacity, based on any alleged act or fai lure to act inrespect of the administrat ion of the Debtors shal l beforever barred from assert ing any such claims or actionsagainst any such Trustee, any of the Debtors, theReorganized Company or the Reorganized Secondary Debtors.The current and former Trustees of the properties of theDeotors, the Dectors, the Reorganized Company and theReorganized Secondary Debtors sha l l be forever dischargedand released from any l i ab i l i ty with respect to any suchclaims or actions. Any such claims or actions which mayarise prior to the Consummation Date shal l be f i led with theCourt and served upon such Trustee and the Reorganized'Company not l a ter than 30 days af t e r th e Consummation Dateor ba forever oarred. Any s ~ c h claim or action shal l be in



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1011:8928.I

DOCUMENTS-TEXT

writ ing and shal l s ta te with par t icu lar i ty the nature of theclaim or act ion and the re l i e f sought. The PCTC Trusteesshal l publish a notice, within 14 days af ter the date oftn is Order, in th e newspapers l i s ted in Order No.se t t ing a hearing on the Pet i t ion, s ta t ing tha t such claimsmust be f i led or be forever barred.

IV. NEW SECURITIES AND DISTRIBUTION4.. Capita l iza t ion of the Reorganized

Company. The Reorganized Company is authorized to issue or,in th e case of Trustees' Certif icates due 1986, to haveuutstanding the following secur i t ies as of the ConsummationDate:

Trustees ' Certif icates due 1986 inthe principal amount of ............. $ 50,000,000Series B Secured Notes in theapproximate principal amount ofSeries C-1 Secured Notes in theapproximate principal amount ofSeries C-2 Secured Notes in theapproximate principal amount ofSeries D Seria l Secured Notes inthe approximate principal

$ 380,000,000

$ 125,000,000$ 120,000,000

amount of ........................... $ 85,000,000Series D Term Secured Notes in theapproximate principal amount of $ 130,000,000Series A General Mortgage Bondsin the approximate principala ~ o u n t of ........................... $ 360,000,000

Series B General Mortgage Bondsin the approximate principalamount of ........................... $ 220,000,000

Cer t i f ica tes of BeneficialIn teres t in the approximateprincipal amount of ................. $ 220, 000,000



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Preference Stock, not to exceeda to ta l of 30 mill ion shares,approximately as follows:

L-251011 :8929

Series A Preference .................. 1,716,850 sharesSeries B Preference ........ , ......... 26,185,750 sharesCommon Stock, not to exceed 40 mill ionshares , of approximately ............ 2J,394,887 shares

Additional amounts of the secur i t ies l i s ted above may beissued in accordance ~ i t h any appl icable l imitat ions and forthe purposes se t forth in the respect ive indentures, th ear t ic les of incorporat ion of the Reorganized Company,further orders of th is Court and the terms of Section 10.3of the PCTC Plan and Sections 8.2 of the Secondary DebtorPlans. The Reorganized Company is authorized to issueSeries A Secured Notes and Series E Notes in such amounts,under such circumstances and having such terms andcondit ions as are se t forth in the Plans and to take suchactions as may be necessary to do so, including execution ofnew or supplemental indentures.

4.02. Notice of Availabi l i ty of NewSecuri t ies . As promptly as possible, but not l a te r than 21days af ter the Consummation Date, the Reorganized Companysha l l publish a Notice of Exchange and Availabi l i ty ofSecuri t ies (Notice), substant ial ly in the form approvedpursuant to Sect ior 1.01ev) above, and shal l cause theExchange Agent to mail, not l a ter than 14 days af ter theConsummation Date, a copy of the Notice to each holder ofsecur i t ies of any of the Debtors and to each claimant ( i)whose identi ty and address i s known to the ReorganizecCompany, ( i i ) who is enti t led to par t ic ipate under any ofthe Plans and ( i i i ) who i s a holder of a secur i ty or whoseclaim ha s been approved, acknowledged or allowed as of the



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1011:8930

Consummation Date. Prior to th e Consummation Date, th eTrustees shal l take such steps as m a ~ be necessary anddesirable to discontinue trading in such securi t ies as ofthe Consummation Date and to record, within ten days af terth e Consummation Date, a ll trades and t ransfers which occurprior to the discontinuance of trading. Pursuant to anagreement between the PCTC Trustees and Penn Central~ o w p a n y , the Reorganized Company shall cause the ExchangeAgent to mail a copy of th e Notice as promptly as possibleto each person ent i t led to receive Common stock inconnection with th e plan of arrangement of Penn CentralCompany. The Notice shal l be published once a week for twosuccessive weeks in each of the following riewspapers:

Arizona Phoenix Republic GazetteAtlanta Journal-ConstitutionBaltimore SunBirmingham News PostBoston GlobeBuffalo Courier ExpressC h a ~ l e s t o n Gazette-MailCharleston Post News & CourierCharlotte Observer NewsChicago TribuneCincinnati EnquirerCleveland Plain DealerDallas NewsDenver PostDes Moines Register TribuneDetroit Free PressDover Delaware State NewsThe Financial Post (Canada)The Financial Times (Canada)Financial Times of LondonHouston ChronicleHartford CourantIndianapolis StarInternat ional Herald TribuneJacksonville Times UnionKansas City Star-TimesLos Angeles TimesLouisville Courier-JournalMemphis Commercial AppealMiami HeraldMilwaukee Journal-SentinelMinneapolis Star-TribuneNeue Zuercher ZeitungNew Orleans Times PicayuneNew York TimesCORPORATE REORGANIZATION REPORTER (Penn Central)


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L-251011 :8931REORGANIZATION COURT= : : . = : : . : . . . : ; = : . . = . : . . : = ~ = : . . : . . . : . . . . - - - - - - - - - - - - - - - - - - - - - - - - . - - - - ..-

Norfolk Virginian Pi lot LedgerOklahoman TimesOmaha World HeraldPhiladelphia InquirerPittsburgh Post GazettePortland JournalProvidence Journal-BulletinRichmond News Leader-Time DispatchSt. Louis Globe-DemocratSalt Lake City - 'Deseret NewsSan Francisco Chronicle ExaminerSeattle TimesTrenton TimesWall Street Journal (a l l domestic and Asian editions)Washington Post

The Reorganized Company shall cause the Exchange Agent tomail a copy of the Notice to each claimant who i s enti t ledto part icipate under any of the Plans, whose address isknown and whose claim i s approved, acknowledged or allowedsubsequent to th e Consummation Date as promptly as possibleaf ter the date upon which the claim is so approved,acknowledged or allowed.

4.03. Issuance and Delivery of NewSecuri t ies and Payment of Cash.

(a ) The Reorganized Company and thef iduciar ies and agents referred to in Section 1.04 aboveshal l , as promptly as p r a ~ t i c a b l e and in accordance with theinstructions of the Reorganized Company given pursuant toth e provisions of this Order and th e Plans, execute themortgages, indentures and other instruments and documentsrelated to the issuance and delivery of the securi t ies ofthe Reorganized Company substantially in the respectiveforms approved in Section 1.01 above and authenticate, issueand deliver the new s e c u r i t ~ e s in accordance with and ascontemplated by the documents approved in Section 1.0i aboveand in accordance with the provisions of this Order and thePlans.



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1011:8932 DOCUMENTS-TEXT(b) The Trustees ' Cert i f icates due

1986, Secured Notes, General Mortgage Bonds, Cert i f icates ofBeneficial In te res t , Preference Stock and Common Stock shallbe issued and delivered to th e respective indenture t rusteesand to the Registrar as of the Consummation Date. Thetrustee under the indenture securing the Trustees 'Cert i f icates due 1986 shal l authenticate and deliver newTrustees' Cert i f icates to the Federal Reserve Bank only uponsubsequent exchanges, t ransfers or replacements of th epresently outstanding Trustees' Cert i f ica tes . The other newsecuri t ies of th e Reorganized Company will be authenticatedand delivered by the indenture t rustees or countersigned anddelivered by the Registrar to the Exchange Agent uponrequis i t ion by th e Exchange Agent.

(c ) As of the Consummation Date, theReorganized Company shal l set aside such amounts of cash andinvestments as may be necessary to implement the Plans andthis Order and as required or permitted by the indenturesreferred to in Section 1.01 above for the following purposesand in the following estimated amounts:

PurposePayments to claimants in:

Class AClasses E and IClasses J (PCTC Plan andSecondary Debtor Plans)and 0 (Secondary Debtor Plans)Class N

Payments for p e r s o n a ~ injury and wrongfuldeath claimsWorking Cashand sett lements

Total

Estimated Amounts

$ 50.0 million123.9 million

223.0 million3.5 million

10.0 million102.3 million

$512.7 millionCORPORATE REORGANIZATION REPORTER (Penn Central)


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\lI

I

REORGANIZATION COURTL-251011:8933

As of th e Consummation Date, the Reorganized Company shallprovide to the Exchange Agent draf ts , payable through aPhiladelphia bank, to be used to disburse such cash as theExchange Agent is required to disburse pursuant to thePlans, and the Reorganized Company sha l l honor such draf ts ,i f properly endorsed, upon presentat ion.

(d) From and af ter the date or datess ta ted in the Notice to be published in accordance withSection 4.02 above, th e Exchange Agent sha l l , in accordancewith the Letter of Instruct ions referred to in Section 1.01above, make delivery of the new secur i t ies and draf ts forcash in th e respect ive amounts provided in the Plans toholders of secur i t ies of any of the Debtor as of theConsummation Date upon proper surrender of such oldsecur i t ies and to other claimants and credi tors uponexecution and delivery of releases substant ia l ly in theforms approved in Section 1.01 above; provided, however,that ( i ) holders of stock of Secondary Debtors shall alsoprovide the Reorganized Company with information requestedconcerning the basis, for federal income tax purposes, ofsuch stock, ( i i ) any such holder of secur i t ies , claimant orere d i to r a g a i :1 S t Wn 0 : ~ l F- -:1 Y 0 r' t r. e L b to r s ~ : l S ::l pre-bankruptcy c l a i ~ w n ~ c n has net, contrary p r i ~ r Greers ofthis Court p r o n i b i t i ~ G se tc f f s , Deen sa t i s f l ea or againstwhom an y of tne 1rustees (las an unpa:j p 0 3 t - c a n ~ r u ~ t c y c l a i ~ ~ i 1 i \ ~ n nas b ~ ~ e ~ l ~ ' ~ U : ' . : ! : - i r . E , ~ 0 : ~ d l l ;::ij' sucn 2:'ai:r.s in casn and

cas 1 pur;3 uant to Ci:1 Y 0 r' t n,= ::- 1a n s .) n .. y J. t s 1"; c n t i:T. e ass u c nclal:TI ;:,f tile [JE:'otors cr Tr 'ustees i s l'u:"ly s a t i s f i ed bypayment of cash to t:1e h e o r ~ a n i z e a Comp2:;! or deauct ionof t.he amour:t. of StAch ~ ~ a i : r . f'rcrr. any cash to .. h i ch such



28/52

1011:8934 DOCUMENTS-TEXholder of secur i t ies . claimant or creditor would otherwiseDe ent i t led to receive pursuant to 3ny of tne Plans ana( i i i ) unless th e ourt sha l l otherwise di rect , any suchholder of secur i t ies , claimant or creditor shall be ent i t ledto receive a dis t r ibu t ion of cash or secur i t ies in respectof claims in a class only at such time as a l l claims of an ysuch holder of secur i t ies , claimant or cred i tor in suchclass under any of the Plans have been approved,acknowledged or allowed and a l l issues re la t ing to a l lclaims of such holder of secur i t ies , claimant or crea i tor insuch class have been resolved (except that nothing in th isSection 4.03(d)( i i i ) shall prec:uje a dis tr ibution to acred i tor in Classes E or I i f the only unresolved i ssues inrespect of th e claims of an y such cred i tor are issuesre la t ing to the l iabi l i ty for or the amount of propertytaxes for th e year 1976 or an y portion tnereof ar is ing fromuncertainty created by t G ~ conveyance of property as ofApril 1, 1976, pursuant to the Regional Rail ReorganizationAct of 1973, as amended, or to a cred i tor whose only unliquidatedclaim ar ises from the re jection of an eXecutory contract approvedby Order No. 3688) .

(e) As described in Section 10.3 ofthe PCTC Plan and Sections 8.2 of the Secondary Bebtor Plansand takina into considerat ion the estimated aggregate amount

tne Consummation Date. Comr::on Stock sr,all De issu


29/52

L25REORGANIZATION COURT 1011:8935~ ~ ~ ~ ~ ~ ~ ~ ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -of ' tne::o:nrr.on Srock al.located :. 0 ~ ; n s e c u r e . J cred : tor s :nC1ass M 0 n th e b . s is 0 r ,) n e s hare ;' " r e a c h 96 0 f cIa i mamount. Tne Common Stock allocatpd to suCh e s t i ~ a t e d butunliquidated claims ~ i l l be re ta ined b) the hegls trar . Asunliquidated claims are t ' inally Liquidated, Dy adjudicat ionor otherwise , tne ke0rganized Company will ins t ruc t theExcnange Agent to r e q ~ e s t from the Regist rar an a to del iverto the claimants ~ h o s e claims have been l iquiaated thesnares of Common ~ t O C K to which they are en t i t l ed , alongwith the appropriate ~ r i n c i p a l a r e o ~ n t of Cer t i f ica tes ofBeneficial In te res t . To the extent that tne actualaggregate amount 01 such l iquidated claims is less than theestimated 33gregate amount, the exce3S withheld shares ofCommon Stock shal l be dis t r ibu ted or allocated to a l lclaimants whose claims have been previously l iquidated or ofstock of Secondary Deotors re fer rea to above. Suchsupplemental dls t r ibu t ions sha l l be ~ a d e a t such times anain such manner as the board of Directors of the ReorganizedCompany may determine.

(f) I n t e r e s t which was due an d payableon June 30, 1978 in r espec t of Ser ies D Secured Notes, andi n t e r e s t from July 1 , 1978 through Consummation Date ca lcu la tedin accord with Sec t ion 5.5 of the Plan on the amount of i n t e r e s tdUe and payable on June 30, 1978 i n r espec t o f Ser i es D SecuredNotes, sha l l be paid by the Lxchange Agent a t the same t ime t h a tthe Exchange Agent makes the d i s t r i bu t ion of cash an d Ser ies DSecured Notes to any claimant pursuant to S e c t i o ~ 4.03(d)above. Any d i s t r i bu t i on of new secu r i t i e s sha l l includd anyi n t e r e s t o r div idends which became due and payable in



30/52


respect of such new securi t ies prior to the date upon whichsuch distr ibution occurs.

(g ) The issuance, t ransfer andexchange of new secur i t ies and the execution, ~ e l i v e r y , f i l ing and recording of documents, as authorized andprovided in this Order and the documents herein approved,are a l l pursuant to the Plans, which have been confirmed bythis Court in accordance with the provisions of Section 77of the Bankruptcy Act and Section 601 of th e Regional RailReorganization Act of 1973 and are for the purposes ofcarrying out and putting into effect such Plans. No furtherauthorization or approval by any court or administrative,regulatory or other body, including without l imita t ion th eapproval of the Interstate Commerce Commission pursuant toSection 20a of the Interstate Commerce Act, 49 U.S.C. 20a,is required for such purposes or for the validation of anysecuri t ies issued and actions taken pursuant to this Order.

4.04 Termination of Right to Receive Cashor New Securities Under the Plans. The r ights of a l lsecurity holders, credi tors and claimants to receive cashand/or new securi t ies, upon the surrender of old securi t iesor execution of release and sat isfact ion forms, as providedin the Plans and this Order, shal l terminate five yearsaf ter the Consummation Date or, as to claims asserted as ofthe Consummation Date but not approved, acknowledged orallowed unti l af te r the fourth anniversary of theConsummation Date, one year after the date of such approval,acknowledgement or allowance. Securi ty holders, creditorsand claimants who do not surrender their old securi t ies orexecute release and sat isfact ion forms within such period



31/52

L-25REORGANIZATION COURT 1011:8937shall not be enti t led to par t ic ipate under the Plans;provided, however, that nothing in this Section 4.04 wil laf fec t the r ight of claimants in Class M and th e holders ofSecondary Debtor stock referred to in Section 4.03(e) aboveto receive supplemental dis tr ibutions of Common Stock asprovided in Section 4.03(e) above; and provided fur ther thatnothing in this Section 4.04 will affect the r igh t of anyclaimant or credi tor to receive a dis tr ibution of cashand/or new secur i t ies i f some but not a l l of the claims ofany such claimant or credi tor within each class under any ofthe Plans have been approved, acknowledged or allowed, asprovided in Section 4.03(d) above, as of the date upon whichsuch r ight would otherwise terminate pursuant to thisSection 4.04. Any such cash and new secur i t ies issued butnot dis tr ibuted and an y in te res t , dividends or dis tr ibutionsthereon not distr ibuted within such period shall become thesole and exclusive property of the Reorganized Company anda l l shares of stock shall become t reasury shares, free an dclear of any r ight , t i t l e and in teres t other than that ofthe Reorganized Company, the escheat or abandonment ofproperty laws of an y s ta te to the contrary notwithstanding.Not less than 60 days and not more than 90 days before thef if th anniversary of the Consummation Date, th e ReorganizedCompany shal l caU3e to be published a notice that the r ightto receive cash an d new secur i t ies as provided in the Plansshall terminate, subject to the exception referred to abovefor claims which are approved, acknowledged or allowed af terth e fourth anniversary of the Consummation Date. Suchnotice shall be published at l eas t once in each of thenewspapers named in Section 4.02 above or, i f any such



32/52

1011:8938

newspaper is longer D U J l i ~ t e d , LD a n o t ~ e r newspaper inth e same city or area.

Ples1tl..!lg of C o l ] . a t ~ L : 3 . l . Tll,,, reTe Trusc.ces oc any of them,or such persons as the PCTC Trustees may by resolutiondesignate, and the S e c o n d a ~ y Debtor Trustees, or such personor persons as any of them may by resolution aesignate, arehereby authorized an d directed to execute an d del iver or tohave executed and delivered the documents approved inSection 1.01 above to which they are par t ies , except tha ttne Amended and Restated Articles of Incorporation of theReorganized Company shall be executed and f i led as providedin Section 6.01 below, and to execute and del iver or to haveexecuted and delivered a l l suoh other conveyance documents,bi l l s of sale , assignments and other instruments as may benecessary and p r o p e ~ to convey, assign and t ransfer a l l ofth e r ight , t i t l e and in te res t of the Debtors and th eTrustees of th e proper t ies of the Debtors in and to theproper t ies to be vested in th e Reorganized Company, Owascoand th e Reorganized Secondary Debtors as required by ArticleI I I ahove. Whether executed before or af t e r theConsummation Date, each of said i n s t r u m e ~ t s shall beeffect ive as of th e Consummation Date. The ReorganizedCompany shall , on or as soon af t e r the Consummation Date asis reasonably pract icable , execute and del iver or haveexecuted and delivered the documents a p ~ r o v e d inSeetion 1.0 ' above to '"hieh i_t is a pat'ty and (i) del iver inpledge to the t rus tee under the Indenture of Hortgage an dDeed of Trust securing th e Trustees ' Certif icates due 1986t h ~ capi ta l stock of Fennco aGd Cleveland Technical Center,

CORPORATE REORGANIZATiON REPORTER (Penn Central)


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REORGANIZATION COURT ------------------------------------------Inc. and ( i i ) del iver in pledge to the t rustee under theIndenture of Mortgage and Deed of Trust securing the SeriesA General Mortgage Bonds a l l other stock and secur i t iesvested in or owned by the Reorganized Company and l is ted inthe granting clauses thereof'. The Indentures for theTrustees ' Certif icates due 1986, Series B Notes, Series CNotes, Series D Notes, Series A General Mortgage Bonds andSeries B General Mortgage Bonds and the Valuation CaseProceeds Trust Agreement shal l be and become effect ive as ofthe Consummation Date, i r respect ive of the dates of suchinstruments or the actual dates of execution and deliverythereof. The l iens of such Indentures and Trust Agreement,in th e order of the i r p r ior i ty , sha l l attach as of theConsummation Date and become effect ive thereafter against ,and be prior to, any other l iens attaching to any propertysubject to the l iens of such Indentures and Trust Agreementin the interval between the Consummation Date and therecording or f i l ing for record of such Indentures and TrustAgreement or the deposi t and pledge of col la te ra lthereunder, unless any such other l ien so at taching would beprior to the l ien of such Indentures and Trust Agreement i fthey were already recorded or f i led and i f the pledgesthereunder were already made.

5.02. Recording and Filing Documents.(a) The Reorganized Company is

authorized and directed to f i le or record, as soon aspossible but no t later' than 60 days af ter the ConsummationDate,

( i) in each of the jur isdict ionsin which the Reorganized Company, Owasco or any of theReorganized Secondary Debtors owns real property, a copy of


L-251011 :8939

8/24/78


34/52

1011:8940 DOCUMENTS..,..TEth is O ~ d e r and a deed or deeds, substant ial ly in the formapproved in Section 1.01(z) above, conveying such propertyfrom the respective Trustees to th e Reorganized Company,Owasco or the Reorganized Secondary Debtors, as th e case maybe;

( i i ) in each of the jur isdict ionsin which th e Reorganized Company, Owasco or any ReorganizedSecondary Debtor owns real property and in which anyindenture or mortgage of the Debtor or any of the SecondaryDebtors or any predecessor released and discharged pursuantto Section 3.08 above was previously recorded, a copy ofthis Order and an instrument of sat isfact ion, substantia l lyin the form approved in Section 1.01(x) above, relating toeach such indenture or mortgage; provided, however, thatthis Order need not be f i led and recorded more than once inany such jur isdict ion;

( i i i ) in each of the jur isdict ionsin which th e Reorganized Company owns rea l property which isto be subject to th e l iens of the Indentures securing thenew securi t ies of the Reorganized Company, the variousIndentures approved in Sections 1.01(n)-( t ) above, exceptthat such Indentures need not be fi led and recorded in anyjur isdict ion in wnich the fee for f i l ing and recording wouldexceed an amount equal to 1% of the aggregate value, asestimated by the Reorganized Company, of th e mortgaged realproperty of the Reorganized Company located within suchjur isdict ion; and

(iv) in each of the j u r i s d ~ c t i o n s n e c e s s a ~ y in order fully to perfect i ts l ien, the ValuationCase Proceeds Trust Agreement and an appropriate financingstatement ..



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L25REORGANIZATION COURT 1011:8941~ ~ ~ ~ ~ ~ ~ ~ ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -(b ) The recording off icer of each

jurisdict ion referred to in Section 5.02(a) above shal l ,upon presentation of a duly executed counterpart thereof,a ~ c e p t for r ' e c o r d i ~ g any or a l l of the documents referred toin Section 5.02(a) above.

(c ) I f the recordation or taxationlaws or regulations of any jurisdict ion require that thedeeds or other documents referred to in ~ e c t i o n 5.02(a)above contain real property descriptions which are morespecific than or otherwise dif fer from those contained insuch deeds or other documents, such person or persons as th ePCTC Trustees or Secondary Debtor Trustees may by resolutiondesignate are authorized and directed to execute and deliverand the Reorganized Company is authorized and directed tof i le and record, as soon af ter th e Consummation Date as isreasonably practicable, amendatory or supplemental deeds orother documents which comply with such laws or regulations.

VI. ONGOING OPERATION OF THE REORGANIZED COMPANY6.01. r i l ing of Amended and Restated Articles

of Incorporat ion. The Amended and Restated Articles ofIncorporation of the Reorganizea Company, in the formapproved in Section 1.01 above, and th e effectuation of suchamendments are authorized by the PCTC Plan and are necessaryand proper to pu t the Plans into effect and are herebyapproved and authorized. The peTC Trustees are herebyauthorized and directed to f i le with the Secretary of theCommonwealth of Pennsylvania, pursuant to th is Order,Articles of Amendment amending the Articles of Incorporationof tn e Debtor as provided in such Amended and RestatedArticles of Incorporation. Such Articles of Amendment may



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1011:8942 DOCUMENTS-TEXTbe executed by the peTC Trustees, or thei r designee, or i frequested by them by off icers of the Debtor, and sha l l beeffective as of the Consummation Date. After f i l ing of theArtic les of Amendment as directed abovE, the ~ r t i c l e s ofIncorporation of P e n ~ Central T r a n s p o r t a ~ l o n Company shall ,for a l l purposes, be deemed amended in accordance witn saidArtic les of Amendment.

6.02. Qualif icat ion to do Busin_ess In OtherStates. Prior to the Consummation Date, the peTC Trusteesare authorized and directed, on behalf of the ReorganizedCompany, to execute and acknowledge appropriatecer t i f ica tes , or amendatory cer t i f i ca t es in respect of thevarious cer t i f ica tes present ly qualifying the Gebtor, to dobusiness in the following ju r isd ic t ions in conformance withthe Amended and Restated Artic les of Incorporation of tn eReorganized Company and in accordance with the provisions ofthe applicable s ta tu tes in the respect ive ju r isd ic t ions , andto f i le such cer t i f ica tes or amendatory cer t i f ica tes , as thecase may be, an d other appropriate documents with the properauthor i ty of the respect ive ju r isd ic t ions : Connecticut,Delaware, Dist r ic t of Columbia, I l l ino i s , Indiana, Kentucky,Maryland, Massachusetts, MichiJan, ~ e w York, New Jersey,Ohio, Rhoda Island, Virginia and West V i r g i ~ i a . After th ef i l ing of such c e r ~ i f i c a t e s or a m e n ~ a t o r y cer t i f ica tes , th eReorganized Company shall be qualified to do business insuch jur isdict ions in accordance with th e provisions of suchcer t i f i ca t es or amendatory cer t i f i ca t es .

creditors, claimants and stockholders in reSDect ofobl igat ions of any of the Debtors or Trustees of thepropert ies of th e Debtors will be sa t is f ied as provided in



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L-25R ~ E ~ O : ! ! R . ! . : G ~ A ~ N ~ I ~ Z ~ A T . ! . . ! I ~ O ~ N ~ C ~ O ~ U : ! ! R : ! . T ! . . . -_____________________ 011 :8943

the Plans, subject, however, to the provisions of th is Orderre la t ing to the payment or sa t is fac t ion of such claims. Anyt imely-f i led claim, including claims in respect ofdisaffirmed executory contracts , the claims of any of thenon-bankrupt leased l ines or i t s public security holdersagainst any of the ~ e b t o r s or Trustees and contingent claimsin respect of guarantees by any of th e Debtors of bonds ofnon-subsidiary companies, against any of the Debtors ortheir Trustees included in a class provided for in the Plansbut no t l iquidated in amount, se t t led, determined,class i f ied, approved, acknowledged, allowed or adjudicatedto be valid unt i l a f t e r the Consummation Date wil l besa t i s f ied pursuant to the Plans in the same manner as i fsuch claim had been so adjudicated or otherwise l iquidatedprior to the Consummation Date. Without l imiting thegenerality of th e foregoing, the following claims andobl igat ions shall be assumed and sat isf ied by theReorganized Company in the manner described:

(a) As of the Consummation Date, theReorganized Company sha l l assume the obl igat ions of th e PCTCTrustees under the Guaranty Agreement, as amended by theAmendment approved in Section 1.01 above, and the obligationto pay in teres t on and principal of the Trustees'Certif ica tes due 1986 in accordance with their terms.

(b) Insofar as such claims are notsat isf ied prior to the Consummation Date, the ReorganizedCompany sha l l pay in cash, on th e Consummation Date or assoon as practicable thereafter , a l l claims in respect of thefollowing:

( i) costs and expenses ofreorganization of the Debtors allowed by th is Court in



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accordance with the provisions of Sect ions 77(c)(2) and77(c)(12) of the Bankruptcy Act;

( i i ) l iquidated pre-bankruptcypersonal injury and wrongful death claims as provided inOrder No. 2921 of the PCTC proceedings;

( i i i ) general ~ n s e c u r e d pre-bankruptcy period claims l iquiaated at $1,000 or less perclaim and included in Class N under th e PCTC Plan; and

(iv) claims of secured credi torsin Class J under the PCTC Plan or any of the SecondaryDebtor Plans for in teres t due prior to June 21 , 1970, andunpaid, th e to ta l amount of which is or is voluntari lyreduced to less than $100 per claim;provided, however, that (A) the obligation of theReorganized Company to pay such claims shal l in each case besubject to any and a l l applicable statutes of l imitat ion,and (B) the Reorganized Company may contest the amount andval idi ty of any claim or obligation described in thisSection 6.03(b).

(c ) The Reorganized Company isauthorized and directed to pay such amounts ( i) as may becalled for by draf t s , checks or vouchers s i g n e d o ~ b i l l s approved within 9'J days prior to the Consummation Date bythe Trustees of the properties of any of the Debtors or anyperson thereunto authorized by resolution or action-inwriting of th e Trustees, for goods or services providedbefore the Consummation Date or during a period c o m m ~ n c i n g before the Consummation Date and ( i i ) as may be necessaryfor obligations which accrued prior to the Consummation Datef ~ r goods or services approved or authorized by th e Trustees



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1.-25REORGANIZATION COURT 1011:8945' ~ ~ ~ ~ ~ ~ ~ ~ ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

of the properties of any of the Debtors or any personthereunto authorized by resolution or action-in-writing ofthe Trustees.

(d ) The Reorganized Company isauthorized and directed to pay expenses incurred by theTrustees af ter the Consummation Date in their performance ofany of the duties imposed by this Order or by any otherorder of the Court and to provide s taff and other supportservices required by the Trustees in the performance of suchduties.

(e ) As of the Consummation Date, theBoard of Directors of the Reorganized Company is authorizedand directed, by adoption of a resolution in the formapproved in Section 1.01 above, to indemnify from certainl i ab i l i t i es and expenses the Trustees of the properties ofthe Debtors, their officers and employees and otherspecified persons serving at their request or whom they haveagreed to indemnify.

(f) The Reorganized Company isauthorized and directed to assume the rights and obligationsof the PCTC Trustees under th e lease of the properties ofThe New York and Harlem Railroad Company dated April 1,1873, as amended, and to execute, deliver and comply withthe instruments approved in Section 1.01(w) above.

(g ) The Reorganized Company, each ofth e Reorganized Secondary Debtors and Owasco, with respectto property of th e Debtor located in the State of New Yorkand conveyed to Owasco, are authorized and directed toassume each executory contract of any of the Debtorsrecommended for affirmance in the "Report of th e peTCTrustees and the Trustees of the Secondary Debtors With

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1011:8946 DOCUMENTS-TEXRespect to Pre-Bankruptcy Executory Contracts", DocumentNo. 14122, as amended pursuant to Order No. 3275. Subjectto paragraph 4 of.Order No. 3455, a ll pre-bankruptcyexecutory contracts not so assumed are disaffirmed andrejected, effective as the Consummation Date but relatingback to the respective dates of f i l ing by the Debtors ofpeti t ions for reorganization, and th e Reorganized Companyand th e Reorganized Secondary Debtors shal l have noresponsibi l i ty to carry out th e terms of such contracts,provided, however, that the affirmance or disaffirmance ofleases of the non-bankrupt leased l ines is deferred withoutprejudice to taking such action in connection with tneresolut ion or adjudication of issues between .the Trusteesand the non-bankrupt leased l ines relating to suchaffirmance or disaffirmance.

(h) As of th e Consummation Date, theReorganized Company, Owasco and each of the ReorganizedSecondary Debtors, as the case may be, are authorized anddirected to assume and comply with a ll agreements of any ofthe Trustees, including without l imitation any agreementsfor the sale of property which have been approved by theTrustees or their designees and which, but for th eoccurrence of th e Consummation Date, would have beenconsummated by the Trustees pursuant to a f inal orderspecif ical ly authorizing such sale or a general orderauthorizing sales i f th e consideration is less than aspecif ied amount.

(1 ) The R e o r g a ~ i z e d Company isauthorized and directed to continue the l i fe and medicalinsurance programs for non-agreement employees of the Debtorwh9 ret i red prior to April 1, 1976.

CORPORATE. REORGANIZATION REPORTER (Penn Central)


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III

I

REORGANIZATION COURT( j) The Reorganized Company is

authorized and directed to make the remaining payments dueto part icipants in the Contingent Compensation Plan of theDebtor u n d e ~ the formula approved by th e Court in OrderNo. 1087, as amended by any fur ther orders of the Court.

(k) The Reorganized Company isauthorized and directed to assume and to sat i s fy and pay, ina manner and amount agreed upon by th e PCTC Trustees or,following consummation of the Plan, th e Reorganized Companyand the United States of America any claims of the UnitedStates for pre-bankruptcy period federal income taxes whichhave not been sat i s f ied prior to the Consummation Date. I fno agreement as to the amount due and method of payment isreached, the Reorganized Company i s authorized and directedto assume and to sa t is fy and pay, an amount equal to th eadjudicated l i ab i l i ty to the extent i t exceeds thetaxpayer ' s claims for refund or other offsets determined byadjudicat ion or agreement to be valid, by tendering in cashthe greater of $2 mill ion (or such lesser amount as may bedetermined by adjudicat ion to be due) or 20% of the excessf inal ly adjudicated (said cash amount is no t to exceed$5 mill ion) and Series B Notes having a suf f ic ien t facevalue to satis fy the remainder of the l i ab i l i ty . The cashpayment and the issuance of Series B Notes as describedhereto wil l be made within 30 days following the consumma-t ion of the Plan or the date of f ina l adjudicat ion of theamount due, whichever is l a te r .

(1) The Reorganized Company isauthorized and directed to assume and sa t is fy any tax claimsof s ta te and local taxing author i t ies against any of th eDebtors or Trustees Which have accrued subsequent to


L-251011 :8947

8/24/78


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/

1011:8948 DOCUMENTS-TEXTDecember 31, 1976, and which remain unpaid as of theConsummation Date, provided, however, that the ReorganizedCompany shal l not be precluded from contesting the amount orval id i ty of any such claims.

6.04. Pending Lit iga t ion . The ReorganizedCompany or any of the Reorganized Secondary Debtors, ascase may be, sha l l be sUbsti tuteJ at i t s own cost andexpense as a party in l ieu of :'he peTC Trustees or theSecondary Debtor Trustees in any and a l l l i t iga t ion ,including the Valuation Case, as tha t term is definedPlan, to which the PCTC Trustees or the Secondary DebtorTrustees may be par t ies on the Consummation Date and maycontinue such l i t iga t ion in the name of the R e ~ r g a n i z e d Company or the respective Reorganized Secondary Debtors.

6.05. Personnel Arrangements. The PCTCTrustees or the Reorganized Company are authorized anddirected to offer , on behalf of the Reorganized Company,

the

the

employment with the Reorganized Company or i t s subsidiar iesto the employees who are on the s t a f f of the PCTC Trusteeson the date of th is Order without interruption by reason ofthe t ransfers of property or other t ransact ions pursuant tothe Plans and th is Order. The Reorganized Company willprovide the employment so offered and wil l honor a l lcontracts and agreements of employment in ef fec t immediatelyprior to the Consummation Date on the terms containedtherein. The Reorganized Company is directed to assume andcontinue the present ly-exis t ing undertakings of the PCTCTrustees to provide benef i ts to present and formeremployees, including without l imitat ion I \\.11 ret i rementbenef i ts , ( i i ) group medical coverage to effiployees af terret i rement and ( i i i ) post -ret i rement l i f e insurance to



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L-25REORGANIZATION COURT 1011:8949~ ~ ~ ~ ~ ~ ~ ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -employees in the amount provided by the option heretoforeelected.

6.06_ Listing and Registrat ion ofSecurl t ies_ The PCTC Trustees or the Reorganized Companyare authorized, on behalf of the Reorganized Company, toapply to the New York Stock Exchange, or to any othersecur i t ies exchange, for the l i s t ing of a l l or any of th ei ssues of secur i t ies to be issued by the Reorganized Companypursuant to the Plan and orders of the Court, to execute al i s t ing agreement, l i s t ing fee agreement and such otherdocuments as may be necessary for such purpose and to paythe l i s t ing fees required for such l i s t ing . The PCTCTrustees are authorized and directed to f i le with theSecuri t ies and Exchange Commission under th e Securi t iesExchange Act of 1934, and with any other secur i t iescommissions or author i t ies , such other documents, and to paysuch fees, as may be required to comply with applicable lawgoverning the l i s t ing , issuance or dis tr ibution of newsecur i t ies by the Reorganized Company.

VII. FURTHER PROCEEDINGS7.01. Implementation of Plans. Under and

subject to the supervision and control of th is Court andpursuant to tne terms of th is Order and th e Plans, theReorganized Company is authorized and directed, as promptlyas possible, to effectuate th e consummation of th e Plans,the laws of any s ta te or the decision or order of any s ta teauthority to the contrary notWithstanding. To the extentthat th e provisions of an y prior orders of th is Court may beinconsiste1t with the provisions of th is Order or the Plansor the effectuation thereof , such provisions of such pr ior

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1011:8950 DOCUMENTS-Torders are superseded, but any action taken pursuant to orrel iance upon any such superseded provision shall not beaffected by t h ~ s Section 7.01.

7.02. In junction. All persons, firms,governmental ent i t ies and corporations, wherever si tuated,located or domiciled, are hereby permanently restrained andenjoined from ins t i tu t ing, prosecuting or pursuing, orattempting to ins t i tu te , prosecute or pursue, any su i t s orproceedings, a t law or in equity or otherwise, against theReorganized Company, Owasco or the Reorganized SecondaryDebtors or thei r successors or assigns or against any of theassets or property of th e Reorganized Company, Owasco or theReorganized Secondary Debtors or the i r successors orassi3ns, directly or ind irec t ly , on account of or based uponany r igh t , claim or in teres t of any kind or naturewhatsoever which any such person, firm, governmental enti tyor corporation may have in , to or against any of theDebtors, the Trustees of the properties of the Debtors orany of the i r asse ts or propert ies , and from in terferingwith, at taching, garnishing, levying upon, enforcing l iensagainst or upon, or in any manner whatsoever disturbing, anyportion of the property, real , personal or mixed, of anykind or character , on or a t any time af ter t h ~ ConsummationDate in th e possession of the Reorganized Company, Owasco orthe Reorganized Secondary Debtors, and from in terfering withor taking steps to interfere with the Reorganized Company,Owasco or the Reorganized Secondary Debtors, their of f icer sand agents, or the operation of th e propert ies or theconduct of the business of the Reorganizea Company, Owascoor the Reorganized Secondary ~ e b t o r s , by reason of or on

'account of any obligation or obligations incurred by any ofCORPORATE REORGANIZATION REPORTER (Penn Central)


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L-25REORGANIZATION COURT 1011:8951~ ~ ~ ~ ~ ~ ~ ~ ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -the Debtors or any of the i r Trustees in these proceedings,except th e obl igat ions imposed on the Reorganized Company,Owasco or th e Reorganized Secondary Debtors by the Plans andth is Order or reserved for resolut ion or adjudication byth is Order. All persons, firms, governmental en t i t i e s andcorporations, wherever s i tua ted , located or domiciled, arehereby rest rained and enjoined from ins t i tu t ing , prosecutingor pursuing or attempting to ins t i tu te , prosecute or pursueany su i t or proceedings, at law or in equity or otherwise,against any of the Debtors or an y of the i r assets orproperty, direct ly or indirectly , except such su i ts or

I proceedings as may be for the purpose of carrying out th isI Order or consummating th e Plans. Nothing in this Section7.02 should be construed, interpreted or applied (a) toI l imi t the r ight of an y person, firm, governmental ent i ty or\I

corporation, wherever s i tua ted , located or domiciled, fromins t i tu t ing , prosecuting or pursuing an y su i t orproceedings, a t law or equity, or otherwise against any ofthe Debtors, or any of the i r assets or property, direc t ly orindirectly , which is within the original and exclusivejur isdict ion of the Special Court established pursuant toSection 209(b) of the Regional Rail Reorganization Act of1973, as amended, or (b ) to prohibi t any su i t s orproceedings by the Canada Southern Railway Company inCanada, previously authorized by this Court, against anyTrustees or Debtors or the i r proper t ies or the ReorganizedCompany or Reorganized Secondary Debtors as successors,respect ively, of th e Debtor an d th e Secondary Debtors. Anyother provision of this Order to the contrary notwith-standing, th e consummation of the Plan and any action takenpursuant to this Order shal l not prejudice th e r ights of

Published by CRR PUBLISHING COMPANY, Washington. D. C. 20005 8/24/78


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1011 :8952 DOCUMENTS-TEXTappel lants to prosecute pendir.g a p 0 t , , ~ c or appeals ,. hich ,naybe taken from the confirmation o r d ~ r this Order.

promptly as possible af ter tlce Can;:;ummation Date, theTrustee of the property of The Pi t t sburgh, Youngstown andAshtabula Railway Company and Goldman, Sachs and Companysha l l withdraw and discontinue with prejudice cer ta inl i t iga t ion (Pit tsburgh, Youngstown REQ .8shtaQula RailwayCompany y..:... Pennsylvania CompallY, Civi l Action No. 75-1417 inthe U.S. D.C. for the Eastern Dis tr ic t of Pennsylvania; andGoldman, Sachs Co. y..:... Penn CentrCll rpmpany et a1. , ~ ! . D . L . Docket No. 56 in the U.S.D.C. far t h ~ Eastern Dis tr ic t ofPennsylvania, referred to in "St ipula t ion Between Trusteesand Goldman, Sachs Co. If , Doc. No. 'j 4684, whiCh wasapproved by the Court on December 2, 1977) which each ofthem has inst i tu ted against Pennco.

7.04. Reservation of J'..lr isdiction. From andaf t e r the Consummation Date, the Court hereby reservesju r isd ic t ion , which sha l l be exclusive to tne extent thatunder applicable law such ju r isd ic t ion is presentlyexclusive:

(a) To consider and approve the f inalreport of tne peTC Trustees as provided in Section 7.05below;

(b ) To t:.ne extent no;; pre'riouslydetermined by this Court, to fix the amounts of allowancesof compensation for services heretofore or hereaf terrendered and reimbursement:. of expenses heretofore orhereaf ter incurred under Sections 77(c)(2) and 77(c)(12) ofthe Bankruptcy Act in connection with these proceedings orthe Plans or the execution of th is Order;



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(c) To consider and act in the matterof any proof of claim against any of the Debtors or claimfor administration expenses against any of th e Debtors orTrustees, including without l imitation action to deny anysuch claims, to adjudicate the amount or val idi ty thereof,to classify such claims, to provide for th e sat isfact ion ofsuch claims and to approve settlements of any such claims;

(d ) To approve and authorize theimplementation of agreements for the sat isfact ion of any

L-251011:8953

claims of any of the non-bankrupt leased l ines or i ts publicsecurity holders or, alternatively, to adjudicate claimsbetween any of the non-bankrupt leased l ines or i ts publicsecurity holders and the Debtors or the Trustees and toclassify and provide for the sat isfact ion of any l iquidatedclaims of any such non-bankrupt leased l ines or i t s publicsecuri ty holders;

(e ) To consider and act in respect ofany claim of any of the Debtors or Trustees, in respect ofany pet i t ion or matter pending before the Court as of theConsummation Date or in respect of any agreement or matterto which any of the Trustees or Debtors is a party, as towhich the Court presently has asserted jur isdict ion andwhich has not been adjudicated, discharged, resolved orterminated as of th e Consummation Date, including withoutl imitation condemnation awards by state courts and theager.cy agreement established pursuant to Order No. 2297 inthe Penn Central proceedings and Section 211(h) of theRegional Rail Reorganization Act;

(f) To consider and act in the matterof (i) any claim or action against any current or formerTrustee of the property of any of the Debtors, in his



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1011 :8954 DOCUMENTS-TEXTpersonal capaci ty, including 91aims or act ions f i ledpursuant to Section 3.10 above, or act ions against theoff icers or employees of an y of th e Trustees or persons whohave served as directors a t the i r request , ar is ing out ofany act or omission of any such person in respect of th eadministrat ion of the Debtors during thei r respect ivereorganization proceedings, and ( i i ) any application of suchTrustees, off icers or employees or persons who served asdirectors for indemnification from l i ab i l i t i e s and expensesin respect of such act ions, or any otner actions in whichsuch individuals are personally involved, ~ u r s u a n t to th eIndemnification Resolution approved in Section 1.01 abovean d adopted by th e Reorganized Company pursuant toSection 6.03(e) above;

(g ) To consider and act on an yappl icat ion for ins tructions with respect to thedis tr ibution of funds or the issuance of secur i t ies inconnection with this Order and the Plans, to construe th isOrder and the Plans as to matters which may requireinterpretat ion or construction and which are not deal t within this Order an d to consider and act upon an y matter as towhich ju r isd ic t ion is reserved by this Order;

(h) To consider and take appropriateaction with respect to the matters referred to inSection 7.02 above, including action to enforce theinjunct ive pnovisions of that Section; and

( i) To take such fur ther act ion and toenter such fur ther orders as may be necessary to cure anydefect , supply an y omission, reconcile any inconsistency andput into effect and carry out this Order and the Plans and



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REORGANIZATION COURTL-251011:8955

a l l other orders relat ive thereto entered by this Court andto prevent interferences t h e r ~ w i t h i

( j) To the same'extent that the Courtnow possesses jurisdict ion, to adjudicate claims by any ora l l of the public security holders of Mahoning Coal RailroadCompany (Mahoning) to have the Court direct the PCTCTrustees, as majority stockholder of Mahoning, to haveMahoning distr ibute to i t s minority stockholders the i r prorata share of ( i ) the l iquid assets of Mahoning and ( i i ) anynet earnings collected by the Debtor as the resul t of i t soperations of the ra i l properties of Mahoning duringbankruptcYi and to classify and provide for the sat isfact ionof any such claims, provided that th is reservation ofjur isdict ion is without prejudice to th e r ight of any partyto object to any such re l ie f on jurisdict ional , proceduralor other grounds; provided, however, that nothing in thisSection 7.04 shal l be constructed as a reservation of jur isdict ionto change the terms of the Plans as confirmed or any of ther ights vested thereunder or any of the r ights of the holdersof the new securi t ies .

(k) To approve th e Series A and E NoteIndentures which are to be ~ i l e d by the PCTC Trustees or, i fappropriate, the Company on or before April 1. 1979.

,.,itn:n 30 ~ a y : : a r ~ e r tne C ~ ~ s u m ~ a t l ~ n Jate , tn e peTC Trustees shal l ( i ~ e Wl:n t n ~ ~ o u r t a f inal r e ~ o r t c o n s i s t i ~ of a statemen: orrevenues ana expenses covering :ne parioe (rom tne last sucnreport tnrougn the C o n s u m ~ a t i o n Cate and a balance sneet asc:' :ne C.onsur.:;::at.ion Date. ' " i t n i ~ 1:0 cays af ter ':.ne:cnsurnr.:aticn ~ a t e . : ~ e ~ e o r ; 3 n i z e c C O f f i ~ a n y s n a ~ l f i le ~ i t n t . ~ e Court a r e ~ c r t s ta t ing tne ~ r c r e s s ~ a a e t ~ e

Published by CRR PUBLISHING COM PANY, Washington, D. C. 20005 8/24/78


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1011:8956 DOCUMENTS-TEX

~ e n s ~ m m a t i 0 n o( the ?lans a ~ d s U 8 m a r i z l ~ g : ~ e ~ l a i ~ s orl n ~ e r e s t s ~ n i : ~ nave net ~ e ~ n s ~ r r e n : e r e a or releaseda c c o r ~ a n c e ~ : t n to e ?lans ao c ~ n ~