Opinion
Case No. 02-13533-AJG, (Jointly Administered).
July 29, 2003
Alfredo R. Perez, Esq., Marcia L. Goldstein, Esq., Lori R. Fife, Esq., Weil, Gotshal Manges LLP, New York, NY, Attorneys for the Debtors and Debtors In Possession.
Arthur E. Rosenberg, Sandra E. Mayerson, Barbra R. Partin, Holland Knight LLP, New York, NY, Attorneys for SunTrust Bank.
This Stipulation and Order (the "Stipulation") is made as of this 12th day of June, 2003, by and between WorldCom, Inc. ("WorldCom") and certain of its direct and indirect subsidiaries, including Intermedia Communications, Inc. ("Intermedia") as debtors and debtors in possession (collectively with WorldCom, the "Debtors" and individually a "Debtor") and SunTrust Bank, f/k/a SunTrust Bank, Central Florida, National Association ("SunTrust"), in its capacity as the duly appointed, qualified and acting trustee (the "Trustee") with respect to: (i) those certain 11 1/4% Senior Discount Notes due 2007 in the original principal amount of $649,000,000 (the "11 1/4% Senior Notes"), which were issued pursuant to that certain indenture dated July 9, 1997 between Intermedia and SunTrust, as Trustee; (ii) those certain 8 7/8% Senior Notes due 2007 in the original principal amount of $260,250,000 (the "8 7/8% Senior Notes"), which were issued pursuant to that certain indenture dated October 30, 1997 between Intermedia and SunTrust, as Trustee; (iii) those certain 8 1/2% Senior Notes due 2008 in the original principal amount of $400,000,000 (the "8 1/2% Senior Notes"), which were issued pursuant to that certain indenture dated December 23, 1997 between Intermedia and SunTrust, as Trustee; (iv) those certain 8.60% Senior Notes due 2008 in the original principal amount of $450,000,000 (the "8.60% Senior Notes"), which were issued pursuant to that certain indenture dated May 27, 1998 between Intermedia and SunTrust, as Trustee; (v) those certain 9 1/2% Senior Notes due 2009 in the original principal amount of $300,000,000 (the "9 1/2% Senior Notes"), which were issued pursuant to that certain indenture dated February 24, 1999 between Intermedia and SunTrust, as Trustee; and (vi) those certain 12 1/4% Senior Subordinated Discount Notes due 2009 in the original principal amount of $364,000,000 (the "12 1/4% Subordinated Notes"), which were issued pursuant to that certain indenture dated February 24, 1999 between Intermedia and SunTrust, as Trustee (collectively, the "Intermedia Notes").
Pursuant to this Stipulation, the Debtors and SunTrust hereby agree and stipulate as follows:
RECITALS
A. WHEREAS, on July 21, 2002 and continuing thereafter (the "Commencement Date"), the Debtors commenced cases under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. By order dated July 22, 2002 and subsequent orders, the Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered.
B. WHEREAS, by order dated October 29, 2002, the Court entered an order establishing January 23, 2003 as the deadline for the filing of a proof of claim against any of the Debtors (the "Bar Date").
C. WHEREAS, on or before the Bar Date, SunTrust filed Proof of Claim No. 19812 against Intermedia in connection with the 11 1/4% Senior Notes, CUSIP Nos. 458801AL1 and 458801AJ6 ("Claim No. 19812").
D. WHEREAS, on or before the Bar Date, SunTrust filed Proof of Claim No. 19813 against Intermedia in connection with the 8 7/8% Senior Notes, CUSIP No. 458801AS6 ("Claim No. 19813").
E. WHEREAS, on or before the Bar Date, SunTrust filed Proof of Claim No. 19814 against Intermedia in connection with the 8 1/2% Senior Notes, CUSIP No. 45881AR8 ("Claim No. 19814").
F. WHEREAS, on or before the Bar Date, SunTrust filed Proof of Claim No. 19815 against Intermedia in connection with the 9 1/2% Senior Notes, CUSIP No. 458801AY3 ("Claim No. 19815").
G. WHEREAS, on or before the Bar Date, SunTrust filed Proof of Claim No. 19816 against Intermedia in connection with the 8.60% Senior Notes, CUSIP No. 458801AV9 ("Claim No. 19816").
H. WHEREAS, on or before the Bar Date, SunTrust filed Proof of Claim No. 19811 against Intermedia in connection with the 12 1/4% Subordinated Notes, CUSIP No. 458801BB2 ("Claim No. 19811").
I. WHEREAS, SunTrust filed Claim No. 19811, Claim No. 19812, Claim No. 19813, Claim No. 19814, Claim No. 19815 and Claim No. 19816 (collectively, the "SunTrust PoCs") in its capacity as the duly appointed, qualified and acting trustee with respect to the Intermedia Notes and on behalf of the holders of such notes.
J. WHEREAS, WorldCom filed Debtors' Third Omnibus Objection to Proofs of Claim (Beneficial Bondholder Claims — Duplicate Claims), seeking to expunge proofs of claim filed by individual bondholders as duplicative of the SunTrust PoCs.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto stipulate and agree as follows:
1. Each of the claims for principal and interest due and owing as of the Petition Date in respect of the Intermedia Notes that are set forth in the SunTrust PoCs (the "Principal and Interest Claims") are hereby allowed, for purposes of voting and distribution under a plan of reorganization, in the following amounts: (a) Claim No. 19811 in the amount of $263,069,008, (b) Claim No. 19812 in the amount of $361,720,958, (c) Claim No. 19813 in the amount of $119,110,694, (d) Claim No. 19814 in the amount of $129,325,616, (e) Claim No. 19815 in the amount of $127,103,465 and (f) Claim No. 19816 in the amount of $200,953,952.
2. Nothing contained herein shall be deemed to affect in any way any other claims asserted by SunTrust in the SunTrust PoCs ("Remaining Claims"). Any Remaining Claims, other than those asserted under Bankruptcy Code § 503 as an administrative expense, shall be asserted on or before June 30, 2003; provided, however, that the Debtors expressly reserve the right of the Debtors or, as may be applicable, any other party in interest to object to any such claims on any basis at a later date.
3. Entry by the Trustee into this Stipulation regarding the allowed amount of principal and interest due on the Intermedia Notes is not a waiver of, and shall not prejudice or otherwise affect, any claims that individual holders of Intermedia Notes may have for any amounts due on or otherwise relating to the Intermedia Notes, including those arising from the purchase or sale of the Intermedia Notes; provided however, that the Debtors expressly reserve the right of the Debtors or, as may be applicable, any other party in interest to object to any such claims on any basis at a later date.
4. The Principal and Interest Claims asserted in the SunTrust PoCs shall be classified pursuant to the terms of a confirmed plan of reorganization or further order of the Court. Further, the beneficiaries of the SunTrust PoC's shall receive distributions (if any) pursuant to the terms of a confirmed plan of reorganization or further order of the Court.
5. This Stipulation shall become effective and binding as of entry of this Stipulation on the docket as "so ordered" by the Court. In the event that this Stipulation is not approved by the Court, it shall be null and void and have no force or effect and the parties agree that, in such circumstances, this Stipulation shall be of no evidentiary value whatsoever in any proceedings.
IT IS SO ORDERED.