Worldcom Disburse-First Motion.pdf - UCLA-LoPucki Bankruptcy ...

WEIL, GOTSHAL & MANGES LLP
Attorneys for Debtors and Debtors In Possession
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Marcia L. Goldstein, Esq. (MG 2606)
Lori R. Fife, Esq. (LF 2839)
Alfredo R. Perez, Esq.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
WORLDCOM, INC., et al., : 02-______ ( )
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
MOTION OF THE DEBTORS PURSUANT TO SECTIONS 105(a)
AND 331 OF THE BANKRUPTCY CODE TO ESTABLISH
PROCEDURES FOR INTERIM MONTHLY COMPENSATION
AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS
TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:
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WorldCom, Inc. and certain of its direct and indirect subsidiaries, as
debtors and debtors in possession (collectively, “WorldCom” or the “Debtors”),
respectfully represent:
Background
1. On the date hereof (the “Commencement Date”), WorldCom, Inc.
and substantially all of its direct and indirect domestic subsidiaries commenced cases
under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The

Debtors continue to operate their businesses and manage their properties as debtors in
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
2. WorldCom, Inc., one of the Debtors in the above captioned cases,
together with approximately 200 direct and indirect domestic subsidiaries and 200 non-
debtor foreign affiliates (collectively, the “Company”), is one of the world’s preeminent
global communications companies that provides a broad range of communication
services in over 200 countries on six continents. Through its core communications
services business, which includes voice, data, Internet and international services, the
Company carries more data over its networks than any other entity. The Company’s
business operations are divided into two distinct segments, the WorldCom Group and the
MCI Group.
The WorldCom Group
3. The WorldCom Group operates one of the most expansive, wholly-
owned communications networks comprising approximately 70,000 route miles of
network connections linking metropolitan centers and various regions across North
America, Europe, the Middle East, Africa, Latin America, Australia and Asia. Providing
integrated data, Internet and commercial voice communications services over its seamless
networks, the WorldCom Group is the leading global data, Internet and network services
provider measured by revenues and traffic carried. The WorldCom Group businesses
provide commercial and international services as follows:
• Data services such as frame relay, asynchronous transfer mode and
Internet protocol networks which provide a full spectrum of public and
private network options for any data transmission requirement;
• Internet related services, including:
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always-on connections to the Internet, which includes digital
subscriber lines and dedicated access, and dial-up access;
secure communication over the Internet allowing a business to link
various sites and employees, which is referred to as a virtual
private network; and
web site management and web-enabled products which provide
customers with the hardware, software and monitoring for their
web sites;
• the design, implementation and ongoing management of a customer’s
communications systems;
• commercial voice services; and
• international communication services.
4. In addition, the Company is a provider of network services for
critical applications for the United States Government. These applications include the
provision of communications services in support of customer service to 80 million Social
Security beneficiaries, air traffic control applications for the Federal Aviation
Administration, network management for the Department of Defense, and critical data
network services for the United States Postal Service. The Company also provides long
distance voice and data communications services for the House of Representatives, the
Senate, the General Accounting Office and virtually every other government agency.
The MCI Group
5. The MCI Group, the second largest carrier of consumer and small
business long distance telecommunications services in the United States, provides a broad
range of retail and wholesale communications services, including long distance voice and
data communications, consumer local voice communications, wireless messaging and
voice services, private line services and dial-up Internet access services. The MCI
Group’s retail businesses, provided to consumers and small businesses in the United
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States, include basic long distance service, dial around, collect calling, operator
assistance, local telephone services and calling card services (including prepaid calling
cards) and toll-free or services to approximately 20 million residential and small business
customers and more than 470 carriers and other resellers. The MCI Group’s wholesale
businesses include wholesale voice and data services provided to carrier customers and
other resellers, and dial-up Internet access services.
6. For the year ended December 31, 2001, WorldCom recorded
revenue of more than $30 billion. 1 As of March 31, 2002, WorldCom’s books and
records reflected assets totaling approximately $107 billion and liabilities totaling
approximately $41 billion. As of June 30, 2002, WorldCom employed more than 63,900
individuals, of which approximately 57,700 were full-time employees and approximately
6,200 were part-time employees. Approximately 425 employees of WorldCom are
represented by organized labor unions.
Jurisdiction
7. This Court has jurisdiction to consider this matter pursuant to 28
U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b).
Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.
Cause Exists to Establish Procedures for Interim Monthly
Compensation and Reimbursement of Expenses of Professionals
8. The Debtors seek authorization pursuant to sections 105(a) and
331 of the Bankruptcy Code, to establish an orderly, regular process for allowance and
1 The amounts in this paragraph are stated on a consolidated basis, including Debtors and
non-debtor domestic subsidiaries only. WorldCom, Inc. has announced its intention to
restate the financial statements for 2001 and the first quarter of 2002.
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payment of compensation and reimbursement for attorneys and other professionals whose
services are authorized by this Court pursuant to sections 327, 328 or 1103 of the
Bankruptcy Code and who will be required to file applications for allowance of
compensation and reimbursement of expenses pursuant to sections 330 and 331 of the
Bankruptcy Code. In addition, the Debtors seek entry of an order establishing a
procedure for reimbursement of reasonable out-of-pocket expenses incurred by members
of any statutory committees appointed in these cases.
Retention of Professionals
9. Contemporaneously herewith the Debtors are seeking authority to
employ Weil, Gotshal & Manges LLP and certain other law firms and advisors to
represent them in these chapter 11 cases. The Debtors may need to retain other
professionals in connection with the continued prosecution of the chapter 11 cases. 2 A
statutory committee of unsecured creditors (the “Creditors’ Committee”) will be
appointed in these cases, and will likely retain counsel, and possibly other professionals,
to represent it.
2 Other professionals may be retained pursuant to the Debtors Motion for Authorization
Pursuant to Sections 105(a), 327, 328, and 330 of the Bankruptcy Code Authorizing
Debtors to Employ Professionals Utilized in the Ordinary Course of Business (the
“Ordinary Course Professionals Motion”). Such professionals will not need to file
individual retention applications and will be paid in full without interim or final fee
applications, but subject to monthly caps. Any ordinary course professional seeking
payment of fees and disbursements exceeding the monthly cap will be required to file
interim and final fee applications.
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Proposed Compensation & Reimbursement Procedures
10. Pursuant to section 331 of the Bankruptcy Code 3 , all professionals
are entitled to submit applications for interim compensation and reimbursement of
expenses every 120 days, or more often if the court permits. In addition, section 105(a)
of the Bankruptcy Code authorizes the court to issue any order “that is necessary or
appropriate to carry out the provisions of [the Bankruptcy Code],” thereby codifying the
bankruptcy court’s inherent equitable powers.
11. The Debtors seek the entry of an order in accordance with the
standing General Order of the Bankruptcy Court for the Southern District of New York,
signed on January 24, 2000 by former Chief Judge Tina L. Brozman (the “Standing
Order”), 4 establishing procedures for monthly compensation and reimbursement of
expenses of professionals, and pursuant to sections 105(a) and 331 of the Bankruptcy
Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure.
12. In conjunction with the Standing Order, the Debtors propose that
the payment of compensation and reimbursement of expenses of professionals be
structured as follows:
3 Section 331 of the Bankruptcy Code provides, in part, as follows:
A trustee, an examiner, a debtor’s attorney, or any
professional person employed under section 327 or 1103 of
this title may apply to the court not more than once every
120 days after an order for relief in a case under this title,
or more often if the court permits, for such compensation
for services rendered before the date of such an application
or reimbursement for expenses incurred before such date as
is provided under section 330 of this title.
11 U.S.C. § 331.
4 Modifications to the Standing Order are marked in bold type.
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(a) On or before the thirtieth (30th) day of each month following the month
for which compensation is sought, each professional seeking
compensation will serve a monthly statement (the “Monthly Statement”),
by hand or overnight delivery, on (i) WorldCom, Inc., 1133 19th Street,
Washington, D.C. 20035 (Attn: Michael Salsbury); (ii) Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn:
Marcia L. Goldstein, Esq.); (iii) attorneys for the Debtors’ prepetition
lenders; (iv) attorneys for the Debtors’ postpetition lenders; (v) attorneys
for any statutory committee appointed in these cases; and (vi) the Office of
the United States Trustee for the Southern District of New York (the “U.S.
Trustee”), 33 Whitehall Street, 21st Floor, New York, New York 10004
(Attn: Carolyn S. Schwartz, Esq.).
(b) The Monthly Statement need not be filed with the Court and a courtesy
copy need not be delivered to chambers since this Motion is not intended
to alter the fee application requirements outlined in sections 330 and 331
of the Bankruptcy Code and since professionals are still required to serve
and file interim and final applications for approval of fees and expenses in
accordance with the relevant provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, and the Local Rules for the
United States Bankruptcy Court, Southern District of New York.
(c) Each Monthly Statement must contain a list of the individuals and their
respective titles (e.g., attorney, accountant, or paralegal) who provided
services during the statement period, their respective billing rates, in the
case of attorneys, their respective years of graduation from law school,
and to the extent applicable, the aggregate hours spent by each individual,
a reasonably detailed breakdown of the disbursements incurred (No
professional should seek reimbursement of an expense which would
otherwise not be allowed pursuant to the Court’s Administrative Orders
dated June 24, 1991 and April 21, 1995 or the United States Trustee
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. § 330 dated
January 30, 1996), and contemporaneously maintained time entries for
each individual in increments of tenths (1/10) of an hour.
(d) Each person receiving a statement will have at least fifteen (15) days after
its receipt to review it and, in the event that he or she has an objection to
the compensation or reimbursement sought in a particular statement, he or
she shall, by no later than the forty-fifth (45th) day following the month
for which compensation is sought, serve upon the professional whose
statement is objected to, and the other persons designated in paragraph (a)
above to receive Monthly Statements, a written “Notice Of Objection To
Fee Statement,” setting forth the nature of the objection and the amount of
fees or expenses at issue.
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(e) At the expiration of the forty-five (45) day period, the Debtors shall
promptly pay eighty percent (80%) of the fees and one hundred percent
(100%) of the expenses identified in each Monthly Statement to which no
objection has been served in accordance with paragraph (d) above.
(f) If the Debtors receive an objection to a particular Monthly Statement, they
shall withhold payment of that portion of the Monthly Statement to which
the objection is directed and promptly pay the remainder of the fees and
disbursements in the percentages set forth in paragraph (e).
(g) Similarly, if the parties to an objection are able to resolve their dispute
following the service of a Notice Of Objection To Fee Statement and if the
party whose Monthly Statement was objected to serves on all of the parties
listed in paragraph (a) a statement indicating that the objection is
withdrawn and describing in detail the terms of the resolution, then the
Debtors shall promptly pay, in accordance with paragraph (e), that portion
of the Monthly Statement which is no longer subject to an objection.
(h) All objections that are not resolved by the parties shall be preserved and
presented to the Court at the next interim or final fee application hearing
to be heard by the Court in accordance with paragraph (j) below.
(i) The service of an objection in accordance with paragraph (d) above shall
not prejudice the objecting party’s right to object to any fee application
made to the Court in accordance with the Bankruptcy Code on any ground
whether raised in the objection or not. Furthermore, the decision by any
party not to object to a Monthly Statement shall not be a waiver of any
kind or prejudice that party’s right to object to any fee application
subsequently made to the Court in accordance with the Bankruptcy Code.
(j) Approximately every 120 days, but no more than every 150 days or such
specific date set by the Court, each of the professionals shall serve and
file with the Court, in accordance with General Order M-182 (which can
be found at www.nysb.uscourts.gov), an application for interim or final
Court approval and allowance, pursuant to sections 330 and 331 of the
Bankruptcy Code (as the case may be) of the compensation and
reimbursement of expenses requested.
(k) Any professional who fails to file an application seeking approval of
compensation and expenses previously paid under this Motion when due
shall (1) be ineligible to receive further monthly payments of fees or
reimbursement of expenses as provided herein until further order of the
Court and (2) may be required to disgorge any fees paid since retention or
the last fee application, whichever is later.
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(l) The pendency of an application or a Court order that payment of
compensation or reimbursement of expenses was improper as to a
particular statement shall not disqualify a professional from the future
payment of compensation or reimbursement of expenses as set forth
above, unless otherwise ordered by the Court.
(m) Neither the payment of, nor the failure to pay, in whole or in part, monthly
compensation and reimbursement as provided herein shall have any effect
on this Court’s interim or final allowance of compensation and
reimbursement of expenses of any professionals.
(n) The attorney for any statutory committee may, in accordance with the
foregoing procedure for monthly compensation and reimbursement of
professionals, collect and submit statements of expenses, with supporting
vouchers, from members of the committee he or she represents; provided,
however, that these reimbursement requests comply with this Court’s
Administrative Orders dated June 24, 1991 and April 21, 1995.
13. The Debtors propose that each professional whose retention has
been approved by the Court may seek, in its first request for compensation and
reimbursement of expenses pursuant to this Motion, compensation for work performed
and reimbursement for expenses incurred during the period beginning on the date of the
professional’s retention and ending on August 31, 2002. The Debtors further propose
that the first 120-day fee application period conclude on November 30, 2002.
14. The proposed procedures will enable the Debtors to closely
monitor the costs of administration, forecast level cash flows, and implement efficient
cash management procedures. Moreover, these procedures will also allow the Court and
the key parties in interest, including the U.S. Trustee, to insure the reasonableness and
necessity of the compensation and reimbursement sought pursuant to such procedures.
15. Based on the foregoing, the Debtors submit the relief requested is
necessary and appropriate, is in the best interests of their estates and creditors, and should
be granted in all respects.
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Memorandum of Law
16. This Motion includes citations to the applicable authorities and
does not raise any novel issues of law. Accordingly, WorldCom respectfully requests
that the Court waive the requirement contained in Rule 9013-1(b) of the Local
Bankruptcy Rules for the Southern District of New York that a separate memorandum of
law be submitted.
Notice
17. No trustee, examiner, or statutory creditors’ committee has been
appointed in the Debtors’ chapter 11 cases. Notice of this Motion has been provided to
(i) the United States Trustee for the Southern District of New York, (ii) the attorneys for
the Debtors’ proposed postpetition lenders, (iii) the attorneys for the lenders party to the
Debtors’ 364-Day Revolving Credit Agreement, dated as of June 8, 2001, (iv) the
attorneys for each of the three informal committees of bondholders, and (v) the holders of
the fifty (50) largest unsecured claims against the Debtors’ estates. In light of the nature
of the relief requested, the Debtors submit that no other or further notice need be
provided.
this or any other Court.
18. No previous motion for the relief sought herein has been made to
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WHEREFORE the Debtors respectfully request entry of an order granting
the relief requested herein and such other or further relief as is just.
Dated: New York, New York
July 21, 2002
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/s/ Marcia L. Goldstein
Marcia L. Goldstein, Esq. (MG 2606)
Lori R. Fife, Esq. (LF 2839)
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
and
Alfredo R. Perez, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana, Suite 1600
Houston, TX 77002
Telephone: (713) 546-5000
Facsimile: (713) 224-9511
Attorneys for Debtors and
Debtors In Possession

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11 Case No.
:
WORLDCOM, INC., et al., : 02- _____ ( )
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x
ORDER PURSUANT TO SECTIONS 105(a) AND 331
OF THE BANKRUPTCY CODE ESTABLISHING
PROCEDURES FOR INTERIM MONTHLY COMPENSATION
AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS
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Upon the Motion dated July 21, 2002 (the “Motion”) of WorldCom, Inc.
and certain of its direct and indirect subsidiaries, as debtors and debtors in possession
(collectively, the “Debtors”), for an order pursuant to sections 105(a) and 331 of title 11
of the United States Code (the “Bankruptcy Code”), establishing procedures for monthly
compensation and reimbursement of expenses of professionals retained by order of this
Court; and upon consideration of the supporting Affidavit of Susan Mayer Pursuant to
Local Bankruptcy Rule 1007-2, sworn to on the 21st day of July, 2002; and the Court
having jurisdiction to consider the Motion and the relief requested therein pursuant to 28
U.S.C. §§ 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court
Judges of the District Court for the Southern District of New York, dated July 19, 1984
(Ward, Acting C.J.); and consideration of the Motion and the relief requested therein
being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before
this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the
Motion having been provided, and it appearing that no other or further notice need be

provided; and the relief requested in the Motion being in the best interests of the Debtors
and their estates and creditors; and the Court having reviewed the Motion and having
heard the statements in support of the relief requested therein at a hearing before the
Court (the “Hearing”); and the Court having determined that the legal and factual bases
set forth in the Motion and at the Hearing establish just cause for the relief granted
herein; and upon all of the proceedings had before the Court and after due deliberation
and sufficient cause appearing therefor, it is
ORDERED that the Motion is granted; and it is further
ORDERED that except as may otherwise be provided in orders of the
Court authorizing the retention of specific professionals, all professionals in these cases
may seek monthly compensation in accordance with the following procedure:
(a) On or before the thirtieth (30th) day of each month following the month
for which compensation is sought, each professional seeking
compensation will serve a monthly statement (the “Monthly Statement”),
by hand or overnight delivery, on (i) WorldCom, Inc., 1133 19th Street,
Washington, D.C. 20035 (Attn: Michael Salsbury); (ii) Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn:
Marcia L. Goldstein, Esq.); (iii) attorneys for the Debtors’ prepetition
lenders; (iv) attorneys for the Debtors’ postpetition lenders; (v) attorneys
for any statutory committee appointed in these cases; and (vi) the Office of
the United States Trustee for the Southern District of New York (the “U.S.
Trustee”), 33 Whitehall Street, 21st Floor, New York, New York 10004
(Attn: Carolyn S. Schwartz, Esq.).
(b) The Monthly Statement need not be filed with the Court and a courtesy
copy need not be delivered to chambers since this Motion is not intended
to alter the fee application requirements outlined in sections 330 and 331
of the Bankruptcy Code and since professionals are still required to serve
and file interim and final applications for approval of fees and expenses in
accordance with the relevant provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, and the Local Rules for the
United States Bankruptcy Court, Southern District of New York.
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(c) Each Monthly Statement must contain a list of the individuals and their
respective titles (e.g., attorney, accountant, or paralegal) who provided
services during the statement period, their respective billing rates, in the
case of attorneys, their respective years of graduation from law school,
and to the extent applicable, the aggregate hours spent by each individual,
a reasonably detailed breakdown of the disbursements incurred (No
professional should seek reimbursement of an expense which would
otherwise not be allowed pursuant to the Court’s Administrative Orders
dated June 24, 1991 and April 21, 1995 or the United States Trustee
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. § 330 dated
January 30, 1996), and contemporaneously maintained time entries for
each individual in increments of tenths (1/10) of an hour.
(d) Each person receiving a statement will have at least fifteen (15) days after
its receipt to review it and, in the event that he or she has an objection to
the compensation or reimbursement sought in a particular statement, he or
she shall, by no later than the forty-fifth (45th) day following the month
for which compensation is sought, serve upon the professional whose
statement is objected to, and the other persons designated in paragraph (a)
above to receive Monthly Statements, a written “Notice Of Objection To
Fee Statement,” setting forth the nature of the objection and the amount of
fees or expenses at issue.
(e) At the expiration of the forty-five (45) day period, the Debtors shall
promptly pay eighty percent (80%) of the fees and one hundred percent
(100%) of the expenses identified in each Monthly Statement to which no
objection has been served in accordance with paragraph (d) above.
(f) If the Debtors receive an objection to a particular Monthly Statement, they
shall withhold payment of that portion of the Monthly Statement to which
the objection is directed and promptly pay the remainder of the fees and
disbursements in the percentages set forth in paragraph (e).
(g) Similarly, if the parties to an objection are able to resolve their dispute
following the service of a Notice Of Objection To Fee Statement and if the
party whose Monthly Statement was objected to serves on all of the parties
listed in paragraph (a) a statement indicating that the objection is
withdrawn and describing in detail the terms of the resolution, then the
Debtors shall promptly pay, in accordance with paragraph (e), that portion
of the Monthly Statement which is no longer subject to an objection.
(h) All objections that are not resolved by the parties shall be preserved and
presented to the Court at the next interim or final fee application hearing
to be heard by the Court in accordance with paragraph (j) below.
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(i) The service of an objection in accordance with paragraph (d) above shall
not prejudice the objecting party’s right to object to any fee application
made to the Court in accordance with the Bankruptcy Code on any ground
whether raised in the objection or not. Furthermore, the decision by any
party not to object to a Monthly Statement shall not be a waiver of any
kind or prejudice that party’s right to object to any fee application
subsequently made to the Court in accordance with the Bankruptcy Code.
(j) Approximately every 120 days, but no more than every 150 days or such
specific date set by the Court, each of the professionals shall serve and file
with the Court, in accordance with General Order M-182 (which can be
found at www.nysb.uscourts.gov), an application for interim or final Court
approval and allowance, pursuant to sections 330 and 331 of the
Bankruptcy Code (as the case may be) of the compensation and
reimbursement of expenses requested.
(k) Any professional who fails to file an application seeking approval of
compensation and expenses previously paid under this Motion when due
shall (1) be ineligible to receive further monthly payments of fees or
reimbursement of expenses as provided herein until further order of the
Court and (2) may be required to disgorge any fees paid since retention or
the last fee application, whichever is later.
(l) The pendency of an application or a Court order that payment of
compensation or reimbursement of expenses was improper as to a
particular statement shall not disqualify a professional from the future
payment of compensation or reimbursement of expenses as set forth
above, unless otherwise ordered by the Court.
(m) Neither the payment of, nor the failure to pay, in whole or in part, monthly
compensation and reimbursement as provided herein shall have any effect
on this Court’s interim or final allowance of compensation and
reimbursement of expenses of any professionals.
(n) The attorney for any statutory committee may, in accordance with the
foregoing procedure for monthly compensation and reimbursement of
professionals, collect and submit statements of expenses, with supporting
vouchers, from members of the committee he or she represents; provided,
however, that these reimbursement requests comply with this Court’s
Administrative Orders dated June 24, 1991 and April 21, 1995.
and it is further
ORDERED that each professional whose retention has been approved by
the Court may seek, in its first request for compensation and reimbursement of expenses
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pursuant to this Order, compensation for work performed and reimbursement for
expenses incurred during the period beginning on the date of the professional’s retention
and ending on August 31, 2002; and it is further
ORDERED that the Debtors shall include all payments to professionals on
their monthly operating reports, detailed so as to state the amount paid to each
professional; and it is further
ORDERED that any party may object to requests for payments made
pursuant to this Order on the grounds that (i) the Debtors have not timely filed monthly
operating reports or (ii) the Debtors have not remained current with their administrative
expenses and 28 U.S.C. § 1930 fees by seeking a further order of this Court, or (iii) a
manifest exigency exists by seeking a further order of this Court, otherwise, this Order
shall continue and shall remain in effect during the pendency of these cases; and it is
further
ORDERED that any party in interest, or the United States Trustee, may
seek reconsideration of this Order, insofar as it applies prospectively, in the event of an
adverse change in the liquidity of any of the Debtors, or for other cause shown; and it is
further
ORDERED that all time periods set forth in this Order shall be calculated
in accordance with Rule 9006(a) of the Federal Rules of Bankruptcy Procedure; and it is
further
ORDERED that notice of the Motion as provided therein shall be deemed
good and sufficient notice of such Motion; and it is further
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ORDERED that the requirement under Rule 9013-1(b) of the Local
Bankruptcy Rules for the Southern District of New York for the filing of a separate
memorandum of law is waived.
Dated: New York, New York
July __, 2002
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____________________________________
UNITED STATES BANKRUPTCY JUDGE