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IN RE TELEPHONE WAREHOUSE, INC.

Nos. 00-2105 (MFW) to 002110 (MFW).

259 B.R. 64 (2001)

In re TELEPHONE WAREHOUSE, INC., et al., Debtors.

United States Bankruptcy Court, D. Delaware.

February 28, 2001.

Attorney(s) appearing for the Case

Neil B. Glassman, Jeffrey M. Schlerf, Elio Battista, Jr., The Bayard Firm, Wilmington, Thomas E. Lauria, Frank L. Eaton, White & Case LLP, Miami, FL, for Debtors.

Norman Pernick, Mark Minuti, Tara Lattomus, Saul Ewing Remick & Saul LLP, Wilmington, Bruce Buechler, Lowenstein Sandler, PC, Roseland, NJ, for the Official Committee of Unsecured Creditors.

John D. Demmy, Joseph H. Huston, Jr., Stevens & Lee, Wilmington, Lawrence Ream, Richard G. Birinyi, Bullivant Houser Bailey, P.C., Seattle, WA, for Voicestream Wireless and Omnipoint Communications.

Daniel K. Astin, Philadelphia, PA, Office of the United States Trustee.

OPINION1

MARY F. WALRATH, Bankruptcy Judge.

Before the Court are the Motions of Voicestream Wireless Corporation ("Voicestream"), and related companies, Omnipoint Corporation ("Omnipoint") and Aerial Communications, Inc. ("Aerial") (collectively "the Movants") for determination that the Movants have a right of recoupment or setoff against obligations owed to the Debtors and the Motion of the Debtors to compel payment...

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