Free Letter - District Court of Delaware - Delaware

Case 1:07-cv-00114-JJF Document 16 Filed O3/O9/2007 Page 1 of 3
BLANKa ROMEtu»
counselors AT tAw
Phone: (302) 425-6467
Fax: (302) 425-6464
Email: [email protected]
March 9, 2007
BY CM/ECF AND HAND DELIVERY
The Honorable Joseph J. Faman, Jr.
United States District Cotut
District of Delaware
844 King Street
Wilmington, DE 19801
Re: Magten Asset Management Corp. and Law Debenture Trust C0.
of New York, Appellants v. North Western Corporation, Appellee.;
Appeal N0. 07-114-JJF
Your Honor:
On February 23, 2007, Magten Asset Management Corporation ("Magten") and the Law
Debenture Trust Company of New York (“Law Debenture") filed a joint Emergency Motion for
Stay Pending Appeal (the "Emergency Motion") of the Bankruptcy Court’s Order In Aid of
Execution of [No1thWestern’s confirmed and consummated] Plan of Reorganization. D.I. 2.
By the Emergency Motion, Magten and Law Debenture (collectively, "Appellants") seek
(i) a stay pending their appeal (the "Appea1") of the Order of the Bankruptcy Court docketed
February 2, 2007 as D.I. 3575 in 03-12872-KJ C (In re: NorthWestern Corp.) (the "NorthWestern
Bankruptcy Case"); (ii) expedited consideration of the Appeal; and (iii) relief from this Court's
Standing Order dated July 23, 2004. The Notice of Appeal (D.I. l) was filed on February 12,
2007. Id. at D.l. 3584. On February 20, 2007, the Bankruptcy Court denied Appellants’ motion
for a stay pending decision on the Appeal. Id. at 3602.
For the exigent reasons set forth in the Emergency Motion and supporting Declaration of
David W. Carickhoff, Esquire (D.I. 5), Appellants respectfully request pursuant to Local Rule
7.1.4 that Your Honor set a date for hearing the Emergency Motion at the Cotn·t’s earliest
convenience. In order to facilitate the request for expedited treatment, Appellants are willing to
Chase Manhattan Centre 1201 Market Street Suite 800 Wilmington, DE 19801
wvvw.B|ankR0me.c0m
Delaware • Florida • New Jersey • New York • Ohio • Pennsylvania • Washington, DC • Hong Kong

Case 1:07-cv-00114-JJF Document 16 Filed O3/O9/2007 Page 2 of 3
BLANK E ROMELLP
The Honorable Joseph J. Faman, Jr. COUNSELORS AT LAW
March 9, 2007
Page 2
forego their opportunity to file a reply brief in support of the Emergency Motion. Briefing
should, therefore, be considered complete.
Further, Appellants believe that Your Honor’s recent decisions concerning two appeals
filed in comiection with an earlier order entered by the Bankruptcy Court in the NorthWestern
Bankruptcy Case (D.I. 21-22 in 06-157-JJF and D.I. 12-13 in 06-158-JJF, the "Recent
Decisions") are instructive on the present Appeal and the Emergency Motion. In the Recent
Decisions, Your Honor concludes that the No1thWestem plan language at issue was clear and
unambiguous, and that modifying a provision of such a confirmed and substantially
consummated plan is prohibited by Section 1127(b) of the Bankruptcy Code. See D.I. 21, p.5 in
06-157-JJF; and D.I. 12, p.5 in 06-158-JJF. The Recent Decisions succinctly address the crux of
the issues to be presented by the Appeal and Emergency Motion.
We appreciate the C0l11't’S attention to this request. Counsel is available by telephone,
should Your Honor have any questions.
Respectfully submitted,
Dale R. Dubé
I.D. No. 2863
- and -
Bonnie Steingart
FRIED, FRANK, HARRIS, SHRIVER &
J ACOBSON LLP
One New York Plaza
New York, NY 10004
DRD/pb
cc: Clerk of Court (via hand delivery)
Jesse H. Austin, III, Esquire (via e-mail and Federal Express)
John W. Brewer, Esquire
David W. Carickhoff, Esquire
Victoria W. Counihan, Esquire (via e-mail and hand delivery)
Amanda Darwin, Esquire (via e-mail and Federal Express)
Charlene D. Davis, Esquire (via e-mail and hand delivery)

Case 1:07-cv-00114-JJF Document 16 Filed O3/O9/2007 Page 3 of 3
BLANK h ROMELLP
The Honorable Joseph J. Farnan, Jr. COUNSELORS Al LAW
March 9, 2007
Page 3
Nancy E. Delaney, Esquire (via e-mail and Federal Express)
Ephraim I. Diamond, Esquire (via e-mail and Federal Express)
Bonnie G. Fatell, Esquire
Neil B. Glassman, Esquire (via e-mail and hand delivery)
Miriam K. Harwood, Esquire (via e-mail and Federal Express)
Gary L. Kaplan, Esquire
Alan W. Kornberg, Esquire (via e-mail and Federal Express)
Dennis A. Meloro, Esquire (via e-mail and hand delivery)
Kathleen M. Miller (via e-mail and hand delivery)
J ordanna L. Nadritch, Esquire
Margaret A. Phillips, Esquire (via e-mail and Federal Express)
Joseph D. Pizzurro, Esquire (via e-mail and Federal Express)
Steven J. Reisman, Esquire (via e-mail and Federal Express)
Lauren Nicole Slusser, Esquire
John V. Snellings, Esquire (via e-mail and Federal Express)
Eric M. Sutty, Esquire (via e-mail and hand delivery)