================================================================= BRIDGE BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2001 (ISSN XXXX-XXXX) February 22, 2001 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------- BRIDGE BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, On an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. Each issue is prepared by Peter A. Chapman, Editor. Subscription rate is US$45 per issue. Reproduction of BRIDGE BANKRUPTCY NEWS is prohibited without permission. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO ORDER A SUBSCRIPTION TO BRIDGE BANKRUPTCY NEWS [00001] BACKGROUND & DISCRIPTION OF BRIDGE INFORMATION SYSTEMS [00002] BRIDGE DEBTORS' CHAPTER 11 DATABASE [00003] DEBTORS' FINANCIAL CONDITION AS OF DECEMBER 31, 2000 [00004] BRIDGE INFORMATION SYSTEMS' LARGEST UNSECURED CREDITORS [00005] BRIDGE COMMODITY RESEARCH'S LARGEST UNSECURED CREDITORS [00006] BRIDGE DATA COMPANY'S LARGEST UNSECURED CREDITORS [00007] BRIDGE INFORMATION AMERICA'S LARGEST UNSECURED CREDITORS [00008] BRIDGE INFORMATION INTL'S LARGEST UNSECURED CREDITORS [00009] TELERATE, INC.'S LARGEST UNSECURED CREDITORS [00010] DEBTORS' MOTION TO APPROVE $30,000,000 DIP FINANCING PACT KEY DATE CALENDAR ----------------- 02/15/01 Voluntary Petition Date 03/02/01 Deadline for filing Schedules of Assets and Liabilities 03/02/01 Deadline for filing Statement of Financial Affairs 03/02/01 Deadline for filing Lists of Leases and Contracts 03/07/01 Deadline to provide Utilities with adequate assurance 03/31/01 Deadline to obtain Letters of Intent from Purchasers 04/16/01 Deadline to make decisions about lease dispositions 05/16/01 Deadline to removal actions pursuant to F.R.B.P. 9027 05/31/01 Expiration of DIP Financing Facility 05/31/01 Deadline to Convene Sec. 363 Asset Sale Hearing 06/15/01 Expiration of Debtors' Exclusive Plan Proposal Period 08/14/01 Expiration of Debtors' Exclusive Solicitation Period 02/14/03 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 USC Sec. 341 ----------------------------------------------------------------- [00000] HOW TO ORDER A SUBSCRIPTION TO BRIDGE BANKRUPTCY NEWS ----------------------------------------------------------------- BRIDGE BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is $45 per issue. Newsletters are delivered via e-mail; invoices, transmitted with each newsletter issue, arrive by fax. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving BRIDGE BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 24 Perdicaris Place Trenton, NJ 08618 Telephone (609) 392-0900 Fax (609) 392-0040 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990. Currently, we provide similar coverage about the chapter 11 cases involving ICG Communications, LTV, Wheeling-Pittsburgh, Safety-Kleen, Owens Corning, Armstrong World Industries, Lernout & Hauspie & Dictaphone, Fruit of the Loom, Pillowtex, Imperial Sugar, Vlasic Foods, The Loewen Group International, Inc., Harnischfeger Industries, Inc., Vencor, Inc., Sun Healthcare Group, Inc., Mariner Post-Acute & Mariner Health, and Integrated Health Services. ================================================================= [ ] YES! Please enter my personal subscription to BRIDGE BANKRUPTCY NEWS. Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- ----------------------------------------------------------------- [00001] BACKGROUND & DISCRIPTION OF BRIDGE INFORMATION SYSTEMS ----------------------------------------------------------------- Corporate Headquarters Technology & Trading Center ---------------------- --------------------------- 3 World Financial Center 717 Office Parkway New York, NY 10281 St. Louis, MO 63141-7115 800-927-2734 or 212-372-7100 800-325-3282 or 314-468-1000 Fax 212-372-7158 Fax 314-432-5391 Europe/Middle East/ Africa Headquarters Asia/Pacific Headquarters ------------------- ------------------------- Bridge Information Systems 9/F One Pacific Place, Winchmore House 88 Queensway 15 Fetter Lane Central London England Hong Kong EC4A 1BR (852) 2820 2500 44 171 832 9000 Fax (852) 2599 2200 Fax 44 171 832 9948 Bridge Information Systems, Inc., and its affiliate companies are electronic data and information service providers. The Company's principal operating units: * Bridge Information Systems, Inc.; * Bridge Information Systems America, Inc.; * Telerate; * eBridge; * Bridge Trading Technologies; and * Bridge News supply a wide range of information and news products, including real-time financial data, news and analytical tools, to international financial markets and news media in over 65 countries. The Debtors use a broad variety of technologies, including computer workstations, market data connections and Internet-based applications, in disseminating such financial information and news products. Bridge employs approximately 4,400 workers and boasts approximately 300,000 customers, including investment professionals at investment and commercial banks, money managers, investment advisors, broker/dealers, traders, exchanges, corporations and governmental agencies. Employees work at the Bridge Trading and Technology Center in St. Louis, Missouri, and major regional centers throughout the United States and in Europe, the Middle East, Africa and the Pacific Rim. In 1995, investment partnerships sponsored by Welsh, Carson, Anderson & Stowe acquired Bridge. Bridge, in turn, deployed a business strategy of acquiring under-performing financial information businesses, including many of the Debtors. Between 1995 and 1999 Bridge acquired all outstanding shares or substantial business assets of Knight-Ridder, Telesphere Corporation, Dow Jones Market Holdings Inc., ADP Financial Information Services and Savvis, among other businesses. In September 2000, after a period of substantial costs and operational problems attendant to the rapid acquisition of the foregoing financial information distribution entities, the Company failed to be in compliance with the financial covenants under their primary credit and master lease agreements with its Lenders. In November 2000, the Company began implementing an operational plan intended to restore revenue growth and improve financial performance. As part of that plan, the Company has improved collection of customer receivables and cut personnel, administrative and other costs. Bridge has determined, however, that their operating cash flow is not sufficient to allow them to pay their ongoing expenses, make necessary capital expenditures and repay all of their current debts. On February 1, 2001, a petition seeking to commence an involuntary case under Chapter 7 of the Bankruptcy Code was filed by Highland Legacy Limited, ML CBO IV (Cayman), Ltd., and PAMCO Cayman, Ltd. against Bridge. Although the Company expected to be able to continue with their plan for a pre-packaged reorganization with the help of a substantial infusion of the new money from their existing major shareholder Welsh, Carson, expressed heightened concern regarding the impact of the Involuntary Filing on the business and the Company's ability to satisfy its liquidity needs post-petition. This caused Welsh, Carson to decide not to proceed with the pre-packaged transaction. After extensive discussions with its Lenders and advisors, and following the exploration of numerous alternatives, Bridge determined that its only reasonable course of action was a Chapter 11 filing to provide the opportunity to obtain debtor in possession financing and the breathing space necessary to explore all of their options including a stand-alone reorganization of their core business or some alternative transaction. ----------------------------------------------------------------- [00002] BRIDGE DEBTORS' CHAPTER 11 DATABASE ----------------------------------------------------------------- LEAD DEBTOR: BRIDGE INFORMATION SYSTEMS, INC. DEBTOR-AFFILIATES FILING SEPARATE CHAPTER 11 PETITIONS: Bridge Commodity Research Bureau, Inc. -- in the business of collection and publication of financial information related to commodities trading Bridge Data Company -- in the business of data collection, maintenance and distribution and software development for real time financial information systems Bridge Financial AEA, Inc. -- in the process of being liquidated Bridge Holdings (U.K.), Inc. -- a holding company for U.K. subsidiaries Bridge Information Systems America, Inc. -- in the business of distributing financial information services throughout the United States Bridge Information Systems International, Inc. -- a global intermediate distributor for the financial information systems of Bridge Date Company to Bridge Information Systems foreign distributors Bridge International Holdings, Inc. -- a holding company for foreign subsidiaries Bridge Investments, Ltd. -- a dormant corporation and has been for the past six years Bridge News International, Inc. -- in the business of collecting, editing and distributing international financial news Bridge Trading Technologies, Inc. -- a holding company for broker-dealer and transaction services subsidiaries Bridge Transaction Services, Inc. -- provides electronic transmission services to broker-dealers Bridge Ventures, Inc. -- a holding company for various subsidiaries BTS Securities, Inc. -- a new company that remains dormant BTT Investments, Inc. -- a holding company EJV Brokerage, Inc. -- a dormant entity Telerate Financial Information Services, Inc. -- the representative office for distribution of Telerate financial information systems in Mexico Telerate Holdings, Inc. -- a holding company for the Telerate subsidiaries Telerate, Inc. -- in the business of developing and distributing real-time financial information systems Telerate International, Inc. -- a holding company for Telerate foreign subsidiaries Telerate Puerto Rico, Inc. -- distributes Telerate financial information systems Wall Street on Demand, Inc. -- performs customer services for financial institutions, Website design and hosting, and eBridge business in the United States COURT: United States Bankruptcy Court Eastern District of Missouri Eastern Division Thomas F. Eagleton United States Courthouse 111 South Tenth Street St. Louis, Missouri 63102 JUDGE: The Honorable David P. McDonald CASE NUMBERS: 01-0141593-293 through 01-0141614-293, inclusive PETITION DATE: February 15, 2001 LEAD COUNSEL: Thomas J. Moloney, Esq. Seth A. Stuhl, Esq. Kurt A. Mayr, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006-1470 (212) 225-2000 LOCAL COUNSEL: Gregory D. Willard, Esq. Lloyd A. Palans, Esq. David M. Unseth, Esq. Bryan Cave LLP One Metropolitan Square 211 North Broadway Suite 3600 - BIS St. Louis, Missouri 63102 (314) 259-2000 UNITED STATES TRUSTEE: Leonora S. Long, Esq. Thomas F. Eagleton U.S. Courthouse 111 South Tenth Street, 3rd Floor St. Louis, MO 63102 ----------------------------------------------------------------- [00003] DEBTORS' FINANCIAL CONDITION AS OF DECEMBER 31, 2000 ----------------------------------------------------------------- Debtor Entity Total Assets Total Debts ------------- ------------ ----------- Bridge Information Systems, Inc. $1,714,127,850 $1,132,422,993 Bridge Commodity Research Bureau 836,004 762,221,198 Bridge Data Company 154,484,048 764,174,475 Bridge Financial AEA, Inc. 2,775,086 763,617,075 Bridge Holdings (U.K.), Inc. 65,035,922 782,848,150 Bridge Information Systems America 417,738,430 1,594,314,559 Bridge Information Systems Int'l 17,264,357 836,192,504 Bridge International Holdings, Inc. 130,896,157 804,032,928 Bridge Investments, Ltd. 0 761,319,150 Bridge News International, Inc. 1,802,464 763,295,119 Bridge Trading Technologies, Inc. 17,777,792 42,879,012 Bridge Transaction Services, Inc. 2,601,340 44,386,266 Bridge Ventures, Inc. 0 42,804,000 BTS Securities, Inc. 0 42,804,000 BTT Investments, Inc. 1,293,418 42,804,000 EJV Brokerage, Inc. 0 42,804,000 Telerate Financial Information Svcs. 10,770,124 771,369,160 Telerate Holdings, Inc. 220,399,617 769,980,753 Telerate, Inc. 90,788,732 1,028,914,842 Telerate International, Inc. 419,737,785 907,368,174 Telerate Puerto Rico, Inc. 1,449,581 762,465,797 Wall Street on Demand, Inc. 13,682,471 49,736,782 ----------------------------------------------------------------- [00004] BRIDGE INFORMATION SYSTEMS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Harris Trust and Savings Bank Bank Loan $718,515,150 111 West Monroe Street Chicago, IL 60603 Welsh, Carson, Anderson & Stowe Bank Loan $317,160,000 Attn: Jon Rather 320 Park Avenue, Suite 2500 New York, NY 10022 Welsh, Carson, Anderson & Stowe Bank Loan $65,422,000 Attn: Jon Rather 320 Park Avenue, Suite 2500 New York, NY 10022 General Electric Capital Corporation Contingent $42,804,000 4 Northpark Drive Guaranty of Suite 500 Lease Agreement Hunt Valley, MD 21030 Welsh, Carson, Anderson Bank Loan $6,953,937 & Stowe VI, L.P. Attn: Jonathan Rather 320 Park Avenue, Suite 2500 New York, NY 10022-6815 Associated Press Bank Loan $5,352,347 50 Rockefeller Plaza New York, NY 10020 Welsh, Carson, Anderson Bank Loan $5,213,349 & Stowe VII, L.P. Attn: Jonathan Rather 320 Park Avenue, Suite 2500 New York, NY 10022-6815 GMAC Commercial Mortgage Corporation Bank Loan $3,123,448 Corporation Attn: Mark Durorka 150 South Waker Drive, Suite 2800 Chicago, IL 60606 Dow Jones & Company, Inc. Bank Loan $2,662,925 Attn: Peter Skinner 200 Liberty Street New York, NY 10281 SSB Investments, Inc. Bank Loan $2,098,076 Attn: Charles Hindmarsh 225 Franklin St. Boston, MA 02101 First Plaza Group Trust, Bank Loan $1,843,233 Mellon Bank, N.A., Trustee c/o GM Investment Mgmt. Corp. Attn: Marcy Haydel 767 Fifth Avenue New York, NY 10153 WCAS Capital Partners II L.P. Bank Loan $1,001,642 c/o Welsh, Carson, Anderson & Stowe Attn: Jonathan Rather 320 Park Avenue, Suite 2500 New York, NY 10022-6815 CS Capital Partners II, L.P. Bank Loan $802,328 c/o Goldman Sachs & Co. Attn: Tom Murphy 85 Broad Street New York, NY 10004 Morgan Stanley Equity Funding, Inc. Bank Loan $686,261 Attn: Frank Bianco 1585 Broadway New York, NY 10036 J.P. Morgan Capital Corp. Bank Loan $652,581 Attn: Michael Robinson 101 California Street, 38th Floor San Francisco, CA 94111 The Goldman Sachs Group, L.P. Bank Loan $545,901 c/o Goldman Sachs & Co. Attn: Tom Murphy 85 Broad Street New York, NY 10004 Citicorp Bank Loan $484,545 c/o Citibank Attn: William Carson 909 Third Avenue 16th Floor/Zone l New York, NY 10043 Drake & Co. Bank Loan $421,314 For The Acct. of Citiventure, III c/o Invesco Private Capital, Inc. Attn: Ben Gruder, Legal Dept. 1166 Avenue of the Americas Floor 27 New York, NY 10036 GS Capital Partners II Offshore, L.P. Bank Loan $318,959 c/o Goldman Sachs & Co. Attn: Tom Murphy 85 Broad Street New York, NY 10004 BCI Growth IV, L.P. Bank Loan $315,431 Attn: Stephen Eley GlenpointeCentre West Teaneck, NY 07430 ----------------------------------------------------------------- [00005] BRIDGE COMMODITY RESEARCH'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Harris Trust and Savings Bank Bank Loan $718,515,150 111 West Monroe Street Guaranty Chicago, IL 60603 General Electric Capital Corporation Guaranty of $42,804,000 4 Northpark Drive, Suite 500 Lease Agreement Hunt Valley, MD 21030 Hartfield Mgt Inc. Trade debt $23,994 141 W. Jackson Blvd., Suite 4002 Chicago, IL 60604 Stocktrends Inc. Trade debt $9,017 1515 West 22nd Street, Suite 475 Oak Brook, IL 60523 Liberty Sububan Chicago Trade debt $7,196 Newspapers 709 Enterprise Drive Oak Brook, IL 60523 Universal Press Trade debt $6,918 6125 W. Howard Niles, IL 60714 Futures Magazine Group Trade debt $5,000 21351 Network Place Chicago, IL 60673 ----------------------------------------------------------------- [00006] BRIDGE DATA COMPANY'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Harris Trust and Savings Bank Bank Loan $718,515,150 111 West Monroe Street Guaranty Chicago, IL 60603 General Electric Capital Corporation Guaranty of $42,804,000 4 Northpark Drive, Suite 500 Lease Agreement Hunt Valley, MD 21030 Maryville Data Systems, Inc. Trade debt $206,573 540 Maryville Centre Drive, Suite 3 St. Louis, MO 63141 Reuters America, Inc. Trade debt $26,923 Debt. CH 10885 Palatine, IL 60055 ----------------------------------------------------------------- [00007] BRIDGE INFORMATION AMERICA'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Harris Trust and Savings Bank Bank Loan $718,515,150 111 West Monroe Street Chicago, IL 60603 General Electric Capital Corporation Lease Agreement $42,804,000 4 Northpark Drive, Suite 500 Hunt Valley, MD 21030 GMAC Commercial Mortgage Corporation Bank Loan $1,024,594 Attn: Mark Durovka 150 South Wacker Drive, Suite 2800 Chicago, IL 60606 The NASDAQ Stock Market, Inc. Trade Debt $5,245,241 Department 0522 Washington, DC 20073-0522 GE Capital Trade Debt $3,961,614 P. O. Box 1923NI Danbury, CT 06810 Deloitte Consulting, File East Trade Debt $2,734,993 P. 0. Box 29490 New York, NY 10087-9490 Chicago Board of Trade Trade Debt $2,520,918 231 S. LaSalle Street Chicago, IL 60604 Deloitte & Touche LLP Trade Debt $2,374,149 One City Centre St. Louis, MO 63101 Avnet Computer Trade Debt $1,590,439 3011 S. 52nd Street Tempe, AZ 85282 New York Mercantile Exchange Trade Debt $1,412,470 One North End Avenue New York, NY 10282-1101 Deloitte Consulting, File Central Trade Debt $1,131,505 P. 0. Box 26502 New York, NY 10087-6502 Chicago Mercantile Exchange Trade Debt $745,095 30 South Wacker Drive Chicago, IL 60606 Avnet Computer Trade Debt $593,920 3011 S. 52nd Street Tempe, AZ 85282 Tullett Financial Information Trade Debt $525,000 Rue De Pre, St. Peter Port Town Mills, WL GYl 1LT Great Britain Liberty Brokerage Investment Trade Debt $524,264 77 Water Street, 12th Floor New York, NY 10005 Community Television Foundation Trade Debt $500,000 P. O. Box 2 Miami, FL 33261-0002 Lance Armstrong Trade Debt $500,000 1404 West 13th Street Austin, TX 78703 Canjex Publishing Ltd. Trade Debt $401,969 700 West Georgia St. Vancouver, BC V7Y 1J6 Dow Jones and Company, Inc. Trade Debt $390,000 Church Street Station New York, NY 10249 Deutsche Borse AG Trade Debt $321,685 Frankfurt/Main 60485 Germany ----------------------------------------------------------------- [00008] BRIDGE INFORMATION INTL'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Harris Trust and Savings Bank Bank Loan $718,515,150 111 West Monroe Street Guaranty Chicago, IL 60603 General Electric Capital Corporation Guaranty of $42,804,000 4 Northpark Drive, Suite 500 Lease Agreement Hunt Valley, MD 21030 HOT Telecommunications, Ltd. Trade Debt $442,419 Saxon Street Linford Street Million Keys MK14 6LD England ----------------------------------------------------------------- [00009] TELERATE, INC.'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Harris Trust and Savings Bank Bank Loan $718,515,150 111 West Monroe Street Guaranty Chicago, IL 60603 General Electric Capital Corporation Guaranty of $42,804,000 4 Northpark Drive, Suite 500 Lease Agreement Hunt Valley, MD 21030 Dow Jones & Company, Inc. Trade Debt $5,625,000 Guy Nardo, General Services P.O. Box 300 Princeton, NJ 08543 Market Data Corporation Trade Debt $1,534,432 Six International Drive Rye Brook, NY 10573 Securities Information Corp. Trade Debt $719,098 32 Old Slip, 10th Floor New York, NY 10005 Chicago Board of Trade Trade Debt $542,146 231 S. LaSalle Street Chicago, IL 60604 McCarthy, Crisati & Maffei Trade Debt $511,058 One Chase Manhattan Plaza New York, NY 10005 Maxcor Information, Inc. Trade Debt $500,000 913 North Market St., Suite 828 Wilmington, DE 19801 GOVPX Trade Debt $372,755 225 Liberty St., 26th Floor New York, NY 10080 Platt's Trade Debt $321,689 55 Water Street, 46th Floor New York, NY 10041 Liberty Brokerage Investment Trade Debt $250,000 77 Water Street, 12th Floor New York, NY 10005 New York Mercantile Exchange Trade Debt $225,736 One North End Avenue, 14th Floor New York, NY 10282 Chicago Mercantile Exchange Trade Debt $175,850 30 South Wacker Drive Chicago, IL 60606 AT&T Trade Debt $173,316 P.O. Box 78425 Phoenix, AZ 85062 London Stock Exchange Trade Debt $154,799 The Cashiers T-10 London, EC2N 1 HP Great Britain AT&T Trade Debt $150,327 P.O. Box 9001307 Louisville, KY 40290 The NASDAQ Stock Market, Inc. Trade Debt $112,160 Department 0522 Washington, DC 20073 LIFFE Trade Debt $102,164 (Administration and Management) Cannon Bridge London, EC4R3 XX Great Britain Exshare Financial Limited Trade Debt $99,202 1 Southwark Bridge London, SEl 9HL Great Britain Deutsche Borse AG Trade Debt $92,299 Frankfurt/Main 60485 Germany ----------------------------------------------------------------- [00010] DEBTORS' MOTION TO APPROVE $30,000,000 DIP FINANCING PACT ----------------------------------------------------------------- To fund its asset acquisitions from Knight-Ridder, Telesphere Corporation, Dow Jones Market Holdings, Inc., ADP Financial Information Services and Savvis, among other businesses, Bridge Information Systems, Inc., issued (i) 12% Senior Subordinated Notes due March 31, 2001, (ii) 11% Senior Subordinated Reducible Notes due August 15, 2002, (iii) Junior Subordinated Variable Rate Notes due December 31, 2005. In addition, certain of the Debtors entered into a Master Lease Agreement dated March 18, 1999 and certain related guarantees with General Electric Capital Corporation for itself and as agents for participating Lessors. Further, to round-out its debt structure, Bridge Information Systems, Inc., entered into an Amended and Restated Credit and Guarantee Agreement dated as of July 7, 1998 with Goldman Sachs Credit Partners L.P., as lead arranger and syndication agent, Harris Trust and Savings Bank, as swing line lender, issuing bank and administrative agent, The Bank of Nova Scotia, as documentation agent, and the lenders party thereto. The Debtors' obligations under the Amended and Restated Credit and Guarantee Agreement and certain Hedge Agreements with the Lenders and their affiliates are secured pursuant to that certain Pledge and Security Agreement, dated as of May 29, 1998, among the Debtors and Harris Trust and Savings Bank, as agent for the Prepetition Secured Parties and certain mortgages and deeds of trust. Pursuant to and to the extent set forth in the Prepetition Security Agreement, in order to secure the full and punctual payment of the Prepetition Secured Obligations in accordance with the terms thereof, the Debtors granted to the Prepetition Agent for the benefit of the Prepetition Secured Parties a continuing security interest in and to substantially all of the Debtors' tangible and intangible real, personal and mixed assets and property, including, without limitation, all accounts receivable, contract rights, books and records, general intangibles, choses and things in action, patents, trade names, trademarks, service marks, copyrights, customer lists, computer programs, tax refunds and claims and investment property (including shares of stock and other equity interests owned by such Debtor in its subsidiaries, other than BridgeDFS Limited and all rights to payments and distributions thereto), and certain equipment, machinery, furniture, furnishings, fixtures, deposit accounts and real property, and all additions and accessions to, and proceeds (including insurance proceeds), replacements and products of, the foregoing. As of the Petition Date, the Debtors admit they owe roughly $712,000,000 (plus accrued interest, fees, expenses or other charges) to the Prepetition Agent and the Prepetition Secured Parties under the Prepetition Credit Agreement without defense, counterclaim or offset of any kind, and that as of the Petition Date. Substantially all of the Debtors' cash on hand and proceeds of Prepetition Collateral received after the Petition Date constitute the cash collateral of the Prepetition Agent and existing Lenders within the meaning of 11 U.S.C. Sec. 363(a). Absent authorization to use cash collateral of the Prepetition Secured Parties pursuant to Sec. 363 and to obtain postpetition financing pursuant to 11 U.S.C. 364 of the Bankruptcy Code, the Debtors will have insufficient cash funds available to conduct ordinary business operations and to maintain and preserve the property and assets of the Debtors' estates. Obviously, David Roscoe, Bridge's President says, cessation of the Debtors' business would cause immediate and irreparable harm to their estates. Deborah Grossman, the Debtors' Senior Vice President and Treasurer, tells Judge McDonald that Bridge attempted to secure an alternative source of borrowing from which they could obtain additional funding to maintain and operate their business in the absence of access to the Cash Collateral and the DIP Financing. It wasn't possible. No lender would extend working capital financing on an unsecured basis or on any other terms or conditions more favorable to the Debtors than those offered by the Harris-led Syndicate. By this Motion, Bridge Information Systems, Inc. and its debtor- affiliates move the Court for entry of an order pursuant to 11 U.S.C. Secs. 105, 363, 364, 503(b) and 507 and Rules 2002, 4001(b) and (c) and 9014 of the Federal Rules of Bankruptcy Procedure: (1) authorizing them to obtain a secured postpetition financing facility, consisting of a revolving credit line for advances in an aggregate principal amount not to exceed $30,000,000, pursuant to a credit agreement, by and among the Debtors, as joint and several borrowers, Harris Trust and Savings Bank, as agent, and a syndicate of financial institutions; (2) granting to DIP Agent for the benefit of DIP Lenders: (A) pursuant to 11 U.S.C. Sec. 364(c)(2), first priority, valid and perfected security interests in and liens upon all unencumbered assets of the estates of each of the Debtors, including (without limitation) all real, personal or mixed property of each of the Debtors (including leasehold) at any time existing or arising, wherever located, and all proceeds and products thereof (but excluding causes of action of the Debtors' estates under 11 U.S.C. Secs. 544, 545, 547, 548 and 550 and any assets specifically excluded from such security interests and liens); (B) pursuant to 11 U.S.C. Sec. 364(d), first priority, senior priming perfected lien upon and security interests in all assets of each of the Debtors which were, as of the Petition Date, subject to a valid and perfected lien and security interest in favor of the Prepetition Agent for the benefit of the Prepetition Secured Parties; and (C) pursuant to 11 U.S.C. Sec. 364(c)(3), junior priority, valid and perfected security interests in and liens upon all assets of each of the Debtors that were, as of the Petition Date, otherwise subject to a Permitted Lien; (3) granting, pursuant to 11 U.S.C. Sec. 364(c)(1), superpriority administrative claim status for these Obligations, subject only to the Carve-Out; (4) authorizing the Debtors , pursuant to 11 U.S.C. Sec. 363(c), to use the Prepetition Secured Parties' Cash Collateral; (5) providing, pursuant to 11 U.S.C. Secs. 361, 363(e) and 364(d), adequate protection to the Prepetition Secured Parties on account of the Prepetition Secured Obligations with respect to any diminution in the value of Prepetition Agent's or the Prepetition Secured Parties' interests in the Prepetition Collateral resulting from: (A) the priming liens and security interests to be granted to the DIP Agent for the benefit of the DIP Lenders to secure the Obligations, (B) the Debtors' use of Cash Collateral, (C) the use, sale or lease of the Prepetition Collateral (other than Cash Collateral) and/or (D) the imposition of the automatic stay pursuant to 11 U.S.C. Sec. 362(a); and (6) scheduling a Final Hearing to consider entry of a Final Order authorizing the above matters in full. Finding that the Debtors have an immediate need for access to working capital financing, Judge McDonald convened an emergency hearing on the Debtors' Motion and granted the Debtors authority to borrow from the DIP Lenders up to an aggregate of such amounts used to operate the Debtors' businesses for seven weeks from the Petition Date pursuant to a Cash Plan provided to the DIP Lenders. Under the DIP Facility, the DIP Lenders agree to make revolving credit loans available to the Debtors on a weekly basis in an amount requested by the Borrowers, provided, that in no event shall the aggregate amount of the DIP Advances outstanding at any one time exceed the greater of (x) $500,000 and (y) 110% the aggregate amount of DIP Advances shown on the Budget to be required as of such week. The DIP Advances may be repaid in whole or in part at any time. The Debtors agree to use the proceeds of the DIP Facility (i) to fund general corporate purposes relating to postpetition operations in accordance with, and limited to the items set forth in, the Budget including professional fees, and all fees and expenses of the DIP Agent and the Lenders with respect to the DIP Facility and (ii) to pay certain prepetition claims as may be approved by the Bankruptcy Court. No portion of the DIP Advances, the DIP Collateral, the cash collateral of the lenders who are party to the Prepetition Credit Agreement and/or the Carve-Out may be used to commence or prosecute any action or objection with respect to the claims, liens or security interests that relate to either the Prepetition Credit Agreement or the DIP Facility. All loans outstanding under the DIP Facility will bear interest at Harris' Prime Rate plus 5.0% per annum until paid in full. In the event of a default, the interest rate kicks to Harris' Prime Rate plus 7.0% per annum. The Debtors agree to pay fees to the DIP Lenders: (a) a Commitment Fee equal to 0.5% of the total original DIP Facility commitment; (b) a Facility Fee equal to 3% of the DIP Commitment; (c) an Unused Line Fee equal to 2% per annum of the unutilized DIP Commitment; and (d) an Exit Fee equal to 1% of the total original DIP Facility commitment payable on the Maturity Date. The DIP Lenders agree to a $2,000,000 Carve-Out to their postpetition lien to provide for payment of: (a) allowed professional fees and disbursements incurred by the professionals retained, pursuant to 11 U.S.C. Sec. Sections 327 or 1103(a), by the Debtors and any statutory committee of unsecured creditors appointed in the Chapter 11 Cases (or expenses of members of the Committee which would ordinarily be entitled to administrative priority pursuant to Section 503(b)(3)(F)). The Debtors agree that that there shall be excluded from the Carve-Out, any fees and disbursements incurred, directly or indirectly, in respect of, arising from, or relating to the initiation or prosecution of any action contesting the validity, priority or extent of the claims or liens asserted by the Prepetition Lenders, any action for preferential transfers, fraudulent conveyances, and other avoidance power or subordination claims against the Prepetition Lenders, but not excluding therefrom such fees and expenses incurred in connection with any investigation relating thereto; (b) quarterly fees required to be paid pursuant to 28 U.S.C. Sec. 1930(a)(6) and any fees payable to the Clerk of the Bankruptcy Court or of the District Court (as applicable) and (c) such amounts allowable under key employee retention plans implemented by the Borrowers but only in such amounts as the DIP Lenders (or the Prepetition Lenders) may agree. The Debtors covenant with the DIP Lenders that they will: (1) deliver financial statements and reports, weekly Variance Reports, copies of accountants' letters upon receipt thereof by any Borrower, projections, officers certificates (as to covenant compliance and other matters on a monthly, quarterly and annual basis), and monthly reporting packages; (2) provide weekly disclosure of the status of the section 363 sale process, including the number and identity of potential bidders and such other information with respect thereto as the DIP Agent or any Lender may reasonably request and other information requested by the DIP Agent or any Lender from time to time; (3) use their best efforts to: (A) terminate any existing contractual restrictions on the sale or pledge of the shares of BridgeDFS Limited and (B) sell or monetize the interest of the Borrowers in the BridgeDFS Limited shares as soon as possible, the proceeds of which shall be applied to repay the DIP Advances and reduce the DIP Commitment by the amount of such prepayment. Among customary events of default, the Debtors agree that the DIP Facility will be in default if: (1) the Borrowers shall: (A) fail to use their best efforts to consummate the section 363 sale process; (B) fail to obtain on or prior to March 31, 2001 one or more letters of intent (in form and substance satisfactory to the DIP Agent and the Lenders) for the sale of a substantial portion of the Borrowers assets from parties satisfactory to the DIP Agent and the Lenders; or (C) fails to have a final section 363 hearing with respect to the sale of a substantial portion of the Borrowers' assets on or prior to the Maturity Date, as the same may be extended from time to time (but in no event past May 31, 2001) (2) without the prior written consent of the Requisite Lenders: (A) either: * Alvarez & Marsal or * PricewaterhouseCoopers LLP shall cease to be retained by the Borrowers in their current capacities or (B) any two of the four Management Committee members shall cease to serve in such capacity; The Lenders shall be permitted to assign and sell participations in their DIP Advances and commitments related thereto, provided that in the case of assignments, in addition to conditions of the type in the Existing Credit Agreement with respect to assignments, (i) except for assignments to another Lender or its affiliate or an affiliate of the assigning Lender, the consent of the DIP Agent is obtained (which consent shall not be unreasonably withheld), (ii) the minimum amount of such assignment shall not be less than $1,000,000 (unless such assigning DIP Agent assigns all of its interest by virtue of such assignment), (iii) after giving effect to such assignment, the commitment of each of the assigning Lender shall not be less than $1,000,000 (unless such assigning Lender assigns all of its interest by virtue of such assignment), (iv) the party to whom an assignment is made shall not be prohibited from making future advances under a revolving facility or to an entity that has filed for relief under the Bankruptcy Code; provided further, that in the case of participations, the participant shall not have any rights under the DIP Credit Documents or any related document in connection therewith, the Interim Order or the Final Order and (v) in no event shall any Lender assign any rights or obligations under the DIP Facility to any person or entity (other than a Lender or a Prepetition Lender) without the written consent of Lenders holding at least 75% of the DIP Obligations (which consent shall not be unreasonably withheld). J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher and Flom LLP in Chicago, serves as counsel to the DIP Lenders in the Debtors' chapter 11 cases. *** End of Issue No. 1 ***