EXHIBIT 2.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF CALIFORNIA
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IN RE: CHAPTER 11 CASE NO.
03-3470-ALL THROUGH
LEAP WIRELESS INTERNATIONAL, INC., 03-3535-ALL
CRICKET COMMUNICATIONS, INC., et al., (JOINTLY ADMINISTERED)
DEBTORS.
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THIRD AMENDED JOINT PLAN OF REORGANIZATION
DATED AS OF JULY 8, 2003
NO DISCLOSURE STATEMENT HAS BEEN APPROVED WITH RESPECT TO THIS
PLAN, AND NO VOTES MAY BE SOLICITED ABSENT SUCH APPROVAL
LATHAM & WATKINS
Michael S. Lurey
Robert A. Klyman
Eric D. Brown
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
Counsel for Debtors and
Debtors-in-Possession
Dated: July 8, 2003
ARTICLE I. INTRODUCTION.................................................................................. 1
ARTICLE II. DEFINITION OF TERMS AND RULES OF INTERPRETATION.............................................. 4
Section 2.01 Definition of Terms................................................................. 4
Section 2.02 Interpretation And Computation Of Time.............................................. 23
ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS...................................................... 23
Section 3.01 Unclassified Claims (Applicable to All Debtors)..................................... 40
Section 3.02 Treatment of Classified Claims Against and Interests in Leap........................ 44
Section 3.03 Treatment of Classified Claims Against and Interests in CCH......................... 46
Section 3.04 Treatment of Classified Claims Against and Interests in Cricket..................... 48
Section 3.05 Treatment of Classified Claims Against and Interests in License Holding Companies
(applicable to each License Holding Company)........................................ 49
Section 3.06 Treatment of Classified Claims Against and Interests in Property Holding Companies
(applicable to each Property Holding Company)....................................... 51
Section 3.07 Treatment of Classified Claims Against and Interests in Other Subsidiaries
(applicable to each Other Subsidiary)............................................... 52
ARTICLE IV. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES........................................ 53
Section 4.01 Assumption and Cure................................................................. 53
Section 4.02 Rejection and Damages............................................................... 54
ARTICLE V. MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN............................................ 55
Section 5.01 Overview of Plan Implementation..................................................... 55
Section 5.02 Distributions....................................................................... 55
Section 5.03 The Official Committee.............................................................. 57
Section 5.04 Vesting Of Assets................................................................... 57
Section 5.05 Preservation Of Causes Of Action.................................................... 57
Section 5.06 Amended Debtor Bylaws And Certificates of Incorporation............................. 58
Section 5.07 Composition of Management and the Directors of the Reorganized Debtors.............. 59
Section 5.08 Disbursing Agents................................................................... 59
Section 5.09 Discharge of Reorganized Debtors and Injunction..................................... 60
Section 5.10 No Liability for Solicitation or Participation...................................... 61
Section 5.11 Limitation of Liability............................................................. 61
Section 5.12 Objections to Claims................................................................ 62
Section 5.13 Other Documents and Actions......................................................... 63
Section 5.14 Corporate Action.................................................................... 63
Section 5.15 Retiree Benefits.................................................................... 64
Section 5.16 Employee Benefits................................................................... 64
Section 5.17 Certain Provisions In Respect of the Old Leap Notes, and the Old Indenture Trustee.. 64
ARTICLE VI. CONFIRMATION AND EFFECTIVE DATE CONDITIONS................................................... 65
Section 6.01 Conditions To Confirmation.......................................................... 65
Section 6.02 Conditions To Initial Distribution Date............................................. 66
Section 6.03 Conditions To Effective Date........................................................ 66
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Section 6.04 Waiver of Conditions................................................................ 66
Section 6.05 Effect of Failure of Conditions..................................................... 66
Section 6.06 Order Denying Confirmation.......................................................... 67
ARTICLE VII. CONFIRMABILITY OF PLAN AND CRAMDOWN......................................................... 67
ARTICLE VIII. PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN AND TREATMENT OF DISPUTED,
CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS........................................... 68
Section 8.01 Voting of Claims and Interests...................................................... 68
Section 8.02 Method of Distributions Under the Plan.............................................. 68
Section 8.03 Special Procedures for Lost, Stolen, Mutilated or Destroyed Instruments............. 70
Section 8.04 Undeliverable or Unclaimed Distributions............................................ 70
Section 8.05 Disputed Claims; Reserve and Estimations............................................ 71
Section 8.06 Setoffs............................................................................. 72
ARTICLE IX. IMPLEMENTATION AND EFFECT OF CONFIRMATION OF THIS PLAN....................................... 73
Section 9.01 Effect of Confirmation of the Plan.................................................. 73
ARTICLE X. RETENTION OF JURISDICTION..................................................................... 73
ARTICLE XI. MISCELLANEOUS PROVISIONS..................................................................... 74
Section 11.01 Exemption From Transfer Taxes....................................................... 74
Section 11.02 Payment of Statutory Fees........................................................... 75
Section 11.03 Modification or Withdrawal of the Plan.............................................. 75
Section 11.04 Governing Law....................................................................... 75
Section 11.05 Filing or Execution of Additional Documents......................................... 75
Section 11.06 Withholding and Reporting Requirements.............................................. 75
Section 11.07 Waiver of Rule 62(a) of the Federal Rules of Civil Procedure........................ 75
Section 11.08 Headings............................................................................ 76
Section 11.09 Exhibits and Schedules.............................................................. 76
Section 11.10 Notices............................................................................. 76
Section 11.11 Plan Supplement..................................................................... 76
Section 11.12 Conflict............................................................................ 76
Section 11.13 Successors and Assigns.............................................................. 76
Section 11.14 Saturday, Sunday or Legal Holiday................................................... 77
Section 11.15 Post-Effective Date Effect of Evidences of Claims or Interests...................... 77
Section 11.16 Severability of Plan Provisions..................................................... 77
Section 11.17 Balloting........................................................................... 77
Section 11.18 No Admissions or Waiver of Objections............................................... 77
Section 11.19 Survival of Settlements............................................................. 78
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ARTICLE I.
INTRODUCTION
Leap Wireless International, Inc. ("Leap"), its indirect
wholly-owned subsidiary Cricket Communications, Inc. ("Cricket") and their
respective 64 subsidiaries and/or affiliates(1) (collectively, the "Debtors")
hereby propose the following Third Amended Joint Plan of Reorganization (defined
herein as the "Plan") for the resolution of their outstanding Claims and
Interests. Reference is made to the Disclosure Statement Accompanying Third
Amended Joint Plan of Reorganization dated as of July 8, 2003 (defined herein as
the "Disclosure Statement") for a discussion of the Debtors' history,
businesses, properties and results of operations, and for a summary of the Plan
and certain related matters. Capitalized terms not defined in this Introduction
shall have the meanings ascribed to them in Article II hereof.
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(1) Cricket Communications Holdings, Inc., a Delaware corporation;
Backwire.com, Inc., a Delaware corporation; Telephone Entertainment
Network, Inc., a Delaware corporation; Chasetel Licensee Corporation, a
Delaware corporation; Cricket Licensee (Albany), Inc., a Delaware
corporation; Cricket Licensee (Columbus), Inc., a Delaware corporation;
Cricket Licensee (Denver), Inc., a Delaware corporation; Cricket Licensee
(Lakeland), Inc., a Delaware corporation; Cricket Licensee (Macon), Inc., a
Delaware corporation; Cricket Licensee (North Carolina), Inc., a Delaware
Corporation; Cricket Licensee (Pittsburgh), Inc., a Delaware corporation;
Cricket Licensee (Reauction), Inc., a Delaware corporation; Cricket
Licensee I, Inc., a Delaware corporation; Cricket Licensee II, Inc., a
Delaware corporation; Cricket Licensee III, Inc., a Delaware corporation;
Cricket Licensee IV, Inc., a Delaware corporation; Cricket Licensee V,
Inc., a Delaware corporation; Cricket Licensee VI, Inc., a Delaware
corporation; Cricket Licensee VII, Inc., a Delaware corporation; Cricket
Licensee VIII, Inc., a Delaware corporation; Cricket Licensee IX, Inc., a
Delaware corporation; Cricket Licensee X, Inc., a Delaware corporation;
Cricket Licensee XI, Inc., a Delaware corporation; Cricket Licensee XII,
Inc., a Delaware corporation; Cricket Licensee XIII, Inc., a Delaware
corporation; Cricket Licensee XIV, Inc., a Delaware corporation; Cricket
Licensee XV, Inc., a Delaware corporation; Cricket Licensee XVI, Inc., a
Delaware corporation; Cricket Licensee XVII, Inc., a Delaware corporation;
Cricket Licensee XVIII, Inc., a Delaware corporation; Cricket Licensee XIX,
Inc., a Delaware corporation; Cricket Licensee XX, Inc., a Delaware
corporation; Cricket Holdings Dayton, Inc., a Delaware corporation; MCG PCS
Licensee Corporation, Inc., a Delaware corporation; Chasetel Real Estate
Company, Inc., a Tennessee corporation; Cricket Alabama Property Company, a
Delaware corporation; Cricket Arizona Property Company, a Delaware
corporation; Cricket Arkansas Property Company, a Delaware corporation;
Cricket California Property Company, a Delaware corporation; Cricket
Colorado Property Company, a Delaware corporation; Cricket Florida Property
Company, a Delaware corporation; Cricket Georgia Property Company, inc., a
Delaware corporation; Cricket Idaho Property Company, a Delaware
corporation; Cricket Illinois Property Company, a Delaware corporation;
Cricket Indiana Property Company, a Delaware corporation; Cricket Kansas
Property Company, a Delaware corporation; Cricket Kentucky Property
Company, a Delaware corporation; Cricket Michigan Property Company, a
Delaware corporation; Cricket Minnesota Property Company, a Delaware
corporation; Cricket Mississippi Property Company, a Delaware corporation;
Cricket Nebraska Property Company, a Delaware corporation; Cricket Nevada
Property Company, a Delaware corporation; Cricket New Mexico Property
Company, a Delaware corporation; Cricket New York Property Company, Inc., a
Delaware corporation; Cricket North Carolina Property Company, a Delaware
corporation; Cricket Ohio Property Company, a Delaware corporation; Cricket
Oklahoma Property Company, a Delaware corporation; Cricket Oregon Property
Company, a Delaware corporation; Cricket Pennsylvania Property Company, a
Delaware corporation; Cricket Texas Property Company, a Delaware
corporation; Cricket Utah Property Company, a Delaware corporation; Cricket
Washington Property Company, a Delaware corporation; Cricket Wisconsin
Property Company, a Delaware corporation; Leap PCS Mexico, Inc., a
California corporation.
The Plan represents a global settlement of all Intercompany
Claims and Litigation Claims between the Debtors, the Holders of Old Vendor Debt
(in their capacity as such Holders) and Holders of Leap General Unsecured Claims
(in their capacity as such Holders), and is the product of months of
investigation and negotiations among the foregoing parties (and the Leap
Informal Noteholder Committee prior to the appointment of the Leap Official
Committee of Unsecured Creditors). As a result of the foregoing settlement, the
Debtors have been able to file the Plan - which provides for the preservation of
the Debtors as viable going-concern businesses - and expect to confirm the
Chapter 11 Cases on an expedited timetable. On the other hand, without the
settlement memorialized in the Plan (and described in greater detail in the
Disclosure Statement), the Chapter 11 Cases could deteriorate into free-fall
chapter 11 cases and Holders of Allowed Claims and Interests would receive
distributions (if any) only after the conclusion of lengthy and expensive
complex litigation. Those distributions, moreover, would be reduced
substantially due to the likely deterioration of the value of the Debtors during
prolonged Chapter 11 Cases and the millions of dollars in legal and expert fees
which would be incurred to litigate the Intercompany Claims and Litigation
Claims.
In sum, the Plan provides for a reorganization of the Debtors
under Reorganized Leap. However, Reorganized Leap will not retain the Leap
General Unsecured Claim Cash Distribution or the assets being transferred to the
Leap Creditor Trust, or be subject to any claims against or Interests in Leap
that are being discharged under the Plan. Specifically, the means of executing
and implementing the Plan are as follows:
On the Effective Date, (i) the Old License Holding Company
Common Stock will be cancelled and each Reorganized License Holding Company will
issue to Reorganized Leap 100% of the issued and outstanding shares of New
License Holding Company Common Stock, (ii) the Old Other Subsidiary Common Stock
will be cancelled and each Reorganized Other Subsidiary will issue to
Reorganized Leap 100% of the issued and outstanding shares of New Other
Subsidiary Common Stock, and (iii) the Old Property Holding Company Common Stock
will be cancelled and each Reorganized Property Holding Company will issue to
Reorganized Cricket 100% of the issued and outstanding shares of New Property
Holding Company Common Stock.
Also on the Effective Date, (i) the Old Leap Common Stock will
be cancelled, (ii) Reorganized Leap will issue and contribute 96.5% of the
issued and outstanding shares of New Leap Common Stock to CCH, (iii) Reorganized
Leap will contribute all of the New License Holding Company Common Stock to CCH,
and (iv) CCH will contribute all of such New Leap Common Stock and New License
Company Common Stock to Reorganized Cricket. Following such contributions, on
the Effective Date, CCH will be merged with and into Cricket Communications,
Inc. in a "tax-free" reorganization in compliance with Section 368(a)(1)(G) of
the Internal Revenue Code, pursuant to which the Old CCH Common Stock will be
converted into 100% of the issued and outstanding shares of New Cricket Common
Stock. As a result, Reorganized Leap will own 100% of the issued and outstanding
shares of Reorganized Cricket and each of the Reorganized Other Subsidiaries,
and Reorganized Cricket will own 100% of the issued and outstanding shares of
each of the Reorganized License Holding Companies, 100% of the issued and
outstanding shares of each of the Reorganized Property Holding Companies and,
temporarily until the distribution thereof to the Holders of Old Vendor Debt
Claims, 96.5% of the New Leap Common Stock.
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On the Effective Date, or as soon thereafter as practicable,
the Holders of Old Vendor Debt Claims will receive from Cricket, on a Pro Rata
basis, 96.5% of the issued and outstanding shares of New Leap Common Stock and
New Senior Notes aggregating $350 million in principal amount.
On the Initial Distribution Date, and notwithstanding the
occurrence of the Effective Date: (a) Holders of Allowed Leap General Unsecured
Claims, including the Holders of Old Leap Notes, will receive, on a Pro Rata
basis, beneficial interests in the Leap Creditor Trust; (b) the Leap Creditor
Trust will receive the Leap General Unsecured Claim Cash Distribution; and (c)
Holders of Allowed 12 1/2% Senior Secured Claims will receive, on a Pro Rata
basis, the 12 1/2% Senior Secured Claim Distribution (approximately $200,000).
In addition, on the later of the Effective Date and the
Initial Distribution Date, Reorganized Leap will issue and transfer (as
applicable) to the Leap Creditor Trust: (a) the Leap Creditor Trust Assets for
subsequent sale and Distribution of the proceeds to the Leap General Unsecured
Creditors; and (b) 3.5% of the issued and outstanding shares of New Leap Common
Stock as of the Effective Date for Distribution to the Leap General Unsecured
Creditors. Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims against Leap and the
resolution of all Disputed Administrative Claims and Disputed Priority Claims
against Leap, any remaining Cash held in reserve by Reorganized Leap will be
distributed to the Leap Creditor Trust. Notwithstanding anything set forth
herein, if any Leap Creditor Trust Assets are converted to Cash on or after the
Initial Distribution Date but prior to the Effective Date, the Cash proceeds
shall be transferred to the Leap Creditor Trust as soon as practicable upon such
monetization, notwithstanding the fact that the Effective Date has not occurred.
In accordance with the negotiated settlement between the Leap Informal
Noteholder Committee and the Informal Vendor Debt Committee leading to the Plan,
all other assets of Leap that are not specifically defined as Leap Creditor
Trust Assets in the Plan will not be transferred to the Leap Creditor Trust and
will remain with Reorganized Leap, including for example only, office furniture,
fixtures, equipment and supplies; Leap intellectual property, including the
"Leap" trademark; retirement plan assets; and an inter-company payable from
Cricket which is being released under the Plan.
Holders of Old Leap Common Stock will receive nothing on
account of their Interests.
THE PLAN IS THE PRODUCT OF NEGOTIATIONS AMONG THE DEBTORS, THE
INFORMAL VENDOR DEBT COMMITTEE, THE INFORMAL NOTEHOLDER COMMITTEE (PRIOR TO THE
APPOINTMENT OF THE OFFICIAL COMMITTEE) AND THE OFFICIAL COMMITTEE. THE DEBTORS
BELIEVE THE PLAN REPRESENTS THE BEST POSSIBLE RETURN TO HOLDERS OF CLAIMS AND
INTERESTS AND URGE SUCH HOLDERS TO VOTE IN FAVOR OF THE PLAN.
THE INFORMAL VENDOR DEBT COMMITTEE URGES HOLDERS OF OLD VENDOR
DEBT TO READ THE DISCLOSURE STATEMENT AND VOTE IN FAVOR OF THE PLAN.
THE OFFICIAL COMMITTEE URGES HOLDERS OF LEAP GENERAL UNSECURED
CLAIMS TO READ THE DISCLOSURE STATEMENT AND VOTE IN FAVOR OF THE PLAN.
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ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE
PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR
REJECT THE PLAN. NO MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND THE
EXHIBITS AND SCHEDULES ATTACHED THERETO OR REFERENCED THEREIN, HAVE BEEN
APPROVED BY THE DEBTORS FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THE
PLAN.
Notwithstanding anything herein to the contrary, all
statements in the Plan and the accompanying Disclosure Statement concerning the
history of the Debtors' businesses, the past or present financial condition of
the Debtors, transactions to which the Debtors were or are party, or the effect
of Confirmation of the Plan on Holders of Claims and Interests are attributable
exclusively to the Debtors and not to any other party.
ARTICLE II.
DEFINITION OF TERMS AND RULES OF INTERPRETATION
SECTION 2.01. DEFINITION OF TERMS
Unless otherwise defined herein, or the context otherwise
requires, the following terms shall have the respective meanings set forth
below:
12 1/2% Senior Notes means the $225,000,000, 12 1/2% Senior Notes due 2010 issued pursuant to the Indenture.
12 1/2% Senior Secured Claim means the claim, secured by a Lien on the Senior Notes Pledged Account, asserted by
the Old Indenture Trustee for the benefit of the Holders of the 12 1/2% Senior Notes
pursuant to the Indenture.
12 1/2% Senior Secured Claim
Distribution means the remaining amounts in the Senior Notes Pledged Account (approximately
$200,000) that will be distributed, on a Pro Rata basis, for the benefit of the
Holders of the 12 1/2% Senior Secured Claims on the Initial Distribution Date.
14 1/2% Senior Discount Notes means the $668,000,000, 14 1/2% Senior Discount Notes due 2010 issued pursuant to the
Indenture.
Additional Participants means those parties in interest who hold Claims against the Debtors and who were not
served by U.S. mail with the notice of the Bar Date by the Debtors.
Administrative Claim means any right to payment constituting a cost or expense of administration of the
Chapter 11 Cases of a kind specified under section 503(b) and entitled to priority
under section 507(a)(1) of the Bankruptcy Code, including, without limitation, any
actual and necessary costs and expenses of preserving the estates of the Debtors, any
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actual and necessary costs and expenses of operating the respective businesses of the
Debtors, any indebtedness or obligations incurred or assumed by any of the Debtors in
Possession in connection with the conduct of their respective businesses, including,
without limitation, all compensation and reimbursement of expenses to the extent
Allowed by the Court under section 330 or 503 of the Bankruptcy Code, any fees or
charges assessed against the estates of the Debtors under section 1930 of chapter 123
of Title 28 of the United States Code, the reasonable fees and expenses of
professionals to the Informal Vendor Debt Committee, and the reasonable fees and
expenses of professionals to the Informal Noteholder Committee incurred prior to the
formation of the Official Committee.
Allowed Claim or Allowed Interest means a Claim against or Interest in a Debtor to the extent that
1. a proof of the Claim or Interest
a. was timely Filed and served upon a Debtor and no objection to the Claim
or Interest is Filed within the time fixed by the Court for such objections; or
b. is deemed Filed under applicable law (e.g., filed on the Schedules as
noncontingent, nondisputed and liquidated) or pursuant to a Final Order of the Court
and no objection to the Claim or Interest is Filed within the time fixed by the
Court for such objections; or
c. is Allowed pursuant to subparagraph b of this definition; or
d. is Allowed under the Plan; or
e. is a Claim that the Reorganized Debtors deem Allowed after the Effective
Date.
2. If a Debtor files an objection to a proof of Claim or Interest within a time fixed
by the Court, the Claim or Interest shall be Allowed to the extent of
a. any amount of such Claim or Interest to which the Debtors did not
object; or
b. any amount otherwise authorized by Final Order or the Plan.
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Allowed Administrative Claim,
Allowed Priority Tax Claim,
Allowed Secured Claim and
Allowed General Unsecured Claim have correlative meanings.
Allowed Class Claim means an Allowed Claim in the particular Class described.
Allowed Class Interest means an Allowed Interest in the particular Class described.
Amended Debtor Certificates
of Incorporation means the amended and restated certificates of incorporation of each Reorganized
Debtor that will be effective on the Effective Date, substantially in the form which
will be Filed with the Plan Supplement and subject to modification by the Debtors
(with the consent of the Informal Vendor Debt Committee) prior to the Effective Date.
Amended Debtor Bylaws means the amended bylaws of each Reorganized Debtor that will be effective on the
Effective Date, substantially in the form which will be Filed with the Plan Supplement
and subject to modification by the Debtors (with the consent of the Informal Vendor
Debt Committee) prior to the Effective Date.
Ballots means each of the ballot forms distributed with the Disclosure Statement to each
Holder of an Impaired Claim or Impaired Interest (other than to Holders of Impaired
Claims and Interests deemed to have rejected the Plan or otherwise not entitled to
vote on the Plan), upon which is to be indicated, among other things, acceptance or
rejection of the Plan.
Bankruptcy Code means Title 11 of the United States Code, 11 U.S.C.Sections 101 et seq., as in effect on
the date hereof or hereafter amended if such amendments are made applicable to the
Chapter 11 Cases.
Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United
States Supreme Court under section 2075 of Title 28 of the United States Code, and
local rules of the Court, as the context may require.
Bar Date means June 28, 2003.
Business Day means any day on which commercial banks are open for business, and not authorized
to close, in the City of New
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York, New York, except any day designated as a legal holiday in Bankruptcy Rule
9006(a).
Cash means legal tender of the United States of America and equivalents thereof.
Cash Collateral Order means that certain Final Stipulated Order (i) authorizing the use of Cash Collateral
and (ii) Granting Replacement Liens entered on the Docket on [July __, 2003], together
with that Interim Order Authorizing the Interim Use of Cash Collateral and Granting
Replacement Liens entered on the Docket on April 14, 2003.
CCH means Cricket Communications Holdings, Inc., a Delaware corporation.
Chapter 11 Cases means the jointly administered Chapter 11 cases commenced by the Debtors on the
Petition Date.
Claim means a claim, whether or not asserted or Allowed, as defined in section 101(5) of the
Bankruptcy Code.
Class means a class of Claims or Interests designated pursuant to the Plan.
Clerk means the Clerk of the Court.
Collateral means any property or interest in property of a Debtor's Estate subject to a Lien to
secure the payment or performance of a Claim as of the Petition Date.
Confirmation means the conclusion of the Confirmation Hearing at which the Plan is confirmed.
Confirmation Date means the date on which the Confirmation Order is entered on the Docket.
Confirmation Hearing means the hearing to consider confirmation of the Plan pursuant to section 1128 of the
Bankruptcy Code.
Confirmation Order means the order entered by the Court confirming the Plan pursuant to section 1129 of
the Bankruptcy Code.
Court means, (a) the United States Bankruptcy Court for the Southern District of California,
having jurisdiction over the Chapter 11 Cases; (b) to the extent there is no reference
pursuant to section 157 of Title 28 of the United States Code, the United States
District Court for the Southern District of California; and (c) any other court having
jurisdiction over the Chapter 11 Cases.
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Cricket means Cricket Communications, Inc., a Delaware corporation.
Cricket General Unsecured
Creditor Distribution means Cash or other property of a value equal to the amount of the chapter 7 liquidation
value of any property held by Cricket that is not subject to the Liens of the Holders of
Old Vendor Debt that will be distributed to Holders of General Unsecured Claims against
Cricket.
Debtors shall have the meaning ascribed to it in Article I of the Plan.
Debtors in Possession means the Debtors in their capacities as debtors in possession in the Chapter 11 Cases
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
Disbursing Agent means a Person responsible for making distributions under the Plan. Reorganized Leap
and Reorganized Cricket, or such Person(s) as each may employ in its sole discretion,
will serve as Disbursing Agent for the Reorganized Debtors; provided that the Leap
Creditor Trust Trustee, or such person(s) as the Leap Creditor Trust Trustee may
employ in its sole discretion, will serve as Disbursing Agent for the Leap Creditor
Trust.
Disclosure Statement means the written disclosure statement, dated as of July 8, 2003, that relates to the Plan,
as approved by the Court pursuant to section 1125 of the Bankruptcy Code, as such disclosure
statement may be amended, modified or supplemented from time to time.
Disputed means, with reference to any Claim (including any Administrative Claim), or Interest,
or any portion thereof, any Claim or Interest proof of which was Filed and in either
case or in the case of any Administrative Claim, Claim or Interest that is disputed
under the Plan or as to which the Debtors or any other party have interposed a timely
objection and/or request for estimation in accordance with section 502(c) of the
Bankruptcy Code and Bankruptcy Rule 3018, which objection and/or request for
estimation has not been withdrawn or determined by a Final Order, and any Claim or
Interest proof of which was required to be Filed by Order of the Court but as to which
a proof of claim or interest was not timely or properly Filed; provided, however, that
prior to (x) the time an objection has been filed, and (y) the expiration of the
Claims/Interest objection deadline with respect to such Claim or Interest, unless
Allowed by the Reorganized Debtors or the Leap
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Creditor Trust Trustee, a Claim or Interest shall be considered a Disputed Claim or
Disputed Interest to the extent that the amount of the Claim or Interest specified in
a proof of Claim or Interest exceeds the amount of the Claim or Interest scheduled by
the Debtors as not disputed, contingent, or unliquidated.
Distribution means a distribution to a Holder of an Allowed Claim pursuant to this Plan.
Distribution Record Date means [ ].
Docket means the docket in the Chapter 11 Cases maintained by the Clerk.
Effective Date means the first Business Day on which all the conditions precedent to the
effectiveness of the Plan shall have been satisfied or waived; provided, however, that
if a stay of the Confirmation Order is in effect (and the satisfaction of such
condition is the final condition to be satisfied or waived for the effectiveness of
the Plan), the Effective Date shall be extended to the first Business Day after such
stay is no longer in effect.
Ericsson means Ericsson Credit AB.
Ericsson Facility means that certain Credit Agreement among CCH, Cricket and Ericsson, as administrative
agent, dated as of October 20, 2000, as amended.
Estates means, collectively, the estates created in each of the Debtors' Chapter 11 Cases
under section 541 of the Bankruptcy Code.
FCC FCC means Federal Communications Commission.
File or Filed means filed with the Court in the Chapter 11 Cases.
Final Order means an order or judgment of the Court as entered on the Docket in the Chapter 11
Cases, or other court of competent jurisdiction, the operation or effect of which has
not been stayed, reversed or amended, and as to which order or judgment (or any
revision, modification, or amendment thereof) the time to appeal or seek review or
rehearing has expired and as to which no appeal or petition for review or rehearing
was filed or, if filed, remains pending.
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GAAP means Generally Accepted Accounting Principles in the United States of America as in
effect on the date of this Plan, including those set forth in (i) the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (ii) statements and pronouncements of the Financial
Accounting Standards Board, (iii) such other statements by such other entity as
approved by a significant segment of the accounting profession and (iv) the rules and
regulations of the SEC governing the inclusion of financial statements (including pro
forma financial statements) in periodic reports required to be filed pursuant to
section 13 of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of the
SEC.
General Unsecured Claim means any Claim that is not an Administrative Claim, Priority Claim, Priority Tax Claim,
Intercompany Claim or Secured Claim, and shall include any deficiency Claim of a Holder
of a Secured Claim.
GLH means, collectively, GLH, Inc. and NTCH, Inc.
GLH Collateral means the Collateral securing the obligations of Leap, directly or indirectly arising out
of, in connection with or otherwise relating to securing the obligations of the GLH Loan
Agreement.
GLH Loan Agreement means the Loan Agreement, dated as of April 9, 2002, by and between Leap, as borrower, and
GLH, as lender, and as such Loan Agreement has been modified and amended from time to time.
Holder means the holder of a Claim or Interest.
Impaired means, when used with reference to a Claim or Interest, a Claim or Interest that is
impaired within the meaning of section 1124 of the Bankruptcy Code.
Indenture means that certain Indenture, dated as of February 23, 2000, among Leap, as Issuer,
and the Old Indenture Trustee, pursuant to which the 12 1/2% Senior Notes and the 14
1/2% Senior Discount Notes were issued, together with any amendments or supplements
thereto.
Informal Noteholder Committee means that certain informal committee organized pre-petition and composed of certain
Holders of the Old Leap Notes in connection with the Debtors' pre-petition efforts to
commence and facilitate negotiations of a restructuring
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of the Old Leap Notes. The Informal Noteholder Committee disbanded upon the
appointment of the Official Committee.
Informal Vendor Debt Committee means that certain informal committee organized pre-petition and composed of certain
Holders of the Old Vendor Debt in connection with the Debtors' pre-petition efforts to
commence and facilitate negotiations of a restructuring of the Old Vendor Debt. The
members of the Informal Vendor Debt Committee are: AIM Floating Rate Fund, Aimco CDO
Series 2000-4, Aimco CLO Series 2001-A, Alliance Capital Management, L.P., Allstate
Life Insurance Company, APEX (IDM) CDO I, Ltd., Archimedes Funding II, Ltd.,
Archimedes Funding III, Ltd., Archimedes Funding IV (Cayman), Ltd., Ares III CLO Ltd.,
Ares IV CLO Ltd., Aurum CLO 2002-1 Ltd., Bank One, N.A., Capital Research and
Management Company, Catalyst Investment Management, Cerberus Capital, Ceres II Finance
Ltd., CFSC Wayland Advisers, Inc., Charter View Portfolio, Credit Suisse First Boston,
Cypress Management, Eaton Vance Senior Income Trust, ELC (Cayman) Ltd. CDO Series
1999, ELC (Cayman) Ltd. 1999-II, ELC (Cayman) Ltd. 1999-III, ELC (Cayman) Ltd. 2000-I,
Franklin Floating Rate Trust, Goldman Sachs Credit Partners L.P., Grayson & Co.,
Highland Capital, Indosuez Capital Funding IIA Limited, Indosuez Capital Funding III,
Limited, Indosuez Capital Funding VI, Limited, ING Capital LLC (Middenbank Curacao
NY), Liberty Floating Rate Advantage Fund, Merrill Lynch, MHR Fund Management LLC,
Mitchell R. Julis, Nemean CLO, Ltd., Pacifica Partners I, L.P., Romulus Holdings,
Inc., Senior Debt Portfolio (Boston Management and Research), SRF 2000 LLC, Stein Roe
& Farnham CLO I Ltd., Stein Roe Floating Rate Limited Liability Company, Varde
Partners, Inc. and York Capital Management LP.
Initial Distribution Date means the date that is no later than eleven days following the Confirmation Date. On
the Initial Distribution Date, (a) Holders of Allowed Leap General Unsecured Claims
shall receive their Pro Rata share of beneficial interests in the Leap Creditor Trust
and (b) the Leap Creditor Trust shall receive (x) the Leap General Unsecured Claim
Cash Distribution; (y) the Leap General Unsecured Claim Equity Distribution; and (z)
the Leap Creditor Trust Assets; provided, that in the event that the Effective Date
has not occurred as of the Initial Distribution Date, Leap shall not transfer the Leap
Creditor Trust Assets or the Leap General Unsecured Claim Equity Distribution to the
Leap Creditor
11
Trust on the Initial Distribution Date (and such transfer shall occur on the Effective
Date or as soon as practicable thereafter); provided further, that if any Leap
Creditor Trust Assets are converted to Cash on or after the Initial Distribution Date
but prior to the Effective Date, the Cash proceeds shall be transferred to the Leap
Creditor Trust as soon as practicable upon such monetization, notwithstanding the fact
that the Effective Date has not occurred.
Instrument means any share of stock, security, promissory note or other "instrument," within the
meaning of that term, as defined in section 9105(1)(i) of the UCC.
Intercompany Claims means all Claims that are or could be asserted by any Debtor(s) or its/their Estate(s)
against any other Debtor(s) or its/their Estate(s).
Intercompany Release means the full and complete release of Intercompany Claims released pursuant to the
Plan, as described at Section 5.05 of the Plan.
Interest means any equity security (as defined in section 101(16) of the Bankruptcy Code) of
any of the Debtors.
Leap means Leap Wireless International, Inc., a Delaware corporation.
Leap Claims means any and all Claims (as defined in section 101(5) of the Bankruptcy Code) held by
Leap.
Leap Creditor Trust means that certain trust established as of the Initial Distribution Date, for the
benefit of Holders of Leap General Unsecured Claims, pursuant to which, inter alia,
the Leap Creditor Trust Trustee will liquidate the Leap Creditor Trust Assets and
Distribute the proceeds thereof to Holders of Allowed Leap General Unsecured Claims.
The United States Trustee reserves all rights with respect to the terms and conditions
of the Leap Creditor Trust.
Leap Creditor Trust Agreement means that certain Liquidating Trust Agreement and Declaration of Trust for the Leap
Wireless International, Inc. Liquidating Trust governing the terms of the Leap
Creditor Trust and outlining the terms of employment of the Leap Creditor Trust
Trustee. A copy of the Leap Creditor Trust Agreement will be filed with the Plan
Supplement. The United States Trustee reserves all rights with respect to the terms
and conditions of the Leap Creditor Trust Agreement.
12
Leap Creditor Trust Assets means certain assets of Leap and its subsidiaries that will be transferred on the
Effective Date to the Leap Creditor Trust as follows: (i) a minimum 72% Pro Rata stake
in the PCS license that Leap may acquire in the Rochester, New York Basic Trading Area
("BTA") pursuant to a previously executed agreement or, if such transaction has not
been consummated as of the Effective Date, the PCS licenses in the Bemidji, Minnesota
(10 MHz); Brainerd, Minnesota (10 MHz); Escanaba, Michigan (10 MHz); Pueblo, Colorado
(10 MHz); and Salem, Oregon (10 MHz) BTAs; (ii) Leap's stake in the Idaho joint
venture with NTCH; (iii) any Leap cause(s) of action listed in Leap's Schedules,
including the cause of action related to the Endesa note receivable, as well as any
cause of action that is part of the Leap Estate arising from Bankruptcy Code sections
544, 547, 548, 549 or 550 that is listed on a Schedule to be Filed with the Court and
served at least 7 days prior to the Voting Deadline and that is not otherwise released
under the Plan; (iv) any and all Tax Refunds that are to be delivered to the Leap
Creditor Trust in accordance with this Plan; (v) Cash to be paid by Cricket in an
amount equal to the Leap Deposits; and (vi) the PCS licenses in the Bozeman, Montana
(20 MHz); Casper, Wyoming (15 MHz); Lewiston, Idaho (15 MHz); and Redding, California
(15 MHz) BTAs and any cause(s) of action resulting from the proposed sale thereof
pursuant to the previously executed agreement.
Leap Creditor Trust Trustee means the trustee for the Leap Creditor Trust, as chosen by the Official Committee.
The identity of the Leap Creditor Trust Trustee will be submitted to the Court no
later than 10 days prior to the Confirmation Hearing.
Leap Deposits means deposits paid by Leap prior to the Petition Date with respect to various leases
and contracts that the Informal Vendor Debt Committee elects to assume or Reinstate,
as applicable, under the Plan; Cricket will pay a corresponding amount equal to each
such deposit as of the Effective Date to the Leap Creditor Trust. The Debtors will
file a Schedule, subject to the approval of the Informal Debt Committee, with the
Court setting forth the final amount of the Leap Deposits no later than 17 days before
the Voting Deadline.
Leap General Unsecured Claim means a General Unsecured Claim against Leap, provided that no Claims of the Holders
of Old Vendor Debt shall be deemed to be Allowed Leap General Unsecured Claims to
13
the extent such Claims arise out of or relate to an Old Vendor Debt Claim.
Leap General Unsecured
Claim Cash Distribution means the Cash to be distributed to the Leap Creditor Trust on the Initial
Distribution Date (and irrespective of the occurrence of the Effective Date) for the
benefit of the Holders of Allowed Leap General Unsecured Claims, which shall consist
of substantially all of Leap's unrestricted Cash (excluding the Leap Deposits which
shall be distributed on the Effective Date to the Leap Creditor Trust together with
the other Leap Creditor Trust Assets), less an appropriate reserve in an amount to be
agreed upon by the Debtors and the Official Committee prior to the Initial
Distribution Date for Allowed Administrative Claims against Leap through and including
the Effective Date and Allowed Priority Claims against Leap.
Leap General Unsecured Claim
Equity Distribution means the New Leap Common Stock to be delivered to the Leap Creditor Trust for
Distribution to the Holders of Allowed Leap General Unsecured Claims, on a Pro Rata
basis, which in the aggregate shall equal 3.5% of the outstanding and issued shares of
New Leap Common Stock as of the Effective Date.
Leap General Unsecured Creditor means a Holder of a Leap General Unsecured Claim.
License Holding Companies means, collectively, Chasetel Licensee Corporation, a Delaware corporation; Cricket
Licensee (Albany), Inc., a Delaware corporation; Cricket Licensee (Columbus), Inc., a
Delaware corporation; Cricket Licensee (Denver), Inc., a Delaware corporation; Cricket
Licensee (Lakeland), Inc., a Delaware corporation; Cricket Licensee (Macon), Inc., a
Delaware corporation; Cricket Licensee (North Carolina), Inc., a Delaware Corporation;
Cricket Licensee (Pittsburgh), Inc., a Delaware corporation; Cricket Licensee
(Reauction), Inc., a Delaware corporation; Cricket Licensee I, Inc., a Delaware
corporation; Cricket Licensee II, Inc., a Delaware corporation; Cricket Licensee III,
Inc., a Delaware corporation; Cricket Licensee IV, Inc., a Delaware corporation;
Cricket Licensee V, Inc., a Delaware corporation; Cricket Licensee VI, Inc., a
Delaware corporation; Cricket Licensee VII, Inc., a Delaware corporation; Cricket
Licensee VIII, Inc., a Delaware corporation; Cricket Licensee IX, Inc., a Delaware
corporation; Cricket Licensee X, Inc., a Delaware corporation; Cricket Licensee XI,
Inc., a Delaware
14
corporation; Cricket Licensee XII, Inc., a Delaware corporation; Cricket Licensee
XIII, Inc., a Delaware corporation; Cricket Licensee XIV, Inc., a Delaware
corporation; Cricket Licensee XV, Inc., a Delaware corporation; Cricket Licensee XVI,
Inc., a Delaware corporation; Cricket Licensee XVII, Inc., a Delaware corporation;
Cricket Licensee XVIII, Inc., a Delaware corporation; Cricket Licensee XIX, Inc., a
Delaware corporation; and Cricket Licensee XX, Inc., a Delaware corporation.
Lien has the meaning set forth in section 101(37) of the Bankruptcy Code.
Litigation Claims means any Claims arising out of any causes of action, whether known or unknown,
contingent or non-contingent, or liquidated or unliquidated, held or asserted by a
Person.
Local Bankruptcy Rules means the local rules of the Court, as applicable from time to time in the Chapter 11
Cases.
Lucent means Lucent Technologies Inc.
Lucent Facility means that certain Credit Agreement among CCH, Cricket and Lucent, as administrative
agent, dated as of September 20, 1999, as amended and restated.
New Cricket Common Stock means common stock of Reorganized Cricket which is to be issued by Reorganized Cricket
on the Effective Date in accordance with the terms of the Plan, as more fully
described in the Description of the New Cricket Common Stock attached to the
Disclosure Statement as Exhibit J.
New Leap Common Stock means common stock of Reorganized Leap which is to be issued by Reorganized Leap on
and after the Effective Date in accordance with the terms of the Plan, as more fully
described in the Description of the New Leap Capital Stock attached to the Disclosure
Statement as Exhibit J.
New License Holding Company
Common Stock means common stock of a Reorganized License Holding Company which is to be issued by
such License Holding Company on the Effective Date in accordance with terms of the
Plan, as more fully described in the Description of the New License Holding Company
Common Stock attached to the Disclosure Statement as Exhibit J.
New Other Subsidiary
15
Common Stock means common stock of a Reorganized Other Subsidiary which is to be issued by such
Other Subsidiary on the Effective Date in accordance with terms of the Plan, as more
fully described in the Description of the New Other Subsidiary Common Stock attached
to the Disclosure Statement as Exhibit J.
New Property Holding
Company Common Stock means common stock of a Reorganized Property Holding Company which is to be issued by
such Property Holding Company on the Effective Date in accordance with terms of the
Plan, as more fully described in the Description of the New Property Holding Company
Common Stock attached to the Disclosure Statement as Exhibit J.
New Senior Notes means the 13% Senior Secured Notes due on the seventh anniversary of the Effective
Date, to be issued by Reorganized Cricket pursuant to the New Senior Notes Indenture
and to be secured by the New Senior Notes Collateral, as more fully described in the
Description of the New Senior Notes attached to the Disclosure Statement as Exhibit K.
New Senior Notes Collateral means all collateral pledged to secure the obligations under the New Senior Notes as
provided for in the New Senior Notes Indenture; provided, that no Leap Creditor Trust
Assets shall at any time constitute New Senior Notes Collateral.
New Senior Notes Indenture means that certain Indenture dated as of the Effective Date among Reorganized Cricket,
as Issuer, the other parties thereto and the New Senior Notes Trustee, pursuant to
which the New Senior Notes will be issued.
New Senior Notes Trustee means the entity serving as trustee pursuant to the New Senior Notes Indenture, whose
identity will be disclosed prior to the Confirmation Hearing.
Nortel means Nortel Networks Inc.
Nortel Facility means that certain Credit Agreement among CCH, Cricket and Nortel, as administrative
agent, dated as of August 28, 2000, as amended.
Official Committee means the official unsecured creditors' committee of Leap, appointed in the Chapter 11
Case of Leap by the Office of the United States Trustee, as its composition may be
changed from time to time by the addition, resignation and/or removal of its members.
16
Old CCH Common Stock means all authorized and issued shares of common stock of CCH, with a par value of
$.0001 per share, and any right, contractual or otherwise, to acquire any common
shares of CCH, existing prior to the Petition Date.
Old Cricket Common Stock means all authorized and issued shares of common stock of Cricket, with a par value of
$.0001 per share, and any right, contractual or otherwise, to acquire any common
shares of Cricket, existing prior to the Petition Date.
Old Indenture Trustee means U.S. Bank National Association (successor to State Street Bank and Trust
Company) and its successors, as Trustee under the Indenture.
Old Leap Common Stock means all authorized and issued shares of common stock of Leap, with a par value of
$.0001 per share, and any right, contractual or otherwise, to acquire any common
shares of Leap, existing prior to the Petition Date.
Old Leap Notes means, collectively, the 12 1/2% Senior Notes and the 14 1/2% Senior Discount Notes.
Old License Holding Company
Common Stock means all authorized and issued shares of common stock of each Old License Holding
Company, with a par value of $.0001 per share, and any right, contractual or
otherwise, to acquire any common shares of Old License Holding Company Common Stock,
existing prior to the Petition Date.
Old Other Subsidiary
Common Stock means all authorized and issued shares of common stock of each Old Subsidiary, with a
par value of $.0001 per share, and any right, contractual or otherwise, to acquire any
common shares of Old Other Subsidiary Common Stock, existing prior to the Petition
Date.
Old Property Holding Company
Common Stock means all authorized and issued shares of common stock of each Property Holding
Company, with a par value of $.0001 per share, and any right, contractual or
otherwise, to acquire any common shares of Old Property Holding Company Common Stock,
existing prior to the Petition Date.
Old Securities means Old Leap Common Stock, Old Leap Notes, Old CCH Common Stock, Old Cricket Common
Stock, Old License Holding Company Common Stock, Old Other
17
Subsidiary Common Stock and Old Property Holding Company Common Stock.
Old Stock Rights means, collectively, any warrants, and any other rights, to purchase or otherwise
acquire Old Securities, and any stock appreciation or similar rights relating to any
Debtor's Old Common Stock, existing prior to the Effective Date.
Old Vendor Debt means, collectively, all Claims arising from or related to the Vendor Debt Facilities
and existing prior to the Effective Date, including without limitation, Nortel
Networks' and others' commitment fees, administrative agent fees and origination fees
due under the Vendor Debt Facilities.
Old Vendor Debt Distribution means the following consideration to be distributed by Reorganized Cricket for the
benefit of the Holders of Allowed Vendor Debt Claims on account of their Secured
Claims on the Effective Date, or as soon as practicable thereafter, on a Pro Rata
basis: (a) the New Senior Notes and (b) 96.5% of the outstanding and issued New Leap
Common Stock. In addition to the Old Vendor Debt Distribution, on the Initial
Distribution Date, Holders of the Old Vendor Debt shall receive, in full satisfaction,
settlement, release and discharge of and in exchange for their Claims against Leap and
its Estate, the Intercompany Releases.
Order means an order or judgment of the Court as entered on the Docket.
Other Priority Claim means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled
to priority in right of payment under section 507(a) of the Bankruptcy Code.
Other Subsidiaries means Backwire.com, Inc., Leap PCS Mexico, Inc. and Telephone Entertainment Network, Inc.
Person means any individual, corporation, general partnership, limited partnership, limited
liability partnership, limited liability company, association, joint stock company,
joint venture, government or political subdivision, official committee appointed by
the United States Trustee, unofficial committee of creditors or equity Holders, or
other entity.
Petition Date means April 13, 2003, the date on which each of the Debtors filed their respective
petitions for relief commencing the Chapter 11 Cases.
18
Plan means this Third Amended Joint Chapter 11 Plan of Reorganization for each of the
Debtors, as it may be amended or modified, from time to time, together with all
addenda, exhibits, schedules, supplements or other attachments, if any. If the Plan is
withdrawn as the Plan for a particular Debtor, the defined term "Plan" shall not
include the plan for such Debtor.
Plan Supplement means the supplement containing the forms of documents specified in Section 11.11 of
the Plan which are subject to modification by the Debtors (with the consent of the
Informal Vendor Debt Committee and the Official Committee) prior to the Effective
Date.
Postpetition Tax Claims means Administrative Claims and other Claims by a governmental unit for taxes against
any of the Debtors (and for interest and/or penalties related to such taxes) for any
tax year or period, all or any portion of which occurs or falls within the period from
and including the Petition Date through and including the Effective Date.
Priority Claim means an Allowed Claim entitled to priority under sections 507(a)(3) through 507(a)(7)
of the Bankruptcy Code.
Priority Tax Claim means any unsecured Claim of a governmental unit of the kind specified in sections
502(i) and 507(a)(8) of the Bankruptcy Code.
Pro Rata means, with respect to any distribution on account of an Allowed Claim or Allowed
Interest with respect to a particular Debtor, a proportionate share, so that the ratio
of the consideration distributed on account of an Allowed Claim or Allowed Interest in
a Class to the amount of such Allowed Claim or Allowed Interest is the same as the
ratio of the amount of the consideration distributed on account of all Allowed Claims
or Allowed Interests in such Class to the amount of all Allowed Claims or Allowed
Interests in such Class.
Property Holding
Companies means, collectively, Cricket Alabama Property Company, a Delaware corporation; Cricket
Arizona Property Company, a Delaware corporation; Cricket Arkansas Property Company, a
Delaware corporation; Cricket California Property Company, a Delaware corporation;
Cricket Colorado Property Company, a Delaware corporation; Cricket Florida Property
Company, a Delaware corporation; Cricket Georgia Property Company, inc., a Delaware
corporation; Cricket Idaho Property Company, a
19
Delaware corporation; Cricket Illinois Property Company, a Delaware corporation;
Cricket Indiana Property Company, a Delaware corporation; Cricket Kansas Property
Company, a Delaware corporation; Cricket Kentucky Property Company, a Delaware
corporation; Cricket Michigan Property Company, a Delaware corporation; Cricket
Minnesota Property Company, a Delaware corporation; Cricket Mississippi Property
Company, a Delaware corporation; Cricket Nebraska Property Company, a Delaware
corporation; Cricket Nevada Property Company, a Delaware corporation; Cricket New
Mexico Property Company, a Delaware corporation; Cricket New York Property Company,
Inc., a Delaware corporation; Cricket North Carolina Property Company, a Delaware
corporation; Cricket Ohio Property Company, a Delaware corporation; Cricket Oklahoma
Property Company, a Delaware corporation; Cricket Oregon Property Company, a Delaware
corporation; Cricket Pennsylvania Property Company, a Delaware corporation; Cricket
Texas Property Company, a Delaware corporation; Cricket Utah Property Company, a
Delaware corporation; Cricket Washington Property Company, a Delaware corporation; and
Cricket Wisconsin Property Company, a Delaware corporation.
Reinstated means, (x) with respect to a Claim, (i) the Debtors shall cure any default with
respect to such Claim that occurred before or after the relevant Petition Date, (ii)
the maturity of such Claim shall be Reinstated as such maturity existed before any
such default, (iii) the Holder of such Claim shall be compensated for any damages
incurred as a result of any reasonable reliance by the Holder on any right to
accelerate its Claim, and (iv) the legal, equitable and contractual rights of such
Holder will not otherwise be altered and (y) with respect to an Interest, the legal,
equitable and contractual rights of the Holder of such Interest will not be altered;
provided that, to the extent that any Claim or Interest against Leap is reinstated,
the funding to cure any defaults or compensate the Holder of such Claim for such
damages on account of such Claim or Interest shall be satisfied by assets other than
the Leap General Unsecured Claim Cash Distribution, the Leap General Unsecured Claim
Equity Distribution or the Leap Creditor Trust Assets, none of which shall be
available as a source of funding to pay any such liability under the Plan; provided,
further, that if and to the extent that the Reinstatement gives rise to an
Administrative Claim against Leap, the funds necessary to satisfy such claim shall not
diminish the
20
Leap General Unsecured Claim Cash Distribution or the Leap Creditor Trust Assets.
Reorganized Cricket means, on and after the Effective Date, Cricket (as reorganized pursuant to the Plan).
Reorganized Debtor(s) means, on and after the Effective Date, the Debtors as reorganized pursuant
to the Plan, as the case may be and, in each case, to the extent applicable. The
Reorganized Debtors will be comprised of Reorganized Leap, Reorganized Cricket, the
Reorganized License Holding Companies, the Reorganized Other Subsidiaries and the
Reorganized Property Holding Companies.
Reorganized Leap means, on and after the Effective Date, Leap (as reorganized pursuant to the Plan).
Reorganized Leap's assets will not include the assets comprising the Leap General
Unsecured Claim Cash Distribution or any of the assets to be transferred to the Leap
Creditor Trust, or any Claims against or Interests in Leap that are being discharged
under the Plan.
Reorganized License Holding
Companies means, on and after the Effective Date, the License Holding Companies (as reorganized
pursuant to the Plan).
Reorganized Other Subsidiaries means, on and after the Effective Date, the Other Subsidiaries (as reorganized
pursuant to the Plan).
Reorganized Property Holding
Companies means, on and after the Effective Date, the Property Holding Companies (as reorganized
pursuant to the Plan).
Scheduled Scheduled means set forth on the Schedules.
Schedules means the schedules of assets and liabilities filed by any Debtor pursuant to section
521 of the Bankruptcy Code and Bankruptcy Rule 1007, including any amendments and
modifications thereto through the Confirmation Date.
SEC means the United States Securities and Exchange Commission.
Secured Claim means any Claim secured by a Lien on collateral to the extent of the value of such
collateral, as determined in accordance with section 506(a) of the Bankruptcy Code,
or, in the event that such Claim is subject to setoff under section 553 of the
Bankruptcy Code, to the extent of such setoff.
21
Securities Claims means any Claim described in section 510(b) of the Bankruptcy Code.
Senior Notes Pledged Account means the account pledged by Leap pursuant to the Indenture for the benefit of the
Holders of the 12 1/2% Senior Notes pursuant to the Indenture.
Supplemental Bar Date means, August ___, 2003, the supplemental bar date established by the Court for the
Additional Parties.
Tax Refund means any federal, state or local tax refund received by any of the Debtors or
Reorganized Debtors with respect to any tax period ending prior to the Effective Date.
If any Debtor or Reorganized Debtor receives such a tax refund, prompt written notice
thereof shall be provided to the Informal Vendor Debt Committee, the Official
Committee and the Leap Creditor Trust Trustee. The Informal Vendor Debt Committee, the
Official Committee and the Leap Creditor Trust Trustee shall promptly endeavor to
resolve the question of who shall retain such tax refund. If the Informal Vendor Debt
Committee, the Official Committee and the Leap Creditor Trust Trustee cannot agree as
to who shall retain such tax refund within 30 days from the receipt of such refund by
the applicable Debtor or Reorganized Debtor, any of the Informal Vendor Debt
Committee, the Official Committee or the Leap Creditor Trust Trustee may File a motion
with the Court requesting the Court to determine who shall retain such tax refund.
Until such motion is resolved or the parties agree on who shall retain such tax
refund, notwithstanding any other provision of the Plan, the tax refund shall be held
in an escrow account and shall not be distributed to the Leap Creditor Trust or any
other Person. Upon resolution of the motion or agreement by the parties on who shall
retain such tax refund, such tax refund shall be transferred to the Reorganized
Debtors or the Leap Creditor Trust, as applicable, within 5 days following such
resolution or agreement, as the case may be.
UCC means the Uniform Commercial Code, as in effect and as modified or amended at any
relevant time.
Unimpaired means with reference to a Class of Claims, that the Class is not Impaired. An
Unimpaired Class is not entitled to vote on the Plan.
Vendor Debt Facilities means, collectively, the Ericsson Facility, the Lucent Facility and the Nortel
Facility.
Voting Agent means Poorman Douglas Inc.
22
Voting Deadline means the date on which Ballots must be received by the Voting Agent. For purposes
of the Plan, the Voting Deadline is [_________] at 4:00 p.m. West Coast Time, or, if
the Voting Deadline is extended by Court Order, the latest date on which a Ballot
will be accepted.
SECTION 2.02 INTERPRETATION AND COMPUTATION OF TIME
(a) Defined Terms.
Any term used in the Plan that is not defined in the Plan,
either in Article II (Definitions) or elsewhere, but that is used in the
Bankruptcy Code, the Bankruptcy Rules or the Local Bankruptcy Rules, shall have
the meaning assigned to that term in the Bankruptcy Code, the Bankruptcy Rules
or the Local Bankruptcy Rules, as the case may be.
(b) Rules Of Interpretation.
For purposes of the Plan: (a) whenever it appears appropriate
from the context, each term, whether stated in the singular or the plural, shall
include both the singular and the plural; (b) any reference in the Plan to a
contract, instrument, release or other agreement or document being in a
particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions; provided, however, that any change to such form, terms, or
conditions which is material to a party to such document shall not be made
without such party's consent; (c) any reference in the Plan to an existing
document or exhibit Filed or to be Filed means such document or exhibit, as it
may have been or (to the extent otherwise permitted, hereafter) may be amended,
modified or supplemented from time to time; (d) unless otherwise specified in a
particular reference, all references in the Plan to paragraphs, Articles and
Exhibits are references to paragraphs, Articles and Exhibits of or to the Plan;
(e) the words "herein," "hereof," "hereto," "hereunder" and others of similar
import refer to the Plan in its entirety rather than to only a particular
portion of the Plan; (f) captions and headings to Articles and paragraphs are
inserted for convenience of reference only and are not intended to be a part of
or to affect the interpretations of the Plan; (g) the rules of construction set
forth in section 102 of the Bankruptcy Code shall apply; (h) all exhibits to the
Plan are incorporated into the Plan, and shall be deemed to be included in the
Plan, provided that they are Filed no later than the conclusion of the
Confirmation Hearing; and (i) unless otherwise specified herein, the term
"Debtors" includes Leap, CCH, Cricket, the License Holding Companies, the
Property Holding Companies and the Other Subsidiaries.
(c) Time Periods.
In computing any period of time prescribed or allowed by the
Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.
ARTICLE III.
CLASSIFICATION OF CLAIMS AND INTERESTS
The following is a designation of the Classes of Claims and
Interests under the Plan. In accordance with section 1123(a)(1) of the
Bankruptcy Code, Administrative Claims and
23
Priority Tax Claims have not been classified and are excluded from the following
Classes. A Claim or Interest is classified in a particular Class only to the
extent that the Claim or Interest qualifies within the description of that
Class, and is classified in another Class or Classes to the extent that any
remainder of the Claim or Interest qualifies within the description of such
other Class or Classes, and only against the particular Debtor. A Claim or
Interest is classified in a particular Class only to the extent that the Claim
or Interest is an Allowed Claim or Allowed Interest in that Class and has not
been paid, released or otherwise satisfied before the Effective Date; a Claim or
Interest which is not an Allowed Claim or Allowed Interest is not in any Class.
A Disputed Claim or Disputed Interest, to the extent that it subsequently
becomes an Allowed Claim or Allowed Interest, shall be included in the Class for
which it would have qualified had it not been disputed. Notwithstanding anything
to the contrary contained in the Plan, no distribution shall be made on account
of any Claim or Interest which is not an Allowed Claim or an Allowed Interest.
Unless otherwise specified herein, each Debtor shall assume responsibility for
paying, satisfying or otherwise discharging all Allowed Claims against it and
shall not be responsible for paying, satisfying or otherwise discharging any
Claim against any other Debtor.
24
CLAIMS AGAINST AND INTERESTS IN LEAP
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Administrative Claims Paid in full in Cash by Leap on the Effective 100%
Date or as soon as practicable thereafter
(unless the Holder of a particular Claim
and Leap agree to less favorable
treatment), or in accordance with the
terms and conditions of transactions or
agreements relating to obligations
incurred in the ordinary course of
business during the pendency of the
Chapter 11 Cases.
- - Priority Tax Claims Paid in full in Cash by Leap on the Effective 100%
Date or as soon as practicable thereafter.
SECURED CLAIMS:
1A GLH Claim Impaired; on the Effective Date or as soon as 100%
practicable thereafter, GLH shall receive the
GLH Collateral.
1B 12 1/2% Senior Secured Unimpaired; on the Initial Distribution Date or 100%
Claim as soon as practicable thereafter, each Holder
of an Allowed 12 1/2% Senior Secured
Claim shall receive, on a Pro Rata basis,
the 12 1/2% Senior Secured Claim
Distribution (approximately $200,000
remaining in a pledged account).
1C Old Vendor Debt Claim Impaired; on the Initial Distribution Date, [36-43]%
each Holder of an Allowed Old Vendor Debt Claim
shall receive in full satisfaction, settlement,
release and discharge of and in exchange for
its Claim against Leap and its Estate, the
benefit of the Intercompany Releases, and on
the Effective Date or as soon as practicable
thereafter, on a Pro Rata basis, the Old Vendor
Debt Distribution.
25
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
2A et Other Secured Claims Unimpaired if paid in full in Cash or 100%
seq. Reinstated on the Effective Date or as soon as
practicable thereafter; Impaired if Holder of
Allowed Class 2A et seq. Claim receives
alternative treatment. Each Holder of an
Allowed Class 2A et seq. Claim shall, in the
discretion of the Debtor with the consent of
the Informal Vendor Debt Committee, receive any
one or a combination of any of the following:
(i) Cash in an amount equal to such Allowed
Class 2A et seq. Claim; (ii) deferred Cash
payments totaling at least the Allowed amount
of such Allowed Class 2A et seq. Claim, of a
value, as of the Effective Date, of at least
the value of such Holder's interest in the
Collateral securing the Allowed Class 2A et
seq. Claim; (iii) the Collateral securing such
Holder's Allowed Class 2A et seq. Claim;
(iv) payments or Liens amounting to the
indubitable equivalent of the value of such
Holder's interest in the Collateral securing
the Allowed Class 2A et seq. Claim;
(v) Reinstatement of such Allowed Class 2A et
seq. Claim; or (vi) such other treatment as the
Debtor and such Holder shall have agreed upon
in writing. The Debtor will make the foregoing
election and provide notice of such election to
the applicable Holder of an Allowed Class 2A et
seq. Claim no later than 14 days prior to the
Voting Deadline. To the extent the Debtor
elects clause (i), (ii), (iv), (v) or (vi)
above, any liability associated with such
treatment shall be satisfied by assets other
than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim
Equity Distribution or any assets to be
transferred to the Leap Creditor Trust.
26
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
UNSECURED CLAIMS:
3 Priority Claims Unimpaired; paid in full by Leap on or before 100%
the later of (i) the Effective Date or as soon
as practicable thereafter, (ii) the date such
Claim becomes an Allowed Claim and (iii) the
date that such Claim would be paid in
accordance with the terms and conditions of any
agreements or understandings relating thereto
between Leap and the Holder of such Claim.
4 General Unsecured Claims Impaired; each Holder of an Allowed Class 4 14%
Claim to receive a Pro Rata distribution of
beneficial interests in the Leap Creditor
Trust.
4A Subordinated General Impaired; each Holder of an Allowed Class 4A 0%
Unsecured Claims of MCG Claim to receive no Cash or property on account
PCS, Inc. of such Claim.
5 Intercompany Claims Impaired; each Holder of an Allowed Class 5 0%
Claim to receive the Intercompany Release as of
the Initial Distribution Date.
6 Old Leap Common Stock Impaired; each Holder of an Allowed Class 6 0%
and Securities Claims Interest to receive no Cash or property on
against Leap account of such Interest.
7 Old Stock Rights in Leap Impaired; each Holder of an Allowed Class 7 0%
and All Claims Arising Interest to receive no Cash or property on
Out of Such Old Stock account of such Interest.
Rights
27
CLAIMS AGAINST AND INTERESTS IN CCH
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Administrative Paid in full in Cash by CCH on the Effective 100%
Claims Date or as soon as practicable thereafter
(unless the Holder of a particular Claim
and CCH agree to some other treatment),
or in accordance with the terms and
conditions of transactions or agreements
relating to obligations incurred in the
ordinary course of business during the
pendency of the Chapter 11 Cases.
- - Priority Tax Claims Paid in full in Cash by CCH on the Effective 100%
Date or as soon as practicable thereafter.
SECURED CLAIMS:
1A Old Vendor Debt Claim Impaired; on the Effective Date or as soon as [36-43]%
practicable thereafter, each Holder of an
Allowed Old Vendor Debt Claim shall receive, on
a Pro Rata basis, the Old Vendor Debt
Distribution.
2A et Other Secured Unimpaired if paid in full in Cash or 100%
seq. Claims Reinstated on the Effective Date or as soon as
practicable thereafter; Impaired if Holder of
Allowed Class 2A et seq. Claim receives
alternative treatment. Each Holder of an
Allowed Class 2A et seq. Claim shall, in the
discretion of the Debtor with the consent of
the Informal Vendor Debt Committee, receive any
one or a combination of any of the following:
(i) Cash in an amount equal to such Allowed
Class 2A et seq. Claim; (ii) deferred Cash
payments totaling at least the Allowed amount
of such Allowed Class 2A et seq. Claim, of a
value, as of the Effective Date, of at least
the value of such Holder's interest in the
Collateral securing the Allowed Class 2A et
seq. Claim; (iii) the Collateral securing such
Holder's
28
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
Allowed Class 2A et seq. Claim;
(iv) payments or Liens amounting to the
indubitable equivalent of the value of such
Holder's interest in the Collateral securing
the Allowed Class 2A et seq. Claim;
(v) Reinstatement of such Class 2A et seq.
Claim; or (vi) such other treatment as the
Debtor and such Holder shall have agreed upon
in writing. The Debtor will make the foregoing
election and provide notice of such election to
the applicable Holder of an Allowed Class 2A et
seq. Claim no later than 14 days prior to the
Voting Deadline. To the extent the Debtor
elects clause (i), (ii), (iv), (v) or (vi)
above, any liability associated with such
treatment shall be satisfied by assets other
than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim
Equity Distribution or any assets to be
transferred to the Leap Creditor Trust.
UNSECURED CLAIMS:
3 Priority Claims Unimpaired; paid in full by CCH on or before 100%
the later of (i) the Effective Date or as soon
as practicable thereafter, (ii) the date such
Claim becomes an Allowed Claim and (iii) the
date that such Claim would be paid in
accordance with the terms and conditions of any
agreements or understandings relating thereto
between CCH and the Holder of such Claim.
4 General Unsecured Impaired; each Holder of an Allowed Class 4 0%
Claims Claim shall receive no Cash or property on
account of such Claim.
5 Intercompany Impaired; each Holder of an Allowed Class 5 0%
Claims Claim to receive the Intercompany Release as of
the Initial Distribution Date.
29
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
6 Old CCH Common Stock and Impaired; on the Effective Date, CCH shall be 0%
Securities Claims merged into Cricket.
against CCH
7 Old Stock Rights in CCH Impaired; each Holder of an Allowed Class 7 0%
and All Claims Arising Interest shall receive no Cash or property on
Out of Such Old Stock account of such Interest.
Rights
CLAIMS AGAINST AND INTERESTS IN CRICKET
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Administrative Paid in full in Cash by Reorganized Cricket on 100%
Claims the Effective Date or as soon as
practicable thereafter (unless the Holder
of a particular Claim and Cricket agree to
some other treatment), or in accordance
with the terms and conditions of
transactions or agreements relating to
obligations incurred in the ordinary
course of business during the pendency of
the Chapter 11 Case.
- - Priority Tax Claims At the option of Reorganized Cricket either 100%
(i) Reinstated, (ii) paid in full in Cash by
Reorganized Cricket on the Effective Date or as
soon as practicable thereafter, or (iii) paid
over a six-year period from the date of
assessment, as provided in Section 1129(a)(9)(C)
of the Bankruptcy Code with interest payable at
a rate of 8 1/4% per annum or as otherwise
established by the Court.
SECURED CLAIMS:
1A Old Vendor Debt Claims Impaired; on the Effective Date or as soon as [36-43]%
practicable thereafter, each Holder of an
Allowed Old Vendor Debt Claim shall receive, on
a Pro Rata basis, the Old Vendor Debt
Distribution.
30
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
2A et Other Secured Claims Unimpaired if paid in full in Cash or Reinstated 100%
seq. on the Effective Date or as soon as practicable
thereafter; Impaired if Holder of Allowed
Class 2A et seq. Claim receives alternative
treatment. Each Holder of an Allowed Class 2A
et seq. Claim shall, in the discretion of the
Debtor with the consent of the Informal Vendor
Debt Committee, receive any one or a combination
of any of the following: (i) Cash in an amount
equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least
the Allowed amount of such Allowed Class 2A et
seq. Claim, of a value, as of the Effective
Date, of at least the value of such Holder's
interest in the Collateral securing the Allowed
Class 2A et seq. Claim; (iii) the Collateral
securing such Holder's Allowed Class 2A et seq.
Claim; (iv) payments or Liens amounting to the
indubitable equivalent of the value of such
Holder's interest in the Collateral securing the
Allowed Class 2A et seq. Claim;
(v) Reinstatement of such Class 2A et seq.
Claim; or (vi) such other treatment as the
Debtor and such Holder shall have agreed upon in
writing. The Debtor will make the foregoing
election and provide notice of such election to
the applicable Holder of an Allowed Class 2A et
seq. Claim no later than 10 days prior to the
Voting Deadline.
UNSECURED CLAIMS:
3 Priority Claims Unimpaired; paid in full by Reorganized Cricket 100%
on or before the later of (i) the Effective Date
or as soon as practicable thereafter, (ii) the
date such Claim becomes an Allowed Claim and
(iii) the date that such Claim would be paid in
31
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
accordance with the terms and conditions of any
agreements or understandings relating thereto
between Cricket and the Holder of such Claim.
4 General Unsecured Claims Impaired; each Holder of an Allowed Class 4 0%
Claim shall receive on a Pro Rata basis its
share of the Cricket General Unsecured Creditor
Distribution.
5 Intercompany Claims Impaired; each Holder of an Allowed Class 5 0%
Claim shall receive the Intercompany Release as
of the Initial Distribution Date.
6 Old Common Stock of Impaired; each Holder of an Allowed Class 6 0%
Cricket and Securities Interest shall receive no Cash or property on
Claims against Cricket account of such Interest.
7 Old Stock Rights in Impaired; each Holder of an Allowed Class 7 0%
Cricket and All Claims Interest shall receive no Cash or property on
Arising Out of Such Old account of such Interest.
Stock Rights
CLAIMS AGAINST AND INTERESTS IN LICENSE HOLDING COMPANIES (APPLICABLE TO EACH
LICENSE HOLDING COMPANY)
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Administrative Paid in full in Cash by the applicable 100%
Claims Reorganized License Holding Company on
the Effective Date or as soon as
practicable thereafter (unless the Holder
of a particular Claim and the applicable
License Holding Company agree to some
other treatment), or in accordance with
the terms and conditions of transactions
or agreements relating to obligations
incurred in the ordinary course of
business during the pendency of the
Chapter 11 Cases.
32
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Priority Tax Claims Paid in full in Cash by the applicable 100%
Reorganized License Holding Company on the
Effective Date or as soon as practicable
thereafter.
SECURED CLAIMS:
1A Old Vendor Debt Claim Impaired; on the Effective Date or as soon as [36-43]%
practicable thereafter, each Holder of an
Allowed Old Vendor Debt Claim shall receive, on
a Pro Rata basis, the Old Vendor Debt
Distribution.
1B FCC Claims On the Effective Date or as soon thereafter as 100%
practicable, the Holder of the FCC Claims shall
be Reinstated. The Holder of the FCC Claims
will be deemed Unimpaired.
2A et Other Secured Claims Unimpaired if paid in full in Cash or 100%
seq. Reinstated on the Effective Date or as soon as
practicable thereafter; Impaired if Holder of
Allowed Class 2A et seq. Claim receives
alternative treatment. Each Holder of an
Allowed Class 2A et seq. Claim shall, in the
discretion of the Debtor with the consent of
the Informal Vendor Debt Committee, receive any
one or a combination of any of the following:
(i) Cash in an amount equal to such Allowed
Class 2A et seq. Claim; (ii) deferred Cash
payments totaling at least the Allowed amount
of such Allowed Class 2A et seq. Claim, of a
value, as of the Effective Date, of at least
the value of such Holder's interest in the
Collateral securing the Allowed Class 2A et
seq. Claim; (iii) the Collateral securing such
Holder's Allowed Class 2A et seq. Claim;
(iv) payments or Liens amounting to the
indubitable equivalent of the value of such
Holder's interest in the Collateral securing
the Allowed Class 2A et seq. Claim;
(v) Reinstatement of such
33
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
Class 2A et seq. Claim; or (vi) such other
treatment as the Debtor and such Holder shall
have agreed upon in writing. The Debtor will
make the foregoing election and provide notice
of such election to the applicable Holder of an
Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent
the Debtor elects clause (i), (ii), (iv), (v) or
(vi) above, any liability associated with such
treatment shall be satisfied by assets other
than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim
Equity Distribution or any assets to be
transferred to the Leap Creditor Trust.
UNSECURED CLAIMS:
3 Priority Claims Unimpaired; paid in full by the applicable 100%
Reorganized License Holding Company on or
before the later of (i) the Effective Date or
as soon as practicable thereafter, (ii) the
date such Claim becomes an Allowed Claim and
(iii) the date that such Claim would be paid in
accordance with the terms and conditions of any
agreements or understandings relating thereto
between the applicable License Holding Company
and the Holder of such Claim.
4 General Unsecured Claims Impaired; each Holder of an Allowed Class 4 0%
Claim to receive no Cash or property on account
of such Claims.
5 Intercompany Claims Impaired; each Holder of an Allowed Class 5 0%
Claim to receive the Intercompany Release as of
the Initial Distribution Date.
34
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
6 Old License Holding Impaired; each Holder of an Allowed Class 6 0%
Company Common Stock Interest shall retain no Cash or property on
and Securities Claims account of such Interest.
Against License Holding
Company
7 Old Stock Rights in Impaired; each Holder of an Allowed Class 7 0%
License Holding Company Interest shall receive no Cash or property on
and All Claims Arising account of such Interest.
Out of Such Old Stock
Rights
CLAIMS AGAINST AND INTERESTS IN PROPERTY HOLDING COMPANIES (APPLICABLE TO EACH
PROPERTY HOLDING COMPANY)
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Administrative Paid in full in Cash by the applicable 100%
Claims Reorganized Property Holding Company on
the Effective Date or as soon as
practicable thereafter (unless the Holder
of a particular Claim and the applicable
Property Holding Company agree to some
other treatment), or in accordance with
the terms and conditions of transactions
or agreements relating to obligations
incurred in the ordinary course of
business during the pendency of the
Chapter 11 Cases.
- - Priority Tax Claims Paid in full in Cash by the applicable 100%
Reorganized Property Holding Company on the
Effective Date or as soon as practicable
thereafter.
SECURED CLAIMS:
1A Old Vendor Debt Claims Impaired; on the Effective Date or as soon as [36-43]%
practicable thereafter, each Holder of an
Allowed Old Vendor Debt Claim shall receive, on
a Pro Rata basis,
35
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
the Old Vendor Debt Distribution.
2A et Other Secured Claims Unimpaired if paid in full in Cash or 100%
seq. Reinstated on the Effective Date or as soon as
practicable thereafter; Impaired if Holder of
Allowed Class 2A et seq. Claim receives
alternative treatment. Each Holder of an
Allowed Class 2A et seq. Claim shall, in the
discretion of the Debtor with the consent of
the Informal Vendor Debt Committee, receive any
one or a combination of any of the following:
(i) Cash in an amount equal to such Allowed
Class 2A et seq. Claim; (ii) deferred Cash
payments totaling at least the Allowed amount
of such Allowed Class 2A et seq. Claim, of a
value, as of the Effective Date, of at least
the value of such Holder's interest in the
Collateral securing the Allowed Class 2A et
seq. Claim; (iii) the Collateral securing such
Holder's Allowed Class 2A et seq. Claim;
(iv) payments or Liens amounting to the
indubitable equivalent of the value of such
Holder's interest in the Collateral securing
the Allowed Class 2A et seq. Claim;
(v) Reinstatement of such Class 2A et seq.
Claim; or (vi) such other treatment as the
Debtor and such Holder shall have agreed upon
in writing. The Debtor will make the foregoing
election and provide notice of such election to
the applicable Holder of an Allowed Class 2A et
seq. Claim no later than 14 days prior to the
Voting Deadline.
36
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
UNSECURED CLAIMS:
3 Priority Claims Unimpaired; paid in full by the applicable 100%
Reorganized Property Holding Company on or
before the later of (i) the Effective Date or
as soon as practicable thereafter, (ii) the
date such Claim becomes an Allowed Claim and
(iii) the date that such Claim would be paid in
accordance with the terms and conditions of any
agreements or understandings relating thereto
between the applicable Property Holding Company
and the Holder of such Claim.
4 General Unsecured Impaired; each Holder of an Allowed Class 4 0%
Claims Claim to receive no Cash or property on account
of such Claim.
5 Intercompany Impaired; each Holder of an Allowed Class 5 0%
Claims Claim to receive the Intercompany Release as of
the Initial Distribution Date.
6 Old Property Holding Impaired; each Holder of an Allowed Class 6 0%
Company Common Stock Interest shall receive no Cash or property on
and Securities Claims account of such Interest.
Against Property
Holding Company
7 Old Stock Rights in Impaired; each Holder of an Allowed Class 7 0%
Property Holding Interest shall receive no Cash or property on
Company and All Claims account of such Interest.
Arising Out of Such Old
Stock Rights
37
CLAIMS AGAINST AND INTERESTS IN OTHER SUBSIDIARIES (APPLICABLE TO EACH OTHER
SUBSIDIARY)
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
- - Administrative Paid in full in Cash by the applicable 100%
Claims Reorganized Other Subsidiary on the
Effective Date or as soon as practicable
thereafter (unless the Holder of a
particular Claim and the applicable Other
Subsidiary agree to some other
treatment), or in accordance with the
terms and conditions of transactions or
agreements relating to obligations
incurred in the ordinary course of
business during the pendency of the
Chapter 11 Cases.
- - Priority Tax Claims Paid in full in Cash by the applicable 100%
Reorganized Other Subsidiary on the Effective
Date or as soon as practicable thereafter.
SECURED CLAIMS:
1A et Other Secured Unimpaired if paid in full in Cash or 100%
seq. Claims Reinstated on the Effective Date or as soon as
practicable thereafter; Impaired if Holder of
Allowed Class 1A et seq. Claim receives
alternative treatment. Each Holder of an
Allowed Class 1A et seq. Claim shall, in the
discretion of the Debtor with the consent of
the Informal Vendor Debt Committee, receive any
one or a combination of any of the following:
(i) Cash in an amount equal to such Allowed
Class 1A et seq. Claim; (ii) deferred Cash
payments totaling at least the Allowed amount
of such Allowed Class 1A et seq. Claim, of a
value, as of the Effective Date, of at least
the value of such Holder's interest in the
Collateral securing the Allowed Class 1A et
seq. Claim; (iii) the Collateral securing such
Holder's Allowed Class 1A et seq. Claim;
(iv) payments or Liens amounting to the
indubitable equivalent of the value of such
Holder's interest in the Collateral
38
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
securing the Allowed Class 1A et seq. Claim;
(v) Reinstatement of such Class 1A et seq.
Claim; or (vi) such other treatment as the
Debtor and such Holder shall have agreed upon
in writing. The Debtor will make the foregoing
election and provide notice of such election to
the applicable Holder of an Allowed Class 1A et
seq. Claim no later than 14 days prior to the
Voting Deadline. To the extent the Debtor
elects clause (i), (ii), (iv), (v) or (vi)
above, any liability associated with such
treatment shall be satisfied by assets other
than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim
Equity Distribution or any assets to be
transferred to the Leap Creditor Trust.
UNSECURED CLAIMS:
2 Priority Claims Unimpaired; paid in full by the applicable 100%
Reorganized Other Subsidiary on or before the
later of (i) the Effective Date or as soon as
practicable thereafter, (ii) the date such
Claim becomes an Allowed Claim and (iii) the
date that such Claim would be paid in
accordance with the terms and conditions of any
agreements or understandings relating thereto
between the applicable Other Subsidiary and the
Holder of such Claim.
3 General Unsecured Impaired; each Holder of an Allowed Class 3 0%
Claims Claim to receive no Cash or property on account
of such Claims.
4 Intercompany Impaired; each Holder of an Allowed Class 4 0%
Claims Claim to receive the Intercompany Release as of
the Initial Distribution Date.
39
TYPE OF ALLOWED ESTIMATED
CLASS CLAIM OR INTEREST TREATMENT RECOVERY
- ----- ----------------------- ----------------------------------------------- ---------
5 Old Other Subsidiary Impaired; each Holder of an Allowed Class 5 0%
Common Stock and Interest shall receive no Cash or property on
Securities Claims account of such Interest.
Against Other
Subsidiary
6 Old Stock Rights in Impaired; each Holder of an Allowed Class 6 0%
Other Subsidiary and Interest shall receive no Cash or property on
All Claims Arising Out account of such Interest.
of Such Old Stock
Rights
GENERAL PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS
SECTION 3.01 UNCLASSIFIED CLAIMS (APPLICABLE TO ALL DEBTORS)
(a) Administrative Claims.
(i) General.
Subject to (x) the bar date provisions herein and (y)
additional requirements for professionals and certain other entities set forth
below, each of the Reorganized Debtors, as applicable, shall pay to each Holder
of an Allowed Administrative Claim, on account of its Administrative Claim and
in full satisfaction thereof, Cash equal to the Allowed amount of such
Administrative Claim on the Effective Date or as soon as practicable thereafter,
unless the Holder agrees or shall have agreed to other treatment of such Claim.
Payment on an Administrative Claim which arose in the ordinary course of each
Debtor's business will not be made until such payment would have become due in
the ordinary course of each Debtor's business or under the terms of the Claim in
the absence of the Chapter 11 Cases.
(ii) Payment Of Statutory Fees.
On or before the Effective Date, all fees payable pursuant to
28 U.S.C. Section 1930 shall be paid in Cash equal to the amount of such
Administrative Claim. The Debtors will pay quarterly fees to the U.S. Trustee
until entry of a final decree. In addition, the Debtors will file
post-Confirmation quarterly reports in conformance with the U.S. Trustee
Guidelines. The U.S. Trustee shall not be required to File a request for payment
of its quarterly fees, which will be deemed Administrative Claims against the
Debtors and their Estates.
(iii) Bar Date For Administrative Claims.
1) General Provisions.
Except for Administrative Claims of professionals requesting
compensation or reimbursement of expenses, which are addressed in Section
3.01(a)(iii)(2) below, and except as
40
otherwise provided below, for (i) non-tax liabilities incurred in the ordinary
course of business by each Debtor in Possession and (ii) Postpetition Tax
Claims, requests for payment of Administrative Claims must be Filed and served
on counsel for each of the Reorganized Debtors no later than (x) thirty (30)
days after the Effective Date, or (y) such later date, if any, as the Court
shall order upon application made prior to the end of such 30-day period.
Holders of Administrative Claims (including, without limitation, the Holders of
any Claims for federal, state or local taxes, but excluding claims of
professionals requesting compensation or reimbursement of expenses) that are
required to File a request for payment of such Claims and that do not File such
requests by the applicable bar date shall be forever barred from asserting such
Claims against any of the Debtors or the Reorganized Debtors or any of their
respective properties.
2) Professionals.
(A) All professionals or other Persons
requesting compensation or
reimbursement of expenses pursuant
to any of sections 327, 328, 330,
331, 503(b) and 1103 of the
Bankruptcy Code for services
rendered on or before the Effective
Date (including, inter alia, any
compensation requested by any
professional or any other Person
for making a substantial
contribution in the Bankruptcy
Cases) shall File and serve on each
of the Reorganized Debtors, the
Informal Vendor Debt Committee and
the Official Committee an
application for final allowance of
compensation and reimbursement of
expenses no later than (i) sixty
(60) days after the Effective Date,
or (ii) such later date as the
Court shall order upon application
made prior to the end of such
60-day period. All compensation and
reimbursement of expenses for
professionals incurred by or on
behalf of Leap shall be paid for by
Leap. All compensation and
reimbursement of expenses for
professionals incurred by or on
behalf of Debtors other than Leap
shall be paid for by Cricket.
(B) Objections to applications of
professionals or other Persons for
compensation or reimbursement of
expenses must be Filed and served
on the Reorganized Debtors, counsel
for the Reorganized Debtors, the
Informal Vendor Debt Committee, the
Official Committee and the
professionals to whose application
the objections are addressed on or
before (i) sixty (60) days after
such application is Filed and
served or (ii) such later date as
the Court shall order upon
application made prior to the end
of such 60-day period or upon
agreement between
41
the Reorganized Debtors and the
affected professional.
(C) On or prior to the Confirmation
Date, each professional seeking
compensation or reimbursement under
section 327, 328, 330, 331, 503(b),
or 1103 of the Bankruptcy Code
shall provide the Reorganized
Debtors, the Informal Vendor Debt
Committee and the Official
Committee with a non-binding,
written estimate of the amount of
its requested compensation and
reimbursement through the Effective
Date. On the Effective Date,
Reorganized Cricket shall establish
a reserve for professionals
providing services to Debtors other
than Leap (the "Professional Claims
Reserve") in an amount equal to the
aggregate amount of such estimated
compensation or reimbursements,
unless otherwise previously paid by
the Debtors. The funds in the
Professional Claims Reserve shall
be used solely for the payment of
Allowed professional fee claims for
professionals providing services to
Debtors other than Leap. If an
applicable professional fails to
submit an estimate of its fees in
accordance with this section, the
Reorganized Debtors shall not pay
such professional's Allowed
professional fee claim from the
Professional Claims Reserve but
rather shall pay such claim from
any other source available to such
Reorganized Debtors. The foregoing
notwithstanding, if an applicable
professional submits a non-binding,
written estimate of his or her fees
and reimbursable expenses in
accordance with this section, under
no circumstances shall such
submission be construed to limit
the source of such professional's
compensation and reimbursement
solely to the funds set aside in
the Professional Claims Reserve,
nor shall such submission be
construed as a maximum or cap on
the amount of compensation and
expense reimbursement ultimately
payable to such professional.
(D) Any professional fees and
reimbursements or expenses incurred
by the Reorganized Debtors
subsequent to the Effective Date
may be paid by the Reorganized
Debtors without application to or
Order of the Court. The costs of
the Leap Creditor Trust, including
without limitation, the fees and
expenses of the Leap Creditor Trust
Trustee and any
42
professionals retained by the Leap
Creditor Trust Trustee, shall be
borne entirely by the Leap Creditor
Trust.
(iv) Reserve for Leap Administrative and
Priority Claims.
In connection with the Leap General Unsecured Claim Cash
Distribution, prior to the Initial Distribution Date, Leap shall establish an
appropriate reserve in an amount to be agreed upon by Leap and the Official
Committee, and reasonably satisfactory to the Informal Vendor Debt Committee, to
satisfy Allowed Administrative Claims against Leap through and including the
Effective Date (including Claims for compensation and reimbursement of expenses
by professionals providing services to Leap) and Allowed Priority Claims against
Leap. If and to the extent that such reserves are insufficient to satisfy all
such Allowed Administrative Claims against Leap and Allowed Priority Claims
against Leap, such Claims shall be satisfied by any assets transferred or
transferable to the Leap Creditor Trust that have not then been distributed to
holders of beneficial interests in the Leap Creditor Trust. Following the
Effective Date, after the satisfaction of all Allowed Administrative Claims and
Allowed Priority Claims against Leap and the resolution of all Disputed
Administrative Claims and Disputed Priority Claims against Leap, any remaining
Cash held in such reserve by Reorganized Leap will be distributed to the Leap
Creditor Trust. Under no circumstances shall Reorganized Leap, Cricket or any
other Debtor or Reorganized Debtor be liable in any way for any Claims against
Leap, including such Allowed Administrative Claims and Allowed Priority Claims.
3) Ordinary Course Liabilities.
Holders of Administrative Claims based on liabilities incurred
post-petition in the ordinary course of the Debtors' business (other than Claims
of governmental units for taxes or Claims and/or penalties related to such
taxes) shall not be required to File any request for payment of such Claims.
Such Administrative Claims shall be assumed and paid by Reorganized Debtors, as
appropriate, pursuant to the terms and conditions of the particular transaction
giving rise to such Administrative Claim, without any further action by the
Holders of such Claims.
4) Tax Claims.
All requests for payment of Postpetition Tax Claims, for which
no bar date has otherwise been previously established, must be Filed on or
before the later of (i) sixty (60) days following the Effective Date; and (ii)
120 days following the filing of the tax return for such taxes for such tax year
or period with the applicable governmental unit. Any Holder of any Postpetition
Tax Claim that is required to File a request for payment of such taxes and that
does not File such a Claim by the applicable bar date shall be forever barred
from asserting any such Postpetition Tax Claim against any of the Debtors or
Reorganized Debtors, or any of their respective properties, whether any such
Postpetition Tax Claim is deemed to arise prior to, on, or subsequent to, the
Effective Date. The Debtors are paying all Postpetition Tax Claims as they come
due; however, certain taxing authorities conduct audits which may result in a
postpetition tax liability of which the Debtors are currently unaware.
(b) Treatment Of Priority Tax Claims.
43
Except as otherwise agreed to by the Reorganized Debtors and
the applicable taxing agency, the Reorganized Debtors, as appropriate, shall pay
to each Holder of an Allowed Priority Tax Claim deferred Cash payments, over a
period not exceeding six years from the date of assessment of such Claim, in an
aggregate amount equal to the amount of such Allowed Priority Tax Claim, plus
interest from the Effective Date on the unpaid portion of such Allowed Priority
Tax Claim (without penalty of any kind) at the rate prescribed below. Payment of
the amount of each such Allowed Priority Tax Claim shall be made in equal
semiannual installments payable on June 1 and December 1, with the first
installment due on June 1 or December 1 after the latest of: (a) the Effective
Date, (b) 30 days after the date on which an Order allowing such Priority Tax
Claim becomes a Final Order, and (c) such other time or times as may be agreed
to by the Holder of such Claim and the applicable Reorganized Debtor. Each
installment shall include interest on the unpaid portion of such Allowed
Priority Tax Claim, without penalty of any kind, at the rate of 8 1/4% per annum
or as otherwise established by the Court; provided, however, that the
Reorganized Debtors, as appropriate, shall have the right to pay any Allowed
Priority Tax Claim, or any remaining balance of such Claim, in full, at any time
on or after the Effective Date, without premium or penalty of any kind.
SECTION 3.02 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN LEAP
Leap Class 1A - GLH Claim. On the Effective Date, or as soon
as practicable thereafter, the Holder of the Class 1A GLH Claim shall, in full
satisfaction, settlement, release and discharge of and in exchange for such
Secured Claim, receive the GLH Collateral. The Holder of the Allowed Secured
Claim in Class 1A shall be Impaired and entitled to vote to accept or reject the
Plan.
Leap Class 1B - 12 1/2% Senior Secured Claim. On the Initial
Distribution Date, or as soon as practicable thereafter, each Holder of a Class
1B 12 1/2% Senior Secured Claim shall receive, in full satisfaction, settlement,
release and discharge of and in exchange for its Claim, on a Pro Rata basis, the
12 1/2% Senior Secured Claim Distribution (approximately $200,00 in the
aggregate). In addition, by order entered by the Court on April 18, 2003, each
Holder of a Class 1B 12 1/2% Senior Secured Claim, received, on a Pro Rata
basis, the Cash in the Senior Notes Pledged Account reflecting the amount of
interest owing as of April 15, 2003. Leap Class 1B is Unimpaired and shall be
deemed to have voted to accept the Plan.
Leap Class 1C - Old Vendor Debt Claim. The Holders of Old
Vendor Debt have secured claims against Leap and its Estate because Leap pledged
the stock of substantially all of the License Holding Companies owned by Leap as
security for the Old Vendor Debt. On the Initial Distribution Date, each Holder
of a Class 1C Old Vendor Debt Claim shall, in full satisfaction, settlement,
release and discharge of and in exchange for its Claim against Leap and its
Estate, receive, the benefit of the Intercompany Releases, and on the Effective
Date or as soon as practicable thereafter, on a Pro Rata basis, the Old Vendor
Debt Distribution. Leap Class 1C is Impaired and shall be entitled to vote to
accept or reject the Plan.
Leap Class 2A et seq. - Other Secured Claims. Class 2A et seq.
consists of all other Secured Claims against Leap. Leap currently believes that,
as of the Petition Date, Wells Fargo Bank, N.A., Travelers Casualty & Surety Co.
of America and GE Capital Financial held certificates of deposit or money market
funds to secure obligations under letters of credit, surety bonds and employee
credit cards, respectively. Leap expects that the claims of the foregoing
44
Class 2A, 2B and 2C members shall be Reinstated. Leap Class 2A, 2B and 2C Claims
are Unimpaired and shall be deemed to have voted to accept the Plan.
This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2D, CLASS 2E, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment
shall be satisfied by assets other than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim Equity Distribution or any assets
to be transferred to the Leap Creditor Trust.
Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.
Leap Class 3 - Priority Claims. The Plan provides that unless
otherwise agreed to by Leap and the applicable Holder of a Claim, each Holder of
an Allowed Claim in Class 3 will be paid the Allowed Amount of such Claim in
full in Cash by Leap on or before the later of (i) the Effective Date or as soon
as practicable thereafter, (ii) the date such Claim becomes an Allowed Claim and
(iii) the date that such Claim would be paid in accordance with any terms and
conditions of any agreements or understandings relating thereto between Leap and
the Holder of such Claim. Allowed Claims in Class 3 are Unimpaired under the
Plan and the Holders of Allowed Claims in Class 3 will be deemed to have
accepted the Plan.
Leap Class 4 - General Unsecured Claims. On the Initial
Distribution Date, each Holder of an Allowed Class 4 Claim shall, in full
satisfaction, settlement, release, discharge of and in exchange for such Claim
(except as otherwise provided in the Plan), receive a Pro Rata distribution of
beneficial interests in the Leap Creditor Trust and the Leap Creditor Trust
shall receive the Leap General Unsecured Claim Cash Distribution. On the
Effective Date, Reorganized Leap shall transfer to the Leap Creditor Trust the
Leap General Unsecured Claim Equity Distribution (for Distribution to the
Holders) and the Leap Creditor Trust Assets. After the satisfaction of all
Allowed Administrative Claims and Priority Claims against Leap, any remaining
Cash held in reserve by Reorganized Leap will be distributed to the Leap
Creditor
45
Trust. If any Leap Creditor Trust Assets are converted to Cash on or after the
Initial Distribution Date but prior to the Effective Date, the Cash proceeds
shall be transferred to the Leap Creditor Trust as soon as practicable upon such
monetization, notwithstanding the fact that the Effective Date has not occurred.
Class 4 is Impaired and therefore entitled to vote to accept or reject the Plan.
Leap Class 4A - Subordinated General Unsecured Claims of MCG
PCS, Inc. Leap will file a motion with the Court seeking to subordinate the
General Unsecured Claims of MCG PCS, Inc. because such Claims arose in
connection with the purchase and sale of an equity security of Leap. If MCG
PCS's Claims are subordinated, all Allowed Class 4 Claims against Leap would
have to be paid in full prior to any payments to satisfy the Allowed Class 4A
Claims of MCG PCS, Inc. Because Allowed Class 4 Claims against Leap will not be
paid in full under the Plan, each Holder of an Allowed Class 4A Claim shall not
receive any property or Cash under the Plan on account of such Claims. Class 4A
is Impaired under the Plan and deemed to have voted to reject the Plan. If the
Court determines by Final Order that MCG PCS's General Unsecured Claims should
not be subordinated, MCG PCS and its General Unsecured Claims will be treated as
a member of Leap Class 4 to the extent such Claims are Allowed.
Leap Class 5 - Intercompany Claim. Each Holder of an Allowed
Class 5 Claim shall, in full satisfaction, settlement, release, discharge of and
in exchange for such Claim, receive the Intercompany Release on account of such
Claim as of the Initial Distribution Date. Class 5 is Impaired under the Plan
and therefore entitled to vote to accept or reject the Plan.
Leap Class 6 - Old Leap Common Stock and Securities Claims
Against Leap. Each Holder of an Allowed Class 6 Interest shall not receive or
retain any property or Cash under the Plan on account of such Interest. Class 6
is Impaired under the Plan and deemed to have voted to reject the Plan.
Leap Class 7 - Interests of Holders of Old Stock Rights and
All Claims Arising Out of Such Old Stock Rights. Each Holder of an Allowed Class
7 Interest shall not receive or retain any property or Cash under the Plan on
account of such Interest. Class 7 is Impaired under the Plan and deemed to have
voted to reject the Plan.
SECTION 3.03 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN CCH
CCH Class 1A - Old Vendor Debt Claim. On the Effective Date,
or as soon as practicable thereafter, each Holder of an Allowed Class 1A Claim
shall, in full satisfaction, settlement, release, discharge of and in exchange
for such Claim, receive a Pro Rata share of the Old Vendor Debt Distribution.
Class 1A is Impaired and entitled to vote to accept or reject the Plan.
CCH Class 2A et seq. - Other Secured Claims. Class 2A et seq.
consists of all other Secured Claims against CCH. CCH currently does not believe
any such Holders exist.
This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt
46
Committee, receive, in full satisfaction, settlement, release and discharge of
and in exchange for its Claim, any one or a combination of any of the following:
(i) Cash in an amount equal to such Allowed Class 2A et seq. Claim; (ii)
deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment
shall be satisfied by assets other than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim Equity Distribution or any assets
to be transferred to the Leap Creditor Trust.
Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.
CCH Class 3 - Priority Claims. Unless otherwise agreed to by
CCH and the applicable Holder of a Claim, each Holder of an Allowed Claim in
Class 3 will, in full satisfaction, settlement, release, discharge of and in
exchange for such Claim, be paid the Allowed Amount of such Claim in full in
Cash by Reorganized CCH on or before the later of (i) the Effective Date or as
soon as practicable thereafter, (ii) the date such Claim becomes an Allowed
Claim and (iii) the date that such Claim would be paid in accordance with any
terms and conditions of any agreements or understandings relating thereto
between CCH and the Holder of such Claim. Allowed Claims in Class 3 are
Unimpaired under the Plan and the Holders of Allowed Claims in Class 3 will be
deemed to have accepted the Plan.
CCH Class 4 - General Unsecured Claims. Holders of Allowed
Class 4 Claims shall not receive any property or Cash on account of such Claims.
Class 4 is Impaired under the Plan and deemed to have voted to reject the Plan.
CCH Class 5 - Intercompany Claim. Each Holder of an Allowed
Class 5 Claim shall, in full satisfaction, settlement, release, discharge of and
in exchange for such Claim, receive the Intercompany Release on account of such
Claim as of the Initial Distribution Date. Class 5 is Impaired under the Plan
and therefore entitled to vote to accept or reject the Plan.
CCH Class 6 - Old Common Stock of CCH and Securities Claims.
Holders of Allowed Class 6 Interests shall not receive any property or Cash on
account of such Interests. Class 6 is Impaired and deemed to have voted to
reject the Plan.
CCH Class 7 - Interests of Holders of Old Stock Rights and All
Claims Arising Out of Such Old Stock Rights. Each Holder of an Allowed Class 7
Interest shall not receive or retain any property or Cash under the Plan on
account of such Interest. Class 7 is Impaired under
47
the Plan and deemed to have voted to reject the Plan. CCH currently does not
believe any such Holders exist.
SECTION 3.04 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN
CRICKET
Cricket Class 1A - Old Vendor Debt Claim. On the Effective
Date, or as soon as practicable thereafter, each Holder of an Allowed Class 1A
Claim shall, in full satisfaction, settlement, release, discharge of and in
exchange for such Claim, receive from Cricket a Pro Rata share of the Old Vendor
Debt Distribution. Class 1A is Impaired and entitled to vote to accept or reject
the Plan.
Cricket Class 2A et seq. - Other Secured Claims. Class 2A et
seq. consists of all other Secured Claims against Cricket. Cricket believes
that, as of the Petition Date, Wells Fargo Bank, N.A. and Wells Fargo Merchant
Services LLC, and Travelers Casualty and Surety Co. of America, held security
interests in money market funds to secure obligations under credit card programs
and surety bonds, respectively. Cricket intends to Reinstate these Class 2A and
2B Claims. Cricket Class 2A and 2B Claims are Unimpaired and shall be deemed to
have voted to accept the Plan.
This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2C, CLASS 2D, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline.
Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.
Cricket Class 3 - Priority Claims. Unless otherwise agreed to
by the parties, each Holder of an Allowed Claim in Class 3 will, in full
satisfaction, settlement, release, discharge of and in exchange for such Claim,
be paid the Allowed Amount of such Claim in full in Cash by Reorganized Cricket
on or before the later of (i) the Effective Date or as soon as practicable
thereafter, (ii) the date such Claim becomes an Allowed Claim and (iii) the date
that such Claim would be paid in accordance with any terms and conditions of any
agreements or understandings
48
relating thereto between Cricket and the Holder of such Claim. Allowed Claims in
Class 3 are Unimpaired under the Plan and the Holders of Allowed Claims in Class
3 will be deemed to have accepted the Plan.
Cricket Class 4 - General Unsecured Claims. Holders of Allowed
Class 4 Claims shall, in full satisfaction, settlement, release, discharge of
and in exchange for such Claim, receive, on a Pro Rata basis, the Cricket
General Unsecured Creditor Distribution on account of such Claims. The Debtors
believe that there will be de minimus or no value distributed to Holders of
Allowed Class 4 Claims under the Cricket General Unsecured Creditor
Distribution. Class 4 is Impaired and therefore entitled to vote to accept or
reject the Plan.
Cricket Class 5 - Intercompany Claim. Each Holder of an
Allowed Class 5 Claim shall in full satisfaction, settlement, release, discharge
of and in exchange for such Claim, receive the Intercompany Release on account
of such Claim as of the Initial Distribution Date. Class 5 is Impaired under the
Plan and therefore entitled to vote to accept or reject the Plan.
Cricket Class 6 - Old Common Stock of Cricket and Securities
Claims. Holders of Allowed Class 6 Interests shall not receive any property or
Cash on account of such Interests. Class 6 is Impaired and deemed to have voted
to reject the Plan.
Cricket Class 7 - Interests of Holders of Old Stock Rights and
All Claims Arising Out of Such Old Stock Rights. Holders of Allowed Class 7
Interests shall not receive any property or Cash on account of such Interests.
Class 7 is Impaired and deemed to have voted to reject the Plan. Cricket does
not believe any such Holders exist.
SECTION 3.05 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN
LICENSE HOLDING COMPANIES (APPLICABLE TO EACH LICENSE HOLDING
COMPANY)
License Holding Company Class 1A - Old Vendor Debt Claim. On
the Effective Date, or as soon as practicable thereafter, each Holder of an
Allowed Class 1A Claim shall, in full satisfaction, settlement, release,
discharge of and in exchange for such Claim, receive a Pro Rata share of the Old
Vendor Debt Distribution. Class 1A is Impaired and entitled to vote to accept or
reject the Plan.
License Holding Company Class 1B - FCC Claims. On the
Effective Date or as soon as practicable thereafter, the Holder of the FCC
Claims shall, in full satisfaction, settlement, release, discharge of and in
exchange for such Claim, be Reinstated. The Holder of the FCC Claims will be
deemed Unimpaired and to have voted to accept the Plan.
License Holding Company Class 2A et seq. - Other Secured
Claims. Class 2A et seq. consists of all other Secured Claims against a License
Holding Company. The License Holding Companies currently do not believe any such
Holders exist.
This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for
49
its Claim, any one or a combination of any of the following: (i) Cash in an
amount equal to such Allowed Class 2A et seq. Claim; (ii) deferred Cash payments
totaling at least the Allowed amount of such Allowed Class 2A et seq. Claim, of
a value, as of the Effective Date, of at least the value of such Holder's
interest in the Collateral securing the Allowed Class 2A et seq. Claim; (iii)
the Collateral securing such Holder's Allowed Class 2A et seq. Claim; (iv)
payments or Liens amounting to the indubitable equivalent of the value of such
Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim;
(v) Reinstatement of such Class 2A et seq. Claim; or (vi) such other treatment
as the Debtor and such Holder shall have agreed upon in writing. The Debtor will
make the foregoing election and provide notice of such election to the
applicable Holder of an Allowed Class 2A et seq. Claim no later than 14 days
prior to the Voting Deadline. To the extent the Debtor elects clause (i), (ii),
(iv), (v) or (vi) above, any liability associated with such treatment shall be
satisfied by assets other than the Leap General Unsecured Claim Cash
Distribution, the Leap General Unsecured Claim Equity Distribution or any assets
to be transferred to the Leap Creditor Trust.
Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.
License Holding Company Class 3 - Priority Claims. Unless
otherwise agreed to by the parties, each Holder of an Allowed Claim in Class 3
will, in full satisfaction, settlement, release, discharge of and in exchange
for such Claim, be paid the Allowed Amount of such Claim in full in Cash by the
applicable Reorganized License Holding Company on or before the later of (i) the
Effective Date or as soon as practicable thereafter, (ii) the date such Claim
becomes an Allowed Claim and (iii) the date that such Claim would be paid in
accordance with any terms and conditions of any agreements or understandings
relating thereto between the applicable License Holding Company and the Holder
of such Claim. Allowed Claims in Class 3 are Unimpaired under the Plan and the
Holders of Allowed Claims in Class 3 will be deemed to have accepted the Plan.
License Holding Company Class 4 - General Unsecured Claims.
Holders of Allowed Class 4 Claims shall not receive any property or Cash on
account of such Claims. Class 4 is Impaired and deemed to have voted to reject
the Plan.
License Holding Company Class 5 - Intercompany Claim. Each
Holder of an Allowed Class 5 Claim shall, in full satisfaction, settlement,
release, discharge of and in exchange for such Claim, receive the Intercompany
Release under the Plan on account of such Claim as of the Initial Distribution
Date. Class 5 is Impaired under the Plan and therefore entitled to vote to
accept or reject the Plan.
License Holding Company Class 6 - Old Common Stock of License
Holding Company and Securities Claims. Holders of Allowed Class 6 Interests
shall not receive any property or Cash on account of such Interests. Class 6 is
Impaired and deemed to have voted to reject the Plan.
License Holding Company Class 7 - Interests of Holders of Old
Stock Rights and All Claims Arising Out of Such Old Stock Rights. Holders of
Allowed Class 7 Interests shall not
50
receive any property or Cash on account of such Interests. Class 7 is Impaired
and deemed to have voted to reject the Plan. The License Holding Companies do
not believe any such Holders exist.
SECTION 3.06 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN
PROPERTY HOLDING COMPANIES (APPLICABLE TO EACH PROPERTY
HOLDING COMPANY)
Property Holding Company Class 1A - Vendor Debt Claim. On the
Effective Date, or as soon as practicable thereafter, each Holder of an Allowed
Class 1A Claim shall, in full satisfaction, settlement, release, discharge of
and in exchange for such Claim, receive a Pro Rata share of the Old Vendor Debt
Distribution. Class 1A is Impaired and entitled to vote to accept or reject the
Plan.
Property Holding Company Class 2A et seq. - Other Secured
Claims. Class 2A et seq. consists of all other Secured Claims against a Property
Holding Company. The Property Holding Companies currently do not believe any
such Holders exist.
This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline.
Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.
Property Holding Company Class 3 - Priority Claims. Unless
otherwise agreed to by the parties, each Holder of an Allowed Claim in Class 3
will, in full satisfaction, settlement, release, discharge of and in exchange
for such Claim, be paid the Allowed Amount of such Claim in full in Cash by the
applicable Reorganized Property Holding Company on or before the later of (i)
the Effective Date or as soon as practicable thereafter, (ii) the date such
Claim becomes an Allowed Claim and (iii) the date that such Claim would be paid
in accordance with any terms and conditions of any agreements or understandings
relating thereto between the applicable Property Holding Company and the Holder
of such Claim. Allowed Claims in Class 3
51
are Unimpaired under the Plan and the Holders of Allowed Claims in Class 3 will
be deemed to have accepted the Plan.
Property Holding Company Class 4 - General Unsecured Claims.
Holders of Allowed Class 4 Claims shall not receive any property or Cash on
account of such Claims. Class 4 is Impaired and deemed to have voted to reject
the Plan.
Property Holding Company Class 5 - Intercompany Claim. Each
Holder of an Allowed Class 5 Claim shall, in full satisfaction, settlement,
release, discharge of and in exchange for such Claim, receive the Intercompany
Release under the Plan on account of such Claim as of the Initial Distribution
Date. Class 5 is Impaired under the Plan and therefore entitled to vote to
accept or reject the Plan.
Property Holding Company Class 6 - Old Common Stock of
Property Holding Company and Securities Claims. Holders of Allowed Class 6
Interests shall not receive any property or Cash on account of such Interests.
Class 6 is Impaired and deemed to have voted to reject the Plan.
Property Holding Company Class 7 - Interests of Holders of Old
Stock Rights and All Claims Arising Out of Such Old Stock Rights. Holders of
Allowed Class 7 Interests shall not receive any property or Cash on account of
such Interests. Class 7 is Impaired and deemed to have voted to reject the Plan.
The Property Holding Companies do not believe any such Holders exist.
SECTION 3.07 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN OTHER
SUBSIDIARIES (APPLICABLE TO EACH OTHER SUBSIDIARY)
Other Subsidiary Class 1A et seq. - Other Secured Claims.
Class 1A et seq. consists of all other Secured Claims against an Other
Subsidiary. The Other Subsidiaries currently do not believe any such Holders
exist.
This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 1B, CLASS 1C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 1A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 1A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 1A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 1A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 1A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
1A et seq. Claim; (v) Reinstatement of such Class 1A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 1A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment
shall be satisfied by assets other than the Leap General Unsecured
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Claim Cash Distribution, the Leap General Unsecured Claim Equity Distribution or
any assets to be transferred to the Leap Creditor Trust.
Allowed Claims in Class 1A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 1A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
1A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.
Other Subsidiary Class 2 - Priority Claims. Unless otherwise
agreed to by the parties, each Holder of an Allowed Claim in Class 2 will, in
full satisfaction, settlement, release, discharge of and in exchange for such
Claim, be paid the Allowed Amount of such Claim in full in Cash by the
applicable Reorganized Other Subsidiary on or before the later of (i) the
Effective Date or as soon as practicable thereafter, (ii) the date such Claim
becomes an Allowed Claim and (iii) the date that such Claim would be paid in
accordance with any terms and conditions of any agreements or understandings
relating thereto between the applicable Other Subsidiary and the Holder of such
Claim. Allowed Claims in Class 2 are Unimpaired under the Plan and the Holders
of Allowed Claims in Class 2 will be deemed to have accepted the Plan.
Other Subsidiary Class 3 - General Unsecured Claims. Holders
of Allowed Class 3 Claims shall not receive any property or Cash on account of
such Claims. Class 3 is Impaired and deemed to have voted to reject the Plan.
Other Subsidiary Class 4 - Intercompany Claim. Each Holder of
an Allowed Class 4 Claim shall, in full satisfaction, settlement, release,
discharge of and in exchange for such Claim, receive the Intercompany Release
under the Plan on account of such Claim as of the Initial Distribution Date.
Class 4 is Impaired under the Plan and therefore entitled to vote to accept or
reject the Plan.
Other Subsidiary Class 5 - Old Common Stock of Other
Subsidiary and Securities Claims. Holders of Allowed Class 5 Interests shall not
receive any property or Cash on account of such Interests. Class 5 is Impaired
and deemed to have voted to reject the Plan.
Other Subsidiary Class 6 - Interests of Holders of Old Stock
Rights and All Claims Arising Out of Such Old Stock Rights. Holders of Allowed
Class 6 Interests shall not receive any property or Cash on account of such
Interests. Class 6 is Impaired and deemed to have voted to reject the Plan. The
Other Subsidiaries do not believe any such Holders exist.
ARTICLE IV.
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
SECTION 4.01 ASSUMPTION AND CURE
The Debtors are parties to thousands of executory contracts
and non-residential real property leases. On or before 17 days prior to the
Voting Deadline, the Debtors will File a schedule of such contracts and leases
that they intend to assume or assign to another Debtor, along with proposed cure
amounts that will be paid by the Reorganized Debtors (the "Assumption
Schedule"). Within one business day following the Filing of the Assumption
53
Schedule, the Debtors will serve the Assumption Schedule on the non-debtor
parties to the contracts and leases set forth on the Assumption Schedule, the
Official Committee and the Informal Vendor Debt Committee. Any party to a
contract or lease who objects to the listed cure amounts must File and serve an
objection on counsel no later than thirty (30) days after the Debtors File and
serve the Assumption Schedule. Failure to File and serve a timely objection
shall be deemed consent to the cure amounts listed on the Assumption Schedule.
Any cure amounts shall be the responsibility of Cricket.
Any monetary amount by which each executory contract and
unexpired lease to be assumed pursuant to the Plan is in default, if any, will
be satisfied, pursuant to Section 365(b)(1) of the Bankruptcy Code, at the
option of the applicable Reorganized Debtor: (a) by payment of the default
amount in Cash on the Effective Date or (b) on such other terms as are agreed to
by the parties to such executory contract or unexpired lease. All such payments
will be made by Reorganized Cricket. If there is a dispute regarding: (i) the
amount of any cure payment; (ii) the ability of a Reorganized Debtor to provide
"adequate assurance of future performance" (within the meaning of Section 365 of
the Bankruptcy Code) under the contract or lease to be assumed or assigned; or
(iii) any other matter pertaining to assumption, the cure payments required by
Section 365(b)(1) of the Bankruptcy Code will be made following the entry of a
Final Order resolving the dispute and approving the assumption.
The Confirmation Order will constitute an Order of the Court
approving the assumptions described on the Assumption Schedule, pursuant to
Section 365 of the Bankruptcy Code, as of the Effective Date.
Any executory contract or lease not listed on the Assumption
Schedule or that is not the subject of a motion to assume that is pending on the
Confirmation Date shall be deemed rejected as of the Confirmation Date. The
Debtors reserve the right to amend the Assumption Schedule at or prior to the
Confirmation Hearing.
SECTION 4.02 REJECTION AND DAMAGES
On or before 17 days prior to the Voting Deadline, the Debtors
will File a schedule of executory contracts and non-residential real property
leases that they intend to reject (the "Rejection Schedule"). Within one
business day following the Filing of the Rejection Schedule, the Debtors will
serve the Rejection Schedule on the non-debtor parties to the contracts and
leases, the Official Committee and the Informal Vendor Debt Committee. The
Rejection Schedule will indicate those contracts and leases that will be
rejected as of the Confirmation Date, and which will be rejected on or before
the Effective Date. The Debtors reserve the right to amend the Rejection
Schedule at or prior to the Confirmation Hearing. All Claims for damages arising
from the rejection of executory contracts or unexpired leases must be Filed with
the Court in accordance with the terms of the order authorizing such rejection,
or, if not rejected by separate order, within sixty (60) days from the entry of
the Confirmation Order. Any Claims not Filed within such time will be forever
barred from assertion against the Debtors, the Estates, the Reorganized Debtors
and the Leap Creditor Trust, unless a stipulation has been entered into with
respect to the rejection of such executory contract or unexpired lease by the
applicable Debtor and non-Debtor party. Each of the Allowed Claims arising from
the rejection of executory contracts or unexpired leases shall be treated as a
General Unsecured Claim of the applicable Debtor that was party to such contract
or lease.
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Whether or not listed on the Rejection Schedule, any executory
contract or lease not listed on the Assumption Schedule or that is not the
subject of a motion to assume that is pending on the Confirmation Date shall be
deemed rejected as of the Confirmation Date. The Confirmation Order shall
constitute an Order of the Court approving such rejections described herein,
pursuant to Section 365 of the Bankruptcy Code.
ARTICLE V.
MEANS FOR EXECUTION
AND IMPLEMENTATION OF THE PLAN
SECTION 5.01 OVERVIEW OF PLAN IMPLEMENTATION
In sum, the Plan provides for a reorganization of the Debtors
under Reorganized Leap. However, Reorganized Leap will not retain the Leap
General Unsecured Claim Cash Distributions or the assets being transferred to
the Leap Creditor Trust, or be subject to any claims against or Interests in
Leap that are being discharged under the Plan. Except as otherwise set forth
herein, all Cash necessary for the Reorganized Debtors to make payments pursuant
to the Plan will be obtained from the Reorganized Debtors' cash balances or
borrowings and the operations of the Reorganized Debtors. All cash necessary for
the Leap Creditor Trust Trustee to make payments pursuant to the Plan will be
obtained from Leap Creditor Trust Assets.
SECTION 5.02 DISTRIBUTIONS
On the Effective Date, (i) the Old License Holding Company
Common Stock will be cancelled and each Reorganized License Holding Company will
issue to Reorganized Leap 100% of the issued and outstanding shares of New
License Holding Company Common Stock, (ii) the Old Other Subsidiary Common Stock
will be cancelled and each Reorganized Other Subsidiary will issue to
Reorganized Leap 100% of the issued and outstanding shares of New Other
Subsidiary Common Stock, and (iii) the Old Property Holding Company Common Stock
will be cancelled and each Reorganized Property Holding Company will issue to
Reorganized Cricket 100% of the issued and outstanding shares of New Property
Holding Company Common Stock.
Also on the Effective Date, (i) the Old Leap Common Stock will
be cancelled, (ii) Reorganized Leap will issue and contribute 96.5% of the
issued and outstanding shares of New Leap Common Stock to CCH, (iii) Reorganized
Leap will contribute all of the New License Holding Company Common Stock to CCH,
and (iv) CCH will contribute all of such New Leap Common Stock and New License
Company Common Stock to Reorganized Cricket. Following such contributions, on
the Effective Date, CCH will be merged with and into Cricket Communications,
Inc. in a "tax-free" reorganization in compliance with Section 368(a)(1)(G) of
the Internal Revenue Code, pursuant to which the Old CCH Common Stock will be
converted into 100% of the issued and outstanding shares of New Cricket Common
Stock. As a result, Reorganized Leap will own 100% of the issued and outstanding
shares of Reorganized Cricket and each of the Reorganized Other Subsidiaries,
and Reorganized Cricket will own 100% of the issued and outstanding shares of
each of the Reorganized License Holding Companies, 100% of the issued and
outstanding shares of each of the Reorganized Property Holding Companies and,
55
temporarily until the distribution thereof to the Holders of Old Vendor Debt
Claims, 96.5% of the New Leap Common Stock.
On the Effective Date, or as soon thereafter as practicable,
the Holders of Old Vendor Debt Claims will receive from Cricket, on a Pro Rata
basis, 96.5% of the issued and outstanding shares of New Leap Common Stock and
New Senior Notes aggregating $350 million in principal amount.
On the Initial Distribution Date, and notwithstanding the
occurrence of the Effective Date: (a) Holders of Allowed Leap General Unsecured
Claims, including the Holders of Old Leap Notes, will receive, on a Pro Rata
basis, beneficial interests in the Leap Creditor Trust; (b) the Leap Creditor
Trust will receive the Leap General Unsecured Claim Cash Distribution; and (c)
Holders of Allowed 12 1/2% Senior Secured Claims will receive, on a Pro Rata
basis, the 12 1/2% Senior Secured Claim Distribution (approximately $200,000).
In addition, on the later of the Effective Date and the
Initial Distribution Date, Reorganized Leap will issue and transfer (as
applicable) to the Leap Creditor Trust: (a) the Leap Creditor Trust Assets for
subsequent sale and Distribution of the proceeds to the Leap General Unsecured
Creditors; and (b) 3.5% of the issued and outstanding shares of New Leap Common
Stock as of the Effective Date for Distribution to the Leap General Unsecured
Creditors. Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims against Leap and the
resolution of all Disputed Administrative Claims and Disputed Priority Claims
against Leap, any remaining Cash held in reserve by Reorganized Leap will be
distributed to the Leap Creditor Trust. Notwithstanding anything set forth
herein, if any Leap Creditor Trust Assets are converted to Cash on or after the
Initial Distribution Date but prior to the Effective Date, the Cash proceeds
shall be transferred to the Leap Creditor Trust as soon as practicable upon such
monetization, notwithstanding the fact that the Effective Date has not occurred.
In accordance with the negotiated settlement between the Leap Informal
Noteholder Committee and the Informal Vendor Debt Committee leading to the Plan,
all other assets of Leap that are not specifically defined as Leap Creditor
Trust Assets in the Plan will not be transferred to the Leap Creditor Trust and
will remain with Reorganized Leap, including for example only, office furniture,
fixtures, equipment and supplies; Leap intellectual property, including the
"Leap" trademark; retirement plan assets; and an inter-company payable from
Cricket which is being released under the Plan.
Holders of Old Leap Common Stock will receive nothing on
account of their Interests.
Subject to the provisions of the Plan, and except as otherwise
provided herein, property to be distributed hereunder to each Unimpaired Class
shall be distributed on the later of (i) the Effective Date and (ii) the date on
which the distribution to a Holder of a Claim in such Class would have been due
and payable in the ordinary course of business or under the terms of the Claim
in the absence of the Chapter 11 Cases. Notwithstanding any other provision of
the Plan, the Debtors, the Reorganized Debtors and the Leap Creditor Trust shall
not be obligated to make any distribution with respect to any unclassified
Claim, or any Allowed Claim, other than those in the hands of the Holders shown
on the books and records of the Debtors as of the Confirmation Hearing unless
otherwise identified on a Filed proof of claim.
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SECTION 5.03 THE OFFICIAL COMMITTEE
On the Effective Date, the Official Committee shall be
dissolved and the members of such committee shall be released and discharged
from all further rights and duties arising from or related to the Chapter 11
Cases. The professionals retained by such committee and the members thereof
shall not be entitled to compensation or reimbursement of expenses incurred for
services rendered after the Effective Date, except in connection with the
preparation and prosecution of, and objections to, fee applications.
SECTION 5.04 VESTING OF ASSETS
Except as otherwise provided in any provision of the Plan, on
the Effective Date, the Leap Creditor Trust Assets shall vest in the Leap
Creditor Trust and all property of the other Estates will vest in the
Reorganized Debtors, as applicable, free and clear of all Liens, Claims,
encumbrances and Interests. From and after the Effective Date, each Reorganized
Debtor may operate its business and use, acquire, and dispose of property and
settle and compromise Claims or Interests arising post-Confirmation without
supervision by the Court and free of any restrictions of the Bankruptcy Code,
the Bankruptcy Rules or the Local Bankruptcy Rules, other than those
restrictions expressly imposed by the Plan and the Confirmation Order.
SECTION 5.05 PRESERVATION OF CAUSES OF ACTION
Except in any contract, instrument, release or other agreement
entered into in connection with the Plan or as otherwise provided in the Plan
(and subject to the following paragraph), in accordance with section 1123(b) of
the Bankruptcy Code, each Reorganized Debtor shall retain all Litigation Claims
that each Debtor or the Estate may hold against any Person; provided, however,
that Litigation Claims listed in Leap's Schedules, as well as any cause of
action that is part of the Leap Estate arising from Bankruptcy Code Sections
544, 547, 548, 549 or 550 that is listed on a Schedule to be Filed with the
Court and served at least 7 days prior to the Voting Deadline and that is not
otherwise released under the Plan, shall be transferred to the Leap Creditor
Trust on the Effective Date. The Leap Creditor Trust Trustee shall have the
rights prescribed in 11 U.S.C. 1123(b)(3)(B) to pursue or settle such Claims.
Attached to the Disclosure Statement as Exhibit L is a Schedule of Litigation
Claims that will be transferred to the Leap Creditor Trust. During the period
(if any) subsequent to the Initial Distribution Date and prior to the Effective
Date, but subject to the negotiation, execution and approval by the Court of a
customary joint defense agreement among the Debtors, the Official Committee and
the Leap Creditor Trust Trustee, the Debtors shall provide the Official
Committee and the Leap Creditor Trust Trustee with all pleadings and relevant
documentation in connection with Leap Litigation Claims, as well as periodic
monthly updates as to progress of any litigation or formal or informal
settlement offers in connection therewith. The Official Committee and the Leap
Creditor Trust shall have the right to oversee and comment on such progress and
any settlement proposals, and during such period, no Leap Litigation Claim will
be settled before the Effective Date without the express written consent of the
Official Committee. In addition, the Leap Creditor Trust Trustee and the
Official Committee shall have standing to make a motion to the Court to settle
or prosecute any such Litigation Claim to the extent they deem appropriate.
In addition, within 7 days prior to the Voting Deadline, the
Debtors will File a schedule of Claims to which the Debtors, Reorganized Debtors
or Leap Creditor Trust, as
57
applicable, may object or challenge and of causes of action (including avoidance
actions) that the Debtors or Reorganized Debtors may bring (the "Objection
Schedule"). Within one business day following the date the Debtors File the
Objection Schedule, the Debtors shall serve the Objection Schedule on all
parties listed on the Objection Schedule. The Debtors reserve the right to amend
the Objection Schedule at or prior to the Confirmation Hearing. The fact that an
avoidance action, objection to Claim or cause of action is not listed on the
Objection Schedule shall not preclude the Debtors, the Reorganized Debtors or
the Leap Creditor Trust from bringing any such action or objection.
Notwithstanding the foregoing, the Plan implements, as of the
Initial Distribution Date, the Intercompany Releases and other settlements
representing a global settlement of all (a) Intercompany Claims and (b)
Litigation Claims (arising out of or related to intercompany transfers described
below) between the Debtors, their Estates, the Holders of Old Vendor Debt, the
Informal Vendor Debt Committee, the Holders of Leap General Unsecured Claims and
the Official Committee, and is the product of months of investigation and
negotiations among the foregoing parties (including the Informal Noteholder
Committee prior to the appointment of the Official Committee). In particular,
and without limitation, in exchange for (i) the distributions made pursuant to
the Plan and (ii) the full releases of Claims that might be asserted by the
non-Leap Debtors, their Estates and/or the Holders of Old Vendor Debt as set
forth below, Leap, its Estate and the Holders of Leap General Unsecured Claims
in such capacity are granting full releases of all Intercompany Claims and
Litigation Claims against the non-Leap Debtors, their Estates and the Holders of
Old Vendor Debt (and other Holders of Claims or Interests against or in any
non-Leap Debtor) arising out of or related to transfers of cash or property from
Leap to any non-Leap Debtor or for the benefit of Holders of Old Vendor Debt (or
other Holders of Claims or Interests against or in any non-Leap Debtor)
including for, inter alia, fraudulent transfers, preferences, equitable
subordination and breach of fiduciary duty. Similarly, and without limitation,
in exchange for the full releases of Claims that might be asserted by Leap, its
Estate and/or the Holders of Leap General Unsecured Claims as set forth above,
each non-Leap Debtor, their Estates and the Holders of Old Vendor Debt in such
capacity are granting full releases of all Intercompany Claims and Litigation
Claims against Leap and its Estate (and the Holders of Claims and Interests
against or in Leap, including the Holders of Leap General Unsecured Claims)
arising out of or related to the failure to transfer cash or property from Leap
to any non-Leap Debtor or for the benefit of Holders of Old Vendor Debt (or
other Holders of Claims or Interests against or in any non-Leap Debtor)
including for, inter alia, breach of contract. Each such non-Leap Debtor, its
Estate, all Holders of Claims or Interests against such non-Leap Debtors
claiming through such non-Leap Debtors, and the Holders of Old Vendor Debt in
such capacity are waiving any right to seek recovery from any of the Leap
Creditor Trust Assets in connection with such Claims, whether or not such Leap
Creditor Trust Assets have been transferred to the Leap Creditor Trust as of the
Initial Distribution Date. The Plan constitutes a motion under Rule 9019 to
compromise all such claims and no party who holds or could potentially be the
beneficiary of such Intercompany Claims or Litigation Claims shall have any
standing or right to assert such claims following the Initial Distribution Date.
SECTION 5.06 AMENDED DEBTOR BYLAWS AND CERTIFICATES OF INCORPORATION
On the Effective Date, each Reorganized Debtor shall adopt the
applicable Amended Debtor Bylaws and the applicable Amended Debtor Certificates
of Incorporation, pursuant to applicable non-bankruptcy law and Section
1123(a)(5)(1) of the Bankruptcy Code.
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The Amended Debtor Bylaws and the Amended Debtor Certificates of Incorporation
will, among other things prohibit the issuance of nonvoting equity securities to
the extent required by Section 1123(a)(6) of the Bankruptcy Code. The Amended
Debtor Certificates of Incorporation will become effective upon the occurrence
of the Effective Date and may be amended following the Effective Date in
accordance with non-bankruptcy law. Forms of the Amended Debtor Certificates of
Incorporation and the Amended Debtor Bylaws shall be Filed at least 5 days prior
to the date of the Confirmation Hearing.
SECTION 5.07 COMPOSITION OF MANAGEMENT AND THE DIRECTORS OF THE REORGANIZED
DEBTORS
The Informal Vendor Debt Committee has informed the Debtors
that they expect the existing senior management team to continue as the
executive officers and senior management of the Debtors through the Effective
Date of the Plan, and that following the Effective Date, these officers will
serve at the pleasure of the Board of Directors of Reorganized Leap.
The directors of each of the Debtors will continue to serve in
such capacities until and through the Effective Date. As of the Effective Date,
the new board of directors of Reorganized Leap initially shall consist of the
Chief Executive Officer of Reorganized Leap and six directors to be designated
by the Informal Vendor Debt Committee. As of the date hereof, the Informal
Vendor Debt Committee does not yet know who will be serving as directors of
Reorganized Leap or any of the other Reorganized Debtors after the Effective
Date, except that Reorganized Leap's Chief Executive Officer will serve as a
member of the Board. However, the Reorganized Debtors will identify those
individuals who initially will serve as directors of the Reorganized Debtors
from and after the Effective Date in a Schedule Filed with the Court at least 5
days prior to the Confirmation Hearing.
A majority of the Board of Directors of Reorganized Leap shall
select the Board of Directors and senior management of the other Reorganized
Debtors.
Reorganized Leap may authorize appropriate compensation and
bonus plans for senior management employed by the Reorganized Debtors
post-Effective Date. After the Effective Date, Reorganized Leap may adopt a new
incentive plan for the grant to officers, employees and directors of the Company
and its subsidiaries of options to acquire shares of New Leap Common Stock. The
options may be based upon a vesting schedule and any other performance criteria
that may be structured by the Board of Directors of Reorganized Leap.
SECTION 5.08 DISBURSING AGENTS
Reorganized Leap and Reorganized Cricket (or their designee)
shall act as the Disbursing Agents for the purpose of making all distributions
provided for under the Plan, provided, however, that the Leap Creditor Trust
Trustee shall act as the Disbursing Agent under the Leap Plan with respect to
all assets transferred to the Leap Creditor Trust pursuant to the Plan. Each
Disbursing Agent shall serve without bond.
Subject to the provisions of the Plan, all Cash to be
distributed by the Disbursing Agents or the Leap Creditor Trust Trustee in
respect of Allowed General Unsecured Claims for the benefit of the Holders of
Old Leap Notes, and in respect of Allowed 12 1/2% Senior Secured Claims for the
benefit of the Holders of 12 1/2% Senior Notes, shall be delivered to the Old
59
Indenture Trustee who, after deducting any unpaid fees and expenses of the Old
Indenture Trustee and its counsel to the extent provided for by the Indenture
and in accordance with applicable law, will then distribute such Cash pursuant
to the provisions of the Indenture. Subject to the provisions of the Plan, all
non-Cash property to be distributed by the Disbursing Agents or the Leap
Creditor Trust Trustee in respect of Allowed General Unsecured Claims for the
benefit of the Holders of Old Leap Notes shall be made to or at the direction of
the Old Indenture Trustee in accordance with the Indenture. The Distribution
Record Date shall be used as the record date for any distributions pursuant to
the Indenture.
SECTION 5.09 DISCHARGE OF REORGANIZED DEBTORS AND INJUNCTION
Except as otherwise provided in the Plan or the Confirmation
Order: (i) on the Effective Date, each Reorganized Debtor shall be deemed
discharged and released to the fullest extent permitted by section 1141 of the
Bankruptcy Code from all Claims and Interests, including, but not limited to,
demands, liabilities, Claims and Interests that arose before the Confirmation
Date and all debts of the kind specified in sections 502(g), 502(h) or 502(i) of
the Bankruptcy Code, whether or not: (A) a proof of Claim or proof of Interest
based on such debt or Interest is Filed or deemed Filed pursuant to section 501
of the Bankruptcy Code, (B) a Claim or Interest based on such debt or Interest
is allowed pursuant to section 502 of the Bankruptcy Code or (C) the Holder of a
Claim or Interest based on such debt or Interest has accepted the Plan; and (ii)
all Persons shall be precluded from asserting against each Reorganized Debtor,
its successors, or its assets or properties any other or further Claims or
Interests based upon any act or omission, transaction, or other activity of any
kind or nature that occurred prior to the Confirmation Date. Except as otherwise
provided in the Plan or the Confirmation Order, the Confirmation Order shall act
as a discharge of any and all Claims against and all debts and liabilities of
the Reorganized Debtors, as provided in sections 524 and 1141 of the Bankruptcy
Code, and such discharge shall void any judgment against each Reorganized Debtor
at any time obtained to the extent that it relates to a Claim discharged.
All Persons that have held, currently hold or may hold a Claim
or other debt or liability or an Interest or other right of such Holders, are
permanently enjoined from taking any of the following actions on account of any
such Claims, debts or liabilities or Interests or rights: (a) commencing or
continuing in any manner any action or other proceeding against any of the
Debtors, the Informal Vendor Debt Committee (and each of its members in such
capacity), the Informal Noteholder Committee (and each of its members in such
capacity), the Official Committee (and each of its members in such capacity),
the Old Indenture Trustee and counsel and other professional persons retained by
the Debtors, the Informal Vendor Debt Committee, the Noteholder Committee, the
Official Committee, and the Old Indenture Trustee, and each of their respective
affiliates, current or former officers, directors, agents, employees and
representatives; (b) enforcing, attaching, collecting or recovering in any
manner any judgment, award, decree or order against any of the Debtors, the
Informal Vendor Debt Committee (and each of its members in such capacity), the
Informal Noteholder Committee (and each of its members in such capacity), the
Official Committee (and each of its members in such capacity), the Old Indenture
Trustee and counsel and other professional persons retained by any of the
Debtors, the Informal Vendor Debt Committee, the Informal Noteholder Committee,
the Official Committee, and the Old Indenture Trustee, and each of their
respective affiliates, current or former officers, directors, agents, employees
and representatives; (c) creating, perfecting or enforcing any Lien or
encumbrance against any of the Debtors, the Informal Vendor Debt
60
Committee (and each of its members in such capacity), the Informal Noteholder
Committee (and each of its members in such capacity), the Official Committee
(and each of its members in such capacity), the Old Indenture Trustee and
counsel and other professional persons retained by any of the Debtors, the
Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official
Committee, and the Old Indenture Trustee, and each of their respective
affiliates, current or former officers, directors, agents, employees and
representatives; (d) asserting a setoff, right of subrogation or recoupment of
any kind against any obligation due to any of the Debtors, the Informal Vendor
Debt Committee (and each of its members in such capacity), the Informal
Noteholder Committee (and each of its members in such capacity), the Official
Committee (and each of its members in such capacity), the Old Indenture Trustee
and counsel and other professional persons retained by any of the Debtors, the
Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official
Committee, and the Old Indenture Trustee, and each of their respective
affiliates, current or former officers, directors, agents, employees and
representatives; and (e) commencing or continuing any action, in any manner, in
any place that does not comply with or is inconsistent with the provisions of
the Plan.
Any Person injured by any willful violation of such injunction
shall recover actual damages, including costs and attorneys' fees, and, in
appropriate circumstances, may recover punitive damages, from the willful
violator.
SECTION 5.10 NO LIABILITY FOR SOLICITATION OR PARTICIPATION
As specified in section 1125(e) of the Bankruptcy Code,
Persons that solicit acceptances or rejections of the Plan and/or that
participate in the offer, issuance, sale, or purchase of securities offered or
sold under the Plan (including but not limited to the Debtors, the Informal
Vendor Debt Committee (and each of its members in such capacity), the Informal
Noteholder Committee (and each of its members in such capacity), the Official
Committee (and each of its members in such capacity), the Old Indenture Trustee
and counsel and other professional persons retained by any of the Debtors, the
Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official
Committee, and the Old Indenture Trustee, and each of their respective
affiliates, current or former officers, directors, agents, employees and
representatives), in good faith and in compliance with the applicable provisions
of the Bankruptcy Code, shall not be liable, on account of such solicitation or
participation, for violation of any applicable law, rule, or regulation
governing the solicitation of acceptances or rejections of the Plan or the
offer, issuance, sale, or purchase of securities.
SECTION 5.11 LIMITATION OF LIABILITY
Neither (a) any Debtor or Reorganized Debtor or any of their
respective postpetition employees, officers, directors, agents, representatives,
affiliates, attorneys, financial advisors or any other professional persons
employed by any of them, nor (b) the Informal Vendor Debt Committee, or any of
its members, agents, employees, directors, officers, representatives, attorneys
or other professional advisors, (c) the Official Committee, or any of its
postpetition members, agents, employees, directors, officers, representatives,
attorneys or other professional advisors, nor (d) the Old Indenture Trustee, or
any of its agents, employees, directors, officers, representatives, attorneys or
other professional advisors, in each case, shall have any responsibility, or
have or incur any liability, to any Person whatsoever, under any theory of
liability (except for any claim based upon willful misconduct or gross
negligence), for
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any act taken or omission made in good faith directly related to formulating,
implementing, confirming, or consummating the Plan, the Disclosure Statement, or
any contract, instrument, release, or other agreement or document created in
connection with the Plan, provided that nothing in this paragraph shall limit
the liability of any Person for breach of any express obligation it has under
the terms of this Plan or under any post-petition agreement or other
post-petition document entered into by such Person or in accordance with the
terms of this Plan or for any breach of a duty of care owed to any other Person
occurring after the Effective Date.
SECTION 5.12 OBJECTIONS TO CLAIMS
The right to prosecute, File, litigate and settle objections
to Disputed Claims, whether or not the subject of litigation pending as of the
Effective Date, shall be deemed automatically transferred by the Debtors and
their Estates to the Reorganized Debtors as of the Effective Date. From and
after the Effective Date, only the Reorganized Debtors shall have the right to
File, litigate or settle any objections to Disputed Claims; provided, that in
the case of Claims against Leap (including but not limited to the Allowance or
allocation of Administrative Claims), from and after the Effective Date the Leap
Creditor Trust Trustee shall have the authority to File objections, settle,
compromise, withdraw or litigate to judgment objections to Claims.
Except as otherwise provided in the Plan, objections to any
Disputed Claim shall be Filed within 60 days after the Effective Date, or within
such additional period of time as the Court may allow upon motion made by the
Reorganized Debtors or the Leap Creditor Trust Trustee, as applicable, within
such 60 day period. Any such objection that is not timely Filed shall be deemed
forever waived by the Reorganized Debtors' Estates and the Leap Creditor Trust,
as applicable, and neither the Reorganized Debtors, the Leap Creditor Trust
Trustee nor any other party-in-interest shall have any right to pursue the same.
Notwithstanding that the Reorganized Debtors and the Leap
Creditor Trust Trustee shall have the right to File, litigate and settle
objections to Disputed Claims on behalf of the Debtors and their Estates,
nothing contained herein shall be deemed to obligate the Reorganized Debtors and
the Leap Creditor Trust Trustee to take any such actions, all of which shall be
determined by the Reorganized Debtors and the Leap Creditor Trust Trustee in
their sole and absolute discretion.
From and after the Effective Date, the Reorganized Debtors
(and the Leap Creditor Trust Trustee with respect to any Disputed Claims against
Leap or Disputed Interest in Leap) may settle or compromise any Disputed Claim
or Disputed Interest without approval of the Court.
Within 7 days prior to the Voting Deadline, the Debtors will
File a schedule of Claims to which the Debtors, Reorganized Debtors or Leap
Creditor Trust, as applicable, may object or challenge in any way and of causes
of action (including avoidance actions) that the Debtors or Reorganized Debtors
may bring (the "Objection Schedule"). Within two business days following the
date the Debtors File the Objection Schedule, the Debtors shall serve the
Objection Schedule on all parties listed on the Objection Schedule. The Debtors
reserve the right to amend the Objection Schedule at or prior to the
Confirmation Hearing. The fact that an avoidance action, objection to Claim or
cause of action is not listed on the Objection Schedule
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shall not preclude the Debtors, the Reorganized Debtors or the Leap Creditor
Trust from bringing any such action or objection.
THE DEBTORS HAVE NOT FULLY REVIEWED THE CLAIMS IN THE CASE OR
DETERMINED WHETHER OBJECTIONS TO CLAIMS EXIST. THIS INVESTIGATION IS ONGOING AND
WILL OCCUR, IN LARGE PART, AFTER THE CONFIRMATION DATE. AS A RESULT, CREDITORS
AND OTHER PARTIES-IN-INTEREST ARE HEREBY ADVISED THAT, NOTWITHSTANDING THAT THE
EXISTENCE OF ANY PARTICULAR OBJECTION TO A DISPUTED CLAIM MAY NOT BE LISTED,
DISCLOSED OR SET FORTH IN THIS PLAN, AN OBJECTION TO A CLAIM MAY BE BROUGHT
AGAINST ANY CREDITOR OR PARTY-IN-INTEREST AT ANY TIME, SUBJECT TO THE TIME
LIMITATIONS SET FORTH IN THIS PARAGRAPH 5.12 AND THE LIMITATION THAT AN
OBJECTION MAY BE ASSERTED ONLY WITH RESPECT TO DISPUTED CLAIMS CONTEMPLATED
WITHIN THE OBJECTION SCHEDULE. IN ADDITION TO THE FOREGOING, WITH RESPECT TO THE
DISPUTED CLAIMS SCHEDULE, THE DEBTORS, THE REORGANIZED DEBTORS AND THE LEAP
CREDITOR TRUST TRUSTEE RETAIN AND HEREBY RESERVE THE RIGHT TO OBJECT TO (i) ANY
CLAIMS FILED AFTER THE BAR DATE OF JUNE 28, 2003, (ii) ANY CLAIMS FILED BY
ADDITIONAL PARTIES AFTER THE SUPPLEMENTAL BAR DATE OF AUGUST ___, 2003 AND (iii)
ANY CLAIMS FILED IN ORDER TO SET FORTH DAMAGES ARISING FROM THE REJECTION OF AN
EXECUTORY CONTRACT OR OTHER AGREEMENT WITH THE DEBTORS. THE DEBTORS, THE
REORGANIZED DEBTORS AND THE LEAP CREDITOR TRUST TRUSTEE FURTHER RETAIN AND
HEREBY RESERVE THE RIGHT TO OBJECT TO CLAIMS INADVERTENTLY OMITTED FROM THE
DISPUTED CLAIMS SCHEDULES, WHICH OBJECTIONS WILL NOT MATERIALLY AND ADVERSELY
AFFECT THE CLAIMS OF THE REMAINING CREDITORS OF THE DEBTORS' ESTATES. FINALLY,
THE DEBTORS AND THE REORGANIZED DEBTORS RETAIN AND HEREBY RESERVE THE RIGHT TO
OBJECT TO AMOUNTS THAT HAVE BEEN SCHEDULED BY THE DEBTORS, OR REFLECTED IN THE
DEBTORS' BOOKS AND RECORDS, AND WHICH ARE FOUND TO BE OBJECTIONABLE IN ANY
RESPECT.
Objections to applications of professionals or other entities
for compensation or reimbursement of expenses must be Filed and served on the
Reorganized Debtors, counsel for the Reorganized Debtors, the Informal Vendor
Debt Committee, the Official Committee and the requesting professional or other
entity no later than sixty (60) days after the date on which the applicable
application for compensation or reimbursement was Filed and served.
SECTION 5.13 OTHER DOCUMENTS AND ACTIONS
The Debtors, the Debtors in Possession, the Leap Creditor
Trust Trustee and the Reorganized Debtors may, and shall, execute such documents
and take such other actions as are necessary to effectuate the transactions
provided for in the Plan.
SECTION 5.14 CORPORATE ACTION
The creation of the Leap Creditor Trust and the appointment of
the Leap Creditor Trust Trustee shall be deemed to have occurred and be
effective on the Initial Distribution Date, and the issuance of the New Leap
Common Stock, New Cricket Common Stock, New License
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Holding Company Common Stock, New Property Holding Company Common Stock and New
Other Subsidiary Common Stock, the New Senior Notes, the adoption of the Amended
Debtor Certificates of Incorporation and the selection of the Persons who will
serve as the initial directors and officers of the Reorganized Debtors as of the
Effective Date, and other matters under the Plan involving the corporate
structure of each Debtor or corporate action by each Debtor, shall be deemed to
have occurred and be effective on and after the Effective Date without any
requirement of further action by the stockholders or directors of each Debtor.
Without limiting the foregoing, upon entry of the Confirmation Order by the
Clerk, the filing by each Reorganized Debtor of its respective Amended Debtor
Certificate of Incorporation shall be authorized and approved in all respects.
On the Effective Date or as soon thereafter as is practicable, pursuant to
applicable law, the Amended Debtor Bylaws of each Debtor shall be the bylaws of
each Reorganized Debtor (as appropriate).
SECTION 5.15 RETIREE BENEFITS
On and after the Effective Date, to the extent required by
section 1129(a)(13) of the Bankruptcy Code, each Reorganized Debtor shall
continue to pay all retiree benefits (if any), as the term "retiree benefits" is
defined in section 1114(a) of the Bankruptcy Code, that it maintained or
established prior to the Confirmation Date.
SECTION 5.16 EMPLOYEE BENEFITS
Each Debtor's employees shall have a priority claim for unpaid
wages, benefits, and other entitlements to the extent permitted by Section
507(a)(3) of the Bankruptcy Code, which will be either (i) paid in full, or (ii)
Reinstated. To the extent that any employee's claim exceeds the amount
prescribed by Section 507(a)(3), the employee shall receive a General Unsecured
Claim for the excess amount against the applicable Debtor. Notwithstanding the
foregoing, any non-Leap employee who continues to be an employee in good
standing with the Reorganized Debtors after the Effective Date shall be entitled
to take (in the form of vacation days and not in cash) all unused and unpaid
vacation time he accrued prior to the Petition Date. If such employee is
terminated without cause, such employee will be entitled to a payment from
Cricket of the value of any such vacation in accordance with existing policies
of the Debtors and applicable non-bankruptcy law.
SECTION 5.17 CERTAIN PROVISIONS IN RESPECT OF THE OLD LEAP NOTES, AND THE
OLD INDENTURE TRUSTEE
(a) Old Indenture Trustee's Lien
Anything in this Plan to the contrary notwithstanding, but
subject to the terms of the Indenture and to applicable law, the Plan shall not
affect the lien of the Old Indenture Trustee pursuant to Section 7.07 of the
Indenture on all money or property now or in the future held by the Old
Indenture Trustee, including without limitation any distributions in respect of
the Old Leap Notes pursuant to this Plan or the Leap Creditor Trust, to secure
payment of the fees and expenses incurred or to be incurred by the Old Indenture
Trustee (including without limitation the fees and expenses of its counsel) and
the indemnity and all other obligations set forth in Section 7.07 of the
Indenture, which lien shall continue notwithstanding the occurrence of the
Confirmation Date, the Initial Distribution Date and the Effective Date and
notwithstanding the discharge of the Debtors pursuant to this Plan and Section
1141 of the Bankruptcy Code.
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Anything in this Plan to the contrary notwithstanding, but subject to the terms
of the Indenture and applicable law, the Old Indenture Trustee may at any time,
and from time to time, pay or reserve for such fees, expenses, indemnity and
other obligations from any such money or property now or in the future held by
the Old Indenture Trustee.
(b) Tax Reporting
Anything in this Plan to the contrary notwithstanding, but
subject to applicable law, none of the Old Indenture Trustee, the Disbursing
Agent or the Leap Creditor Trust Trustee shall have any obligation to pay, make
withholdings in respect of, or make any filings with or reportings to any
governmental entity or agency or any other Person in respect of, any tax or
tax-related obligations in respect of the Old Leap Notes or any distributions
pursuant to this Plan or the Leap Creditor Trust in respect of the Old Leap
Notes. Instead, (i) the beneficial holder of each Old Leap Note shall have the
obligation to pay all taxes in respect of such distributions, and (ii) the
top-tier Depository Trust Company participant in respect of each Old Leap Note
shall have the obligation to comply with all such withholding, filing and
reporting requirements.
(c) Indenture
Anything in this Plan to the contrary notwithstanding, the
Indenture shall continue in full force and effect notwithstanding the occurrence
of the Confirmation Date, the Initial Distribution Date and the Effective Date
and notwithstanding the discharge of the Debtors, except that the personal
liability of any of the Debtors thereunder shall be discharged pursuant to this
Plan and Section 1141 of the Bankruptcy Code.
ARTICLE VI.
CONFIRMATION AND EFFECTIVE DATE CONDITIONS
SECTION 6.01 CONDITIONS TO CONFIRMATION
The conditions to Confirmation shall be the following:
(a) A finding by the Court that the requirements of 11
U.S.C. Section 1129 have been satisfied;
(b) The Confirmation Order shall (i) be acceptable in form and
substance to the Debtors, the Informal Vendor Debt Committee, and the Official
Committee and (ii) expressly authorize and direct the Debtors to perform the
actions that are conditions to the effectiveness of the Plan; and
(c) Each of the events and actions required by the Plan to
occur or to be taken prior to Confirmation shall have occurred or have been
taken, or the Debtors or the party whose obligations are conditioned by such
occurrences and/or actions, as applicable, shall have waived such occurrences or
actions; and
(d) The Confirmation Order must be entered by [October 31],
2003.
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SECTION 6.02 CONDITIONS TO INITIAL DISTRIBUTION DATE
The conditions to the Initial Distribution Date shall be the
following: the Confirmation Order shall (i) be acceptable in form and substance
to the Debtors, the Informal Vendor Debt Committee and the Official Committee;
(ii) expressly authorize the Debtors to perform the actions that are conditions
to the effectiveness of the Plan; and (iii) shall be entered by the Court.
SECTION 6.03 CONDITIONS TO EFFECTIVE DATE
The Plan shall not become effective unless and until it has
been confirmed and the following conditions have been satisfied in full or
waived: (1) the Confirmation Order in a form satisfactory to the Debtors, the
Informal Vendor Debt Committee and the Official Committee shall have become a
Final Order; (2) all authorizations, consents and regulatory approvals
(including, without limitation, any approvals required under regulations
relating to the change in ownership of the Debtors upon the Effective Date)
required (if any) for the Plan's effectiveness shall have been obtained
including, without limitation, all FCC approvals and consents in form and
substance reasonably acceptable to the Informal Vendor Debt Committee; (3) the
New Senior Notes Indenture has been qualified under the Trust Indenture Act of
1939, as amended, if required; (4) the Debtors shall have purchased, at
Cricket's expense, directors' and officers' liability insurance for the
directors and officers of the Reorganized Debtors in form and amounts reasonably
acceptable to the Informal Vendor Debt Committee; and (5) all other actions and
documents necessary to implement the treatment of Claims and Interests shall
have been effected or executed or, if waivable, waived by the Person or Persons
entitled to the benefit thereof. Notwithstanding anything set forth herein, the
occurrence of the Effective Date is not a condition precedent to the occurrence
of the Initial Distribution Date.
SECTION 6.04 WAIVER OF CONDITIONS
The Debtors, the Official Committee, and/or the Informal
Vendor Debt Committee, as applicable, may waive any or all of the other
conditions set forth in the Plan without leave of or order of the Court and
without any formal action. The Debtors reserve the right to amend or revoke the
Plan. Although this Plan is styled as a joint plan, the Debtors reserve the
right to proceed with Confirmation under this Plan for one or more Debtors but
not all Debtors.
SECTION 6.05 EFFECT OF FAILURE OF CONDITIONS
Except as provided in the next paragraph, in the event that
the Effective Date does not occur within one year following Confirmation, upon
notification submitted by the Debtors to the Court: (a) the Confirmation Order
shall be vacated, (b) no additional distributions under the Plan shall be made,
(c) the Debtors and all Holders of Claims and Interests shall be restored to the
status quo ante as of the day immediately preceding the Confirmation Date as
though the Confirmation Date had never occurred, and (d) the Debtors'
obligations with respect to the Claims and Interests shall remain unchanged
(except to the extent of any post-Confirmation pre-Effective Date payments) and
nothing contained in the Plan shall constitute or be deemed a waiver or release
of any Claims or Interests by or against the Debtors or any other Person or to
prejudice in any manner the rights of the Debtors or any Person in any further
proceedings involving the Debtors.
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Notwithstanding anything set forth above, if the Debtors
notify the Court that the Effective Date will not occur, and the Initial
Distribution Date has already occurred at the time of such notification, (i) the
Holders of Allowed Claims against Leap and the Leap Creditor Trust will be
entitled to retain all assets that have been transferred to them on the Initial
Distribution Date or thereafter pursuant to the Plan prior to such notification
(including but not limited to the Leap General Unsecured Claim Cash Distribution
and the Cash proceeds of any Leap Creditor Trust Assets to the extent such Leap
Creditor Trust Assets were converted to Cash prior to such notification) and
(ii) Leap, its Estate and its creditors shall be entitled to the benefit of the
Intercompany Releases from the non-Leap Debtors and their Estates and the
Holders of Old Vendor Debt, as described in Section 5.05 of this Plan. In
exchange, Leap, its Estate and the Holders of Leap General Unsecured Claims
shall be deemed to implement the Intercompany Releases and to release the
non-Leap Debtors and their creditors (including the Holders of Old Vendor Debt)
from all Intercompany Claims and Litigation Claims (as described in Section
5.05) held or asserted by Leap and/or the Holders of Leap General Unsecured
Claims as of the Initial Distribution Date. Upon the implementation of the
Intercompany Releases as of the Initial Distribution Date, all non-Leap Debtors
and their Estates, the Holders of Old Vendor Debt, and all Holders of Claims or
Interests against such non-Leap Debtors claiming through such non-Leap Debtors
shall be deemed to have waived any rights or Claims against the Leap Creditor
Trust Assets and the Leap General Unsecured Claim Cash Distribution, and,
subject to the satisfaction of all Allowed Administrative Claims against Leap
and Allowed Priority Claims against Leap, only Holders of Leap General Unsecured
Claims shall have a right against the Leap Creditor Trust Assets, whether or not
the Effective Date occurs.
SECTION 6.06 ORDER DENYING CONFIRMATION
If an order denying confirmation of the Plan is entered, then
the Plan shall be null and void in all respects, and nothing contained in the
Plan shall (a) constitute a waiver or release of any Claims against or Interests
in the Debtors; (b) prejudice in any manner the rights of the Holder of any
Claim against, or Interest in, the Debtors; (c) prejudice in any manner any
right, remedy or claim of the Debtors; or (d) be deemed an admission against
interest by the Debtors, the Informal Vendor Debt Committee or the Official
Committee, or any committees' respective members.
ARTICLE VII.
CONFIRMABILITY OF PLAN AND CRAMDOWN
In the event at least one Impaired Class of Claims votes to
accept the Plan (and at least one Impaired Class either votes to reject the Plan
or is deemed to have rejected the Plan), one or more of the Debtors, as
appropriate, shall request the Court to confirm the Plan under the cramdown
provisions of the Bankruptcy Code.
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ARTICLE VIII.
PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
UNDER THE PLAN AND TREATMENT OF DISPUTED,
CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS
SECTION 8.01 VOTING OF CLAIMS AND INTERESTS
Each Holder of an Allowed Claim or an Allowed Interest in an
Impaired Class of Claims or Interests shall be entitled to vote separately to
accept or reject the Plan as provided in such order as may be entered by the
Court establishing certain procedures with respect to the solicitation and
tabulation of votes to accept or reject the Plan, or any other order or orders
of the Court.
SECTION 8.02 METHOD OF DISTRIBUTIONS UNDER THE PLAN
(a) Distributions Under the Plan
Except as otherwise provided in the Plan or in the Leap
Creditor Trust Agreement (which shall govern the timing of distributions to
Holders of Leap General Unsecured Claims), on the Effective Date or as soon as
practicable thereafter to the extent that the Plan provides for distributions on
account of Allowed Claims or Allowed Interests in the applicable Class, each
Holder of an Allowed Claim or Allowed Interest will receive the full amount of
the distributions that the Plan provides for Allowed Claims or Allowed Interests
in the applicable Class, unless such distribution was received on an earlier
date pursuant to the terms of the Plan. Beginning on the date that is 15 days
after the end of the calendar quarter following the Effective Date and 15 days
after the end of each calendar quarter thereafter, distributions will also be
made respectively (a) to Holders of Claims or Interests to whom a distribution
has become deliverable during the preceding calendar quarter and (b) to Holders
of Disputed Claims or Disputed Interests in any such Class whose Claims or
Interests were Allowed during the preceding calendar quarter. Such quarterly
distributions will also be in the full amount that the Plan provides for Allowed
Claims or Allowed Interests in the applicable Class.
Except as otherwise provided in the Plan or the Confirmation
Order, and except with respect to Claims against Leap, all Cash necessary for
the Reorganized Debtors to make payments pursuant to the Plan will be obtained
from the applicable Debtors' existing cash balances, the operations of the
Debtors or Reorganized Debtors or post-Effective Date borrowings, as applicable.
Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for the Leap Creditor Trust to make payments pursuant
to the Plan for Holders of Claims against Leap will be obtained from assets
transferred to the Leap Creditor Trust in accordance with the terms of the Plan.
The Disbursing Agents will make all distributions of Cash and
securities required to be distributed under the applicable provisions of the
Plan. Any Disbursing Agent may employ or contract with other entities to assist
in or make the distributions required by the Plan. Each
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Disbursing Agent will serve without bond, and each Disbursing Agent, other than
the Reorganized Debtors, will receive, without further Court approval,
reasonable compensation for distribution services rendered pursuant to the Plan
and reimbursement of reasonable out-of-pocket expenses incurred in connection
with such services from the Reorganized Debtors on terms acceptable to the
Reorganized Debtors.
Cash payments made pursuant to the Plan will be in U.S.
dollars by checks drawn on or wire transfers from a bank selected by the
Disbursing Agent. Except as otherwise set forth in the Leap Creditor Trust, Cash
payments of $1,000,000 or more to be made pursuant to the Plan will, to the
extent requested in writing no later than five days after the Confirmation Date,
be made by wire transfer from a bank. Cash payments to foreign creditors, if
any, may be made, at the option of the Disbursing Agent, in such funds and by
such means as are necessary or customary in a particular foreign jurisdiction.
The Disbursing Agent will make all distributions required
under the applicable provisions of the Plan and the Leap Creditor Trust.
(b) Timing and Methods of Distributions
(i) Compliance with Tax Requirements
In connection with the Plan, to the extent applicable and
except as provided in Section 5.17(b) of this Plan, each Disbursing Agent must
comply with all tax withholding and reporting requirements imposed on it by any
governmental unit, and all distributions pursuant to the Plan will be subject to
such withholding and reporting requirements. The Disbursing Agents will be
authorized to take any and all actions that may be necessary or appropriate to
comply with such withholding and reporting requirements.
Notwithstanding any other provision of the Plan: (i) each
Holder of an Allowed Claim or Interest that is to receive a distribution of Cash
pursuant to the Plan will have sole and exclusive responsibility for the
satisfaction and payment of any tax obligations imposed by any governmental
unit, including income, withholding and other tax obligations, on account of
such distribution; and (ii) no distribution will be made to or on behalf of such
Holder pursuant to the Plan unless and until such Holder has made arrangements
satisfactory to the Disbursing Agents for the payment and satisfaction of such
tax obligations. Any Cash to be distributed pursuant to the Plan will, pending
the implementation of such arrangements, be treated as an undeliverable
distribution pursuant to the Plan.
(ii) Pro Rata Distribution
When the Plan provides for Pro Rata distribution, the property
to be distributed under the Plan shall be divided Pro Rata among the Holders of
Allowed Claims or Allowed Interests of the relevant Class for that particular
Debtor.
(iii) Distribution Record Date
As of the close of business on the Distribution Record Date,
the transfer registers for any Old Securities and Old Vendor Debt maintained by
the Debtors, or their respective agents, will be closed. The Disbursing Agents
and the respective agents of the Debtors will have
69
no obligation to recognize the transfer of the Old Securities and Old Vendor
Debt occurring after the Distribution Record Date, and will be entitled for all
purposes relating to the Plan to recognize and deal only with those Holders of
record as of the close of business on the Distribution Record Date.
Distributions under the Plan shall be made by the Debtors, Leap Creditor Trust
or Reorganized Debtors, as applicable, for the benefit of the Holders of Allowed
Administrative Claims and Allowed Claims in the Debtors' respective books and
records, unless such addresses are superseded by addresses listed on proofs of
claim or transfers of claims filed pursuant to Bankruptcy Rule 3001.
(iv) Fractional Shares
The calculation of percentage distribution of the New Common
Stock to be made to Holders of certain Allowed Claims and Interests, as provided
for in the Plan, may mathematically entitle such Holder to a fractional interest
in the New Common Stock. The number of shares of New Common Stock to be received
by a Holder of an Allowed Claim and/or Interest shall be rounded to the next
greater or lower whole number of shares as follows: (a) fractions of 1/2 or
greater shall be rounded to the next greater whole number and (b) fractions of
less than 1/2 shall be rounded to the next lower whole number. The total number
of shares of New Common Stock to be distributed to a class of Claims or
Interests shall be adjusted as necessary to account for the rounding described
above. No consideration shall be provided in lieu of the fractional shares that
are rounded down and not issued.
SECTION 8.03 SPECIAL PROCEDURES FOR LOST, STOLEN, MUTILATED OR DESTROYED
INSTRUMENTS
In addition to any requirements under the Bylaws of the
Debtors, any Holder of a Claim evidenced by an Instrument that has been lost,
stolen, mutilated or destroyed will, in lieu of surrendering such Instrument,
deliver to the Disbursing Agent: (a) evidence satisfactory to the Disbursing
Agent of the loss, theft, mutilation or destruction; and (b) such security or
indemnity as may be required by the Disbursing Agent to hold the Disbursing
Agent harmless from any damages, liabilities or costs incurred in treating such
individual as a Holder of an Instrument. Upon compliance with the Plan, the
Holder of a Claim evidenced by such an Instrument will, for all purposes under
the Plan, be deemed to have surrendered an Instrument, as applicable.
SECTION 8.04 UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS
Any Person that is entitled to receive a cash distribution
under the Plan but that fails to cash a check within 90 days of its issuance
shall be entitled to receive a reissued check from the Leap Creditor Trust or
Reorganized Debtors, as applicable, for the amount of the original check,
without any interest, if such person requests the Disbursing Agent to reissue
such check and provides the Disbursing Agent with such documentation as the
Disbursing Agent requests to verify that such Person is entitled to such check,
prior to the first anniversary of the Effective Date. If a Person fails to cash
a check within 90 days of its issuance and fails to request reissuance of such
check prior to the first anniversary of the Effective Date, such Person shall
not be entitled to receive any distribution under this Plan. If the distribution
to any Holder of an Allowed Claim or Allowed Interest is returned to a
Disbursing Agent as undeliverable, no further distributions will be made to such
Holder unless and until the applicable Disbursing Agent is notified in writing
of such Holder's then-current address. Undeliverable distributions will remain
in the possession of the Disbursing Agent pursuant to the Plan until such time
as a distribution becomes deliverable. Undeliverable cash will be held in trust
in segregated bank
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accounts in the name of the Disbursing Agent for the benefit of the potential
claimants of such funds, and will be accounted for separately. Except as set
forth in the Leap Creditor Trust Agreement, the Disbursing Agent holding
undeliverable cash shall invest such cash in a manner consistent with
Reorganized Cricket's investment and deposit guidelines. Any distribution which
is not claimed within one year of the Effective Date shall be deemed property
of, as applicable, the Leap Creditor Trust and the Reorganized Debtors, and to
the extent deemed the property of the Leap Creditor Trust, shall be distributed
by the Leap Creditor Trust Trustee, on a Pro Rata basis, to the Holders of
beneficial interests in the Leap Creditor Trust as soon as practicable
thereafter.
SECTION 8.05 DISPUTED CLAIMS; RESERVE AND ESTIMATIONS
(a) Treatment of Disputed Claims
Notwithstanding any other provisions of the Plan, no payments
or distributions will be made on account of a Disputed Claim or a Disputed
Interest until such Claim or Interest becomes an Allowed Claim or Allowed
Interest. The Leap Creditor Trust Trustee or Reorganized Debtors, as applicable,
may, at any time, request that the Court estimate any contingent or unliquidated
Claim pursuant to section 502(c) of the Bankruptcy Code, irrespective of whether
any Debtor previously objected to such Claim or whether the Court has ruled on
any such objection. The Court will retain jurisdiction to estimate any
contingent or unliquidated Claim at any time during litigation concerning any
objection to the Claim, including during the pendency of any appeal relating to
any such objection. If the Court estimates any contingent or unliquidated Claim,
that estimated amount will constitute either the Allowed Amount of such Claim or
a maximum limitation on such Claim, as determined by the Court. If the estimated
amount constitutes a maximum limitation on such Claim, the Leap Creditor Trust
Trustee or Reorganized Debtors, as applicable, may elect to pursue any
supplemental proceedings to object to any ultimate payment on account of such
Claim. All of these Claims objection, estimation and resolution procedures are
cumulative and not necessarily exclusive of one another. In addition to seeking
estimation of Claims as provided in the Plan, the Leap Creditor Trust Trustee or
Reorganized Debtors, as applicable, may resolve or adjudicate certain Disputed
Claims of Holders in Unimpaired Classes in the manner in which the amount of
such Claim and the rights of the Holder of such Claim would have been resolved
or adjudicated if the Chapter 11 Cases had not been commenced, subject to any
applicable discharge and limitations on amounts of claims and remedies available
under bankruptcy law. Claims may be subsequently compromised, settled, withdrawn
or resolved by the Leap Creditor Trust Trustee or Reorganized Debtors, as
applicable.
(b) Distributions on Account of Disputed Claims Once They
Are Allowed
Except as set forth in the Leap Creditor Trust Agreement,
within 15 days following the end of each calendar quarter, the Disbursing Agent
will make all distributions on account of any Disputed Claim or Disputed
Interest that has become an Allowed Claim or Allowed Interest in accordance with
the Plan. Such distributions will be made pursuant to the provisions of the Plan
governing the applicable Class. Holders of Disputed Claims or Disputed Interests
that are ultimately Allowed will not be entitled to receive, on the basis of the
amounts ultimately allowed, any interest.
(c) Reserve for Leap Claims by the Leap Creditor Trust
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In accordance with the terms of the Leap Creditor Trust, and
as more fully set forth therein, the Leap Creditor Trust Trustee shall be
authorized to make distributions to Holders of Allowed Leap Administrative
Claims and Allowed Leap General Unsecured Claims from time to time. The total
amount of Allowed Leap Administrative Claims and Allowed Leap General Unsecured
Claims (and the value of certain of Leap assets and certain Leap Litigation
Claims) may not be known until after certain distributions are made, either
because certain Claims will be Disputed Claims or because those Claims will not
have been made by their Holders prior to the Effective Date. As a result, the
Leap Creditor Trust Trustee shall hold back from the distributions from the Leap
Creditor Trust (as more fully described in the Leap Creditor Trust Agreement)
reserves in respect of each Administrative Claim and Disputed Claim against Leap
until such Claims are resolved (the "Reserve"), so that the total amount of all
Allowed Leap Administrative Claims and Allowed Leap General Unsecured Claims
includes the sum of (i) each estimated Administrative Claim not otherwise fully
reserved for by Leap and (ii) the amount of each Disputed Claim (or the maximum
amount of any such Disputed Claim as estimated by the Bankruptcy Court pursuant
to Section 502(c) of the Bankruptcy Code, if less), until such Claims are
resolved. Distributions from the Leap Creditor Trust will be made only to the
Holders of Claims that have been Allowed.
(d) Reserve for Leap Administrative and Priority Claims
In connection with the Leap General Unsecured Claim Cash
Distribution, prior to the Initial Distribution Date, Leap shall establish an
appropriate reserve in an amount to be agreed upon by Leap and the Official
Committee, and reasonably satisfactory to the Informal Vendor Debt Committee, to
satisfy Allowed Administrative Claims against Leap through and including the
Effective Date (including Claims for compensation and reimbursement of expenses
by professionals providing services to Leap) and Allowed Priority Claims against
Leap. If and to the extent that such reserves are insufficient to satisfy all
such Allowed Administrative Claims against Leap and Allowed Priority Claims
against Leap, such Claims shall be satisfied by any assets transferred or
transferable to the Leap Creditor Trust that have not then been distributed to
holders of beneficial interests in the Leap Creditor Trust. Following the
Effective Date, after the satisfaction of all Allowed Administrative Claims and
Allowed Priority Claims against Leap and the resolution of all Disputed
Administrative Claims and Disputed Priority Claims against Leap, any remaining
Cash held in such reserve by Reorganized Leap will be distributed to the Leap
Creditor Trust. Under no circumstances shall Reorganized Leap, Cricket or any
other Debtor or Reorganized Debtor be liable in any way for any Claims against
Leap, including such Allowed Administrative Claims and Allowed Priority Claims.
SECTION 8.06 SETOFFS
Except with respect to claims released pursuant to the Plan or
any contract, instrument, release, indenture or other agreement or document
created in connection with the Plan, the Leap Creditor Trust Trustee and the
Reorganized Debtors may, as applicable and pursuant to section 553 of the
Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account of such
Claim (before any distribution is made on account of such Claim), the claims,
rights and causes of action of any nature that the Leap Creditor Trust Trustee
or any of the Reorganized Debtors may hold against the Holder of such Allowed
Claim; provided, however, that neither the failure to effect such a setoff nor
the allowance of any Claim hereunder will constitute a waiver or
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release by the Leap Creditor Trust or Reorganized Debtors of any such claims,
rights and causes of action that the Debtors, the Leap Creditor Trust or the
Reorganized Debtors may possess against such Holder.
ARTICLE IX.
IMPLEMENTATION AND EFFECT
OF CONFIRMATION OF THIS PLAN
SECTION 9.01 EFFECT OF CONFIRMATION OF THE PLAN
See Sections 5.02, 5.05, 5.09, 5.10 and 6.05 of the Plan.
ARTICLE X.
RETENTION OF JURISDICTION
Notwithstanding the entry of the Confirmation Order and the
occurrence of the Effective Date, the Court will retain such jurisdiction over
the Chapter 11 Cases after the Effective Date to the full extent permitted by
law, including, without limitation, jurisdiction to:
(a) Allow, disallow, determine, liquidate, classify, subordinate,
estimate or establish the priority or secured or unsecured status of any Claim
or Interest, including the resolution of any request for payment of any
Administrative Claim, the resolution of any objections to the allowance or
priority of Claims or Interests and the resolution of any dispute as to the
treatment necessary to reinstate a Claim pursuant to the Plan;
(b) Grant or deny any applications for allowance of compensation
or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the
Plan, for periods ending before the Effective Date;
(c) Resolve any matters related to the assumption or rejection of
any executory contract or unexpired lease to which any Debtor is a party or with
respect to which any Debtor may be liable, and to hear, determine and, if
necessary, liquidate any Claims arising therefrom;
(d) Ensure that distributions to Holders of Allowed Claims or
Allowed Interests are accomplished pursuant to the provisions of the Plan;
(e) Decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant or deny any
applications involving the Debtors, Reorganized Debtors or the Chapter 11 Cases
that may be pending on the Effective Date;
(f) Enter such Orders as may be necessary or appropriate to
implement or consummate the provisions of the Plan and all contracts,
instruments, releases, indentures and other agreements or documents created in
connection with the Plan, the Disclosure Statement or the Confirmation Order,
except as otherwise provided herein;
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(g) Resolve any cases, controversies, suits or disputes that may
arise in connection with the consummation, interpretation or enforcement of the
Plan or the Confirmation Order, including the release and injunction provisions
set forth in and contemplated by the Plan and the Confirmation Order, or any
entity's rights arising under or obligations incurred in connection with the
Plan or the Confirmation Order;
(h) Subject to any restrictions on modifications provided in any
contract, instrument, release, indenture or other agreement or document created
in connection with the Plan, modify the Plan before or after the Effective Date
pursuant to section 1127 of the Bankruptcy Code or modify the Disclosure
Statement, the Confirmation Order or any contract, instrument, release,
indenture or other agreement or document created in connection with the Plan,
the Disclosure Statement or the Confirmation Order; or remedy any defect or
omission or reconcile any inconsistency in any Court Order, the Plan, the
Disclosure Statement, the Confirmation Order or any contract, instrument,
release, indenture or other agreement or document created in connection with the
Plan, the Disclosure Statement or the Confirmation Order, in such manner as may
be necessary or appropriate to consummate the Plan, to the extent authorized by
the Bankruptcy Code;
(i) Issue injunctions, enter and implement other Orders or take
such other actions as may be necessary or appropriate to restrain interference
by any entity with consummation, implementation or enforcement of the Plan or
the Confirmation Order;
(j) Enter and implement such Orders as are necessary or
appropriate if the Confirmation Order is for any reason modified, stayed,
reversed, revoked or vacated;
(k) Determine any other matters that may arise in connection with
or relating to the Plan, this Disclosure Statement, the Confirmation Order or
any contract, instrument, release, indenture or other agreement or document
created in connection with the Plan, the Disclosure Statement or the
Confirmation Order, except as otherwise provided in the Plan; and
(l) Enter an Order concluding the Chapter 11 Cases.
The foregoing list is illustrative only and not intended to
limit in any way the Court's exercise of jurisdiction. If the Court abstains
from exercising jurisdiction or is otherwise without jurisdiction over any
matter arising out of the Chapter 11 Cases, including without limitation the
matters set forth in this Article, this Article shall have no effect upon and
shall not control, prohibit, or limit the exercise of jurisdiction by any other
court having competent jurisdiction with respect to such matter.
ARTICLE XI.
MISCELLANEOUS PROVISIONS
SECTION 11.01 EXEMPTION FROM TRANSFER TAXES
Pursuant to section 1146(c) of the Bankruptcy Code, the
issuance, transfer or exchange of notes or equity securities under the Plan, the
creation of any mortgage, deed of trust or other security interest, the making
or assignment of any lease or sublease, or the making or delivery of any deed or
other instrument of transfer under, in furtherance of, or in connection
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with the Plan, including, without limitation, any agreements of consolidation,
deeds, bills of sale or assignments executed in connection with any of the
transactions contemplated under the Plan shall not be subject to any stamp, real
estate transfer, mortgage recording or other similar tax.
SECTION 11.02 PAYMENT OF STATUTORY FEES
All fees payable on or before the Effective Date pursuant to
section 1930 of Title 28 of the United States Code shall be paid on or before
the Effective Date. The Debtors will pay quarterly fees to the U.S. Trustee
until entry of a final decree. In addition, the Debtors will file
post-Confirmation quarterly reports in conformance with the U.S. Trustee
Guidelines.
SECTION 11.03 MODIFICATION OR WITHDRAWAL OF THE PLAN
The Debtors reserve the right, in accordance with the
Bankruptcy Code, to amend, modify or withdraw the Plan prior to the entry of the
Confirmation Order. After the entry of the Confirmation Order, the Debtors may
amend or modify the Plan, or remedy any defect or omission or reconcile any
inconsistency in the Plan in such a manner as may be necessary to carry out the
purpose and intent of the Plan with the consent of the Official Committee and
the Informal Vendor Debt Committee.
SECTION 11.04 GOVERNING LAW
Unless a rule of law or procedure is supplied by federal law
(including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of
New York (without reference to the conflicts of laws provisions thereof) shall
govern the construction and implementation of the Plan and any agreements,
documents and instruments executed in connection with the Plan.
SECTION 11.05 FILING OR EXECUTION OF ADDITIONAL DOCUMENTS
On or before the Effective Date, the Debtors shall file with
the Court or execute, as appropriate, such agreements and other documents as may
be necessary or appropriate to effectuate and further evidence the terms and
conditions of the Plan.
SECTION 11.06 WITHHOLDING AND REPORTING REQUIREMENTS
In connection with the Plan and all instruments issued in
connection therewith and distributions thereon, to the extent applicable and
except as provided in Section 5.17(b) of this Plan, the Leap Creditor Trust
Trustee and the Reorganized Debtors shall comply with all withholding and
reporting requirements imposed by any federal, state, local or foreign taxing
authority and all distributions thereunder shall be subject to any such
withholding and reporting requirements.
SECTION 11.07 WAIVER OF RULE 62(a) OF THE FEDERAL RULES OF CIVIL PROCEDURE
The Debtors may request that the Confirmation Order include
(a) a finding that Rule 62(a) of the Federal Rules of Bankruptcy Procedure shall
not apply to the Confirmation Order, and (b) authorization for the Debtors to
consummate the Plan immediately after the entry of the Confirmation Order.
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SECTION 11.08 HEADINGS
Headings used in the Plan are for convenience and reference
only and shall not constitute a Part of the Plan for any purpose.
SECTION 11.09 EXHIBITS AND SCHEDULES
All Exhibits and Schedules to the Plan and Disclosure
Statement are incorporated into and constitute a part of the Plan as if set
forth herein.
SECTION 11.10 NOTICES
All notices, requests and demands hereunder to be effective
shall be in writing and unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when actually delivered or, in the case
of notice by facsimile transmission, when received and telephonically confirmed,
addressed as follows:
Latham & Watkins LLP Kramer Levin Naftalis & Frankel LLP
Attorneys for the Debtors Attorneys for the Official Committee
633 West Fifth Street, Suite 4000 919 Third Avenue
Los Angeles, California 90071 New York, New York 10022
Attn: Robert A. Klyman Attn: Robert T. Schmidt
Andrews & Kurth L.L.P. Office of the United States Trustee
Attorneys for Informal Vendor 402 West Broadway, Suite 600
Debt Committee San Diego, CA 92101
805 Third Avenue Attn: Tiffany L. Carroll
New York, New York 10022
Attn: Paul N. Silverstein
SECTION 11.11 PLAN SUPPLEMENT
Forms of documents relating to the Amended Debtor Certificates
of Incorporation, Amended Debtor Bylaws, Leap Creditor Trust Agreement and New
Senior Notes Indenture shall be contained in the Plan Supplement and filed with
the Clerk of the Court at least 5 days prior to the date of the Confirmation
Hearing. Upon its filing with the Court, the Plan Supplement may be inspected
during normal Court hours. Holders of Claims may obtain a copy of the Plan
Supplement upon written request to counsel to the Debtors.
SECTION 11.12 CONFLICT
The terms of this Plan shall govern in the event of any
inconsistency with the summaries of the Plan set forth in the Disclosure
Statement.
SECTION 11.13 SUCCESSORS AND ASSIGNS
The rights, benefits and obligations of any Person named or
referred to in the Plan shall be binding on, and shall inure to the benefit of,
any heir, executor, trustee, administrator, successor or assign of such Person.
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SECTION 11.14 SATURDAY, SUNDAY OR LEGAL HOLIDAY
If any payment or act under the Plan is required to be made or
performed on a date that is not a Business Day, then the making of such payment
or the performance of such act may be completed on the next succeeding Business
Day, but shall be deemed to have been completed as of the required date.
SECTION 11.15 POST-EFFECTIVE DATE EFFECT OF EVIDENCES OF CLAIMS OR INTERESTS
Notes, bonds, stock certificates and other evidences of Claims
against or Interests in the Debtors, and all Instruments of the Debtors (in
either case, other than those executed and delivered as contemplated hereby in
connection with the consummation of the Plan), shall, effective upon the
Effective Date, represent only the right to participate in the distributions
contemplated by the Plan.
SECTION 11.16 SEVERABILITY OF PLAN PROVISIONS
If, prior to Confirmation, any term or provision of the Plan
that does not govern the treatment of Claims or Interests provided for herein or
the conditions to the Effective Date is held by the Court to be invalid, void,
or unenforceable, the Court shall have the power to alter and interpret such
term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The
Confirmation Order shall constitute a judicial determination, and shall provide,
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.
SECTION 11.17 BALLOTING
Each Holder of an Allowed Claim or an Allowed Interest
entitled to vote on the Plan will receive a Ballot. The Ballot will contain two
boxes, one indicating acceptance of the Plan and the other indicating rejection
of the Plan. Holders of Allowed Claims or Allowed Interests who elect to vote on
the Plan must mark one or the other box pursuant to the instructions contained
on the Ballot. Any executed Ballot that does not indicate acceptance or
rejection of the Plan will be deemed to be an acceptance of the Plan.
SECTION 11.18 NO ADMISSIONS OR WAIVER OF OBJECTIONS
Notwithstanding anything herein to the contrary, nothing
contained in the Plan shall be deemed as an admission by any Debtor, the
Official Committee or the Informal Vendor Debt Committee with respect to any
matter set forth herein including, without limitation, liability on any Claim or
the propriety of any Claims classification. The Debtors are not bound by any
statements herein or in the Disclosure Statement as judicial admissions.
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SECTION 11.19 SURVIVAL OF SETTLEMENTS
All Court-approved settlements shall survive consummation of
the Plan, except to the extent that any provision of any such settlement is
inconsistent with the Plan, in which case the provisions of the Plan shall
supersede such inconsistent provision of such settlement.
Dated: July 8, 2003 LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ HARVEY P. WHITE
------------------------------
Its: Chief Executive Officer
Dated: July 8, 2003 CRICKET COMMUNICATIONS HOLDINGS,
INC.
By: /s/ HARVEY P. WHITE
------------------------------
Its: Chief Executive Officer
Dated: July 8, 2003 CRICKET COMMUNICATIONS, INC.
By: /s/ HARVEY P. WHITE
------------------------------
Its: Chief Executive Officer
Dated: July 8, 2003 FOR EACH OF THE LICENSE HOLDING
COMPANIES
By: /s/ HARVEY P. WHITE
------------------------------
Their: Chief Executive Officer
Dated: July 8, 2003 FOR EACH OF THE PROPERTY HOLDING
COMPANIES
By: /s/ HARVEY P. WHITE
------------------------------
Their: Chief Executive Officer
Dated: July 8, 2003 FOR EACH OF THE OTHER SUBSIDIARIES
By: /s/ HARVEY P. WHITE
------------------------------
Their: Chief Executive Officer
78