Free Designated Record on Appeal - District Court of Delaware - Delaware

Case 1:08-cv-00513-JJF

Document 2

Filed 08/13/2008

Page 1 of 6

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:

Chapter 11

NORTHWESTERN CORPORATION

Case Nos. 03- 12872

(KJC)

Ref. Dkt. 3733, 3728

Debtor.

AD HOC COMMITTEE OF CLASS 7 BE PRESENTED AND DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL, PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 8006

On July 23 ,

2008 , an ad hoc group of

Ad Hoc Committee ) holding

approximately $339 912 000 face amount of the undisputed Class 7 Claims against the

captioned former debtor ("NorthWestern
above-captioned case ,

), filed a

l. No.

from the Order Authorizing and Approving Amended Global

Agreement by and Among Northwestern Corporation , Clark Fork and Blackfoot , LLC , Magten

Asset Management Corporation

Law

, The Plan

Committee , Paul , Hastings , Janofsky & Walker LLP , The Bank of New York , Michael Hanson

and Ernie Kindt (the " Order

) (D.

l. No. 3728), entered on the docket by this Court on July 14

2008. The Ad Hoc Committee

appeal and designates the following items to be transmitted to the United States
for the District of Delaware pursuant to Federal Rule of Bankruptcy Procedure 8006.

STATEMENT OF ISSUES TO BE PRESENTED ON APPEAL
The Ad Hoc Committee hereby identifies the following issues to be presented by it on its
appeal of the Order:

525. 001- 21422. DOC

Case 1:08-cv-00513-JJF

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Did the Bankruptcy Court err in

s Motion (" Motion

) for an

Order , Pursuant to Sections 105 and 1142 of the Bankruptcy Code and Bankruptcy Rules 3020
and 9019 ,

Authorizing and

Global Settlement" )

Among

NorthWestern , Clark Fork and Blackfoot , LLC , Magten Asset Management Corporation , Law

Debenture Trust Company of New York ,

the Plan Committee , Paul , Hastings ,

Janofsky &

Walker LLP , The Bank of New York , Michael Hanson and Ernie Kindt?

Did the Bankruptcy err , as a matter of law , when it held that the
Agreement does not

Reorganization Under Chapter 11 of the Bankruptcy Code dated August 14 2004 (the " Plan

Did the Bankruptcy Court err when it determined to approve the Global Settlement
pursuant to Rule 9019?

DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL
The Ad Hoc Committee designates the following items as necessary for the determination
of the instant appeal , together with all exhibits , attachments and documents incorporated by
reference therein:

8/31/04

2020

Debtors Second Amended
Reorganization under Chapter 11 of the Bankruptcy Code

10/19/04 2238

Order Second Amended Restated Plan of Reorganization Under Chapter
Bankruptcy Code.

12/05/07 3642

Joint Motion of NorthWestern Committee for an Order , Pursuant to Sections 105 and 1142 of the Bankruptcy Code and Bankruptcy Rules 3020 and 9019 , Authorizing and Approving Dispute Resolution
Agreement.

525. 001 - 2 1422. DOC

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01123/08 3657

Joint Objection of Law Debenture Trust Company of New York and

Management
NorthWestern Corporation and the Plan Committee

as

to

(I)

for 105

Order , Pursuant

to

Sections

and
3020 and

Bankruptcy Code and Bankruptcy Rules

Authorizing and
Agreement and (II) Corporation and the Plan
Pursuant to for 107(b)

9019

an Order
of the

Sections 363 ,

105(a) and

9018 for File Under Seal the " Side Letter to the Dispute Resolution Agreement for Which They Jointly Seek an Order Pursuant to Sections 105 and 1142 of the Bankruptcy Code and Bankruptcy Rules 3020 and 9019.
Authorization to

Bankruptcy Code

3/1 7/08

3676

Motion

for

an Order , Pursuant

to

Sections

105

and 1142
3020

of the Bankruptcy Code and Bankruptcy Rules

and

9019 Authorizing and Approving Settlement Agreement Among NorthWestern , Clark Fork and Blackfoot , LLC Magten Asset Management Corporation , Law Trust Company of New York the Plan Committee , Paul Hastings , Janofsky & , The York Michael Hanson and
Northwestern Corporation.

4/1/08

3678

Objection by Ad Hoc Committee of Class 7 to NorthWestern s Motion for an Order , Pursuant
Sections Bankruptcy Rules 105

and 1142 of
3020 and

9019

Authorizing and

Approving Settlement Agreement Among NorthWestern Clark Fork , LLC Magten Management Corporation , Law Debenture Trust Company

of

, the Plan Committee , Paul , Hastings

Janofsky & Walker LLP , The Bank of New Hanson and Ernie Kindt.

York Michael

525. 001- 21422. DOC

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Reply to Objection of Ad Hoc
Debtholders to (I) Northwestern Corporation s Motion for

an
of

Agreement By and Among

Clark Fork , LLC , Magten Management Corporation , Law Debenture Trust Company
, The Plan Committee , Paul , Hastings

Janofsky & Walker LLP , The Bank of New York , Michael
Hanson and
, and

NorthWestern Corporation and the Plan Committee for an Order , Pursuant
Bankruptcy Code and Bankruptcy Rules 3020 and 9019

Authorizing and
Agreement.
5/5/08

3700

Joinder of

Reply of NorthWestern Corporation in
Objection of the

Settlement Agreement.
5/6/08
3705

Amended and Restated Global Settlement Agreement and Release , Dated May 5 , 2008 , Superseding " Exhibit B" to

the Motion of NorthWestern Pursuant to Sections 105 and
Code and Bankruptcy Rules 3020 and 9019 ,

Authorizing

and Approving

NorthWestern Corporation , Clark Fork and LLC , Magten
Debenture Trust

, Law

, the Plan

Committee , Paul , Hastings , Janofsky & Walker LLP , the Bank of New York , Michael Hanson and Ernie Kindt.
5/6/08

3706

Amended and Dated May 5 , 2008 , Superseding " Exhibit B" to the Joint
Motion of

Committee for an Order ,
Agreement
5/6/08

Pursuant to Sections 105 and

1142 of the Bankruptcy Code and Bankruptcy Rules 3020
and 9019 , Authorizing and Approving Dispute Resolution

3710

Rule 2019 Statement (Verified Levin Naftalis & Frankel LLP and Landis Rath & Cobb
LLP Filed by Ad Hoc Committee of Class 7 Debtholders.

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5/6/08

3711

Fully Executed Amended and Restated Global Settlement Agreement and Release , Dated May 5 , 2008 , Superseding Exhibit B" to the Motion of
for an Order ,

Pursuant to
, Clark Fork and

Bankruptcy Code and Bankruptcy Rules 3020 and 9019

Authorizing and Approving Settlement Agreement By and

Among

Blackfoot , LLC , Magten Asset Management Corporation

Law Debenture Trust Company of New York, The Plan
Committee , Paul , Hastings , Janofsky & Walker LLP , The Bank of New York , Michael Hanson and Ernie Kindt
5/27/08

3720 3724

Transcript of Hearing held on May 7 ,
Honorable Kevin J. Carey

2008 before the

7/10/08

Memorandum by Bankruptcy Judge Granting NorthWestern s Motion for an
Order , Pursuant
Bankruptcy Code and Bankruptcy Rules 3020 and 9019

Authorizing and
Among NorthWestern ,
Clark Fork and Blackfoot ,

LLC

Magten Asset Management Corporation , Law Trust Company of New York , the Plan Committee , Paul Hastings , Janofsky & , The York , Michael Hanson and Ernie Kindt

7/14/08

3728

Order Settlement Agreement by
Corporation , Clark Fork and Blackfoot , LLC , Magten Asset Management Corporation Law Company of New York , The Plan Committee , Paul Hastings , Janofsky & , The York , Michael Hanson and Ernie Kindt

7/21/08 7/23/08

3732
3733

Transcript of the Hearing held on July 10 , 2008 before the Honorable Kevin J. Carey Notice of Appeal

525. 001- 21422

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Dated: August 1 ,

2008

Adam G. Landis (No. 3407) Rebecca L. Butcher (No. 3816) 919 Market Street , Suite 600 Wilmington , Delaware 19801 Telephone: (302) 467- 4400 Facsimile: (302) 467- 4450
-and-

2L~C

KRAMER LEVIN NAFT ALIS & FRANKEL LLP Philip Bentley Matthew J. Williams 1177 Avenue of the Americas New York , New York 10036 Telephone: (212) 715- 9100
Attorneys for Ad Hoc Committee Debtholders

525. 001- 21422DOC