NCFE Proposes Medshares Sale Bidding Procedures

NATIONAL CENTURY: Proposes Medshares Sale Bidding Procedures
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To ensure that the Debtors' estates realize the maximum sale
price for the Medshares Claim, National Century Financial
Enterprises, Inc., and its debtor-affiliates ask the Court to
approve competitive bidding procedures in connection with the
sale of the Medshares Claim.

The proposed Competitive Bidding Procedures are:

(a) Only pre-qualified bidders will be entitled to submit a bid
to purchase the Medshares Claim for at least the Minimum Bid
and otherwise on the terms and conditions set forth in the
Transfer Agreement at the Auction Sale;

To be a Qualified Bidder, an entity must, on or before 12:00
noon, Eastern Time two business days prior to the date of
the Auction Sale, provide:

(1) a deposit in the form of a cashier's or certified check
or a letter of credit equal to 10% the Cash Portion -- a
Bidder Deposit;

(2) a fully executed purchase agreement, which will
substantially conform to the Transfer Agreement, except
as to price; and

(3) a detailed description of the sources and relevant
amounts of equity or debt financing. If financing will
be provided by external sources, a bidder must include
copies of relevant commitment letters and identify the
individuals at the financing institutions so that the
Debtors may contact them.

(b) Nothing in these procedures will impair the right of any
creditor whose claim is secured by a lien against the
Medshares Claim to bid at the Auction Sale. In accordance
with Section 363(k) of the Bankruptcy Code, if the creditor
purchases the Medshares Claim, the creditor may offset its
claim against the purchase price;

(c) Copies of all written offers received by the Debtors, in
care of David Coles, the Debtors' acting CEO, from a
Qualified Bidder will be promptly provided to counsel to the
Creditors' Committee and counsel to the Subcommittees;

(d) The Auction Sale will take place by open bidding and will be
presided over by the Debtors. Bidding at the Auction Sale
will be limited to Qualified Bidders. Commencing with the
highest bid submitted by a Qualified Bidder to purchase the
Medshares Claim, competitive bidding among the two or more
Qualified Bidders for the Medshares Claim will proceed in
accordance with the Bidding Increment established;

(e) The Auction Sale of the Medshares Claim will be on an "as
is" and "where is" basis and will be without representation
or warranties of any kind or nature whatsoever, except as
set forth in the Transfer Agreement;

(f) All bids for the Medshares Claim must be on a cash basis.
Further, the bid of any Qualified Bidder will not be subject
to any contingency whatsoever, except for Court approval and
as may be contained in the Transfer Agreement;

(g) Any offer must state that:

(1) it constitutes a binding offer and that it will remain
in effect through the date of closing of the sale of the
Medshares Claim; and

(2) the bidder is prepared to consummate the transaction one
business day after the entry of the sale order.

(h) At the conclusion of the Auction Sale, the Debtors will
determine the highest and best offer for the Medshares
Claim;

(i) The Bidder Deposit submitted by a Qualified Bidder that is
not the Successful Bidder will be returned to the Qualified
Bidder within two business days after the closing of the
sale of the Medshares Claim to the successful Bidder.

The Bidder Deposit submitted by a Qualified Bidder that is
the Successful Bidder will be retained by the Debtors as a
credit against the winning bid;

(j) In the event the Successful Bidder, as approved by the
Court, fails to close its purchase of the Medshares Claim
pursuant to the Transfer Agreement and the Sale Order, the
Qualified Bidder who submitted the second highest competing
bid at the Auction Sale, as approved by the Debtors, will be
deemed to be the Successful Bidder and will be obligated to
close its proposed purchase of the Medshares Claim on the
terms and conditions of its last bid; and

(k) The closing of the sale to the Successful Bidder will take
place on the first business day after entry of the Sale
Order or as soon thereafter as practicable, provided all
terms and conditions of the Transfer Agreement are
satisfied.

Mr. Oellermann explains that the sale of the Medshares Claim to
the highest and best bidder will permit the Debtors to monetize
promptly this estate asset.

The Debtors also seek Court approval of the manner of notice of
the Competitive Bidding Procedures and the proposed sale. No
later than five business days after the Court enters its order
approving the Competitive Bidding Procedures, the Debtors will
file and serve a notice of the proposed sale of the Medshares
Claim and a scheduled auction with respect to the claim.

The Sale Notice will describe:

-- the Medshares Claim,

-- the minimum acceptable competing bid for the Medshares
Claim,

-- the minimum bidding increment for the Auction Sale,

-- the Purchaser's and other parties rights to participate
in the Auction Sale and to make higher and better offers,
and

-- a description of the Competing Bidding Procedures.

The Notice will be served to:

-- the U.S. Trustee,

-- the Creditors' Committee counsel,

-- the Debtors' prepetition bank lenders' counsel,

-- the counsel of the indenture trustees for the prepetition
notes,

-- the NPF VI Subcommittee's proposed counsel,

-- the NPF XII Subcommittee's counsel,

-- Uniscribe,

-- Todd J. Garamella and his counsel,

-- all parties that have asserted a security interest in the
Medshares Claim, and

-- parties that have filed requests for notice in these
cases.

Moreover, the Debtors will publish the Sale Notice in an
appropriate industry-based periodical or website.

"The proposed notice of the sale of the Medshares Claim is
adequate and reasonable," Mr. Oellermann maintains. The Debtors
believe that the Purchase Price that will be obtained through
the Competitive Bidding Procedures for the Medshares Claim will
be fair and reasonable under the circumstances. (National
Century Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)