IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) ADVANCED RADIO TELECOM CORP. 1, ) Case No (JJF) ) (Jointly Administered) ) Debtors. ) Objections due: September 17, 2001 at 4:00 p.m. Hearing date: September 20, 2001 at 5:00 p.m. DEBTORS MOTION FOR AN ORDER APPROVING VOTING PROCEDURES WITH RESPECT TO DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE The above-captioned debtors and debtors-in-possession (the Debtors ) hereby file this motion (the "Motion"), for entry of an order approving certain voting procedures set forth pursuant to section 1125 of the Bankruptcy Code in respect of the Debtors and Official Committee of Unsecured Creditors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the Disclosure Statement ), and in support thereof respectfully represent as follows: Jurisdiction 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 157 and This matter is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and The Debtors are: Advanced Radio Telecom Corp., ART Licensing Corp., ART Leasing, Inc., Big Creek Systems, LLC and DCT Communications, Inc.

2 Background 2. On August 27, 2001 the Debtors and the Official Committee of Unsecured Creditors (the Committee ) filed the Disclosure Statement and the Debtors and Official Committee of Unsecured Creditors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the Plan ). Relief Requested 3. By this Motion and pursuant to Sections 105 and 1125 of title 11 of the United States Code (the Bankruptcy Code ) and Rules 2002 and 3017 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the Debtors seek entry of an order approving the voting procedures established in the Disclosure Statement, including the form of ballots, the voting agent, and the time and manner of voting. A. Solicitation and Balloting Agents Solicitation, Balloting, and Tabulation Procedures 4. The Altman Group, the Debtors claims agent in these cases, will act as Debtors' soliciation agent (the Solictation Agent ) and balloting agent (the "Balloting Agent"). B. Form Of Ballots 5. Bankruptcy Rule 3018(c) provides, in relevant part, as follows: Form of Acceptance or Rejection. An acceptance or rejection shall be in writing, identify the plan or plans accepted or rejected, be signed by the creditor or equity security holder or authorized agent, and conform to the appropriate Official Form.... 2

3 6. Debtors propose to mail a ballot (with instructions) to each holder of a claim in the Voting Classes (as defined below) under the Plan. The form of ballot complies with Bankruptcy Rule 3018(c) and is based substantially on Official Form No. 14. This form of ballot has been modified, however, to address the particular needs of these cases. In particular, the following ballots (attached hereto as Exhibits 1 through 6) will be mailed to the following classes of creditors/interest holders: Ballot No. 1: Class 3 Secured Vendor Financial Claim Ballot (Exhibit 1) Ballot No. 2: Class 4 General Unsecured Claim (Non-Note) Ballot (Exhibit 2) Ballot No. 3: Beneficial Owner Ballot for Class 4 General Unsecured Claims (Notes) (Exhibit 3) Ballot No. 4: Master Ballot for Class 4 General Unsecured Claims (Notes) (Exhibit 4) Ballot No. 5: Beneficial Owner Ballot for Class 5 Preferred Interests (Exhibit 5) Ballot No. 6: Master Ballot for Class 5 Preferred Interests (Exhibit 6) 7. Debtors propose that only the following holders of claims in the Voting Classes be entitled to vote to accept or reject the Plan: (a) the holders of proofs of claim, filed against Debtors as reflected on the official claims register maintained by the Solicitation Agent, (b) the holders of scheduled claims that are listed in Debtors' respective schedules of assets and liabilities filed with the Court (as may have been amended, the "Schedules") excepting those scheduled claims that are listed as contingent, unliquidated or disputed claims (excluding scheduled claims that have been superseded by a timely filed proof of claim), (c) Debtors prepetition lenders, and (d) holders of Preferred Interests; provided, however, that the assignee of 3

4 a transferred and assigned claim (whether a filed or scheduled claim) shall be permitted to vote such claim only if the transfer and assignment has been noted on the Court*s docket as of the Balloting Deadline (as defined below). Notwithstanding the foregoing, Aspen Partners Series A as assignee of the Class 3 Secured Vendor Financing Claim shall be entitled to vote with respect to that claim. C. Procedures For Solicitation Of Votes 8. Bankruptcy Rule 3017(d) sets forth the materials that must be provided to holders of claims and equity interests for purposes of soliciting their votes on a chapter 11 plan. Under the Plan, as set forth above, only holders of claims in Classes 3, 4 and 5 (collectively, the Voting Classes ) are entitled to vote to accept or reject the Plan. The holders of claims in Classes 1 and 2 are unimpaired and are conclusively presumed to have accepted the Plan. The holders of Class 6 are receiving no distributions under the Plan and, thus, these classes are impaired and deemed to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code. 9. On or about thirty (30) days prior to the hearing on the confirmation of the Plan (the Confirmation Hearing ), Debtors propose to mail, or cause to be mailed, solicitation packages (the "Solicitation Packages") which will include: a. notice of the confirmation hearing and related matters (the "Confirmation Notice"), setting forth the time fixed for filing acceptances and rejections to the Plan, the time fixed for filing objections to confirmation of the Plan, and the date and time of the hearing on confirmation; b. a copy of the Disclosure Statement (with exhibits), as approved by the Court, together with the Plan; c. a ballot (with instructions); 4

5 d. a Subscription Agreement in connection with the purchase of the Senior Secured Notes and Class A Warrants. A copy of the Subscription Agreement is attached hereto as Exhibit 7; and; e. a pre-addressed return envelope. claims in the Voting Classes. 10. Debtors propose to mail the Solicitation Packages to all known holders of D. Notice to Non-Voting Classes 11. As noted above, the holders of claims or interests in Class 6 are receiving no distributions under the Plan, thus, these classes are impaired and deemed to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code. In an effort to conserve the resources of these estates, Debtors propose to mail the Confirmation Notice only to holders of claims and interests in Classes 1, 2, 3, 4 and Debtors submit that such notice satisfies the requirements of the Bankruptcy Code and Bankruptcy Rules and, accordingly, request that the Court direct that copies of the Plan and Disclosure Statement need not be mailed to all holders of claims or interests in Class 6. E. Tabulation Procedures With Regards to Holders of Claims 13. Debtors propose that, for purposes of voting, the amount of a claim used to tabulate acceptance or rejection of the Plan shall be the lesser of (i) the amount set forth on the ballot received for that particular creditor or (ii) the following (whichever one is greater): a. the amount set forth as a claim in the Schedules as not contingent, unliquidated or disputed (excluding scheduled claims that have been superseded by filed claims); b. the amount set forth on a filed proof of claim which has been 5

6 timely filed and has not been disallowed, disqualified, suspended, reduced or estimated and temporarily allowed for voting purposes prior to computation of the vote on the Plan; or c. the amount estimated and temporarily allowed with respect to a claim pursuant to an order of this Court. 14. With respect to ballots submitted by a holder of a claim, pursuant to Sections 105 and 1126 of the Bankruptcy Code, Debtors request that the Court direct as follows: a. any ballot which is properly completed, executed and timely returned to the Balloting Agent that does not indicate an acceptance or rejection of the Plan shall be deemed to be a vote to accept the Plan; b. any ballot which is returned to the Balloting Agent indicating acceptance or rejection of the Plan but which is unsigned shall not be counted; c. whenever a creditor casts more than one ballot voting the same claim prior to the Balloting Deadline (hereinafter defined), only the last timely ballot received by the Balloting Agent shall be counted; d. if a creditor casts simultaneous duplicative ballots voted inconsistently such ballots shall count as one vote accepting the Plan; e. each creditor shall be deemed to have voted the full amount of its claim; f. creditors shall not split their vote within a claim, thus each creditor shall vote all of its claim within a particular class either to accept or reject the Plan; g. if a holder holds a claim or interest in more than one class and is entitled to vote such claims or interests, separate ballots must be used for each class of claim or interest; h. ballots that partially reject and partially accept the Plan shall not be counted; and i. any ballot received by the Balloting Agent by telecopier, facsimile or other electronic communication shall not be counted unless such ballot is a master ballot in class 4 or 5 and a hard copy of the ballot 6

7 is sent to the Balloting Agent immediately thereafter. 15. Debtors submit that establishing the tabulation procedures set forth above is necessary to avert any confusion resulting from incompletely or inconsistently executed ballots and will simplify the voting and tabulation process. Confirmation Deadlines 16. Accordingly, Debtors move to establish the following: a. September 28, 2001, 2 shall be the deadline for Debtors to serve the Solicitation Packages; b. October 26, 2001 at 4:00 p.m. Eastern Daylight Time (the Balloting Deadline ), shall be the deadline by which ballots to accept or reject the Plan must be received from eligible creditors. Unless otherwise specifically ordered by the Court with respect to a specific ballot, all ballots must be completed, signed, returned to and actually received by the Balloting Agent on or before the Balloting Deadline in order to be counted; c. October 26, 2001 at 4:00 p.m. Eastern Daylight Time, shall be the last date to file and serve any objections and evidence in opposition to confirmation of the Plan, which must be (i) in writing; (ii) set forth in detail the name and address of the party filing the objection, the grounds for the objection, any evidentiary support therefor in the nature of the declarations submitted under penalty of perjury, and the amount of the objector s claims or such other grounds that give the objector standing to assert the objection; and (iii) be served upon the parties at the addresses set forth in the Confirmation Notice; and 2 All dates set forth in the Motion are based on a Confirmation Hearing within the week commencing October 29, 2001, and are subject to change based on the Court s calendar and the scheduling of the Confirmation Hearing. 7

8 d. Any objection not properly and timely filed and served shall be deemed to be waived and to be a consent to the Court s entry of an order confirming the Plan. Notices 17. Debtors have given notice of this Motion to (a) the Official Unsecured Creditors Committee, (b) the United States Trustee, (c) Aspen Partners Series A or its counsel; and (d) parties requesting special notice. 18. Debtors submit that such notice is adequate and no other or further notice need be given. 8

9 WHEREFORE, Debtors respectfully request entry of an order granting the relief sought herein and such other and further relief as is just. Dated: September 7, 2001 PACHULSKI, STANG, ZIEHL, YOUNG & JONES P.C. /s/ Bruce Grohsgal Laura Davis Jones (Bar No. 2436) Bruce Grohsgal (Bar No. 3583) 919 North Market Street, 16 th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone:(302) Facsimile: (302) and PACHULSKI, STANG, ZIEHL, YOUNG & JONES P.C. Marc A. Beilinson (Bar No ) Malhar S. Pagay (Bar No ) Santa Monica Boulevard Suite 1100 Los Angeles, California Telephone: (310) Facsimile: (310) Counsel to Debtors and Debtors in Possession 9

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