# Exhibit I-1A. Request for Designation as Complex Chapter 11 Case

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF MARYLAND\
at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re: ) Case No.

> ) (Chapter 11)

Debtor )

)

REQUEST FOR DESIGNATION AS COMPLEX CHAPTER 11\
BANKRUPTCY CASE

This bankruptcy case was filed on \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_\_.
The Debtor believes that this case qualifies as a Complex Chapter 11
Bankruptcy Case because:

 There is a need for emergency consideration of the following "first
day" motions. **(NOTE: This ground alone is NOT sufficient.)**

 The Debtor has total debt of more than \$\_\_\_\_\_ million and
unsecured non-priority debt of more than \$\_\_\_\_\_ million;

 There are more than \_\_\_\_ creditors and other parties in interest
in this case;

 Claims against the Debtor are publicly traded;

 Equity interests in the Debtor are publicly traded;

 Other: Substantial explanation is required. (Attach additional sheets
if necessary.)

Date Signed: \_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Counsel for Debtor in Possession

cc: Debtor

> Debtor's Counsel

Committee Counsel

U.S. Trustee

Limited Service List

# Exhibit I-1B. Order Granting Complex Chapter 11 Case Treatment

**LOCAL BANKRUPTCY FORM NO. 3**

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE WESTERN DISTRICT OF PENNSYLVANIA

IN RE: ) Bankruptcy No.

) Chapter 11

Debtor(s) )

INITIAL ORDER FOR COMPLEX CHAPTER 11\
BANKRUPTCY CASE

This bankruptcy case was filed on . An Ex Parte Motion for Designation
as a Complex Chapter 11 Case was filed. After review of the initial
pleadings filed in this case, the Court concludes that this is a Complex
Chapter 11 Case and issues this scheduling order.

1\. The Debtor shall maintain a Service List identifying the parties
that must be served whenever a motion or other pleading requires notice.
Upon establishment of such a list, notices of motions and other matters
will be limited to the parties on the Service List.

a\. The Service List shall initially include the Debtor, Debtor's
counsel, counsel for the unsecured creditors' committee, U.S. Trustee,
all secured creditors, the 20 largest unsecured creditors, any indenture
trustee, and any party that files a request for notice.

b\. Any party in interest that wishes to receive notice, other than as
listed on the Service List, shall be added to the Service List merely by
request filed of record with the Clerk and served on the Debtor and
Debtor's counsel.

c\. Parties on the Service List are encouraged to give a fax number or
e-mail address for service of process and parties are encouraged to
authorize service by fax or e-mail. Consent to fax or e-mail service may
be included in the party's notice of appearance and request for service.

d\. The Service List shall be filed within 3 calendar days after entry
of this Order. Debtors shall update the Service List and file with the
Clerk a copy of the updated Service List upon request of a party to be
added.

2\. The Court hereby establishes the following dates and times for
hearing all motions and other matters in this case in Courtroom at .

3\. If a matter is properly noticed for hearing and the parties reach
agreement on a settlement of the dispute prior to the hearing, the
parties may announce the settlement at the scheduled hearing. If the
Court determines that the notice of the dispute and the hearing is
adequate notice of the effects of the settlement, the Court may approve
the settlement at the hearing without further notice of the terms of the
settlement.

4\. The debtor shall give notice of this Order to all parties in
interest within 5 calendar days. If any party in interest objects to the
provisions of this Order, that party shall file and serve a motion for
reconsideration and proposed order within 10 days of the date of this
Order articulating the objection and the relief requested.

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

United States Bankruptcy Judge

# Exhibit I-2. Local Rule on Joint Administration of Cases

United States Bankruptcy Court for\
the District of Massachusetts

RULE 1015-1. JOINT ADMINISTRATION OF\
CASES PENDING IN THE SAME COURT

\(a\) Motion for Joint Administration

A request for an order allowing joint administration of two or more
related cases pursuant to Fed. R. Bankr. P. 1015-b shall be made by
motion. In the motion for joint administration, the moving party
shall 1) designate the name and number of the lead case for conducting
proceedings in the jointly administered cases; 2) state the cause
warranting joint administration, including the reasons supporting the
proposed lead case designation; and 3) state any known facts which may
give rise to actual or potential conflicts of interest warranting
protection of the interests of creditors of the various estates. A
motion for joint administration shall be filed in each case for which
joint administration is proposed. A motion for joint administration
shall be served by the moving party on all creditors and equity security
holders who have requested notice in accordance with Fed. R. Bankr. P.
2002(i), any committee elected under § 705 or appointed under § 1102 of
the Bankruptcy Code, the twenty largest unsecured creditors in each case
as listed on Official Form 4, all secured creditors and taxing
authorities, all attorneys of record, any appointed trustee, and the
United States trustee. The court shall grant the motion for joint
administration if it is likely to ease the administrative burden on the
parties and the court.

\(b\) Notice and Effect of Order

Upon entry of an order authorizing joint administration of cases, or
upon the automatic allowance of a motion for joint administration in
accordance with (c) below, the moving party shall serve notice of said
order upon all creditors and interested parties of all debtors that are
the subject of the motion. The court shall enter the order in each of
the other related cases in addition to the designated lead case. An
order approving joint administration shall not effect substantive
consolidation of the respective debtors' estates.

\(c\) Automatic Joint Administration of Chapter 11 Cases

If a motion for joint administration of debtors, other than individual
debtors, is filed at the same time as the filing of the petitions
commencing the cases proposed to be jointly administered, the motion for
joint administration shall be treated as an emergency motion and shall
be allowed effective upon filing, subject to reconsideration as set
forth in (d) below.

\(d\) Reconsideration

The Court may reconsider an order allowing joint administration upon
motion of any party in interest or *sua sponte*.

# Exhibit I-3. Judicial Conference Guidelines for Implementing 28 U.S.C. § 156(c)

Guidelines on Use of Outside Facilities and Services

Generally

**1. Authority.** Section 156(c) of Title 28 authorizes bankruptcy
courts to use outside facilities or services to provide notices,
dockets, calendars, and other administrative information to parties in
bankruptcy cases where the cost of such facilities or services are paid
for out of the assets of the estate and are not charged to the United
States. The statute provides that the use of such facilities and
services is subject to any conditions and limitations imposed by the
pertinent circuit council.

**Comments:** Section 156(c) was enacted in recognition that the
day-to-day activities and administrative requirements in some large
bankruptcy cases are too onerous to be performed efficiently by the
bankruptcy clerk's office. Services such as noticing, providing copies
of case papers, and processing proofs of claims and interest can
sometimes be performed more efficiently outside the bankruptcy clerk's
office. The statute authorizes the bankruptcy court to permit third
parties to perform these services at the estate's expense.

The need for such outside services is most prevalent in so-called
"mega-cases," which are extremely large bankruptcy cases with hundreds
or thousands of creditors. The staffing levels of bankruptcy clerks'
offices sometimes cannot absorb such dramatic increases in workloads.

Records

**2. Custodian.** Pursuant to 28 U.S.C. § 156(e), the bankruptcy clerk
of court is the official custodian of the records and dockets of the
bankruptcy court. As custodian of the records and dockets of the
bankruptcy court, the bankruptcy clerk is responsible for the security
and integrity of all the bankruptcy court's records and dockets,
including those maintained by the debtor or a third party.

**Comments:** The bankruptcy clerk is responsible for the security and
integrity of all the bankruptcy court's records and dockets, including
dockets, claims registers, mailing matrices, and other case papers
maintained by the debtor or a third party.

How the bankruptcy clerk assures the security and integrity of the
records and dockets depends on the procedures utilized in a particular
case.

If the estate has hired personnel to work in the bankruptcy clerk's
office, the bankruptcy clerk should supervise their work. If the debtor
or a third party maintains claims registers, mailing matrices, or other
case papers outside the bankruptcy clerk's office, the bankruptcy clerk
should institute a system to monitor and check its work.

The bankruptcy clerk should institute safeguards to be included in the
procedures used by others.

For example, if the debtor or a third party is to process proofs of
claims and produce the claims register, it may be required to issue an
acknowledgment when a proof of claim is filed. The notice of the meeting
of creditors could state that acknowledgments are to be issued for
proofs of claims and that if a creditor does not receive one within a
week after filing a proof of claim, the creditor should contact the
bankruptcy clerk.

Another example of a safeguard would be to require that the third party
submit updated copies of the claims register or mailing matrix to the
bankruptcy court on a weekly basis.

**3. Filing.** Proofs of claim or interest, complaints, motions,
applications, objections, and other case papers shall be filed with the
bankruptcy clerk's office, which, after noting receipt, upon order of
the court, may transmit case papers to an outside entity for
maintenance.

**Comments:** Bankruptcy Rules 3002(b) and 5005(a) require that proofs
of claim or interest, complaints, motions, applications, objections, and
other case papers be filed with the bankruptcy clerk of court in the
district where the case is pending, except as specified by section 1409
of Title 28 and except as a judge permits papers to be filed with the
judge.

The bankruptcy court should assure itself of the integrity of the
procedures before directing that proofs of claim or interest, or other
case papers be transmitted to a third party.

If all case papers are filed in the bankruptcy clerk's office and
stamped with the date received, the papers can be picked up by the
debtor or a third party for processing at another location. The
bankruptcy clerk can copy some papers to make spot checks of their
processing by the debtor or a third party.

The bankruptcy clerk can obtain a special post office box for the
receipt of proofs of claim in mega-cases. This separates the proofs of
claim from other mail and speeds processing.

**4. Disposition.** The bankruptcy clerk remains responsible for the
disposition of case papers after the conclusion of a case in which the
bankruptcy court has directed the debtor or a third party to maintain
the records.

**Comments:** Although the order which directs the debtor or a third
party to maintain records does not necessarily have to provide for their
disposition, the bankruptcy clerk should begin planning for records
disposition early in the case.

**5. Claims.** If debtors or third parties are directed to process
proofs of claim and maintain the claims register, they should be
directed to perform related functions, such as recording transfers of
claims and giving notices of transfer.

**Comments:** Bankruptcy Rule 3001(e)(2),(3),(4) requires notices of
certain transfers of claims. The party which processes proofs of claim
and maintains the claims register is best able to give the notices.
Bankruptcy Rule 3001 requires that the court enter an order on many
transfers. The original notices and orders should be placed in the case
files.

Bankruptcy Rule 3004 requires notice to the creditor when the debtor or
trustee files a claim in the name of the creditor. The party that
processes proofs of claim and maintains the claims register is best able
to provide the notice.

**6. Public records.** Section 107 of the Bankruptcy Code provides that
the papers filed in bankruptcy cases and the bankruptcy court's dockets
are public records unless the bankruptcy court orders otherwise. Case
papers such as proofs of claim remain public records even if the debtor
or a third party is directed to process and maintain those records. The
bankruptcy clerk should ensure that those records are open to
examination at reasonable times without charge.

**Comments:** Case papers processed and maintained by the debtor or a
third party at a location outside the bankruptcy clerk's office should
be available for review at that location during normal business hours.

Because it may often be impractical for parties to review case papers
where the papers are processed and maintained, the bankruptcy clerk
should attempt to make as much information available as is possible.

As an example, if a third party or the debtor processes proofs of claim
and interest and generates the claims register, the third party or the
debtor should furnish copies of the updated claims register to the
bankruptcy court at least weekly.

Personnel

**7. Waivers.** Personnel employed by the estate to assist the
bankruptcy clerk's office are not government employees. They should not
be administered oaths of office although they may be asked to sign a
waiver of any right to compensation by the government. Because such
personnel are not government employees, the bankruptcy clerk may not
fire them.

**Comments:** There is no need to administer an oath of office to
personnel paid by the estate to assist the bankruptcy clerk's office in
processing a case. Administering an oath to such personnel fosters the
false impression that they are government employees.

Administering an oath to a new government employee impresses the
employee with the obligations of office and triggers certain
restrictions on the employee's activities. A written waiver including a
statement of the obligations of personnel employed by the estate to
assist the bankruptcy clerk's office is less suggestive of government
employment.

The bankruptcy clerk should request that special employees sign a
written waiver of any right to receive compensation from the government,
civil service retirement credit, or other benefits of government
employment. The waiver should also include an acknowledgment that the
special employee is to be paid by the estate, is directly accountable to
the bankruptcy clerk, and will not receive instructions, directions, or
orders from the debtor or the trustee.

The waiver should also specify that the special employees will refrain
from discussing pending or impending cases, will not disclose
confidential information received during the course of their employment,
and will not profit from such confidential information. These
obligations are included in the code of conduct for clerks, which
require that the clerks impose these specific obligations on their
staffs.

**8. Supervision.** The bankruptcy clerk is responsible for supervising
the work of personnel employed by the estate to assist the bankruptcy
clerk's office.

**Comments:** The bankruptcy clerk of court may select personnel to be
employed by the estate to work in the bankruptcy clerk's office pursuant
to section 156(c). If authorized by the order directing the estate to
employ the personnel, the bankruptcy clerk may specify the terms of
their employment. Due to the nature of such special employees' work, the
bankruptcy clerk or a designated deputy clerk should supervise their
work.

For the ease of supervision, it is desirable that the special employees
work in the bankruptcy clerk's office if sufficient space is available.
This also makes it easier to maintain security for the case papers
processed by special employees.

**9. Favoritism.** Personnel employed by the estate to assist the
bankruptcy clerk's office may not provide special services for the
debtor or the trustee. The bankruptcy clerk should strive to avoid any
appearance that these personnel favor the debtor or any other party
while performing official duties.

**Comments:** While they are assisting the bankruptcy clerk's office,
special employees should not be in contact with the debtor, except on
official business or to receive their paychecks. They should not receive
instructions, directions, or orders from the debtor or the trustee.

The bankruptcy clerk should strive to avoid any impression that the
special employees favor the debtor or any other party in their work for
the bankruptcy clerk's office. For this reason, the special employees
should not work in the debtor's business and assist the bankruptcy
clerk's office at the same time. It is desirable that the special
employees not be former employees of the debtor.

Facilities

**10. Equipment.** Any equipment, furniture, or other facilities leased
or purchased at the estate's expense for the court's use in a bankruptcy
case is property of the estate and will be returned to the estate after
its use by the bankruptcy court.

**Comments:** Because section 156(c) prohibits charging the cost of such
equipment, furniture, or other facilities to the United States, the
bankruptcy clerk should explain to the seller or lessor that the
estate---not the bankruptcy court---is responsible for payment.

Services

**11. Copies.** If the bankruptcy clerk selects a commercial copy
service to provide copies of papers in one or more cases, the bankruptcy
clerk must exercise care to avoid the appearance of favoritism in the
selection. The bankruptcy clerk should request written proposals for the
work as part of the clerk's determination of which commercial copy
service is best qualified to provide such a service. If the cost of the
copies is expected to total more than \$25,000, the bankruptcy clerk
should make a formal solicitation of written proposals for the work. If
a very large case is filed without advance notice, the bankruptcy clerk
may not have time to solicit formal written proposals for the copy
services. In such an instance, the clerk may solicit proposals orally
and document the solicitation and responses.

**Comments:** The bankruptcy clerk's office may not be able to
efficiently handle the volume of copy requests in a mega-case. With
planning and the bankruptcy clerk's assistance, a private copy service
may be able to provide copies of case papers at a lower price than the
bankruptcy clerk's office. This saves time for the bankruptcy clerk's
office and saves money for the parties. The time savings is particularly
important in mega-cases, in which copy requests could otherwise require
much of the bankruptcy clerk's office's time.

The bankruptcy clerk must exercise care to avoid the appearance of
favoritism in the selection of a copy service to provide copies in a
mega-case. The bankruptcy clerk should make at least an informal survey
to determine which copy service is best qualified to provide copies on
the basis of reliability, price per copy, and additional services to be
provided, such as maintaining a duplicate file for review by the public.

Advertising is required for most government purchases of more than
\$25,000 by 41 U.S.C. § 5. Although the bankruptcy court's designation
of a copy service is not a government purchase of services, it does
convey a valuable business opportunity.

Basic fairness requires that all qualified copy centers be allowed to
submit proposals if the bankruptcy clerk anticipates that more than
\$25,000 worth of copies will be requested in a year. If time permits,
the bankruptcy clerk should send written requests for proposals to each
of the local copy services, which are capable of performing the work in
a timely manner. If time permits and the bankruptcy clerk anticipates
that more than \$25,000 worth of copies will be requested in a year,
copies of all of the written proposals should be sent for review to the
Contracts Branch of the Contracts and Services Division of the
Administrative Office before a particular proposal is selected.

Proposals for making copies should be solicited on a contingent basis
before a mega-case is filed. If it has not been done, the request for
proposals can be conveyed orally or hand-delivered with instructions
that they be returned within 48 hours.

The order designating the copy service can also require that the parties
file an extra copy of all case papers except proofs of claim. The intake
and docket clerks can process the copies along with the originals, and
the copy service can pick up the copies and an updated docket sheet once
a day. The parties can then order copies by docket numbers or can place
standing orders for copies.

The request for proposals should require the copy center to maintain a
duplicate case file from which copies will be made. The request may also
require that the copy center make the duplicate file available for
review without charge during normal business hours.

Notices

**12. Mailing lists.** A debtor in a voluntary case must file a list
containing the names and addresses of its creditors, even if the debtor
or a third party is ordered to mail all notices in the case. If the
debtor or a third party is directed to maintain the mailing matrix in a
case, it shall make copies of the matrix available as requested by other
parties or the bankruptcy court.

**Comments:** Bankruptcy Rule 1007(a) requires that debtors in voluntary
cases file mailing lists with their petitions unless the petitions are
accompanied by schedules of liabilities or Chapter 13 statements. Other
parties may need to review the list. Another party or the bankruptcy
clerk's office may need the list in order to provide a notice.

In certain circumstances the bankruptcy court may permit the debtor to
file the mailing list in the form of a computer tape. The bankruptcy
clerk shall take steps to ensure that the mailing list is maintained
properly and that it is protected against loss or damage.

**13. Certificates of service.** The bankruptcy court or the bankruptcy
clerk should approve the form and content of any notice not provided by
the clerk's office and should receive from the person providing notice a
certificate of service which includes a copy of the notice and a list of
persons to whom it was mailed.

**Comments:** Pursuant to the Bankruptcy Noticing Guidelines adopted by
the Judicial Conference in March 1986, the parties shall file
certificates of service for the notices which they provide. If counsel
for the party signs a certificate of service, the certificate may
generally state that notice was given to certain parties (such as the
parties on the mailing matrix as of a certain date). If someone else
signs the certificate, the certificate shall be accompanied by a list of
the names and addresses of the parties served.

To ease the burden of reviewing the form and content of notices not
prepared by the bankruptcy clerk's office, the bankruptcy clerk and the
bankruptcy court can develop form notices for various circumstances. The
bankruptcy court can specify the required contents for certain notices
in its local rules.

Miscellaneous

**14. Assistance.** The Bankruptcy Division of the Administrative Office
should be consulted when unusual questions or problems arise concerning
outside facilities or services.

**Comments:** Mega-cases often present unusual questions or problems,
such as the need to hire additional personnel on an expedited basis or
to address unique circumstances in the meeting of creditors notice. The
Bankruptcy Division can either answer the questions or refer them to the
appropriate office.

# Exhibit I-4. Sample Waiver Form for Special Employees of the Estate

Waiver Agreement for Special Employees of the Estate

I, , hereby declare that in performing services for the court my status
will be that of a "special employee of the estate" of , debtor in case
no. in the United States Bankruptcy Court for the\
. A "special employee of the estate" for the purposes of this agreement
is defined as a person who is employed by the debtor's estate pursuant
to 28 U.S.C. § 156(c) to perform services for the court under the
direction of the clerk of court in connection with the bankruptcy case
filed by the debtor under Title 11 of the United States Code.

I understand that as a "special employee of the estate," I am not an
employee of the Federal Government and that the debtor's estate is
responsible for the payment of all wages and benefits to which my
services may entitle me. I understand that as a "special employee of the
estate," I am not entitled to the protections provided to Federal
Government employees by the Federal Tort Claims Act from liability for
negligence in the performance of duties or by the federal worker's
compensation program for on-the-job injuries. I further understand that
I will be directly answerable to the clerk of the court, and that I will
not take instructions, directions, or orders from the debtor or any
trustee who may be appointed in the bankruptcy case, nor will I provide
any services to these entities without the approval of the clerk.

I hereby waive any claim or right to receive salary or other
compensation, including fringe benefits, from the Federal Government as
a result of my services. Further, I hereby agree to: (1) abstain from
public comment about a pending or impending proceeding in the court; and
(2) refrain from disclosing to any person outside of the clerk's office,
including the debtor or the trustee or representatives of the debtor or
the trustee, any confidential information received in the performance of
my duties and from employing such information for personal gain.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name Witness

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Date

Acceptance by Clerk of Court

Pursuant to 28 U.S.C. § 156(c), I hereby accept the services of the
above named "special employee of the estate" on behalf of the court
subject to the understandings and waivers set forth above.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Clerk of Court

**Exhibit I-5. Sample Order Appointing Claims Agent**

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF CALIFORNIA

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--
x

In re: :

: Chapter 11

: Case No.

:

: (No Hearing requested)

Debtor(s). :

:

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--
x

ORDER AUTHORIZING EMPLOYMENT OF \[name of claims agent\] AS CLAIMS,
VOTING AND NOTICING AGENT OF THE BANKRUPTCY COURT UNDER 28 U.S.C. §
156(c)

The Court having reviewed the Application for Order Appointing \[name of
claims agent\] as Claims, Voting and Noticing Agent of the Bankruptcy
Court Under 28 U.S.C. § 156(c) (the "Application"),[^1] filed by \[name
of debtor\], the debtor and debtor in possession herein (the "Debtor")
for entry of an order under 28 U.S.C. § 156(c) approving an agreement
with \[name of claims agent\] appointing \[name of claims agent\] as
claims administrator and noticing and balloting agent of the Bankruptcy
Court (the "Claims and Noticing Agent"); and the court having reviewed
the Application and the Declaration of \[name of claims agent\], and the
Court being satisfied with the representations made in the Application
and the \[name of claims agent\] that \[name of claims agent\]
represents no interest adverse to the Debtor's estate with respect to
the matters upon which \[name of claims agent\] is to be engaged, that
\[name of claims agent\] is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section I 107(b) of the Bankruptcy Code, and that \[name of claims
agent\] appointment is necessary and would be in the best interests of
the Debtor's estate; and it appearing that proper and adequate notice
has been given that no other or further notice is necessary; and upon
the record herein; and after due deliberation thereon; and good and
sufficient cause appearing therefore, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:

1\. The Application is GRANTED, as of the commencement of this chapter
11 case.

2\. \[Name of claims agent\] is appointed as the Claims and Noticing
Agent in this chapter 11 case, as of the commencement of this case,
pursuant to 28 U.S.C. § 15b(c), and is authorized to perform the
following services as requested by the office of the Clerk of the
Bankruptcy Court for the Northern District of California (the "Clerk's
Office") or the Debtor:

\(1\) Serve required notices in this chapter 11 case, including:

\(a\) A notice of the bankruptcy filing, the Section 341 meeting of
creditors, the claims bar date, etc. in a form or forms approved by the
Clerk, the Office of the United States Trustee and this Court;

\(b\) Notices of objections to claims;

\(c\) Notices of any hearings on a disclosure statement and confirmation
of a plan of reorganization or liquidation; and

\(d\) Such other miscellaneous notices as the Debtor or the Court may
deem necessary or appropriate for an orderly administration of this
chapter 11 case;

\(2\) Within five business days after the service of a particular
notice, file with the Clerk's Office an affidavit of service that
includes (i) a copy of the notice served, (ii) an alphabetical list of
persons on whom the notice was served, along with their addresses, and
(iii) the date and manner of service;

\(3\) Maintain the originals of all proofs of claim and proofs of
interest filed in these cases, until such time as the Clerk's Office
directs \[name of claims agent\] to return such original proofs of
claims and interest and file-stamp all documents received with a stamp
approved by the Clerk, and file-stamp and return any copies of documents
received in the filer's self-addressed, stamped envelope(s);

\(4\) Maintain official claims registers in these cases by docketing all
proofs of claim and proofs of interest in a claims database that
includes the following information for each such claim or interest
asserted:

\(a\) The name and address of the claimant or interest holder and any
agent thereof, if the proof of claim or proof of interest was filed by
an agent;

\(b\) The date the proof of claim or proof of interest was received by
\[name of claims agent\] and/or the Court;

\(c\) The claim number assigned to the proof of claim or proof of
interest;

\(d\) The asserted amount and classification of the claim; and

\(e\) The debtor against which a proof of claim or interest is filed.

\(5\) Implement necessary security measures to ensure the completeness
and integrity of the claims registers;

\(6\) Transmit to the Clerk's Office a copy of the claims registers as
requested by the Clerk's Office;

\(7\) Maintain a current mailing list for all entities that have filed
proofs of claim or proofs of interest and make such list available upon
request to the Clerk's Office or any party in interest;

\(8\) Provide access to the public for examination of copies of the
proofs of claim or proofs of interest filed in these cases without
charge during regular business hours, and provide copies of any such
proofs of claim and proofs of interest to members of the public, upon
request, at a cost that is no greater than the per-copy price that is
charged by the Court's third-party copy service;

\(9\) Record all transfers of claims pursuant to Bankruptcy Rule 3001(e)
and provide notice of such transfers as required by Bankruptcy Rule
3001(e), and record all claims filed by a debtor or trustee pursuant to
Bankruptcy Rule 3004 and provide notice of such claims as required by
Bankruptcy Rule 3004;

\(10\) Comply with applicable federal, state, municipal and local
statutes, ordinances, rules, regulations, orders and other requirements;

\(11\) Provide temporary employees to process claims, as necessary;

\(12\) Promptly comply with such further conditions and requirements as
the Clerk's Office or the Court may at any time prescribe; and

\(13\) Provide such other claims processing, noticing and related
administrative services as may be requested from time to time by the
Debtor.

3\. \[Name of claims agent\] also is authorized to continue assisting
the Debtor with, among other things: (a) the preparation of their
schedules, statement of financial affairs and master creditor lists and
any amendments thereto; (b) the reconciliation and resolution of claims;
and (c) the preparation, mailing and tabulation of ballots for the
purpose of voting to accept or reject a plan of reorganization.

4\. The fees and expenses of \[name of claims agent\] incurred in the
performance of the above services in accordance with the Agreement
appended to the \[name of claims agent\] Declaration as Exhibit "A"
shall be treated as an administrative expense of the Debtor's chapter 11
estate and shall be paid by the Debtor on a monthly basis.

5\. \[Name of claims agent\] shall submit monthly invoices to the
Debtor. Simultaneously with the delivery to the Debtor of each monthly
invoice for services rendered, \[name of claims agent\] shall deliver a
copy of the invoice to the Office of the United States Trustee ("UST")
and to counsel for the Official Committee of Unsecured Creditors
("Creditors' Committee"). The Debtor is hereby authorized to pay each
\[name of claims agent\] invoice after the tenth day after the invoice
has been submitted to the UST and Creditors' Committee counsel unless
the Debtor is advised, within that 10-day period, that a party objects
to the invoice, in which case the objecting party must schedule a
hearing before the Court to consider the disputed invoice. At the
conclusion of \[name of claims agent\] engagement, \[name of claims
agent\], shall return to the Debtor any unused portion of its retainer.

IT IS SO ORDERED.

Dated:

United States Bankruptcy Judge

# Exhibit I-6. Sample Order Directing Debtor to Give Notices Pursuant to Bankruptcy Rule 2002

UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF \_\_\_\_\_\_\_

In re )

) Chapter 11

)

Debtors ) Case No.

Order Directing Debtor to Give Notices\
Pursuant to Bankruptcy Rules 2002

Upon the request of the clerk of this court for an order directing the
above-named debtor (the "Debtor") to give certain notices required by
Bankruptcy Rule 2002; and it appearing that the relief requested by the
clerk is in the best interests of the Debtor's estate and creditors and
will assist the smooth and efficient administration of this Chapter 11
case; and sufficient cause appearing therefor, it is hereby

ORDERED that the Debtor shall give all notices required in this Chapter
11 case by Bankruptcy Rules 2002(a), 2002(b), 2002(d), 2002(f), 2002(i),
and 2002(j); and it is further

ORDERED that the Debtor may give all notices that are required by
Bankruptcy Rule 2002 to be given to creditors and indenture trustees by
arranging for such notices to be given by \[name of outside noticing
agency\] or a corporation that provides similar services, with such
notices to be given by said corporation to those creditors and indenture
trustees whose names appear on the list of creditors and indenture
trustees filed by the Debtor with the court; and it is further

ORDERED that the Debtor may give all notices that are required by
Bankruptcy Rule 2002 to be given to holders of publicly held debt and
equity securities, including all notices required by Bankruptcy Rule
2002(d), by arranging for such notices to be given by the indenture
trustee or transfer agent, as the case may be, for the securities, with
such notices to be given by the trustee or transfer agent to those
holders of securities whose names appear on a reasonably current list of
such holders maintained by the trustee or transfer agent whose names
appear on such a list as of a record date established by further order
of this court; and it is further

ORDERED that the Debtor shall file with the court a Certificate of
Service after the Debtor has given notice pursuant to Bankruptcy Rule
2002, and that in the case of notices which are given to creditors and
indenture trustees by \[name of outside noticing agency\] or a
corporation which provides similar services, or which are given to
holders of publicly held debt and equity securities by the indenture
trustee or transfer agent, the Debtor shall file with the court as
promptly as possible under the circumstances a Certificate of Service
which shall set forth to whom notice has been given; and it is further

ORDERED that all costs of giving notice as directed may be paid by the
Debtor as administrative expenses out of its available funds without
further order of this court; and it is further

ORDERED that the foregoing directions to the Debtor to give notice shall
be without prejudice to the Debtor or any other person seeking an order
of this court shortening the time to give notice or limiting the persons
to whom notice is to be given as may be permitted by the Bankruptcy
Code, Bankruptcy Rules or otherwise by this court.

Date: \_\_\_\_\_\_\_\_\_\_\_

United States Bankruptcy Judge

# Exhibit I-7. Sample Procedures for Complex Chapter 11 Cases

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS

IN THE MATTER OF )

PROCEDURES FOR COMPLEX )

CHAPTER 11 CASES )

PROCEDURES FOR COMPLEX CHAPTER 11 CASES

Upon consideration of the recommendations of members of the bar of the
Northern District of Texas, the court finds a need to implement policies
and procedures to better serve the public and the bar in complex Chapter
11 cases. Accordingly,

**IT IS ORDERED** that the following procedures shall be implemented in
complex Chapter 11 cases.

1\. A "complex Chapter 11 case" is defined as a case filed in the
Northern District of Texas under Chapter 11 of the Bankruptcy Code that
requires special scheduling and other procedures because of a
combination of the following factors:

a\. The size of the case (usually total debt of more than \$10 million);

b\. The large number of parties in interest in the case (usually more
than 50 parties in interest in the case); or

c\. The fact that claims against the debtor and/or equity interests in
the debtor are publicly traded (with some creditors possibly being
represented by indenture trustees).

2\. If any party filing a Chapter 11 bankruptcy petition believes that
the case should be classified as a complex Chapter 11 case, the party
shall file with the bankruptcy petition a Notice of Designation as
Complex Chapter 11 Case in the form attached as **Exhibit A**.

3\. If a party has matters requiring expedited consideration by the
court, it should submit a Request for Expedited Consideration of Certain
"First Day" Matters in the form attached as **Exhibit B.**

4\. Each judge shall arrange the judge's calendar so that "first day"
emergency hearings, as requested in the court-approved form entitled
Request for Expedited Consideration of Certain First Day Matters, can be
conducted consistent with the Bankruptcy Code and Rules, including Rule
4001, as required by the circumstances, but not more than two business
days after the request for emergency "first day" hearings.

5\. When a party has filed a Chapter 11 case and filed a Notice of
Designation as Complex Chapter 11 Case, the **Clerk of Court shall**:

a\. Randomly allocate the case to a judge in accordance with the usual
procedures and general orders;

b\. Immediately confer with the court about designating the case as a
complex Chapter 11 case and about setting hearings on emergency or first
day motions. If the court determines that the case does not qualify as a
complex Chapter 11 case, the court shall issue an Order Denying Complex
Case Treatment in the form attached as **Exhibit C**. If the court
determines that the case appears to be a complex Chapter 11 case, the
court shall issue an Order Granting Complex Chapter 11 Case Treatment in
the form attached as **Exhibit D**; and

c\. Notify and serve counsel for the debtor with the order entered by
the court relating to the complex case treatment and notify counsel for
the debtor regarding the hearing settings for emergency or first day
matters.

6\. Counsel for the debtor, upon receipt of notice of entry of an order
regarding complex Chapter 11 case treatment, shall:

a\. Serve the order granting or denying complex Chapter 11 case
treatment on all parties in interest within seven days.

b\. Provide notice of the first day or emergency hearings in accordance
with the procedures shown in the form attached as **Exhibit E.**

7\. Counsel shall follow the agenda guidelines for hearings in complex
Chapter 11 cases attached as **Exhibit F** and the guidelines for
mailing matrices and shortened service lists attached as **Exhibit G**.

The court has authorized the Chief Bankruptcy Judge of the district to
adopt these procedures on behalf of the court.

United States Chief Bankruptcy Judge

EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS\
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ DIVISION

IN RE: )

)

) CASE NO.

)

> DEBTOR. )

NOTICE OF DESIGNATION AS COMPLEX CHAPTER 11 BANKRUPTCY CASE

This bankruptcy case was filed on \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_.
The undersigned party in interest believes that this case qualifies
under General Order 2004-03 as a complex Chapter 11 case because:

\_\_\_\_\_\_ The debtor has total debt of more than \$10 million;

\_\_\_\_\_\_ There are more than 50 parties in interest in this case;

\_\_\_\_\_\_ Claims against the debtor are publicly traded; and

\_\_\_\_\_\_ Other: Substantial explanation is required. (Attach
additional sheets if necessary.)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Address

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Telephone and Fax Numbers

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

E-Mail Address

EXHIBIT B

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS\
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ DIVISION

IN RE: )

)

> ) CASE NO.

)

> DEBTOR. )

REQUEST FOR EXPEDITED CONSIDERATION OF CERTAIN\
"FIRST DAY" MATTERS

On , \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
filed a petition for relief under Chapter 11 of the Bankruptcy Code.
Counsel for the debtor believes that the case qualifies as a "Complex
Chapter 11 Case" as defined by General Order 2004-03. The debtor needs
expedited consideration of the following initial case matters (check
those that apply):

\_\_\_\_ Motion for joint administration

\_\_\_\_ Motion for order extending time to file schedules and statement
of financial affairs

\_\_\_\_ Motion re maintenance of bank accounts and existing cash
management, attaching notice of conference with U.S. trustee

\_\_\_\_ Motion to pay pre-petition wages, salaries, et al., attaching
notice of conference with U.S. trustee and detailed exhibit showing who
debtor proposes to pay and amounts

\_\_\_\_ Motion for entry of interim order authorizing use of cash
collateral

\_\_\_\_ Motion for interim approval of post-petition secured and, if
applicable, super-priority financing pursuant to section 364(c) of the
bankruptcy code

\_\_\_\_ Motion to establish interim notice procedures

\_\_\_\_ Motion for order approving interim retention of professionals

\_\_\_\_ Others (list):

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Address

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Telephone and Fax Numbers

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

E-Mail Address

\* NOTE: The court expects the parties to exercise judgment regarding
which motions are applicable.

EXHIBIT C

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS\
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ DIVISION

IN RE: )

)

) CASE NO.

)

DEBTOR. )

ORDER DENYING COMPLEX CASE TREATMENT

This bankruptcy case was filed on \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_. A
Notice of Designation as Complex Chapter 11 Case (see General Order
2004-03) was filed. After review of the initial pleadings filed in this
case, the court concludes that the case does not appear to qualify as a
complex Chapter 11 case. Therefore, the case will proceed under the
local bankruptcy rules and procedures generally applicable to bankruptcy
cases without special scheduling orders. The court may reconsider this
determination on motion, after hearing. Based on the foregoing,

**IT IS ORDERED** that the request for designation as a complex Chapter
11 case is **DENIED.**

The Clerk shall notice:

Debtor

Debtor's Counsel

U.S. Trustee

EXHIBIT D

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS\
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ DIVISION

IN RE: )

)

) CASE NO.

)

DEBTOR. )

ORDER GRANTING COMPLEX CHAPTER 11 BANKRUPTCY CASE TREATMENT

This bankruptcy case was filed on \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_.
A Notice of Designation as Complex Chapter 11 Case (see General Order
2004-03) was filed. After review of the initial pleadings filed in this
case, the court concludes that this case appears to be a complex Chapter
11 case. Accordingly, unless the court orders otherwise,

**IT IS ORDERED:**

1\. The debtor shall maintain a service list identifying the parties
that must be served whenever a motion or other pleading requires notice.
Unless otherwise required by the Bankruptcy Code or Rules, notices of
motions and other matters will be limited to the parties on the service
list.

a\. The service list shall initially include the debtor, debtor's
counsel, counsel for the unsecured creditors' committee, the U.S.
Trustee, all secured creditors, the 20 largest unsecured creditors of
each debtor, any indenture trustee, and any party that requests notice.

b\. Any party in interest that wishes to receive notice, other than as
listed on the service list, shall be added to the service list by filing
and serving the debtor and debtor's counsel with a notice of appearance
and request for service.

c\. Parties on the service list are required to provide an e-mail
address and a fax number for service of pleadings and notices. A party
who has registered with the court for use of the court's electronic
filing system has consented to service by e-mail to the extent provided
in the Revised Administrative Procedures for Electronic Case Filing
adopted by General Order 2003-01.2. A party who has not registered for
use of the court's electronic filing system may consent to fax or e-mail
service in the party's notice of appearance and request for service.
Notwithstanding consent to e-mail service, a "hard copy" shall be served
by fax or by regular mail only if required by the Revised Administrative
Procedures for Electronic Case Filing.

d\. The initial service list shall be filed within 3 days after entry of
this order. A revised list shall be filed 7 days after the initial
service list is filed. The debtor shall update the service list, and
shall file a copy of the updated service list, (i) at least every 7 days
during the first 30 days of the case; (ii) at least every 15 days during
the next 60 days of the case; and (iii) at least every 30 days
thereafter throughout the case.

2\. The court sets \_\_\_\_\_\_\_\_\_\_\_\_\_ of each week at
\_\_\_\_\_\_\_ \_\_.m. as the pre-set hearing day and time for hearing
all motions and other matters in these cases. (There may be exceptions;
those exceptions will be noted on the court's internet schedule,
available at www.txnb.uscourts.gov.)

a\. All motions and other matters requiring hearing, but not requiring
expedited or emergency hearing, shall be noticed for hearing, on the
next pre-set hearing day that is at least 23 days after the notice is
mailed. Parties may use the court's self-calendar procedure at
www.txnb.uscourts.gov.

The court will hear matters on any pre-set hearing date as time permits.
Parties must establish the recommended priority for hearing matters on
any pre-set hearing date using the agenda format provided by Exhibit F
to Procedures for Complex Chapter 11 Cases. The court will ultimately
determine the manner of proceeding on any pre-set hearing date, and may
continue hearings to subsequent pre-set hearing dates.

As a preface to each pleading, just below the case caption, in lieu of
the language required by Local Bankruptcy Rule 9007.1, and
notwithstanding Local Bankruptcy Rule 9014.1, the pleading shall state:

A HEARING WILL BE CONDUCTED ON THIS MATTER ON\
AT \_\_\_\_\_\_\_.M. IN COURTROOM \_\_\_\_\_\_\_,
\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_\_\_\_\_\_\_\_, TEXAS. IF YOU OBJECT TO
THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY
ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY
THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY
COURT WITHIN TWENTY DAYS FROM THE DATE YOU WERE SERVED WITH THIS
PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT
YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED
AND GRANT THE RELIEF REQUESTED.

b\. All motions and other matters requiring expedited or emergency
hearing shall comply with the usual court requirements for explanation
and verification of the emergency. Specifically, if a party in interest
has an emergency or other situation that it believes requires
consideration on less than 23-days' notice, the party should file and
serve a separate, written motion for expedited hearing, in respect of
the underlying motion, and may present the motion for an expedited
hearing either (a) ex parte at a regular docket call of the presiding
judge, or (b) at the next available pre-set hearing day. The court will
rule on the motion for expedited hearing within 24 hours of the time it
is presented. If the court grants the motion for expedited hearing, the
underlying motion will be set by the courtroom deputy at the next
available pre-set hearing day or at some other appropriate shortened
date approved by the court. The party requesting the hearing shall be
responsible for providing proper notice in accordance with this order
and the Bankruptcy Code and Rules.

3\. Emergency and expedited hearings (and other hearings in limited
circumstances) in this case may be conducted by telephone conference.
Parties must request permission to participate by telephone by
contacting the courtroom deputy by e-mail.

4\. If a matter is properly noticed for hearing and the parties reach a
settlement of the dispute prior to the final hearing, the parties may
announce the settlement at the scheduled hearing. If the court
determines that the notice of the dispute and the hearing is adequate
notice of the effects of the settlement (i.e., that the terms of the
settlement are not materially different from what parties in interest
could have expected if the dispute were fully litigated), the court may
approve the settlement at the hearing without further notice of the
terms of the settlement.

5\. The debtor shall give notice of this order to all parties in
interest within 7 days. If any party in interest, at any time, objects
to the provisions of this order, that party shall file a motion
articulating the objection and the relief requested. After hearing the
objection and any responses the court may reconsider any part of this
order and may grant relief, if appropriate.

The Clerk shall notice:

Debtor

Debtor's Counsel

U.S. Trustee

EXHIBIT E

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS

Procedures for Obtaining Hearings in Complex Chapter 11 Cases

**I. Hearing on First Day Matters: Official Form for Request for
Expedited Consideration of Certain First Day Matters.**

Upon the filing of a complex Chapter 11 case, if the debtor has matters
that require expedited consideration ("first day" or "near first day"
relief), the debtor should file a "Request for Expedited Consideration
of Certain 'First Day' Matters" using the form of Exhibit B to the
Procedures for Complex Chapter 11 Cases ("First Day Hearing Request"),
and inform the courtroom deputy of the request by e-mail. The first day
hearing request will be presented by the courtroom deputy to the judge
who has been assigned the complex Chapter 11 case (or if there are
multiple, related debtor cases, to the judge assigned to the first-filed
case) as soon as possible. The court will hold a hearing within 2
business days of the time requested by the debtor's counsel and the
courtroom deputy will notify counsel for the debtor of the time of the
setting. If the judge assigned to the complex Chapter 11 case is not
available to hold the hearing within 2 business days of the time
requested by the debtor's counsel, an available judge will hold a
hearing within 2 business days of the time requested by the debtor's
counsel and the courtroom deputy will notify counsel for the debtor of
the time of the setting. The debtor's counsel should (1) serve
electronically or, for parties not receiving electronic notification, by
fax (or by immediate hand-delivery) a copy of the first day hearing
request on all affected parties, including the U.S. Trustee,
simultaneously with its filing; and (2) notify electronically, or, for
parties not receiving electronic notification, by fax (or by immediate
hand-delivery) all affected parties of the hearing time on first day
matters as soon as possible after debtor's counsel has received
confirmation from the court. The court will allow parties in interest to
participate telephonically at the hearing on first day matters whenever
(and to the extent) practicable, and debtor's counsel will be
responsible for the coordination of the telephonic participation.

**II. Pre-Set Hearing Dates.**

The debtor may request (as one of its first day matters or otherwise)
that the court establish in a complex Chapter 11 case a
weekly/bi-monthly/monthly setting time ("Pre-Set Hearing Dates") for
hearings in the complex Chapter 11 case (e.g., every Wednesday at 1:30
p.m.). The court will accommodate this request for pre-set hearing dates
in a complex Chapter 11 case if it appears justified. After pre-set
hearing dates are established, all matters in the complex Chapter 11
case (whether initiated by a motion of the debtor or by another party in
interest) may be set by using the court's self-calendar process on the
first pre-set hearing date that is at least 23 days after the
filing/service of a particular motion (unless otherwise requested by a
party or ordered by the court) and the movant shall indicate the hearing
date and time on the face of the pleading.

**III. Case Emergencies (Other than the First-Day Matters).**

If a party in interest has an emergency or other situation that it
believes requires consideration on less than 23-days' notice, the party
should file and serve a separate, written motion for expedited hearing,
in respect of the underlying motion, and inform the courtroom deputy of
the request by e-mail. The court may direct that the motion for
expedited hearing be presented at a regular docket call of the presiding
judge, or at the next available pre-set hearing date. If the court
grants the motion for expedited hearing, the underlying motion will be
set by the courtroom deputy at the next available pre-set hearing date
or at some other appropriate shortened date approved by the court.
Motions for expedited hearings will only be granted under emergency or
exigent circumstances.

EXHIBIT F

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS

AGENDA GUIDELINES FOR HEARINGS IN\
COMPLEX CHAPTER 11 CASES

In complex Chapter 11 cases, counsel for the debtor-in-possession shall
file and serve an agenda describing the nature of the items set for
hearing. Counsel for the debtor in possession shall also post the agenda
on the court's website following instructions that will be provided by
the court at the commencement of the case.

**1. Timing of Filing**

Counsel shall file the agenda at least 24 hours prior to the date and
time of the hearing. At the same time, counsel shall also serve a copy
of the agenda on all attorneys who have filed papers with respect to the
matters scheduled and the service list.

**2. Sequence of Items on Agenda**

Uncontested matters should be listed ahead of contested matters.
Contested matters should be listed in the order in which they appear on
the court's docket. When matters have been noticed for hearing by
parties in interest other than the debtor-in-possession, counsel for the
debtor-in-possession shall consult with counsel for the moving parties
to determine the recommended priority for hearing contested matters. Any
disagreement on the recommended priority shall be noted on the agenda.
The court will determine the order of proceeding.

**3. Status Information**

For each motion filed in the complex Chapter 11 case, each motion filed
in an adversary proceeding concerning the Chapter 11 case, each
objection to claim, or application concerning the case, the agenda shall
indicate the moving party, the nature of the motion, the docket number
of the pleading, if known, the response deadline, and the status of the
matter. The status description should indicate whether the motion is
settled, going forward, whether a continuance is requested (and any
opposition to the continuance, if known) and any other pertinent
information.

**4. Information for Motions in the Case**

For each motion that is going forward, or where a continuance request is
not consensual, the agenda shall also list all pleadings in support of
the motion, and any objections or responses. Each pleading listed shall
identify the entity that filed the pleading, and the docket number of
the pleading, if known. If any entity has not filed a responsive
pleading, but has engaged in written or oral communications with the
debtor, that fact should be indicated on the agenda, as well as the
status or outcome of those communications.

For an omnibus objection to claims, responses to the objection which
have been continued by consent may be listed collectively (e.g., "the
following responses have been continued by consent:").

**5. Changes in Agenda Information**

After the filing of the agenda, counsel shall file and post on the
court's website any revised agenda.

**6. Other Information**

The requirements listed above should not be construed to prohibit other
information of a procedural nature that counsel thinks would be helpful
to the court.

EXHIBIT G

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE NORTHERN DISTRICT OF TEXAS

Guidelines for Mailing Matrices and Shortened Service Lists in\
Complex Chapter 11 Cases

**I. Mailing List or Matrix (a/k/a the Rule 2002 Notice List)**

**A. Helpful Hints Regarding Whom to Include on the Mailing Matrix in a
Complex Chapter 11 Case.**

There are certain events and deadlines that occur in a Chapter 11 case
which Bankruptcy Rule 2002 requires be broadly noticed to all creditors,
indenture trustees, equity interest holders, and other parties in
interest ("Rule 2002 notice list"). To facilitate this, L.B.R. 1007.2
requires a debtor to file a mailing list or matrix at the commencement
of any case. This list must include all creditors, equity interest
holders, and certain other parties in interest (who might be impacted by
any relief granted in the bankruptcy case), in order to ensure that
parties receive reasonable and adequate notice and are ensured due
process. When preparing the mailing matrix and after consultation with
the clerk of court, debtor's counsel shall evaluate and consider whether
the following people are required to be included:

1\. creditors (whether a creditor's claim is disputed, undisputed,
contingent, non-contingent, liquidated, unliquidated, matured,
unmatured, fixed, legal, equitable, secured or unsecured);

2\. indenture trustees;

3\. financial institutions at which the debtor has maintained accounts
(regardless of whether such institutions are creditors);

4\. vendors with whom the debtor has dealt, even if the debtor's records
currently indicate no amount is owed;

5\. parties to contracts, executory contracts or leases with the debtor;

6\. all federal, state, or local taxing authorities with which the
debtor deals, including taxing authorities in every county in which the
debtor owns real or personal property with regard to which ad valorem
taxes might be owed;

7\. all governmental entities with which the debtor might interact
(including, but not limited to, the U.S. Trustee and the SEC);

8\. any party who might allege a lien on property of the debtor;

9\. parties to litigation involving the debtor;

10\. parties with which the debtor might be engaged in some sort of
dispute, whether or not a claim has formally been made against the
debtor;

11\. tort claimants or accident victims;

12\. insurance companies with whom the debtor deals or has policies;

13\. active and retired employees of the debtor;

14\. officers or directors of the debtor;

15\. customers who are owed deposits, refunds, or store credit;

16\. utilities;

17\. shareholders (preferred and common), holders of options, warrants
or other rights or equitable interests in the debtor;

18\. miscellaneous others who, in debtor's counsel's judgment, might be
entitled to "party in interest" status or who have requested notice.

**B. Flexible ("User-Friendly") Format Rules for Mailing Matrix in a\
Complex Chapter 11 Case in Which Debtor's Counsel Serves Notices.**

> In a complex Chapter 11 case, where the mailing matrix is likely to be
> very lengthy, the following special format rules will apply, in lieu
> of L.B.R. 1007.2, whenever it is the debtor's responsibility to serve
> notices in the case. The debtor (since it will typically be the party
> serving all notices in the Chapter 11 case rather than the clerk of
> court) may create the mailing matrix in whatever format it finds
> convenient so long as it is neatly typed in upper and lower case
> letter-quality characters (in no smaller than 10 point and no greater
> than 14 point type, in either Courier, Times Roman, Helvetica or
> Orator font). The mailing matrix, if lengthy, should ideally include
> separate subheadings throughout, to help identify categories of
> parties in interest. By way of example, the following subheadings
> (among others) might be used:
>
> Debtor and its Professionals
>
> Secured Creditors
>
> Indenture Trustees
>
> Unsecured Creditors
>
> Governmental Entities
>
> Current and Retired Employees
>
> Officers and Directors
>
> Tort Claimants
>
> Parties to Executory Contracts
>
> Equity Interest Holders
>
> Etc.
>
> Parties in interest within each category/subheading should be listed
> alphabetically. Also, the mailing matrix may be filed in separate
> volumes, for the separate categories of parties in interest, if the
> mailing matrix is voluminous (e.g., Volume 2: Unsecured Creditors).
> Finally, if there are multiple, related debtors and the debtors intend
> to promptly move for joint administration of their cases, the debtors
> may file a consolidated mailing matrix, subject to later being
> required to file separate mailing matrices if joint administration is
> not permitted.

**C. When Inclusion of Certain Parties in Interest on a Mailing Matrix
Is Burdensome.**

If inclusion of certain categories of parties in interest on the mailing
matrix would be extremely impracticable, burdensome and costly to the
estate, the debtor may file a motion, pursuant to B.R. 2002(l),
requesting authority to provide notice by publication in lieu of mailing
certain notices to certain categories of parties in interest and may
forego including those categories of parties in interest on the mailing
matrix if the court grants the motion.

**II. Shortened Service List Procedure in a Complex Chapter 11 Case.**

**A. Procedures/Contents/Presumptions.**

If the court has entered an order granting complex Chapter 11 case
treatment, the debtor shall provide service as required by ¶ 1 of that
order. If the court has not entered such an order, the debtor may move
to limit notice -- that is, for approval of a shortened service list --
that will be acceptable for noticing most events in the bankruptcy case,
other than those events/deadlines that B.R. 2002 contemplates be served
on all creditors and equity interest holders. At a minimum, the
shortened list should include the debtor and its professionals, the
secured creditors, the 20 largest unsecured creditors, any official
committees and the professionals for same, the U.S. Trustee, the IRS and
other relevant governmental entities, and all parties who have requested
notice. Upon the court's approval of a shortened service list in a
complex Chapter 11 case, notice in any particular situation during a
case shall be presumed adequate if there has been service on (1) the
most current service list on file in the case; plus (2) any other party
directly affected by the relief requested and not otherwise included on
the service list.

**B. Obligation to Update, File, and Serve Service List.**

The debtor must update the service list as parties request to be added
to it or as circumstances otherwise require. To be added to the list, a
party should file a notice of appearance and request for service and
serve the notice on debtor's counsel. Parties should include an e-mail
address and fax number. Additionally, the debtor should file an updated
service list and should serve a clean and redlined copy of the updated
service list on all parties on the service list weekly for the first
month after filing, then bi-monthly for the next 60 days, then monthly
thereafter during the pendency of the case. If, in a particular month,
there are no changes to the service list, the debtor should simply file
a notice with the court so stating.

# Exhibit I-8. Sample Guidelines for Case-Management Order for Complex Chapter 11 Case (United States Bankruptcy Court for the District of New Jersey)

EXHIBIT F

GUIDELINES ESTABLISHING\
CASE-MANAGEMENT AND ADMINISTRATIVE PROCEDURES\
FOR CASES DESIGNATED AS COMPLEX CHAPTER 11 CASES

After review of the initial pleadings filed in a case designated and
approved as "complex" and the Court conducting its initial status
conference at the hearing on First Day Matters, and for which the court
concludes that the case is appropriate for the entry of a case
management and administrative procedures order, the following guidelines
as they relate to case management and administrative procedures may be
requested by Debtor's counsel upon the submission of an "Order
Establishing Case-Management and Administrative Procedures for Cases
Designated as Complex Chapter 11 Cases."

A. OMNIBUS HEARING DATES

1\. The Court may conduct omnibus hearings on a
weekly/bi-monthly/monthly basis as dictated by the circumstances of the
case (the "Omnibus Hearing Dates").

2\. Omnibus Hearing Dates will occur thereafter as may be scheduled by
the Court. To the extent possible, all matters requiring a hearing in
this case shall be set for and be heard on Omnibus Hearing Dates unless
alternative hearing dates are approved by the Court for good cause
shown.

B. EXPEDITED HEARINGS

3\. If a party in interest has an emergency or other situation that it
believes requires consideration on less than the 20-days' notice as
required by D.N.J. LBR 9013-1(c), the moving party should file and serve
a separate written application requesting shortened time and expedited
hearing in respect of the underlying motion in the form provided at
D.N.J. LBR 9013-1(e).

4\. The Court will rule on the request for shortened time within
twenty-four (24) hours of the time it is presented. If the court grants
the motion for expedited hearing, the underlying motion will be set at
the next available omnibus hearing date or at some other appropriate
shortened date approved by the Court.

5\. Requests for expedited hearings will only be granted under emergency
or exigent circumstances.

6\. This section does not apply to matters filed under an Application
for Expedited Consideration of First Day Matters and all parties are
directed to consult the General Order Adopting Guidelines Governing
First Day Matters.

C. COMPLIANCE WITH TERMS OF ORDER ESTABLISHING CASE-MANAGEMENT AND
ADMINISTRATIVE PROCEDURES

7\. If any person makes any filing in contravention of the omnibus dates
process established pursuant to a particular chapter 11 case Order
Establishing Case-Management and Administrative Procedures entered by
the Court by, among other things, setting a hearing on such filing for a
date and time other than an omnibus hearing date without an order from
this Court authorizing such hearing for cause, the Debtor's counsel
shall forward a copy of the Order Establishing Case-Management and
Administrative Procedures to such person within three (3) business days
of the receipt of such filing. If such filing is filed at least twenty
(20) days from the next Omnibus Hearing Date, then the hearing with
respect to such filing shall be deemed to be on such omnibus hearing
date. If such filing is less than twenty (20) days prior to the next
omnibus hearing date then the hearing with respect to such filing shall
be the next omnibus hearing date thereafter. The movant must provide
notice of the corrected hearing date to all affected parties and
thereafter file a certificate of service regarding the notice.

D. NOTICING PROCEDURES

8\. All filings in this case, unless otherwise ordered by the Court,
shall be served upon the following entities constituting the "Core
Service List":

\(a\) The Debtor(s);

\(b\) The Debtor's counsel;

\(c\) The Newark office of the United States Trustee for Region III;

\(d\) The chairperson of any official committees established pursuant to
section 1102 of the Bankruptcy Code;

\(e\) Counsel retained by any official committees established pursuant
to section 1102 of the Bankruptcy Code, or the twenty (20) largest
creditors if an official committee has not been appointed;

\(f\) Counsel to secured creditors; and

\(g\) Any other person/entity as authorized by the Court.

9\. Debtor's counsel or counsel to the trustee, if one is appointed,
must maintain and update the Core Service List at least every fifteen
(15) days during the first sixty (60) days of the case and at least
every thirty (30) days thereafter. Further, Debtor's counsel must file a
Core Service List with the Court every time it is updated.

10\. Debtor's counsel or counsel to the trustee shall also maintain and
update a master service list (the "Master Service List") which shall be
comprised of the Core Service List and the parties that have filed a
notice of appearance and request for notices in the Debtor's case.
Service on the persons/entities listed on the Master Service List shall
be made only with respect to those matters enumerated in the Order
Establishing Case-Management and Administrative Procedures. Debtor's
counsel must update the Master Service List at least every fifteen (15)
days during the first sixty (60) days of the case and at least every
thirty (30) days thereafter. Further, Debtor's counsel must file the
Master Service List with the Court each time it is updated.

11\. The certificate of service for each filing must be filed with the
Court together with the complete service list that was utilized and
served for a particular filing but said certificate of service is not to
be served via hard copy on the recipients of the filing.

12\. Whether filed conventionally or electronically, summons and
complaints or the initiating motion in a contested matter shall be
served in hard copy format pursuant to Fed. R. Bankr. P. 7004, upon all
parties having a particularized interest in the subject of the filings
or motions and parties listed on the Core Service List.

13\. All notices required by subdivisions (a)(2), (3) and (6) of Fed. R.
Bankr. P. 2002 and by Fed. R. Bankr. P. 4001 shall be served upon:

\(a\) Each entity designated on the Core Service List; and

\(b\) When the notice is of a proposed use, sale, lease or abandonment
of property or of a hearing thereon, each entity designated on the most
recent Master Service List and each entity having an interest in the
property; and

\(c\) When the notice relates to relief from the stay in order to take
action against property of the Debtor's Estate, each entity having a
lien, encumbrance or interest in the subject property; and

\(d\) When the notice relates to use of cash collateral or obtaining
credit, each entity who has an interest in the cash collateral or each
entity who has a lien or other interest in property on which a lien is
proposed to be granted; and

\(e\) When the notice is of a proposed compromise or settlement or of a
hearing thereon, each entity designated on the most recent Master
Service List and each entity who is a party to the compromise or
settlement; and

\(f\) When the notice is of an application for compensation or
reimbursement of expenses or of a hearing thereon, each entity
designated on the most recent Master Service List and each professional
person who is seeking compensation or reimbursement whose retention in
these cases is authorized by the Court.

E. NEGATIVE NOTICING PROCEDURES

14\. Subject to the Court's discretion, the Court may approve notice
procedures which provide that if no objections are timely filed and
served by a deadline set in accordance with the Federal Rules of
Bankruptcy Procedure and/or the Order Establishing Case-Management and
Administrative Procedures and/or the District of New Jersey Local
Bankruptcy Rules, the Court may enter an order granting the relief
requested without further notice or a hearing ("Negative Notice"). The
notice of motion accompanying such motion must specifically advise
parties of the objection deadline, and must also inform the recipient
that if no objections are filed and served, the Court may enter an order
granting the motion without further notice or hearing.

15\. "Negative Notice" may be used in connection with motions including,
but not limited to, matters requesting the following relief:

\(a\) Rejection of a non-residential real property lease or executory
contract pursuant to 11 U.S.C. § 365;

\(b\) Retention and employment of professional pursuant to 11 U.S.C. §§
327, 328 and 330 and 28 U.S.C. § 156(o);

\(c\) Extension of deadline to seek removal action pursuant to Federal
Rule of Bankruptcy Procedure 9027;

\(d\) Sales of assets outside the ordinary course of business pursuant
to 11 U.S.C. § 363 with a purchase price set on a case-by-case basis;

\(e\) Approval of settlements and compromises pursuant to Federal Rule
of Bankruptcy Procedure 9019 of claims where the settled amount of the
claim does not exceed an amount set on a case-by-case basis; and

\(f\) Nothing contained herein shall be construed to limit a party in
interest's ability to request that the court approve the use of Negative
Notice procedures in connection with motions not specifically identified
above.

16\. If an objection is timely filed and served, a hearing will be
scheduled for the next omnibus hearing date unless otherwise ordered by
the Court.

F. CERTIFICATION OF NO OBJECTION

17\. After the objection date has passed with no objection having been
filed or served, counsel for the movant may file a Certification of No
Objection substantially in the form as it appears on the annexed
Schedule "1" stating that no objection has been filed or served on the
movant.

18\. By filing such certifications, counsel for the movant is
representing to the Court that the movant is unaware of any objection to
the motion or application and that counsel has reviewed the Court's
docket and no objection appears thereon.

19\. Upon receipt of the Certification of No Objection, the Court may
enter the Order accompanying the motion or application without further
pleading or hearing and, once the Order is entered, the hearing
scheduled on the motion or application shall be cancelled without
further notice.

G. NOTICE OF AGENDA

20\. Subject to the Court's discretion, in a case that has been
designated as complex and if the Court has authorized a Notice of Agenda
to be utilized, debtor's counsel or counsel to the trustee, if one is
appointed shall maintain file and serve a Notice of Agenda for each
hearing held in the case in conformity with the proposed form annexed
hereto as Schedule "2" and the guidelines set forth below (G.21-G.28)
unless modified or otherwise directed by the Court to the contrary.

21\. Counsel (as described above in section G.20) shall file a proposed
Notice of Agenda before 12:00 noon on the day that is two (2) business
days before the date of the omnibus hearing.

22\. Resolved or continued matters shall be listed ahead of unresolved
matters on the Notice of Agenda. Contested matters shall be listed in
the order of docketing with corresponding docket number.

23\. All amended Notices of Agenda shall list matters as listed in the
original Notice of Agenda with all edits and additional information
being listed in boldface type.

24\. Copies of the Notice of Agenda shall be served upon local counsel
who have entered an appearance in the case, as well as all other counsel
with a direct interest in any matter on the Notice of Agenda and the
United States Trustee simultaneously with the filing of the Notice of
Agenda with the Court.

25\. For each motion and/or application the Notice of Agenda shall
indicate the movant and/or the applicant, the nature of the motion and
the docket number. Supporting papers of the movant/applicant shall be
similarly denoted.

26\. For each motion/application the Notice of Agenda shall indicate the
objection deadline and any objection filed and its docket number, if
available.

27\. For each motion/application the Notice of Agenda shall indicate
whether the matter is going forward, whether a continuance is requested
(and any opposition to the continuance if known), whether any or all of
the objections have been resolved and any other pertinent status
information.

28\. When an adversary proceeding is scheduled the Notice of Agenda
shall indicate the adversary proceeding number and the corresponding
docket number for pleadings filed in the adversary proceeding on the
Notice of Agenda, in addition to the information regularly required in a
Notice of Agenda.

H. PRO HAC VICE APPLICATIONS

29\. Application by non-resident attorneys for permission to practice
before the Court in this case, pro hac vice, may not be set for hearing
unless the Court requires otherwise. These applications may be GRANTED
by the Court unless objections are promptly filed thereto. Pro hac vice
applications must be served upon each entity designated on the Core
Service List.

30\. The Court will require parties to obtain local counsel in
accordance with the District of New Jersey Local District Court Rules
and Local Bankruptcy Rules.

I. ELECTRONIC FILING PROCEDURES

31\. Pursuant to this Court's General Order Authorizing Administrative
Procedures for the Electronic Filing, Signing and Verification of
Documents, dated March 27, 2002, except with regard to documents which
may be filed under seal, unless good cause can be demonstrated and
established to the contrary at the return date on the hearing(s) of the
First Day Matters, all motions, pleadings, memoranda of law or other
documents to be filed with the Court in a Complex Chapter 11 Case shall
be electronically filed on the Court's Electronic Filing System.

32\. Notwithstanding the above, the Office of the United States Trustee
for Region III--New Jersey Office requires service upon it of the
following documents in hard copy format regardless of whether the United
States Trustee's Office receives same electronically:

a\. Petition;

b\. Schedules and Statement of Financial Affairs;

c\. Chapter 11 Plan and Disclosure Statement;

d\. Fee Applications;

e\. All First Day Matters and supporting pleadings and documents
thereto; and

f\. Monthly Operating Reports.

J. MAILING MATRIX

33\. A mailing matrix submitted electronically shall be prepared in
accordance with D.N.J. LBR 1007-2.

K. OTHER ADMINISTRATIVE ISSUES

34\. Any party may at any time apply for reconsideration or modification
of the Order Establishing Case-Management and Administrative Procedures.
Service of said motion shall be made to all persons/entities on the
Master Service List. The court may amend the Order Establishing Case
Management and Administrative Procedure from time to time as is
necessary.

# Exhibit I-9. Sample Case-Management Orders for Complex Chapter 11 Case

UNITED STATES BANKRUPTCY COURT\
WESTERN DISTRICT OF MISSOURI

IN RE )

) CASE NO. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

)

INITIAL ORDER FOR COMPLEX CHAPTER 11 BANKRUPTCY CASE

This bankruptcy case was filed on \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
200\_\_. A Notice of Designation as Complex Chapter 11 Case (L.R.
1002-2) was filed. After review of the initial pleadings filed in this
case, the Court concludes that this appears to be a Complex Chapter 11
Case and issues this scheduling order, subject to rescission, revision,
or modification as provided below:

**1.** **Service List and Limitation on Service:** Subject to the Local
Rules and the requirements of the Electronic Case Filing System, the
Debtor shall maintain a service list ("Service List"), identifying the
parties that must be served whenever a motion or other pleading requires
notice. Upon establishment of such a list, notices of motions and other
matters will be limited to the parties on the Service List.

The Service List shall initially include the Debtor, Debtor's counsel,
counsel for the Official Unsecured Creditors' Committee, U.S. Trustee,
Internal Revenue Service, SEC (if publicly traded), all secured
creditors, 20 largest unsecured creditors \[of each Debtor\], any
indenture trustee, and any party that requests notice;

Any party in interest that wishes to receive notice, other than as
listed on the Service List, shall be added to the Service List merely by
filing an entry of appearance;

Parties on the Service List are required to give a fax number and e-mail
address for service of process;

The initial Service List shall be filed within three (3) days after
entry of this order. A revised list shall be filed after fifteen (15)
days after the Initial Service List is filed. Debtors shall update the
Service List, and shall file the updated Service List, at least every 30
days thereafter.

**2.** **Hearing Days:** The Court hereby establishes
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ of each month at \_\_\_\_\_.m. as
the scheduled hearing day ("Hearing Day") and time for hearing all
motions and other matters in these cases. (There may be exceptions.)

**3.** **Setting Hearings and Giving Notice of a Motion Requiring
Emergency for Expedited Relief:** If a motion requires emergency or
expedited relief, a separate motion for emergency or expedited relief
should be filed, stating with specificity the reason why an emergency
exists or why there is a need for expedited treatment. If the court
grants such emergency treatment, the Court will direct the requisite
notice and will set a hearing date and time.

**4.** **Proposed Hearing Agenda:** At least two (2) business days prior
to each Hearing Day, Debtor's counsel shall file and serve on the Master
Service List a Proposed Hearing Agenda.

The Proposed Hearing Agenda is merely a proposal for the convenience of
the Court and counsel. It is [NOT]{.underline} determinative of the
matters to be heard on that day and is not determinative of whether
there will be a settlement or continuance.

The Proposed Hearing Agenda is expected to include:

1\. The docket number and title of each matter to be scheduled for
hearing on the next Hearing Day;

2\. Whether the Matter is contested or uncontested;

3\. Other comments that will assist the Court in organizing its docket
for the day (for example, if a request for continuance or withdrawal of
the matter is expected); and

4\. A suggestion for the order in which the matters should be addressed.

On the Hearing Day, the Court may, or may not, accept the hearing agenda
proposed by the Debtor.

**5. Participation in Some Hearings by Telephone:** Emergency and
expedited hearings (and other hearings in limited circumstances) in this
case may be conducted by telephone conference. Parties must obtain
permission to participate by telephone from the Judge's courtroom
deputy.

**6. Settlement:** If a matter is properly noticed for hearing and the
parties reach agreement on a settlement of the dispute prior to the
final hearing, the parties may announce the settlement at the scheduled
hearing. If the Court determines that the notice of the dispute and the
hearing is adequate notice of the effects of the settlement (i.e., that
the terms of the settlement are not materially different from what
parties in interest could have expected if the dispute were fully
litigated), the Court may approve the settlement at the hearing without
further notice of the terms of the settlement.

**7. Case Captions:** Complex cases usually involve hundreds of motions.
To facilitate motion tracking by the Clerk of the Court, each answer,
reply, objection and order filed or provided by a party in this case
should contain, in its title or first paragraph, a reference to the
docket number of the pleading to which it responds.\
EXAMPLE:

Response by XYZ Bank to Debtor's Motion for Use of Cash Collateral.

\[This pleading responds to Docket #\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]

**8. Notice and Objections to this Order:** This order shall be served
by Debtor on all parties in interest within seven (7) days. If any party
in interest, at any time, objects to the provisions of this order, that
party shall file a motion articulating the objection and the relief
requested. The motion shall comply with the provisions of this order.
After hearing the Motion and any responses, the Court may grant
appropriate relief, if any is required. The Court may also, *sua
sponte*, revise, modify or rescind this order.

SIGNED\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

UNITED STATES BANKRUPTCY JUDGE

UNITED STATES BANKRUPTCY COURT\
SOUTHERN DISTRICT OF NEW YORK

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--
x

In re: :

: Chapter 11

DELTA AIR LINES, INC., et al., :

: Case No.

> : (Jointly Administered)

Debtor(s). :

:

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--
x

ORDER APPROVING NOTICE,\
CASE MANAGEMENT AND ADMINISTRATIVE PROCEDURES

Upon the motion dated September 14, 2005 (the "Case Management
Motion")[^2] of Delta Air Lines Inc., and those of its subsidiaries that
are debtors and debtors in possession in these proceedings
(collectively, the "Debtors"),[^3] for authorization pursuant to section
105(a) of chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code") and rule 1015(c) of the Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules") to establish certain notice, case
management and administrative procedures (the "Procedures"), as more
fully described in the Case Management Motion; and upon consideration of
the Declaration of \[name\] Pursuant to Rule 1007-2 of the Local
Bankruptcy Rules for the Southern District of New York (the "Local
Rules") in Support of First-Day Motions and Applications, dated as of
the Petition Date; and the Court having jurisdiction to consider the
Case Management Motion and the relief requested therein pursuant to 28
U.S.C. § 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 10, 1984 (Ward, Acting C.J.); and consideration of the
Case Management Motion and the requested relief being a core proceeding
the Bankruptcy Court can determine pursuant to 28 U.S.C. § 157(b)(2);
and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408
and 1409; and due and proper notice of the Case Management Motion having
been provided to the Office of the United States Trustee for the
Southern District of New York, those creditors holding the five largest
secured claims against the Debtors' estates, those creditors holding the
thirty largest unsecured claims against the Debtors' estates and the
attorneys for (i) the official committee of unsecured creditors
appointed in these chapter 11 cases, (ii) the agent for the Debtors'
post petition lenders and (iii) American Express Travel Related Services
Company, Inc., and it appearing that no other or further notice need be
provided, and the relief requested in the Case Management Motion being
in the best interests of the Debtors and their estates and creditors;
and the Court having reviewed the Case Management Motion and having held
a hearing with appearances of parties in interest noted in the
transcript thereof (the "Hearing"), and certain changes to the form of
Order having been made at the request of the court clerk, the court and
others; and the Court having determined that the legal and factual bases
set forth in the Case Management 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

ORDERED that the relief requested in the Case Management Motion is
hereby granted as modified by this Order; and it is further

ORDERED that the Debtors shall make this Order available on the Case
Information Website (as defined below) and, within three (3) business
days after its entry, serve it by U.S. Mail, band delivery, facsimile or
email on the Core Parties (as defined below) and all parties that, prior
to the date of the entry of this Order, have requested notice pursuant
to Bankruptcy Rule 2002; and it is further

ORDERED that the Procedures set forth herein are approved and shall
govern all aspects of these chapter 11 cases, except as otherwise
ordered by the Court; and it is further

ORDERED that, to the extent the Procedures conflict with the Bankruptcy
Rules or the Local Rules, the Procedures govern and supersede such rules
and shall apply to these chapter 11 cases; and it is further

ORDERED that all motions, applications and other matters requiring
notice and/or a hearing (collectively, the "Motions"), all objections
and responses to the Motions (the "Objections"), all replies to
Objections (the "Replies") and all other documents required to be filed
with the Court (together with the Motions, Objections and Replies, the
"Court Papers") shall be filed electronically with the Court in
accordance with General Order M-242, as amended by General Order M-269
(available at the Court's website, www.nysb.uscourts.gov (the "Court's
Website")), by registered users of the Court's Electronic Case Files
system (the "ECF System") (a PACER login and password are needed to file
documents on the ECF System and can be obtained at
http://pacer.psc.uscourts.gov) and, by all other parties in interest, on
a 3.5 inch disk or a CD-ROM, preferably in Portable Document Format
("PDF"), WordPerfect or any other Windows-based word processing format;
and it is further

ORDERED that all court Papers shall be served, in the manner described
herein, on (i) the chambers of the undersigned Judge, (ii) attorneys for
the Debtors, \[attorney names, addresses\], (iii) conflicts counsel to
the Debtors, \[attorney names, addresses\], (iv) aircraft counsel to the
Debtors, \[attorney names, addresses\], (v) the Office of the United
States Trustee for the Southern District of New York, \[address, name\],
(vi) the attorneys for the official committee of unsecured creditors,
\[attorney names, addresses\], (vii) the attorneys for any other
official committee(s) appointed in these chapter 11 cases, (viii) the
Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549, Attn: \[name\], (ix) the Internal Revenue Service, 290 Broadway,
New York, NY 10008, Attn: \[agent name\], (x) any additional government
agencies to the extent required by the Bankruptcy Rules and the Local
Rules and (xi) Bankruptcy Services LLC, 757 Third Avenue, New York, NY
10017, Attn: \[name\] (the Debtors' court authorized claims and noticing
agent, the operator of the website www.deltadocket.com, created in
connection with these cases, and the copy service used by the Debtors,
the "Claims Agent"---collectively, the "Core Parties"); and it is
further

ORDERED that all other persons or entities with a particularized
interest in the relevant Court Papers (the "Particularized Interest
Parties") shall be served as set forth herein; and it is further

ORDERED that the top thirty creditors will no longer be served (except
to the extent that a creditor is a Particularized Interest Party of a
Non-ECF Service Party (as defined below)); and it is further

ORDERED that, except with respect to (i) Core Parties, (ii)
Particularized Interest Parties and (iii) Non-ECF Service Parties, all
parties in interest (whether or not they have filed or file after the
date hereof a Notice of Appearance or request for service of papers
under Bankruptcy Rule 2002) shall be deemed to be receiving electronic
notice through the ECF System of all Court Papers filed on the court's
docket and therefore, in accordance with General Order M-242, need not
be separately served with such court Papers; and it is further

ORDERED that electronic notice through the ECF system shall be deemed
effective as of the date the relevant Court Papers are posted on the
Court's electronic docket on the ECF system; and it is further

ORDERED that any party in interest that does not have and cannot
practicably obtain access to the Court's ECF system shall file with the
Court and deliver to counsel for the Debtors a certification of that
fact and a request to be exempted from electronic service through the
ECF system (an "ECF Service Exemption Request") in order to deliver it
to counsel for the Debtors, such request may be sent by facsimile or
sent by U.S. mail, overnight delivery or hand delivery, to \[attorney
name, address\]; and it is further

ORDERED that an ECF Service Exemption Request shall include the
following information: (i) the party's name and address, (ii) the name
of the client (unless the party is appearing solely on its own behalf),
(iii) an e-mail address at which the requesting party can be served,
(iv) an address at which the requesting party may be served by U.S.
mail, hand delivery and overnight delivery and (v) a facsimile number
for the requesting party. Notwithstanding Bankruptcy Rules 2002 and
9010(b), no ECF Service Exemption Request filed in the chapter 11 cases
shall have any effect unless all of the foregoing requirements are
satisfied; and it is further

ORDERED that any individual or entity filing an ECF Service Exemption
Request who does not maintain and cannot practicably obtain an e-mail
address must include in its ECF Service Exemption Request a
certification stating the same. Notice will be provided to that
individual or entity by U.S. mail, overnight delivery, hand delivery or
facsimile, in the sole discretion of the serving party; and it is
further

ORDERED that any individual or entity who files an ECF Service Exemption
Request but prefers not to include its e-mail address in such individual
or entity's publicly filed ECF Service Exemption Request shall: (i)
include in such ECF Service Exemption Request an explanation setting
forth the reason(s) for not including an e-mail address and
contemporaneously (ii) send a notice providing such individual or
entity's e-mail address to attorneys for the Debtors, \[attorney names,
addresses\]; and it is further

ORDERED that in addition to the Core Parties and the Particularized
Interest Parties, Court Papers must be served on all persons and
entities that have submitted ECF Service Exemption Requests as set forth
herein (the "Non-ECF Service Parties"); and it is further

ORDERED that papers filed in adversary proceedings (including objections
and replies thereto) do not need to be served on the Non-ECF Service
Parties; and it is further

ORDERED that the Debtors shall maintain a service list, which shall
include only the Core Parties and the Non-ECF Service Parties (the
"Non-ECF Service List"); and it is further

ORDERED that the Non-ECF Service List shall not include e-mail
addresses, but may include addresses and facsimile numbers; and it is
further

ORDERED that the Debtors shall use reasonable efforts to update the
Non-ECF Service List as often as practicable, but in no event less
frequently than every thirty (30) days; and it is further

ORDERED that the Non-ECF Service List shall be posted on the Case
Information Website and filed with the Court no less frequently than
every thirty (30) days commencing as of the date that is ten (10) days
after the date of this Order, provided that there has been a change to
the Non-ECF Service List; and it is further

ORDERED that Core Parties (and no other party) shall be authorized to
serve all Court Papers by e-mail on the Non-ECF Service Parties and any
relevant Particularized Interest Parties in accordance with the
procedures set forth below, and shall serve other Core Parties by U .S.
mail, overnight delivery, hand delivery or facsimile (at the sole
discretion of the serving party) or, if so elected by the Core Party to
be served, by e-mail. All other parties shall serve Court Papers in
accordance with this Order, the Bankruptcy Code, the Bankruptcy Rules
and the Local Rules; and it is further

ORDERED that all Court Papers served by a Core Party by e-mail shall
include access to an attached file or files containing the entire Court
Paper, including the proposed form(s) of order and any exhibits,
attachments and other relevant materials, in PDF, readable by Adobe
Acrobat or an equivalent program. Notwithstanding the foregoing, if a
Court Paper cannot be annexed to an e-mail (because of size, technical
difficulties or otherwise), the serving party may, in its sole
discretion (i) serve the entire Court Paper by U.S. Mail, hand delivery,
overnight delivery or facsimile, including the proposed form(s) of order
and any exhibits, attachments and other relevant materials, or (ii)
e-mail a notice stating that the Court Paper cannot be attached and is
available on the Court's Website (and, if the Court Paper is being
served by the Debtors, on the Case Information Website) and will be
mailed only if requested by the party receiving the notice; and it is
further

ORDERED that service by e-mail shall be effective as of the date the
Court Paper or a notice stating that the Court Paper cannot be attached
and is available on the Court's Website is sent by e-mail to the address
provided by a party; and it is further

ORDERED that nothing in these Procedures shall prejudice the right of
any party to move the Court to request relief under section 107(b) of
the Bankruptcy Code or Bankruptcy Rule 9018 to protect any entity with
respect to a trade secretor confidential research, development, or
commercial information or to protect a person with respect to scandalous
or defamatory matter contained in a Court Paper filed in these cases;
and it is further

ORDERED that upon the filing of any Court Paper, the filing party shall,
in accordance with Local Rule 9078-1, file with the Court either an
affidavit of service or a certification of service (a "Certificate of
Service") annexing the list of parties that received notice. The
Certificate of Service shall not include e-mail addresses; it shall be
sufficient to indicate a party was served by e-mail; and it is further

ORDERED that Certificates of Service shall be filed with the Court and
served on all recipients. However, parties shall not be required to
include a full service list when serving the Certificate of Service. In
lieu of attaching a full service list to the Certificate of service to
be served on all recipients, a party filing a Court Paper shall include
in their Certificate of Service (a) the list of Particularized Interest
Parties served, (b) a statement that their full service list was filed
with the Court and that it was the Non-ECF Service List from the Case
Information Website or the Court's docket and (c) what date the Non-ECF
Service List was downloaded from the Case Information Website or filed
on the Court's Docket; and it is further

ORDERED that unless otherwise ordered by the Court, the Procedures shall
not supersede the requirements for notice of the proceedings described
in Bankruptcy Rules: (i) 2002(a)(7) (time fixed for filing proofs of
claims pursuant to Bankruptcy Rule 3003(c)), (ii) 2002(b) (time fixed
for filing objections and the hearing to consider approval of a
disclosure statement or confirmation of a chapter 11 plan),
(iii) 2002(d) (certain notices to equity security holders) and (iv)
2002(f) (certain other notices); and it is further

ORDERED that the Debtors shall be authorized to schedule, in cooperation
with the Court, periodic omnibus hearings ("Omnibus Hearings') at which
motions, pleadings, applications and other requests for relief shall be
heard. The following guidelines shall apply to all Omnibus Hearings:

a\. Hearings in connection with claims objections and pretrial
conferences and trials related to adversary proceedings may be scheduled
for dates other than the Omnibus Hearing dates. However, initial
pretrial conferences scheduled in connection with adversary proceedings
shall be set on the next available Omnibus Hearing date that is at least
forty-five (45) days after the filing of the complaint, except as
otherwise ordered by the Court.

b\. If a Court Paper filed by a non-Debtor party purports to set a
hearing date inconsistent with the Procedures, the hearing shall be
scheduled, without the necessity of court order, for the first Omnibus
Hearing date after the applicable notice period has expired. If this
occurs, the Debtors shall provide the movant with notice of these
Procedures within three business days of the Debtors' receipt of the
Court Paper that is erroneously filed.

c\. If a movant or applicant other than the Debtors determines that a
motion or application requires emergency or expedited relief, the movant
or applicant shall telephonically contact the Debtors' attorneys
requesting that the motion or application be considered on an expedited
basis. If the Debtors disagree with the movant's or applicant's
determination regarding the emergency or expedited nature of the relief
requested, the movant or applicant shall arrange for a chambers
conference, telephonic or in person, to be held among the Court, the
Debtors' attorneys and the movant or applicant to discuss the
disagreement. If the Court agrees with the position of the movant or
applicant regarding the necessity for expedited consideration, the Court
shall direct the requisite notice and shall set a hearing date and time.
On the hearing date, the Court shall first consider the propriety of
emergency relief whether adequate notice has been given, and whether
there has been adequate opportunity for parties to be heard. If the
Debtors seek emergency or expedited relief, such request for emergency
or expedited consideration shall be upon prior notice to counsel for the
Creditors' Committee and an opportunity for the Creditors' Committee to
be heard; and it is further

ORDERED that Motions (other than those as set forth below) shall not be
considered by the Court unless filed and served in accordance with these
Procedures at least fourteen (14) calendar days before the scheduled
hearing date. Notwithstanding the foregoing, if the parties served with
a Motion are predominantly parties being served by U.S. mail, a hearing
may not be scheduled before seventeen (17) calendar days from the date
of service; and it is further

ORDERED that nothing in these Procedures shall prejudice the right of
any party to move the Court to request an enlargement or reduction of
any time period under Bankruptcy Rules 9006(b) and 9006(c); and it is
further

ORDERED that if a Motion requests relief pursuant to Bankruptcy Rules
2002(a)(1), (a)(4)--(8) or (b), the relevant hearing shall be set after
the passage of the time period set forth in such rule, *provided,
however*, that, consistent with Bankruptcy Rule 9006, if service is by
U.S. mail, a hearing shall not be scheduled before twenty-three (23)
calendar days from the date of service; and it is further

ORDERED that a Motion may be granted without a hearing, provided that,
after the passage of the Objection Deadline, the attorney for the entity
who filed the Motion: (i) files a declaration pursuant to 28 U.S.C. §
1746 indicating that no Objection has been filed or served in accordance
with these Procedures, (ii) if the entity who filed the Motion is not
the Debtor, serves the declaration via facsimile upon the undersigned
attorneys for the Debtors at least one (1) business day prior to
submission thereof to the Court and (iii) delivers by U.S. mail, or hand
or overnight delivery, a package to the Court, with a copy to Debtors'
counsel, including (a) the declaration described in subsection (i)
above, (b) a disk containing an order granting the relief requested in
the applicable Motion, (c) a printed copy of the order and (d) the ECF
docket number(s) of the Motion to which the proposed order relates
(collectively, the "Presentment Package"). Upon receipt of the
Presentment Package, the Court may grant the relief requested in the
Motion without further submission, hearing or request. If the Court does
not grant the relief, (i) the Motion will be heard at the next Omnibus
Hearing that is at least six (6) calendar days from the date the
Presentment Package is received by the Court and (ii) the decision not
to grant the relief shall not constitute an extension of the Objection
Deadline related thereto, unless otherwise agreed between the objecting
party and the party seeking relief; and it is further

ORDERED that, except as set forth below, a "Notice of Motion" shall be
affixed to all Motions and shall include the following: (i) the title of
the Motion, (ii) the parties upon whom any Objection to the Motion is
required to be served, (iii) the date and time of the applicable
Objection Deadline, (iv) the date of the Omnibus Hearing at which the
Motion shall be considered by the Court and (v) a statement that the
relief requested may be granted without a hearing if no Objection is
timely filed and served in accordance with these Procedures. The
applicable Objection Deadline and hearing date shall also appear in the
upper right corner of the first page of the Notice of Motion. However, a
separate "Notice of Motion" shall not be required where the Motion
itself contains the information required to be included in the "Notice
of Motion"; and it is further

ORDERED that, except with respect to significant pleadings in adversary
proceedings, Local Rule 9013-1(b) shall not be read to require a
separate memorandum of law, so long as the relevant points and
authorities relied on in support of the Court Paper are set forth
therein; and it is further

ORDERED that the deadline to file an Objection (the "Objection
Deadline") to any Motion shall be: (i) at least seven (7) calendar days
before the applicable hearing date or (ii) any date otherwise ordered by
the Court. The Objection Deadline may be extended with the consent of
the movant or applicant. No Objection will be considered timely unless
filed with the Court and served on the Core Parties on or before the
applicable Objection Deadline. All parties filing an Objection shall
include their telephone and facsimile numbers in the signature block on
the last page of the Objection; and it is further

ORDERED that unless otherwise ordered by the Court, a reply to an
Objection shall be filed with the Court and served in accordance with
these Procedures on or before 12:00 p.m. on the day that is two (2)
business days before the date of the applicable hearing; and it is
further

ORDERED that, by approximately 4:00 p.m. on the day before an Omnibus
Hearing, the Debtors shall file with the Court a letter setting forth
each matter to be heard at the hearing (the letter may be updated after
the initial submission if necessary) (the "Agenda Letter") and shall
serve the letter(s), by facsimile or e-mail (the choice of the foregoing
being in the Debtors' sole discretion) on: (i) chambers, (ii) the Office
of the United States Trustee for the Southern District of New York,
\[name\], (iii) the attorneys for the official committee of unsecured
creditors, \[attorney names, addresses\], (iv) the attorneys for any
other official committee(s) appointed in these chapter 11 cases, and (v)
any parties that have filed Court Papers to be considered at the
hearing. Agenda Letters shall not be required where the Debtors have
less than forty eight (48) hours notice of the hearing. The matters
listed on the Agenda Letter shall be limited to matters of substance and
shall not include administrative filings such as notices of appearance
and affidavits of service; and it is further

ORDERED that notwithstanding anything contained herein, motions for
relief from the automatic stay filed pursuant to section 362 of the
Bankruptcy Code shall be noticed for consideration on an Omnibus Hearing
Date that is at least twenty (20) calendar days after the motion is
filed and served. Unless otherwise ordered by the Court, the Objection
Deadline shall be three (3) days before the scheduled hearing; and it is
further

ORDERED that notwithstanding section 362(e) of the Bankruptcy Code, if a
scheduled motion with respect to a request for relief under section
362(d) of the Bankruptcy Code is adjourned upon the consent of the
Debtors and the moving party to a date that is on or after the thirtieth
(30th) day after the moving party's request for relief was made, the
moving party shall be deemed to have consented to the continuation of
the automatic stay in effect pending the conclusion of, or as a remit
of, a final hearing and determination under section 362(d) of the
Bankruptcy Code, and shall be deemed to have waived its right to assert
the termination of the automatic stay under section 362(e) of the
Bankruptcy Code; and it is further

ORDERED that the Debtors, in cooperation with the Claims Agent, are
hereby authorized to create and maintain an independent website for the
posting of certain information regarding these chapter 11 cases (the
"Case Information Website"), located at www.deltadocket.com, including,
in the Debtors' sole discretion, certain orders, decisions or other
Court Papers filed in these chapter 11 cases; and it is further

ORDERED that the Court's Website shall include a link to the Case
Information Website; and it is further

ORDERED that the Case Information Website shall display a disclaimer
substantially similar to the following:

> Please take notice that this website has been established and is being
> maintained and operated at the direction of the United States
> Bankruptcy Court for the Southern District of New York (the "Court")
> by Bankruptcy Services LLC (the "Claims Agent"), in cooperation with
> Delta Air Lines, Inc. ("Delta") and those of its subsidiaries that
> have filed for chapter 11 (collectively, the "Debtors"), pursuant to
> the Case Management Order entered in connection with the Debtors'
> chapter 11 cases. This website is not the website of the Court. While
> every attempt is being made to ensure the accuracy of the information
> contained herein, this website does not contain or comprise the
> official court records. Neither Delta nor the Claims Agent guarantees
> or warrants the accuracy, completeness, or timeless of the information
> provided on this website and neither Delta nor the Claims Agent shall
> be liable for any loss or injury arising out of or caused in whole or
> in part by the acts, errors or emissions of the parties responsible
> for the website, whether negligent or otherwise, in procuring,
> compiling, collecting, meeting, reporting, communicating or delivering
> the information contained in the website.
>
> Neither Delta nor the Claims Agent undertakes any obligation to
> update, modify, revise or recategorize the information provided
> herein, or to notify you or any third party should the information be
> updated, modified, revised or recategorized. In no event shall
> anything included or omitted from this website make Delta and/or the
> Claims Agent liable to you or any third party for any direct,
> indirect, incidental, consequential or special damages (including, but
> not limited to, damages arising from the disallowance of a potential
> claim, damages to business reputation, lost business or lost profits),
> whether or not foreseeable and however caused. This website should not
> be relied upon as a substitute for financial, legal or other
> professional advice. It is your sole obligation to maintain accurate
> records of the documents filed in the chapter 11 cases, based on the
> Court's dockets relating to the Debtors' chapter 11 cases which can be
> accessed through the court's website at www.nysb.uscourts.gov (a PACER
> login and password are needed to view these documents and can be
> obtained at http://pacer.psc.uscourts.gov). The Debtors' website is
> being made available merely as a convenience to interested parties and
> the public;

and it is further

ORDERED that the Debtors are authorized to use the Claims Agent as a
copy service for the purpose of distributing Court Papers filed in these
chapter 11 cases to any requesting party at costs not to exceed those
designated by 28 U.S.C. § 1930. The Debtors shall not be charged for
this service. Parties seeking to obtain Court Papers from the Claims
Agent may call \[phone number\]; and it is further

ORDERED that the Debtors may amend the Procedures from time to time
throughout these chapter 11 cases and shall present such amendments to
the Court by motion in accordance with this Order; and it is further

ORDERED that notice of the Case Management Motion as provided therein
shall be deemed good and sufficient notice of such Case Management
Motion; and it is further

ORDERED that this Order is without prejudice to any party in interest's
right to seek to amend or otherwise modify the relief ordered herein.

Dated: October 6, 2005

New York, New York UNITED STATES BANKRUPTCY JUDGE

UNITED STATES BANKRUPTCY COURT\
SOUTHERN DISTRICT OF NEW YORK

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--
x

:

In re: :

: Chapter 11

WORLDCOM, INC., et al., :

: Case No.

:

: (Jointly Administered)

Debtor(s). :

:

\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\-\--
x

FIRST AMENDED CASE-MANAGEMENT ORDER (i) ESTABLISHING, AMONG OTHER
THINGS, NOTICE PROCEDURES (INCLUDING BY ELECTRONIC MEANS), OMNIBUS
HEARING DATES, AND\
ALTERNATIVE METHODS OF PARTICIPATION AT HEARINGS AND (ii) AUTHORIZING
WORLDCOM, INC., ET AL., TO ESTABLISH\
AN INDEPENDENT WEBSITE

Upon the sua sponte motion of this Court at a hearing held on July 22,
2002 (the "Motion"), for WorldCom, Inc. and its direct and indirect
domestic subsidiaries, as debtors and debtors in possession
(collectively, the "Initial Debtors"); and the Court having the
authority and jurisdiction to consider the Motion and the relief
requested therein in accordance with 11 U.S.C. § 105, and 28 U.S.C. §§
157 and 1334; and due and proper notice of the Motion; and the Court
being cognizant of (i) the size and complexities of these chapter 11
cases, including, without limitation, the number of creditors, equity
interest holders and parties in interest with respect thereto and the
difficulties associated with attendance at hearings and (ii) the need
for the implementation of electronic noticing procedures for the orderly
and efficient administration of these chapter 11 cases for the benefit
of the Debtors, their creditors and the Debtors' chapter 11 estates; and
by order dated July 29, 2002 (the "Initial Order"), the Court having
granted the Motion; and certain affiliates of the Initial Debtors having
thereafter commenced chapter 11 cases (together with the initial
Debtors, the "Debtors"); and, upon review, the Court having determined
to modify the Initial Order as provided herein; upon due consideration,
good and sufficient cause

appearing therefor, it is hereby ORDERED AS FOLLOWS :

1\. The Initial Order is hereby modified and amended.

**Service List**

2\. The Debtors shall maintain a master service list (the "Service
List") identifying the parties that must be served whenever a motion,
application or other pleading requires the service of notice .

a\. The Service List shall include (i) the Debtors, \[attorney names,
addresses\], (ii) \[attorney names, addresses\], Attorneys for Debtors
and Debtors in Possession, \[attorney names, addresses\], (iii) the
Office of the United States Trustee, 33 Whitehall Street, 21st Floor,
New York, New York 10004, Attn: \[name\], (iv) \[law firm name\],
Attorneys for the Examiner in these chapter 11 cases, \[attorney names,
addresses\], (v) \[law firm name\], Attorneys for the Lenders Party to
the Debtors' 364-Day Revolving Credit Agreement, \[attorney names,
addresses\], (vi) \[law firm name\], Attorneys for the Debtors'
Postpetition Lenders, \[attorney names, addresses\], (vi) \[law firm
name\], Attorneys for the statutory committee of unsecured creditors
(the "Creditors' Committee"), \[attorney names, addresses\],
(viii) \[law firm name\], Attorneys for Informal Committee of
Bondholders of MCI Communications Corporation, \[attorney names,
addresses\], (ix) \[law firm name\], Attorneys for Informal Committee of
Bondholders of Intermedia Communications Inc., \[attorney names,
addresses\], (x) Securities and Exchange Commission, 233 Broadway, New
York, New York 10279, Attn: \[name\] and Securities & Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, Attn:
\[name\], (xi) Internal Revenue Service, 290 Broadway, New York, New
York 10007, Attn: District Director, and Internal Revenue Service, 290
Broadway, New York, New York 10007, Attn: Regional Director, (xii) other
government agencies to the extent required by the Bankruptcy Rules and
the Local Rules (each, as defined below) and (xiii) any party that has
requested notice pursuant to Rule 2002 of the Federal Rules of
Bankruptcy Procedure (the "Bankruptcy Rules").

b\. Any creditor, equity interest holder or party in interest that, as
of the date hereof, is not included on the Service List and wishes to
receive notice other than as required in accordance with Bankruptcy Rule
2002 must file a notice of appearance and request for service of papers
(a "Request") with the Clerk of the Court and serve a copy of such
Request upon each of the parties set forth in decretal paragraph
2(a)(i)-(x) above. Each Request must include such party's (i) name, (ii)
address, (iii) name of client, if applicable, (iv) telephone number, (v)
facsimile telephone number and (vi) electronic mail (e-mail) address,
unless such party files a request to be exempted from providing an
electronic (e-mail) address.

c\. Any party having submitted properly a Request as of the date hereof
(an "Initial Request") shall not be required to submit a second Request
(a "Supplemental Request") except to the extent that such Initial
Request failed to include an electronic mail (e-mail) address. To the
extent that such party fails to file and serve a Supplemental Request
which contains an electronic mail (e-mail) address, notwithstanding the
filing of the Initial Request, such party shall not be entitled to
additional service of papers in accordance with decretal paragraph 3
hereof, unless such party (i) files a request to be exempted from
providing an electronic (e-mail) address and (ii) serves a copy of such
request upon each of the parties set forth on the Service List as the
date thereof, including, without limitation, the parties set forth in
paragraph 2(a) hereof.

d\. The Debtors shall use their reasonable best efforts to update the
Service List as frequently as practicable, but in no event less
frequently than every ten (10) days. The Service List shall be available
electronically on the Court's website (www.nysb.uscourts.gov) and on the
Independent Website, as defined below, to be created and maintained for
these chapter 11 cases.

**Filing/Service of Papers**

3\. Pursuant to (i) the Court's General Order (Revised Electronic Filing
Electronic Procedures), #M-242, dated January 19, 2001, and (ii)
Sections II (A) and (B) of the Revised Administrative Electronic
Procedures for Electronically Filed Cases (the "Electronic Procedures"),
(a) except with regard to documents which may be filed under seal, all
motions, pleadings, memoranda of law, or other documents required to be
filed with the Court in these chapter 11 cases shall be electronically
filed on the Court's Electronic Filing System, (b) *except with regard
to (i) service upon (1) counsel to the Debtors, (2) counsel to the
Creditors' Committee, (3) the U.S. Trustee, (4) counsel to the Examiner
and (5) any department or agency of the United States of America*,
including the United States Attorney, as may be required in accordance
with Section II(B)(3) of the Electronic Procedures, or in accordance
with a subsequent order of the Court, and (ii) the delivery, unless
otherwise ordered by the Court, of a courtesy copy of every pleading,
motion, application, objection, response or other filed document to the
Court's chambers c/o Room 534, Alexander Hamilton Custom House, One
Bowling Green, New York, New York 10004, clearly marked "Chambers Copy,"
no documents shall be required to be served in paper (i.e., "hard
copy"), and (c) except as set forth in paragraphs 2(b) and (c) hereof,
each party having filed a Request, whether or not set forth in the
Service List, shall be deemed to have consented to electronic service of
papers. Notwithstanding the foregoing, any party that has not filed a
Request or that has not consented to or been deemed to have consented to
electronic service shall be served in paper (i.e., "hard-copy"). Under
all circumstances, service upon counsel to the Debtors, counsel to the
Creditors' Committee, the U.S. Trustee, counsel to the Examiner and any
department or agency of the United States of America, including the
United States Attorney, is required to be in paper, as well as in
accordance with the Electronic Procedures.

**Omnibus Hearing Days**

4\. Unless otherwise ordered by the Court or established by the Court as
of the date hereof, the Court hereby establishes Tuesday of each week at
10:00 a.m. as the scheduled hearing day (the "Hearing Day") and time for
hearing all motions, applications and other matters in these chapter 11
cases, including, without limitation, in connection with adversary
proceedings. No calendared matter shall, even with the consent of the
Debtors and the other movant with respect thereto, be adjourned without
Court approval. Notwithstanding the foregoing, to the extent that such
Tuesday is not a business day, or the Court is not otherwise open for
business, the Court shall post such exceptions on the Court's internet
case calendar (the "Court Calendar"), available at
www.nysb.uscourts.gov. In the event that a motion, application or other
matter is filed with the Court and does not appear on the Court Calendar
within three (3) business days of the filing thereof, such filing party
should contact the Court's chambers for the sole purpose of posting a
hearing with respect thereto on the Court Calendar.

5\. Except with regard to (a) motions for relief from the automatic stay
in accordance with section 362 of title 11 of the United States Code
(the "Bankruptcy Code") and(b) motions and applications to compromise
and settle claims, disputes and causes of action pursuant to Bankruptcy
Rule 9019, all motions, applications and other matters requiring notice
and/or a hearing that are filed, lodged or submitted by the Debtors, the
Creditors' Committee or any other party in interest, including, without
limitation, (i) motions to compel the assumption or rejection of
executory contracts and unexpired leases in accordance with section 365
of the Bankruptcy Code, and (ii) motions or applications to take
examinations pursuant to Bankruptcy Rule 2004, but expressly excluding
"first day" hearings for newly filed debtors, claims objections, and
adversary proceedings, shall be noticed for hearing on the next Hearing
Day that is at least twenty-five (25) days after such motion,
application or other pleading is filed with the Clerk of the Court and
notice thereof is served upon the appropriate parties. Unless otherwise
ordered by the Court, the objection deadline with respect thereto shall
be the later to occur of (i) twenty (20) days after the date of filing
and service of such motion, application or other pleading and (ii) three
(3) business days prior to the Hearing Day with respect thereto,
provided, however, that unless the parties agree otherwise, if a duly
scheduled motion is adjourned before an interested party's objection has
been filed and before the objection deadline has expired, then the
objection deadline shall be extended automatically as to such interested
party to the date that is three (3) business days prior to the adjourned
Hearing Day with respect to such motion, application, or other
proceeding. The Hearing Day and objection deadline shall be set forth in
the upper right corner of the first page of the applicable motion,
application, or other pleading. Unless otherwise specified herein, all
time periods referred to herein shall be calculated in accordance with
Bankruptcy Rule 9006.

a\. In the event that any nondebtor affiliates of the Debtors commence
chapter 11 cases and "first day" motions or applications (including,
without limitation, motions and applications regarding the applicability
of existing "first day" orders to the chapter 11 cases of such newly
filed affiliated debtors) are filed and served by newly filed debtors at
least thirty-six (36) hours before a Hearing Day, upon notice to such
entities' twenty (20) largest unsecured creditors, the Court shall
consider such motions and applications at the next Hearing Day.
Otherwise, such motions and applications shall be considered by the
Court on the following Hearing Day.

b\. The Court shall set separate hearings for claims objections and for
pretrial conferences and trials in connection with adversary
proceedings. Initial pretrial conferences in connection with adversary
proceedings shall be scheduled on the next available Hearing Day that is
at least forty-five (45) days after the filing of the complaint.

c\. In the event that any party or entity proposes to act or obtain an
order by notice of presentment, notice of settlement or other means, in
lieu of proceeding by motion, such party may provide written notice in
accordance with the provisions of Rule 2002-2 of the Local Bankruptcy
Rules for the Southern District of New York (the "Local Rules");
[provided, however]{.underline}, that, unless otherwise ordered by the
Court, the time periods set forth in Local Rules 2002-2 (b) and (d) are
hereby extended to those set forth in this decretal paragraph 5. If a
timely objection is made to a proposal to act or obtain an order by
notice of presentment, notice of settlement or other means, such
objection is deemed to be a request for a hearing. In such a case, a
Hearing Day will be chosen by the Court and the parties will be notified
of the Hearing Day pursuant to the terms of this Order.

d\. Notwithstanding anything contained in this decretal paragraph 5 to
the contrary, motions for relief from the automatic stay in accordance
with section 362 of the Bankruptcy Code shall be noticed for hearing on
the next Hearing Day that is at least twenty (20) days after such motion
is filed with the Clerk of the Court and notice thereof is served upon
the Debtors. Unless otherwise ordered by the Court, the objection
deadline with respect thereto shall be the later to occur of (i) fifteen
(15) days after the date of filing and service of such motion and (ii)
three (3) days prior to the Hearing Day with respect thereto. If such
duly scheduled motion with respect to a request for relief under section
362(d) of the Bankruptcy Code is adjourned upon the consent of the
Debtors and the moving party to a date that is on or after the thirtieth
(30th) day after the moving party's request for relief was made, the
moving party shall be deemed to have consented to the continuation of
the automatic stay in effect pending the conclusion of, or as a result
of, a final hearing and determination under section 362(d) of the
Bankruptcy Code, and shall be deemed to have waived its right to assert
the termination of the automatic stay under section 362(e) of the
Bankruptcy Code. In the event that any hearing in connection with a
motion for relief from the automatic stay shall require the presentation
of evidence, the movant shall inform the Court, the Debtors and the
Creditors' Committee, in writing, of any such intention, the manner of
presentation, the number of potential witnesses and the expected length
of such presentation no later than three (3) business days prior to the
Hearing Day with respect thereto.

e\. Notwithstanding anything contained in this decretal paragraph 5 to
the contrary, and unless otherwise shortened by an order of the Court;
motions and applications to compromise and settle claims, disputes and
causes of action pursuant to Bankruptcy Rule 9019 shall be noticed for
hearing on the next Hearing Day that is at least ten (10) days after
such motion or application is filed with the Clerk of the Court;
provided, however, that the foregoing is without prejudice to the right
of the Creditors' Committee to seek an adjournment thereof. Unless
otherwise ordered by the Court, the objection deadline with respect
thereto shall be three (3) business days prior to the Hearing Day with
respect thereto.

6\. Notwithstanding the provisions of decretal paragraph 5 hereof in the
event that, in the reasoned determination of a movant or applicant, a
motion or application of a party or entity other than the Debtors
requires emergency or expedited relief:

a\. Such movant or applicant shall contact counsel to the Debtors and
counsel to the Creditors' Committee requesting that such motion or
application be considered on an expedited basis.

b\. In the event that either counsel to the Debtors or counsel to the
Creditors' Committee disagrees with the movant's or applicant's
determination regarding the emergency or expedited nature of the relief
requested, such movant or applicant, as the case may be, shall (i)
inform the Court of such disagreement via telephone and thereafter (ii)
arrange for a chambers conference, telephonic or in person, to be held
among the Court, counsel to the Debtors, counsel to the Creditors'
Committee and such movant or applicant to discuss such disagreement. In
the event that, following such chambers conference, the Court agrees
with the position of such movant or applicant regarding the necessity
for expedited consideration, such movant or applicant, as the case may
be, may, by order to show cause, request a hearing to be held on a
Hearing Day prior to the Hearing Day that is twenty-five (25) days, or
in the case of motions for relief of the automatic stay, twenty (20)
days, following the filing and service of the applicable motion or
application. Any such motion or application must state with specificity
the reason why an emergency exists or why there is a need for expedited
treatment, indicate in the caption thereof that it is an emergency
motion and certify the fact that a chambers conference, telephonic or
in-person, was held and the concurrence of the Court as to the necessity
for expedited consideration. In the event that the Court grants such
emergency treatment, the Court shall direct the requisite notice and
shall set a hearing date and time. On the Hearing Day on which the
matter is scheduled, the Court shall first consider the propriety of
emergency treatment, whether adequate notice has been given, and whether
there has been adequate opportunity for parties to be heard. In the
event that the Debtors seek emergency or expedited relief such request
for emergency or expedited consideration shall be upon prior notice to
counsel for any statutory committee and an opportunity to be heard.

c\. In the event that counsel to the Debtors and counsel to the
Creditors' Committee do not disagree with the movant's or applicant's
determination regarding the emergency or expedited nature of the relief
requested, such movant or applicant, as the case may be, may, by
proposed scheduling order, request a hearing to be held on a Hearing Day
prior to the Hearing Day that is twenty-five (25) days, or in the case
of motions for relief of the automatic stay, twenty (20) days, following
the filing and service of the applicable motion or application. Any such
motion or application must certify the agreement of expedited treatment
by the Debtors and the Creditors' Committee, state with specificity the
reason why an emergency exists or why there is a need for expedited
treatment and indicate in the caption thereof that it is an emergency
motion. In the event that the Court grants such emergency treatment, the
Court shall direct the requisite notice and shall set a hearing date and
time. On the Hearing Day on which the matter is scheduled, the Court
shall first consider the propriety of emergency treatment, whether
adequate notice has been given, and whether there has been adequate
opportunity for parties to be heard.

**Proposed Hearing Agenda**

7\. By 12:00 noon on the day prior to each Hearing Day, the Debtors'
counsel shall provide to Chambers, counsel for the Creditors' Committee,
counsel to the Debtors' debtor in possession lenders, the U.S. Trustee,
and counsel to the Examiner a proposed agenda with regard to the matters
which are or were to be heard on such Hearing Day (the "Proposed Hearing
Agenda").

a\. The Clerk shall post the Proposed Hearing Agenda on the Court's
website and the Debtors shall provide a copy of the Proposed Hearing
Agenda to the Independent Website host and cause the Proposed Hearing
Agenda to be posted on the Independent Website. The Proposed Hearing
Agenda, whether or not served on parties or published on the Internet,
shall constitute merely a proposal for the convenience of the Court and
counsel and NOT be determinative of the matters to be heard on that day
or whether there will be a settlement or continuance.

b\. The Proposed Hearing Agenda is expected to include:

\(i\) The docket number and title of each matter to be scheduled for
hearing on the next Hearing Day;

\(ii\) Whether the matter has been adjourned;

\(iii\) Whether the matter is contested or uncontested;

\(iv\) The Debtors' estimate of the time required to hear each matter;

\(v\) Other comments that will assist the Court in organizing its docket
for the day (for example, if a request for continuance or withdrawal of
the matter is expected); and

\(vi\) a suggestion for the order in which the matters should be
addressed.

c\. On the Hearing Day, the Court may, or may not, accept the hearing
agenda proposed by the Debtors.

# Independent Website

8\. The Debtors are authorized to establish and maintain an independent,
separately named website (the "Independent Website") for the posting of
all documents filed in the main case, as well as any associated
adversary proceedings, except proofs of claim and those documents filed
under seal or otherwise excepted by the Court. It is intended that
orders, decisions and all other documents will be posted on the
Independent Website within one (1) business day of receipt by the
Independent Website host. All documents filed with the Court or
otherwise entered by the Clerk shall be posted on the Court's System, as
defined in the Electronic Procedures, and then the Independent Website
host will post such documents on the Independent Website. Unless
previously provided electronically, if necessary, it shall be the
responsibility of the Debtors to arrange to have the documents picked up
or delivered at least once during each day the Clerk's Office is open.
The Clerk of the Court shall continue to docket all documents and
maintain the official court record on the Court's System.

9\. Unless otherwise determined by the Debtors, the schedules and
statement of financial affairs (the "Schedules") to be filed by the
Debtors shall be placed on the Independent Website. In the event a party
in interest desires a photocopy of the Schedules, such party must
contact \[law firm name\], Attorneys for Debtors and Debtors in
Possession, \[attorney names, addresses\].

10\. Proofs of claims shall not be placed on the Independent Website.

11\. Notwithstanding the foregoing, in its discretion, the Court may
direct that certain pleadings not be placed on the Independent Website
if they are simply procedural and do not deal with specific substantive
matters, including, without limitation, requests for special notices and
certificates of service.

12\. The Independent Website shall prominently display the following
disclaimer:

> "Please take notice that this website has been established, and is
> being maintained and operated by the Debtors, WorldCom, Inc., et al.,
> as authorized by the United States Bankruptcy Court for the Southern
> District of New York (the "Bankruptcy Court") pursuant to the Case
> Management Order (i) Establishing, Among Other Things, Notice
> Procedures (Including By Electronic Means), Omnibus Hearing Dates, and
> Alternative Methods of Participation at Hearings and (ii) Authorizing
> WorldCom, Inc., et al., to Establish an Independent Website dated July
> 29, 2002, as amended by the First Amended Case Management Order (i)
> Establishing, Among Other Things, Notice Procedures (Including By
> Electronic Means), Omnibus Hearing Dates, and Alternative Methods of
> Participating at Hearings and (ii) Authorizing WorldCom, Inc., et al.,
> to Establish an Independent Website. This website is not the website
> of the Bankruptcy Court. While every attempt is being made to ensure
> the accuracy of the information contained on the site, this website
> does not contain or comprise the official court records. The site is
> being made available merely as a convenience to all interested parties
> and the public."

**Participation in Hearings by Telephone/Video-Conferencing**

13\. The Debtors shall arrange with a service, to be determined by the
Debtors in their sole and absolute discretion, for the participation in
hearings in these chapter 11 cases by telephone conference. Any party
filing a motion, application or other pleading, including, without
limitation, an objection or response thereto, may participate in a
hearing by telephone conference; *provided however,* that prior written
notification of such party's intention to participate telephonically
shall be provided by such party to counsel to the Debtors and any
statutory committee at least twenty-four (24) hours prior to the
commencement of any hearing. Any party not submitting a pleading, but
interested in monitoring the Court's proceedings, may participate by
telephone conference in "listen only" mode. Under no circumstances may
any party record or broadcast the proceedings conducted by the Court.
Information regarding the manner and cost of telephonic participation
shall be posted on the Court's website and the Independent Website. Any
costs associated with setting up this system, but expressly not
including the cost of participation, shall be borne by the Debtors as
permitted by 28 U.S.C. § 156(c).

14\. The Court shall consider the use of video-conferencing on a
case-by-case basis. Any costs associated with the use of
video-conferencing, unless otherwise ordered by the Court, shall be
borne by the party requesting the use thereof.

**Settlement**

15\. In the event that a matter is properly noticed for hearing and the
parties reach agreement on a settlement of the dispute prior to the
final hearing, the parties may announce the settlement at the scheduled
hearing on the Hearing Day. In the event that the Court determines that
the notice of the dispute and the hearing is adequate notice of the
effects of the settlement (i.e., that the terms of the settlement are
not materially different from what parties in interest could have
expected if the dispute were fully litigated), the Court may approve the
settlement at the hearing without further notice of the terms of the
settlement. In the event that the Court determines that additional or
supplemental notice is required, the Debtors shall serve such notice in
accordance with the procedures set forth in decretal paragraphs 3 and 5
hereof and a hearing to consider such settlement shall be on the next
Hearing Day deemed appropriate by the Court.

**Notice**

16\. Upon entry hereof, the Debtors shall serve a hard copy of this
Order upon all parties set forth on the Service List as of the date
hereof.

**Effect**

17\. This Order is without prejudice to any party in interest to seek to
amend, or otherwise modify, the relief ordered herein.

Dated: New York, New York

December 23, 2002

HONORABLE ARTHUR J. GONZALEZ

UNITED STATES BANKRUPTCY JUDGE

**Exhibit I-10. Sample Certification of No Objection**

UNITED STATES BANKRUPTCY COURT FOR THE\
DISTRICT OF NEW JERSEY

:

IN RE: : CASE NO.: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

:

: CHAPTER: 11

> :

DEBTOR : JUDGE: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**CERTIFICATION OF NO OBJECTION\
REGARDING
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**DOCUMENT NO. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

The undersigned hereby certifies that, as of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
has received no answer, objection or other responsive pleading to
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
document no. \_\_\_\_\_\_\_ filed on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. The undersigned further
certifies that I have reviewed the Court's docket in this case and no
answer, objection or other responsive pleading to the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
appears thereon. Pursuant to Notice of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
objections to the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
were to be filed and served no later than
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

It is hereby respectfully requested that the Order attached to the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ be entered at the
earliest convenience of the Court.

Dated: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Counsel to:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# Exhibit I-11. Sample Form of Notice of Agenda

UNITED STATES BANKRUPTCY COURT FOR THE\
DISTRICT OF NEW JERSEY

> : CASE NO.: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In RE :

: CHAPTER: 11

> :

DEBTOR : JUDGE: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**NOTICE OF AGENDA OF MATTERS**

**SCHEDULED ON \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_ AT
\_\_\_\_\_\_\_\_\_.M.**

CONTINUED MATTERS

1\. Title of Motion \[Document no.\]

• Response Deadline:

• Response(s) Received:

• Related Documents:

• Status: (Practice Note for Bar -- state the continued hearing date, if
known or if date needs to be determined)

UNCONTESTED MATTERS

2\. Title of Motion \[Document no.\]

• Response Deadline:

• Response(s) Received:

• Related Documents:

• Status: (Practice Note for Bar -- state no objections have been
received and a certification of No Objection has or will be filed)

PRETRIAL CONFERENCES

3\. Pretrial Conference on Complaint Re: \[Caption of Adversary\],
Adversary Pro. No. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

• Related Documents:

• Adversary Complaint of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\[Docket No.: \_\_\_\_\_\_\_\_\_\_\_\]

• Response/Answer Deadline:

• Response(s) Received:

• Related Documents:

• Status: (The matter is going forward, Practice Note for Bar: If the
parties are still negotiating please also state this development for the
court).

CONTESTED MATTERS

4\. Title of Motion \[Document no.\]

• Response Deadline:

• Response(s) Received:

• Related Documents:

• Status: (The matter is going forward, Practice Note for Bar: If the
parties are still negotiating please also state this development for the
court).

CONTESTED MATTER---EVIDENTIARY HEARING REQUIRED

5\. Title of Motion \[Document no.\]

• Response Deadline:

• Response(s) Received:

• Related Documents:

• Status: (The matter is going forward, Practice Note for Bar: If the
parties are still negotiating please also state this development for the
court).

FEE APPLICATIONS

6\. Title of Fee Application \[Document no.\]

• Response Deadline:

• Response(s) Received:

• Related Documents:

• Status

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

IMPORTANT NOTES TO NOTICE OF AGENDA

• Number Agenda matters consecutively. Therefore, do not start with
number 1 at each new section.

• Include docket numbers for any pleadings referenced on Notice of
Agenda.

• Amended Notices of Agenda should have new material in **bold** only.
There is no need to italicize, underline, or blackline. DO NOT REARRANGE
the numbering of the Notice of Agenda when and if submitting an Amended
Notice of Agenda.

• Double check the updated docket before filing a Notice of Agenda to be
sure you have included all docket numbers on pleadings listed. If for
some reason a pleading is not docketed please note TBD and state when
pleading filed with the court.

# Exhibit II-1. Sample Order Denying a Motion to Appoint a Common Stockholders Committee

UNITED STATES BANKRUPTCY COURT\
DISTRICT OF NEW HAMPSHIRE

In re )

)

)

Debtor )

) BK No.

Order Re Motion for Common Stockholders Committee

This matter came on for hearing on February 2, 1990, upon the Motion of
\[movants' names\] for Order Appointing an Official Committee of Common
Stockholders. The Motion in question was filed on January 12, 1990. The
Court has reflected on those arguments, as well as the written pleadings
on this matter and the record in this case, and hereby denies said
Motion on the following grounds:

1\. This Chapter 11 case was commenced by a voluntary petition filed on
January 28, 1988. The unique nature and complexity of this case of a
debtor that is a regulated monopoly electric utility company has been
set forth in prior opinions of this court. See, e.g., \[prior decisions
in this bankruptcy case\].

2\. Following a long and tortuous process this case in September 1989
had plans of reorganization filed by multiple, competing plan proponents
and, under a series of procedural orders entered by the Court, there
commenced a grueling sequence of hearings in November and December of
1989, consuming more than ten trial days and resulting in an order
entered December 8, 1989, approving a disclosure statement on a joint
plan of reorganization. A further procedural order then was entered on
January 3, 1990, setting forth requirements for mailing the disclosure
materials to creditors and stockholders, for voting on the plan, and for
a confirmation hearing to commence on April 4, 1990.

3\. No case cited to this court or independently found by this court has
authorized the appointment of an additional committee after the
disclosure statement hearing has been closed and the disclosure
statement approved and before a scheduled confirmation hearing.

4\. Courts generally do not look with favor on authorizing committees
late in the reorganization process due to delay and disruption. See,
e.g., \[prior decisions in this bankruptcy case\] (and cases cited
therein). The decision cited above was rendered in August of 1988 and
denied a request to appoint a separate committee of individual debenture
holders. It was noted that the Court at the outset of these proceedings
encouraged quick formation of committees in this case at conference
hearings held in February and March of 1988 and that the individual
debenture holder committee requested by a motion filed in June of 1988
would "belatedly interject" an additional committee that would cause
unjustified delay and disruption in the proceeding.

5\. Some conflicts between members of committees or their interests are
expectable and do not per se warrant authorizing an extra committee,
especially considering the added cost and complexity that appointing a
committee would bring to the proceedings. See \[prior decisions in this
bankruptcy case\].

6\. It is conceded in the present case that granting the Motion for the
Appointment of a Common Stockholder Committee will necessarily result in
subsequent motions and appointment of attorneys and financial advisors
to the new committee. In my judgment such appointments will necessarily
delay and disrupt the scheduled confirmation hearings in order for such
new professionals to be made knowledgeable about the history of this
Chapter 11 proceeding and all factors bearing upon confirmation of the
pending plan of reorganization.

7\. There has been no showing that the existing equity committee does
not adequately represent the interests of common as well as preferred
stockholders in the circumstances of this case. The makeup of the
committee has been known to all parties since originally appointed by
the U.S. Trustee at the outset of the case and, until the present Motion
was filed, no common stockholders aside from \[movant's names\] have
challenged the makeup of the committee as not being representative or
involving an impermissible conflict.

8\. The movants believe the underlying compromise with the State of New
Hampshire on rate increases for the reorganized company does not give
sufficient weight to the possible rate increases that the company might
achieve if the pending plan is not confirmed and the debtor proceeds
with a litigated rate case once the Seabrook nuclear power plant comes
online. The movants believe that the present plan proponents, including
the equity committee, will not make an appropriate showing before the
Court as to the possibilities of rate litigation as part of a showing
that the compromise included within the plan of reorganization is fair
and equitable. However, the plan proponents will have the burden at the
confirmation hearing of establishing on the record that the compromise
is fair and equitable---including a showing as to the range of possible
results that might come out of a litigated rate case---as a factor in
determining whether the plan is in the best interest of creditors and
stockholders under Bankruptcy Code § 1129 (a)(7). The Court will have to
make an affirmative finding in that regard to support confirmation of
the pending plan.

9\. The Court also notes in this regard that by Order entered April 3,
1989, the Court appointed \[examiner's name\], a former Chairman of the
New York Public Service Commission, as Examiner in these proceedings
under Bankruptcy Code § 1104, and has appointed \[examiner's attorney's
name\] of New York City, as his attorney in these proceedings. The Court
expects to receive knowledgeable analysis and information from the
Examiner and his attorney at the confirmation hearing with regard to the
range of possible results in a litigated rate case with the State of New
Hampshire should the pending plan of reorganization not be confirmed. To
the extent that the existing orders appointing the Examiner and his
attorney may be restrictive in that regard they are hereby amended and
expanded pro tanto to ensure this Court will have the requisite
information to make the best interest finding under Bankruptcy Code §
1129(a)(7) at the confirmation hearing.

10\. Nothing in this Order denying appointment of a committee will
prevent \[movants' names\] from opposing in their individual capacities
as common stockholders the confirmation of the plan of reorganization
under the scheduling order. Moreover, under Bankruptcy Code § 503(b)(3)
and (b)(4) should their activity in this case result in the making of a
substantial contribution to the case as therein provided, they have the
possibility of recovering their fees and expenses in that regard as an
administrative expense of this estate.

11\. Finally, it should be noted that the reluctance of this and other
courts to appoint additional committees late in the reorganization
process---and particularly after the disclosure statement hearings have
been closed---is a function of the importance to the Chapter 11
reorganization process of meaningful and effective deadlines for plan
formulation. This is especially true with regard to the approval of the
requisite disclosure statement permitting a plan to go forward for vote
on confirmation. Much that makes Chapter 11 work is the result of the
pressure put on the parties and interests to "put their best foot
forward" in the plan formulation process before the disclosure statement
hearings are closed and the plan confirmation procedures commence. The
present case, in its history during the August through December 1989
period, amply illustrates the constant improving of contending plans
under this competitive time pressure, leading to the closing of the
disclosure statement hearings.

12\. The question as to the makeup of the equity committee in this case
could have been raised at any time prior to the closing of the
disclosure statement hearings, but was not. To order an additional
committee now on that ground, even if it arguably might have been
ordered earlier in the case, would be a precedent that would inevitably
weaken the force of the procedures and deadlines necessary to effective
plan formulation in Chapter 11 cases.

DONE and ORDERED this 9th day of February, 1990, at Manchester, New
Hampshire.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**JAMES E. YACOS**

**BANKRUPTCY JUDGE**

Debtor to serve Full List

# Exhibit II-2. Sample Order with Respect to Procedures for Prepackaged Chapter 11 Cases

UNITED STATES BANKRUPTCY COURT\
SOUTHERN DISTRICT OF INDIANA

IN RE: )

> )

PROCEDURES FOR ) GENERAL ORDER NO. 03-11

PREPACKAGED CHAPTER 11 CASES )

> )

**1. Definition of "Prepackaged Chapter 11 Case."** A "prepackaged
Chapter 11 case" shall be one in which the Debtor, substantially
contemporaneously with the filing of its Chapter 11 petition, files a
Confirmation Hearing Scheduling Motion for Prepackaged Plan satisfying
the applicable criteria set forth below ("Prepack Scheduling Motion"), a
plan, disclosure statement (or other solicitation document), and voting
certification.

**2. Criteria for Prepackaged Chapter 11 Case; Contents of Prepack
Scheduling Motion.**

2.1 [Contents of Prepack Scheduling Motion.]{.underline} The Prepack
Scheduling Motion shall represent:

2.1(a) that the solicitation of all votes to accept or reject the
Debtor's plan required for confirmation of that plan was completed prior
to commencement of the Debtor's Chapter 11 case, and that no additional
solicitation of votes on that plan is contemplated by the Debtor, or
that the solicitation of all votes to accept or reject the Debtor's plan
required for confirmation of that plan has been deemed adequate by the
Court pursuant to ¶ 2.3 below such that no additional solicitation will
be required;

2.1(b) that the requisite acceptances of such plan have been obtained
from each class of claims or interests as to which solicitation is
required except as provided in ¶ 2.1(c) below; and

2.1(c) with respect to any class of interests that has not accepted the
plan whether or not it is deemed not to have accepted the plan under §
1126(g), represent that the Debtor is requesting confirmation under §
1129(b); and

2.1(d) request entry of an order scheduling the hearing, on date that is
not more than ninety days after the petition date, on confirmation of
the plan and on whether the Debtor has satisfied the requirements of
either 11 U.S.C. § 1126(b)(1) or (b)(2).

2.2 [Confirmation Pursuant to 11 U.S.C. § 1129(b)(2)(C).]{.underline} A
Chapter 11 case may constitute a "prepackaged Chapter 11 case" for
purposes of these guidelines notwithstanding the fact that the Debtor
proposes to confirm the Plan pursuant to 11 U.S.C. § 1129(b)(2)(C) as to
a class of interests.

2.3 [Filing of Petition After Solicitation Has Commenced But Before
Expiration of Voting Deadline.]{.underline} Unless the Court orders
otherwise, if a Chapter 11 case is commenced by or against the Debtor,
or if a Chapter 7 case is commenced against the Debtor and converted to
a Chapter 11 case by the Debtor pursuant to 11 U.S.C. § 706(a), after
the Debtor has transmitted all solicitation materials to holders of
claims or interests whose vote is sought but before the deadline for
casting acceptances or rejections of the Debtor's plan (the "Voting
Deadline"):

2.3(a) the Debtor and other parties in interest shall be permitted to
accept but not solicit ballots until the Voting Deadline; and

2.3(b) After notice and a hearing the Court shall determine the effect
of any and all such votes.

2.4 [Applicability of Guidelines to Cases Involving Cramdown of Classes
of Claims and Interests and "Partial Prepackaged Chapter 11
Cases."]{.underline} The Court may, upon request of the Debtor or other
party in interest in an appropriate case, apply some or all of these
guidelines to:

2.4(a) cases in which the Debtor has satisfied the requirements of
¶ 2.1(a) above but intends to seek confirmation of the plan pursuant to
11 U.S.C. § 1129(b) as to a class of (1) claims which is deemed not to
have accepted the plan under 11 U.S.C. § 1126(g); (2) claims or
interests which is receiving or retaining property under or pursuant to
the plan but whose members' votes were not solicited prepetition and
whose rejection of the plan has been assumed by the Debtor for purposes
of confirming the plan; or (3) claims or interests which is receiving or
retaining property under or pursuant to the plan and which voted
prepetition to reject the plan, as long as no class junior to such
rejecting class is receiving or retaining any property under or pursuant
to the plan; and

2.4(b) "partial prepackaged Chapter 11 cases," i.e., cases in which
acceptances of the Debtor's plan were solicited prior to the
commencement of the case from some, but not all, classes of claims or
interests whose solicitation is required to confirm the Debtor's plan.

3\. Procedure Prior to Filing.

3.1 [Notice of Proposed Filing to UST.]{.underline} At least two
business days prior to the anticipated filing date of the prepackaged
Chapter 11 case, the Debtor should notify the UST of the Debtor's
intention to file a prepackaged Chapter 11 case and supply the UST with
two copies of the Debtor's plan and disclosure statement (or other
solicitation document).

3.2 [Notice of Proposed "Prepackaged First Day Orders".]{.underline}
Paragraph 4.2 of the Court's General Order No. 03-10, concerning
procedures prior to filing of First Day Motions, applies to all
Prepackaged First Day Motions (as defined in ¶ 3.3 below). In addition,
counsel for the Debtor should advise the Courtroom Deputy for the Judge
assigned to the case of any unique procedures which may be requested.

3.3 [Prepackaged First Day Orders.]{.underline}

3.3(a) [Motions for Request for Entry of Immediate Orders.]{.underline}
"Prepackaged First Day Motions" as defined in (b), shall comply with the
requirements of ¶¶ 4 and 5 of the Court's General Order No. 03-10.

3.3(b) [Typical Prepackaged First Day Motions.]{.underline} Prepackaged
First Day Motions typically entertained by the Court on or within two
business days of the later of the petition date or the date of filing of
the Prepackaged First Day Motions include (but are not limited to) the
First Day Motions listed in ¶ 4.6 of the Court's General Order No.
03-10, and the following:

3.3(b)(i) Prepack Scheduling Motion, setting forth the information
required in ¶ 2 above.[^4]

3.3(b)(ii) Motion for order authorizing Debtor to mail initial notices,
including the notice of meeting of creditors under 11 U.S.C. § 341(a).

3.3(b)(iii) Motion for order dispensing with the requirement of filing
any or all schedules and statement of financial affairs in the event the
Debtor is not seeking to bar and subsequently discharge all or certain
categories of debt or extending Debtor's time for filing schedules and
statement of financial affairs to a specified date.

3.3(b)(iv) Motion for an order setting the last date for filing proofs
of claim or interest if the Debtor has determined that a deadline should
be set.

3.3(b)(v) Employment Applications, as defined in ¶ 6 of the Court's
General Order No. 03-10;

3.3(b)(vi) Motion for order authorizing employment and payment without
fee applications of professionals used in ordinary course of business,
not to exceed a specified individual and aggregate amount.

3.3(b)(vii) Motion for order establishing procedures for compensation
and reimbursement of expenses of professionals.

3.3(b)(viii) Motion for order authorizing Debtor to pay claims for
contribution to employee benefit plans in an amount not to exceed a
specified amount, which amount shall be set forth in the Motion. If the
Motion requests authority to pay amounts in excess of the amounts set
forth in 11 U.S.C. § 507(a)(4) (as modified by 11 U.S.C. § 104(b)) then
a list of the names and position/job titles of all employees as to whom
those payments will be made shall be attached. However, the propriety of
those requests shall be considered on a case-by-case basis. The Motion
also shall provide the information required by ¶ 3.3(c).

3.3(b)(ix) Motion for an order authorizing Debtor to reimburse employee
business expenses in an amount not to exceed a specified amount per
employee and not to exceed a specified aggregate amount, which amounts
shall be set forth in the Motion. The Motion also shall provide the
information required by ¶ 3.3(c).

3.3(b)(x) Motion for an order authorizing Debtor to pay creditors whose
prepetition claims will be paid in full in cash on consummation under
the Debtor's plan, not to exceed a specified aggregate amount, which
amount shall be set forth in the Motion. The Motion should disclose the
types of claims that the Debtor proposes to pay, e.g., trade creditors
supplying goods; trade creditors supplying services; professionals
involved in the routine, day‑to‑day operations and business of the
Debtor. The Motion also shall provide the information required by ¶
3.3(c).

3.3(b)(xi) Motion for an order authorizing continued performance without
assumption under key executory contracts, including payment of
prepetition amounts due and owing thereunder in an amount not to exceed
specified aggregate and per claimant amounts. The Motion shall list and
state all contracts subject to the motion and provide the information
required by ¶ 3.3(c).

3.3(b)(xii) any Motion to Sell, as defined in ¶ 8 of the Court's General
Order No. 03-10.

3.3(c) [Motions Affecting Priority Claims.]{.underline} Any Motion under
¶ 3.3(b)(viii) through (ix) that proposes to pay a claim which is not a
priority claim shall also explain why those claims should be afforded
the treatment requested in the Motion.

3.4 [Voting Period; Ballot; Multiple Votes; Notice
Presumptions.]{.underline}

3.4(a) [Voting Period Guidelines.]{.underline} Under ordinary
circumstances, in determining whether the time allowed for casting
acceptances and rejections on the Debtor's plan satisfied Fed. R. Bankr.
P. 3018(b), the Court will approve as reasonable:

3.4(a)(i) For securities listed or admitted to trading on the New York
Stock Exchange or American Stock Exchange or any international exchanges
quoted on NASDAQ, and for securities publicly traded on any other
national securities exchange ("Publicly Traded Securities"), a
twenty-business-day voting period, measured from the date of
commencement of mailing.

3.4(a)(ii) For securities which are not Publicly Traded Securities and
for debt for borrowed money which is not evidenced by a Publicly Traded
Security, a ten-business-day voting period, measured from the date of
commencement of mailing.

3.4(a)(iii) For all other claims and interests, a twenty-business-day
voting period, measured from the date of commencement of mailing.

3.4(b) [Shorter or Longer Voting Period.]{.underline} Nothing herein is
intended to preclude a shorter voting period if it is justified in a
particular case or any party in interest from demonstrating that the
presumptions set forth above are not reasonable in a particular case.

3.4(c) [Ballot.]{.underline} The ballot may include information in
addition to that set forth on the Official Ballot Form, and may request
and provide space for the holder of a claim or interest to vote on
matters in addition to the plan. By way of example, the ballot may seek
and record votes relating to an exchange offer, consents to or votes
with respect to benefits plans, and elections provided for in the plan
(or exchange offer).

3.4(d) [Multiple Votes.]{.underline} If the holder of a claim or
interest changes its vote during the prepetition voting period, only the
last timely ballot cast by such holder shall be counted in determining
whether the plan has been accepted or rejected unless the disclosure
statement (or other solicitation document) clearly provides for some
other procedure for determining votes on the prepackaged plan. If a
holder of a claim or interest wants to change a vote post‑petition, Fed.
R. Bankr. P. 3018(a) requires a showing of cause and Court approval.

3.4(e) [Notice Guidelines.]{.underline} In determining whether the plan
was transmitted to substantially all creditors and equity security
holders of the same class, the Court will take into account whether (1)
the Debtor transmitted the plan and disclosure statement (or other
solicitation document) in substantial compliance with applicable
nonbankruptcy law, rules, or regulations and (2) the fact that creditors
and equity security holders who are not record holders of the securities
upon which their claims or interests are based generally assume the risk
associated with their decision to hold their securities in "street
name."

3.5 [Meeting of Creditors.]{.underline} After the filing of the
Chapter 11 petition, the Debtor shall notify creditors of the date, time
and place of the meeting of creditors pursuant to 11 U.S.C. § 341(a), as
well as the other information set forth in § 9.8(b)(ii) below. The date
set for the § 341(a) meeting should be no more than forty days after the
filing of the petition.

3.6 [Last Date for Filing Proofs of Claim or Interest.]{.underline}

3.6(a) A last date to file proofs of claim or interest will not be set
unless the Debtor seeks an order fixing such a deadline for filing
proofs of claim or proofs of interest.

3.6(b) If a claims agent is appointed, such agent shall docket all
proofs of claim and proofs of interest and deliver to the Debtor
complete copies of the proofs of claim and interest, along with a
complete claims and interest docket, not later than five business days
after the last date to file proofs of claim or interest.

3.7 [Notice.]{.underline}

3.7(a) [In General.]{.underline} Notice of the filing of the plan and
disclosure statement (or other solicitation document) and of the hearing
to consider compliance with disclosure requirements and confirmation of
the plan must be given to all parties‑in‑interest. Paper copy of a
notice must be mailed; service of a notice of electronic filing will not
suffice. No further distribution of the plan and disclosure statement
(or other solicitation document) beyond that which occurred prepetition
is required unless requested by a party‑in‑interest.

3.7(b) [Hearing Notice.]{.underline}

3.7(b)(i) Where the disclosure statement has not been approved by the
Court prior to confirmation, the Debtor shall prepare and mail paper
copies to all parties‑in‑interest of a Notice of Confirmation Hearing
and Approval of Disclosure Statement (or other solicitation documents)
(the "Hearing Notice"). The Hearing Notice must (1) set forth the date,
time and place of the hearing to consider compliance with disclosure
requirements and confirmation of the plan; (2) set forth the date and
time by which objections to the foregoing must be filed and served; (3)
include a chart summarizing plan distributions; (4) set forth the name,
address and telephone number of the person from whom copies of the plan
and disclosure statement (or other solicitation document) can be
obtained (at the Debtor's expense); and (5) state that the plan and
disclosure statement (or other solicitation document) can be viewed
electronically and explain briefly how electronic access to these
documents may be obtained.

3.7(b)(ii) Either the Hearing Notice or a separate notice must set forth
the date, time and place of the § 341(a) meeting and state that such
meeting will not be convened if (1) the plan is confirmed prior to the
date set for the § 341(a) meeting and (2) the order confirming the plan
(or order entered substantially contemporaneously therewith) contains a
provision waiving the convening of such a meeting.

3.7(c) [Service.]{.underline}

3.7(c)(i) The Hearing Notice shall be served upon (1) record
(registered) holders of debt and equity securities (determined as of the
record date established in the disclosure statement or other
solicitation document) that were entitled to vote on the plan,
(2) record (registered) holders of all [other]{.underline} claims and
interests of any class (determined as of a record date that is not more
than ten days prior to the date of the filing of the petition), (3) all
other creditors listed in the Debtor's schedules, unless Debtor is not
seeking to bar and subsequently discharge claims, in which case
schedules may not be required to be filed, (4) the UST, (5) all
indenture trustees, (6) any committee(s) that may have been appointed in
the case, and (7) the United States in accordance with Fed. R. Bankr.
P. 2002.

3.7(c)(ii) The Debtor shall inform the Court of the proposed procedures
for transmitting the Hearing Notice to beneficial holders of stock,
bonds, debentures, notes, and other securities, and the Court shall
determine the adequacy of those procedures and enter such orders as it
deems appropriate.

3.7(d) [Time Period.]{.underline} The Official Notice shall be mailed at
least twenty days prior to the scheduled hearing date on confirmation of
the plan and adequacy of disclosure unless the Court shortens such
notice period.

3.8 [Combined Hearings.]{.underline} The hearings on the Debtor's
compliance with either 11 U.S.C. § 1126(b)(1) or 11 U.S.C. § 1126(b)(2),
as applicable, and on confirmation of the plan in a prepackaged
Chapter 11 case shall be combined whenever practicable.

**This order shall become effective on November 3, 2003.**

SO ORDERED THIS \_\_\_\_\_ DAY OF \_\_\_\_\_\_\_\_\_\_\_, 2003.

FOR THE COURT:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> Basil H. Lorch, III, Chief Judge

# 

# Exhibit II-3. Sample Order for a Disclosure and Confirmation Hearing on a Prepackaged Plan

UNITED STATES BANKRUPTCY COURT\
SOUTHERN DISTRICT OF NEW YORK

x

:

In re: :

: Chapter 11 Case No.

\[NAME\], : \_\_-\_\_\_\_\_\_\_\_\_\_\_(\_\_)

:

> Debtor. :

\[DEBTOR'S ADDRESS\] : Tax ID No.

x \_\_\_\_\_\_\_\_\_\_\_\_\_

SUMMARY OF PLAN OF REORGANIZATION AND NOTICE OF HEARING TO CONSIDER (i)
DEBTOR'S COMPLIANCE WITH\
DISCLOSURE REQUIREMENTS AND (ii) CONFIRMATION OF PLAN OF REORGANIZATION

NOTICE IS HEREBY GIVEN as follows:

1\. On , (the "Petition Date"), \[name of debtor\], the above-captioned
debtor (the "Debtor"), filed with the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court") a proposed
plan of reorganization (the "Plan") and a proposed disclosure statement
(the "Disclosure Statement") pursuant to §§ 1125 and 1126(b) of title 11
of the United States Code (the "Bankruptcy Code"). Copies of the Plan
and the Disclosure Statement may be obtained upon request of Debtor's
counsel at the address specified below and are on file with the Clerk of
the Bankruptcy Court, \[address\], where they are available for review
between the hours of 9:00 a.m.--4:30 p.m. The Plan and Disclosure
Statement also are available for inspection on the Bankruptcy Court's
Internet site at www.nysb.uscourts.gov.

Summary of Plan of Reorganization

2\. \[Provide one paragraph general description of salient Plan
provisions, including whether proponent requests confirmation pursuant
to 11 U.S.C. § 1129(b).\] Votes on the Plan were solicited prior to the
Petition Date. The following chart summarizes the treatment provided by
the Plan to each class of claims and interests and indicates the
acceptance or rejection of the Plan by each class entitled to vote.

  -------------- -------------------- ----------------------- ------------
  CLASS          CLASS CLASSIFICATION IMPAIRMENT/\            ACCEPT/
                                      TREATMENT               REJECT

                                                              

                                                              

                                                              
  -------------- -------------------- ----------------------- ------------

Hearing to Consider Compliance with Disclosure Requirements

3\. A hearing to consider compliance with the disclosure requirements,
any objections to the Disclosure Statement, and any other matter that
may properly come before the Bankruptcy Court will be held before the
Honorable , United States Bankruptcy Judge, in Room of the United States
Bankruptcy Court, \[ADDRESS\], on at : .m. or as soon thereafter as
counsel may be heard (the "Disclosure Compliance Hearing"). The
Disclosure Compliance Hearing may be adjourned from time to time without
further notice other than an announcement of the adjourned date or dates
at the Disclosure Compliance Hearing or at an adjourned Disclosure
Compliance Hearing and will be available on the electronic case filing
docket.

4\. Any objections to the Disclosure Statement shall be in writing,
shall conform to the Federal Rules of Bankruptcy Procedure and the Local
Rules of the Bankruptcy Court, shall set forth the name of the objector,
the nature and amount of any claims or interests held or asserted by the
objector against the estate or property of the Debtor, the basis for the
objection, and the specific grounds therefor, and shall be filed with
the Bankruptcy Court at the address specified in the previous paragraph,
with a copy delivered directly to Chambers, together with proof of
service thereof, and served upon the following persons so as to be
received on or before\
, , at 5:00 p.m. (Eastern Time):

\(i\) \[NAME AND ADDRESS (ii) \[NAME AND ADDRESS OF

of DEBTOR'S COUNSEL\] COMMITTEE COUNSEL\]

\(iii\) \[NAME AND ADDRESS OF (iv) \[NAME AND ADDRESS OF

BANK COUNSEL\] INDENTURE TRUSTEE\]

\(v\) OFFICE OF THE UNITED STATES

TRUSTEE

33 Whitehall Street, 21st Floor

New York, NY 10004

Attn: Deirdre A. Martini, Esq.

\[and if applicable\]

\(vi\) OFFICE OF THE UNITED (vii) SECURITIES AND EXCHANGE STATES
ATTORNEY FOR COMMISSION

THE SOUTHERN DISTRICT OF Northeast Regional

> NEW YORK 3 World Financial Center

One St. Andrew's Plaza Broker Dealer Dept., Rm. 4300

New York, NY 10007 New York, NY 10281

Attn: David Jones, Esq.

UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN\
ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY
COURT.

Hearing on Confirmation of the Plan

5\. A hearing to consider confirmation of the Plan, any objections
thereto, and any other matter that may properly come before the
Bankruptcy Court shall be held before the Honorable , United States
Bankruptcy Judge, in Room of the United States Bankruptcy Court,
\[address\], immediately following the Disclosure Compliance Hearing
referred to above or at such later time as determined by the Bankruptcy
Court at the conclusion of the Disclosure Compliance Hearing (the
"Confirmation Hearing"). The Confirmation Hearing may be adjourned from
time to time without further notice other than an announcement of the
adjourned date or dates at the Confirmation Hearing or at an adjourned
Confirmation Hearing.

6\. Objections to the Plan, if any, shall be in writing, shall conform
to the Federal Rules of Bankruptcy Procedure and the Local Rules of the
Bankruptcy Court, shall set forth the name of the objector, the nature
and amount of any claims or interests held or asserted by the objector
against the estate or property of the Debtor, the basis for the
objection, and the specific grounds therefor, and shall be filed with
the Bankruptcy Court at the address specific in the previous paragraph,
with a copy delivered directly to Chambers, together with proof of
service thereof, and served upon the persons set forth in paragraph 4
above so as to be received on or before , , at 5:00 p.m. (Eastern time).
**UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS
NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.**

7\. The times fixed for the Confirmation Hearing and objections to
confirmation of the Plan may be rescheduled by the Bankruptcy Court in
the event that the Bankruptcy Court does not find compliance with the
disclosure requirements on\
, . Notice of the rescheduled date or dates, if any, will be provided by
an announcement at the Disclosure Compliance Hearing or at an adjourned
Disclosure Compliance Hearing and will be available on the electronic
case filing docket.

Section 341(a) Meeting

8\. A meeting pursuant to section 341(a) of the Bankruptcy Code (the
"Section 341(a) Meeting") shall be held at the United States Bankruptcy
Court, in room , \[ADDRESS\], on , at : .m. Such meeting will not be
convened if (i) the Plan is confirmed prior to the date set forth above
for the Section 341(a) Meeting and (ii) the order confirming the Plan
(or order entered substantially contemporaneously therewith) contains a
provision waiving the convening of a Section 341(a) Meeting.

Dated: New York, New York BY ORDER OF THE COURT

,

United States Bankruptcy Judge

\[NAME, ADDRESS, AND

TELEPHONE NUMBER OF

DEBTOR'S COUNSEL\]

# Exhibit II-4. Guidelines on Sale of All or Substantially All Assets

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF TEXAS

GUIDELINES FOR EARLY DISPOSITION OF ASSETS\
IN CHAPTER 11 CASES

THE SALE OF SUBSTANTIALLY ALL ASSETS UNDER SECTION 363\
AND OVERBID AND TOPPING FEES

The following guidelines are promulgated as a result of the increasing
use of pre-negotiated or pre-packaged plans and 11 U.S.C. § 363 sales to
dispose of substantially all assets of a Chapter 11 debtor shortly after
the filing of the petition. The guidelines recognize that parties in
interest perceive the need at times to act expeditiously on such
matters. In addition, the guidelines are written to provide procedural
protection to the parties in interest. The court will consider requests
to modify the guidelines to fit the circumstances of a particular case.

OVERBIDS & TOPPING FEES

1\. [Topping Fees and Break-up Fees]{.underline}. Any request for the
approval of a topping fee or break-up fee provision shall be supported
by a statement of the precise conditions under which the topping fee or
break-up fee would be payable and the factual basis on which the seller
determined the provision was reasonable. The request shall also disclose
the identities of other potential purchasers, the offers made by them
(if any), and the nature of the offer, including, without limitation,
any disclosure of their plans as it relates to retention of debtor's
employees.

2\. Topping fees, break-up fees, overbid amounts and other buyer
protection provisions will be reviewed on a case-by-case basis and
approved if supported by evidence and case law. Case law may not support
buyer protection provisions for readily marketable assets.

3\. In connection with a request to sell substantially all assets under
§ 363 within 60 days of the filing of the petition, buyer protections
may be considered upon motion, on an expedited basis.

THE SALE OF SUBSTANTIALLY ALL ASSETS UNDER SECTION 363 WITHIN 60 DAYS OF
THE FILING OF THE PETITION

4\. [The Motion to Sell]{.underline}. In connection with any hearing to
approve the sale of substantially all assets at any time before 60 days
after the filing of the petition, a motion for an order authorizing a
sale procedure and hearing or the sale motion itself when regularly
noticed, should include factual information on the following points:

a\. [Creditors' Committee]{.underline}. If a creditors' committee
existed prepetition, indicate the date and manner in which the committee
was formed, as well as the identity of the members of the committee and
the companies with which they are affiliated.

b\. [Counsel for Committee]{.underline}. If the prepetition creditors'
committee retained counsel, indicate the date counsel was engaged and
the selection process, as well as the identity of committee counsel.

c\. [Sale Contingencies]{.underline}. Statement of all contingencies to
the sale agreement, together with a copy of the agreement.

d\. [Creditor Contact List]{.underline}. If no committee has been
formed, a list of contact persons, together with fax and phone numbers
for each of the largest 20 unsecured creditors.

e\. [Administrative Expenses]{.underline}. Assuming the sale is
approved, an itemization and an estimate of administrative expenses
relating to the sale to be incurred prior to closing and the source of
payment for those expenses.

f\. [Proceeds of Sale]{.underline}. An estimate of the gross proceeds
anticipated from the sale, together with an estimate of the net proceeds
coming to the estate with an explanation of the items making up the
difference. Itemize all deductions that are to be made from gross sale
proceeds and include a brief description of the basis for any such
deductions.

g\. [Debt Structure of Debtor]{.underline}. A brief description of the
debtor's debt structure, including the amount of the debtor's secured
debt, priority claims and general unsecured claims.

h\. [Need for Quick Sale]{.underline}. An extensive description of why
the assets of the estate must be sold on an expedited basis. Include a
discussion of alternatives to the sale.

i\. [Negotiating Background]{.underline}. A description of the length of
time spent in negotiating the sale, and which parties in interest were
involved in the negotiation, along with a description of the details of
any other offers to purchase, including, without limitation, the
potential purchaser's plans in connection with retention of the debtor's
employees.

j\. [Marketing of Assets]{.underline}. A description of the manner in
which the assets were marketed for sale, including the period of time
involved and the results achieved.

k\. [Decision to Sell]{.underline}. The date on which the debtor
accepted the offer to purchase the assets.

l\. [Relationship of Buyer]{.underline}. A statement identifying the
buyer and setting forth all of the buyer's (including its officers,
directors and shareholders) connections with the debtor, creditors, any
other party in interest, their respective attorneys, accountants, the
United States Trustee or any person employed in the office of the United
States Trustee.

m\. [Post-Sale Relationship with Debtor]{.underline}. A statement
setting forth any relationship or connection the debtor (including its
officers, directors, shareholders and employees) will have with the
buyer after the consummation of the sale, assuming it is approved.

n\. [Relationship with Secured Creditors]{.underline}. If the sale
involves the payment of all or a portion of secured debt(s), a statement
of all connections between debtor's officers, directors, employees or
other insiders and each secured creditor involved (for example, release
of insider's guaranty).

o\. [Insider Compensation]{.underline}. Disclosure of current
compensation received by officers, directors, key employees or other
insiders pending approval of the sale.

p\. [Notice Timing]{.underline}. Notice of the hearing on the motion to
approve the motion to sell will be provided as is necessary under the
circumstances.

5\. [Proposed Order Approving Sale]{.underline}. A proposed order
approving the sale must be included with the motion or the notice of
hearing. A proposed final order and redlined version of the order
approving the sale should be provided to chambers twenty-four hours
prior to the hearing.

6\. [Good Faith Finding]{.underline}. There must be an evidentiary basis
for a finding of good faith under 11 U.S.C. § 363(m).

7\. [Competing Bids]{.underline}. Unless the court orders otherwise,
competing bids may be presented at the time of the hearing. The motion
to sell and the notice of hearing should so provide.

8\. [Financial Ability to Close]{.underline}. Unless the court orders
otherwise, any bidder must be prepared to demonstrate to the
satisfaction of the court, through an evidentiary hearing, its ability
to consummate the transaction if it is the successful bidder, along with
evidence regarding any financial contingencies to closing the
transaction.

9\. [Hearing and Notice Regarding Sale]{.underline}. Unless the court
orders otherwise, all sales governed by these guidelines, including
auctions or the presentation of competing bids, will occur at the
hearing before the court. The court may, for cause, including the need
to maximize and preserve asset value, expedite a hearing on a motion to
sell substantially all assets under § 363.

# Exhibit II-5. Guidelines for Cash Collateral and Financing Stipulations

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF CALIFORNIA

GUIDELINES FOR CASH COLLATERAL AND FINANCING MOTIONS AND STIPULATIONS

A. Introduction

The following Guidelines for Cash Collateral and Financing Motions and
Stipulations ("Guidelines") are promulgated pursuant to B.L.R. 9029-1
and apply to uncontested motions or stipulations for the use of cash
collateral (see Bankruptcy Code § 363(c)(2) and (3) and Fed. R. Bankr.
P. 4001(b) and (d)) and to uncontested motions or stipulations for
obtaining credit (see Bankruptcy Code § 364(c) and Fed. R. Bankr. P.
4001(c) and (d)).

B. Introductory Statement

Any motion or stipulation presented to the court for approval must
include a completed Cash Collateral---Post-Petition Financing
Introductory Statement ("Introductory Statement"), which shall not
exceed three pages and shall be signed and certified by the Certifying
Professional as provided herein.

The Introductory Statement for cash collateral motions and stipulations
must summarize all material provisions of the motion or stipulation,
including:

• the name of each entity with an interest in the cash collateral;

• the purposes for the use of the cash collateral:

• the terms, including duration, of the use of the cash collateral; and

• any liens, cash payments, or other adequate protection (including any
protections afforded by Bankruptcy Code § 364) that will be provided to
each entity with an interest in the cash collateral or, if no additional
adequate protection is proposed, an explanation of why each entity's
interest is adequately protected.

Motions or stipulations for authority to obtain credit under Bankruptcy
Code § 364 shall be accompanied by:

• a copy of the credit agreement;

• a proposed form of order; and

• the Introductory Statement, which must summarize all material
provisions of the proposed credit agreement, including the amount of
"new" money to be advanced, interest rate, maturity, events of default,
liens, borrowing limits, and borrowing conditions.

C. Required Disclosures

If the motion, stipulation, proposed credit agreement or proposed order
(either for use of cash collateral or for financing) includes any of the
following provisions, the motion or stipulation shall describe the
nature and extent of each provision, explain the reasons for each
provision, and identify the specific location of the provisions in the
proposed form of order, agreement, stipulation or other document:

1\. The granting of priority or a lien on property of the estate
pursuant to Bankruptcy Code § 364(c) or (d);

2\. The providing of adequate protection or priority with respect to a
claim that arose before the commencement of the case, including the
granting of a lien on property of the estate to secure the claim, or the
use of property of the estate or credit obtained under Bankruptcy Code §
364 to make cash payments on account of the claim;

3\. A determination with respect to the validity, perfection, priority,
or amount of a claim that arose before the commencement of the case, or
of any lien securing such claim;

4\. A waiver or modification of the provisions of the Bankruptcy Code or
applicable rules relating to the automatic stay;

5\. A waiver or modification of any entity's authority to file a plan,
to seek an extension of time in which the debtor has the exclusive right
to file a plan, or the right to request the use of cash collateral under
Bankruptcy Code § 363(c), or to request authority to obtain credit under
Bankruptcy Code § 364;

6\. A waiver or modification of the applicability of nonbankruptcy law
relating to the perfection of a lien on property of the estate, or on
the foreclosure or other enforcement of the lien;

7\. A release, waiver, or limitation on any claim or other cause of
action belonging to the estate or the trustee, including any
modification of the statute of limitations or other deadline to commence
an action;

8\. Indemnification of any entity;

9\. A release, waiver, or limitation of any right under Bankruptcy Code
§ 506(c); or

10\. The granting of a lien on any claim or cause of action arising
under Bankruptcy Code § 544, 545, 547, 548, 549, 553(b), 723(a), or
724(a).

11\. Provisions for "carve-outs" for professionals' fees and expenses.

D. Application of Rule 9024

The court may grant appropriate relief under Fed. R. Bankr. P. 9024 if
it determines that the Introductory Statement did not adequately
disclose a material element of the motion, stipulation or agreement.

E. The court will not ordinarily approve the following:

1\. Cross-collateralization clauses, i.e., clauses that secure
prepetition debt by postpetition assets in which the secured party would
not otherwise have a security interest by virtue of its prepetition
security agreement or applicable law. See Bankruptcy Code § 552. Also,
"roll-ups," i.e., such as provisions deeming pre-petition debt to be
post-petition debt or using post-petition loans from a pre-petition
secured creditor to pay part or all of that secured creditor's
pre-petition debt, other than as provided in Bankruptcy Code § 552(b),
which deals with security interests in proceeds and profits. (See ¶¶
C.1, C.2)

2\. Provisions or findings of fact that bind the estate or all parties
in interest with respect to the validity, perfection or amount of the
pre-petition secured party's lien or debt. (See ¶ C.3)

3\. Provisions or findings of fact that bind the estate or all parties
in interest with respect to the relative priorities of the secured
party's lien and liens held by persons who are not party to the
stipulation. (This would include, for example, an order approving a
stipulation providing that the secured party's lien is a "first
priority" lien.) (See ¶ C.3)

4\. Waivers of, or grants of lien on, rights under Bankruptcy Code §
506(c), unless the waiver or grant is effective only during the period
in which the debtor is authorized to use cash collateral or borrow
funds. (Otherwise a future trustee might be faced with a duty to care
for and preserve collateral in the trustee's possession and no financial
means for discharging that duty.) (See ¶ C.9, C.10)

5\. Provisions that operate, as a practical matter, to divest the debtor
in possession or trustee of any discretion in the formulation of a plan
or administration of the estate or limit access to the court to seek any
relief under other applicable provisions of law. (See ¶ C.5)

6\. Releases of, or limitations on, liability for the creditor's alleged
prepetition torts or breaches of contract. (See ¶ C.7)

7\. Waivers of, or liens on any of the estate's rights arising under
Bankruptcy Code § 544, 545, 547, 548, 549, 553, 723(a), or 724(a), or
the proceeds of any such rights. (See ¶ C.10)

8\. Automatic relief from the automatic stay upon default, conversion to
Chapter 7, or appointment of a trustee. (See ¶ C.4)

9\. Waivers and modifications of the procedural requirements for
foreclosure mandated under applicable non-bankruptcy law. (See ¶ C.6)

10\. Waivers or limitations, effective on default or expiration, of the
debtor in possession's or trustee's right to move for a court order
pursuant to Bankruptcy Code 363(c)(2)(B) authorizing the use of cash
collateral in the absence of the secured party's consent. (See ¶ C.5)

11\. Findings of fact on matters extraneous to the approval process .
(For example, in connection with an application to borrow on a secured
basis, a finding that the debtor cannot obtain unsecured credit would be
acceptable if supported by competent evidence, whereas a "finding" that
the lender acted in good faith in declaring the prepetition loan in
default would not be acceptable.)

12\. Provisions providing unreasonable treatment with respect to fees or
professionals retained by a creditors' committee compared to any
carve-outs provided for professionals retained by the debtor in
possession or trustee. (See ¶ C.11)

13\. Provisions that provide an inadequate carve-out for a subsequently
appointed trustee in the case, whether before or after conversion. (See
¶ C.11)

F. The court will ordinarily approve the following:

1\. Withdrawal of consent to use cash collateral or termination of
further financing, upon occurrence of a default or conversion to Chapter
7.

2\. Securing any postpetition diminution in the value of the secured
party's collateral with a lien on postpetition collateral of the same
type as the secured party had prepetition, if such lien is subordinated
to the compensation and expense reimbursement (excluding professional
fees) allowed to any trustee thereafter appointed in the case.

3\. Securing new advances or value diminution with a lien on other
assets of the estate, but only if the lien is subordinated to all the
expenses of administration (including professional fees) of a
superseding Chapter 7 case.

4\. Reservations of rights under Bankruptcy Code § 507(b), unless the
stipulation calls for modification of the Code's priorities in the event
of a conversion to Chapter 7. (See Bankruptcy Code § 726(b))

5\. Reasonable reporting requirements.

6\. Reasonable budgets and use restrictions.

7\. Expiration date for the stipulation.

G. Certification

Each unopposed motion or stipulation for the use of cash collateral or
postpetition financing must include a certification signed by counsel
for the debtor in possession or trustee ("Certifying Professional")
regarding compliance with these Guidelines. The certification must
appear as part of the Introductory Statement and be signed by the
Certifying Professional. The certification is as follows:

> [Certification]{.underline} - The undersigned Certifying Professional
> has read the accompanying motion or stipulation and the Cash
> Collateral--Post-Petition Financing Introductory Statement; to the
> best of my knowledge, information and belief, formed after reasonable
> inquiry, the terms of the relief sought in the motion or stipulation
> are in conformity with the Court's Guidelines for Cash Collateral and
> Financing Motions and Stipulations except as set forth above. I
> understand and have advised the debtor in possession or trustee that
> the court may grant appropriate relief under Fed. R. Bankr. P. 9024 if
> the court determines that a material element of the motion or
> stipulation was not adequately disclosed in the Introductory
> Statement.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> (Certifying Professional's Name)

# Exhibit II-6. Local Rule on Motion to Use Cash Collateral or Obtain Credit (United States Bankruptcy Court for the Eastern District of Michigan)

RULE 4001-2 Motion for Use of Cash Collateral or to Obtain Credit

**(a)** A motion to use cash collateral under 11 U.S.C. § 363(c)(2) or
to obtain credit under 11 U.S.C. § 364(c) or (d) shall explicitly state
the adequate protection offered the creditor and the moving party's
position as to the value of each of the secured interests to be
protected, and shall contain a summary of the other essential terms of
the proposed use of cash collateral or post-petition credit, including,
in the case of a motion to obtain credit under § 364(c) or (d), the
interest rate, maturity date and a statement of the total amount of
credit sought. Appraisals and projections, to the extent pertinent,
shall be summarized in the motion.

**(b)** Except in Chapter 13 cases, the motion shall be filed with a
cover sheet in the form attached as Appendix 1 to these rules. The
requirement to identify the location in the proposed order of the
provisions set forth in Appendix 1 is not to be construed as an approval
of or prohibition against the inclusion of any such provisions in the
order in any particular case. The Court will make such determination in
each case based upon an assessment of all the facts and circumstances.

**(c)** If a debtor files a motion for the entry of an order approving
an agreement to use cash collateral or to obtain credit on an expedited
basis, the Court may enter the order without a hearing if:

\(1\) the order is approved by all creditors who may have an interest in
the cash collateral to be used or the credit to be extended, by the
chairperson or attorney for each official committee and by the United
States Trustee;

\(2\) the order provides for the debtor to use cash collateral or to
obtain credit in a maximum specified dollar amount necessary to avoid
immediate and irreparable harm only until the earlier of a final hearing
or the order becoming a final order;

\(3\) the order provides for a final hearing, the date and time for
which shall be filled in by the Court when the order is entered;

\(4\) the order provides that the debtor shall, within 24 hours of its
entry, serve a copy of the motion with its attachments and the order
upon all parties who are required to be served under Bankruptcy Rule
4001(d);

\(5\) the order provides:

\(A\) that objections to the order must be filed within 15 days from the
entry of the order, except that an official committee may file
objections within 15 days after it is served with the order;

\(B\) that upon filing of an objection, the final hearing will be held;
and

\(C\) that if no objections are timely filed, the order may become a
final order;

and

\(6\) the motion is accompanied by an affidavit or declaration of the
debtor or a principal of the debtor stating the facts upon which the
debtor relies in seeking the entry of the order on an expedited basis,
and the amount of money needed to avoid immediate and irreparable harm.

**(d)** If a debtor files a motion to use cash collateral or to obtain
post-petition financing, but the debtor's pre-petition secured creditors
have not consented to the relief sought in the motion, the Court may
enter an interim order granting the relief requested on an expedited
basis if:

\(1\) the debtor has served a copy of the motion and proposed order, and
a notice of the hearing on the motion, upon the non-consenting secured
creditors in the manner set forth in Local Rule 9013-1;

\(2\) the Court has held a hearing on the motion at which the
non-consenting secured creditors were given an opportunity to be heard;

\(3\) the order complies with each of the requirements of subparagraphs
(c)(2)--(6) of this rule; and,

\(4\) the Court makes a specific finding of fact that the protection
offered to the non-consenting secured creditor is adequate and such
adequate protection is incorporated into the interim order.

If the Court enters an interim order under this subparagraph over the
objection of a secured creditor, or if a secured creditor does not
appear at the hearing or object to the motion, such secured creditor
will have the right to object to the interim order as provided in
subparagraph (c)(5) of this rule.

**(e)** On timely motion, the Court may enlarge or reduce the time
within which an objection must be filed, except that the Court may not
reduce the time within which a non-consenting secured creditor must file
an objection under subparagraph (c)(5) of this rule. In its discretion,
the Court may schedule a hearing on the debtor's motion at any time,
with such notice as it deems appropriate, provided such notice and
hearing are consistent with subparagraph (d) of this rule.

**APPENDIX 1**

UNITED STATES BANKRUPTCY COURT\
EASTERN DISTRICT OF MICHIGAN\
DIVISION

IN RE: CASE NO.: \_\_\_\_\_\_\_\_\_\_\_\_

CHAPTER 11

DEBTOR : HON: \_\_\_\_\_\_\_\_\_\_\_\_

COVER SHEET FOR MOTION TO USE CASH\
[COLLATERAL OR TO OBTAIN CREDIT]{.underline}

The debtor has filed a motion to use cash collateral or to obtain
postpetition financing, which is attached to this Cover Sheet. In
accordance with LBR 4001-2(b) (E.D.M.), the debtor has identified below,
by page and paragraph number, the location in the proposed order
accompanying the motion of each of the following provisions:

+-------------------------------------------+------------+-------------+
| Provision                                 | Contained  | Location in |
|                                           | in         | Proposed\   |
|                                           | Proposed   | Order       |
|                                           | Order      |             |
+===========================================+============+=============+
| \(1\) Provisions that grant liens on the  | Yes        | Page \_\_,  |
| estate's claims and causes of action      |            | ¶ \_\_      |
| arising under Chapter 5 of the Code.      | No         |             |
+-------------------------------------------+------------+-------------+
| \(2\) Provisions that grant               | Yes        | Page \_\_,  |
| cross-collateralization protection to the |            | ¶ \_\_      |
| prepetition secured creditor (i.e.,       | No         |             |
| clauses that secure prepetition debt with |            |             |
| categories of collateral that were not    |            |             |
| covered by the secured party's lien       |            |             |
| prepetition) other than liens granted     |            |             |
| solely as adequate protection against     |            |             |
| diminution in value of a prepetition      |            |             |
| creditor's collateral.                    |            |             |
+-------------------------------------------+------------+-------------+
| \(3\) Provisions that establish a         | Yes        | Page \_\_,  |
| procedure or conditions for relief from   |            | ¶ \_\_      |
| the automatic stay.                       | No         |             |
+-------------------------------------------+------------+-------------+
| \(4\) Provisions regarding the validity   | Yes        | Page \_\_,  |
| or perfection of a secured creditor's     |            | ¶ \_\_      |
| prepetition liens or that release claims  | No         |             |
| against a secured creditor.               |            |             |
+-------------------------------------------+------------+-------------+
| \(5\) Provisions that prime any lien      | Yes        | Page \_\_,  |
| without that lien holder's consent.       |            | ¶ \_\_      |
|                                           | No         |             |
+-------------------------------------------+------------+-------------+
| \(6\) Provisions that relate to a sale of | Yes        | Page \_\_,  |
| substantially all of the debtor's assets. |            | ¶ \_\_      |
|                                           | No         |             |
+-------------------------------------------+------------+-------------+
| \(7\) Provisions for the payment of       | Yes        | Page \_\_,  |
| professional fees of the debtor or any    |            | ¶ \_\_      |
| committees, including any carve-outs for  | No         |             |
| such payments.                            |            |             |
+-------------------------------------------+------------+-------------+
| \(8\) Provisions for the payment of       | Yes        | Page \_\_,  |
| prepetition debt.                         |            | ¶ \_\_      |
|                                           | No         |             |
+-------------------------------------------+------------+-------------+
| \(9\) Provisions that waive the debtor's  | Yes        | Page \_\_,  |
| exclusive right to file or solicit        |            | ¶ \_\_      |
| acceptances of a plan during the time     | No         |             |
| periods specified in 11 U.S.C. § 1121.    |            |             |
+-------------------------------------------+------------+-------------+
| \(10\) Provisions that require the        | Yes        | Page \_\_,  |
| debtor's plan to be on terms acceptable   |            | ¶ \_\_      |
| to the secured creditor.                  | No         |             |
+-------------------------------------------+------------+-------------+
| \(11\) Provisions that require or         | Yes        | Page \_\_,  |
| prohibit specific terms in the debtor's   |            | ¶ \_\_      |
| plan.                                     | No         |             |
+-------------------------------------------+------------+-------------+
| \(12\) Provisions establishing that       | Yes        | Page \_\_,  |
| proposing a plan inconsistent with the    |            | ¶ \_\_      |
| order constitutes a default.              | No         |             |
+-------------------------------------------+------------+-------------+
| \(13\) Provisions that waive surcharge    | Yes        | Page \_\_,  |
| under\                                    |            | ¶ \_\_      |
| 11 U.S.C. § 506(c).                       | No         |             |
+-------------------------------------------+------------+-------------+
| \(14\) Provisions that address the rights | Yes        | Page \_\_,  |
| and obligations of guarantors or          |            | ¶ \_\_      |
| co-obligors.                              | No         |             |
+-------------------------------------------+------------+-------------+
| \(15\) Provisions that prohibit the       | Yes        | Page \_\_,  |
| debtor from seeking approval to use cash  |            | ¶ \_\_      |
| collateral without the secured creditor's | No         |             |
| consent.                                  |            |             |
+-------------------------------------------+------------+-------------+
| \(16\) Provisions that purport to bind a  | Yes        | Page \_\_,  |
| subsequent trustee.                       |            | ¶ \_\_      |
|                                           | No         |             |
+-------------------------------------------+------------+-------------+
| \(17\) Provisions that obligate the       | Yes        | Page \_\_,  |
| debtor to pay any of a secured creditor's |            | ¶ \_\_      |
| professional fees.                        | No         |             |
+-------------------------------------------+------------+-------------+

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Debtor's counsel\]

# Exhibit II-7. Sample Order Authorizing Payment of Prepetition Wage Claims

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re )

) Case No.

) through

) inclusive

) Consolidated for

) Administration at

Debtors )

Order Authorizing Payment of Prepetition Wages,\
Salaries, and Commissions, Reimbursement of Prepetition\
Employees' Business Expenses and\
Payment of Other Prepetition Employee Benefits

Upon the foregoing application (the "Application") of the
above-captioned debtors and debtors in possession (collectively, the
"Debtors"); and no adverse interest being represented; and sufficient
cause appearing therefor, it is

NOW, on motion of \[debtors' attorney's name\], counsel for Debtors,

ORDERED, that the Debtors be, and each of them hereby is, authorized and
empowered to pay to their employees all wages, salaries and commissions
(including holiday pay, contributions to thrift or other savings plans
and all federal, state and local payroll-related taxes, deductions and
withholdings pertaining to payments made pursuant to this order) which
have accrued by virtue of the services rendered by the employees to the
Debtors within the forty-five (45) days immediately prior to the filing
of the Chapter 11 petitions (the "Filing Date"); and it is further

ORDERED, that the Debtors be, and each of them hereby is, authorized and
empowered to pay, in the ordinary course of business and in accordance
with existing policies and practices, vacation pay and sick pay on
account of services rendered by employees to the Debtors, whether before
or after the Filing Date; and it is further

ORDERED, that the Debtors be, and each of them hereby is, authorized and
empowered to reimburse employees for all out-of-pocket business and
business-related expenses whether incurred by them before or after the
Filing Date in accordance with existing company policies and practices;
and it is further

ORDERED, that the Debtors be, and each of them hereby is, authorized and
empowered to pay to or for the benefit of active and laid-off employees
the following claims and expenses whether incurred before or after the
Filing Date:

1\. all health, medical, dental, disability and death claims;

2\. all premiums on policies of insurance pertaining thereto;

3\. premiums on policies of travel and accident insurance; and

4\. all costs and expenses incurred in connection with the servicing and
processing of such claims whether the claims arose or accrued before or
after the Filing Date;

and it is further

ORDERED, that the Debtors be, and each of them hereby is, authorized and
empowered to continue to service and make all payments on or in
connection with credit, savings, benefits and thrift plans, union dues
and other wage or salary checks-offs and deductions in accordance with
the prior requests and instructions of their employees and past
practices; and it is further

ORDERED, that \[debtor's name\] be, and each of them hereby is,
authorized and empowered to pay severance pay (excluding severance pay
under executive employment contracts or at the executive level but
including severance pay as to non-executive employees who become
entitled before the Filing Date), on account of services rendered by
their employees, whether before or after the Filing Date, in the
ordinary course of business and in accordance with existing policies and
practices; and it is further

ORDERED, that \[debtor's name\] be and hereby is permitted to pay
severance pay (excluding severance pay, under executive employment
contracts or at the executive level but including severance pay as to
non-executive employees who become entitled before the Filing Date), on
account of services rendered by their employees, whether before or after
the Filing Date, in the ordinary course of business and in accordance
with existing policies and practices, with respect to any present
employee who may be laid off post-petition, except that no severance pay
for a period longer than three (3) months may be paid to any employee
without further Order of Court.

Dated:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

UNITED STATES BANKRUPTCY JUDGE

# Exhibit II-8. Sample Order Appointing an Examiner

UNITED STATES BANKRUPTCY COURT\
DISTRICT OF MASSACHUSETTS\
EASTERN DIVISION

In re: ) Case No.

) (Jointly Administered)

Divine, Inc., et al., ) Chapter 11

)

)

Debtors. )

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
)

ORDER GRANTING EXPEDITED RELIEF\
ON OFFICIAL COMMITTEE OF UNSECURED CREDITORS' MOTION\
FOR ORDER APPOINTING AN EXAMINER AND FOR RELATED RELIEF

Upon consideration of the Motion for Expedited Relief, filed January 22,
2004, of the Official Committee of Unsecured Creditors (the "Committee")
of the above-referenced debtors and debtors in possession (collectively,
"Divine") seeking an Order appointing An Examiner and for Related Relief
(the "Motion"); and the Court having jurisdiction to consider the Motion
and all relief requested therein, as well as all related proceedings;
and due and sufficient notice of the Motion having been given under the
circumstances; and the Court having convened a hearing at which counsel
for all interested parties had an opportunity to appear and be heard;
and good and sufficient cause appearing, the Court finds that the Motion
should be, and thereby is, Granted. It is, therefore,

1\. ORDERED that an Examiner be appointed for Divine in the captioned
matter for the purposes set forth herein; and it is further

2\. ORDERED that the United States Trustee for the District of
Massachusetts, Eastern Division (the "United States Trustee"), shall
timely file its Application for Order Approving the Appointment of an
Examiner and a proposed Order thereon (the "UST Appointment Application
Order"); and it is further

3\. ORDERED that immediately upon the entry of the UST Appointment
Application Order, the Examiner is authorized to investigate all
potential claims and causes of action against the present and/or former
officers and directors of Divine (the "Claims"); and it is further

4\. ORDERED that, if the Examiner determines that Claims exist and
should be brought the Examiner is authorized and is directed to provide
appropriate notice of the Claims and, further, is authorized and
directed and shall have standing to bring the Claims against officers
and directors, after notice to and consultation with the Committee, by
filing and prosecuting such Claims in such manner and in such forums as
are necessary, or, in the alternative, the Examiner, upon application
and approval by the Court, may assign to the Committee the right to
bring the Claims.

5\. ORDERED that the Examiner shall have the duties, powers and
responsibilities of an examiner under Section 1106(b) of the Bankruptcy
Code; *provided, however*, that the scope of the Examiner's duties,
unless expanded or limited by further order of this Court, shall be
limited to the investigations and bringing of Claims as set forth
herein; and it is further

6\. ORDERED that the Examiner shall be a "party in interest" under
Section 1109 of the Bankruptcy Code with respect to matters that are
within the scope of the duties set forth in this Order and shall be
entitled to appear at hearings held in these cases and to be heard at
such hearing with respect to matters that are within the scope of the
Examiner's duties; and it is further

7\. ORDERED that nothing contained in this Order shall diminish the
powers and authority of the Committee under the Bankruptcy Code,
including the powers to investigate transactions and entities, commence
contested matters and adversary proceedings, and object to claims, and
it is further

8\. ORDERED that neither communications between the Examiner and Debtor
nor communications between the Examiner and the Committee shall be
deemed a waiver of any attorney--client or work product privilege
otherwise belonging to the Examiner, the Debtor or the Committee; and it
is further

9\. ORDERED that any and all objections to the relief granted herein are
overruled; and it is further

10\. ORDERED that this Court shall retain exclusive jurisdiction over
any dispute concerning this Order.

SIGNED this \_\_\_\_ day of\
February, 2004

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> THE HONORABLE JOAN N. FEENEY
>
> UNITED STATES BANKRUPTCY JUDGE

# Exhibit II-9. Sample Procedures for Interim Compensation and Reimbursement of Professionals

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF MARYLAND\
at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re: )

) Case No.

) (Chapter 11)

)

Debtor )

ADMINISTRATIVE ORDER PURSUANT TO\
11 U.S.C. §§ 105, 328, AND 331 ESTABLISHING PROCEDURES FOR\
INTERIM COMPENSATION AND\
REIMBURSEMENT OF PROFESSIONALS

Upon consideration of the Motion of the above-captioned debtors and
debtors-in-possession herein (collectively, the "Debtors") for an
administrative order pursuant to Sections 105, 328 and 331 of Title 11
of the United States Code (the "Bankruptcy Code") establishing
procedures for interim compensation and reimbursement of professionals
(the "Motion"); and after consideration of any objections filed thereto,
and any hearings held thereon; and appearing that adequate notice of the
Motion was provided and that no further notice is necessary; and for
good cause shown; and it appearing that the relief requested in the
Motion is in the best interests of the Debtors, their creditors and the
estates; it is this \_\_\_\_\_ day of \_\_\_\_\_\_\_\_\_\_\_\_\_\_,
20\_\_\_, by the United States Bankruptcy Court for the District of
Maryland, hereby

**ORDERED**, that, except as may otherwise be provided in Orders of this
Court that authorized the retention of specific professionals on
different terms, all professionals employed under Sections 327 or 1103
of the Bankruptcy Code (the Professionals) in these cases may seek
interim compensation in accordance with the following procedures:

a\. No earlier than the fifteenth day, and no later than the last day,
of each month following the month for which compensation is sought, each
Professional will file with the Court and serve via facsimile, e-mail,
overnight mail, or hand delivery, a monthly statement (the "Monthly
Statement") (Form CCP-5), together with (1) the cover page referenced in
paragraph (k) below and (2) as an exhibit to each Monthly Statement, the
detailed daily time entries and summaries of time normally submitted
with an interim fee application (redacted as may be necessary and
appropriate), as well as a detailed summary of all disbursements and
expenses for which the Professional is seeking reimbursement (said
detailed summary of all disbursements and expenses to be in conformity
with paragraph C of Appendix D of the Local Bankruptcy Rules for the
District of Maryland) on the following: (A) Debtors counsel,
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_; (B) Office of the United States
Trustee, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, Attention:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_; (C) counsel for any Committee
appointed pursuant to Section 1102 of the Bankruptcy Code (the
"Committees"); and \[such other parties as the Court may direct\]
(collectively, the "Reviewing Parties").

b\. In the event any of the Reviewing Parties has an objection to any
portion of the Fees or Expenses sought in a particular Monthly
Statement, based on a preliminary view that such fees and expenses are
not properly allowable, they or it shall, on or before the fifteenth
calendar day after the date of the filing of the Monthly Statement at
issue, serve by facsimile, overnight mail or hand delivery upon the
Professional whose Monthly Statement is objected to, and the other
Reviewing Parties, a written "Notice of Objection to Fee Statement"
setting forth, at a minimum, the specific items and amount of Fees and
Expenses to which the Reviewing Party objects and the basis for the
objection. Thereafter, the Professional can seek payment of objected-to
Fees and Expenses through the Professional's next interim fee
application, as described below;

c\. If no objection to any respective Professional's Monthly Statement
is served by the deadline set forth in paragraph (b) above, the Debtors
shall pay the amount of such Fees and Expenses less a 20% Holdback of
the Fees, not later than the fifteenth calendar day after the last day
on which any objections to the Monthly Statement were to be served and
filed in accordance with paragraph (b) above;

d\. If an objection to any respective Professional's Monthly Statement
is served by the deadline set forth in paragraph (b) above, the Debtors
shall pay the amount of such Fees and Expenses requested in the Monthly
Statement less any amount objected to and less a 20% Holdback of the
Fees not objected to, by not later than the fifteenth calendar day after
the last day on which any objections to the Monthly Statement were to be
served and filed in accordance with paragraph (b) above. If following
the service of an objection to a Monthly Statement the Professional and
the party serving the objection are able to resolve their dispute in
whole or in part, the Professional may serve on the Reviewing Parties a
notice describing the terms of the resolution and the Debtors shall pay
the balance of the Fees and Expenses no longer objected to (still
applying a 20% Holdback as to Fees not subject to an objection) not
later than the fifteenth calendar day after the date of service of the
notice of resolution provided that such notice is served by facsimile,
e-mail, overnight mail or hand delivery;

e\. The first Monthly Statement submitted by a Professional under this
Order shall cover all periods from the Petition Date through
\_\_\_\_\_\_\_\_\_\_\_\_\_, and it may be filed no earlier than the
15^th^ of the following month and no later than the end of the following
month. Other than the first Monthly Statement submitted by each of the
Professionals pursuant to this Order, each Monthly Statement will cover
a single calendar month;

f\. Neither an objection nor a failure to object shall prejudice a
party's right to object to an interim or final fee application on any
ground. Resolution of an objection shall not constitute a waiver of a
party's right to object to an interim or final fee application, nor
shall it prejudice the right of a Professional to seek full allowance of
the balance of all fees and expenses in an interim or final fee
application.

g\. The monthly Fees and Expenses paid pursuant to Monthly Statements
under this Order shall not be deemed allowed or disallowed for purposes
of Sections 330 or 331 of the Bankruptcy Code. Rather, for each "Fee
Period" set forth in paragraph (i) below, each Professional shall file
with the Court and serve on the Reviewing Parties an application for
interim approval and allowance of the Fees and Expenses requested
pursuant to Section 331 of the Bankruptcy Code (the "Interim Fee
Applications") and in conformity with Appendix D to the Local Bankruptcy
Rules for the District of Maryland; and serve notice of the filing of
such Interim Fee Application on those parties set forth in paragraph (a)
above as well as parties who have requested notice pursuant to Federal
Bankruptcy Rule 2002;

h\. If a Professional fails to serve a Monthly Statement timely, said
Professional may not incorporate it into the next Monthly Statement, but
the Professional may seek said fees in the next Interim Fee Application;

i\. Each professional shall file its first Interim Fee Application
covering the period from the Petition Date through and including
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ on or before
\_\_\_\_\_\_\_\_\_\_\_\_\_\_. Thereafter, each Interim Fee Application
will cover one of three Fee Periods in each calendar year. An Objection
to an Interim Fee Application shall be filed on or before the 25^th^ day
on the month following the filing and serving of the Interim Fee
Application. The three Fee Periods (following the first Fee Period) and
the deadlines for filing, or objecting to an Interim Fee Application for
each such Fee Period, are as follows:

+--------------------+-----------------------+------------------------+
| > Fee Period       | Deadline to File      | Deadline to File\      |
|                    |                       | Objection to Interim   |
|                    | Interim Fee           | Fee Application        |
|                    | Application           |                        |
+--------------------+-----------------------+------------------------+
| > Jan. 1--Apr. 30  | May 31                | June 25                |
+--------------------+-----------------------+------------------------+
| > May 1--Aug. 30   | September 30          | October 25             |
+--------------------+-----------------------+------------------------+
| > Sept. 1--Dec. 31 | January 31            | February 25            |
+--------------------+-----------------------+------------------------+

j\. If a Professional fails to file and serve an Interim Fee Application
timely, then said Professional may incorporate said fees into the next
Interim Fee Application, but the Professional may not receive payment on
any intervening Monthly Statements until the next Interim Fee
Application is filed;

k\. Each Professional's Monthly Statement and Interim Fee Application
shall be divided into discrete service categories in conformity with
Appendix D to the Local Bankruptcy Rules for the District of Maryland or
as otherwise agreed upon by the United States Trustee and the
Professional;

l\. Each Monthly Statement and Interim Fee Application shall be
accompanied by a summary sheet (Form CCP-6);

m\. To the extent that any deadline set forth herein would fall on a
Saturday, Sunday or "legal holiday," as that term is defined by Federal
Bankruptcy Rule 9006, such deadline shall be extended to the next day
that is not a Saturday, Sunday or legal holiday;

n\. If a Professional's application to be employed is pending but has
not yet been granted by the Court, said Professional shall nonetheless
timely submit all Monthly Statements and Interim Fee Applications during
such pendency; however, all payments under said Monthly Statements and
Interim Fee Applications shall be held back by the Debtors pending
approval by the Court of the employment of said Professional;

o\. Upon the agreement of a Professional and an objecting party, a
deadline for objecting to a Monthly Statement or an Interim Fee
Application may be extended with respect to such Professional without
further Order of the Court, provided that notice of such agreement is
served on the other Reviewing Parties and, in the case of an objection
to an Interim Fee Application, filed with the Court on or before the
deadline. Except as otherwise set forth herein, the terms and provisions
of this Order may only be modified or amended by further Order of the
Court;

p\. Where the Debtors' Professionals utilize the services of a
third-party copy service to reproduce and/or serve pleadings or other
papers in these proceedings, the Debtor may directly pay (in advance or
upon invoice) said third parties for said services, including among
other things, any associated postage, overnight delivery or other
charges, and thereafter report said expense on the Debtors' monthly
reports. Alternatively, said third-party copy service charges may be
paid by the Debtors' Professionals and included for reimbursement in
their next Monthly Statement or Interim Fee Application; and it is
further,

**ORDERED,** that all monthly Fees and Expenses paid pursuant to this
Order shall be subject to the provisions of Sections 330 and 331 of the
Bankruptcy Code. Further, such monthly Fees and Expenses are reviewable
and subject to revision before and at the end of the cases in accordance
with Section 330 of the Bankruptcy Code. In any proceedings conducted
under Section 330, nothing contained in this Order shall be deemed to
change the burden of proof under applicable law. The United States
Trustee, the Debtors, the Committees, and other parties in interest may
object to the final allowance under Section 330 of all or any part of
the amounts requested, including those amounts already awarded and those
subject to holdback.

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

United States Bankruptcy Judge

cc: Debtor's Counsel

Office of the U.S. Trustee

Limited Service List

Applicant

# Exhibit II-10. Local Forms for Fee Applications

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF MARYLAND\
at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re: ) Case No.

) (Chapter 11)

)

)

> Debtor )

MONTHLY STATEMENT OF SERVICES RENDERED\
AND EXPENSES INCURRED BY
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\
FOR THE PERIOD
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_THROUGH\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Pursuant to the Administrative Order Pursuant to 11 U.S.C. §§ 105, 328,
and 331 Establishing Procedures for Interim Compensation and
Reimbursement of Professionals entered by the Court on \_\_\_\_\_\_\_\_,
\_\_\_\_\_\_\_\_\_\_, counsel for \_\_\_\_\_\_\_\_\_\_\_\_\_\_, submits
this Statement of Services Rendered and Expenses Incurred (the
Statement) in this case for the period \_\_\_\_\_\_\_\_\_\_\_\_\_\_
through \_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the Statement Period).

I. Itemization of Services Rendered by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_:

A. The following summary of the hours spent for which applicant seeks
compensation, the hourly rate for each attorney and legal assistant and
the resulting fees are as follows:

SUMMARY

+-----------------------+------------------+-------+--------+---------+
| Name                  | Position         | Hours | Hourly | Fees    |
|                       |                  |       |        |         |
|                       |                  |       | Rate   | Earned  |
+-----------------------+------------------+-------+--------+---------+
|                       |                  |       |        |         |
+-----------------------+------------------+-------+--------+---------+
|                       |                  |       |        |         |
+-----------------------+------------------+-------+--------+---------+
|                       |                  |       |        |         |
+-----------------------+------------------+-------+--------+---------+
|                       |                  |       |        |         |
+-----------------------+------------------+-------+--------+---------+
|                       |                  |       |        |         |
+-----------------------+------------------+-------+--------+---------+
| Total                 |                  |       |        |         |
+-----------------------+------------------+-------+--------+---------+

B. The time records of applicant are an exhibit consisting of a daily
breakdown of the time spent by each person on each day, and detail as to
the disbursements incurred.

C. The blended hourly rate for all services during the Statement Period
is \$\_\_\_\_\_\_ per hour.\*

\* The blended hourly billing rate per hour is derived by dividing the
total fees of \$\_\_\_\_\_\_ by the total hours of \_\_\_\_\_\_\_\_.

II\. The Maryland Guidelines for Fee Applications

A. In accordance with the Maryland Compensation Guidelines for
Professionals, applicant has organized its detailed breakdown of time
entries by tasks. For the Statement Period, the time entries are divided
into the following "Task Categories":

1\.

2\.

3\.

4\.

5\.

6\.

7\.

B. [Itemization of Services Rendered and Disbursements Incurred by
Category\
]{.underline}The following itemization presents the services rendered by
applicant by Task Categories and provides a summary of disbursements
incurred by form of disbursement.

C. [Services Rendered\
]{.underline}The following services were rendered in the following Task
Categories:

+---------------------------+----------------------+------------------+
| Task Category             | Hours Fees Earned    |                  |
+---------------------------+----------------------+------------------+
| 1\.                       |                      | \$               |
+---------------------------+----------------------+------------------+
| 2\.                       |                      |                  |
+---------------------------+----------------------+------------------+
| 3\.                       |                      |                  |
+---------------------------+----------------------+------------------+
| 4\.                       |                      |                  |
+---------------------------+----------------------+------------------+
| 5\.                       |                      |                  |
+---------------------------+----------------------+------------------+
| # TOTAL                   |                      | \$               |
+---------------------------+----------------------+------------------+

A detailed itemization of the services rendered in each of the above
Task Categories is set forth in the exhibit.

D. [Disbursements Incurred]{.underline}

The disbursements incurred by applicant for this Statement are as
follows:

  ---------------------------------------------- ------------------------
  \[List Categories of Disbursements\]           \[Amount\]

                                                 \$

                                                 

                                                 

                                                 

  TOTAL                                          \$
  ---------------------------------------------- ------------------------

E. [Total Requested for Services Rendered and Disbursements
Incurred]{.underline}

1\. The total requested for services rendered and disbursements
incurred, after adjusting for billing judgment, is as follows:

  ------------------------------------------------ ----------------------
  Total Requested for Services Rendered            \$

  Total Requested for Disbursements                \$

  TOTAL                                            \$
  ------------------------------------------------ ----------------------

2\. In the exercise of billing judgment, applicant has reduced the
amount of fees requested herein for services rendered by \$
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

3\. The amount payable for this Statement Period, after adjusting for
the twenty percent (20%) holdback, is \$
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

Counsel respectfully requests that said amount be paid pursuant to the
Court's Administrative Order.

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signed:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Signature of Professional

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Name, address, and telephone number of professional\]

Client
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF MARYLAND\
at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re: )

) Case No.

> ) (Chapter 11)
>
> )
>
> Debtor )

\[FIRST\] MONTHLY APPLICATION OF
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AS COUNSEL FOR THE
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ FOR INTERIM\
COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ THROUGH
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name of Applicant:

Authorized to Provide Professional Services to:

Date of Retention:

(Pursuant to Order dated \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_)

Period for Which Compensation and Reimbursement is Sought:
\_\_\_\_\_\_\_\_\_\_\_\_\_ Through \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Amount of Compensation Sought as Actual, Reasonable and Necessary: \$

Amount of Expense Reimbursement Sought as Actual, Reasonable and
Necessary:\
\$

This is a: \_\_\_ monthly \_\_\_\_ interim \_\_\_\_ final application.

Date Signed: \_\_\_\_\_\_\_\_\_\_ Signature of Professional:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Name, address, and telephone number of professional\]

Client \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Exhibit II-11. General Order Concerning Guidelines for Compensation
and Expense Reimbursement**

Local Bankruptcy Order 2000-7 OF THE UNITED STATES BANKRUPTCY COURT FOR
THE NORTHERN DISTRICT OF TEXAS

> \_\_\_\_\_\_\_

GUIDELINES FOR COMPENSATION AND EXPENSE REIMBURSEMENT OF PROFESSIONALS

Effective January 1, 2001

NOTICE

The following are guidelines governing the most significant issues
related to applications for compensation and expense reimbursement. The
guidelines cover the narrative portion of an application, time records,
and expenses. It applies to all professionals with the exception of
chapter 7 and chapter 13 trustees, but is not intended to cover every
situation. All professionals are required to exercise reasonable billing
judgment, notwithstanding total hours spent.

If, in a chapter 11 case, a professional to be employed pursuant to
[section
327](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS327&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
or [1103 of the Bankruptcy
Code](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS1103&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
desires to have the terms of its compensation approved pursuant to
[section 328(a) of the Bankruptcy
Code](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS328&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
at the time of such professional's retention, then the application
seeking such approval should so indicate and the Court will consider
such request after an evidentiary hearing on notice to be held after the
United States trustee has had an opportunity to form a statutory
committee of creditors pursuant to [section 1102 of the Bankruptcy
Code](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS1102&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
and the debtor and such committee have had an opportunity to review and
comment on such application. At a hearing to consider whether a
professional's compensation arrangement should be approved pursuant to
[section
328(a)](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS328&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05),
such professional should be prepared to produce evidence that the terms
of compensation for which approval under [section
328(a)](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS328&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
is sought comply with the certification requirements of section I.G.(3)
of these guidelines.

**I. NARRATIVE**

**A. Employment and Prior Compensation.** The application should
disclose the date of the order approving applicant's employment and
contain a clear statement itemizing the date of each prior request for
compensation, the amount requested, the amount approved, and the amount
paid.

**B. Case Status.** With respect to interim requests, the application
should briefly explain the history and the present posture of the case,
including a description of the status of pending litigation and the
amount of recovery sought for the estate.

In chapter 11 cases, the information furnished should describe the
general operations of the debtor; whether the business of the debtor, if
any, is being operated at a profit or loss; the debtor's cash flow;
whether a plan has been filed, and if not, what the prospects are for
reorganization and when it is anticipated that a plan will be filed and
a hearing set on the disclosure statement.

In chapter 7 cases, the application should contain a report of the
administration of the case including the disposition of property of the
estate; what property remains to be disposed of; why the estate is not
in a position to be closed; and whether it is feasible to pay an interim
dividend to creditors.

In both chapter 7 and chapter 11 cases, the application should state the
amount of money on hand in the estate and the estimated amount of other
accrued expenses of administration. On applications for interim fees,
the applicant should orally supplement the application at the hearing to
inform the Court of any changes in the current financial status of the
debtor's estate since the filing of the application. All retainers,
previous draw downs, and fee applications and orders should be listed
specifying the date of the event and the amounts involved and drawn down
or allowed.

With respect to final requests, applications should meet the same
criteria except where a chapter 7 trustee's final account is being heard
at the same time, the financial information in the final account need
not be repeated.

Fee applications submitted by special counsel seeking compensation from
a fund generated directly by their efforts, auctioneers, real estate
brokers, or appraisers do not have to comply with the above. For all
other applications, when more than one application is noticed for the
same hearing, they may, to the extent appropriate, incorporate by
reference the narrative history furnished in a contemporaneous
application.

**C. Project Billing.** This is required in all cases where the
applicant's professional fee is expected to exceed \$10,000.00. The
narrative should be categorized by subject matter, and separately
discuss each professional project or task. All work for which
compensation is requested should be in a category. Miscellaneous items
may be included in a category such as "Case Administration." The
professional may use reasonable discretion in defining projects for this
purpose, provided that the application provides meaningful guidance to
the Court as to the complexity and difficulty of the task, the
professional's efficiency, and the results achieved. With respect to
each project or task, the number of hours spent and the amount of
compensation and expenses requested should be set forth at the
conclusion of the discussion of that project or task. In larger cases
with multiple professionals, efforts should be made by the professionals
for standard categorization.

**D. Billing Summary.** Hours and total compensation requested in each
application should be aggregated and itemized as to each professional
and paraprofessional who provided compensable services. Dates of changes
in rates should be itemized as well as reasons for said changes.

**E. Paraprofessionals.** Fees may be sought for paralegals,
professional assistants and law clerks only if identified as such and if
the application includes a resume or summary of the paraprofessional's
qualifications.

**F. Preparation of Application.** Reasonable fees for preparation of a
fee application and responding to objections thereto may be requested.
The aggregate number of hours spent, the amount requested, and the
percentage of the total request which the amount represents must be
disclosed. If the actual time spent will be reflected and charged in a
future fee application, this fact should be stated, but an estimate
provided, nevertheless.

**G. Certification.** Each application for compensation and expense
reimbursement must contain a certification by the professional
designated by the applicant with the responsibility in the particular
case for compliance with these guidelines ("Certifying Professional")
that (1) the Certifying Professional has read the application; (2) to
the best of the Certifying Professional's knowledge, information and
belief, formed after reasonable inquiry, the compensation and expense
reimbursement sought is in conformity with these guidelines, except as
specifically noted in the application; and (3) the compensation and
expense reimbursement requested are billed at rates, in accordance with
practices, no less favorable than those customarily employed by the
applicant and generally accepted by the applicant's clients.

**H. Interim Compensation Arrangements in Complex Cases.** In a complex
case, the Court may, upon request, consider at the outset of the case
approval of an interim compensation mechanism for estate professionals
that would enable professionals on a monthly basis to be paid up to 80%
of their compensation for services rendered and reimbursed up to 100% of
their actual and necessary out of pocket expenses. In connection with
such a procedure, if approved in a particular complex case,
professionals shall be required to circulate monthly billing statements
to the U.S. Trustee and other primary parties in interest, and the
Debtor in Possession or Trustee will be authorized to pay the applicable
percentage of such bill not disputed or contested by a party in
interest.

II\. TIME RECORDS

**A. Time Records Required.** All professionals, except auctioneers,
real estate brokers, and appraisers, must keep accurate contemporaneous
time records.

**B. Increments.** Professionals are required to keep time records in
minimum increments no greater than six minutes. Professionals who
utilize a minimum billing increment greater than l hour are subject to a
substantial reduction of their requests.

**C. Descriptions.** At a minimum, the time entries should identify the
person performing the service, the date(s) performed, what was done, and
the subject involved. Mere notations of telephone calls, conferences,
research, drafting, etc., without identifying the matter involved, may
result in disallowance of the time covered by the entries.

**D. Grouping of Tasks.** If a number of separate tasks are performed on
a single day, the fee application should disclose the time spent for
each such task, i.e., no "grouping" or "clumping." Minor administrative
matters may be lumped together where the aggregate time attributed
thereto is relatively minor. A rule of reason applies as to how specific
and detailed the breakdown needs to be. For grouped entries, the
applicant must accept the Court inferences there from.

**E. Conferences.** Professionals should be prepared to explain time
spent in conferences with other professionals or paraprofessionals in
the same firm. Relevant explanation would include complexity of issues
involved and the necessity of more individuals' involvement. Failure to
justify this time may result in disallowance of all, or a portion of,
fees related to such conferences.

**F. Multiple Professionals.** Professionals should be prepared to
explain the need for more than one professional or paraprofessional from
the same firm at the same court hearing, deposition, or meeting. Failure
to justify this time may result in compensation for only the person with
the lowest billing rate. The Court acknowledges, however, that in
complex chapter 11 cases the need for multiple professionals'
involvement will be more common and that in hearings involving multiple
or complex issues, a law firm may justifiably be required to utilize
multiple attorneys as the circumstances of the case require.

**G. Travel Time.** Travel time is compensable at one-half rates, but
work actually done during travel is fully compensable.

**H. Administrative Tasks.** Time spent in addressing, stamping and
stuffing envelopes, filing, photocopying or "supervising" any of the
foregoing is generally not compensable, whether performed by a
professional, paraprofessional, or secretary.

III\. EXPENSES

**A. Firm Practice.** The Court will consider the customary practice of
the firm in charging or not charging non-bankruptcy/insolvency clients
for particular expense items. Where any other clients, with the
exception of pro-bono clients, are not billed for a particular expense,
the estate should not be billed. Where expenses are billed to all other
clients, reimbursement should be sought at the least expensive rate the
firm or professional charges to any client for comparable services or
expenses. It is recognized that there will be differences in billing
practices among professionals.

**B. Actual Cost.** This is defined as the amount paid to a third-party
provider of goods or services without enhancement for handling or other
administrative charge.

**C. Documentation.** This must be retained and made available upon
request for all expenditures in excess of \$50.00. Where possible,
receipts should be obtained for all expenditures.

**D. Office Overhead.** This is not reimbursable. Overhead includes:
secretarial time, secretarial overtime (where clear necessity for same
has not been shown), word processing time, charges for after-hour and
weekend air conditioning and other utilities, and cost of meals or
transportation provided to professionals and staff who work late or on
weekends.

**E. Word Processing.** This is not reimbursable.

**F. Computerized Research.** This is reimbursable at actual cost. For
large amounts billed to computerized research, significant explanatory
detail should be furnished.

**G. Paraprofessional Services.** These services may be compensated as a
paraprofessional under § 330, but not charged or reimbursed as an
expense.

**H. Professional Services.** A professional employed under § 327 may
not employ, and charge as an expense, another professional (e.g.,
special litigation counsel employing an expert witness) unless the
employment of the second professional is approved by the Court prior to
the rendering of service.

**I. Photocopies (Internal).** Charges must be disclosed on an aggregate
and per-page basis. If the per-page cost exceeds \$.20, the professional
must demonstrate to the satisfaction of the Court, with data, that the
per-page cost represents a good faith estimate of the actual cost of the
copies, based upon the purchase or lease cost of the copy machine and
supplies therefor, including the space occupied by the machine, but not
including time spent in operating the machine.

**J. Photocopies (Outside).** This item is reimbursable at actual cost.

**K. Postage.** This is reimbursable at actual cost.

**L. Overnight Delivery.** This is reimbursable at actual cost where it
is shown to be necessary. The court acknowledges that in complex chapter
11 cases overnight delivery or messenger services may often be
appropriate, particularly when shortened notice of a hearing has been
requested.

**M. Messenger Service.** This is reimbursable at actual cost where it
is shown to be necessary. An in-house messenger service is reimbursable,
but the estate cannot be charged more than the cost of comparable
services available outside the firm.

**N. Facsimile Transmission.** The actual cost of telephone charges for
outgoing transmissions is reimbursable. Transmissions received are
reimbursable on a per-page basis. If the per-page cost exceeds \$.20,
the professional must demonstrate, with data, to the satisfaction of the
Court, that the per-page cost represents a good faith estimate of the
actual cost of the copies, based upon the purchase or lease cost of the
facsimile machine and supplies therefor, including the space occupied by
the machine, but not including time spent in operating the machine.

**O. Long Distance Telephone.** This is reimbursable at actual cost.

**P. Parking.** This is reimbursable at actual cost.

**Q. Air Transportation.** Air travel is expected to be at regular coach
fare for all flights.

**R. Hotels.** Due to wide variation in hotel costs in various cities,
it is not possible to establish a single guideline for this type of
expense. All persons will be required to exercise reasonable discretion
and prudence in connection with hotel expenditures.

**S. Meals (Travel).** Reimbursement may be sought for the reasonable
cost of breakfast, lunch and dinner while traveling.

**T. Meals (Working).** Working meals at restaurants or private clubs
are not reimbursable. Reasonable reimbursement may be sought for working
meals only where food is catered to the professional's office in the
course of a meeting with clients, such as a Creditors' Committee, for
the purpose of allowing the meeting to continue through a normal meal
period.

**U. Amenities.** Charges for entertainment, alcoholic beverages,
newspapers, dry-cleaning, shoeshine, etc., are not reimbursable.

**V. Filing Fees.** These are reimbursable at actual cost.

**W. Court Reporter Fees.** These are reimbursable at actual cost.

**X. Witness Fees.** These are reimbursable at actual cost.

**Y. Process Service.** This is reimbursable at actual cost.

**Z. UCC Searches.** These are reimbursable at actual cost.

# Exhibit II-12. Order Establishing Fee Application Procedure and Fee Guidelines

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF OKLAHOMA

IN RE: )

) Case No. 98-05162-R

COMMERCIAL FINANCIAL ) Chapter 11

SERVICES, INC. and )

)

CF/SPC NGU, INC., ) Case No. 98-05166-R

) Chapter 11 Jointly

Debtors. ) Administered

) with Case No. 98-05162-2

ORDER ESTABLISHING FEE APPLICATION PROCEDURE AND FEE GUIDELINES FOR
PROFESSIONALS

This matter comes on before the Court *sua sponte*. A status conference
and a case management conference were held on January 5, 1999, wherein
the Court accepted comments from counsel regarding a procedure for
applying for professional fees and expenses. The Court FINDS that good
cause exists for establishing an orderly and uniform procedure for
professionals seeking compensation and reimbursement of expenses from
the estate.

Further, because of the size and complexity of the case, the possibility
of numerous appeals, the number of professionals retained or to be
retained by the estate, and the existence of various committees and
creditors whose counsel may seek compensation from the estate for
services benefiting the estate, the Court finds that good cause exists
for establishing fee guidelines in order to (1) encourage professional
to cooperate with other professionals in making assignments of tasks
with the goal of minimizing duplication of efforts and cost to the
estate; (2) inform professionals in advance as to the categories of fees
and expenses the Court generally will or will not allow to be paid from
the estate so that professionals may make informed decisions in the
course of their employment; and (3) promote more expedient, beneficial
and meaningful fee applications.

**IT IS THEREFORE ORDERED** that the Fee Application Procedure and Fee
Guidelines set forth below are applicable and shall be followed in this
case.

FEE APPLICATION PROCEDURE

**1. Budgets**

All professionals seeking to be employed by the estate shall file with
the Court a projected quarterly budget. Quarterly budgets shall be filed
and served on the 15^th^ day of each March, June, September and December
for the subsequent calendar quarter for as long as the professional
remains employed by the estate. Each projected budget shall contain
descriptions of services to be rendered and expenses to be incurred, the
approximate dates and anticipated costs of such services and expenses,
and a description of any actual expense incurred or service performed
(or not performed) that deviated significantly from budgeted expenses or
service. Budgets shall be served upon the Debtor-in-Possession and all
persons and entities listed on the most recent Master Service List.

**2. Allocation of Work and Preparation of Billing Statements**

a\. **Least Costly Means of Obtaining Desired Result.** Professional
shall allocate the work to be performed by members of their firms in
accordance with the best interests of their clients and shall exercise
billing judgment especially with regard to time spent in inter- or
intra-office communications, research, revision and editing. Work shall
be assigned so as to obtain reliable results in the most economic
fashion possible. **The rate charged for the service shall correspond to
the expertise necessary to perform the task, rather than the ordinary
rate charged by the person performing it.**

b\. **Rules and Procedures Applicable to Preparation of Billing
Statements.** Billing statements submitted to the Debtor-in-Possession
and attached to the fee application shall comply in all respects with
the applicable provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of this Court, the Guidelines for
Compensation of Professionals prepared by the Office of the United
States Trustee, and the Fee Guidelines set forth below in this Order. To
the extent possible, all professionals shall coordinate to establish
uniform category designations for areas of representation in which more
than one professional participates.

c\. **Apportionment Between and Among Different Estates.** Professionals
may apply for compensation only in connection with the scope of
representation set forth in the application for retention, as modified
by the retention order. Professionals authorized to perform services for
more than one debtor shall apportion fees and expenses between such
estates according to the relative benefit to each estate.

**3. Fee Applications**

a\. **Interim fee applications.** Professionals shall file interim
applications for the allowance and payment of fees and expenses pursuant
to 11 U.S.C. § 331 every 120 days. All allowances of interim fees and
expenses are subject to the Court's review of the same upon submission
of a final fee application pursuant to 11 U.S.C. § 330.

b\. **Review of Proposed Application.** Before filing an application for
allowance and payment of compensation and reimbursement of expenses, the
professional seeking compensation and/or reimbursement shall submit **a
proposed application** and supporting billing statements (the "Proposed
Application") to the Debtor-in-Possession, the Assistant United States
Trustee and the Creditors' Committee(s) (the "Reviewing Entities") for
review and comment. The professional and the Reviewing Entities shall
confer in good faith to attempt to clarify ambiguities and resolve
objections to the Proposed Application.

c\. **Apportionment Between and Among Different Estates.** Professionals
may apply for compensation only in connection with the scope of
representation set forth in the application for retention, as modified
by the retention order. Professionals authorized to perform services for
more than one debtor shall apportion fees and expenses between estates
according to the relative benefit to each estate.

d\. **Service of Notice of Hearing on Fee Application.** All Fee
Applications will be set for hearing. Prior to filing the Fee
Application, the professional/\
applicant should call \[courtroom deputy, phone number\] to obtain a
hearing date for the Fee Application. The Fee Application submitted for
filing shall be accompanied by a "Notice of the Filing of
(Interim/Final) Fee Application and Notice of Opportunity for Hearing,"
which Notice shall contain the Following: (1) the contents of a "Notice
of Hearing on Compensation" required by Bankruptcy Rule 2002(c)(2); (2)
a statement that the Fee Application is available for inspection and
copying at the office of the professional/\
applicant (or its designated copy service), giving the address and
telephone number of the professional/applicant (or its designated copy
service); and (3) the following language in bold type:

**You are hereby notified that you have until \_\_\_\_\_\_\_\_\_\_, 1999
(specific date calculated as seven days prior to the hearing date) to
file a written response or objection to the relief requested in the
above-described Fee Application. If no response or objection is timely
filed, the Court may grant the requested relief without further
notice.**

e\. **Reviewing Party in Interest.** The "Notice of the Filing of
(Interim/Final) Fee Application and Notice of Opportunity for Hearing"
shall be served upon the Master Service List at least 20 days prior to
the date set for hearing, pursuant to Bankruptcy Rule 2002(a)(6).

f\. **Objections.** A Reviewing Entity or any other party in interest
having unresolved objections must file a **written objection** to the
Fee Application at least seven (7) days prior to the date of the hearing
on the Fee Application, or the objection may not be heard. The objection
must identify the charges in dispute with sufficient specificity to
direct the Court to the relevant page(s) and line item(s) at issue,
state the reason for the objection, and provide any relevant legal
authority. **Objections to the Fee Application shall be served upon the
professional/applicant, the Reviewing Entities and the Master Service
List.**

g\. **Resolution of Objections.** In the event that an objection is
resolved prior to the hearing, the professional/applicant shall
immediately advise \[courthouse deputy, phone number\] and file a short
supplement describing the modification to the Fee Application, if any,
resulting from the resolution of the written objection. If the
resolution results in no change to the Fee Application, the objecting
party shall immediately file a pleading withdrawing its objection.

FEE GUIDELINES

These Fee Guidelines supplement the Bankruptcy Code and Rules, the
relevant and binding case law interpreting the Bankruptcy Code and
Rules, and the United States Trustee Guidelines, all of which apply in
this case.

# Criteria for Evaluating Fee Applications

The Court will consider the following criteria in evaluating Fee
Applications filed in the case:

1\. **Hourly Rates.** The primary criterion used to evaluate the
reasonableness of the hourly rate charged will be the amount reasonably
charged by a person possessing the skill, experience and expertise
**required to perform the given task.** As stated in the Fee Application
Procedures, **the rate charged for the service shall correspond to the
expertise necessary to perform the task, rather than the ordinary rate
charged by the person performing it.** The Court will consider the human
resources of the firm seeking compensation (and the resources of local
counsel, if applicable), including the availability of
para-professionals, in determining an hourly rate appropriate for a
task. Professionals shall consider this rule when exercising billing
judgment in preparation of the billing statement.

2\. **Locality.** Professionals and para-professionals may charge hourly
rates consistent with those charged by a practitioner in the
professional's geographic area possessing education, experience,
expertise, and skills commensurate with the professional and
para-professional seeking compensation. Local prevailing rates must be
demonstrated by competent evidence at the hearing on the Fee
Application.

3\. **Travel Time.** Travel time will be compensated at the
professional's regular hourly rate unless the professional is performing
services for and billing another client during the travel time, in which
case the professional will not be compensated for the time billed to
another client. In light of the availability of telephone conferences,
e-mail, facsimile transmission and other sophisticated communications
technology that substantially reduces the necessity of being present in
the locality where business is being transacted, the Court will
compensate only **one** professional for travel time unless a showing is
made that more than one professional was required for the meeting, court
appearance or other event for which travel time is sought. The
restriction on compensation for travel time does not necessarily
restrict compensation for more than one professional working on a task
if the task requires more than one professional.

4\. **Duplication of Services.** Compensation will not be allowed for
duplication of services. For instance, only those professionals who
materially participate in a hearing will be compensated for the hearing,
unless a showing is made as to why a second professional was required.
The availability of local counsel, local counsel's human resources, and
local counsel's familiarity with the issue will be considered.

5\. **Billing Judgment.** A professional shall exercise billing judgment
in presenting its Fee Application. The Court cannot determine whether
billing judgment was exercised unless all services and expenses are
included in the Fee Application presented to the Court; therefore, a
professional shall make the Court aware of its billing judgment by
indicating in the Fee Application the services that were performed but
for which no compensation is sought. Examples of "no charge" entries
include services that were not productive, excessive or duplicative, and
services which primarily benefited another party or the professional,
rather than the estate (not including Fee Applications, however).

6\. **Expenses.** Copying costs shall be limited to \$.20 per page if
copying is performed in-house, or the actual cost if copying is
performed by a service. Reimbursement of in-coming fax costs shall be
limited to \$.20 per page; out-going faxes will be reimbursed at actual
cost. Absent a showing of necessity, overnight or courier service
delivery will not be a reimbursable expense.

**SO ORDERED** this 7^th^ day of January, 1999

**DANA L. RASURE, CHIEF JUDGE**

UNITED STATES BANKRUPTCY COURT

# 

# Exhibit III-1. Sample Scheduling Order

UNITED STATES BANKRUPTCY COURT\
DISTRICT OF MASSACHUSETTS

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re: ) Chapter

) Case No. JNF

Debtors )

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
)

Plaintiff ) Adversary Proceeding

) No.

v\. )

)

Defendant )

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_)

PRETRIAL ORDER

1\. The parties are ordered to confer pursuant to Fed. R. Civ. P. 26,
made applicable to this proceeding by Fed. R. Bankr. P. 7026, within 45
days of the date of this order and to file no later than , a
certification that the Rule 26(f) conference has taken place, as well as
a written report outlining a proposed discovery plan.

2\. Discovery shall be completed on or before , unless the court, upon
appropriate motion and consideration of the discovery plan, alters the
time and manner of discovery.

3\. The Parties are ordered to file by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a Joint Pretrial Memorandum
approved by all counsel and unrepresented parties, which shall set forth
the following:

\(A\) The name and, if not previously provided, the address and
telephone number of each witness, separately identifying those whom the
party expects to present and those whom the party may call if the need
arises.

\(B\) A list of witnesses whose testimony is expected to be presented by
means of a deposition and, if not taken stenographically, a transcript
of the pertinent portions of the deposition testimony.

\(C\) A list of witnesses intended to be called as experts, together
with a statement as to an objection to their qualification.

\(D\) An appropriate identification of each document or other exhibit,
other than those to be used for impeachment, in the sequence in which
they will be offered, including summaries of other evidence, separately
identifying those which the party expects to offer and those which the
party may offer if the need arises.

\(E\) A statement of any objections, together with the grounds therefor,
reserved as to the admissibility of a deposition designated by another
party and to the admissibility of documents or exhibits. Objections not
so disclosed, other than an objection under Rules 402 and 403 of the
Federal Rules of Evidence, shall be deemed waived unless excused by the
court for good cause shown.

\(F\) A statement confirming that the parties have exchanged copies of
the exhibits.

\(G\) Facts which are admitted and which require no proof.

\(H\) The issues of fact which remain to be litigated (evidence at the
trial shall be limited to these issues).

\(I\) The issues of law to be determined.

\(J\) A statement summarizing the Plaintiff's case.

\(K\) A statement summarizing the Defendant's case.

\(L\) The estimated length of the trial.

4\. Any dispositive motions must be filed no less than seven business
days prior the date fixed for the filing of the Joint Pretrial
Memorandum or the relief sought in such motion shall be deemed to have
been waived.

5\. Failure to strictly comply with all of the provisions of this order
may result in the automatic entry of a dismissal or a default as the
circumstances warrant in accordance with Fed. R. Civ. P. 16, made
applicable to this proceeding by Fed. R. Bankr. P. 7016.

6\. A pretrial conference or trial shall be scheduled after the filing
of the Joint Pretrial Memorandum.

By the Court,

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Joan N. Feeney

> United States Bankruptcy Judge

Date:

cc:

# Exhibit III-2. Sample Discovery Order

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF CALIFORNIA\
SAN FRANCISCO DIVISION

In re ) Case No. 01-30923 DM

)

PACIFIC GAS AND ELECTRIC ) Chapter 11 Case

COMPANY, )

)

> ) ORDER RE: DISCOVERY
>
> ) PROTOCOL AND

Debtor. ) [SCHEDULING]{.underline}

)

Federal I.D. No. 94-0742640 )

Pursuant to Title 11 of the United States Code, Section 105, and Rules
7026(b)(2) and 9014 of the Federal Rules of Bankruptcy Procedure
("FRBP"), the Court adopts the following Discovery Protocol in
connection with confirmation proceedings concerning the Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code for Pacific Gas &
Electric Company ("PG&E") (dated April 19, 2002) filed by PG&E and
Corp., on March 7, 2002 (the "PG&E Plan"), and the California Public
Utilities Commission's Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code for Pacific Gas and Electric Company filed by the
California Public Utilities Commission on April 15, 2002 (the "CPUC
Plan"). For purposes herein, PG&E and co-proponent PG&E Corporation
("Corp.") are collectively referred to as the "PG&E Plan Proponents"[^5]
and each of PG&E, Corp. and the California Public Utilities Commission
("CPUC" or the "Commission") are each individually referred to as a
"Proponent" and are collectively referred to as the "Proponents."

Discovery procedures set forth in the Federal Rules of Bankruptcy
Procedure shall be available only to the Proponents, the Official
Committee of Unsecured Creditors (the "Committee"), the United States
Trustee ("UST") and to those persons or entities, other than the
Proponents, who timely filed and served objections to confirmation of
either or both the PG&E Plan or the CPUC Plan in compliance with this
Court's May 20, 2002, Scheduling Order ("Objectors"). Objectors who
object to the PG&E Plan are referred to herein as "PG&E Plan Objectors,"
and Objectors who object to the CPUC Plan are referred to herein as
"CPUC Plan Objectors." The Proponents, the Committee, UST and the
Objectors are collectively referred to herein as the "Parties." Any
Party which is not a Proponent is referred to herein as a
"Nonproponent."

A. DEPOSITION PROTOCOL

The following protocol shall apply to depositions:

1\. Counsel for the Committee, Milbank, Tweed, Hadley & McCloy, LLP
("Committee Counsel"), shall be responsible for coordinating the
scheduling of all percipient and expert depositions and the Parties
shall follow the Discovery Scheduling Procedure set forth in Exhibit A
hereto in addition to the provisions of this Order.

2\. Each Party shall notify Committee Counsel and the other Proponents
of the date, time and location the witnesses it intends to call at trial
will be available for deposition in accordance with the schedule set
forth in Sections B & C below.

3\. Except in circumstances where a deposition is sought by a
Nonproponent not also by a Proponent or unless otherwise agreed by the
Proponent that is not affiliated with the deponent, the examination of
each non-expert deponent shall begin with one seven-hour day of
questioning by that Proponent (for purposes of this Protocol, time taken
for a lunch break during a deposition is not counted against the
seven-hour period, however time taken for other reasonable breaks during
a deposition is counted against the seven-hour period). If a deposition
of a non-expert deponent is sought by a Nonproponent and not also by a
Proponent, the examination of such non-expert deponent shall begin with
questioning by the Nonproponent seeking the deposition. Only Parties and
their agents, or anticipated expert witnesses and their agents, may
attend depositions, and Parties shall participate in such depositions
only in accordance with the Discovery Scheduling Procedure set forth in
Exhibit A hereto.

4\. Normally, the Court expects that non-expert depositions will
conclude within two seven-hour days per witness, provided, however, that
further time is permitted when necessary.

5\. All Parties should attempt to coordinate their questioning of
deponents, and should avoid using multiple examiners to cover similar
subject matter.

B. DISCLOSURE OF NON-EXPERT WITNESSES

1\. No later than August 15, 2002, Proponents shall file and serve on
all other Parties a disclosure identifying the name, title and business
address of each non-expert witness the Party intends to call at trial.
On or before September 16, 2002, a Proponent may file and serve a
supplemental designation of non-expert witnesses whom the Proponent in
good faith determined after August 15, 2002, that it intends to call at
trial. For each witness identified by a Proponent, the Proponent's
disclosure shall also include a brief summary of the subject matter of
such witness' expected testimony. No later than August 22, 2002,
Proponents shall provide information concerning the availability for
deposition of those non-expert witnesses identified on August 15, 2002.
Availability for deposition of Proponents' non-expert witnesses
identified thereafter shall be provided at the same time they are
identified.

2\. No later than September 16, 2002, Nonproponents shall file and serve
on all other Parties a disclosure identifying the name, title and
business address of each non-expert witness the Party intends to call at
trial. On or before October 28, 2002, a Nonproponent may file and serve
a supplemental designation of non-expert witnesses whom the Nonproponent
in good faith determined after September 16, 2002, that it intends to
call at trial. For each witness identified by a Nonproponent, the
Nonproponent's disclosure shall also include a brief summary of the
subject matter of such witness' expected testimony. No later than
September 23, 2002, Nonproponents shall provide information concerning
the availability for deposition of those non-expert witnesses identified
on September 16, 2002. Availability for deposition of Nonproponents'
non-expert witnesses identified thereafter shall be provided at the same
time they are identified.

C. EXPERT WITNESS DISCLOSURES

The following expert witness disclosures shall be made in addition to
the service and filing of written direct testimony of expert witnesses,
which shall be scheduled at a later date:

1\. The CPUC and any other Party intending to offer direct expert
testimony in support of the CPUC Plan at the confirmation hearing shall
serve the disclosures required under FRBP 7026(a)(2)(A) & (B) with
respect to such experts, together with a statement indicating the date,
time and location such expert will be available for deposition, on all
other Parties no later than September 20, 2002.

2\. The PG&E Plan Proponents and any other Party intending to offer
expert testimony to rebut or contradict the testimony of an expert
disclosed pursuant to Section C.1 above or otherwise in opposition to
confirmation of the CPUC's Plan shall serve the disclosures required
under FRBP 7026(a)(2)(A) & (B) with respect to such experts, together
with a statement indicating the date, time and location such expert will
be available for deposition, on all other Parties no later than October
4, 2002.

3\. The CPUC shall serve the disclosures required under FRBP
7026(a)(2)(A) & (B) with respect to the testimony of any expert witness
it intends to offer solely to rebut or contradict the testimony of a
non-rebuttal expert disclosed pursuant to Section G2 above, together
with a statement indicating the date, time and location such expert will
be available for deposition, on all other Parties no later than October
14, 2002.

4\. The PG&E Plan Proponents and any other Party intending to offer
direct expert testimony in support of the PG&E Plan at the confirmation
hearing shall serve the disclosures required under FRBP 7026(a)(2)(A) &
(B) with respect to such experts, together with a statement indicating
the date, time and location such expert will be available for
deposition, on all other Parties no later than October 18, 2002.

5\. The CPUC and any other Party intending to offer expert testimony to
rebut or contradict the testimony of an expert disclosed pursuant to
Section C.4 above or otherwise in opposition to confirmation of the PG&E
Plan shall serve the disclosures required under FRBP 7026(a)(2)(A) & (B)
with respect to such experts, together with a statement indicating the
date, time and location such expert will be available for deposition, on
all other Parties no later than October 29, 2002.

6\. The PG&E Plan Proponents shall serve the disclosures required under
FRBP 7026(a)(2)(A) & (B) with respect to the testimony of any expert
witness they intend to offer solely to rebut or contradict the testimony
of a non-rebuttal expert disclosed pursuant to Section C.5 above,
together with a statement indicating the date, time and location such
expert will be available for deposition, on all other Parties no later
than November 8, 2002.

D. OTHER DISCOVERY MECHANISMS

1\. [Demands for Inspection]{.underline}. A Party may propound demands
for inspection of documents on any other Party; however, a Party may
respond in writing to any duplicative demands for inspection by
reference to previous responses and objections, and shall not be
required to produce documents responsive to duplicative requests if the
non-privileged responsive documents have previously been made available
to the Parties in a data room or document repository. Any Party may
elect to produce documents by making them available for inspection and
copying at a data room or document repository in San Francisco,
California.

2\. [Subpoenas for Documents]{.underline}. Subject to the limitations on
such discovery provided under the Federal Rules of Bankruptcy Procedure,
any Party may subpoena documents from a person or entity that is not a
Party.

3\. [Other Written Discovery]{.underline}.

\(a\) The total number of requests for admission that may be propounded
by a Party on any other Party shall not exceed 25. Subparts to requests
shall count against the limit of 25 requests.

\(b\) The total number of written interrogatories that may be propounded
by a Party on any other Party shall not exceed 25. Subparts to
interrogatories shall count against the limit of 25 interrogatories.

4\. [Service of Written Discovery]{.underline}. Subject to any
limitations set forth in an applicable protective order, all written
discovery requests propounded by Parties as well as any written
responses thereto shall be served on all Parties at the time such
request or response is made.

5\. [Written Discovery Cut Off]{.underline}. No Party may propound
written discovery after October 8, 2002.

E. SCOPE OF DISCOVERY

Proponents, the Committee and the U.S. Trustee may seek discovery
regarding any matter, not privileged, that is relevant to the Court's
consideration of the PG&E Plan or the CPUC Plan. Each Objector may seek
discovery relevant to any matter, not privileged, raised in its written
objections to either the PG&E Plan or the CPUC Plan. This provision
shall be liberally construed in favor of a broad scope of discovery.

F. INTERIM PROTECTIVE ORDER

The Proponents shall serve their proposed form(s) of protective order on
all Parties on or before August 26, 2002, and the Court will hold a
hearing regarding the entry of a protective order on September 4, 2002,
at 1:30 p.m. Until such time as the Court enters a protective order
governing the use and dissemination of information produced or furnished
in discovery in the above-captioned action or September 26, 2002,
whichever is earlier, all documents, written discovery responses, and
deposition testimony produced or furnished in the above-captioned action
in response to any deposition notice, subpoena or other discovery
request related to plan confirmation proceedings and which has been
labeled by a Party with the designation "Confidential---*In re Pacific
Gas and Electric Co*., Na. 01 30923 DM (Bankr. N.D. Cal.) or otherwise
designated "Confidential" by a Party (collectively, "Confidential
Confirmation Discovery Information") shall be used by Parties receiving
such Confidential Confirmation Discovery Information solely for the
purpose of conducting litigation of the above-captioned action and for
no other purpose whatsoever. No Party may disseminate Confidential
Confirmation Discovery Information to any other person who is not also a
Party, except that a Party may provide Confidential Confirmation
Discovery Information to consultants, expert witnesses or other agents
it has retained for purposes of the above-captioned litigation who have
received a copy of this Protocol and executed a copy of Exhibit B
hereto, which executed copy counsel of record for such Party shall
retain.

G. DISCOVERY DISPUTES

If any dispute arises concerning discovery, the Parties shall try first
to resolve such dispute in good faith on an informal basis. If the
dispute cannot be so resolved, the Party seeking to obtain the discovery
may request the Court to schedule a telephonic conference concerning the
dispute. A Party requesting such a conference should contact \[courtroom
deputy, phone number\], to obtain a date and time. Any dispute arising
between October 4 and October 18, 2002, will be handled by Chief Judge
Edward Jellen. A Party requesting a telephonic conference during that
time period should contact \[judge's judicial assistant, phone number\].

As soon as a telephonic conference is scheduled, the Party requesting
the conference shall provide the Court (and Chief Judge Jellen at U.S.
Bankruptcy Court, 1300 Clay Street, Second Floor, Oakland, CA 94612,
during the dates indicated above) with a written summary of the dispute
and a confirmation of the date and time of the telephonic conference,
with copies served promptly on all other Parties by e-mail or facsimile.
If a Party desires to transmit the letter to the Court via facsimile,
the Party should request from the Courtroom Deputy or Judicial Assistant
permission to fax the letter directly to chambers.

The Court will make telephonic conference arrangements with Court
Conference Center and all Parties desiring to participate on the
conference should follow the procedures for telephonic conferences as
published on the Court's website at http://www.canb.uscourts.gov, click
on Pacific Gas and Electric Company Chapter 11 Case, then Instructions
for Telephonic Appearances.

H. MODIFICATIONS OF DISCOVERY PROCEDURES

Any Party seeking relief from or modification to any provision of this
Order shall try first to obtain agreement, which agreement if reached
shall be binding without further order of the Court (except for changes
to the hearing, status conference, and trial dates referenced herein),
from the Parties who would be affected by such relief or modification.
If an agreement cannot be reached in good faith on an informal basis,
the Party seeking such relief or modification may bring the matter to
the Court's attention by contacting the Courtroom Deputy by telephone or
by writing a letter to the Court. Such requests for relief or
modification shall be granted by the Court upon reasonable and
appropriate notice and a showing of good cause.

I. FURTHER STATUS CONFERENCE

The Court will convene a further status conference on Wednesday,
September 25, 2002, at 9:30 a.m. to discuss procedures for the
confirmation trial.

J. TRIAL DATE

The confirmation trial shall commence on Tuesday, November 12, 2002.

> IT IS SO ORDERED.

Date: August 23, 2002
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

**EXHIBIT A**

Discovery Scheduling Procedure

1\. Deposition discovery in this proceeding shall be scheduled pursuant
to the procedures set forth herein and in the Court's Order Re:
Discovery Protocol and Scheduling dated August 2002 ("Discovery
Protocol"). Terms used herein shall have the same meanings as in the
Discovery Protocol. The Discovery Coordinator shall be the firm of
Milbank, Tweed, Hadley and McCloy, counsel to the Official Creditors'
Committee. The primary contact for the Discovery Coordinator shall be
\[name\].

2\. For the purpose of this Paragraph, a "presumptive deponent" means an
individual who (a) is listed on at least one filed witness list, or (b)
submits an expert report or declaration. Also for the purposes of this
Paragraph, "under the control of" means (a) employed by or otherwise
serving as an agent to, or (b) anticipated to serve as a fact or expert
witness on behalf of.

a\. The Plan Proponents shall make reasonable efforts to reach agreement
with each other on deposition schedules for presumptive deponents under
their control. When a deponent is not under the control of a Plan
Proponent, the Plan Proponents and the Party under whose control the
deponent is found shall make reasonable efforts to reach agreement on a
deposition schedule for that presumptive deponent.

b\. If one or more Parties seek the deposition of another Party or of
another person who is not a presumptive deponent, the Parties seeking
the deposition and the deponent or, if applicable, the Party under whose
control the deponent is found, shall make reasonable efforts to reach
agreement on a deposition schedule for that person.

c\. In the event that either (i) the relevant Parties cannot reach
agreement on a deposition schedule pursuant to subparagraphs 2.a or 2.b
above, or (ii) other deposition scheduling disputes arise, any Party
involved in the dispute may ask the Discovery Coordinator to resolve the
dispute, and the Discovery Coordinator shall make reasonable efforts to
do so if asked. Subject to Paragraph 3 below, the Discovery Coordinator
shall not schedule a deposition pursuant to this Paragraph 2.c such that
the Parties do not receive at least 10 days' notice through the
Deposition Calendar.

d\. The schedule for all depositions in this proceeding shall be posted
on a Deposition Calendar maintained by the Discovery Coordinator and
available to all Parties herein through a website at
www.milbank.com/clientweb (the "Deposition Calendar Website"), to which
all Parties will have password access provided by the Discovery
Coordinator. Once the availability of a deponent is provided as
described in Sections B and C of the Discovery Protocol or an agreed
deposition schedule for a deponent is proposed pursuant to subparagraphs
2.a or 2.b above, the Parties establishing the schedule shall give
notice to the Discovery Coordinator pursuant to paragraph 8 below of
such scheduling. Subject to Paragraph 3 below, such notice must be
received by the Discovery Coordinator at least 11 days before the
deposition is scheduled. The Discovery Coordinator shall post the
scheduled deposition on the Deposition Calendar within 24 hours of
either (i) receipt of such notice or (ii) the Discovery Coordinator's
own scheduling of the deposition pursuant to subparagraph 2.c.

3\. If extraordinary circumstances require that a deposition be
scheduled on less than 10 days' notice to the Parties through the
Deposition Calendar website, then in addition to posting the deposition
on the Deposition Calendar website, the Discovery Coordinator shall give
notice to all Parties of the scheduled deposition by email at the same
time the deposition is posted.

4\. Once a deposition appears on the Deposition Calendar, any other
Party seeking to put questions to the deponent shall indicate through
the Deposition Calendar website that it desires to do so and shall
provide an estimated time for its examination and a description of the
subject matter of such examination. Except with respect to a deposition
scheduled pursuant to Paragraph 3 above, such indications must be made
no later than the close of business Pacific Coast time the fourth
business day before the deposition is to commence, or else the Party
will not have the right to put questions to the deponent during the
deposition. In the event of a deposition scheduled pursuant to Paragraph
3 above, the Party will provide its time estimate and subject matter
description by 5 p.m. Pacific Coast time at least two days prior to the
deposition commencement date. A Party intending to put questions to the
deponent shall attend the deposition (in person or telephonically) on
the day the Discovery Coordinator sets for that Party's examination,
beginning at the commencement of that day's examination.

5\. Any Party wishing to attend any deposition in person without asking
questions may do so without notice. As a matter of professional courtesy
to the Party hosting the deposition, however, a Party intending to
attend in person without asking questions shall whenever possible
indicate in advance that it intends to do so through the Deposition
Calendar website, ideally no later than the close of business Pacific
Coast time the fourth business day before the deposition is to commence.

6\. Alternatively, a Party not seeking to ask questions may attend a
deposition telephonically. Any Party wishing to attend telephonically
shall indicate the name(s) of the individual person(s) who will attend
telephonically through the Deposition Calendar website no later than the
close of business Pacific Coast time the second business day before the
deposition is to commence, or else the party will not have the right to
attend the deposition telephonically. To those Parties indicating in a
timely fashion their intent to participate telephonically, the Discovery
Coordinator shall provide call-in instructions by e-mail no later than
the close of business Pacific Coast time the business day before the
deposition is to commence. Any Party attending telephonically shall
ensure that speech or other sounds from his or her office are not
audible while the deposition proceedings are on the record, through use
of a "mute" button or any other effective means.

7\. The Discovery Coordinator shall assign time for each participant to
ask questions at any deposition and shall post the time assigned to each
party on the Deposition Calendar website no later than 48 hours before
the deposition is to commence. The Discovery coordinator may request
that any witness be made available for additional days if it does not
appear that it is possible to reasonably accommodate all persons wishing
to interrogate within the originally scheduled time period.

8\. Any notice to the Discovery Coordinator may be given to \[name\] by
email at \[email address\], by facsimile at \[fax number\], or by mail
at \[address\]. Oral notice to the discovery coordinator shall not be
effective.

9\. All discovery herein shall be governed by the Discovery Protocol,
and the Discovery Coordinator shall have no power to alter the terms of
the Discovery Protocol.

**EXHIBIT B**

AGREEMENT TO BE BOUND BY SECTION F\
OF DISCOVERY PROTOCOL

I, the undersigned,
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
(print or type name), of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
(business/residence address) hereby acknowledge that I have received a
copy of the Order Re: Discovery Protocol (the "Order") entered
on\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2002, in the matter entitled
*In Re Pacific Gas and Electric Company*, United States Bankruptcy
Court, Northern District of California (the "Court"), Case No. 01 30923
DM.

I have read and understand the Order and agree to be bound, to the same
extent as a Party, by all the provisions of Section F of the Order
concerning the use and dissemination of Confidential Confirmation
Discovery Information as that term is used in the Order.

I consent to personal jurisdiction over me by the Court for purposes of
enforcing the Order. I declare under penalty of perjury under the laws
of the United States that the foregoing is true and correct, and that
this Agreement was executed on this\
\_\_\_\_ day of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2002, at
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

# Exhibit III-3. Sample Order Requiring Presentation of Evidence by Declaration

TRIAL BY DECLARATION

by\
BARRY RUSSELL\
U.S. Bankruptcy Judge

The attached "Order re Presentation of Evidence by Declarations for
Court Trial . . ." concerns a procedure which I have been using for
several years with excellent results, in my opinion, for Court trials.
The second introductory paragraph of the Order states:

> The purpose of this procedure is to ensure a fair and expeditious
> trial. The procedure is similar to a motion for summary judgment,
> except that the admissibility of a declaration is dependent upon the
> presence of the declarant at trial subject to cross-examination.

Using this procedure, I have been able to try matters that would
normally take one to two weeks in one-half to one or two days. Since
almost all direct testimony is admitted into evidence by the witnesses'
declarations, the in-court time for this testimony is generally
eliminated. This procedure does not work well unless both sides are
represented by counsel.

Because counsel are forced to carefully prepare the declarations that
are admissible under the Federal Rules of Evidence, I have found the
declarations to be very brief and far more direct than if the direct
testimony were given orally in open court. I have also found that
cross-examination is much shorter and frequently waived. I believe this
may be due in part to the fact that many attorneys feel compelled to
cross-examine witnesses, especially when the client is present in Court,
and after the other side's counsel has spent considerable time
questioning its witnesses on direct examination.

This procedure is most beneficial to the Judge's needs. In addition to
saving a great deal of time, I have found that I am much better prepared
to decide the matter. By requiring that briefs be filed with the
declarations, I am often ready to decide the matter on the declarations
submitted prior to trial. That is to say, in many trials (usually the
more simple matters) both sides submit on the declarations without any
cross-examination and without argument (they have already argued in the
pretrial briefs).

Naturally, to make the procedure work, the Judge must take the time to
read the declarations and the briefs prior to trial. This can be done at
the Judge's leisure, either in Chambers or at home relaxing by the pool,
etc. An additional benefit is that by requiring the parties to be fully
prepared, they often settle matters which I believe would otherwise have
gone to trial.

The following comments relate to specific suggestions I have concerning
certain aspects of the attached Order.

1\. DECLARATIONS:

\(a\) Since this is a trial, the admissibility of evidence is governed
by the Federal Rules of Evidence. I have found that "hearsay" and
"irrelevant" are by far the most frequent objections and are easily
determined by this procedure. Try not to waste your time by hearing
arguments on these unless you are really unsure. In any case, you will
decide the relevancy when you render your decision. I would suggest
generally overruling objections relating to the form of the answer as
opposed to those objections relating to substance. I have found that
very few objections of any kind are made to the declarations, and the
objections made are easily decided.

\(b\) Some counsel may hold back evidence that should have been in their
declarations as part of their case-in-chief and claim it is merely
rebuttal. If you strictly enforce your Order they will soon learn that
you will not tolerate such attempts to circumvent your Order. I would
stress this and other points at a status hearing with all counsel
present.

\(c\) Requiring exhibits to be attached to the declaration makes the
reading of the declaration easier and more understandable. You may have
to modify this requirement if there are a large number of exhibits. In
that case, the declarant should refer to the exhibits which should be
provided to the Court and counsel as part of the Pretrial Order.

\(d\) The filing of a declaration by counsel, concerning witnesses for
whom declarations cannot be obtained, helps to reduce surprises and is
important for the Judge and opposing counsel to be aware of all the
evidence to be presented by both sides.

\(e\) It is important to strictly adhere to the requirements of the
Order. If a declarant does not appear at the trial, the declarant's
declaration may not be introduced into evidence. The decision to
continue the trial because of an unavailable witness is the same as it
would be at a trial without declarations.

In the beginning you may encounter some counsel, as I have, who don't
believe you mean it and will appear at trial with witnesses for whom
they have not served and/or filed declarations. If you comply with your
Order and refuse to allow the witnesses to testify, that particular
counsel and others will quickly realize that you really mean it.

2\. TIME FOR FILING DECLARATIONS, ETC.:

I generally set the time for filing the declarations so that the last
one is filed two weeks before the trial or pretrial hearing. I usually
give the plaintiff about three to four weeks to file its declarations;
defendant, two to three weeks to file its reply declarations; and the
plaintiff, one to two weeks to reply. Any evidentiary objections must be
filed with that party's declarations with the defendant filing its
objections, if any, to plaintiff's reply declarations, at least one week
before trial or pretrial.

3\. TIME FOR FILING BRIEFS:

I don't order the filing of briefs, but I do order that if they are
filed, they may only be filed in accordance with the Order. Almost all
counsel file briefs and it is nice not to have them handed to you as you
start the trial.

4\. PRETRIAL ORDERS:

I almost always, except in the simplest matters when everyone knows what
is in-issue, require a Pretrial Order. In Los Angeles, we have a Local
Rule which spells out the requirements. Many Judges issue their own
order. In either case, I require the Pretrial Order to be filed on the
same date as the plaintiff's declarations. I do that to force the
parties to get together as soon as possible.

5\. SETTING OF TRIAL OR PRETRIAL:

I generally order the reply declarations to be filed two weeks prior to
trial. If I don't have a good idea how long the trial will take, I set
it for a pretrial hearing with the reply declarations to be filed two
weeks before the hearing. I have found it helps to emphasize to counsel
that you will try their two day trial in one hour, or their one week
trial in one-half a day. There is no need for opening statements, and
closing arguments should be kept to a minimum unless the
cross-examinations have revealed new facts.

I would advise issuing your Order at a status hearing with all counsel
present to orally emphasize those points you wish to emphasize, and to
answer any questions of counsel. This is especially important when you
first initiate this procedure.

UNITED STATES BANKRUPTCY COURT\
CENTRAL DISTRICT OF CALIFORNIA

In re: )
Chapter\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> )
>
> ) BK. NO.\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ BR
>
> )
>
> ) ADV. NO.\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ BR
>
> )

Debtor(s) ) ORDER REPRESENTATION OF

) EVIDENCE BY DECLARATION FOR

> ) COURT TRIAL; FILING JOINT
>
> ) PRETRIAL ORDER PURSUANT TO
>
> ) LOCAL RULE 7016- 1
>
> ) Date:
>
> ) Time:

Plaintiff(s) ) Place: Courtroom 1668

) 255 E. Temple Street

) Los Angeles, CA 90012

Defendant(s) )

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_)

The following procedures are to be followed for the presentation of
evidence to be offered at the trial of the above-entitled proceeding on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

The purpose of this procedure is to ensure a fair and expeditious trial.
The procedure is similar to a motion for summary judgment, except that
the admissibility of a declaration is dependent upon the presence of the
declarant at trial subject to cross-examination.

**1. DECLARATIONS:**

\(a\) Except as herein provided, each party shall present the testimony
of all its witnesses through declarations of said witnesses, under
penalty of perjury, otherwise admissible under the Federal Rules of
Evidence.

\(b\) The only oral testimony which may be offered at trial by a party
through its witnesses will be **STRICTLY** limited to rebuttal
testimony.

\(c\) If a portion of a witness' declaration concerns an exhibit to be
admitted into evidence at trial, the exhibit must be attached to the
declaration.

\(d\) If a party is unable to obtain a declaration of a witness, counsel
for that party shall file a declaration stating the name of the witness
and a detailed summary of the expected testimony and why counsel was
unable to obtain the witness' declaration.

Failure to make every reasonable effort to obtain the declaration of any
such witness will result in the exclusion of any oral testimony of such
witness offered by the party.

If a party intends to present the witness' testimony by a transcript of
a deposition of the witness only those portions of the transcript
intended to be offered, should be attached to its counsel's declaration.

\(e\) The declaration of a witness for a party will be admissible at
trial, subject to timely objections, and if the declarant is present at
trial, and subject to cross-examination.

**2. TIME FOR FILING DECLARATIONS AND OBJECTIONS TO DECLARATIONS:**

\(a\) Plaintiff shall serve and file its declaration(s) on or before
\_\_\_\_\_\_\_\_\_\_\_\_.

\(b\) Defendant shall serve and file its declaration(s) and any
evidentiary objections it has to plaintiff's declaration(s) on or before
\_\_\_\_\_\_\_\_\_\_\_\_\_.

\(c\) Plaintiff shall serve and file its reply declaration(s) and any
evidentiary objections it has to defendant's declaration(s) on or before
\_\_\_\_\_\_\_\_\_\_\_\_.

\(d\) Defendant shall serve and file any evidentiary objections to
plaintiff's reply declaration(s) on or before
\_\_\_\_\_\_\_\_\_\_\_\_\_.

\(e\) [NO OTHER DECLARATIONS WILL BE ALLOWED]{.underline}. The only
additional evidence a party may offer at trial is **TRUE** rebuttal
evidence.

**3. TIME FOR FILING BRIEFS:**

If a party wishes to file a trial brief(s), such brief(s) must be filed
with the party's declaration(s). A party may file its brief(s) at the
time(s) designated for filing its declarations(s), even though the party
chooses not to file a declaration(s). **[NO OTHER BRIEFS WILL BE
ALLOWED.]{.underline}**

**4. PRETRIAL ORDER:**

The parties shall file a joint pretrial order pursuant to Local Rule
7016-1 on or before \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

IT IS SO ORDERED.

Dated:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> BARRY RUSSELL
>
> U.S. Bankruptcy Judge

# Exhibit III-4. Local Rule on Omnibus Objections to Claims

Delaware Local Bankruptcy Rule 3007-1\
[Omnibus Objections to Claims]{.underline}

\(a\) [Scope of Rule]{.underline}. This Local Rule applies to any
objection to the allowance of a claim under an omnibus objection (i.e.,
an objection to claims asserted by more than one claimant)
("Objection").

\(b\) [Effect of Rule]{.underline}. In addition to complying with those
sections of the Code and those rules of the Fed. R. Bankr. P. generally
applicable to an objection to the allowance of a claim, any objection
shall comply with the information and certification requirements listed
in Local Rule 3007-1(c)-(f).

\(c\) [Filed v. Scheduled Claim]{.underline}. If a claim has been
scheduled on the debtor's schedules of liabilities and is not listed as
disputed, contingent or unliquidated and a proof of claim has not been
filed under Fed. R. Bankr. P. 3003, 3004 and/or 3005, the debtor may not
object to the claim. Instead, the debtor must amend the schedules under
Fed. R. Bankr. P. 1009 and provide notice as required by Local Rule
1009-2.

\(d\) [Substantive v. Nonsubstantive Objections]{.underline}. An
Objection is deemed to be on a substantive basis unless it is based on
one or more of the following:

\(i\) A duplicate claim; provided, however, that a claim filed against
two different debtors is not a duplicate claim unless the cases have
been substantively consolidated by order of the Court;

\(ii\) A claim filed in the wrong case;

\(iii\) An amended or superseded claim;

\(iv\) A late filed claim;

\(v\) A claim filed by a shareholder based on ownership of stock;
[provided]{.underline}, [however]{.underline}, that an objection with
respect to a claim filed by a shareholder for damages shall be deemed a
substantive Objection;

\(vi\) A claim without any supporting documents attached thereto;
[provided]{.underline}, [however]{.underline}, that if a claim has
attached to it any supporting documents regardless of content, then the
Objection shall be deemed substantive;

\(vii\) A claim that is objectionable under 11 U.S.C. § 502(e)(1); and

\(viii\) Incorrect classification of a claim; provided, however, that an
Objection based on incorrect classification of a claim (A) is separately
filed, (B) provides in its title (or otherwise conspicuously states)
that substantive rights may be affected by this Objection and by any
further Objection that may be filed and (C) otherwise complies with
these Local Rules.

\(e\) [General Requirements for Objections]{.underline}.

\(i\) [Objection]{.underline}. Each Objection shall conform to the
following requirements:

\(A\) Each Objection shall be filed as either substantive or
non-substantive, but not both. A particular claim may be subject to both
a substantive and a non-substantive objection;

\(B\) The title of the Objection shall clearly state whether the
objection is on substantive or non-substantive grounds;

\(C\) Objections shall be numbered consecutively regardless of basis,
i.e., 1st Omnibus (books and records), 2nd Omnibus (duplicate claims);
not 1st Omnibus (books and records), 1st Omnibus (duplicate claims);

\(D\) Exhibit(s) of claims to which the Objection relates, which
exhibit(s) shall be consistent with Local Rule 3007-1(e)(iii), must be
attached to the Objection; and

\(E\) The Objection shall also contain a statement by the objector or
the objector's counsel that the Objection complies with this Local Rule.

\(ii\) [Affidavit or Declaration.]{.underline} If an affidavit or
declaration is filed in support of the Objection, it shall state that
the information contained in the exhibit is true and correct to the best
of the objector's knowledge and belief.

\(iii\) [Exhibits.]{.underline}

\(A\) Each exhibit attached to an Objection shall include, at a minimum,
the information identified in the following table, with such information
entered in the respective boxes as appropriate:

+----------------+----------------+----------------+-------------------+
| \(1\)          | \(2\)          | \(3\)          | \(4\) Reason for\ |
|                |                |                | Disallowance      |
| Name of        | Claim Number   | Claim Amount   |                   |
| Claimant       |                |                |                   |
+----------------+----------------+----------------+-------------------+
|                |                |                |                   |
+----------------+----------------+----------------+-------------------+
|                |                |                |                   |
+----------------+----------------+----------------+-------------------+

\(B\) Each exhibit shall contain only those claims to which there is one
common basis for objection (e.g., exhibit A duplicate claims; exhibit B
amended or superseded claims).

\(C\) A claim for which there are two or more bases for objection (e.g.,
a claim that is both duplicative and late filed) shall be referenced on
each applicable exhibit.

\(D\) Each exhibit shall have the claims listed alphabetically by the
last name of the claimant (in the case of an individual) or the name of
the entity (in the case of a corporation, partnership, limited liability
company, etc.).

\(E\) If an Objection seeks to reduce the amount of a claim, a column
shall be added between columns (3) & (4) titled "Modified Claim Amount"
and column (4) shall be changed from "Reason for Disallowance" to
"Reason for Modification."

+-----------+-----------+-----------+--------------+------------------+
| \(1\)     | \(2\)     | \(3\)     | **\          | \(4\)            |
|           |           |           | Modified     |                  |
| Name of   | Claim     | Claim     | Claim        | Reason for       |
| Claimant  | Number    | Amount    | Amount**     |                  |
|           |           |           |              | **Modification** |
+-----------+-----------+-----------+--------------+------------------+
|           |           |           |              |                  |
+-----------+-----------+-----------+--------------+------------------+
|           |           |           |              |                  |
+-----------+-----------+-----------+--------------+------------------+

\(F\) If an Objection seeks to change the classification of a claim, two
columns shall be added between columns (3) & (4) titled "Claim
Classification Status" and "Modified Classification Status" and column
(4) shall be changed from "Reason for Disallowance" to "Reason for
Reclassification."

+---------+--------+--------+------------+------------+--------------+
| \(1\)   | \(2\)  | \(3\)  | **Claim\   | **         | \(4\)        |
|         |        |        | Clas       | Modified** |              |
| Name of | Claim  | Claim  | sification |            | Reason for   |
| C       | Number | Amount | Status**   | **Classi   |              |
| laimant |        |        |            | fication** | **Reclas     |
|         |        |        |            |            | sification** |
|         |        |        |            | **Status** |              |
+---------+--------+--------+------------+------------+--------------+
|         |        |        |            |            |              |
+---------+--------+--------+------------+------------+--------------+
|         |        |        |            |            |              |
+---------+--------+--------+------------+------------+--------------+

\(G\) If an Objection seeks to change the priority of a claim, two
columns shall be added between columns (3) & (4) titled "Claim Priority
Status" and "Modified Priority Status" and column (4) shall be changed
from "Reason for Disallowance" to "Reason for Modification."

+----------+---------+---------+----------+-----------+---------------+
| \(1\)    | \(2\)   | \(3\)   | *        | *         | \(4\)         |
|          |         |         | *Claim** | *Modified |               |
| Name of  | Claim   | Claim   |          | P         | Reason for    |
| Claimant | Number  | Amount  | **Pr     | riority** |               |
|          |         |         | iority** |           | **M           |
|          |         |         |          | *         | odification** |
|          |         |         | **       | *Status** |               |
|          |         |         | Status** |           |               |
+----------+---------+---------+----------+-----------+---------------+
|          |         |         |          |           |               |
+----------+---------+---------+----------+-----------+---------------+
|          |         |         |          |           |               |
+----------+---------+---------+----------+-----------+---------------+

\(H\) If an Objection seeks to expunge amended or duplicate claims, the
title of column (2) shall be changed from "Claim Number" to "Remaining
Claim Number" and a column shall be added between columns (2) & (3)
titled "Duplicate or Amended Claim to be Expunged."

+-----------+--------------+---------------+-----------+-------------+
| \(1\)     | \(2\)        | **Duplicate   | \(3\)     | \(4\)       |
|           |              | or Amended    |           |             |
| Name of   | *            | Claim to be   | Claim     | Reason for  |
| Claimant  | *Remaining** | Expunged**    | Amount    |             |
|           | Claim Number |               |           | D           |
|           |              |               |           | isallowance |
+-----------+--------------+---------------+-----------+-------------+
|           |              |               |           |             |
+-----------+--------------+---------------+-----------+-------------+
|           |              |               |           |             |
+-----------+--------------+---------------+-----------+-------------+

\(I\) If an Objection seeks to expunge late filed claim, a column shall
be added between columns (1) & (2) titled "Date Claim Filed."

+-----------+-------------+---------------+------------+-------------+
| \(1\)     | **\         | \(2\)         | \(3\)      | \(4\)       |
|           | Date        |               |            |             |
| Name of   | Claim**     | Claim Number  | Claim      | Reason for  |
| Claimant  |             |               | Amount     |             |
|           | **Filed**   |               |            | D           |
|           |             |               |            | isallowance |
+-----------+-------------+---------------+------------+-------------+
|           |             |               |            |             |
+-----------+-------------+---------------+------------+-------------+
|           |             |               |            |             |
+-----------+-------------+---------------+------------+-------------+

\(J\) Where the Objection is based on substantive grounds, the exhibit
must include a claim-specific declaration in the column titled "Reason
for Disallowance" giving sufficient detail as to why the claim should be
disallowed. The following are examples of "sufficient detail" necessary
to sustain an objection on a substantive basis:

\(1\) If the claim is against a non-debtor entity, then the non-debtor
entity must be identified;

\(2\) If the claim has been paid or satisfied prepetition (not
postpetition), then the check number and the date the check was issued
must be identified (an objection to a claim on the basis that the claim
has been paid or satisfied postpetition is not a valid objection);

\(3\) If the claim includes a postpetition claim, then the date the
postpetition claim arose must be identified; and

\(4\) If the Objection is based on the debtor's lack of any books and
records relating to the claim, then the objector must state, by
affidavit or declaration, that the objector has made reasonable efforts
to research the claim on the debtor's books and records.

\(iv\) [Proofs of Claim.]{.underline} If the Objection is
non-substantive, then copies of the proofs of claim need not be provided
to the Court, except that proofs of claim relating to an Objection based
on Local Rule 3007-1(d)(vi) (i.e., a claim without any supporting
documents) shall be provided to the Court as set forth in Local Rule
3007-1(e)(iv)(A)--(C). When the Objection is substantive, a copy of the
proofs of claim and all supporting documentation shall be provided to
the Court as follows:

\(A\) Proofs of claim shall be in a binder and separated by tabs;

\(B\) Proofs of claim shall be in the order as listed in the exhibit(s),
with additional tabs indicating to which exhibit the claims relate; and

\(C\) At least two (2) weeks before the hearing on the Objection, a
Notice of Submission of Proofs of Claim is to be filed and delivered to
the respective Judge's chambers with copies of the claims (with all
attachments) along with the Objection to those claims. The Notice of
Submission of Proofs of Claim stating that the claims have been
delivered to chambers and that copies can be requested from objector's
counsel shall be served upon all parties requesting notice under Fed. R.
Bankr. P. 2002.

\(v\) [Notice of Objection to Claim Holder]{.underline}. Each claim
holder whose rights are affected by an Objection shall receive a "Notice
of Objection to Claim" that shall conform to Local Form 113 or a copy of
the Objection.

\(f\) [Requirements Relating to Substantive Objections.]{.underline}

\(i\) Each Objection that is based on substantive grounds shall contain
no more than 150 claims, unless the Court orders otherwise.

\(ii\) No more than two substantive Objections may be filed each
calendar month, unless the Court orders otherwise.

\(iii\) An Objection based on substantive grounds shall include all
objections to each claim on substantive grounds. Under Fed. R. Bankr. P.
7015, an Objection can be amended; provided, however, that if an
Objection to a particular claim is based upon insufficient documentation
and is deemed substantive by virtue of Local Rule 3007-1(d)(vi), and the
claimant filed a response to the Objection and provided additional
documentation or other information, then the Objection (solely as it
relates to the claimant's additional documentation or other information)
may be amended without written consent or leave of Court.

\(iv\) The Court will not consider any substantive Objection to personal
injury or wrongful death claims that would be in violation of 28 U.S.C.
§ 157(b)(2)(B).

\(g\) [Pro Se]{.underline}. Any claimant may participate pro se (and
telephonically) at a hearing on an Objection to his or her claim by
following the telephonic appearance procedures located on the Court's
website.

\(h\) [Hearings on Objections]{.underline}. Hearings on objections may
ordinarily be held on the regularly scheduled omnibus hearing dates in
chapter 11 cases, consistent with these Local Rules. When the Court
determines that the hearing on a particular claim Objection will require
substantial time for the presentation of argument and/or evidence, then
the Court, in its discretion, may reschedule the hearing on that claim
for a different hearing date and time. The parties may also request that
a separate hearing on an Objection(s) based on substantive grounds be
separately scheduled for a date and time convenient to the Court and the
parties.

# Exhibit III-5. Sample Order on Omnibus Objections to Claims

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF MARYLAND\
at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

In re: ) Case No.

> ) (Chapter 11)

)

)

> Debtor )

)

ORDER FOR COMPLEX CHAPTER 11 BANKRUPTCY CASE

This bankruptcy case was filed on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. A Request for Designation as
Complex Chapter 11 Case was filed. After review of the initial pleadings
filed in this case, the Court concludes that this appears to be a
Complex Chapter 11 Case and issues this scheduling order, subject to
rescission, revision, or modification as provided below:

\*\*\*

10\. **[Procedures for Omnibus Objection to Claims:]{.underline}** Where
the Debtor (or other party in interest) files an Omnibus Objection to
Claims, the following procedures will apply:

a\. The Objection shall include an alphabetical list of creditors whose
claims are objected to together with a cross-reference to the claim
number of each such claim. If the objection to a claim is based on more
than one ground, the alphabetical list shall include a cross-reference
to the location of each ground within the omnibus objection.

b\. If the Objection is on a non-substantive basis that is clearly
apparent from the claims docket (e.g., duplicate claims, amended or
suspended claims, late-filed claims), copies of the proofs of claim need
not be provided to the Court.

c\. Where the Objection is that the proof of claim does not contain any
invoices or other documents supporting the claim, a declaration to that
effect (together with a hard copy of the proof of claim) shall be filed
with the Court at the time the Objection is filed.

d\. Without leave of court, no omnibus objection to claims is permitted
on substantive grounds. A separate objection to each claim is required.

e\. At least 48 hours before the hearing on an Objection based on
substantive grounds, a Notice of Submission of Copies of Proofs of Claim
is to be filed stating that copies of the claims together with any
attachments have been delivered to chambers and that copies can be
requested from the Debtor's counsel.

f\. Any claimant may request to participate telephonically in a hearing
on an Objection to proofs of claim by calling the courtroom deputy at
least 24 hours prior to the scheduled hearing time. If more than one
party is appearing, the Debtor's counsel shall conference all interested
parties and place on call to the Court.

g\. Where a hearing on an Objection to a claim will involve substantial
time, the Court may schedule it for a separate hearing date.

# Exhibit III-6. Sample Order Establishing a Procedure for Resolution of Contested Claims

IN THE UNITED STATES BANKRUPTCY COURT\
FOR THE DISTRICT OF COLORADO

In re )

) Case No.

)

)

Debtors )

Order Establishing Procedure for the Resolution of Contested Claims

The Debtors herein have filed their objections to the claims of certain
of the creditors and given notice of their objections to the creditors.
Many of the creditors have objected to the proposed resolution of their
claims and have requested hearings thereon. In order to expedite the
process and to enable the parties to seek, in an orderly fashion, to
resolve their disputes, it is hereby

ORDERED that the Debtors shall serve upon each creditor whose claim has
been contested and who has requested a hearing thereon a copy of this
order; and it is

FURTHER ORDERED that each such creditor shall, within twenty (20) days
after service of this order on the creditor, explain to the Debtors by
filing a written statement with Debtors' counsel the reason for
asserting the claim that has been filed in these proceedings, which
explanation must include any records or documents which support the
claimant's position; and it is

FURTHER ORDERED that failure to respond to this order will result in the
claimant's claim being allowed only in the amount proposed by the
Debtors; and it is

FURTHER ORDERED that the Debtors and the Claimants must engage in at
least one attempt to resolve their differences before any such disputed
claim may be set for hearing with this Court; and it is

FURTHER ORDERED that the Debtors and any claimant may request a hearing
only on certification to the Court that they were unable to resolve the
disputed claim pursuant to their settlement discussions. Such
certification will further include an estimate of the amount of time
necessary to hear the claim matter.

Dated: By the Court:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Charles E. Matheson, Chief Judge

# Exhibit III-7. Sample Order Regarding Estimation of Claims Through Summary Trial

**United States Bankruptcy Court, E.D. Missouri,**

**Eastern Division.**

**In re APEX OIL COMPANY, et al., Debtors.**

**In re UNITED STATES of America**

**DEPARTMENT OF ENERGY, Claimant.**

**Bankruptcy Nos. 87-03804-BSS, 87-03818-BSS, and 87-03805-BSS.**

**October 3, 1988.**

Pursuant to *Rule 16 of the Federal Rules of Civil Procedure*, as
incorporated by Bankruptcy Rule 7016, and *11 U.S.C. § 502*(c), the
Court hereby orders that the following summary trial procedures shall
apply for estimation of the above cited Claims:

Pretrial Procedures

I. Stipulation

1\. The Claimant and Objectors shall meet, identify and stipulate in
writing to the primary components of the Claims.

2\. Components listed shall be identified by Roman Numerals.

3\. This list shall be filed with the Court on or before October 14,
1988.

4\. If the parties are unable to agree upon all of the components
comprising the Claims, they shall file with the Court and serve upon the
Examiner such stipulated list of components which have been agreed upon.
Additionally each party and the Examiner shall file with the Court a
concise list of components they believe should be included as comprising
the Claims. Each party and the Examiner shall simultaneously file with
the Court a memorandum in support of their respective lists, which shall
not exceed two (2) pages (including exhibits) per proposed component.
The memorandum in entirety (including the list and exhibits) may not
exceed ten (10) pages. All lists and memoranda under this paragraph
shall be filed with the Court on or before October 19, 1988.

II\. Statement of Claim

5\. Claimant shall identify with particularity all the elements of each
component, in a numbered list. This list shall be filed with the Court
and served upon opposing counsel and the Examiner no later than October
28, 1988.

6\. Each element of Claimant's list should refer to the specific
regulations upon which the element is based.

III\. Objections

7\. The Objectors shall jointly file a Response to the Claimant's list
by either admitting or denying each element. With respect to each
denial, the Objectors shall state the reason for such denial. The
Objectors shall also admit or deny the applicability of the specified
regulation. This Response is to be filed with the Court and served on
opposing counsel and the Examiner no later than November 9, 1988.

8\. Any element of Claimant's list not specifically objected to shall be
deemed admitted for purposes of this estimation proceeding.

IV\. Discovery

9\. All parties shall be permitted to utilize full discovery procedures
pursuant to *Rules 27-37 of the Federal Rules of Civil Procedure*,
except that the total number of interrogatories propounded to each party
shall be limited to twenty (20) pursuant to Rule 8(A) of the United
States District Court Rules for the Eastern District of Missouri.

10\. On or before November 16, 1988, all parties shall file with the
Court a list of witnesses to be called to testify at the estimation
trial. All persons identified as witnesses shall attend the trial
regardless of whether he or she is called to testify by the offering
party.

11\. No witnesses other than those listed may testify at the estimation
trial.

12\. On or before December 14, 1988, all parties shall file with the
Court and serve on opposing counsel their proposed findings of fact and
proposed conclusions of law. Each shall be listed under the component of
the Claims to which it applies.

13\. On or before December 14, 1988, each party shall file with the
Court and serve upon opposing counsel and the Examiner a trial brief,
not to exceed 30 pages in length (including exhibits).

14\. On December 14, 1988, each party shall file with the Court a
written list of the components comprising the claim (see paragraphs 1
and 4 above). Each party shall assign to each component a value which
they believe represents the allowed amount of such component, plus
interest, if any, which may have accrued.

15\. Any objections to discovery (e.g., interrogatories, requests, etc.)
shall be made within five (5) business days of receipt of such discovery
requests and parties will be available for expedited hearings to resolve
such objections.

V. Examiner

16\. The Examiner shall receive and monitor all written discovery and
attend all depositions and meetings between the parties. The Examiner
shall also attend the estimation trial.

17\. The Examiner is charged with facilitating compliance with this
Order within the context of his role as mediator. He shall continue his
efforts to encourage settlement of this matter.

Trial Procedures

VI\. Trial Structure

18\. The estimation trial shall commence on December 21, 1988.

19\. Claimant shall have a total of six (6) hours to present its case to
the Court. The Objectors (collectively) shall have a total of six (6)
hours to present their case to the Court.

20\. The oral presentation shall be organized in the manner of a typical
trial:

A. Each party shall make an opening statement and then present their
respective case-in-chief in accordance with paragraph 21 below.

B. The attorneys may identify available witnesses, comment on any
evidence and quote directly from depositions, interrogatories, requests
for admissions, documentary evidence, and sworn statements of potential
witnesses (hereinafter "Attorney Presentation"). However, witnesses'
testimony or documentary evidence may not be referred to unless the
reference is based upon one of the products of the various discovery
procedures or upon a written sworn statement of the witnesses if such
witness is in the Courtroom.

C. Each party may present testimony through witnesses.

D. Objections to Attorney Presentations will be received based upon
counsel going beyond the limits of propriety in presenting statements as
to evidence of argument thereon. All evidence presented or described by
counsel shall be admissible if it has any tendency to make the existence
of any fact that is of consequence to the determination of the action
more probable or less probable than it would be without evidence, except
that counsel may not introduce evidence if its probative value is
substantially outweighed by the danger of undue prejudice or confusion
of the issues.

21\. The parties are free to divide their allotted time among the above
segments as they see fit, but in no event shall the total time allotted
to each party exceed six (6) hours.

22\. Each party will have 45 minutes additional time within which to
make any concluding remarks.

23\. Each party must be represented at trial by an individual with full
settlement authority and a thorough knowledge of the case. This
individual must be present throughout the estimation trial. This
requirement can be waived only by order of the Court and upon a showing
of extraordinary circumstances.

24\. Objectors shall number their trial exhibits with Arabic numbers.
Claimants shall number their exhibits with letters. Joint exhibits shall
be marked in Roman numerals. The parties shall exchange copies of their
binders (identified in paragraph 25 below) and shall provide the Court
with three (3) copies of each set, on or before December 14, 1988.

25\. All exhibits shall be organized in the following manner:

A. All evidence supporting a component shall be bound together in a
binder and identified by a Roman numeral corresponding to the Roman
numeral assigned to that component under paragraph two (2) above.

B. Each binder shall be organized by the element of each component. Each
binder shall contain an index listing the evidence therein and listing
the proposed findings of fact and conclusions of law which each exhibit
supports. Binders shall be filed with the Court on or before December
14, 1988.

C. Each binder shall contain a brief statement, not to exceed five (5)
pages, summarizing the evidence therein.

D. Claimant's binders shall be under red cover.

E. Objectors' binders shall be under blue cover.

F. Portions of exhibits extrinsic to the element of a component shall be
eliminated from the binder (e.g., only that portion of an affidavit,
deposition or document supporting an element may be included in the
binder).

26\. Any pleading submitted shall bear the style as set forth on page
one of this Order.

27\. The Court reserves the right to order specific supplemental
procedures, modification of these procedures or other relief for
particular claims upon written motion of any party involved in the
hearing of such claims.

# Exhibit IV-1. Sample Confirmation Trial Scheduling Order

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF CALIFORNIA

In re ) Bankruptcy Case

) No. 01 -30923 SFM

PACIFIC GAS AND ELECTRIC )

COMPANY, a California Corporation, ) Chapter 11

)

Debtor. )

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_)

CONFIRMATION TRIAL SCHEDULING ORDER

This order governs the trials on confirmation of two separate plans of
reorganization filed in the bankruptcy case of Pacific Gas & Electric
Company ("PG&E"). The court shall first conduct trial on the plan of
reorganization (the "CPUC Plan") filed by the California Public
Utilities Commission ("CPUC"). The Official Committee of Unsecured
Creditors (the "Committee") has joined as a proponent of the CPUC Plan.
The CPUC and Committee are collectively referred to as the "CPUC Plan
Proponents." The court will thereafter proceed to trial on the
confirmation of the plan of reorganization ("PG&E Plan"), filed by PG&E
and its co-proponent, PG&E Corporation (collectively with PG&E, the
"PG&E Plan Proponents"). The PG&E Plan Proponents and the CPUC Plan
proponents are collectively referred to as "Proponents." Certain persons
or entities---other than the Proponents---timely filed and served
objections to the PG&E Plan or the CPUC Plan or both (the "Objectors").
The Proponents, the Objectors and the United States Trustees are
collectively referred to herein as the "Parties," or a "Party." It is

ORDERED:

I. DATES AND TIMES OF TRIALS

1\. Trial on confirmation of the CPUC Plan ("CPUC Trial") shall commence
on November 18, 2002, at 9:30 a.m., at the United States Bankruptcy
Court, 235 Pine Street, Twenty-Second Floor, San Francisco, CA 94104.
The trial on confirmation of the PG&E Plan ("PG&E Trial") shall follow
the CPUC Trial (although some objections common to both plans may be
tried during the PG&E Trial).[^6] The CPUC Trial and the PG&E Trial
shall collectively be referred to as the "Trial."

Tentatively the CPUC Trial shall be completed by December 5, and the
PG&E Trial shall start on December 16. The four trial days of December
9--12 shall be held available in case the court permits the CPUC Trial
to run longer, or directs the PG&E Trial to start earlier.

2\. Unless otherwise ordered, the court will conduct the Trial from 9:30
a.m. through 12:30 p.m. and 1:30 p.m. through 4:30 p.m. (with
fifteen-minute breaks in the morning and afternoon). If necessary, the
times may be adjusted to facilitate completion of testimony of
witnesses. The court will conduct trial on the following dates in
2002:[^7]

• Monday, November 18 through Friday, November 22

• Monday, November 25 and Tuesday, November 26

• Monday, December 2 through Thursday, December 5

• Monday, December 9 through Thursday, December 12

• Monday, December 16 through Friday, December 20 (excluding the
afternoon of Thursday, December 19)

II\. PROPOSED FINDINGS OF FACT

3\. All proposed findings and counter-findings shall be simple,
declarative, non-argumentative, and consecutively numbered; supported by
citations to or identification of the witnesses, declarations, documents
or other evidence which shall support that finding; categorized by issue
or elements of proof (i.e., facts supporting conclusion that a
particular plan is feasible, that a particular plan has been filed in
good faith, etc.); captioned to identify the party submitting them, the
appropriate plan, and the date of the submission (e.g., "Proposed
Counter-Findings of Fact (PG&E Plan-CCSF-12-9-02)"); served on all
Proponents and Objectors; filed in a hard copy form; and e-mailed
(preferably, but optionally, in WordPerfect format) with the title
"Proposed Findings" to \[judge's law clerk, email address\].

The CPUC Trial

4\. On or before November 1, 2002, the CPUC Plan Proponents shall file
and serve proposed findings of fact in support of their case in chief.
The CPUC Plan Proponents shall, based on their good-faith belief,
identify each proposed finding as disputed or undisputed.

5\. On or before November 8, 2002, the PG&E Plan Proponents shall file
and serve counter-findings. Unless the PG&E Plan Proponents specifically
dispute a finding labeled as "undisputed" by the CPUC Plan Proponents,
that finding will be deemed undisputed. The PG&E Plan Proponents should
propose any findings that may be contrary to or in addition to those
proposed by the CPUC Plan Proponents.

6\. On or before November 15, 2002, the Objectors shall file and serve
counter-findings. An Objector should not propose counter-findings if the
PG&E Plan Proponents have already disputed a CPUC finding and proposed a
counter-finding supported by evidence acceptable to the Objector. Unless
the objectors specifically dispute a finding that is (1) labeled as
"undisputed" by the CPUC Plan Proponents and (2) not opposed by the PG&E
Plan Proponents, that finding will be deemed uncontested.

The PG&E Trial

7\. On or before November 20, 2002, the PG&E Plan Proponents shall file
and serve proposed findings of fact in support of their case-in-chief.
Other than the deadline described therein, the PG&E Plan Proponents
should comply with paragraph 4 above.

8\. On or before December 4, 2002, the CPUC Plan Proponents shall file
and serve counter-findings. Other than the deadline described therein,
the CPUC Plan Proponents should comply with paragraph 5 above.

9\. On or before December 11, 2002, the objectors shall file and serve
counter-findings. Other than the deadline described therein, objectors
should comply with paragraph 6.

III\. TRIAL BRIEFS

10\. Proponents' trial briefs in support of their own plans shall not
exceed 45 pages; their responsive briefs shall not exceed 25 pages;
Objectors' trial briefs shall not exceed 15 pages and shall not repeat
legal arguments made by the Proponents in their briefs. Objectors may
incorporate and join Proponents' arguments in a footnote. The page
limitation may be adjusted for any Party only upon the receipt of prior
permission from this court.

11\. With respect to the CPUC Trial, the CPUC Plan Proponents shall file
and serve their trial brief in support of their case-in-chief on or
before November 1, 2002; the PG&E Plan Proponents shall file and serve
any responsive trial brief on or before November 8, 2002; and the
objectors shall file and serve their respective trial briefs on or
before November 15, 2002.

12\. With respect to the PG&E Trial, the PG&E Plan Proponents shall file
and serve their trial brief in support of their case-in-chief on or
before November 20, 2002; the CPUC Plan Proponents shall file and serve
any responsive trial brief on or before December 4, 2002; and the
Objectors shall file and serve their respective trial briefs on or
before December 11, 2002.

IV\. SUPPLEMENTAL OBJECTIONS

13\. Within two weeks of the date of this order, objectors and the
Proponents may file and serve supplemental bullet-point objections to
the PG&E Plan, the CPUC Plan or both. These supplemental objections
should succinctly identify grounds for denying confirmation that were
not available prior to the previous deadline for filing objections.

V. EXPERT DECLARATIONS

14\. Direct expert testimony shall be presented by declarations. To
cross-examine any of the expert declarants, a Party shall notify the
Party who has filed the expert declaration, in which case the declarant
will be required to attend the Trial. Any Party who requests the right
to cross-examine and then does not do so will be expected to reimburse
the opposing Party no less than the expenses incurred in producing the
declarant at the Trial, unless another Party has cross-examined the
witness as well. If no cross-examination is requested, the declaration
and testimony will be deemed submitted and the declarant will not be
required to appear at trial. If cross-examination is requested, live
testimony shall begin with a cross-examination by the opposing Party or
Parties, followed by re-direct examination by the Party offering the
witness.[^8]

15\. With respect to the CPUC Trial, the CPUC Proponents, the PG&E
Proponents and the Objectors shall file and serve experts' declarations
no later than November 1, 2002. Any Party wishing to cross-examine a
declarant must notify the Party offering the declarant no later than
November 8, 2002.

16\. With respect to the PG&E Trial, the PG&E Proponents, the CPUC
Proponents and the objectors shall file and serve experts' declarations
no later than November 13, 2002. Any Party wishing to cross-examine a
declarant must notify the Party offering the declarant no later than
November 20, 2002.

VI\. EXCHANGE OF WITNESS LISTS

17\. By the deadlines set forth in paragraph 18, all Parties shall serve
and file their list of trial witnesses, excluding those to be called
purely for rebuttal or impeachment. The presence of a witness' name on
the witness list is to alert the court and the other side that the
witness [may]{.underline} be called. It does not mean that a particular
person [will]{.underline} be called. Accordingly, each Party is
responsible for ensuring the attendance of [every witness]{.underline}
the Party intends to call, whether or not named by the other side.
Except in exceptional circumstances, and absent consent by the other
side, a Party will not be allowed to call a witness not named on that
Party's witness list. Counsel will be expected to advise the court
during the Trial about those witnesses they expect to call in the
following days.

18\. With respect to the CPUC Trial, all Parties shall serve their list
of trial witnesses no later than November 1, 2002. With respect to the
PG&E Trial, all Parties shall serve their list of witnesses no later
than November 27, 2002.

VII\. EXCHANGE OF EXHIBITS AND EXHIBIT LISTS

19\. Exhibit Lists: With respect to the CPUC Trial, all parties shall
file and serve by November 1, 2002, their lists identifying exhibits
they intend to introduce or use at trial, excluding exhibits to be
presented for impeachment or rebuttal purposes. With respect to the PG&E
Trial, all parties shall file and serve by November 27, 2002, their
lists identifying exhibits they intend to introduce or use at trial,
excluding exhibits to be presented for impeachment or rebuttal purposes.

20\. Exhibits: By the deadlines set forth in paragraphs 23 and 24, all
Parties shall make available their exhibits to Proponents, the
Committee, and any Objector who requests in writing copies of the trial
exhibits. The exhibits shall be exchanged in the form and format in
which they will be used at trial, unless the Parties agree otherwise.
All Parties shall provide to the court---but not file---two hard-copy
sets of binders, tabbed and with numbered pages, containing the
documentary exhibits to be introduced.[^9] All exhibits shall be
numbered, preceded by an easily identifiable abbreviation for each
Party. For example, the PG&E Proponents should identify their exhibits
as "PG&E #." Any paper(s) in the court's file of which a Party intends
the court to take judicial notice must be copied and included as an
exhibit(s). All declarations and supporting reports shall be pre-marked
as exhibits.

21\. In the event a Party objects to another Party's exhibit, the
Parties must meet and confer before Trial to attempt to reach agreement
regarding admissibility. The court expects the Parties to make good
faith efforts to resolve all evidentiary issues. By the deadlines set
forth in paragraphs 23 and 24 below, the Parties should file and serve
any objections they may have with respect to admission of another
Party's evidence or with respect to another Party's witness. Objections
to evidence not raised in this form, other than objections under Fed. R.
Evid. 402 and 403, shall be waived.

22\. At the commencement of Trial, the Parties shall be prepared to
stipulate into evidence all exhibits that are admissible for at least
one purpose. Bona-fide objections may be reserved, with the issue of
admissibility deferred until the exhibit is offered into evidence.

23\. CPUC Trial: With respect to the CPUC Trial, the Parties shall
exchange their exhibits no later than November 1, 2002. No later than
November 15, all Parties should provide the court with the binders
described in paragraph 20. Any Party objecting to any exhibits should
file and serve such objections by November 8, 2002 (in accordance with
the procedures described in paragraph 21) and the Party offering the
exhibit should file a response by November 15, 2002.

24\. PG&E Trial: With respect to the PG&E Trial, the Parties shall
exchange their exhibits no later than November 27, 2002. No later than
December 6, 2002, all Parties should provide the court with the binders
described in paragraph 20. Any Party objecting to any exhibits should
file and serve such objections by December 4, 2002 (in accordance with
the procedures described in paragraph 21) and the Party offering the
exhibit should file a response by December 11, 2002.

VIII\. CROSS-EXAMINATION BY OBJECTORS

25\. The court expects counsel for Objectors to confer and coordinate
their cross-examination to minimize duplication and maximize efficiency.

IX\. TRIAL OBJECTIONS

26\. Any objections during trial as to the admissibility of exhibits or
regarding the questioning of a witness will be deemed joined by all
other opposing Parties, unless an opposing Party specifically opts out
of that objection.

X. COURT SECURITY

27\. All persons (counsel, witnesses and others) who intend to appear at
court must show some type of governmental identification with picture to
the marshals before going through security. Any person without such
identification will not be allowed to go to the courtroom.

XI\. PARTICIPATION BY TELEPHONE

28\. Parties may monitor the Trial by telephone in the same manner as
they have throughout this case, but they will not be permitted to
examine witnesses by telephone.

Dated: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2002

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

UNITED STATES BANKRUPTCY JUDGE

**Exhibit IV-2. Sample Order on Final Fee Application Procedures**

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW HAMPSHIRE

) Chapter 11

In re ) Case No.

)

> ) [Hearing]{.underline}
>
> ) Date: May 25, 1990

) Time: 9:30 a.m.

Debtor )

Order Setting Final Fee Procedures

This Court held a hearing on May 25, 1990, on its Order Setting Hearing
on Post Confirmation Procedures, entered May 7, 1990, on various issues,
including procedures for filing, hearing, and determining motions for
allowance of final compensation. Based on the Order, on the Joint
Statement of \[debtor's name\], the Unsecured Creditors Committee and
the Equity Committee, which \[acquiring company's name\] supported, on
the hearing, on the record in this case, and good cause appearing, it is

ORDERED:

1\. The procedures set forth in this Order supersede paragraph 44 of the
Order Confirming Third Amended Joint Plan of Reorganization.

2\. For the purposes of the procedures established under this Order,
parties and professionals who intend to seek payment by the estate of
final compensation for services rendered in or in connection with this
Chapter 11 case or reimbursement of costs or expenses (including
attorneys' fees) incurred in or in connection with this Chapter 11 case
("final compensation") shall be divided into three categories:

a\. **Nonreorganization Professionals:** All professionals employed at
the expense of the estate, including those previously designated by this
Court as "nonreorganization counsel," accountants, the Examiner, his
counsel, and his financial analyst, and including specifically the law
firms of \[names\], and entities (other than those included in the next
two subparagraphs) who wish to have included as part of an allowed claim
any such compensation or reimbursement, are hereby defined as
"nonreorganization professionals" for present purposes;

b\. **Nonestate Professionals:** Indenture trustees for any issue of
outstanding securities of \[debtor's name\], the agents for \[name\] and
\[name\] and all professionals retained or employed by them, are hereby
defined as "nonestate professionals" for present purposes; and

c\. **Reorganization Professionals:** Reorganization professionals whose
employment has been authorized by court order at the expense of the
estate (excluding any listed above) under sections 330(a) and 503(b)(2)
of the Bankruptcy Code, or whose compensation is based upon a claim
under either section 503(b)(3) or (4) of the Bankruptcy Code on account
of a substantial contribution to the case or on a provision of the Third
Amended Joint Plan or the Rate Agreement, including specifically:

i\. the following professionals employed by \[debtor's name\]: \[names\]
(for both its financial advisory services and its merger and acquisition
services); by the Creditors Committee: \[names\]; and by the Equity
Committee: \[names\];

ii\. \[creditors' names\];

iii\. the State of New Hampshire; are hereby defined as "reorganization
professionals" for present purposes.

Nonreorganization and Nonestate Professionals

3\. All nonreorganization professionals and all nonestate professionals
who intend to seek payment by the estate of final compensation shall
file a motion for allowance of final compensation, or, if appropriate, a
request for payment of final compensation as an administrative expense,
for all services rendered or costs or expenses incurred through April
30, 1990, on or before Friday, June 22, 1990, in the form and manner
required by the Bankruptcy Rules.

4\. All motions or requests filed under paragraph 3 of this order shall
be served on the Full List, except that copies of billing detail
attached to the motion or request need be served only on the United
States Trustee, \[debtor's name\], counsel for \[acquiring company's
name\], counsel for the Creditors Committee, and counsel for the Equity
Committee and made available upon request to all other parties.

Nonreorganization Professionals

5\. Any response, objection, or opposition to a request under paragraph
3 of this Order by a nonreorganization professional for final
compensation shall be filed with this Court and served on the Short List
and on the party requesting the compensation or reimbursement on or
before Tuesday, July 31, 1990. Any reply by the requesting party shall
be filed with this Court and served on the Short List and on the
objecting party on or before Tuesday, August 21, 1990.

6\. A hearing shall be held at 9:30 a.m. on Friday, August 24, 1990. At
that time, this Court will hear any requests filed under paragraph 2 of
this Order by a nonreorganization professional to which no objection is
made or as to which the objection does not involve a substantial
question of law or fact and will fix a hearing schedule for any such
objection that does involve a substantial question of law or fact.

7\. The orders of this Court regarding interim compensation procedures
shall no longer apply to nonreorganization professionals for any
services rendered or costs incurred after April 30, 1990. Any
nonreorganization professional employed at the expense of the estate
(other than the Examiner, his counsel, or his financial analyst) who
renders services or incurs costs or expenses after April 30, 1990, may
request payment from \[debtor's name\] in the ordinary course of
business, without either prior or subsequent application to or approval
of this Court, but payment for any such services rendered or costs or
expenses incurred before the Effective Date of the Plan is subject to
the continuing jurisdiction of this Court and may be reviewed, either
before or after payment, upon an appropriate noticed motion.

Nonestate Professionals

8\. Any response, objection, or opposition to a request under paragraph
3 of this Order by a nonestate professional for final compensation shall
be filed with this Court and served on the Short List and on the party
requesting the compensation or reimbursement on or before Friday, August
17, 1990. This Court will hear and consider at 9:30 a.m., on Friday,
August 24, 1990, any request to which no objection has been made and
will determine a date in late September, calendar permitting, for a
hearing on any request to which an objection has been made. Any reply by
the requesting party need not be filed immediately but shall be filed
with this Court and served on the Short List and on the objecting party
at least 10 days before the date set after the August 24th hearing for
the hearing on the objection.

9\. Any indenture trustee who renders services or incurs costs or
expenses (including attorneys' fees) after April 30, 1990, may bill
\[debtor\] and \[debtor\] may pay any such bill, in the ordinary course
of business, without either prior or subsequent application to or
approval by this Court, but payment for any such services rendered or
costs or expenses incurred before the Effective Date of the Plan remains
subject to the continuing jurisdiction of this Court and may be
reviewed, either before or after payment, upon an appropriate noticed
motion.

Reorganization Professionals

10\. On or before June 22, 1990, reorganization professionals shall give
\[acquiring company\]'s counsel in writing a nonbinding estimate, for
\[acquiring company\]'s use for cash planning purposes, of any final
compensation in addition to payments already received that the
professional intends to seek for services rendered or costs or expenses
incurred through April 30, 1990. Copies of the estimate shall be sent to
\[debtor\] (c/o \[name\], Assistant Treasurer) and to counsel for the
Creditors Committee and the Equity Committee but shall not be filed with
the Court.

11\. This Court will hear and consider at 9:30 a.m., on Friday, August
24, 1990, the question of an appropriate time for the filing and hearing
of motions for final compensation of reorganization professionals in
light of when the Effective Date of the Plan is then expected to occur.

12\. Pending the filing of motions for final compensation for
reorganization professionals, all orders of this Court regarding interim
compensation shall continue to apply to reorganization professionals, as
defined in this Order.

DONE and ORDERED at Manchester, New Hampshire this 1^st^ day of June,
1990.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

BANKRUPTCY JUDGE

Debtor to serve Full List

[^1]: ?. Unless otherwise defined herein, capitalized terms used herein
    shall have the meanings ascribed to them in the Application.

[^2]: ?. Unless otherwise defined herein, each capitalized term shall
    have the meaning ascribed to it in the Case Management Motion.

[^3]: ?. The Debtors are the following entities: ASA Holdings, Inc.;
    Comair Holdings, LLC; Comair, Inc.; Comair Services, Inc.; Crown
    Rooms, Inc.; DAL Aircraft Trading, Inc.; DAL Global Services, LLC;
    DAL, Moscow, Inc.; Delta AirElite Business Jets, Inc.; Delta Air
    Lines, Inc.; Delta Benefits Management, Inc.; Delta Connection
    Academy, Inc.; Delta Corporate Identity, Inc.; Delta Loyalty
    Management Services, LLC; Delta Technology, LLC; Delta Ventures III,
    LLC; Epsilon Trading, Inc.; Kappa Capital Management, Inc.; and
    Song, LLC.

[^4]: ?. In the event solicitation has not been completed prior to the
    petition date, an alternative first day motion should be submitted
    consistent with sections 2(a)(i) and 2(c).

[^5]: ?. For purposes of this Discovery Protocol, the PG&E Plan
    Proponents shall be considered one Party.

[^6]: ?. With respect to such common objections, the Objectors shall
    follow the rules applicable to the PG&E Plan as it the CPUC Plan
    were being tried concurrently with the PG&E Plan instead of before
    the PG&E Plan, and the common objections, evidence, filings, and
    positions of the Objectors with respect to the PG&E Plan shall
    automatically apply equally to the CPUC Plan. Objectors with such
    common objections and the Proponents shall meet and confer in order
    to make arrangements necessary to avoid duplication of trial on
    common issues. This court will separately resolve any disagreements
    between such Objectors and the Proponents, if necessary, on
    application by any of them after such meet and confer extorts.

[^7]: 2 2. The court will add dates for 2003 by subsequent order after
    conferring with counsel during the Trial.

[^8]: 3 3. A Party may also submit written declarations of its fact
    witnesses in lieu of live direct testimony, as long as the Party
    complies with the procedures and deadlines set forth in paragraphs
    14--16; provided, however, declarations of fact witnesses for the
    CPUC Trial must be filed and served no later than October 21, 2002.

[^9]: 4 4. Parties who intend to present exhibits electronically or
    digitally at trial are encouraged, but not required, to provide the
    court with three sets of compact discs with electronic versions of
    the documents. Parties are encouraged to consult with counsel for
    the PG&E Proponents to coordinate formats (e.g., TIFF or PDF) and to
    facilitate compatibility and use of courtroom technology.