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Subscribers | 2003 |
Plan of Reorganization [Amended]
Plan of Reorganization [Amended] (181K)
Doc #125849: Click preview link for longer preview.
DEBTORS AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession, propose the following joint plan of reorganization under section 1121(a) of title 11 of the United States Code:
ARTICLE I
DEFINITIONS AND CONSTRUCTION OF TERMS
Definitions. As used herein, the following terms have the respective meanings specified below:
1.01. 364-Day Facility means that certain $2.65 billion 364-day revolving credit facility, dated as of June 8, 2001, among WorldCom as borrower and Bank of America, N.A. and The Chase Manhattan Bank as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several banks and other financial institutions as lenders.
1.02. Access Provider means an entity providing telecommunications services to the Debtors pursuant to an executory contract or a tariff filed by such entity with the Federal Communications Commission or a relevant state commission.
1.03. Ad Hoc Committee of Intermedia Noteholders means the informal committee of certain holders of Intermedia Senior Debt Claims and Intermedia Subordinated Debt Claims.
1.04. Ad Hoc Committee of MCIC Senior Noteholders means the informal committee of certain holders of MCIC Senior Debt Claims.
1.05. Ad Hoc Committee of WorldCom Noteholders means the informal committee of certain holders of WorldCom Note Claims.
1.06. Administrative Expense Claim means any right to payment constituting a cost or expense of administration of any of the Chapter 11 Cases under sections 503(b) and 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 actual and necessary costs and expenses of operating the business of the Debtors, any indebtedness or obligations incurred or assumed by the Debtors in Possession in connection with the conduct of their business, including, without limitation, for the acquisition or lease of property or an interest in property or the rendition of services, all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy 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 shall be excluded from the definition of Administrative Expense Claim and shall be paid in accordance with Section 13.05 of the Plan.
1.07. Allowed means, with reference to any Claim against the Debtors, (i) any Claim that has been listed by the Debtors in their Schedules, as such Schedules may be amended by the Debtors from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which no contrary proof of claim has been filed, (ii) any Claim allowed hereunder, (iii) any Claim that is not Disputed, (iv) any Claim that is compromised, settled, or otherwise resolved pursuant to the authority granted to the Reorganized Debtors pursuant to a Final Order of the Bankruptcy Court or under Section 7.06 of the Plan, or (v) any Claim that, if Disputed, has been Allowed by Final Order; provided, however, that Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered Allowed Claims hereunder. Unless otherwise specified herein or by order of the Bankruptcy Court, Allowed Administrative Expense Claim or Allowed Claim shall not, for any purpose under the Plan, include interest on such Administrative Expense Claim or Claim from and after the Commencement Date.
1.08. ASR means a document known in the telecommunications industry as an Access Service Request under which an entity elects to purchase certain non usage-sensitive telecommunications services from an Access Provider for a specified period of time. Solely for purposes of the Plan, ASRs under which the Debtors elected to purchase certain non usage-sensitive telecommunications services for a term of more than thirty (30) days are treated as executory contracts; provided, however, that for purposes of the Plan, ASRs under which the Debtors elected to purchase certain non usage-sensitive telecommunications services for a term of thirty (30) days or less are not treated as executory contracts.
1.09. Ballot means the form distributed to each holder of an impaired Claim that is entitled to vote to accept or reject the Plan on which is to be indicated (i) acceptance or rejection of the Plan and (ii) in the case of Class 6 WorldCom General Unsecured Claims and Class 12 Intermedia General Unsecured Claims that are Allowed in an amount greater than forty thousand ($40,000) dollars, whether such holder elects to treat its Claim as a Convenience Claim under the Plan.
1.10. Bank Actions means any and all Causes of Action of the Banks against the Debtors, the Reorganized Debtors, or any of their respective current or former officers or directors relating to or arising from the 364-Day Facility and the Revolving Credit Facility or the funding of any amounts thereunder, including without limitation, the Constructive Trust Action and the Maryland Action.
1.11. Bank Claims means all Claims of the Banks arising under the 364-Day Facility and the Revolving Credit Facility.
1.12. Bank Settlement means the settlement pursuant to Bankruptcy Rule 9019 under which the Banks party to the Constructive Trust Action will receive a Class 3A Allowed Claim entitling them to New Notes in the aggregate principal amount of seventy-five million ($75,000,000) dollars in exchange for, among other things, dismissals with prejudice of the Constructive Trust Action and the Maryland Action. The Allowed Class 5 Claims of the Banks receiving distributions under the Bank Settlement shall be reduced by an amount equal to the Class 3A distributions such Banks receive.
1.13. Bank Settlement Claims means all Claims of the Banks arising under the Bank Settlement.
1.14. Bankruptcy Code means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases.
1.15. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Chapter 11 Cases.
1.16. 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 any Local Rules of the Bankruptcy Court.
125849
|
 BofA Securities
As referenced in this Plan of Reorganization [Amended]:
Banc of America Securities – of June 8, 2001, among WorldCom as borrower and Bank of America, N.A. and The Chase Manhattan Bank as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan
_____________
Banc of America Securities – as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-
_____________
Banc of America Securities – of June 8, 2001, among WorldCom as borrower and Bank of America, N.A. and The Chase Manhattan Bank as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan
_____________
Banc of America Securities – as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-
_____________
dt 93584
;
ABN AMRO Bank
As referenced in this Plan of Reorganization [Amended]:
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
ABN Amro Bank – and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several
ABN Amro Bank – section 1129 of the Bankruptcy Code.
1.31. Constructive Trust Action means the action styled ABN Amro Bank N.V., et al. v. WorldCom, Inc., 02 Civ. 5437 (JSR), which is pending in
ABN Amro Bank – and assigns of any of the forgoing.
1.66. Maryland Action means the action styled ABN Amro Bank N.V., et al. v. Susan Mayer, Case No. 235174, which is pending in the
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
dt 45181
;
Citibank
As referenced in this Plan of Reorganization [Amended]:
Citibank, N.A. – J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several banks
_____________
Citibank, N.A. – Senior Notes Indenture Trustee means Law Debenture Trust Company of New York, as successor in interest to Wilmington Trust Company (as successor to Citibank, N.A. ), in its capacity as indenture trustee under the MCIC Senior Notes Indentures or its duly appointed successor.
1.71. MCIC Subordinated Debt
_____________
Citibank, N.A. – J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several banks
_____________
dt 145823
;
|
MCI
As referenced in this Plan of Reorganization [Amended]:
MCI, Inc – included in the Plan Supplement.
(c) On the Effective Date, Reorganized WorldCom shall reincorporate as a Delaware corporation and change its name to MCI, Inc . In order to effectuate Reorganized WorldComs reincorporation as a Delaware corporation, WorldCom shall merge into a wholly owned Subsidiary that is incorporated
_____________
MCI, Inc – Subsidiary that is incorporated in Delaware, with such Subsidiary being the surviving corporation. At such time, such Subsidiary shall change its name to MCI, Inc .
(d) The mergers, transfers of assets, dissolutions, consolidations, and other transactions contemplated in this Section 5.05 shall be approved and effective
_____________
MCI, Inc – Reorganized WorldCom Certificate of Incorporation and Reorganized WorldCom By-laws shall provide that, on the Effective Date, WorldCom shall change its name to MCI, Inc . and reincorporate as a Delaware corporation in the manner set forth in Section 5.05(c) of the Plan. On and after
_____________
MCI, Inc – in the manner set forth in Section 5.05(c) of the Plan. On and after the Effective Date, the corporate offices of MCI, Inc . and the other Reorganized Debtors shall be located at 22001 Loudoun County Parkway, Ashburn, Virginia 20147.
5.09. Cancellation of Existing Securities
_____________
MCI, Inc. – Corporation
02-42272
National Telecommunications of Florida, Inc.
02-42273
N.C.S. Equipment Corporation
02-42274
Netwave Systems, Inc.
02-42275
networkMCI, Inc.
02-42276
Northeast Networks, Inc.
02-42277
Nova Cellular Co.
02-42278
NTC, Inc.
02-42279
Overseas Telecommunications, Inc.
02-42280
Shared
_____________
dt 276647
;
ABN AMRO Bank
As referenced in this Plan of Reorganization [Amended]:
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
ABN Amro Bank – and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several
ABN Amro Bank – section 1129 of the Bankruptcy Code.
1.31. Constructive Trust Action means the action styled ABN Amro Bank N.V., et al. v. WorldCom, Inc., 02 Civ. 5437 (JSR), which is pending in
ABN Amro Bank – and assigns of any of the forgoing.
1.66. Maryland Action means the action styled ABN Amro Bank N.V., et al. v. Susan Mayer, Case No. 235174, which is pending in the
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
dt 45181
;
More... |
| Subscribers | 2004 |
Code of Ethics
Code of Ethics (48K)
Doc #248306: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-14
{SEQUENCE}5
{FILENAME}ex14-1.txt
{DESCRIPTION}EXHIBIT 14.1
{TEXT}
EXHIBIT 14.1
CODE OF ETHICS
{PAGE}
BANK OF AMERICA CORPORATION CODE OF ETHICS AND
GENERAL POLICY ON INSIDER TRADING
BANK OF AMERICA CORPORATION CODE OF ETHICS
GENERAL STATEMENT
Bank of America Corporation is committed to the highest standards of ethical and
professional conduct, and this Code of Ethics provides you guidance in how to
uphold these standards. In addition, the General Policy on Insider Trading,
which is included in this booklet, sets forth the policies of the Corporation(1)
with respect to personal securities transactions. Additional direction is
provided in the job related manuals, policies and procedures of certain areas
because of the areas' particular activities, operating risks or individual
responsibilities, and in other publications that address associate conduct, such
as the ASSOCIATE HANDBOOK and the policies included therein. The Code of Ethics,
the General Policy on Insider Trading, the ASSOCIATE HANDBOOK, any work-related
manuals, policies or procedures applicable to you, and any other publications
that address associate conduct are collectively referred to as the "Documents."
This Code supersedes and replaces any prior communications, policies, rules,
practices, standards and/or guidelines to the contrary, whether written or oral.
To the extent there are any conflicts with the ASSOCIATE HANDBOOK, the language
of this Code controls.
This Code consists of basic standards of business practice as well as
professional and personal conduct. Such standards require honesty and candor in
our activities, including the observance of the spirit and the letter of the
law. As set forth below, these standards have both personal and corporate
implications.
PERSONAL CONDUCT. Because the Corporation is judged by the collective
performance and public perception of its associates, you must always act in a
manner that merits public trust and confidence. The following are our basic
principles of personal conduct:
o You must not take any action, either personally or on behalf of the
Corporation, which will violate any law or regulation affecting our business.
o You must perform your assigned duties to the best of your ability and in the
best interests of the Corporation, its customers, associates and shareholders.
o You must avoid all circumstances that could produce conflicts or the
appearance of conflicts between your personal interests and those of the
Corporation.
o You must comply with security and safety procedures established by the
Corporation.
o You must adhere to and fully comply with all of the Corporation's policies and
procedures, including the Code, the Policy and the ASSOCIATE HANDBOOK.
o You must respect the confidentiality of information obtained in the course of
business, including information related to the financial affairs of customers
or to the investment value of any business enterprise.
o You must exercise absolute candor and fully cooperate in providing facts and
information in connection with company Investigations, or if requested of you
by management or other authorized persons, to the fullest extent permitted by
law.
o You must not use corporate resources or your corporate position in pursuit of
personal interests that violate the documents or any law or regulation.
Some specific examples of prohibited conduct are set forth in the ASSOCIATE
HANDBOOK for your guidance, but such examples are not meant to be all-inclusive.
(1) THE TERMS "CORPORATION" AND "BANK OF AMERICA" REFER TO BANK OF AMERICA
CORPORATION AND ITS SUBSIDIARIES. FOR convenience, we USE THESE TERMS BECAUSE
VARIOUS COMPANIES WITHIN BANK OF AMERICA CORPORATION USE THIS BOOKLET THE USE OF
THESE TERMS HERE OR IN OTHER PUBLICATIONS DOES NOT MEAN YOU ARE ALT EMPLOYEE OF
SANK OF AMERICA CORPORATION. You REMAIN SOLELY ART EMPLOYEE OF THE COMPANY THAT
DIRECTLY PAYS YOUR WAGES, AND THE USE OF THESE TERMS OR ISSUANCE OF THIS BOOKLET
DOES NOT CHANGE YOUR EXISTING AT-WILL EMPLOYEE STATUS.
Bank of America Corporation Code of Ethics and General Policy on Insider Trading
Page 1 of 13
{PAGE}
CORPORATE CONDUCT. Our corporate activities should earn the confidence and trust
of our customers, associates and shareholders, The following are our basic
principles of corporate conduct:
o The Corporation will not cause or tolerate any violation of law or regulation
in the conduct of its business or related activities.
o The Corporation is committed to maintaining a level of earnings that provides
an equitable return on investment for its shareholders; providing satisfying
employment opportunities in its various communities; and providing financial
services and resources that meet the needs of its customers and the
communities it serves.
o The Corporation will cooperate fully with its regulators and auditors and will
disclose, on a timely basis, information required for judging the soundness of
its condition and its merits as art investment.
o The Corporation will maintain and uphold standards and procedures that are
designed to safeguard the legitimate confidentiality of information pertaining
to customers and associates.
o The Corporation will conduct its business in fair and open competition and
will not enter into illegal arrangements with competitors affecting pricing or
marketing policies.
ASSOCIATE RESPONSIBILITIES
The reputation of any financial institution depends upon the conduct and values
of its associates. Building and ensuring an unblemished reputation involves:
o creating a culture of personal accountability;
o shaping the judgment of each associate on basic matters of policy;
o providing specific direction for each associate's approach to a variety of
situations;
o accepting responsibility for decisions based on these directions; and
248306
|
BofA Securities
As referenced in this Code of Ethics:
Banc of America Securities – and expenditures in
federal elections and In many states.
Certain broker-dealer associates and other associates who may refer municipal
securities business to Banc of America Securities LLC are subject to additional
conditions regarding political contribution and volunteer activities. These
associates should consult their job related policy manual or their
_____________
dt 94103
;
| |
| Subscribers | 2002 |
Consent
Consent (1K)
Doc #322672: This document is immediately available for purchase, but does not have a preview available for viewing.
322672
|
BofA Securities
As referenced in this Consent:
BANC OF AMERICA SECURITIES LLC – TYPE}EX-23.7
{SEQUENCE}9
{FILENAME}f86112a1exv23w7.txt
{DESCRIPTION}EXHIBIT 23.7
{TEXT}
{PAGE}
EXHIBIT 23.7
December 12, 2002
CONSENT
OF
BANC OF AMERICA SECURITIES LLC
Board of Directors
Hyseq, Inc.
670 Almanor Avenue
Sunnyvale, California 94085
Members of the Board:
We hereby consent to the inclusion of (
_____________
Banc of America Securities LLC – that we
are "experts" for purposes of, the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
By: /s/ Banc of America Securities LLC
BANC OF AMERICA SECURITIES LLC
{/TEXT}
{/DOCUMENT}
_____________
BANC OF AMERICA SECURITIES LLC – purposes of, the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
By: /s/ Banc of America Securities LLC
BANC OF AMERICA SECURITIES LLC
{/TEXT}
{/DOCUMENT}
_____________
dt 506046
;
| |
| Subscribers | 2002 |
Consent
Consent (1K)
Doc #322679: This document is immediately available for purchase, but does not have a preview available for viewing.
322679
|
BofA Securities
As referenced in this Consent:
BANC OF AMERICA SECURITIES LLC – TYPE}EX-23.7
{SEQUENCE}8
{FILENAME}f86112orexv23w7.txt
{DESCRIPTION}EXHIBIT 23.7
{TEXT}
{PAGE}
EXHIBIT 23.7
November 25, 2002
CONSENT
OF
BANC OF AMERICA SECURITIES LLC
Board of Directors
Hyseq, Inc.
670 Almanor Avenue
Sunnyvale, California 94085
Members of the Board:
We hereby consent to the inclusion of (
_____________
Banc of America Securities LLC – that we are "experts" for purposes of, the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
By: /s/ Banc of America Securities LLC
BANC OF AMERICA SECURITIES LLC
{/TEXT}
{/DOCUMENT}
_____________
BANC OF AMERICA SECURITIES LLC – purposes of, the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
By: /s/ Banc of America Securities LLC
BANC OF AMERICA SECURITIES LLC
{/TEXT}
{/DOCUMENT}
_____________
dt 506047
;
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| Preview
Subscribers | 2005 |
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement (41K)
Doc #1666963: Click preview link for longer preview.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
This Contribution, Conveyance and Assumption Agreement, dated as of October 4, 2005, is entered into by and among GLOBAL GP LLC, a Delaware limited liability company (�GP LLC�), GLOBAL PARTNERS LP, a Delaware limited partnership (�MLP�), GLOBAL OPERATING LLC, a Delaware limited liability company (�OLLC�), GLOBAL COMPANIES LLC, a Delaware limited liability company (�Global�), GLOBAL MONTELLO GROUP LLC, a Delaware limited liability company (�GMG�), CHELSEA SANDWICH LLC, a Delaware limited liability company (�Chelsea LLC�), . . .
1666963
|
BofA Securities
As referenced in this Contribution, Conveyance and Assumption Agreement:
Banc of America Securities LLC – set forth in the Partnership Agreement.
Underwriters means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc., Raymond James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC .
Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.
ARTICLE II
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Distribution and Assignment of Working
_____________
dt 1706146
;
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McDonald
As referenced in this Contribution, Conveyance and Assumption Agreement:
McDonald Investments Inc – in the opening paragraph of this Agreement.
Subordinated Units has the meaning as set forth in the Partnership Agreement.
Underwriters means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc ., Raymond James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC.
Working Capital Assets has the meaning as set forth in the Recitals of this
_____________
dt 1721225
|
| Preview
Subscribers | 2005 |
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement (36K)
Doc #1666990: Click preview link for longer preview.
GLOBAL PARTNERS LP
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
This Contribution, Conveyance and Assumption Agreement, dated as of September [ ], 2005, is entered into by and among GLOBAL GP LLC, a Delaware limited liability company ("GP LLC"), GLOBAL PARTNERS LP, a Delaware limited partnership ("MLP"), GLOBAL OPERATING LLC, a Delaware limited liability company ("OLLC"), GLOBAL COMPANIES LLC, a Delaware limited liability company ( . . .
1666990
|
BofA Securities
As referenced in this Contribution, Conveyance and Assumption Agreement:
Banc of America Securities LLC – set forth in the Partnership Agreement.
"Underwriters" means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc., Raymond James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC .
"Working Capital Assets" has the meaning as set forth in the Recitals of this Agreement.
ARTICLE II
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Distribution and Assignment of Working
_____________
dt 1706147
;
|
McDonald
As referenced in this Contribution, Conveyance and Assumption Agreement:
McDonald Investments Inc – in the opening paragraph of this Agreement.
"Subordinated Units" has the meaning as set forth in the Partnership Agreement.
"Underwriters" means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc ., Raymond James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC.
"Working Capital Assets" has the meaning as set forth in the Recitals of this
_____________
dt 1721226
|
| Preview
Subscribers | 2005 |
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement (36K)
Doc #1667014: Click preview link for longer preview.
GLOBAL PARTNERS LP
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
This Contribution, Conveyance and Assumption Agreement, dated [ ], 2005, is entered into by and among GLOBAL GP LLC, a Delaware limited liability company ("GP LLC"), GLOBAL PARTNERS LP, a Delaware limited partnership ("MLP"), GLOBAL OPERATING LLC, a . . .
1667014
|
BofA Securities
As referenced in this Contribution, Conveyance and Assumption Agreement:
Banc of America Securities LLC – set forth in the Partnership Agreement.
"Underwriters" means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc., Raymond James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC .
"Working Capital Assets" has the meaning as set forth in the Recitals of this Agreement.
ARTICLE II
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Distribution of Working Capital Assets
_____________
dt 1706148
;
|
McDonald
As referenced in this Contribution, Conveyance and Assumption Agreement:
McDonald Investments Inc – in the opening paragraph of this Agreement.
"Subordinated Units" has the meaning as set forth in the Partnership Agreement.
"Underwriters" means Lehman Brothers Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc ., Raymond James & Associates, Inc., RBC Capital Markets Corporation and Banc of America Securities LLC.
"Working Capital Assets" has the meaning as set forth in the Recitals of this
_____________
dt 1721227
|
| Preview
Subscribers | 2002 |
Debtor's Plan of Reorganization
Debtor's Plan of Reorganization (137K)
Doc #987398: Click preview link for longer preview.
)
In re: ) Chapter 11
)
ITC^DELTACOM, INC., ) Case No. 02-11848 (MFW)
)
)
Debtor. )
)
)
DEBTOR'S PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
---------------------------------------
. . .
987398
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BofA Securities
As referenced in this Debtor's Plan of Reorganization:
Banc of America
Securities LLC – as subsidiary
guarantors, Morgan Stanley Senior Funding,
Inc., as administrative agent and joint lead
arranger and joint book runner, Morgan Stanley
& Co., Incorporated, as collateral agent, the
lender signatories thereto, Banc of America
Securities LLC , as a joint lead arranger and
joint book runner, and Bank of America, N.A.,
as syndication agent and any and all of the
documents, instruments and agreements relating
_____________
dt 1355950
;
MetLife
As referenced in this Debtor's Plan of Reorganization:
MetLife, Inc – Gordon & Co.; Appaloosa Management, LP;
Citadel Investment Group, LLC; Credit Suisse
Asset Management; David L. Babson & Co. Inc.;
Deutsche Bank Securities Inc.; Dresdner
Kleinwort Wasserstein-Grantchester; Marathon
Asset Management Ltd.; MetLife, Inc .; MFS
Investment Management; Provident Investment
Management, LLC; Quattro Global Capital, LLC;
Sankaty Advisors (Bain Capital); The TCW
Group; Wachovia Securities and Wellington
Management Company LLP.
-12-
Unsecured Claim
_____________
dt 1323886
;
BofA
As referenced in this Debtor's Plan of Reorganization:
Bank of America, N.A. – and joint book runner, Morgan Stanley
& Co., Incorporated, as collateral agent, the
lender signatories thereto, Banc of America
Securities LLC, as a joint lead arranger and
joint book runner, and Bank of America, N.A. ,
as syndication agent and any and all of the
documents, instruments and agreements relating
thereto, including, without limitation, all
guarantees and security documents, instruments
and agreements executed and delivered
_____________
dt 1555004
;
|
Deutsche Bank
As referenced in this Debtor's Plan of Reorganization:
Deutsche Bank Securities Inc – Notes formed prior
to the Petition Date and comprised of Aegon;
Angelo Gordon & Co.; Appaloosa Management, LP;
Citadel Investment Group, LLC; Credit Suisse
Asset Management; David L. Babson & Co. Inc.;
Deutsche Bank Securities Inc .; Dresdner
Kleinwort Wasserstein-Grantchester; Marathon
Asset Management Ltd.; MetLife, Inc.; MFS
Investment Management; Provident Investment
Management, LLC; Quattro Global Capital, LLC;
Sankaty Advisors (Bain Capital); The TCW
Group; Wachovia
_____________
dt 1376432
;
Morgan Stanley
As referenced in this Debtor's Plan of Reorganization:
Morgan Stanley
& Co. – as borrower,
ITC^DeltaCom Communications, Inc. and DeltaCom
Information Systems, Inc. as subsidiary
guarantors, Morgan Stanley Senior Funding,
Inc., as administrative agent and joint lead
arranger and joint book runner, Morgan Stanley
& Co. , Incorporated, as collateral agent, the
lender signatories thereto, Banc of America
Securities LLC, as a joint lead arranger and
joint book runner, and Bank of America, N.A.,
as
_____________
dt 1472093
;
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Subscribers | 2004 |
Escrow Agreement
Escrow Agreement (52K)
Doc #385656: Click preview link for longer preview.
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP.,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Escrow Agent
Dated as of August 19, 2004
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated as of . . .
385656
|
BofA Securities
As referenced in this Escrow Agreement:
BANC OF AMERICA SECURITIES LLC – EXHIBIT 10.2
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Exhibit 10.2
EXECUTION COPY
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC ,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP.,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as
_____________
BANC OF AMERICA SECURITIES LLC – ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated as of August 19, 2004, is made by and among LA QUINTA PROPERTIES, INC., a Delaware corporation (the "Company"), LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC , WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP. and CALYON SECURITIES (USA) INC. (collectively, the "Initial Purchasers"), U.S. BANK TRUST NATIONAL ASSOCIATION, as
_____________
Banc of America Securities LLC – Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attention: Terry M. Schpok, P.C.
Facsimile No.: (214) 969-4343
If to the Initial Purchasers to:
Lehman Brothers Inc.
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Calyon Securities (USA) Inc.
12
c/o Lehman Brothers Inc.
745 Seventh Avenue, 19th Floor
New
_____________
dt 1002908
;
La Quinta
As referenced in this Escrow Agreement:
La Quinta Corp – escrow agent and as securities intermediary ("Escrow Agent").
RECITALS
A. The Notes. Pursuant to that certain indenture (the "Indenture"), dated as of August 19, 2004, by and among the Company, La Quinta Corp oration (the "Guarantor") and the Trustee, the Company has on the date hereof and concurrently with the execution of this Agreement issued $200,000,000 in aggregate principal amount of
_____________
La Quinta Corp – addressed as follows:
To the Company:
La Quinta Properties, Inc.
909 Hidden Ridge, Suite 600
Irving, Texas 75038
Attention: General Counsel
Facsimile No.: (214) 492-6616
With a copy to:
La Quinta Corp oration
909 Hidden Ridge, Suite 600
Irving, Texas 75038
Attention: General Counsel
Facsimile No.: (214) 492-6616
With a copy to:
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific
_____________
dt 1379564
;
CIBC World
As referenced in this Escrow Agreement:
CIBC WORLD MARKETS CORP. – 2
EXECUTION COPY
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP. ,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Escrow Agent
Dated as
_____________
CIBC WORLD MARKETS CORP. – made by and among LA QUINTA PROPERTIES, INC., a Delaware corporation (the "Company"), LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP. and CALYON SECURITIES (USA) INC. (collectively, the "Initial Purchasers"), U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee under the Indenture referred to below ("Trustee"), and U.S. BANK TRUST
_____________
CIBC World Markets Corp. – P.C.
Facsimile No.: (214) 969-4343
If to the Initial Purchasers to:
Lehman Brothers Inc.
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Calyon Securities (USA) Inc.
12
c/o Lehman Brothers Inc.
745 Seventh Avenue, 19th Floor
New York, New York 10019
Attention: John Cokinos
Facsimile No.: (646) 758-1124)
With
_____________
dt 1018228
;
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Lehman Brothers
As referenced in this Escrow Agreement:
LEHMAN BROTHERS INC – a2143562zex-10_2.htm EXHIBIT 10.2
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Exhibit 10.2
EXECUTION COPY
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC .,
BANC OF AMERICA SECURITIES LLC,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP.,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S.
_____________
LEHMAN BROTHERS INC – August 19, 2004
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated as of August 19, 2004, is made by and among LA QUINTA PROPERTIES, INC., a Delaware corporation (the "Company"), LEHMAN BROTHERS INC ., BANC OF AMERICA SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP. and CALYON SECURITIES (USA) INC. (collectively, the "Initial Purchasers"), U.S.
_____________
Lehman Brothers Inc – Agent's and the Trustee's receipt on or before October 18, 2004 of a certificate from the chief executive officer or chief financial officer of the Company, acknowledged by Lehman Brothers Inc . ("Lehman Brothers") on behalf of the Initial Purchasers, substantially in the form of Exhibit A hereto (the "Release Certificate"), (a) the Escrow Agent shall transfer the Company Deposit on
_____________
Lehman Brothers Inc – Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attention: Terry M. Schpok, P.C.
Facsimile No.: (214) 969-4343
If to the Initial Purchasers to:
Lehman Brothers Inc .
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Calyon Securities (USA) Inc.
12
c/o Lehman Brothers Inc.
745
_____________
Lehman Brothers Inc – Purchasers to:
Lehman Brothers Inc.
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Calyon Securities (USA) Inc.
12
c/o Lehman Brothers Inc .
745 Seventh Avenue, 19th Floor
New York, New York 10019
Attention: John Cokinos
Facsimile No.: (646) 758-1124)
With a copy to:
Weil, Gotshal & Manges LLP
767 Fifth
_____________
dt 1008541
;
 Akin Gump
As referenced in this Escrow Agreement:
Akin Gump – 214) 492-6616
With a copy to:
La Quinta Corporation
909 Hidden Ridge, Suite 600
Irving, Texas 75038
Attention: General Counsel
Facsimile No.: (214) 492-6616
With a copy to:
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attention: Terry M. Schpok, P.C.
Facsimile No.: (214) 969-4343
If to the Initial Purchasers to:
_____________
dt 1046708
;
Weil Gotshal
As referenced in this Escrow Agreement:
Weil, Gotshal – USA) Inc.
12
c/o Lehman Brothers Inc.
745 Seventh Avenue, 19th Floor
New York, New York 10019
Attention: John Cokinos
Facsimile No.: (646) 758-1124)
With a copy to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Rod Miller, Esq.
Facsimile No.: (212) 310-8007
To Trustee:
U.S. Bank Trust National Association
100
_____________
dt 1002601
|
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Subscribers | 2005 |
Escrow Agreement
Escrow Agreement (53K)
Doc #723446: Click preview link for longer preview.
ESCROW AGREEMENT
among
GSC HOLDINGS CORP.,
GAMESTOP, INC.
and
CITIBANK, N.A.
as Escrow Agent and Trustee
Dated as of September 28, 2005
ESCROW AGREEMENT
ESCROW AGREEMENT (this "Escrow Agreement") made this 28th day of September,
2005 by and among CITIBANK, N. . . .
723446
|
BofA Securities
As referenced in this Escrow Agreement:
Banc of America Securities LLC – a
"Depositor").
WHEREAS, pursuant to the Purchase Agreement (the "Purchase Agreement"),
dated as of September 21, 2005, among the Depositors, the Initial Guarantors (as
defined therein), Citigroup Global Markets Inc., Banc of America Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the
"Initial Purchasers"), the Depositors have agreed to sell to the Initial
Purchasers $300 million aggregate principal amount of Senior Floating
_____________
dt 1705019
;
|
Citigroup Global
As referenced in this Escrow Agreement:
Citigroup Global Markets Inc – the "Depositors" and each, a
"Depositor").
WHEREAS, pursuant to the Purchase Agreement (the "Purchase Agreement"),
dated as of September 21, 2005, among the Depositors, the Initial Guarantors (as
defined therein), Citigroup Global Markets Inc ., Banc of America Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the
"Initial Purchasers"), the Depositors have agreed to sell to the Initial
Purchasers $300 million aggregate
_____________
Citigroup Global Markets Inc – expenses (including attorneys' fees)
payable to the Escrow Agent, (ii) the fee payable to Citibank, N.A.
specified in Section 6(a)(i) hereof and (iii) the fee payable to
Citigroup Global Markets Inc . specified in Section 6(a)(ii) hereof.
The Escrow Agent shall have no duty or obligation to review the
content of the items referenced in clauses (i) through (iv)
_____________
Citigroup Global Markets Inc – N.A. at:
Bank Name: Citibank, N.A.
ABA No.: 021 000 089
Acct. Name: CITICORP INDUSTRIAL CREDIT
Acct. No.: 3885-8061
Reference: GameStop
-5-
(ii) $13,550,000 to Citigroup Global Markets Inc . at:
Bank Name: JP MORGAN CHASE BANK CHICAGO ILL
Location: Chicago, IL
ABA No.: 071 000 013
Acct. Name: CITIGROUP GLOBAL MARKETS INC.
Acct. No.: 5143322
Attn: Dawn Baldeo
_____________
CITIGROUP GLOBAL MARKETS INC – GameStop
-5-
(ii) $13,550,000 to Citigroup Global Markets Inc. at:
Bank Name: JP MORGAN CHASE BANK CHICAGO ILL
Location: Chicago, IL
ABA No.: 071 000 013
Acct. Name: CITIGROUP GLOBAL MARKETS INC .
Acct. No.: 5143322
Attn: Dawn Baldeo 212 723 9449
Reference: GameStop, CUSIP #s 36293YAC9/U0391VAB1/36293YAA3
/U0391VAA3
(iii) all remaining amounts of Escrow Property to the Depositors.
(b) If
_____________
dt 1710399
|
| Preview
Subscribers | 2004 |
Escrow Agreement
Escrow Agreement (53K)
Doc #1312693: Click preview link for longer preview.
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP.,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Escrow Agent
Dated as of August 19, 2004
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated as of . . .
1312693
|
BofA Securities
As referenced in this Escrow Agreement:
BANC OF AMERICA SECURITIES LLC – EXHIBIT 10.2
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.2
EXECUTION COPY
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC ,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP.,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as
_____________
BANC OF AMERICA SECURITIES LLC – ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated as of August 19, 2004, is made by and among LA QUINTA PROPERTIES, INC., a Delaware corporation (the "Company"), LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC , WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP. and CALYON SECURITIES (USA) INC. (collectively, the "Initial Purchasers"), U.S. BANK TRUST NATIONAL ASSOCIATION, as
_____________
Banc of America Securities LLC – Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attention: Terry M. Schpok, P.C.
Facsimile No.: (214) 969-4343
If to the Initial Purchasers to:
Lehman Brothers Inc.
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Calyon Securities (USA) Inc.
12
c/o Lehman Brothers Inc.
745 Seventh Avenue, 19th Floor
New
_____________
dt 1705778
;
La Quinta
As referenced in this Escrow Agreement:
La Quinta Corp – escrow agent and as securities intermediary ("Escrow Agent").
RECITALS
A. The Notes. Pursuant to that certain indenture (the "Indenture"), dated as of August 19, 2004, by and among the Company, La Quinta Corp oration (the "Guarantor") and the Trustee, the Company has on the date hereof and concurrently with the execution of this Agreement issued $200,000,000 in aggregate principal amount of
_____________
La Quinta Corp – addressed as follows:
To the Company:
La Quinta Properties, Inc.
909 Hidden Ridge, Suite 600
Irving, Texas 75038
Attention: General Counsel
Facsimile No.: (214) 492-6616
With a copy to:
La Quinta Corp oration
909 Hidden Ridge, Suite 600
Irving, Texas 75038
Attention: General Counsel
Facsimile No.: (214) 492-6616
With a copy to:
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific
_____________
dt 1715180
;
|
CIBC World
As referenced in this Escrow Agreement:
CIBC WORLD MARKETS CORP. – 2
EXECUTION COPY
ESCROW AGREEMENT
by and among
LA QUINTA PROPERTIES, INC.
and
LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC,
WELLS FARGO SECURITIES, LLC,
MORGAN STANLEY & CO. INCORPORATED,
CIBC WORLD MARKETS CORP. ,
and
CALYON SECURITIES (USA) INC.,
as Initial Purchasers
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Escrow Agent
Dated as
_____________
CIBC WORLD MARKETS CORP. – made by and among LA QUINTA PROPERTIES, INC., a Delaware corporation (the "Company"), LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP. and CALYON SECURITIES (USA) INC. (collectively, the "Initial Purchasers"), U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee under the Indenture referred to below ("Trustee"), and U.S. BANK TRUST
_____________
CIBC World Markets Corp. – P.C.
Facsimile No.: (214) 969-4343
If to the Initial Purchasers to:
Lehman Brothers Inc.
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Calyon Securities (USA) Inc.
12
c/o Lehman Brothers Inc.
745 Seventh Avenue, 19th Floor
New York, New York 10019
Attention: John Cokinos
Facsimile No.: (646) 758-1124)
With
_____________
dt 1704514
;
|