Exhibit
10.1


 


BAKER & McKENZIE


101 West Broadway, Twelfth Floor


San Diego, CA  92101


Telephone: (619) 236-1441


Ali M.M. Mojdehi (AM-5408)


 


BAKER & McKENZIE


805 Third Avenue

New York, NY  10022


Telephone:
(212) 751-5700


Ira A.
Reid (IR-0113)


 


Attorneys for Debtor and Debtor in Possession


 


UNITED
STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK


 


	
  In re

  	
  Chapter 11

  
	
   

  	
   

  
	
  UPC Polska, Inc.,

  	
  Case No. 03-14358 (BRL)

  
	
   

  	
   

  	
   

  
	
   

  	
  Debtor.

  	
   

  
				



 


STIPULATION
AND ORDER WITH RESPECT

TO CONSENSUAL PLAN OF REORGANIZATION


 


UPC Polska, Inc.
(the “Debtor”); UPC Telecom B.V., UPC Operations B.V., Belmarken Holding B.V.,
and UPC Polska Finance, Inc. (collectively, the “UPC Parties”) (the Debtor and
UPC Polska Finance, Inc. are collectively referred to herein as the “Plan
Proponents”); Deutsche Bank, GoldenTree Asset Management, Morgan Stanley
Investment Management, and Strong Capital Management, Inc. (each a
“Participating Noteholder” and collectively, the “Participating Noteholders”);
and the Official Committee of Unsecured Creditors (the “Committee”) (the
Debtor, the UPC Parties, the Participating Noteholders and the Committee are
collectively referred to herein as the “Parties”), by and through their
respective attorneys of record, hereby


 

















 


enter
this Stipulation and Order With Respect To Consensual Plan of Reorganization
(“Stipulation”).


 


WHEREAS, in order
to effectuate a pre-negotiated restructuring of its capital structure, on
July 7, 2003, the Debtor commenced this reorganization case under Chapter
11 of Title 11 of the United States Code and shortly thereafter filed a plan of
reorganization based upon a Restructuring Agreement(1) entered into by, among
others, the Debtor, the UPC Parties and the Participating Noteholders (as
defined in the Restructuring Agreement) pre-petition;


 


WHEREAS, in
connection with its analysis of the Debtor’s plan of reorganization and in
accordance with the Committee’s view of its fiduciary duties (including those
duties contemplated by Section 8.6 of 
the Restructuring Agreement), the Committee, whose members include the
Participating Noteholders, has, among other things, requested and received
voluminous documents from the Debtor, had its financial advisors, Chanin
Capital Partners, travel to Poland to review documents and meet with the
Debtor’s management, has requested and held an in-person meeting with the
Debtor’s management in New York and has requested and held numerous meetings
with the financial advisor for the Debtor, the financial advisor for UPC
Telecom B.V. and counsel for the UPC Parties;


 


WHEREAS, the
Committee expressed objections to the Debtor’s plan of reorganization related
to issues of recharacterization, equitable subordination and valuation, among
others, and has filed an Expedited Motion for an Order Authorizing the
Committee to Commence an Action of Behalf of the Debtor’s Estate in an effort
to pursue claims of recharacterization and equitable subordination;


 












(1)  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the First Amended
Disclosure Statement with Respect to First Amended Chapter 11 Plan of
Reorganization Jointly Proposed by UPC Polska, Inc. and UPC Polska Finance,
Inc. (the “Disclosure Statement”).


 


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WHEREAS, the Bankruptcy
Court entered an order directing mediation in order to facilitate the
negotiation of a consensual plan of reorganization;


 


WHEREAS, the
Parties and the Other Participating Noteholders (as defined below), with the
assistance of their respective professionals and the mediator, have considered,
mediated and compromised on all issues of dispute among the Parties and as a
result thereof have agreed to a consensual plan of reorganization which
embodies a resolution of all issues among the Parties;


 


WHEREAS, as a
result of the agreement, the Plan Proponents have agreed to amend the current
plan of reorganization to provide for additional consideration to third party
creditors as set forth in this Stipulation and the Second Amended Plan (as
defined below);


 


WHEREAS, as a
result of the compromise, the Parties have agreed that it is appropriate or
beneficial to the estate and to the creditors to settle all objections and
claims including, without limitation, claims based on recharacterization,
equitable subordination and valuation, objections to classification and
releases under the Second Amended Plan (as defined below), and objections to
the Claims of any of the Participating Noteholders and any other of the
“Participating Noteholders” (as defined in the Restructuring Agreement) that
have voted in favor of the Second Amended Plan (the “Other Participating
Noteholders”, and collectively with the Participating Noteholders party hereto,
the “New Participating Noteholders”), among others;


 


WHEREAS, the
Parties agree that the overall compromise and settlement reflected herein
provides numerous present and future benefits including avoidance of complex
and costly litigation among the Parties;


 


WHEREAS, the
Parties agree that the overall compromise and settlement reflected herein is
the product of arm’s length bargaining; and


 


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WHEREAS, the
Parties agree that the overall compromise and settlement reflected herein is
fair and equitable and in the best interests of the estate.


 


NOW, THEREFORE,
the Parties do hereby stipulate and agree as follows:


 


1.                                       Second
Amended Plan.  The First Amended
Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc. and UPC
Polska Finance, Inc. is hereby amended in the form attached hereto as Exhibit
“A” (as amended, the “Second Amended Plan”(2)).(3)  The Plan Proponents shall file the Second Amended Plan in the
Bankruptcy Court upon execution of this Stipulation by all Parties.


 


2.                                       Voting.


 


(a)                                  The
Committee has held an official meeting to consider the Second Amended Plan, and
at such meeting, has voted in favor of supporting the Second Amended Plan.  Each of the Participating Noteholders has
timely voted all of its claims in favor of the Second Amended Plan, has
tendered its vote to the mediator, has agreed that the mediator may release its
vote in favor of the Second Amended Plan to the Debtor and has otherwise taken
or will take all steps necessary or appropriate to cast its vote in favor of
the Second Amended Plan.  Both the Committee
and each of the Participating Noteholders waive any right they may have to
change, modify, condition, revoke or withdraw such vote or seek to change,
modify, condition, revoke or withdraw such vote, subject to the provisions of
paragraph 6 hereto.


 












(2)  The definition of the Second Amended Plan
shall include any subsequent plan so long as such subsequent plan does not
reduce the amount of consideration nor is materially adverse to the holders of
Allowed Claims in Class 3 or Class 5 from what is provided in the Second
Amended Plan.


(3)  One of the amendments to the Second Amended
Plan is substantially in the following form: 
“Class 3 treatment shall provide for consideration of $80,000,000.00
cash; the issuance of New UPC Polska Notes in the principal amount of U.S.
$100,000,000.00; and the issuance by UnitedGlobalCom, Inc. (“UGC”), an indirect
parent of the Debtor, of a number of shares of common stock of UGC in an amount
worth U.S. $14,500,000.00 based on the closing price of UGC common stock as reported
on NASDAQ on December 15, 2003 which are being purchased by UPC Telecom or
otherwise obtained by UPC Telecom on terms acceptable to UGC and UPC Telecom,
and contributed by UPC Telecom to the Debtor.”


 


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(b)                                 The
Parties agree that the voting by Classes 3 and 5 to approve the Second Amended
Plan, in the required amount and number, is a condition precedent to the
effectiveness of this Stipulation.  The
Participating Noteholders represent and warrant that they have validly voted
all their claims as beneficial owners of the UPC Polska Notes in favor of the
Second Amended Plan, and that to the best of their knowledge, such votes are
not subject to otherwise being designated.


 


3.                                       Support.


 


(a)                                  The
Committee and the Participating Noteholders shall fully and unconditionally
support the Second Amended Plan and confirmation and consummation of the Second
Amended Plan and shall take any reasonable action necessary or helpful to
confirm or consummate the Second Amended Plan. 
The Committee shall, and shall cause its advisors to, provide (i)
reasonable assistance to the Plan Proponents in support of confirmation and
consummation of the Second Amended Plan, and (ii) no assistance, except as
required by law, in opposition to confirmation or consummation of the Second
Amended Plan or in support of confirmation or consummation of any other plan,
and shall take all appropriate actions in the Bankruptcy Court with respect to
the foregoing.


 


(b)                                 The
Committee and the Participating Noteholders agree not to support, encourage,
offer or propose, directly or indirectly, any financial restructuring of the
Debtor other than as set forth in the Second Amended Plan and not to take any
action inconsistent with this Stipulation.


 


4.                                       Termination
of the Restructuring Agreement.  The
parties to the Restructuring Agreement hereby terminate the Restructuring
Agreement.  No provision of the
Restructuring Agreement shall have any further force and effect, other than
those sections of the Restructuring


 


5

















 


Agreement which survive its termination pursuant to
the express terms of Section 9.2 of the Restructuring Agreement and the
representations set forth in Sections 7.4 and 7.5 of the Restructuring
Agreement as they apply to the Other Participating Noteholders (as defined
herein).


 


5.                                       Effective
Date.  Subject to paragraph 6
hereto, this Stipulation will become effective upon execution by the Debtor,
the UPC Parties, the Committee and the Participating Noteholders, but shall be
null and void ab initio in the event the Second Amended Plan is not accepted by
Class 3 votes in an amount and number sufficient to approve the Second Amended
Plan under applicable law.


 


6.                                       Confirmation
as Condition Subsequent. 
Confirmation and consummation of the Second Amended Plan are conditions
subsequent to the effectiveness of this Stipulation.  In the event the Second Amended Plan is not confirmed prior to
March 15, 2004, or consummated prior to July 15, 2004, this Stipulation
shall be deemed null and void ab initio,
including, without limitation, paragraphs 4 and 17 hereof, and the Parties
shall be returned to and maintain their respective rights and obligations as
they existed prior to the execution of this Stipulation.


 


7.                                       9019
Motion to Approve Stipulation.  The
Parties shall seek approval by the Bankruptcy Court of the settlement and
compromise contained in this Stipulation by filing a motion seeking approval
under Bankruptcy Rule 9019 to be heard contemporaneously with Plan
confirmation.  In the event the
Stipulation is not approved, this Stipulation shall be deemed null and void ab initio, including, without limitation,
paragraphs 4 and 17 hereof, and the Parties shall be returned to and maintain
their respective rights and obligations as they existed prior to the execution
of this Stipulation.


 


6

















 


8.                                       Motion
to Commence Action.  The Debtor and
the UPC Parties consent to the Committee’s standing to pursue and compromise
the claims asserted pursuant to the Expedited Motion for an Order Authorizing
the Committee to Commence an Action of Behalf of the Debtor’s Estate, which
claims the Committee hereby agrees to compromise and settle based on the
overall consideration set forth in the Second Amended Plan and the compromise
set forth in this Stipulation, and the Committee hereby agrees to and approves
the compromise and all of the releases provided in the Second Amended Plan.


 


9.                                       Section 1125.  The Committee and the Participating
Noteholders stipulate and agree that the amendment reflected in the Second
Amended Plan is an amendment pursuant to 11 U.S.C. § 1127, which does not
require any changes to the Disclosure Statement and that the Plan Proponents
have complied with 11 U.S.C. § 1125.


 


10.                                 Section 1121.  The exclusivity period during which the
Debtor may solicit acceptances of the Second Amended Plan, or any subsequent
plan, pursuant to 11 U.S.C. § 1121 is extended up to and including
April 5, 2004.


 


11.                                 Compromise
and Settlement.  As a result of and
as part of the overall settlement and compromise contained herein and in the
Second Amended Plan, the Committee, the UPC Parties, and the Plan Proponents
agree, subject to paragraphs 5 and 6 hereto, that:


 


(a)                                  the
recovery provided under the Second Amended Plan enables creditors in Class 3
and Class 5 to receive greater recoveries than they would receive under a
Chapter 7 liquidation;


 


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(b)                                 the
treatment of Class 5 under the Second Amended Plan is the equivalent pro rata
share of the consideration to be paid to Class 3(4);


 


(c)                                  the
Second Amended Plan does not discriminate unfairly, and is fair and equitable,
with respect to Class 3 and Class 5;


 


(d)                                 the
Telecom Owned UPC Polska Notes, the Belmarken Notes, the Telecom Pari Passu
Notes, the Affiliate Indebtedness, and the Telecom Junior Notes shall not be
challenged, including on the grounds that they are not legal and valid debts of
the Debtor or are subject to recharacterization or equitable subordination or
subject to challenge under any other claim at law or in equity;


 


(e)                                  there
is a reasonable basis for the classification structure set forth in the Second
Amended Plan which places claims or interests in a class which contains other
substantially similar claims or interests;


 


(f)                                    the
releases set forth in the Second Amended Plan are appropriate, lawful, provided
in exchange for adequate consideration, and are enforceable;


 


(g)                                 the
Second Amended Plan reflects an overall compromise, settlement, and resolution
of any and all claims and is supported by adequate consideration;


 


(h)                                 the
overall compromise and settlement reflected in the Second Amended Plan avoids
the prospect of complex and costly litigation among the Parties;


 


(i)                                     the
overall compromise and settlement reflected in the Second Amended Plan is the
product of arm’s length bargaining;


 


(j)                                     the
Second Amended Plan satisfies each of the tests of 11 U.S.C. §1129 and is
confirmable;


 












(4)  Although under the Second Amended Plan all
creditors in Class 5 are to receive this distribution, the HBO Parties’ Proofs
of Claims are being treated pursuant to a separate settlement agreement which
provides, in essence, a cap of $6 million for the total of any distributions to
the HBO Parties under the Second Amended Plan.


 


8

















 


(k)                                  the
Second Amended Plan is fair and equitable and in the best interests of the
estate;


 


(l)                                     the
Telecom Junior Notes can be irrevocably cancelled at any time at the sole
discretion of the UPC Parties; and


 


(m)                               the
provisions of the Second Amended Plan constitute a good faith compromise and
settlement of any and all causes of action or disputes that could have been
brought by any of the Parties against any other Party.


 


12.                                 Information.  The Committee and its representatives have
received adequate information, including, without limitation, information
pertaining to the UGC Common Stock to be provided as consideration under the
Second Amended Plan, and have conducted sufficient due diligence in order to
understand the consequences of and support the Second Amended Plan.


 


13.                                 Release
of Claims.  Each of the Parties
agrees not to sue, file any cause of action, bring any proceeding, submit any
request for arbitration, or threaten to do any of the foregoing against any
other Party, subject to the terms of and only to the extent set forth in the
Second Amended Plan.


 


14.                                 Cooperation.  The Parties agree to cooperate fully with
each other and to undertake all appropriate action reasonably necessary or
helpful to implement the purposes of this Stipulation.  The Parties agree to execute any such
further or additional documents as may be reasonable, convenient, necessary or
desirable to carry out the provisions of this Stipulation.


 


15.                                 Representations
and Warranties of the Parties.  Each
Party represents and warrants (in the case of the Debtor subject to all
requisite court approval) to each other Party that:


 


9

















 


(a)                                  it
has full power and authority to execute and deliver this Stipulation, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby;


 


(b)                                 the
execution, delivery and performance of this Stipulation by such Party has been
duly authorized by all requisite action of such Party and no other action on
the part of such Party is necessary. 
This Stipulation has been duly executed and delivered by such Party and
is a valid and binding obligation of such Party enforceable against such Party
in accordance with its terms.  The
execution and delivery of this Stipulation does not, and the consummation of
the transactions contemplated hereby will not:


 


i.                                          violate
or conflict with or result in any breach of any provision of the Articles of
Association or other charter, bylaws or operating agreement, partnership
agreement or other organizational documents of such Party;


 


ii.                                       require
any consent or approval from any governmental authority; or


 


iii.                                    materially
violate any of the terms, conditions or provisions of any law, judgment or
agreement to which such Party or any of its assets is subject or bound.


 


16.                                 Representations
and Warranties of the Participating Noteholders.  Each Participating Noteholder represents and warrants to the
Debtor and the UPC Parties as follows:


 


(a)                                  Such
Participating Noteholder is the lawful beneficial owner of the UPC Polska Notes
and other claims against, or interests in, the Debtor set forth on
Schedule 7.4 to the Restructuring Agreement, free and clear of all liens,
encumbrances and adverse claims, and such Participating Noteholder has no
claims or interests, contingent or otherwise, against the Debtor other than the
claims and interests which have been validly voted in favor of the Second
Amended Plan pursuant to paragraph 2 hereto.


 


(b)                                 Such
Participating Noteholder, by virtue of such Participating Noteholder’s
expertise, the advice available to such Participating Noteholder, and its
previous investment experience, has extensive knowledge and experience in
financial and business


 


10

















 


matters, investments, securities and private
placements and the capability to evaluate the merits and risks of this
Stipulation, the restructuring of the Debtor and the consideration and
transactions contemplated hereby and thereby.


 


(c)                                  Such
Participating Noteholder is entering into this Stipulation, the restructuring
of the Debtor (including, without limitation, the acquisition of the New Polska
Notes and UGC Common Stock (as defined in the Second Amended Plan) and the
transactions contemplated hereby and thereby for such Participating
Noteholder’s own account and such Participating Noteholder intends to acquire
any New UPC Polska Notes and UGC Common Stock issued or acquired in connection
with the Restructuring for investment purposes only and not with a view to, or
the intention of, distributing any such notes or stock in violation of the
Securities Act or any other applicable securities laws of the United States or
any political subdivision thereof, and any such securities will not be disposed
of in contravention of the Securities Act or any other applicable securities
laws of the United States or any political subdivision thereof.


 


(d)                                 Such
Participating Noteholder is able to bear the economic risk of the transactions
contemplated by this Stipulation, the restructuring of the Debtor and the
transactions contemplated hereby and thereby (including, without limitation,
the complete loss of such investment) for an indefinite period of time.


 


(e)                                  Such
Participating Noteholder has had an opportunity to ask questions and receive
answers concerning the business and affairs of the Debtor and certain of its
affiliates and such other matters concerning its current investment in the
Debtor and the distributions contemplated by or under the Second Amended Plan,
the restructuring of the Debtor and the transactions contemplated hereby and
thereby and has had full access to such other information


 


11

















 


concerning the Debtor, the Plan Proponents, UGC, the
restructuring of the Debtor and the transactions contemplated hereby and
thereby as such Participating Noteholder has requested.


 


(f)                                    Such
Participating Noteholder is a “qualified institutional buyer”, as such term is
defined pursuant to Rule 144A(a) promulgated under the Securities Act, or, if
not such a “qualified institutional buyer”, such Participating Noteholder is an
“accredited investor” as such term is defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D, promulgated under the Securities Act.


 


17.                                 Entire
Agreement.  This Stipulation sets
forth the entire agreement and understanding between the Parties relating to
the subject matter thereof and supercedes and replaces any and all prior
agreements and understandings among them including without limitation the
Restructuring Agreement which shall survive only as set forth in paragraph 4
herein.  This Stipulation may only be
amended in writing signed by the Debtor, the UPC Parties, the Committee and the
Participating Noteholders.


 


18.                                 Governing
Law and Jurisdiction.  This
Stipulation is governed and controlled by New York State law without regard to
New York State principles of conflict of laws and is subject to the
jurisdiction of the Bankruptcy Court to enter such orders as may be necessary
or appropriate to implement or consummate the provisions of this Stipulation
and to resolve any and all controversies or disputes which may arise in
connection with consummation, interpretation or enforcement of this
Stipulation.


 


19.                                 Headings.  Paragraph headings are used only as
convenient references and do not affect this Stipulation’s meaning.


 


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20.                                 Execution.  This Stipulation is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto.  This Stipulation may be
executed in counterparts, each of which shall be deemed an original.  The Parties acknowledge that:


 


(a)                                  They
have read this Stipulation;


 


(b)                                 They
have made such investigation of the facts and been provided such information
pertaining to this settlement and Stipulation, and of all the matters
pertaining to it, as they deem necessary;


 


(c)                                  They
understand the terms and consequences of this Stipulation and of the releases
contained in the Second Amended Plan;


 


(d)                                 They
are fully aware of the legal and binding effect of this Stipulation;


 


(e)                                  This
Stipulation may be submitted as evidence in support of confirmation of the
Second Amended Plan at the Confirmation Hearing; and


 


(f)                                    This
Stipulation shall be deemed drafted by all Parties hereto, and, as such, no
provision hereof or ambiguity herein shall be construed against any Party on
the basis that such Party or its advisor drafted, prepared or suggested such
provision or that such provision contains a covenant, representation or
warranty of such Party.


 


13

















 


	
  Dated:  December 17,
  2003

  	
   

  	
   

  	
   

  
	
   

  	
  BAKER &
  McKENZIE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ALI M.
  M. MOJDEHI

  	
   

  
	
   

  	
   

  	
  Ali M. M.
  Mojdehi

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attorneys for the
  Debtor and Debtor in Possession

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  WHITE &
  CASE LLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ HOWARD
  S. BELTZER

  	
   

  
	
   

  	
   

  	
  Howard S.
  Beltzer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attorneys for UPC
  Telecom B.V.,

  UPC Operations B.V., Belmarken Holding B.V.,

  and UPC Polska Finance, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  FRIED, FRANK, HARRIS,
  SHRIVER

    & JACOBSON

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ MATTHEW GLUCK

  	
   

  
	
   

  	
   

  	
  Matthew
  Gluck

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attorneys for the
  Official Committee of

  Unsecured Creditors

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Deutsche
  Bank

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAIME
  VIESER

  	
   

  
	
   

  	
   

  	
  Jaime Vieser

  	
   

  
	
   

  	
   

  	
  Managing
  Director

  	
   

  



 


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  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to Alpha US Sub Fund II LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to The Broad Foundation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to Brown & Williamson Tobacco Master

  Retirement Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to DB Structured Products, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to Eli Broad

  	
   

  



 


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  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to GoldenTree High Yield Value Master

  Fund, LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to GoldenTree High Yield Master Fund,

  Ltd.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to GoldenTree High Yield Master Fund II,

  Ltd.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to GKW Unified Holdings LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  



 


16

















 


	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to Municipal Fire and Police Retirement

  System of Iowa

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to GoldenTree High Yield Opportunities I,

  LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to GoldenTree High Yield Opportunities II,

  LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree Asset Management, LP as Investment

  Adviser to Safety National Casualty Corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio
  Manager

  	
   

  



 


17

















 


	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree
  Asset Management, LP as Investment

  Adviser to University of Chicago

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN
  SHAPIRO

  	
   

  
	
   

  	
   

  	
  Steven
  Shapiro

  	
   

  
	
   

  	
   

  	
  Portfolio
  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Morgan
  Stanley Investment Management

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GORDON
  W. LOORY

  	
   

  
	
   

  	
   

  	
  Gordon W.
  Loory

  	
   

  
	
   

  	
   

  	
  Executive
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Strong
  Corporate Bond Fund (2/09 Maturity)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GILBERT
  L. SOUTHWELL, III

  	
   

  
	
   

  	
   

  	
  Gilbert L.
  Southwell, III

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Strong High
  Yield CBO II by Strong Capital

  Management Inc. as Collateral Manager (7/08

  Maturity)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GILBERT
  L. SOUTHWELL, III

  	
   

  
	
   

  	
   

  	
  Gilbert L.
  Southwell, III

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Strong High
  Yield Bond Fund (7/08 Maturity)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GILBERT
  L. SOUTHWELL, III

  	
   

  
	
   

  	
   

  	
  Gilbert L.
  Southwell, III

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  



 


18

















 


	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Strong
  Advisor Bond Fund (2/09 Maturity)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GILBERT
  L. SOUTHWELL, III

  	
   

  
	
   

  	
   

  	
  Gilbert L.
  Southwell, III

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Strong
  Advisor Strategic Income Fund (7/08 Maturity)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GILBERT
  L. SOUTHWELL, III

  	
   

  
	
   

  	
   

  	
  Gilbert L.
  Southwell, III

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPATING
  NOTEHOLDER

  	
   

  
	
  Dated:  December 17, 2003

  	
   

  	
   

  	
   

  
	
   

  	
  Strong High
  Yield Bond Fund (2/09 Maturity)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GILBERT
  L. SOUTHWELL, III

  	
   

  
	
   

  	
   

  	
  Gilbert L.
  Southwell, III

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IT IS SO ORDERED.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  New York, New York

  	
   

  	
   

  	
   

  
	
   

  	
  December        ,
  2003

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED STATES
  BANKRUPTCY JUDGE

  	
   

  



 


19

















 


EXHIBIT
“A”


 


Second
Amended Plan


 


20