CIV Wi LFG. O4 MAY l2 PH 2:06 NOTICE OF REMOVAL UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW MEXICO. Civ:

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1 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 1 of 17 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW MEXICO NEW MEXICO STATE INVESTMENT COUNCIL NEW MEXICO EDUCATIONAL RETIREMENT BOARD and NEW MEXICO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION, Civ: O4 MAY l2 PH 2:06 UL.L. n: :. VS. Plaintiffs, CLIFFORD ALEXANDER, JR., JAMES C. ALLEN, JUDITH AREEN, CARL J. AYCOCK, MAX E. BOBBFfl', FRANCESCO GALES[, STILES A KELLETT, JR., GORDON S. MACKLIIN, JOHN A. PORTER, BERT C. ROBERTS. JR., LAWRENCE C. TUCKER, JUAN VILLALONGA, BERNARD J. EBBERS, SCOTT D. SULLIVAN, CITIGROUP, INC., SALOMON SMITH BARNEY INC., JACK GRUBMAN, J.P. MORGAN SECURITIES INC., J.P. MORGAN CHASE & CO., BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, ABN AMRO INCORPORATED, DEUTSCHE BANK AG, DEUTSCHE BANC ALEX. BROWN INC., LEHMAN BROTHERS HOLDINGS INC., LEHMAN BROTHERS INC., CREDIT SUISSE GROUP, CREDIT SUISSE FIRST BOSTON CORP., GOLDMAN SACHS GROUP, INC., GOLDMAN SACHS & CO., UI3S WARBURO LLC, UTENDA1-IL CAPITAL PARTNERS, L.P., BLAYLOCK & PARTNERS, L.P.,. and ARTHUR ANDERSEN LLP, CIV Wi LFG Defendants. NOTICE OF REMOVAL

2 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 2 of 17 Defendants Citigroup Global Markets Inc. (f/k/a Salomon Smith Barney inc.), J.P. Morgan Securities Inc., Banc of America Securities LLC, ABN AMRO Inc., Deutsche Bank Securities, Inc. (f/k/a Deutsche Bane Alex. Brown Inc.), Lehman Brothers Inc.. Credit Suisse First Boston Corp., Goldman Sachs & Co., UBS Securities LLC (f/k/a UBS Warburg LLC), Utendahl Capital Partners, L.P., and Blaylock & Partners. L.P. (collectively, "Underwriter Defendants"), and Citigroup, Inc., J.P. Morgan Chase & Co., Bank of America Corp., Deutsche Bank AG, Lehman Brothers Holdings Inc., and Goldman Sachs Group, Inc. (collectively with Underwriter Defendants, "Removing Defendants") by their undersigned attorneys file this Notice of Removal to remove this action from the First Judicial District Court of Santa Fe County of the State of New Mexico to the United States District Court for the District of New Mexico pursuant to 28 U.S.C In support of the Notice of Removal, the Removing Defendants state as follows: BACKGROUND TO THE NOTICE OF REMOVAL 1. On July 28, 2003, Plaintiffs New Mexico State Investment Council, New Mexico Educational Retirement Board and New Mexico Public Employees Retirement Association ("Plaintiffs") filed a Complaint in the First Judicial District Court of the State of New Mexico, for the County of Santa Fe, entitled New Mexico State Investment Council, et al. v. Alexander, et al, docketed as follows: Case No. D-0101-CV (the "Action"). (A true and correct copy of the Complaint in the Action is attached hereto as Exhibit 1.) As discussed below, the Action is an apparent (and improper) attempt to evade the impact of a dispositive ruling in a nearly identical action rëlatingto the exact same securities at issue in the Action against - for the most part - the Ap exact same defendants, which was previously removed to this Court and transferred by the Multidistrict Litigation Panel before being voluntarily dismissed by the Plaintiffs. I

3 Case 6:04-cv MV-ACT Document 1 Filed 05/ó04 Page 3 of Plaintiffs allege two causes of action: (i) a violation of the New Mexico Securities Act, NMSA 1978 * and 58-13B-40, by, among others, WorldCom, Inc. ("WorldCom") and certain of WorldCom's present and former officers and directors, the Underwriter Defendants and WorldCom's then independent outside auditors, Arthur Andersen LLP ("Arthur Andersen'), in connection with purchase of WorldCom bonds issued in WorldCom bonds issued in 1998 (the '1998 Bonds"), 2000 and 2001 (the "2000 Offering" and "2001 Offering", respectively) (Exhibit 1. Compi. 1 1, 4, 9, ), and (ii) negligent misrepresentation by all defendants relating to those same offerings (ill ). Plaintiffs also allege a violation of Section II of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. 77(k), by, among others, WorldCom, certain of WorldCom's present and former officers and directors, the Underwriter Defendants and Arthur Andersen in connection with the 2000 and 2001 Offerings. (j 91 I, 4. 9 and ) and a violation of Section 15 of the Securities Act by, among others, Bank of America Corp., Deutsche Bank AG, Goldman Sachs Group Inc., J.P. Morgan Chase & Co., Lehman Brothers Holdings, Inc., and Citigroup Inc. relating to those same offerings (i ). 3. This is the second action that Plaintiffs have filed relating to the exact same transactions and occurrences against these same defendants. On July 28, 2003, Plaintiff filed it substantially identical complaint in the First Judicial District Court of the State of New Mexico, for the County of Santa Fe, entitled New Mexico State Investment Council, et al. v. Ebbers, et al, Case No SEA (the "Prior Action"). (A true and correct copy of the complaint in the Prior Action ("Prior Complaint" or "Prior Compl.") is attached hereto as Exhibit 2.) 4. In the Prior Action, Plaintiffs alleged (i) a violation of Section 11 of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. 77(k), by, among others, WorldCom, certain 3

4 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 4 of 17 of WorldCom's present and former officers and directors, the Underwriter Defendants and Arthur Andersen in connection with the 2000 and 2001 Offerings. (Ex. 2, Prior Compi. 9fl1 1, 4,7 and ) 5. On September 5, 2003, the Prior Action was timely removed to the United States District Court for the District of New Mexico pursuant to 28 U.S.C (A true and correct copy of the Notice of Removal in the Prior Action, without exhibits, is attached hereto as Exhibit 3.) 6. Shortly thereafter, the MDL Panel transferred the Prior Action to the Southern District of New York for coordinated or consolidated pretrial proceedings before the Honorable Denise Cote relating to the WorldCom debacle (the 'Consolidated WorldCom Proceedings"). (A true and correct copy of the Multidistrict Litigation Panel's November 28, 2003 Conditional Transfer Order in In re WorldCom. Inc. Securities and 'ERISA" Litigation, Docket No (J.P.M.L.) is attached hereto as Exhibit 4.)' 7. On November 21, 2003, the Honorable Denise Cote granted a motion to dismiss filed by the Underwriter Defendants, among others, relating to a complaint in another action pending before her, brought by the same counsel as here, that is virtually identical to the complaint in the Prior Action. In thai. order, Judge Cole held that the Section 11 claims asserted by the plaintiff in that action relating to the 1998 Bonds, which are indistinguishable from the Section 11 claims asserted by.tite Plaintiffs in the Prior Action, were barred by Section 13 of the Securities Act of 1933 (t17uim:xct '), is U S C 77m (West Supp 2003), which requires that claims arising under The No'ernber nditional Transfer Order was later vacated after Plaintiffs voluntarily dismissed ihêph tidñ(a'üiie.and örrect copy of the Multidistrict Litigation Panel's December Order Vacating Conditional Transfer Order in In re WorldCom. Inc. Securities and "ER1SA" Litigation, Docket No (J.P.M.L.) is attached hereto as Exhibit 5.) 4

5 cz Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 5 of 17 Section 11 of the Securities Act be commenced within the curlier of three years after the securities that are the subject of the lawsuit were first offered for sale to the public or one year from the time discovcry.of the facts underlying those claims was or should have been made. In re WorldCom, Inc. Sec. Litig., 294 F. Supp. 2d431 (S.D.N.Y. 2003) (the "November 21 Order"), aff'd, NC) , slip op. (2d Cir. May 11, 2004). (A true and correct copy of the November 21 Order and of the Second Circuit opinion affirming the November 21 Order are attached hereto as Exhibit 6.) 8. Immediately following the November21 Order, Plaintiffs, realizing the order applied with equal force to thcirclaims and that their action was about to be transferred before Judge Cote, voluntarily dismissed the Prior Action. (A true and correct copy of the Notice of Dismissal of the Prior Action is attached hereto as Exhibit 7.) Plaintiffs then commenced this Action, which. in addition to Section 11 and Section 15 claims, states claims under New Mexico's Blue Sky and common laws relating to the same transactions and occurrences. 9. Plaintiffs' tactical decision to file this Action, to circumvent Judge Cole's dispositive ruling, should not be countenanced by this Court. Rather, this Court should grant the Underwriter Defendants' motion to stay this Action to allow Judge Cote, who has already has significant experience dealing with identically situated plaintilts represented by the same counsel as Plaintiffs here relating to these very issues, to consider how to deal with Plaintiffs' new claims asserted in this Action. Furthermore, Plaintiffs' voluntary dismissal of the Prior Action pursuant to FRCP 41(a)(1) is clearly in dereliction of Judge Cote's orders precluding such a dismissal upon transfer to the Southern District of New York. See In re WorldCom, Inc. Sec. Litig., NC). 02 Civ (DLC), 2003 WL (S.D.N.Y. Nov. 5, 2003) (holding that defendants were deemed to have answered every individual action upon transfer, thus precluding any voluntary dismissal 5

6 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 6 of 17 under FRCP 41(a)(1)). Plaintiffs' avoidance of Judge Cole's orders, which would have prevented voluntary dismissal of the Prior Action and thus subjected it to dismissal with prejudice as timebarred pursuant to the November 21 Order, provides all the more reasons to stay this Action pending transfer to allow Judge Cote to rule on the appropriateness of such improper utilization of the voluntary dismissal vehicle. BASIS FOR.LURISJMCTION IN THIS COURT 10. On July 21, 2002, before Plaintiffs filed this Action, WorldCom filed it voluntary petition for relief under Chapter 11 of Title 11 of the United States Code. Ii U.S.C (as amended, the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Action"). The Order Confirming Debtors' Modified Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, Dated October 21, 2003 (the "Reorganization Plan"), was entered in the WoridCom bankruptcy proceedings on October 31, (A true and correct copy of the Reorganization Plan is attached hereto as Exhibit 8.) WorldCom's Reorganization Plan became effective on April 20, (A true and correct copy of the Notice of Occurrence of Effective Date is attached hereto as Exhibit 9.) 11. WorldCom's well-publicized accounting issues and recent bankruptcy have produced numerous related cases, such as the Prior Action and the instant Action, that may substantially affect WorldCom's reorganization plan and the distribution of its assets. Here, Plaintiff claims violations of Sections 11 and 15 of the Securities Act, a violation of the New Mexico SecuiiLies.AcL and negligent misrepresentation by the Underwriter Defendants and others. The Underwriter Defendants are entitled to, among other things, contractual indemnification for any losses incurred in Connection with this Action with respect to their services as underwriters. 6

7 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 7 of 17 Moreover, among other things, the Underwriter Defendants may have contribution rights against WorldCom pursuant to the provisions of Section 11 of the Securities Act. See In re WorldCom. Inc. Sec. Litig. (N.Y. City Employees' Ret. Sys. v. Ebbcrs), 293 B.R. 308 (S.D.N.Y. 2003) 12. Furthermore, this Action is "related to" the WorldCorn bankruptcy because the directors and officers of WorldCom have rights to contribution and indemnification from WorldCom, including a present right to indemnification for fees as they are incurred in this action. See In re WorldCom, 293 B.R. at 321 ("Because the effect of contribution claims on the bankruptcy estate is at the very least 'conceivable,' the NYCERS action is related to the bankruptcy and subject to the jurisdiction of this Court.") See also Benedictine College. Inc. v. Century Office Prods., Inc., 866 F.Supp. 1323, 1327 (D. Kan. 1994) (action by equipment lessee against assignees of lease agreements was 'related to' bankruptcy proceeding of debtor-lessor where lessee's claim against estate depended on the outcome of actions against assignees). 13. This Action is also "related to" the WorldCom bankruptcy due to the high degree of entwinement of WorldCom in this Action, and the "identity of interests" between WorldCom and the Underwriter Defendants. See. e.g., In re Dow Coming Corp., 86 F.3d 482, (6th Cir. 1996); In re WorldCom, 293 B.R. at 321, 334 (denying motion to remand, based in part on recognition of interconnected nature of bondholder cases and bankruptcy action). 14. Accordingly, Plaintiffs' claims could produce serious consequences for WorldCom's reorganization. On August 7,2002, the Underwriter Defendants against which claims had been asserted filed a Proof of Claim in the Bankruptcy Action. (A true and correct copy of the Proof of Claim is attached hereto as Exhibit 10.) This Proof of Claim was subsequently amended on January 17 and January 23, (True and correct copies of (hose amendments are attached VA

8 Case 6:04-cv-005óMV-ACT Document 1 Filed 05/12/04 Page 8 of 17 hereto as Exhibits II and 12.) As potentially significant liabilities for the debtor, these indemnification and/or contribution claims could also substantially affect the assets of WorldCom's bankruptcy estate. Indeed, the outcome of this Action has the potential to interfere with attempts by the bankruptcy court to distribute assets from WorldCom's bankruptcy estate or with the Reorganization Plan itself. See In re WorldCom, 293 B.R. 308, Although the Reorganization Plan has become effective, WorldCorn has not challenged - and the Bankruptcy Court has not addressed - the Proofs of Claims filed by the Underwriter Defendants. Until such time as a final order in the Bankruptcy Court is entered disallowing these Proofs of Claims or recharacterizing them as subordinated claims, the Underwriter Defendants, as holders of general unsecured claims, would be entitled to a distribution under the Reorganization Plan. Until the Plan has been consummated, and all claims finally discharged, it is premature to speculate whether the Underwriter Defendants will receive distributions under the terms of the Plan. See Cumberland River Coal Co. v. United States (In re Blue Diamond Coal Co.), 163 B.R. 798, (Bankr. E.D. Tenn. 1994) ("[a]t this point, the court need not determine whether [plaintiff's] claim would be disallowed" and that "whether [plaintifl]'s claim would be disallowed on grounds advanced by the [defendant] is mere conjecture because those issues are not before the court"). Because the Reorganization Plan does not foreclose all possibility that the Underwriter Defendants' contribution and indemnity claims could be paid, the exercise of "related to' bankruptcy jurisdiction is appropriate here because those claims could "conceivably" have an effect on the bankrutcy estate. See In re Gardner, 913 F.2d 1515, 1518 (10th Cir. 1990) (acknowledging that "related to" jurisdiction extends to actions between third parties "if the outcome could alter the debtor's rights, liabilities, options, or freedom of action in any way, thereby impacting on the

9 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 9 of 17 handling and administration of the bankruptcy estate') (emphasis added); Personette v. Kennedy (In re Midgard Corp.), 204 B.R. 764, 772 (10th Cir. BAP 1997) ("Proceedings that are 'related to' a bankruptcy case need not be against the debtor or debtor's property if the Outcome may have some effect on the estate.") REMOVAL PURSUAN1' 'I'028 U.S.C Cases which are related to a pending bankruptcy case may he removed pursuant to 28 U.S.C. 1452(a), which states in pertinent part: A party may remove any claim or cause of action in a civil action... to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim[s] or cause[s] of action under section 1334 of this title. 28 U.S.C. 1452(a). In turn, 28 U.S.C. 1334(h) gives district courts original, although not exclusive, jurisdiction "of all civil proceedings arising under title 11, or arising in or related to cases under title 11." "Related to" bankruptcy jurisdiction encompasses "suits between third parties which have an effect on the bankruptcy estate." Celotex Corp. v. Edwards, 514 U.S. 300, 307 n.5 (1995). "Congress did not delineate the scope of 'related to' jurisdiction, but its choice of words suggests a grant of some breadth." Id. at (footnote omitted). In the Tenth Circuit, "related proceedings' are defined as "those civil proceedings that, in the absence of a petition in bankruptcy, could have been brought in a district court or state court." Matter of Colorado Energy Supply, Inc., 728 F.2d 1283, 1286 (10th Cir.1984). The Action here isre1ated to a case currently pending in the United States Bankruptcy Court, i.e. WorldCom's Chapter 11 proceeding in the Southern District of New York, because the Action could affect the bankruptcy estate. The Action is a civil action that does not relate to a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power.

10 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 10 of After this Action has been removed to this Court, the Underwriter Defendants intend to request the JUdicial Panel on Multidistrict Litigation (the -MDL Panel"), pursuant to 28 U.S.C. 1407, to transfer this Action to the Southern District of New York, for coordinated or consolidated pretrial proceedings established by the MDL Panel. 18. On October 8,2002, the MDL Panel issued an Order in In re WorldCom, Inc., Securities and "ERISA" Litigation, No (J.P.M.L.). See In re WorldComInc Sec. & 'ERISA" Liti., 226 F. Supp. 2d 1352 (J.P.M.L. 2002). By this Order, pursuant to 28 U.S.C. 1407, the MDL Panel centralized WorldCom-related securities and ERISA actions in the United States District Court for the' Southern District of New York, before the Hon. Denise Cote, for coordinated or consolidated pretrial proceedings. 19. The MDL Panel issued further orders on January 2, 2003, January 8, 2003, January 30, 2003, February 20, 2003, April 15, 2003, May 12, 2003, May 23, 2003, June 13, 2003, June 17, 2003, AugUst 5, 2003, August , August 22, 2003, September 11, 2003, September 26, 2003, October 3, 2003, October 6, 2003, October 17, 2003, October 23, 2003, November 5, 2003, November 21, 2003, December 4, 2003, January 8, 2004, February 12,2004, and February 20, 2004, similarly transferring or conditionally transferring additional WorldCorn-related actions to Judge Cote for coordinated or consolidated pretrial proceedings. (Copies of these orders are attached heretoas Exhibits 4-5, ) Among those orders is included three decisions by the MDL Panel rejéëting objections to transfer of identical bondholder actions brought by the same counsel as used bylaintiffs here Exs 20, 33, and 35) 10

11 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 11 of 17 THE REMOVAL PREREQUISITES HAVE BEEN SATISFIED 20. Pursuant to 28 U.S.C. 1446(b) and Federal Rule of Bankruptcy Procedure 9027(a). this Notice of Removal is being filed within thirty days of service of process and is, therefore, timely. See Murphy Bros. v. Michetti Pipe Stringing, Inc., 526 U.S. 344 (1999). 21. The Action is a non-core proceeding and the Removing Defendants consent to the entry of final orders and judgments by the bankruptcy judge. By consenting to the entry of final orders or judgments, the Removing Defendants do not waive or give up any rights to seek appellate review of any orddrs or judgments entered by the bankruptcy judge. 22. Written notice of the filing of this Notice of Removal is hereby given to all parties. 23. A Notice of Filing Notice of Removal with a copy of this Notice of Removal attached will be filed promptly with the Clerk of the First Judicial District Court of Santa Fe County, New Mexico. 24. No previous application has been made by defendants for this orsimilarreliel. 25. All papers, processes, pleadings, either served on or contained in the state court file arc attached hereto as collective Exhibit Most of the defendants presently in the case expressly consent to the removal of this Action by and through their undersigned counsel? True and correct copies of notices of The Removing Defendants (none of which have been properly served with the Complaint), Clifford Alexander, Jr., James C. Allen, Judith Areen, Carl J. Aycock, Max E. Bobbitt, Francesco Galesi, Jack GrubmanStilcs A. Kellett, Jr., Gordon S. Macklin, John A. Porter,-Bert C. Roberts, Jr., Lawrence C. Tucker, Juan ViIlalôri, Berthtrd J. Ebbers, Scott D. Sullivan, and Arthur Andersen LLP reserve their rights to seek dismissal of the complaint on jurisdictional and any other grounds. Morris & Co. v. Skandinavia Ins. 279 U.S (1929) ("Petitioner suggests that, by removal of the case to the federal court, objection to jurisdiction over the person of respondent was waived. Our decisions are to the contrary."); Heine v. New York Life Ins. Co., 50 F.2d (9th Cir. 1931); Dielsi v. Falk. 916 F. Supp (continued...) 11

12 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 12 of 17 consent to removal by defendants Clifford Alexander, Jr., James C. Allen, Judith Arcen, Carl J. Aycock, Max E. Bobbitt, Francesco Galesi, Jack Grubman, Stiles A. Kellett, Jr., Gordon S. Macklin, John A. Porter, Bert C. Roberts, Jr., Lawrence C. Tucker, Bernard J. Ebbcrs, Scott D. Sullivan, Juan Villalonga and Arthur Andersen LLP, are attached hereto as Exhibit 37. WHEREFORE, the Removing Defendants desiring to remove this Action to the United Stales District Court for the District of New Mexico hereby request that the filing of this Notice of Removal shall effect the removal of this civil action to this Court. Jay B. Kasner SKADDEN, ARPS, SLATE, MEAG HER & FLOM LLP Four Times Square New York, New York (2 12) Jason D. Russell SKADDEN, ARPS, SLATE. MEAGHER & FLOM LLP 300 S. Grand Avenue 34th Floor Los Angeles, CA (213) Respectfully submitted, MODRALL, SPERLING, ROEHL, HARRIS & SISK, : 2 CVL~ <"rj KENNETH L. HAR&IGAN VALERIE V. VIGIL 500 Fourth Street, N.W. Bank of America Centre, Suite 1000 P.O. Box 2168 Albuquerque, New Mexico Telephone: Attorneys for Defendants Citigroup, Inc., Salomon Smith Barney Inc., J.P. Morgan Securities Inc.. J.P. Morgan Chase & Co., Bank of America Corp.. Banc of Amcrica Securities LLC, ABN Amro incorporated. Deutsche Bank AG, Deutsche Banc Alex. Brown Inc., Lehman Brothers Holdings Inc., Lehman Brothers Inc., Credit Suisse Group, Credit Suisse First Boston Corp., Goldman Sachs Group, Inc., Goldman Sachs & Co., UBS Securities LLC (f/k/a UBS Warburg LLC), Utendahl Capital Partners, L.P., and Blaylock & Partners, L.P. (...continued) - (C.D. Cal. 1996) ('a defendant 'does not waive jurisdictional challenges by removing the case to federal court). Credit Suisse Group has not been served and therefore need not consent to the removal of this action. 12

13 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 13 of 17 WE HEREBY CERTIFY THAT a true and correct copy of the foregoing pleading was sent via U.S. Mail to the following counsel of record this 12th day of May, 2004: COUNSEL FOR PLAINTIFFS: Jerry Wertheim John V. Wertheim Jones, Snead, Wertheim & Wentworth, P.A. 215 Lincoln Ave. Santa Fe, NM (505) FAX (505) Darren J. Robbins Michael J. Dowd Spencer A. Burkholz Lerach, Coughlin, Stola & Robbins, LLP 401 B Street, Suite 1700 San Diego, CA (619) FAX (619) Patrick J. Coughlin Ranch D. Bandman Azra Z. Mehdi Lerach, Coughlin, Stoia & Robbins, LLP 100 Pine Street, Suite 2600 San Francisco, CA (415) FAX (415) Patricia A. Madrid Glenn R. Smith Zach Shandler State of New Mexico - Attorney General 407 Galisteo Street Bataan Memorial Building, Room 260 Santa Fe, NM, (505) FAX (505)

14 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 14 of 17 COUNSEL FOR DEFENDANTS: Pamela Rogers Chepiga Nathan Reilly Allen & Overy 1221 Avenue of the Americas New York, NY (212) FAX (212) Thomas J. Kavaler David C. Januszewski Jessica Liberman Cahill Goreon & Reindel 80 Pine Street New York, NY (212) FAX (212) Eliot Lauer Curtis, Mallet-Prevost, Colt & Mosle, LLP 101 Park Avenue New York, NY (212) FAX (212) David F. Wertheimer Hogan & Hartson, LLP 875 Third Avenue New York, NY (212) FAX.(2I2)9183!00 Irvin B. -Nathan'' David M.Maria Julie. B.,Rbttenberg et NW 'nflfla George E. Ridge Cooper, Ridge & Lantinberg, P.A Sun Trust Bank Bldg. 200 West Forsyth Street Jacksonville, FL (904) FAX (904) Geoffrey S. Harper Kelly R. Vickers Fish & Richardson, P.C Main Street, Suite 5000 Dallas, TX (214) FAX (214) Kenneth L. Harrigan Valerie V. Vigil Modrall, Sperling, Roehi, Harris & Sisk, P.A. 500 Fourth Street NW, Suite 100() Albuquerque, NM (505) FAX (505) James Wareham Christopher F. Dugan Sofia Giatrakos Paul, Hastings, Janofsky & Walker, LLP 1299 Pennsylvania Ave. NW Washington, DC (202) FAX (202) Lawrence E. Levinson Piper Rudnick, LLP 1200 Nineteenth Street, NW Washington, DC (202) FAX (202)

15 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 15 of 17 William F. Boyer Sharp & Associates 2020 K Street NW Washington, DC (202) FAX (202) Jason D. Russell Skadden, Arps, Slate, Meagher & Flom, LLP 300 S. Grand Ave., Suite 3400 Los Angeles, CA (213) FAX (213) Andrew J. Ehrlich Paul, Weiss, Rifkind, Wharton & Garrison, LLP 1285 Avenue of the Americas New York, NY (212) FAX (212) Brendon V. Sullivan, Jr. Michael S. Sundermeycr Williams & Connolly I Street NW Washington, DC (202) FAX (202) Robert M. Buschmann Winston & Strawn, LLP 200 Park Avenue New York, NY (212) FAX (212) Michael W. Mitchell Shapiro, Mitchell, Forman, Allen & Miller, LLP 380 Madison Avenue, 23 k' Floor New York, NY (212) FAX (212) Jay B. Kasner. John.L Gáidi,ner Skafden, Arjs Slate, Meagher &Flom,LLP' -. Four.Tirñcs Square New York, NY (2-12) FAX (2 12) Stuart F. Pierson Jennifer'Chapman Troutman Sanders, LLP 401 9th Street, NW.... Washington, DC. 20O (202) FAX (202)

16 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 16 of 17 MODRALL, SPERLING, ROEHL, HARRIS & SISK, P.A. By: 1 C, -T VALERIE V. VIGIL 1

17 Case 6:04-cv MV-ACT Document 1 Filed 05/12/04 Page 17 of 17 THE EXHIBITS ATTACHED TO THIS PLEADING ARE TOO VOLUMINOUS TO SCAN. SAID EXHIBITS ARE ATTACHED TO THE ORIGINAL PLEADING IN THE CASE FILE WHICH IS LOCATED IN THE RECORDS DEPARTMENT, U.S. DISTRICT COURT CLERK'S OFFICE...