DEBTORS’
PROPOSED ARRANGEMENT PLAN.
To the National Commercial
Court,
I, the undersigning HORACIO
GABRIEL SCAPPARONE, acting in my capacity as President of ALPARGATAS
S.A.I.C., with the assistance of RICARDO MATÍAS RICHARDS as attorney
of counsel, who has already provided evidence of his representative authority,
with domicile established at Av. Leandro N. Alem 1050, Piso 13 (Richards,
Cardinal, Tutzer, Zabala & Zaefferer), in the case entitled “ALPARGATAS
S.A.I.C. s/Concurso Preventivo” Expte. 40.722, (“Alpargatas S.A.I.C. –
Reorganization Proceedings” File No. 40 722) hereby respectfully represent as
follows:
I. PURPOSE.
Pursuant to the provisions of Section 43 and related provisions of Law No. 24
522, as amended (the “Reorganization and Bankruptcy Proceedings Law”) (“LC”), I
hereby file this Proposed Arrangement Plan (the “Proposed Arrangement Plan”)
for the cases entitled “ALPARGATAS S.A.I.C. s/Concurso Preventivo”, and the
cases pending before the same court (as per Section 67 and related provisions
of the Reorganization and Bankruptcy Proceedings Law (“LC”)), “Alpaline S.A.
s/Concurso Preventivo”, Expte. 42.015, “Alpargatas Calzados S.A. s/ Concurso
Preventivo”, Expte. 42.008, “Alpargatas Textil S.A. s/Concurso Preventivo”,
Expte. 42.007, “Textil Catamarca S.A. s/Concurso Preventivo”, Expte. 42.123,
“Calzado Catamarca S.A. S.A.. s/Concurso Preventivo”, Expte. 42.202, and
“Confecciones Textiles S.A. s/ Concurso Preventivo”, Expte. 42.034. (the
“Reorganization Proceedings”).
II. SINGLE PROPOSAL FOR
ALL COMPANIES. PARTICIPATING CREDITORS.
ALPARGATAS S.A.I.C., Alpaline S.A., Alpargatas Calzados S.A., Alpargatas Textil
S.A., Textil Catamarca S.A., Calzado Catamarca S.A. and Confecciones Textiles
S.A. (the “Debtor Companies”), as authorized by a decision issued by the Court
of Appeals for Commercial Matters of the City of Buenos Aires, Division E,
dated October 7, 2003, in the cases styled “Calzado Catamarca S.A. s/ Concurso
Preventivo”, hereby file this joint Proposed Arrangement with Creditors
covering all the unsecured debt of all such companies, consolidated as provided
in the examiner’s general report and consolidated statement of assets and
liabilities attached to the examiner’s general report mentioned in paragraph 3,
in fine, and in paragraph 5, Section 67 of the LC.
Without prejudice to the
foregoing, and for your information, this Proposed Arrangement with Creditors
is filed in all the above-mentioned Reorganization Proceedings.
This proposal is made exclusively to holders of allowed and provisionally
admitted unsecured claims and holders of allowed and provisionally admitted
labor claims (each, a “Holder of Unsecured Claims”, and, together, the “Holders
of Unsecured Claims”) in the Debtors’ Reorganization Proceedings.
This proposal is made only to Holders of Unsecured Claims and not to Holders of
Priority Claims, since payment of such debt will be made as agreed with each
Holder of Priority Claims.
In addition, the Debtors
reserve the right to rely on the provisions of any special financing regimes
now in force as stated in V. below, but deducting from the total computable
amount any unsecured debts held by the tax or other government authority
allowed to be deducted under such regimes, as determined in recent cases by the
competent commercial courts.
The proposal contained
herein supplements the proposal for non-classification of claims filed by the
Debtors on March 15, 2004 in compliance with the provisions of Section 41 of
the LC.
III. THE OPTIONS.
III.A. General
Provisions Applicable to all Options.
III.A.1. Pursuant to the terms and conditions provided above, the
Debtors offer to Holders of Unsecured Claims the following four options (each,
an “Option”, and, together, the “Options”), from which to choose at the time of
consenting to the Proposal, pursuant to the terms and conditions set forth
herein.
III.A.2. Each Holder of an Unsecured Claim
may – at its sole discretion- elect to distribute its claim among the different
Options, provided that each portion of the relevant claim amounts to at least
Argentine Pesos One Thousand (ARG$ 1,000) – the currency in legal tender in the
Republic of Argentina.
As the New Notes (Nuevas
Obligaciones Negociables) Option and/or the Cash Option and/or the New Shares
Option (as defined below) contemplated in the different Options are denominated
in Argentine Pesos for their participation in the Options, those allowed and
provisionally admitted foreign currency unsecured claims will be computed in
Argentine Pesos at the exchange rate applied by this Court in the decision made
pursuant to Section 36 of the LC.
The same exchange rate
shall be applied to the other unsecured claims which, following a petition for
revision of claims or the late filing of proofs of claim, are allowed and
provisionally admitted in foreign currency and are not included in the decision
pursuant to Section 36 of the LC.
III.A.3. In the event that a claim filed by a
Holder of an Unsecured Claim be allowed and provisionally admitted in two or
more reorganization proceedings of the Debtors, for the purposes of this
Proposed Arrangement - and to avoid duplications for the determination of
majorities and payment of such claims – the amount resulting from the
consolidated statement of liabilities determined according to the consolidated
statement of assets and liabilities provided in paragraph 3 in fine of Section
67 of the LC will apply.
III.A.4. Should the Option elected by a
Holder of Unsecured Debt include a debt reduction, such debt reduction shall be
applied first towards any interest accrued until the date of filing of the
petition in reorganization proceedings, if allowed and provisionally admitted,
and then, to principal.
III.A.5. As provided under Section 59,
Paragraph 2 of the LC, Holders of Unsecured Claims, when electing one or more
of the Options, shall consent to the lifting of the Debtors’ overall
prohibition from encumbering and disposing of recordable property.
III.A.6. Holders of Unsecured Claims
consenting to this proposed arrangement are obliged to execute all the
additional documents as requested, in order to evidence their consent to this
proposed arrangement with creditors, and/or approval hereof by the court.
III.A.7. The Debtors hereby expressly
reserve the right to modify the proposal, if appropriate, as provided in the
consents given to the terms and conditions set forth in VI.
III.B. General Provisions Applicable to Options A, B and C providing the
delivery of Notes (Obligaciones Negociables Simples) (hereinafter collectively,
the “New Notes”)
III.B.1. Delivery of New
Notes.
Delivery of New Notes will take place after a final and non-appealable judgment
having the effects of res judicata has been passed upon approval of the
proposal by the Court (hereinafter, the “Court Approval”), and once all
corporate action and mandatory authorizations have been taken and obtained.
The new notes will
constitute obligaciones negociables under the Negotiable Obligations Law (Ley
de Obligaciones Negociables), and any other applicable rules or regulations
applicable in Argentina, and will be issued as required under such law.
III.B.2. Principal
Payment and Interest Accruance Periods.
Principal Payment Periods and Interest Periods will be computed from the dates
stated in each Option, as detailed below. Payment of principal and interest
will be payable at the expiration of the respective period.
III.B.3. Public Offering
of New Notes.
In principle, the New Notes issued will not be registered for public offering,
and, accordingly, no registration requirements for public offering and
registration to trade the Notes will be required.
However, ALPARGATAS
S.A.I.C. undertakes to file for approval of public offering with the Argentine
Securities Commission (Comisión Nacional de Valores) of such series of
securities, if registered holders representing two thirds of principal in such
New Notes series, no later than 12 months following the date on which Court
Approval is obtained, expressly request so in writing to ALPARGATAS S.A.I.C.
such approval for public offering.
Additionally, ALPARGATAS
S.A.I.C. may, at its sole discretion, file for approval of public offering of
one or more series of New Notes, issued in compliance with the Proposed
Arrangement, by complying with any and all registration formalities.
III.B.4. Registrar for
the New Notes.
The New Notes issued in registered form will be registered by Caja de Valores
(as per Decree No. 659/74) or by any other authorized agent.
III.B.5. Payment of New
Notes.
The payment agent will be ALPARGATAS S.A.I.C. or, failing that, Caja de Valores
or any other authorized agent.
All payments will be made
on business days. If any payment on a note is due on a day that is not a
business banking day then, such payment may be made on the next succeeding
business banking day, with the same force and effect as if made on the date for
such payment, and no interest will accrue for the period from and after such
due date to such next succeeding business day.
Once that the bar of
statute of limitations of the Notes has ocurred, ALPARGATAS S.A.I.C. will be
released and discharged from any claim emerging from the New Notes. Any payment
with respect to the Notes that remains unclaimed after such bar of statute of
limitations became effective, will be repaid to ALPARGATAS S.A.I.C. by the
payment agent.
III.B.6. Redemption.
ALPARGATAS S.A.I.C.
may redeem all the New Notes, in whole or in part.
ALPARGATAS S.A.I.C. will
announce the redemption of the Notes to the holders of the New Notes through
publication for three days in the Official Gazette and in a newspaper of major
circulation in the City of Buenos Aires, at least fifteen days prior to the
redemption date, of a notice stating the date on which redemption price will be
made available to Note Holders. Such notice must include the following
information:
(i) the date, time and
place where early redemption is to be made, and opening hours for that purpose
will not less than four hours a day (between 9:00 AM and 6:00 PM) and a place
in the City of Buenos Aires;
(ii) that redemption price will be equal to the principal amount of New Notes
so redeemed, plus accrued interest thereon up to the redemption date.
(iii) that on redemption
date the redemption price will be due and payable in respect of the New Notes
to be so redeemed, and as from that date no interest will accrue thereon.
Redemption of New Notes
will be mandatory for Holders of New Notes.
III.C. The Options.
Holders of Unsecured Claims may select from the following four Options
III.C.1. Option A: 25- Year Notes.
As a first Option (“Option A”), the Debtors offer to pay a hundred per cent
(100 %) – in Argentine Pesos – of the amount of allowed or provisionally
admitted unsecured claims held by Holders of Unsecured Claim who have selected
this Option A, by delivering 25- Year Notes (hereinafter, the “25- Year
Notes”), under the following terms and conditions:
|
Securities: |
Notes – not registered for Public Offering, as
provided under III.B.3. hereof. |
|
Currency: |
Argentine Pesos. |
|
Principal
Amount: |
The Debtors will issue Argentine Peso denominated
25- Year Notes equal to one hundred per cent (100%) – in Argentine Pesos - of
the amount of allowed or provisionally admitted unsecured claims held by
Holders of Unsecured Claims who have selected or have been allocated to this
Option A. |
|
Issuer:
|
ALPARGATAS S.A.I.C. |
|
Guarantors:
|
ALPALINE S.A., ALPARGATAS CALZADOS S.A., ALPARGATAS
TEXTIL S.A., TEXTIL CATAMARCA S.A., CALZADO CATAMARCA S.A., and CONFECCIONES
TEXTILES S.A. |
|
Term
or Maturity: |
Twenty-five (25) Years – “Year” shall mean a period
of 365 days to be computed as from the date when Court Approval is obtained. |
|
Principal
Payment: |
In fifteen (15) equal consecutive annual
installments. The first installment will be due and payable on the eleventh
(11) anniversary. |
|
Annual
Interest Rate: |
Fixed – Step-Up Rate, to be computed as follows: |
|
Accrual
and Payment of Interest: |
The 25-Year Notes will bear interest per annum as
from Year 3. Interest will be payable semiannualy at the end of each period
on the average debit balance thereof. The semiannual interest rate will be
determined by dividing the applicable Annual Interest Rate by three hundred
and sixty-five (365) days, and then multiplying the resulting figure by the
number of days elapsed as from the last interest payment date or from the
initial interest bearing date, as provided under the terms and conditions of
Option A. |
|
Form
and denomination: |
The 25-Year Notes will be issued in registered form
in denominations of ARG$1 and integral multiples of ARG$1, not convertible
into shares. |
|
Applicable
Law: |
The 25–Year Notes will be governed and construed in
accordance with the laws of the Republic of Argentina, and particularly in
accordance with Argentine Law No. 23962, or the Negotiable Obligations Law,
as amended). |
III.C.2. Option B: 15-Year Notes.
As a second Option (“Option B”), the Debtors offer to pay fifty per cent (50 %)
– in Argentine Pesos – of the amount of allowed or provisionally admitted
unsecured claims held by Holders of Unsecured Claims who have selected this
Option B, by delivering 15- Year Notes (hereinafter, the “15- Year Notes”). Therefore,
Holders of Unsecured Claims selecting this Option B will receive, as payment
for an ARG$1,000 claim, 15- Year Notes with a principal amount of ARG$500,
under the following terms and conditions:
|
Securities:
|
Notes – not registered for Public Offering, as
provided under III.B.3. hereof. |
|
Currency: |
Argentine Pesos. |
|
Principal
Amount: |
The Debtors will issue Argentine Peso denominated
15- Year Notes equal to fifty per cent (50%) – in Argentine Pesos - of the
amount of allowed or provisionally admitted unsecured claims held by Holders
of Unsecured Claims who have selected or have been allocated to this Option
B. |
|
Issuer: |
ALPARGATAS S.A.I.C. |
|
Guarantors: |
ALPALINE S.A., ALPARGATAS CALZADOS S.A., ALPARGATAS
TEXTIL S.A., TEXTIL CATAMARCA S.A., CALZADO CATAMARCA S.A. and CONFECCIONES
TEXTILES S.A. |
|
Term
or Maturity: |
Fifteen (15) Years. |
|
Principal
Payment: |
In ten (10) equal consecutive annual installments.
The first installment will be due and payable on the sixth (6th) anniversary. |
|
Annual
Interest Rate: |
Fixed – Step-Up Rate, to be computed as follows: |
|
Accrual
and Payment of Interest: |
The 15- Year Notes will bear interest per annum as
from Year 1, which interest will be due and payable on the average debt
balance semiannually and at the expiration of each due period. The semiannual
interest rate will be determined by dividing the applicable Annual Interest
Rate by three hundred and sixty-five (365) days, and then multiplying the
resulting figure by the number of days elapsed as from the last interest
payment date or from the initial interest bearing date, as provided under the
terms and conditions of Option B. |
|
Form
and denomination: |
The 15- Year Notes will be issued in registered
form in denominations of ARG$1 and integral multiples of ARG$1, not
convertible into shares. |
|
Applicable
Law: |
The 15 – Year Notes will be governed and construed
in accordance with the laws of the Republic of Argentina, and particularly in
accordance with Argentine Law No. 23962, or the Negotiable Obligations Law,
as amended). |
III.C.3. Option C: Mixed Option: Cash/ Non-Interest Bearing Notes.
As a third Option (“Option C”), the Debtors offer to pay: 1) An amount in cash
- in Argentine Pesos - equal to seven per cent (7%) of the amount of allowed or
provisionally admitted unsecured claims held by Holders of Unsecured Claims who
have selected this Option C and; 2) An amount equal to eighteen per cent (18%)
– in Argentine Pesos- of the amount of allowed or provisionally admitted
unsecured claims held by Holders of Unsecured Claims who have selected this
Option C, by delivering Argentine Peso denominated Notes (hereinafter the
“Non-Interest Bearing Notes”) (Obligaciones Negociables sin Intereses).
Therefore, Holders of Unsecured Claims selecting this Option C will receive as
total payment for an ARG$ 1,000 claim the amount of Seventy Argentine Pesos
(ARG$70) in cash, and 15- Year Non-Interest Bearing Notes for a face value of
Pesos 180 (ARG$180), under the following terms and conditions:
Option C Maximum
Payment: Unsecured
claims not exceeding the amount of Fifty Million Pesos (ARG$ 50,000,000) par
value will be allocated to Option C. In the event that Holders of Unsecured
Claims representing more than Fifty Million Pesos (Argentine ARG$ 50,000,000)
selected Option C, such claims will be applied as follows: (i) the obligations
to be performed by the Debtors in Option C will divided ratably among those
Holders of Unsecured Claims who have selected Option C, until full payment of
unsecured claims in the amount of Fifty Million Pesos (ARG$ 50,000,000); (ii)
Any surplus in the amount of unsecured claims will be allocated to the Option
which each Holder of Unsecured Claims at the time of consenting to the Proposed
Arrangement has selected as an alternate Option to Option C; (iii) Holders of
Unsecured Claims who at the time of consenting to the Proposed Arrangement have
not exercised their right to opt for one of the alternate options will be
deemed to have elected Option D, and any amount in excess of their claim will
be reallocated to Option D.
Since Option C included in
this proposed arrangement includes a maximum payment to be selected, Holders of
Unsecured Claims consenting to the proposal by selecting this Option C must
also select another Option –as an alternate Option- among the options offered
herein, other than the one they have already opted for. Once the maximum
payment set in such Option has been applied and the pro rata division provided
in (i) above has been made, the portion of such allowed or provisionally admitted
unsecured claims as may not be paid through Option C will be reallocated to the
alternate Option selected by the Holder of Unsecured Claims. If a Holder of
Unsecured Claims has not selected a alternate option, the provisions set forth
in (iii) above shall apply.
Cash Payment:
|
Amount: |
ALPARGATAS S.A.I.C. will pay an amount equal to
seven per cent (7%) of the amount of the allowed or provisionally admitted
unsecured claim allocated to this Option C, on a date that is 30 days after
the date when Court Approval is obtained. Such payment will be made at the
offices of ALPARGATAS S.A.I.C. (Azara 841, piso 5º, Capital Federal,
República Argentina), or at such other address designated by ALPARGATAS
S.A.I.C. before court. |
|
Currency: |
Argentine Pesos |
|
Guarantors: |
ALPALINE S.A., ALPARGATAS CALZADOS S.A., ALPARGATAS
TEXTIL S.A., TEXTIL CATAMARCA S.A., CALZADO CATAMARCA S.A. and CONFECCIONES
TEXTILES S.A. |
Payment in Non-Interest Bearing Notes:
|
Securities: |
Notes– not registered for Public Offering, as
provided under III.B.3. hereof. |
|
Currency:
|
Argentine Pesos |
|
Principal
Amount: |
The Debtors will issue 15- Year Non-Interest
Bearing Notes in an amount which is equal to eighteen per cent (18%) – in
Argentine Pesos - of the amount of allowed or provisionally admitted
unsecured claims held by Holders of Unsecured Claims who have selected this
Option C. |
|
Issuer: |
ALPARGATAS S.A.I.C. |
|
Guarantors: |
ALPALINE S.A., ALPARGATAS CALZADOS S.A., ALPARGATAS
TEXTIL S.A., TEXTIL CATAMARCA S.A., CALZADO CATAMARCA S.A. and CONFECCIONES
TEXTILES S.A. |
|
Term
or Maturity: |
Fifteen (15) Years. |
|
Principal
Payment: |
In four (4) equal consecutive annual installments ,
each amounting to (4.5%) of the unsecured claim amount allocated to Option C.
The first installment will be due and payable on the twelve (12°)
anniversary. |
|
Annual
Interest Rate: |
No interest. |
|
Form
and denomination: |
The Non-Interest Bearing Notes will be issued in
registered form in denominations of ARG$1 and integral multiples of ARG$1,
not convertible into shares. |
|
Applicable
Law: |
The
Non-Interest Bearing Notes will be governed and construed in accordance with
the laws of the Republic of Argentina, and particularly in accordance with
Argentine Law No. 23962, or the Negotiable Obligations Law, as amended). |
III.C.4.Option D: Conversion of Debt into Shares.
4.1. As a fourth Option (“Option D”), the Debtors offer to pay such
allowed or provisionally admitted unsecured claims allocated to this Option by
converting eighty per cent (80%) of the amounts in such allowed or
provisionally admitted unsecured claims – in Argentine Pesos – into shares in
ALPARGATAS S.A.I.C., under the following terms and conditions:
4.2. Holders of Unsecured Claims who
elect or whose claims are allocated to this Option D, shall be irrevocably
deemed to have agreed and accepted to subscribe for and pay Common Shares, of
the par value of One Peso (ARG$ 1) each, issued by ALPARGATAS S.A.I.C., at a
premium on stock issue of Eleven Pesos (ARG$11), (hereinafter, the “New
Shares”), in the amount resulting from the procedure described under 4.1 above.
Accordingly, there will be one (1) New Share for each Twelve Pesos (ARG$12) of
the amount which represents eighty per cent (80%) of the allowed or
provisionally admitted unsecured claims held by Holders of Unsecured Claims who
elect or whose claims are allocated to this Option D. Therefore, Holders of
Unsecured Claims selecting this Option will receive as total payment for an
ARG$ 1,500 claim 100 Common Shares, of the par value of One Peso (ARG$ 1) each,
issued by ALPARGATAS S.A.I.C. If the allocation of allowed or provisionally
admitted unsecured claims under this Option results in fractional shares of
less than ARG$1 in par value of New Shares, any amounts equal to or less than
ARG$ 0.49 will be adjusted downwards, and any amounts equal to or less than
ARG$ 0.50 will be adjusted upwards.
4.3. New Shares will be issued with a
par value of ARG$1 (Argentine Pesos One), will be entitled to One (1) vote, and
will be entitled to dividends as from ALPARGATAS S.A.I.C fiscal year beginning
after the Court Approval was obtained.
4.4. ALPARGATAS S.A.I.C. undertakes to
call a Special Stockholders Meeting for the issue of New Shares no later than
90 days following the date of Court Approval, and take all such corporate
action as may be necessary to allow existing shareholders to exercise their
preemptive rights, and file for authorization for the issuance of New Shares
before the Argentine Securities Commission and Buenos Aires Stock Exchange
(Bolsa de Comercio de la Ciudad de Buenos Aires), by filing all such documents
as may be required under applicable law.
III.D. Option for
creditors who have not consented to the Proposal, or who have consented to the
Proposal without selecting any of the Options available:
Holders of Unsecured Claims who by the end of the time period accorded to
debtors for submission of an arrangement plan have not consented to the
Proposal, Holders of Unsecured claims who have consented but not selected one
or more Options, and Holders of Unsecured Claims allowed by a court decision
whereby the issue has become res judicata not included under the decision
issued under Section 36 of LC, will be allocated to Option A.
III.E. Fulfillment of the Arrangement:
The Proposed Arrangement with Creditors shall be deemed duly fulfilled in
accordance with Section 59 of the LC as soon as the New Notes and/or New Shares
or Cash, depending on the Option elected, are made available to Holders of
Unsecured Claims.
The Debtors will be, then,
entitled to request that the Reorganization Proceedings be concluded, and
request the lifting of the Debtors’ overall prohibition from encumbering and
disposing of recordable property.
IV. RULES FOR CONTROL AND ADMINISTRATION. LIMITATIONS.
IV. a. Control by Final
Creditors’ Committee.
The Debtors propose
that a Final Creditors’ Committee be in charge of controlling the fulfillment
of this proposal from the date of Court Approval until due fulfillment hereof.
Such Final Creditors’ Committee will be formed by the following Holders of
Unsecured Claims: 1º) Hilado S.A., 2º) Trans-City S.A., and 3º) Carlos Pastene
S.R.L.
The Final Creditors’ Committee will be in charge of controlling due fulfillment
of the proposed arrangement with creditors, and will cease performing such
duties upon fulfillment of such proposed arrangement, as soon as the New Notes
and/or New Shares or Cash, depending on the Option elected, are made available
to Holders of Unsecured Claims.
Members of the Final
Creditors’ Committee will receive no remuneration for duties performed as such
during the effectiveness of this Proposed Arrangement.
IV. b. Administration
and Limitations.
As long as this Proposal is in force and effect, the Debtors will be able to
manage and dispose of their assets without restriction, undertaking to fulfill
this Proposed Arrangement; and that until due fulfillment hereof they undertake
to:
i) maintain in effect its
corporate existence and all registrations necessary therefore, without
prejudice to any of the Debtors’ right to be merged into another;
ii) take all actions to
maintain all rights, privileges, titles to property, franchises and the like
necessary in the normal conduct of its business, activities or operations;
iii) keep all its property
useful in the conduct of the Debtor’s business in good condition, repair and
working order, provided that nothing contained herein will impose a limitation
on the sale of property not useful in the conduct of the Debtor’s business;
iv) maintain true and
correct books, accounts and records kept in accordance with Argentina GAAP and
applicable law, of all their dealings and transactions in connection with their
business and operations;
v) not to dispose or
encumber any of its essential assets;
vi) immediately inform the
Creditors’ Committee about any event which may substantially affect its
business or financial condition.
V. RIGHT TO MODIFY.
The Debtors reserve the right to subordinate debts to refinancing or
rescheduling regimes, which are now in force or may thereafter be passed, under
general or special legal provisions of the financing and tax systems, including
among them those passed by federal, provincial or local authorities, and which
may apply to the claims allowed or provisionally admitted, with the right to
grant any security therefore.
After the arrangement with
creditors has received court approval, if any national, provincial, and/or
municipal government were a registered holder of New Notes, ALPARGATAS S.A.I.C.
reserves the right to pay principal, interest and any early redemption price of
such New Notes to such holders by delivering new sovereign debt securities
issued by the respective national, provincial and/or municipal government,
provided that such manner of payment is permitted under applicable law.
VI. Consent to Modifications to the Proposed Arrangement.
Holders of Unsecured Claims who consent to this proposed Arrangement will be
deemed to have consented to any modification made by the Debtors to the Option
or Options selected by such holders, provided that such modifications
constitute objective improvements in the Option or Options selected by such
holders.
Unless the terms and
conditions of this proposed arrangement have been adversely modified, the
acceptance of this proposed arrangement by such Holders of Unsecured Claims
shall be irrevocable. Without prejudice to the foregoing, if after the
acceptance of the Proposed Arrangement, the Debtors modify one or more of the
Options contained therein, Holders of Unsecured Claims who have consented to
the arrangement based on the prior Options, will have without prejudice to the
effectiveness of their general consent to the Proposed Arrangement, within a
period not to exceed 30 running days after Court Approval, to elect modifying
in whole or in part the Option or Options initially selected, by the Option or
Options so modified.
The Debtors have prepared
this Proposed Arrangement considering their current and real ability to duly
fulfill this proposed arrangement, and with the intention to preserve their
assets for the normal conduct of business. Consequently, the Debtors reserve
the right to modify this Proposed Arrangement depending on the eventual changes
in economic conditions considered at the time of presentation of this proposed
arrangement.
VII. CONSENT BY GUARANTORS
Alpargatas Calzados S.A.,
Alpargatas Textil S.A., Textil Catamarca S.A., Alpaline S.A., Confecciones
Textiles S.A. y Calzado Catamarca S.A., in their capacity as guarantors of the
Options pursuant to III herein, hereby consent to this Proposed Arrangement by
subscribing these presents through their President, Horacio Gabriel Scapparone.
VIII. PRAYER.
On the basis of the foregoing, I hereby request from this Court:
1. That this Proposed Arrangement Plan
filed by ALPARGATAS S.A.I.C. jointly with ALPALINE S.A., ALPARGATAS CALZADOS
S.A., ALPARGATAS TEXTIL S.A., TEXTIL CATAMARCA S.A., CALZADO CATAMARCA S.A. and
CONFECCIONES TEXTILES S.A., be considered duly submitted.
2. That these presents be notified to
all interested parties.