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

Case 1:05-cv-00218-GMS

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Filed 04/13/2005

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) CONE MILLS CORPORATION, et al. ) ) Debtors. ) ) ) ) ____________________________________) Chapter 11 Case Nos. 03-12944 (MFW) (Jointly Administered) Re: Docket No. 1191, 1212

APPELLEE'S DESIGNATION OF ADDITIONAL ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL BY WLR RECOVERY FUND II, L.P. AND INTERNATIONAL TEXTILE GROUP, INC. The Pension Benefit Guaranty Corporation ("PBGC" or the "Appellees") hereby submit, pursuant to Federal Rule of Bankruptcy Procedure 8006, its designation of additional items to be included in the record on appeal with respect to the order titled Order Denying The Motion Of WLR Recovery Fund II, L.P. And WLR Cone Mills Acquisition LLC For (1) Order Enforcing Sale Order Injunction Against The Debtors And The Pension Benefit Guaranty Corporation Or, Alternatively, (2) For Allowance of An Administrative Claim or (3) Rescission Of The Sale, And Continuing The Motion Solely As To Rescission As Set Forth In This Order [D.I. 1184] entered by the Bankruptcy Court for the District of Delaware on March 10, 2005. DESIGNATION OF ADDITIONAL ITEMS TO BE INCLUDED IN RECORD ON APPEAL 1. Debtors' Motion For Order (A) Approving Sale Procedures; (B) Approving Buyer's Breakup Fee And Expense Reimbursement; (C) Approving Form And Manner Of Notice; (D) Scheduling A Hearing To Consider The Sale of Substantially All Of The Debtors' Assets; And (E) Granting Related Relief (Docket No. 98). 2. The Pension Benefit Guaranty Corporation's Response To Motion of Debtors For Entry Of Order (A) Approving Sale Procedures; (B) Approving Buyer's Breakup Fee And Expense Reimbursement; (C) Approving Form and Manner Of Notice; (D) Scheduling A Hearing To Consider The Sale Of Substantially All Of The Debtors' Assets; And (E) Granting Related Relief (Docket No. 117).

Case 1:05-cv-00218-GMS

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Filed 04/13/2005

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3. Transcript Of October 27, 2003 Omnibus Hearing On Bid Procedures Before Honorable Mary F. Walrath (Docket No. 233). 4. First Amended Disclosure Statement Accompanying Second Amended Chapter 11 Plan Of Liquidation (Docket No. 879). 5. Exhibit 2 to the Motion Of WLR Recovery Fund II, L.P. And WLR Cone Mills Acquisition LLC For (1) Order Enforcing Sale Order Injunction Against The Debtors And The Pension Benefit Guaranty Corporation, Or Alternatively, (2) For Allowance Of An Administrative Claim Pursuant to 11 U.S.C. §§ 105(a), 363 And 503(a) Or (3) For Rescission Of The Sale (Docket No. 998).1

Exhibit 2 to this Motion is the Complaint filed in the United States District Court for the Middle District of North Carolina, Greensboro Division, against WLR Recovery Fund II L.P., WLR Cone Mills Acquisition LLC, and various of their affiliates. This Complaint was superseded by the Amended Complaint filed on November 5, 2004, which is attached as Exhibit A to the PBGC's Objection to the Motion (Docket No. 1032). Exhibit 2 was not included in the binder PBGC received from the Appellants with the Designation Of Items To Be Included In The Record On Appeal. Accordingly, in an abundance of caution, PBGC lists the Complaint as an additional item to be included in the record on appeal.

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Case 1:05-cv-00218-GMS

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Filed 04/13/2005

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6. First Amendment of the Amended and Restated Asset Purchase Agreement dated as of March 12, 2004.2 Dated: April 8, 2005 PENSION BENEFIT GUARANTY CORPORATION /s/ Kartar S. Khalsa Nancy Heermans Associate Chief Counsel for Litigation Stephen D. Schreiber Assistant Chief Counsel Kartar S. Khalsa Acting Assistant Chief Counsel Margaret E. Drake Attorney Office of the Chief Counsel 1200 K Street, N.W., Suite 340 Washington, DC 20005 Telephone: (202) 326-4020, ext. 6350 -and/s/ Mary Joanne Dowd Carol Connor Flowe Mary Joanne Dowd David J. Witten ARENT FOX PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Telephone: (202) 857-6000 Facsimile: (202) 857-6395 Counsel for Pension Benefit Guaranty Corporation

This document is referenced in both the (i) Motion Of WLR Recovery Fund II, L.P. And WLR Cone Mills Acquisition LLC For (1) Order Enforcing Sale Order Injunction Against The Debtors And The Pension Benefit Guaranty Corporation, Or Alternatively, (2) For Allowance Of An Administrative Claim Pursuant To 11 U.S.C. §§ 105(a), 363 And 503(a) Or (3) For Rescission Of The Sale (Docket No. 998) and (ii) Objection Of Pension Benefit Guaranty Corporation To Motion Of WLR Recovery Fund II, L.P. And WLR Cone Mills Acquisition LLC For (1) Order Enforcing Sale Order Injunction Against The Debtors And The Pension Benefit Guaranty Corporation, Or Alternatively, (2) For Allowance Of An Administrative Claim Pursuant To 11 U.S.C. §§ 105(a), 363 And 503(a) Or (3) For Rescission Of The Sale (Docket No. 1032). This document was submitted to the Court by the Appellee with the consent of the Appellants during the hearing on February 28, 2005, and was therefore made a part of the record on this matter.

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