Opinion
Case No. 02-13533 (AJG), (Jointly Administered)
February 26, 2003
Upon the motion dated February 14, 2003 (the "Motion") of WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), for an interim order (the "Order") pursuant to sections 362 and 105(a) of title 11, United States Code (the "Bankruptcy Code") (i) establishing notification procedures and approving restrictions on certain transfers of claims against and interests in the debtors and (ii) scheduling a final hearing pursuant to the case management order, as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 19, 1984 (Ward, Acting C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. § 1408 and 1409; and due and proper notice of the Motion having been provided pursuant to this Court's case management order dated December 23, 2002, and no other or further notice need be provided; and the relief requested in the Motion being in the best interests of the Debtors and their estates and creditors; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY FOUND THAT:
A. The Debtors' consolidated net operating loss ("NOL") carryforwards and certain other tax attributes are property of the Debtors' estates and are protected by the automatic stay prescribed in section 362 of the Bankruptcy Code.
B. Unrestricted trading by creditors in claims against and stockholders in interests in the Debtors prior to the Debtors' emergence from chapter 11 could severely limit the Debtors' ability to utilize their NOL carryforwards and certain other tax attributes for U.S. federal income tax purposes, as set forth in the Motion.
C. The interim procedures requested in the Motion to notify holders of claims against and interests in the Debtors that (i) certain sales or transfers of claims against or interests in the Debtors are enjoined by virtue of the automatic stay and (ii) certain procedures must be satisfied before the sale or other transfer of certain claims against the Debtors may be deemed effective, are necessary and proper in order to preserve the Debtors' NOL carryforwards and certain other tax attributes pending final approval of the requested procedures and are therefore in the best interests of the Debtors, their estates, and their creditors.
D. The relief requested in the Motion is authorized under sections 362 and 105(a) of the Bankruptcy Code.
E. On February 18, 2003 (the "Entry Date"), the Court signed an Interim Order Pursuant to Sections 362 and 105(a) of the Bankruptcy Code (i) Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Claims Against and Interests in the Debtors and (ii) Scheduling an Interim Hearing Pursuant to the Case Management Order ("Initial Interim Order"). This Order will supersede the Initial Interim Order.
THEREFORE, IT IS ORDERED THAT:
1. The Motion is granted on an interim basis. .
2. Until further order of this Court to the contrary, any sale or other transfer in violation of the procedures set forth in the Motion shall be null and void ab initio as an act in violation of the automatic stay prescribed in sections 362 and 105(a) of the Bankruptcy Code. Any such sales or other transfers consummated prior to the Entry Date, and any sales or other transfers initiated on or prior to February 14, 2003 that are evidenced by a written agreement legally obligating the proposed purchaser and seller to consummate the transaction, even if such written agreement is subject to further documentation to consummate the transaction, shall not be subject to this Order (all such sales or other transfers referred to herein and in the Exhibits hereto as "Pre-Order Trades").
3. Any person and any entity within the meaning of Section 382 of the Internal Revenue Code ("Entity") is stayed, prohibited, and enjoined, pursuant to sections 362 and 105(a) of the Bankruptcy Code, (i) in the case of a person or Entity who does not Own (as defined below) any class of Stock, or who Owns less than 4.75% of each class of Stock, from purchasing, acquiring, or otherwise obtaining Ownership of an amount of any class of common stock or preferred stock of WorldCom, Inc. (the "Stock") which, when added to such person's or Entity's total Ownership of such class of Stock, if any, equals or exceeds 4.75% of such class of Stock, or (ii) in the case of a person or Entity who Owns at least 4.75% of any class of Stock, from purchasing, acquiring, or otherwise obtaining ownership of any additional shares of Stock.
4. Any person or Entity that proposes to purchase, acquire or otherwise obtain Ownership ("Acquire" or "Acquisition"), and any other person or Entity who by reason of such transaction would obtain Ownership, of general unsecured claims against the Debtors (including, but not necessarily limited to, claims incurred in the ordinary course of business and all debt securities issued by WorldCom, Inc. or its debtor subsidiaries MCI Communications Corporation and Intermedia Communications Inc.) or preferred securities issued by MCI Capital I (i.e., the QUIPS), which are treated for federal income tax purposes as indebtedness of the Debtors, (all such claims and securities are hereinafter referred to as the "Restricted Securities") that, when added to that person's or Entity's prior Ownership of Restricted Securities, would result in Ownership of an aggregate amount of Restricted Securities that equals or exceeds $1 billion (including principal and accrued interest as of July 21, 2002, the "Commencement Date"), must, at least ten (10) days before any such transaction, file with this Court and serve on the Debtors and their attorneys a notice in the form annexed as Exhibit "E" to the Motion. The previous sentence, however, shall not apply to the following persons in connection with the following proposed Acquisitions (the "Excepted Acquisitions"): (i) a person or Entity who proposes to Acquire bonds of WorldCom, Inc. issued in May 2001 (the "2001 Bonds") if such person or Entity has not Acquired and retained Ownership of any other Restricted Security since January 21, 2001; (ii) a person or Entity who Owns an aggregate amount of Restricted Securities equal to or in excess of $2.1 billion (including principal and accrued interest as of the Commencement Date) if and only in the circumstance that (A) such person or Entity proposes to Acquire Restricted Securities from a seller or other transferor (the "Seller") who Owns an aggregate amount of Restricted Securities equal to or in excess of $2.1 billion (including principal and accrued interest as of the Commencement Date), (B) the Restricted Securities that such person or Entity proposes to Acquire from such Seller had been Acquired by such Seller after January 21, 2001, and (C) such Acquisition is reasonably certain not to adversely affect the ability of the Debtors to formulate and implement a plan of reorganization, reasonably within the realm of potential plans, satisfying the requirements of section 382(1)(5) of the Internal Revenue Code; and (iii) a person or Entity (the "Proposed Transferee") who proposes to Acquire any Restricted Securities (the "Proposed Acquisition") if such transaction would not cause such Proposed Transferee's Ownership of Restricted Securities to exceed the amount of Restricted Securities that the Proposed Transferee Owned as of the Entry Date after giving effect to any Pre-Order Trades, but this exception to the notice requirement shall apply to a proposed Acquisition of Restricted Securities only to the extent of the amount (if any) of Restricted Securities (exclusive of 2001 Bonds and exclusive of any such Restricted Securities that have previously been taken into account in applying this clause (iii)) Acquired by the Proposed Transferee since January 21, 2001 and sold by such Proposed Transferee, after the Entry Date and prior to the Proposed Acquisition, to another person or Entity (the "Prior Transferee") who did not Own an aggregate amount of Restricted Securities (taking into account the Restricted Securities sold to the Prior Transferee by the Proposed Transferee) equal to or in excess of $1 billion (including principal and accrued interest as of the Commencement Date); provided, however, that notwithstanding anything in this paragraph to the contrary, Excepted Acquisitions are subject to the notice requirements described in Exhibit "F". The Debtors will then have ten (10) days after receipt of such notice filing to object to such transaction. If the Debtors file an objection (which shall be served on the prospective purchaser) and seek an expedited hearing before this Court on the objection, then the transaction will not be effective unless approved by order of this Court. If the Debtors do not object within such ten (10) day period, then such transaction may proceed solely as set forth in the applicable notice. Each additional transaction within the scope of this paragraph must be the subject of an additional notice as set forth herein with the applicable waiting period. If the Debtors voluntarily advise such person or Entity in writing prior to the 10th day that the Debtors do not object, the person or Entity may proceed to acquire the subject claims. The Debtors shall not object to a proposed transaction if it is reasonably certain, taking into account all relevant facts and circumstances existing at the time, as well as anticipating reasonably possible future circumstances (excluding future transfers of Restricted Securities), that the proposed Acquisition would not render section 382(1)(5) of the Internal Revenue Code unavailable in connection with the formulation and implementation of the Debtors' plan of reorganization, and the foregoing shall be the Court's standard of review of any proposed Acquisition.
5. For the purposes of this Order, "Ownership" of a claim against, or stock of, the Debtors shall be determined in accordance with applicable rules under section 382 of the Internal Revenue Code and, thus, as provided in such rules but without expanding the meaning of "Ownership" beyond its meaning under such rules, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own an allocable share of the shares owned or acquired by its subsidiaries), ownership by members of such person's family and certain persons acting in concert, and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning.
6. The Debtors may waive, in writing, any and all restrictions, stays, and notification procedures contained in this Order.
7. A hearing to determine whether the procedures described in this Order should be approved on a final basis by a final order (the "Final Order") will be held on March 4, 2003.
8. The Debtors shall serve a notice of the entry of this Order, substantially in the form annexed to the Motion as Exhibit "D" describing the authorized interim procedures and the hearing date of March 4, 2003, on (i) the Service List, as identified in the Case Management Order dated December 23, 2002 (the "Case Management Order"), and (ii) any indenture trustee(s) or transfer agent(s) for the Restricted Securities or Stock, as applicable. Upon receipt of such notice, any indenture trustees and transfer agents shall send such notice to all holders of the Restricted Securities or Stock, as applicable, registered with such indenture trustee or transfer agent. Any such registered holder shall, in turn, provide such notice to any holder for whose account such registered holder holds Restricted Securities or Stock, as applicable. Any such holder shall, in turn, provide such notice to any person or entity for whom such holder holds the Restricted Securities or Stock, as applicable. Additionally, the Debtors shall post the notice on the Independent Website (www.elawforworldcom.com) established by the Case Management Order for posting of documents in the Debtors' cases and shall publish the notice in the Wall Street Journal.
9. The requirements set forth in this Order are in addition to the requirements of Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith.
10. The relief granted in this Order is intended solely to permit the Debtors to protect, preserve and maximize the value of their NOL carryforwards and certain other tax attributes. Accordingly, except to the extent this Order expressly conditions or restricts trading in claims against and interests in the Debtors, nothing in this Order or in the Motion shall or shall be deemed to prejudice, impair or otherwise alter or affect the rights of any holders of claims against or interests in the Debtors, including in connection with the treatment of any such claims or interests under any plan of reorganization. Moreover, promptly upon receiving the Ownership information to be provided by holders pursuant to this Order and from time to time following any updates thereto or other material change in underlying facts or circumstances, the Debtors shall use reasonable efforts to determine, in good faith, whether there exists a reasonable possibility that section 382(1)(5) of the Internal Revenue Code will be available in connection with the formulation and implementation of the Debtors' plan of reorganization and upon a determination that no such reasonable possibility exists, the Debtors shall promptly inform this Court of such determination, in which case the Court shall amend the Final Order to vacate the portions of the Final Order that require notice by certain holders of Restricted Securities of intent to Acquire Restricted Securities.
11. The requirement under Rule 9013-1(b) of the Local Bankruptcy Rules for the Southern District of New York for the filing of a memorandum of law is waived.
EXHIBIT D
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re Chapter 11 Case No. WORLDCOM, INC., et al., 02-13533 (AJG)
(Jointly Administered) Debtors.NOTICE OF INTERIM ORDER (i) ESTABLISHING NOTIFICATION PROCEDURES AND APPROVING RESTRICTIONS ON CERTAIN TRANSFERS OF CLAIMS AGAINST AND INTERESTS IN DEBTORS AND (ii) SCHEDULING FINAL HEARING PURSUANT TO CASE MANAGEMENT ORDER
TO ALL PERSONS OR ENTITIES WITH CLAIMS AGAINST OR EQUITY INTERESTS IN ANY OF THE DEBTOR ENTITIES LISTED IN THE ANNEXED SCHEDULE A:
PLEASE TAKE NOTICE that on July 21, 2002 and November 8, 2002, the debtor entities listed in the annexed Schedule "A" (collectively, the "Debtors") commenced cases under chapter 11 of title 11, United States Code (the "Bankruptcy Code"). Section 362(a) of the Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors' estates or of property from the Debtors' estates or to exercise control over property of the Debtors' estates.
PLEASE TAKE FURTHER NOTICE that on February 14, 2003, the Debtors filed a motion seeking entry of an interim order pursuant to sections 362 and 105(a) of title 11, United States Code (the "Bankruptcy Code") (i) establishing notification procedures and approving restrictions on certain transfers of claims against and interests in the debtors and (ii) scheduling a filing hearing pursuant to the case management order (the "Motion").
PLEASE TAKE FURTHER NOTICE that on February 18, 2003, the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") having jurisdiction over these chapter 11 cases entered an initial interim order (i) finding that the Debtors' net operating loss ("NOL") carryforwards and certain other tax attributes are property of the Debtors' estates and are protected by section 362(a) of the Bankruptcy Code; (ii) finding that unrestricted trading of certain claims against and interests in the Debtors could severely limit the Debtors' ability to utilize their NOL carryforwards and certain other tax attributes for U.S. federal income tax purposes, (iii) approving the interim procedures set forth below in order to preserve the Debtors' NOL carryforwards and certain other tax attributes pursuant to sections 362(a) and 105(a) of the Bankruptcy Code, and (iv) scheduling a hearing to authorize on a final basis the procedures set forth below (the "Order"). Any sale or other transfer in violation of the procedures set forth below shall be null and void ab initio as an act in violation of the automatic stay under sections 362 and 105(a) of the Bankruptcy Code. Any such sales or other transfers consummated prior to the Entry Date, and any sales or other transfers initiated on or prior to February 14, 2003 that are evidenced by a written agreement legally obligating the proposed purchaser and seller to consummate the transaction, even if such written agreement is subject to further documentation to consummate the transaction, shall not be subject to the Order (all such sales or other transfers referred to herein as "Pre-Order Trades").
PLEASE TAKE FURTHER NOTICE that any person and any entity within the meaning of section 382 of the Internal Revenue Code ("Entity") is stayed, prohibited, and enjoined, pursuant to sections 362 and 105(a) of the Bankruptcy Code, (i) in the case of a person or Entity who does not Own (as defined below) any class of common stock and preferred stock of WorldCom, Inc. (the "Stock"), or who Owns less than 4.75% of each class of Stock, from purchasing, acquiring, or otherwise obtaining Ownership of an amount of any class of Stock which, when added to such person's or Entity's total Ownership of such class of Stock, if any, equals or exceeds 4.75% of such class of Stock, or (ii) in the case of a person or Entity who Owns at least 4.75% of any class of Stock, from purchasing, acquiring, or otherwise obtaining Ownership of any additional shares of Stock.
PLEASE TAKE FURTHER NOTICE that any person or Entity that proposes to purchase, acquire or otherwise obtain Ownership ("Acquire" or "Acquisition"), and any other person or Entity who by reason of such transaction would obtain Ownership, of general unsecured claims against the Debtors (including, but not necessarily limited to, claims incurred in the ordinary course of business and all debt securities issued by WorldCom, Inc. or its debtor subsidiaries MCI Communications Corporation and Intermedia Communications Inc.) or preferred securities issued by MCI Capital I (i.e., the QUIPS), which are treated for federal income tax purposes as indebtedness of the Debtors, (all such claims and securities are hereinafter referred to as the "Restricted Securities") that, when added to that person's or Entity's prior Ownership of Restricted Securities, would result in Ownership of an aggregate amount of Restricted Securities that equals or exceeds $1 billion (including principal and accrued interest as of July 21, 2002, the "Commencement Date"), must, at least ten (10) days before any such transaction, file with this Court and serve on the Debtors and their attorneys a notice in the form annexed as Exhibit "E" to the Motion. The previous sentence, however, shall not apply to the following persons in connection with the following proposed Acquisitions (the "Excepted Acquisitions"): (i) a person or Entity who proposes to Acquire bonds of WorldCom, Inc. issued in May 2001 (the "2001 Bonds") if such person or Entity has not Acquired and retained Ownership of any other Restricted Security since January 21, 2001; (ii) a person or Entity who Owns an aggregate amount of Restricted Securities equal to or in excess of $2.1 billion (including principal and accrued interest as of the Commencement Date) if and only in the circumstance that (A) such person or Entity proposes to Acquire Restricted Securities from a seller or other transferor (the "Seller") who Owns an aggregate amount of Restricted Securities equal to or in excess of $2.1 billion (including principal and accrued interest as of the Commencement Date), (B) the Restricted Securities that such person or Entity proposes to Acquire from such Seller had been Acquired by such Seller after January 21, 2001, and (C) such Acquisition is reasonably certain not to adversely affect the ability of the Debtors to formulate and implement a plan of reorganization, reasonably within the realm of potential plans, satisfying the requirements of section 382(1)(5) of the Internal Revenue Code; and (iii) a person or Entity (the "Proposed Transferee") who proposes to Acquire any Restricted Securities (the "Proposed Acquisition") if such transaction would not cause such Proposed Transferee's Ownership of Restricted Securities to exceed the amount of Restricted Securities that the Proposed Transferee Owned as of the Entry Date after giving effect to Pre-Order Trades, but this exception to the notice requirement shall apply to a proposed Acquisition of Restricted Securities only to the extent of the amount (if any) of Restricted Securities (exclusive of 2001 Bonds and exclusive of any such Restricted Securities that have previously been taken into account in applying this clause (iii)) Acquired by the Proposed Transferee since January 21, 2001 and sold by such Proposed Transferee, after the Entry Date and prior to the Proposed Acquisition, to another person or Entity (the "Prior Transferee") who did not Own an aggregate amount of Restricted Securities (taking into account the Restricted Securities sold to the Prior Transferee by the Proposed Transferee) equal to or in excess of $1 billion (including principal and accrued interest as of the Commencement Date); provided, however, that notwithstanding anything in this paragraph to the contrary, Excepted Acquisitions are subject to the notice requirements described in Exhibit "F". The Debtors will then have ten (10) days after receipt of such notice filing to object to such transaction. If the Debtors file an objection (which shall be served on the prospective purchaser) and seek an expedited hearing before this Court on the objection, then the transaction will not be effective unless approved by order of this Court. If the Debtors do not object within such ten (10) day period, then such transaction may proceed solely as set forth in the applicable notice. Each additional transaction within the scope of this paragraph must be the subject of an additional notice as set forth herein with the applicable waiting period. If the Debtors voluntarily advise such person or Entity in writing prior to the 10th day that the Debtors do not object, the person or Entity may proceed to acquire the subject claims. The Debtors shall not object to a proposed transaction if it is reasonably certain, taking into account all relevant facts and circumstances existing at the time, as well as anticipating reasonably possible future circumstances (excluding future transfers of Restricted Securities), that the proposed Acquisition would not render section 382(1)(5) of the Internal Revenue Code unavailable in connection with the formulation and implementation of the Debtors' plan of reorganization, and the foregoing shall be the Court's standard of review of any proposed Acquisition.
PLEASE TAKE FURTHER NOTICE that on March 4, 2003 at 10:00 a.m., the Court will hold a hearing to consider granting the relief requested in the Motion on a final basis. Responses or objections to the Motion, if any, must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, and shall be filed with the Bankruptcy Court electronically in accordance with General Order M-242 (General Order M-242 and the User's Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov), by registered users of the Bankruptcy Court's case filing system and, by all other parties in interest, on a 3.5 inch disk, preferably in Portable Document Format (PDF), WordPerfect or any other Windows-based word processing format (with a hard-copy delivered directly to Chambers), and shall be served in accordance with General Order M-242 upon (i) the Debtors, 1133 19th Street, Washington, D.C. 20036, Attention: Michael Salsbury, Esq., General Counsel, (ii) Weil, Gotshal Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attention: Marcia L. Goldstein, Esq. and Lori R. Fife, Esq., attorneys for the Debtors; (iii) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st floor, New York, New York 10004, Attention: Mary Elizabeth Tom, Esq.; (iv) Akin Gump Strauss Hauer Feld, LLP, 590 Madison Avenue, New York, New York 10022, Attention: Daniel Golden, Esq. and Ira Dizengoff, Esq., attorneys for the statutory committee of creditors; (v) Kirkpatrick Lockhart LLP, 1800 Massachusetts Avenue, Washington, DC 20036, Attention: Richard Thornburgh, Esq. attorneys for the examiner; and (vi) Shearman Sterling, 599 Lexington Avenue, New York, New York 10022, Attention: Douglas Bartner, Esq. and Marc B. Hankin, Esq., attorneys for the Debtors' postpetition lenders, and shall be filed with the Clerk of the United States Bankruptcy Court for the Southern District of New York, in each case so as to be received no later than March 3, 2003, at noon (Eastern Time).
For purposes of this Notice, (i) "Ownership" of a claim against, or stock of, the Debtors shall be determined in accordance with applicable rules under section 382 and, thus, as provided in such rules but without expanding the meaning of "Ownership" beyond its meaning under such rules, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own an allocable share of the shares owned or acquired by its subsidiaries), ownership by members of such person's family and certain persons acting in concert (for purposes of section 382 of the Internal Revenue Code), and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning.
FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE WILL CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY CODE.
ANY PROHIBITED SALE, TRADE, OR OTHER TRANSFER OF THE STOCK OR RESTRICTED SECURITIES IN VIOLATION OF THE INTERIM ORDER WILL BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT. FURTHERMORE, FAILURE TO FOLLOW THE NOTIFICATION PROCEDURES SET FORTH IN THE INTERIM ORDER MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.
PLEASE TAKE FURTHER NOTICE that the requirements set forth in this Notice are in addition to the requirements of Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith.
Dates: New York, New York February 25, 2003
Marcia L. Goldstein, Esq. Lori R. Fife, Esq. Alfredo R. Perez, Esq. WEIL, GOTSHAL MANGES LLP Attorneys for Debtors and Debtors in Possession 767 Fifth Avenue New York, New York 10153 212-310-8000
SCHEDULE A
WorldCom, Inc. Metropolitan Fiber Systems of Denver, Inc. Intermedia Communications Inc. Metropolitan Fiber Systems of Detroit, Inc. MCI Communications Corporation Metropolitan Fiber Systems of Florida, Inc. 1-800-Collect, Inc. Metropolitan Fiber Systems of Hawaii, Inc. Access Network Services, Inc. Metropolitan Fiber Systems of Houston, Inc. Access Virginia, Inc. Metropolitan Fiber Systems of Indianapolis, Inc. ALD Communications, Inc. Metropolitan Fiber Systems of Iowa, Inc. B.T.C. Real Estate Investments, Inc. Metropolitan Fiber Systems of Kansas City, Missouri, Inc. BFC Communications, Inc. Metropolitan Fiber Systems of Kansas, Inc. Bittel Telecommunications Corporation Metropolitan Fiber Systems of Kentucky, Inc. Brooks Fiber Communications of Arkansas, Inc. Metropolitan Fiber Systems of Massachusetts, Inc. Brooks Fiber Communications of Bakersfield, Inc. Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc. Brooks Fiber Communications of Connecticut, Inc. Metropolitan Fiber Systems of Nebraska, Inc. Brooks Fiber Communications of Fresno, Inc. Metropolitan Fiber Systems of Nevada, Inc. Brooks Fiber Communications of Idaho, Inc. Metropolitan Fiber Systems of New Hampshire, Inc. Brooks Fiber Communications of Massachusetts, Inc. Metropolitan Fiber Systems of New Jersey, Inc. Brooks Fiber Communications of Michigan, Inc. Metropolitan Fiber Systems of New Orleans, Inc. Brooks Fiber Communications of Minnesota, Inc. Metropolitan Fiber Systems of New York, Inc. Brooks Fiber Communications of Mississippi, Inc. Metropolitan Fiber Systems of North Carolina, Inc. Brooks Fiber Communications of Missouri, Inc. Metropolitan Fiber Systems of Ohio, Inc. Brooks Fiber Communications of Nevada, Inc. Metropolitan Fiber Systems of Oklahoma, Inc. Brooks Fiber Communications of New England, Inc. Metropolitan Fiber Systems of Oregon, Inc. Brooks Fiber Communications of New Mexico, Inc. Metropolitan Fiber Systems of Philadelphia, Inc. Brooks Fiber Communications of New York, Inc. Metropolitan Fiber Systems of Pittsburgh, Inc. Brooks Fiber Communications of Ohio, Inc. Metropolitan Fiber Systems of Rhode Island, Inc. Brooks Fiber Communications of Oklahoma, Inc. Metropolitan Fiber Systems of Seattle, Inc. Brooks Fiber Communications of Rhode Island, Inc. Metropolitan Fiber Systems of St. Louis, Inc. Brooks Fiber Communications of Sacramento, Inc. Metropolitan Fiber Systems of Tennessee, Inc. Brooks Fiber Communications of San Jose, Inc. Metropolitan Fiber Systems of Virginia, Inc. Brooks Fiber Communications of Stockton, Inc. Metropolitan Fiber Systems of Wisconsin, Inc. Brooks Fiber Communications of Tennessee, Inc. Metropolitan Fiber Systems/McCourt, Inc. Brooks Fiber Communications of Texas, Inc. MFS CableCo U.S., Inc. Brooks Fiber Communications of Tucson, Inc. MFS Datanet, Inc. Brooks Fiber Communications of Tulsa, Inc. MFS Foreign Personnel, Inc. Brooks Fiber Communications of Utah, Inc. MFS International Holdings, L.L.C. Brooks Fiber Communications of Virginia, Inc. MFS Telecom, Inc. Brooks Fiber Communications-LD, Inc. MFS Telephone of Missouri, Inc. Brooks Fiber Properties, Inc. MFS Telephone of New Hampshire, Inc. BTC Finance Corp. MFS Telephone of Virginia, Inc. BTC Transportation Corporation MFS Telephone, Inc. Business Internet, Inc. MFS/C-TEC C.C. Wireless, Inc. MFSA Holding, Inc. Chicago Fiber Optic Corporation Military Communications Center, Inc. Com Systems, Inc. MobileComm Europe Inc. COM/NAV Realty Corp. Mtel American Radiodetermination Corporation Compuplex Incorporated Mtel Asia, Inc. Cross Country Telecommunications, Inc. Mtel Cellular, Inc. Cross Country Wireless, Inc. Mtel Digital Services, Inc. CS Network Services, Inc. Mtel International, Inc. CS Wireless Battle Creek, Inc. Mtel Latin America, Inc. CS Wireless Systems, Inc. Mtel Microwave, Inc. E.L. Acquisition, Inc. Mtel Service Corporation Express Communications, Inc. Mtel Space Technologies Corporation Fibercom of Missouri, Inc. Mtel Technologies, Inc. FiberNet Rochester, Inc. N.C.S. Equipment Corporation Fibernet, Inc. National Telecommunications of Florida, Inc. Healan Communications, Inc. Netwave Systems, Inc. ICI Capital LLC networkMCI, Inc. Institutional Communications Company New England Fiber Communications L.L.C. Intelligent Investment Partners, Inc. Northeast Networks, Inc. Intermedia Capital, Inc. Nova Cellular Co. Intermedia Communications of Virginia, Inc. NTC, Inc. Intermedia Investment, Inc. Overseas Telecommunications, Inc. Intermedia Licensing Company Shared Technologies Fairchild Communications Corporation (n/k/a WorldCom Intermedia Communications Corporation) Intermedia Services LLC Shared Technologies Fairchild Telecom, Inc. (n/k/a WorldCom Intermedia Telecom, Inc.) J.B. Telecom, Inc. Shared Technologies Fairchild, Inc. (n/k/a WorldCom Intermedia, Inc.) Jones Lightwave of Denver, Inc. SkyTel Communications, Inc. Marconi Telegraph Cable Company, Inc. SkyTel Corp. MCI Canada, Inc. SkyTel Payroll Services, LLC MCI Equipment Acquisition Corporation Southern Wireless Video, Inc. MCI Galaxy III Transponder Leasing, Inc. Southernnet of South Carolina, Inc. MCI Global Access Corporation Southernnet Systems, Inc. MCI Global Support Corporation Southernnet, Inc. MCI International Services, L.L.C. Telecom*USA, Inc. MCI International Telecommunications Corporation Teleconnect Company MCI International Telecommunications Holding Corporation Teleconnect Long Distance Services Systems Co. MCI International, Inc. Tenant Network Services, Inc. MCI Investments Holdings, Inc. TMC Communications, Inc. MCI Network Technologies, Inc. TransCall America, Inc. MCI Omega Properties, Inc. Tru Vision Wireless, Inc. MCI Payroll Services, LLC Tru Vision-Flippin, Inc. MCI Research, Inc. TTI National, Inc. MCI Systemhouse L.L.C. UUNET Australia Limited MCI Transcon Corporation UUNET Caribbean, Inc. MCI Wireless, Inc. UUNET Holdings Corp. MCI WORLDCOM Brands, L.L.C. UUNET International Ltd. MCI WORLDCOM Brazil, LLC UUNET Japan Ltd. MCI WORLDCOM Brooks Telecom, LLC UUNET Payroll Services, LLC MCI WORLDCOM Capital Management Corporation UUNET Technologies, Inc. MCI WORLDCOM Communications of Virginia, Inc. Virginia Metrotel, Inc. MCI WORLDCOM Communications, Inc. Western Business Network, Inc. MCI WORLDCOM Financial Management Corporation Wireless One, Inc. MCI WORLDCOM Global Networks U.S., Inc. Wireless Video Enhanced Services MCI WORLDCOM International, Inc. Wireless Video Enterprises, Inc. MCI WorldCom Management Company, Inc. Wireless Video Services MCI WORLDCOM MFS Telecom, LLC WorldCom Broadband Solutions, Inc. MCI WORLDCOM Network Services of Virginia, Inc. WorldCom Caribbean, Inc. MCI WORLDCOM Network Services, Inc. WorldCom East, Inc. MCI WORLDCOM Synergies Management Company, Inc. WorldCom ETC, Inc. MCI/OTI Corporation WorldCom Federal Systems, Inc. MCImetro Access Transmission Services LLC WorldCom ICC, Inc. MCImetro Access Transmission Services of Virginia, Inc. WorldCom International Data Services, Inc. Metrex Corporation WorldCom International Mobile Services LLC Metropolitan Fiber Systems of Alabama, Inc. WorldCom International Mobile Services, Inc. Metropolitan Fiber Systems of Arizona, Inc. WorldCom International, Inc. Metropolitan Fiber Systems of Baltimore, Inc. WorldCom Overseas Holdings, Inc. Metropolitan Fiber Systems of California, Inc. WorldCom Payroll Services, LLC Metropolitan Fiber Systems of Columbus, Inc. WorldCom Purchasing, LLC Metropolitan Fiber Systems of Connecticut, Inc. WorldCom Switzerland LLC Metropolitan Fiber Systems of Dallas, Inc. WorldCom Ventures, Inc. Metropolitan Fiber Systems of Delaware, Inc. WorldCom Wireless, Inc.EXHIBIT E
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORKIn re Chapter 11 Case No. WORLDCOM, INC., et al., 02-13533 (AJG)
(Jointly Administered) Debtors.
NOTICE OF INTENT TO PURCHASE, ACQUIRE OR OTHERWISE ACCUMULATE CERTAIN CLAIMS AGAINST THE DEBTORS' ESTATES
PLEASE TAKE NOTICE that [Acquirer] intends to acquire [$ _______] of Restricted Securities (the "Proposed Transaction"). Specifically, [Acquirer] desires to acquire from [Transferor] $ _______ of the following Restricted Securities:
Debtor Description of Amount of Restricted Restricted Security Security
PLEASE TAKE FURTHER NOTICE that, without taking into account the Proposed Transaction, the [Acquirer] Owns, directly or indirectly, $ _______ of the following Restricted Securities:
Debtor Description of Amount of Restricted Restricted Restricted Restricted Security Security Acquired Security Security Acquired Before On or After January 21, 2001 January 21, 2001
PLEASE TAKE FURTHER NOTICE THAT after the Proposed Transaction, [Acquirer] will Own $ __________ of Restricted Securities.
PLEASE TAKE FURTHER NOTICE that this Notice is being filed with the Bankruptcy Court and served upon (i) WorldCom, Inc., 1133 19th Street, N.W., Washington, DC 20036, Attn: Chief Financial Officer, (ii) Weil, Gotshal Manges LLP, 767 Fifth Avenue, New York, New York 10153, Facsimile No. 212-310-8007, Attn: Marcia L. Goldstein, Esq., pursuant to that certain Order, interim or final, as the case may be, Pursuant to Sections 362 and 105(a) of the Bankruptcy Code Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Claims of and Interests in the Debtors.
PLEASE TAKE FURTHER NOTICE that the Debtors shall have ten (10) days from receipt of this Notice to object to the transaction(s) described herein. If the Debtors file an objection, then the transaction(s) shall not become effective until approved by order of the Bankruptcy Court. If the Debtors do not object, then the transaction cannot become effective before the end of the Debtors' ten (10) day period to object to the transaction(s).
PLEASE TAKE FURTHER NOTICE that certain further transactions contemplated by [Acquirer] that may result in [Acquirer] acquiring or transferring additional Restricted Securities may require an additional notice with the Bankruptcy Court to be served in the same manner as this Notice.
For purposes of this Notice, (i) "Ownership" of a claim against, or stock of, the Debtors shall be determined in accordance with applicable rules under section 382 of the Internal Revenue Code and, thus, as provided in such rules, but without expanding the meaning of "Ownership" beyond its meaning under such rules, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own an allocable share of the shares owned or acquired by its subsidiaries), ownership by members of such person's family and certain persons acting in concert, and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning. For purposes of this Notice, Restricted Securities shall mean (i) general unsecured claims against the Debtors (including, but not necessarily limited to, claims incurred in the ordinary course of business and all debt securities issued by WorldCom, Inc. or its debtor subsidiaries MCI Communications Corporation and Intermedia Communications Inc.) and (ii) all preferred securities issued by MCI Capital I (the "QUIPS"), which are treated for federal income tax purposes as indebtedness of the Debtors.
This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure.
Respectfully submitted, _____________________________ [Name of Acquirer]
[Address of Acquirer] [Telephone of Acquirer] [Facsimile of Acquirer]
Dated: [city, state] ___, 200_
EXHIBIT F
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re Chapter 11 Case No. WORLDCOM, INC., et al., 02-13533 (AJG)
(Jointly Administered) Debtors.
NOTICE OF OWNERSHIP OF AN AMOUNT EQUAL TO OR EXCEEDING $1 BILLION OF RESTRICTED SECURITIES
PLEASE TAKE NOTICE that [Name of Claimholder] Owns an amount equal to or exceeding $1 billion of Restricted Securities. As of [date], the [Name of Claimholder] Owns the following Restricted Securities:
Debtor Description of Amount of Restricted Restricted Restricted Restricted Security Security Acquired Security Security Acquired Before On or After January 21, 2001 January 21, 2001
PLEASE TAKE FURTHER NOTICE that this Notice is being filed with the Bankruptcy Court and served upon (i) WorldCom, Inc., 1133 19th Street, N.W., Washington, DC 20036, Attn: Chief Financial Officer, (ii) Weil, Gotshal Manges LLP, 767 Fifth Avenue, New York, New York 10153, Facsimile No. 212-310-8007, Attn: Marcia L. Goldstein, Esq., pursuant to that certain Order Pursuant to Sections 362 and 105(a) of the Bankruptcy Code Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Claims of and Interests in the Debtors (the "Order").
PLEASE TAKE FURTHER NOTICE that [Name of Claimholder] agrees to notify the Debtors and their attorneys within 10 days of purchasing, acquiring or otherwise obtaining Ownership (as defined below) of any Restricted Securities pursuant to an exemption in clauses (i), (ii) or (iii) of paragraph 4 of the Order.
For purposes of this Notice, (i) "Ownership" of a claim against, or stock of, the Debtors shall be determined in accordance with applicable rules under section 382 of the Internal Revenue Code and, thus, as provided in such rules, but without expanding the meaning of "Ownership" beyond its meaning under such rules, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own an allocable share of the shares owned or acquired by its subsidiaries), ownership by members of such person's family and certain persons acting in concert, and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning.
For purposes of this Notice, Restricted Securities shall mean (i) general unsecured claims against the Debtors (including, but not necessarily limited to, claims incurred in the ordinary course of business and all debt securities issued by WorldCom, Inc. or its debtor subsidiaries MCI Communications Corporation and Intermedia Communications Inc.) and (ii) all preferred securities issued by MCI Capital I (the "QUIPS"), which are treated for federal income tax purposes as indebtedness of the Debtors.
This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure.
Respectfully submitted, _____________________________ [Name of Claimholder]
[Address of Claimholder] [Telephone of Claimholder] [Facsimile of Claimholder] Dated: [city, state] ___, 200_
EXHIBIT G
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re Chapter 11 Case No. WORLDCOM, INC., et al., 02-13533 (AJG)
(Jointly Administered) Debtors.
NOTICE OF ORDER ESTABLISHING NOTIFICATION PROCEDURES AND APPROVING RESTRICTIONS ON CERTAIN TRANSFERS OF CLAIMS AGAINST AND INTERESTS IN DEBTORS
TO ALL PERSONS OR ENTITIES WITH CLAIMS AGAINST OR EQUITY INTERESTS IN ANY OF THE DEBTOR ENTITIES LISTED IN THE ANNEXED SCHEDULE A:
PLEASE TAKE NOTICE that on July 21, 2002 and November 8, 2002, the debtor entities listed in the annexed Schedule "A" (collectively, the "Debtors") commenced cases under chapter 11 of title 11, United States Code (the "Bankruptcy Code"). Section 362(a) of the Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors' estates or of property from the Debtors' estates or to exercise control over property of the Debtors' estates.
PLEASE TAKE FURTHER NOTICE that on March 4, 2003, the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") having jurisdiction over these chapter 11 cases entered a final order (i) finding that the Debtors' net operating loss ("NOL") carryforwards and certain other tax attributes are property of the Debtors' estates and are protected by section 362(a) of the Bankruptcy Code; (ii) finding that unrestricted trading of certain claims against and interests in the Debtors could severely limit the Debtors' ability to utilize their NOL carryforwards and certain other tax attributes for U.S. federal income tax purposes, and (iii) approving the procedures set forth below in order to preserve the Debtors' NOL carryforwards and certain other tax attributes pursuant to sections 362(a) and 105(a) of the Bankruptcy Code (the "Order"). Any sale or other transfer in violation of the procedures set forth below shall be null and void ab initio as an act in violation of the automatic stay under sections 362 and 105(a) of the Bankruptcy Code. Any such sales or other transfers consummated prior to the Entry Date, and any sales or other transfers initiated on or prior to February 14, 2003 that are evidenced by a written agreement legally obligating the proposed purchaser and seller to consummate the transaction, even if such written agreement is subject to further documentation to consummate the transaction, shall not be subject to the Order (all such sales or other transfers referred to herein as "Pre-Order Trades").
PLEASE TAKE FURTHER NOTICE that any person and any entity within the meaning of section 382 of the Internal Revenue Code ("Entity") is stayed, prohibited, and enjoined, pursuant to sections 362 and 105(a) of the Bankruptcy Code, (i) in the case of a person or Entity who does not Own (as defined below) any class of common stock and preferred stock of WorldCom, Inc. (the "Stock"), or who Owns less than 4.75% of each class of Stock, from purchasing, acquiring, or otherwise obtaining Ownership of an amount of any class of Stock which, when added to such person's or Entity's total Ownership of such class of Stock, if any, equals or exceeds 4.75% of such class of Stock, or (ii) in the case of a person or Entity who Owns at least 4.75% of any class of Stock, from purchasing, acquiring, or otherwise obtaining Ownership of any additional shares of Stock.
PLEASE TAKE FURTHER NOTICE that any person or Entity that proposes to purchase, acquire or otherwise obtain Ownership ("Acquire" or "Acquisition"), and any other person or Entity who by reason of such transaction would obtain Ownership, of general unsecured claims against the Debtors (including, but not necessarily limited to, claims incurred in the ordinary course of business and all debt securities issued by WorldCom, Inc. or its debtor subsidiaries MCI Communications Corporation and Intermedia Communications Inc.) or preferred securities issued by MCI Capital I (i.e., the QUIPS), which are treated for federal income tax purposes as indebtedness of the Debtors, (all such claims and securities are hereinafter referred to as the "Restricted Securities") that, when added to that person's or Entity's prior Ownership of Restricted Securities, would result in Ownership of an aggregate amount of Restricted Securities that equals or exceeds $1 billion (including principal and accrued interest as of July 21, 2002, the "Commencement Date"), must, at least ten (10) days before any such transaction, file with this Court and serve on the Debtors and their attorneys a notice in the form annexed as Exhibit "E" to the Motion. The previous sentence, however, shall not apply to the following persons in connection with the following proposed Acquisitions (the "Excepted Acquisitions"): (i) a person or Entity who proposes to Acquire bonds of WorldCom, Inc. issued in May 2001 (the "2001 Bonds") if such person or Entity has not Acquired and retained Ownership of any other Restricted Security since January 21, 2001; (ii) a person or Entity who Owns an aggregate amount of Restricted Securities equal to or in excess of $2.1 billion (including principal and accrued interest as of the Commencement Date) if and only in the circumstance that (A) such person or Entity proposes to Acquire Restricted Securities from a seller or other transferor (the "Seller") who Owns an aggregate amount of Restricted Securities equal to or in excess of $2.1 billion (including principal and accrued interest as of the Commencement Date), (B) the Restricted Securities that such person or Entity proposes to Acquire from such Seller had been Acquired by such Seller after January 21, 2001, and (C) such Acquisition is reasonably certain not to adversely affect the ability of the Debtors to formulate and implement a plan of reorganization, reasonably within the realm of potential plans, satisfying the requirements of section 382(1)(5) of the Internal Revenue Code; and (iii) a person or Entity (the "Proposed Transferee") who proposes to Acquire any Restricted Securities (the "Proposed Acquisition") if such transaction would not cause such Proposed Transferee's Ownership of Restricted Securities to exceed the amount of Restricted Securities that the Proposed Transferee Owned as of the Entry Date after giving effect to any Pre-Order Trades, but this exception to the notice requirement shall apply to a proposed Acquisition of Restricted Securities only to the extent of the amount (if any) of Restricted Securities (exclusive of 2001 Bonds and exclusive of any such Restricted Securities that have previously been taken into account in applying this clause (iii)) Acquired by the Proposed Transferee since January 21, 2001 and sold by such Proposed Transferee, after the Entry Date and prior to the Proposed Acquisition, to another person or Entity (the "Prior Transferee") who did not Own an aggregate amount of Restricted Securities (taking into account the Restricted Securities sold to the Prior Transferee by the Proposed Transferee) equal to or in excess of $1 billion (including principal and accrued interest as of the Commencement Date); provided, however, that notwithstanding anything in this paragraph to the contrary, Excepted Acquisitions are subject to the notice requirements described in Exhibit "F". The Debtors will then have ten (10) days after receipt of such notice filing to object to such transaction. If the Debtors file an objection (which shall be served on the prospective purchaser) and seek an expedited hearing before this Court on the objection, then the transaction will not be effective unless approved by order of this Court. If the Debtors do not object within such ten (10) day period, then such transaction may proceed solely as set forth in the applicable notice. Each additional transaction within the scope of this paragraph must be the subject of an additional notice as set forth herein with the applicable waiting period. If the Debtors voluntarily advise such person or Entity in writing prior to the 10th day that the Debtors do not object, the person or Entity may proceed to acquire the subject claims. The Debtors shall not object to a proposed transaction if it is reasonably certain, taking into account all relevant facts and circumstances existing at the time, as well as anticipating reasonably possible future circumstances (excluding future transfers of Restricted Securities), that the proposed Acquisition would not render section 382(1)(5) of the Internal Revenue Code unavailable in connection with the formulation and implementation of the Debtors' plan of reorganization, and the foregoing shall be the Court's standard of review of any proposed Acquisition.
PLEASE TAKE FURTHER NOTICE that if a person or Entity Owns an amount that equals or exceeds $1 billion of Restricted Securities, such person or Entity must, within 10 days of this Court's entry of the Final Order approving these procedures, file with this Court and serve on Debtors and their attorneys a notice containing the ownership information substantially in the form annexed as Exhibit "F" to the Debtors' motion for approval of the Interim Order.
For purposes of this Notice, (i) "Ownership" of a claim against, or stock of, the Debtors shall be determined in accordance with applicable rules under Section 382 and, thus, as provided in such rules, but without expanding the meaning of "Ownership" beyond its meaning under such rules, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own an allocable share of the shares owned or acquired by its subsidiaries), ownership by members of such person's family and certain persons acting in concert, and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning.
FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE WILL CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY CODE.
ANY PROHIBITED SALE, TRADE, OR OTHER TRANSFER OF THE STOCK OR RESTRICTED SECURITIES IN VIOLATION OF THE INTERIM ORDER WILL BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT. FURTHERMORE, FAILURE TO FOLLOW THE NOTIFICATION PROCEDURES SET FORTH IN THE ORDER MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.
PLEASE TAKE FURTHER NOTICE that the requirements set forth in this Notice are in addition to the requirements of Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith.
Dated: New York, New York March [__], 2003
Marcia L. Goldstein, Esq. Lori R. Fife, Esq. Alfredo R. Perez, Esq. WEIL, GOTSHAL MANGES LLP Attorneys for Debtors and Debtors in Possession 767 Fifth Avenue New York, New York 10153 212-310-8000