# 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")[^1] of Delta Air Lines Inc., and those of its subsidiaries that
are debtors and debtors in possession in these proceedings
(collectively, the "Debtors"),[^2] 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

[^1]: ?. Unless otherwise defined herein, each capitalized term shall
    have the meaning ascribed to it in the Case Management Motion.

[^2]: ?. 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.