for the district of delaware in re: ) chapter … · rule 2004 motion seeking to examine sandeep...

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 )

REVSTONE INDUSTRIES, LLC, et fli.,’ ) Case No. 12-13262 (BLS) )

Debtors. ) (Jointly Administered) )

) Related Docket No. 356, 411

EMERGENCY MOTION OF DEBTOR SPARA, LLC FOR FURTHER HEARING ON DEBTOR SPARA, LLC’S EXPEDITED MOTION FOR ENTRY OF ORDER

DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004 AND

THE ENTRY OF AN ORDER DIRECTING THE EXAMINATION OF A REPRESENTATIVE OF LEXINGTON LOGISTICS, LLC AND BOSTON FINANCE GROUP, LLC PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 30(B)(6)

Spara, LLC, a debtor and debtor in possession in the above captioned cases (the

"Debtor" or "Spara"), hereby submits this emergency motion (the "Motion") pursuant to Rule

2004 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2004-1

of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court

for the District Court of Delaware (the "Local Rules") for a further emergency hearing on the

Debtor’s prior expedited motion for entry of an order directing the examination of Sandeep

Gupta, John Fernando and Boston Finance Group, LLC ("BFG") pursuant to Bankruptcy Rule

2004 and the entry of an order directing the examination of a representative from Lexington

The Debtors in these Chapter Ii Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. 2 During the hearing on April 17, 2013, the Court indicated it would hear this emergency motion during the telephonic hearing scheduled for April 18, 2013 at 3:30 p.m.

DOCS_DE: 186982.1 73864/001

Case 12-13262-BLS Doc 500 Filed 04/17/13 of 11

Logistics, LLC ("Lexington") and BFG pursuant to Rule 30(b)(6) of the Federal Rules of Civil

Procedure. In support of the Motion, the Debtor respectfully represents as follows:

INTRODUCTION

1. The Debtor returns to this Court to seek the production of information

from Lexington and BFG on the operations and assets of Lexington necessary to determine

Lexington’s value to this estate. After the Debtor sought expedited relief from the Court

pursuant to a Rule 2004 Motion, the Debtor and BFG reached a resolution reflected in a consent

order approved by the Court that would provide for the flow of information from Lexington.

BFG and Lexington failed to deliver upon their obligations under the consent order. The Debtor

now seeks a further order directing BFG and Lexington to produce representatives for

examination pursuant to Federal Rule of Civil Procedure 30(b)(6), justify the removal of

Lexington’s chief restructuring officer and complete the document production ordered by the

Court.

2. Lexington is the wholly-owned subsidiary of the Debtor. BFG has

exercised complete control over Lexington’s operations since November 2012 and refused to

provide the Debtor with any information as to the financial operations of Lexington, including,

balance sheets, cash flow statements, income statements, bank statements, audit reports, accounts

receivable reporting and sales data. Additionally, BFG failed to release information on valuable

litigation claims that Lexington may have against third parties. In response, the Debtor filed a

D005_DE:186982.1 73864/001 2


Rule 2004 Motion seeking to examine Sandeep Gupta, then the Chief Restructuring Officer of

Lexington, John Fernando, Lexington’s former president and chief operating officer and a

representative from BFG. The Rule 2004 Motion was resolved through the entry of a consent

order that provided for the production of documents responsive to Debtor’s document requests

and the oral examination of Mr. Gupta. The Debtor’s requests as to John Fernando and BFG

were stayed pending the outcome of the parties’ agreement set forth in the consent order.

3. The Debtor learned on April 12, 2013 that Mr. Gupta was removed as

Chief Restructuring Officer only days before the document production was scheduled to

conclude and before Mr. Gupta would be examined by the Debtor. Neither BFG nor Lexington

provided any advance notice or the basis for Mr. Gupta’s removal.

4. The Debtor received only limited documents and information in response

to the Order granting the Rule 2004 Motion. The Debtor does not have sufficient information to

understand what is going on with the business, whether Lexington is still facing liquidity

challenges and whether and why there has been what may be a serious diminution in the

company’s value since BFG became the lender in possession. Nor does the Debtor understand

who is managing Lexington after Mr. Gupta’s termination. These significant concerns can only

be addressed through examination of representatives from Lexington and BFG and a complete

response to the Debtor’s document requests previously set forth in the Rule 2004 Motion and

approved by the consent order entered by the Court.

DOCS_DE: 186982.173864/001 3


5. Lexington and BFG are now unwilling to meet their obligations under the

consent order although I3FG had previously recognized that these obligations would arise if the

Debtors were unable to obtain the necessary information from Mr. Gupta. The Debtor requires a

further order of this Court that provides for (a) a Rule 30(b)(6) examination of Lexington, (b) a

Rule 30(b)(6) examination of BFG, (c) the production of documents related to Mr. Gupta’s

removal and (d) a complete production of any documents required by this Court’s original

consent order. An order that provides for the examinations and production of documents from

BFG and Lexington is necessary to avoid any further delay due to turnover in the management of

Lexington.

BACKGROUND

6. On June 21, 2011, the Debtor entered into a loan agreement for financing

from BFG in the principal amount of $6,000,000 (the "Spara Loan") under the terms of a

Promissory Note (the "Spara Promissory Note"). The Spara Loan was secured by a Pledge

Agreement (the "Spara Pledge Agreement"), in which the Debtor pledged 100% of the

membership interests (the "Lexington Membership Interest Collateral") in Lexington.

7. Following pre-petition defaults by Lexington, BFG exercised certain of its

rights and remedies under the Spara Pledge Agreement, including without limitation exercising

all voting rights for Lexington, installing itself as manager of Lexington, removing officers and

DOCS_DE:186982.1 73864/001 4


appointing certain new officers in their stead by unanimous written consent of sole member

BFG.

8. On January 10, 2013, BFG filed the Boston Finance Croup, LLC’s Motion

for Modification of the Automatic Stay and for Adequate Protection [Case No. 12-23623, Docket

No. 33] (the "Stay Relief Motion") to foreclose on its asserted lien in the membership interests of

Lexington. BFG’s argument that the Debtor’s estate does not have any equity in Lexington

relied on a single paragraph in the self-serving declaration of Lexington’s general counsel in

support of the Stay Relief Motion and the Debtor’s inability to test BFG’s valuation because

BFG and its employees, now exercising control of Lexington, refused the Debtor’s requests to

review of Lexington’s books and records.

9. On February 6, 2013, the Court declined to order BFG’s proposed

immediate foreclosure sale of the Debtor’s interests in Lexington or to issue a declaratory

judgment that BFG acted in a commercially reasonable manner in connection with such

foreclosure. Instead, the Court directed BFG and the Debtor to engage in discovery regarding

the valuation of the Debtor’s membership interest.

10. Even after the Court’s ruling on February 6, BFG, continuing to exercise

operational control of Lexington, refused to provide the Debtor with the current books and

records of Lexington for review or otherwise respond to the Debtor’s discovery requests.

Moreover, during this time period, BFG informed the Debtor that it had suspended negotiations

DOCSDE:186982.1 73864/001 5


with Fifth Third Bank, the Agent for a Loan and Security Agreement (as amended, the

"Lexington Fifth Third Loan Agreement") to which Lexington is a party that included a term

loan commitment that exceeded $22,000,000, a revolving loan commitment in excess of

$8,000,000 and outstanding letters of credit in the amount of $1,000,000. Additionally, BFG

indicated it would not oppose Fifth Third Bank’s attempt to foreclose on the collateral pledged

by Lexington.

11. On March 12, 2013, faced with BFG’s continuing refusal to provide any

transparency as to Lexington financial and operational status, the Debtor filed an Expedited

Motion of Debtor Spara, LLCfor Entry of Order Directing the Examination of Sandeep Gupta,

John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 [Case No.

12-13262, Docket No. 356] (the "Rule 2004 Motion"). A copy of the Rule 2004 Motion is

attached hereto as Exhibit A. BFG filed its objection to the Rule 2004 Motion on March 18,

2013 [Case No. 12-13262, Docket No. 399].

12. Prior to the scheduled hearing on the Rule 2004 Motion, the Debtor

reached an agreement with Lexington and BFG pursuant to which Mr. Gupta, in his capacity as

Chief Restructuring Officer of Lexington and on behalf of Lexington, agreed to produce

documents responsive to the Debtor’s requests set forth in the Rule 2004 Motion and to appear

for oral examination regarding Lexington. The parties agreement was reflected in the Consent

Order Directing Examination of Sandeep Gupta and Lexington Logistics, LLC Pursuant to

DOCS_DE:186982.1 73864/001 6


Bankruptcy Rule 2004 filed on March 20, 2013 [Case No. 12-13262, Docket No. 411] (the

"Consent Order"). The Consent Order did not address the Motion as it related to John Fernando

and I3FG. A copy of the Consent Order is attached hereto as Exhibit B.

13. On April 12, 2013, the Debtor learned that Mr. Gupta had been removed

as the Chief Restructuring Officer of Lexington. Lexington’s document production was

scheduled to conclude on April 19, 2013 with Mr. Gupta’s examination to follow.

14. The Debtor sent letters to counsel for Lexington and BFG on April 15,

2013 seeking confirmation and further information regarding Mr. Gupta’s removal and an

understanding of Lexington’s future management plans in light of this development. Copies of

the April 15 letters are attached hereto as Exhibit C. Counsel for Lexington did not respond to

the Debtor’s April 15 letter. The Debtor and counsel for BFG conferred on April 16 and April 17

but were unable to resolve the discovery dispute.

RELIEF REQUESTED

15. By this Motion, the Debtor seeks an emergency hearing to address the

Rule 2004 Motion and entry of an Order directing Lexington and BFG to produce representatives

for oral examination pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure. The

Debtor also seeks production of additional documents relating to the recent removal of Mr.

Gupta as Chief Restructuring Officer (as set forth on Exhibit D, the "Additional Document

Requests") and completion of the document production required pursuant to the Consent Order.

DOCSDE:186982.1 73864/001 7


16. There is no dispute that Lexington previously consented to the production

of documents and examination of its representative, Mr. Gupta, in response to the Rule 2004

Motion. See Consent Order, IT 2-5. Lexington has an obligation to produce responsive

documents in accordance with the terms of the Consent Order to the extent its document

production is incomplete. Moreover, Lexington is now required to provide a representative for

oral examination pursuant to Rule 30(b)(6) of the Federal Rules of Civil now that BFG removed

Mr. Gupta as Chief Restructuring Officer. Lexington should also be compelled to produce

documents related to Mr. Gupta’s removal.

17. The Consent Order did not address the Debtor’s request for examination

of BFG. See Consent Order, 11 ("[t]his Order does not address the Motion as it relates to John

Fernando or Boston Finance Group, LLC"]. However, the parties agreed that the Debtor’s

request as to BFG was stayed pending the outcome of the discovery production from Lexington

and the oral examination of Mr. Gupta. See In re Revstone Industries, LLC, Case No. 12-13262

(BLS), Hearing Transcript, March 20, 2013, 11:00 a.m. ("Tr."), at 14:

Mr. Brown: Your Honor, for Boston Finance Group and Mr. Fernando who are two of the subjects of the motion, we understand that essentially the motion will be carried and if there is a problem with the Debtor Spara getting information from Lexington that will be back before Your Honor or they’ll be back before Your Honor seeking a further order.

An excerpted copy of the Transcript is attached hereto as Exhibit E. BFG clearly acknowledged

that the Rule 2004 Motion remains pending as to BFG and the Debtor would return if there were

more discovery problems. Mr. Gupta’s removal only days before the completion of the

document production qualifies as a problem.

DOCS_DE:186982.1 73864/001 8


18. The Debtor seeks to examine a representative of BFG pursuant to Rule

30(b)(6) of the Federal Rules of Civil Procedure. An Order directing BFG to produce a

representative for oral examination is in line with the Debtor’s original request in the Rule 2004

Motion which was stayed pending the outcome of the document production and examination for

Mr. Gupta pursuant to the terms of the Consent Order. Now that Mr. Gupta is no longer

Lexington’s Chief Restructuring Officer, the Debtor will proceed with the examination of a

representative from BFG.

19. Thus, the Debtor seeks to examine, (a) Lexington and its designated

representative, (b) BFG and its designated representative and (c) documents related to Mr.

Gupta’s removal. This inquiry falls squarely within the permissible scope of discovery under

Bankruptcy Rule 2004.

CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1

20. Attached hereto as Exhibit F is a certification of Timothy P. Cairns, counsel

to the Debtor, demonstrating compliance with Local Rule 2004-1, and stating that prior to the

filing of this Motion, counsel for the Debtor conferred or attempted to confer with counsel for

Lexington and BFG with respect to the subject matter of this Motion and no agreement was

reached.

NOTICE

21. Notice of this Motion has been given to the following parties or, in lieu

thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of

The Debtor does not repeat the basis for relief set forth in the Rule 2004 Motion for the sake ofjudicial economy but does refer the Court to the arguments set forth therein and expressly reserves its right to present those arguments, if necessary, to the Court at the April 18 hearing.

DQCS_DE:186982.1 73864/001 9


Delaware; (b) counsel to the Debtors’ prepetition secured lenders; (c) Lexington; (d) BFG; (e)

counsel to the Official Committee of Unsecured Creditors; and (f) those persons who have

requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. The

Debtor submits that, in light of the nature of the relief requested, no other or further notice need

be given.

WHEREFORE, for the reasons discussed herein, the Debtor respectfully

requests entry of an Order substantially in the form submitted herewith: (i) granting the Motion

in its entirety; (ii) directing Lexington to designate a person to appear for oral examination

pursuant to Federal Rule of Civil Procedure 30(b)(6); (iii) directing BFG to designate a person to

appear for oral examination pursuant Federal Rule of Civil Procedure 30(b)(6); (iv) directing

Lexington and BFG to respond to the document requests attached hereto as Exhibit D; (v)

directing Lexington to complete production of documents required pursuant to the Consent Order

and (vi) granting such other and further relief as this Court deems just and proper under the

circumstances.

DOCSDE:186982.1 73864/001 10


Dated: April 17, 2013 PACHIJLSKI STANG ZIEHL & JONES LLP

Is! Timothy P. Cairns Laura Davis Jones (Bar No. 2436) Alan J. Kornfeld (CA Bar No. 130063) Maxim B. Litvak (CA Bar No. 215852) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljonespszjlaw.com

akornfe1dpszj1aw.com [email protected] [email protected]

Counsel for Debtor and Debtors in Possession

DOCS_DE:186982.1 73864/001 11




In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et aL,’ ) Case No. 12-13262 (BLS) )


) Related to Docket Nos. 356, 411

Telephonic Hearing Date: April 18, 2013 at 3:30 p.m. (prevailing Eastern time)

NOTICE OF TELEPHONIC HEARING ON: EMERGENCY MOTION OF DEBTOR SPARA, LLC FOR FURTHER HEARING ON DEBTOR SPARA,

LLC’S EXPEDITED MOTION FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004 AND

THE ENTRY OF AN ORDER DIRECTING THE EXAMINATION OF A REPRESENTATIVE OF LEXINGTON LOGISTICS, LLC AND BOSTON FINANCE GROUP, LLC PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 30(b)(6)

TO: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Debtors’ prepetition secured lenders; (c) Lexington; (d) BFG; (e) counsel to the Official Committee of Unsecured Creditors; and (f) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure.

PLEASE TAKE NOTICE that on April 17, 2013, the above-captioned debtors

and debtors in possession (collectively, the "Debtors") filed the Emergency Motion of Debtor

Spara, LLCfor Further Hearing on Debtor Spara, LLC’s Expedited Motion for Entry of Order

Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC

Pursuant to Bankruptcy Rule 2004 and the Entry of an Order Directing the Examination of a

Representative of Lexington Logistics, LLC and Boston Finance Group, LLC Pursuant to

Federal Rule of Civil Procedure 30(b)(6) (the "Motion") with the United States Bankruptcy

l The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.

DOCS_DE:186982. 1 73864/001

Case 12-13262-BLS Doc 500-1 Filed 04/17/13 Page 1 of 2

Court for the District of Delaware, 824 Market Street, 3 d Floor, Wilmington, Delaware 19801

(the "Bankruptcy Court"). A copy of the Motion is attached hereto.

PLEASE TAKE FURTHER NOTICE that a telephonic hearing (the

"Telephonic Hearing") to consider the relief sought in the motion will be held before the

Honorable Brendan L. Shannon, United States Bankruptcy Judge, at the United States

Bankruptcy Court for the District of Delaware, on April 18, 2013 at 3:30 p.m. (prevailing

eastern time).

PLEASE TAKE FURTHER NOTICE that those parties wishing to participate

in the Telephonic Hearing must make immediate arrangements through CourtCall by telephone

at 888-882-6878 or via the internet at www.courtcall.com . When making the arrangements,

please notify CourtCall that the Court has authorized telephonic participation by the parties.

Dated: April 17, 2013 PACHULSKI STANG ZIEHL & JONES LLP

Is! Timothy P. Cairns Laura Davis Jones (Bar No. 2436) Alan J. Kornield (CA Bar No. 130063) Maxim B. Litvak (CA Bar No. 215852) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected]

akornfeldpszjlaw.com [email protected] [email protected]


DOCSDE:186982.1 73864/001 2


EXHIBIT A

Rule 2004 Motion

DOCS_DE: 186982.1 73864/001




In re: )

Chapter 11 )

REVSTONE INDUSTRIES, LLC, et d." - ) Case No. 12-13262 (BLS)

)

Debtors. )

(Jointly Administered) )

EXPEDITED MOTION OF DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND

BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004

Spara, LLC, a debtor and debtor in possession in the above captioned cases (the

"Debtor" or "Spara"), hereby submits this expedited motion (the "Motion") pursuant to Rule

2004 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2004-1

of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court

for the District Court of Delaware (the "Local Rules") for the entry of an order directing the

examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC ("")

regarding the operations of non-Debtor affiliate Lexington Logistics, LLC ("Lexington") and

BFG’s management of Lexington, as further described below. In support of the Motion, the

Debtor respectfully represents as follows:

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. 2 The Debtor has filed a motion contemporaneously herewith seeking a reduction in time to allow this Motion to be heard at the regularly scheduled omnibus hearing on Tuesday, March 19, 2013, at 2:00 p.m.

DOCS_DE:186295.2 738641001 Date: -/J- /3

Docket #


JURISDICTION AND VENUE

1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § § 157

and 1334. This matter is a core proceeding under 28 U.S.C. § 157(b). Venue of the Debtor’s

bankruptcy case and this Motion is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory predicates for the relief sought herein are section 105 of title

11 of the United States Code (the "Bankruptcy Code"), Bankruptcy Rule 2004, and Rule 2004-1

of the Local Rules.

BACKGROUND

3. On December 3, 2012 (the "Spam Petition Date"), Debtors Revstone

Industries, LLC and Spar; LLC commenced their cases by filing voluntary petitions for relief

under chapter 11 of the Bankruptcy Code. On January 7, 2013, Debtors Greenwood Forgings,

LLC and US Tool and Engineering, LLC commenced their cases by filing voluntary petitions for

relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in the possession

of their property and have continued to operate and manage their business as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

4. On December 18, 2012 the United States Trustee appointed an Official

Committee of Unsecured Creditors (the "Committee") in the cases of Revstone Industries, LLC.

No committee has been appointed in the cases of Spara, LLC, Greenwood Forgings, LLC and

US Tool and Engineering, LLC. No trustee or examiner has been appointed in any of the

Debtors’ chapter 11 cases.

DOCS_DE:136295.2 73864/001 2


5. The Debtors and their affiliates (collectively referred to herein as the

"Company") are premier designers and manufacturers of highly engineered components for

automotive and other industrial sectors focusing on case and formed metals, tooling, and high-

performance products and processes. The Company is also a premier designer, manufacturer and

supplier of components for the global aerospace, energy, military, defense and transportation

industries. Certain affiliates specialize in thermoform plastics, forging, casting, fabricating and

molding of various types of ferrous and non-ferrous metals, as well as the performance of

precision machining and fabrication.

BACKGROUND RELATED TO LEXINGTON

6. On June 21, 2011, the Debtor entered into a loan agreement for financing

from BFG in the principal amount of $6,000,000 (the "Spara Loan") under the terms of a

Promissory Note (the "Spara Promissory Note"). In connection with and to secure the

obligations owing under the Spara Loan, the Debtor executed in favor of, and delivered to, BFG

a Pledge Agreement (the "Spara Pledge Agreement"), in which the Debtor pledged 100% of the

membership interests (the "Lexington Membership Interest Collateral") in Lexington. 3

7. On January 10, 2012, BFG filed a Complaint against certain of the

Debtors in these cases and certain non-Debtor affiliates as a result of numerous defaults under

various loan documents, including the Spara Loan. On April 9, 2012, the Circuit Court for the

The Debtor reserves all rights to contest any liens asserted by BFG, as well as all rights to oppose any exercise of any alleged rights related to such liens.

DOCS_DE:186295.2 738641001 3


County of Grand Traverse, Michigan, entered a final judgment, among other things, declaring

certain of the Debtors jointly and severally liable to BFG in the liquidated amount of

$6,708,500.00 plus costs on account of the Spara Loan and related loan documents.

8. The Spara Pledge Agreement also afforded BFG remedies upon a default

with respect to the Lexington Membership Interest Collateral. Due to the defaults prior to the

Spam Petition Date, BFG exercised certain of its rights and remedies, including without

limitation exercising voting rights, installing itself as manager of Lexington and appointing

certain new officers of Lexington by unanimous written consent of sole member BFG dated

November 6, 2012. The officers appointed included John Fernando as President and Chief

Operating Officer. Upon information and belief, at present BFG is purportedly exercising all

voting rights for Lexington, Sandeep Gupta has been purportedly installed by BFG as Chief

Restructuring Officer of Lexington, and John Fernando previously held the positions of President

and Chief Operating Officer of Lexington.

9. Lexington itself is party to a certain Loan and Security Agreement with

Fifth Third Bank, as Agent ("Fifth Third"), dated June 24, 2011 (as amended, the "Lexington

Fifth Third Loan Agreement"). Lexington is purportedly obligated to Fifth Third in the

maximum principal amount of $22,112,208.35 with respect to a term loan, $8,000,000.00 with

respect to revolving commitments of Fifth Third and $1,000,000 with respect to outstanding

letters of credit. The obligations of Lexington to Fifth Third are purportedly secured by an all

DOCS_DE: 186295.2 73864/001 4


asset lien encumbering all of Lexington’s then owned and after acquired real and personal

property and the proceeds thereof.

10. After the Spara Petition Date on January 10, 2013, BFO filed the Boston

Finance Group, LLC’s Motion for Modification of the Automatic Stay andfor Adequate

Protection [Case No. 12-23623, Docket No. 33] (the "Stay Relief Motion") to foreclose on its

asserted lien in the membership interests of Lexington. In their Stay Relief Motion, BFG

asserted that Lexington was indebted to Fifth Third in an amount in excess of $24 million.

Furthermore, BFG asserted that Lexington is in default under its obligations to Fifth Third but,

nevertheless, Fifth Third has made certain protective advances to Lexington following

Lexington’s default in order to provide Lexington with minimal liquidity.

11. On January 31, 2013, the Debtor filed a preliminary objection to BFG’s

request to modify the automatic stay [Case No. 12-23623, Docket No. 60] (the "Objection"). In

the Objection, the Debtor . disputes BFG’s assertion that the Debtor’s estate does not have any

equity in Lexington because (a) BFG bases its estimate of Debtor’s equity interest in Lexington

on a single paragraph in the self-serving declaration of Lexington’s general counsel in support of

the Stay Relief Motion and (b) the Debtor has no information with which to test BFG’s valuation

because BFG and its employees, now exercising control of Lexington, have refused the Debtor’s

requests for a review of Lexington’s books and records.

DOCS_DE:186295.2 73864/001 5


12. The Debtor and I3FG exchanged discovery requests related to the

assertions made in the Stay Relief Motion. On February 6, 2013, the Court held a hearing on the

Stay Relief Motion and refused to order BFG’s proposed immediate foreclosure sale of the

Debtor’s interests in Lexington or to issue a declaratory judgment that BFG acted in a

commercially reasonable manner in connection with such foreclosure. Instead, the Court

directed BFG and the Debtor to engage in discovery regarding the valuation of the Debtor’s

membership interest. The Court also scheduled a date for a trial on the Stay Relief Motion.

13. The Debtor and BFG have conferred several times after the February 6

hearing to seek a resolution of the issues raised- in the Stay Relief Motion. As Of the date hereof,

BFG remains in effective operational control of Lexington and continues to refuse to provide the

Debtor with the current books and records of Lexington for review. BFG has not provided

documents responsive to the Debtor’s discovery. Further, BFG has recently informed the Debtor

that BFG has suspended negotiations with Fifth Third, purportedly will not contest Fifth Third’s

foreclosure of the Lexington collateral and intends to withdraw the Stay Relief Motion. 4

14. Despite BFG’s control, Lexington remain a wholly-owned operating

subsidiary of the Debtor with potential value to the Debtor’s bankruptcy estate. Without a

review of Lexington’s books and records and current operational status, the Debtor has no ability

to determine, among other things, whether it should attempt to reclaim control over Lexington.

The purpose of this Motion is to obtain information about Lexington, its assets and operations,

"The Debtor reserves all rights against BFG related to the potential foreclosure by Fifth Third.

D005_DE:186295.2 73864/001 6


information the Debtors need in order to determine, among other things, whether the Debtor

should take additional steps to maximize the value of the Lexington membership interests for the

benefit of its estate.

RELIEF REQUESTED

15. By this Motion, the Debtor seeks entry of an order directing Mr. Gupta,

Mr. Fernando, and BFG to produce certain documents to the Debtor relating to the topics set

forth on Exhibit A (the "Document Requests") attached to this Motion. The Debtor further

requests that responses to the Document Requests be delivered to the attention of Laura Davis

Jones, at Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17 th Floor, P.O. Box

8705, Wilmington, DE 19899-9705 (Courier 1980 1) within 10 days after entry of an order

granting this Motion or at such other place and time as may be agreed upon by the parties.

16. The Debtor further seeks entry of an order directing Mr. Gupta and Mr.

Fernando to appear for oral examination regarding the Document Requests, and further directing

BFG to designate a person to appear for oral examination regarding the Document Requests.

The oral examinations will occur at the offices of Pachulski Stang Ziehi & Jones LLP, 919 North

Market Street, 17th Floor, Wilmington, Delaware 19801, or other mutually agreeable location, on

a date or dates to be set by Debtor’s counsel.

BASIS FOR RELIEF

17. Bankruptcy Rule 2004 provides that the Court may order the examination

and the production of documentary evidence of "any entity" concerning any matter that relates

"to the liabilities and financial condition of the debtor, or to any matter which may affect the

DOCS_DE:186295.2 73864/001 7


administration of the debtor’s estate, or. . . any matter relevant to the case or the formulation of a

plan." Fed. R. Bankr. P. 2004(b); see also Harrow v. Street (In re Fruehauf Trailer Corp.), 369

B.R. 817, 827-28 (Bankr. D. Del. 2007) (noting the "extensive document discovery" that

occurred pursuant to a subpoena issued under Fed. R. Bankr. P. 2004). The term "entity"

includes individuals, partnerships and corporations. See 11 U.S.C. §§ 101(15) and (41).

18. The scope of a Rule 2004 examination is "unfettered and broad," as the

plain language of the rule indicates. See In re Countrywide Home Loans, Inc., 384 B.R. 373, 400

(Bankr. W.D. Pa. 2008). Indeed, Bankruptcy Rule 2004 affords parties-in-interest an extremely

broad right of discovery and "is even broader than that of discovery permitted under [the Federal

Rules of Civil Procedure], which themselves contemplate broad, easy access to discovery." In re

Valley Forge Plaza Assocs., 109 B.R. 669,674 (Bankr. E.D. Pa. 1990) (citations omitted). See

also In re Teleglobe Communications Corp., 493 F.3d 345, 354 n. 6 (3rc Cir. 2007) (Rule 2004

allows parties with an interest in the bankruptcy estate to conduct discovery into matters

affecting the estate); In re Washington Mutual, 408 B.R. 45, 50 (Bankr. D. Del. 2009) (a "Rule

2004 [examination] is commonly recognized as more in the nature of a ’fishing expedition")

(citations omitted).

19. In addition, the Court may Order BFG to designate informed persons to

testify on its behalf regarding the whereabouts of the Server. See e.g., In re Analytical Sys., Inc.,

71 B.R. 408,412 (Bankr. N.D. Ga. 1987) ("The application of the discovery device of

Bankruptcy Rule 7030 (Fed.R.Civ.P. 30), for a corporation to designate and inform persons to

DOCSDE:186295.2 738641001 8


testify on its behalf to Bankruptcy Rule 2004 examinations is both consistent with and assists in

the accomplishment of expeditious administration.").

20. Finally, the broad access afforded by Rule 2004 extends to third parties,

such as Mr. Gupta, Mr. Fernando and BFG. See e.g., In re Wilcher, 56 B.R. 428,433 (Bankr.

N.D. Iii. 1985) (Bankruptcy Rule 2004 examination "may extend to creditors and third parties

who have had dealings with the debtor’). This is because "[t]h clear intent of Rule 2004 . . . is to

give parties in interest an opportunity to examine individuals having knowledge of the financial

affairs of the debtor in order to preserve the rights of creditors." In re (3HR Cos., Inc., 41 B.R.

655, 660 (Bankr. D. Mass. 1984).

21. In this case, an Order pursuant to Rule 2004 is both appropriate and

necessary. The Debtor has no ability to assess the value of the estate’s interest in the Lexington

membership interest without information on Lexington’s ongoing operations, assets and

liabilities. Moreover, because the Debtor is required to routinely report its interest in entities in

which the Debtor holds a. substantial or controlling interest pursuant to Rule 2015.3, the Debtor

must have information regarding Lexington’s value, operations and profitably to meet its

ongoing statutory reporting requirements.

22. The Debtor seeks to examine the parties who most likely have knowledge

regarding Lexington’s assets and operations - specifically, (a) Mr. Sandeep Gupta, the current

purported Chief Restructuring Officer of Lexington, (b) Mr. John Fernando, a former officer of

Lexington and current senior officer of BFG, and (c) BFG and its designated representative.

DOCS_DB:186295.2 73864/001 9


This inquiry falls squarely within the permissible scope of discovery under Bankruptcy Rule

2004.

CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1

23. Attached hereto as Exhibit B is a certification of Timothy P. Cairns, counsel

to the Debtor, demonstrating compliance with Local Rule 2004-1, and stating that prior to the

filing of this Motion, he conferred with counsel with respect to the subject matter of this Motion

and no agreement was reached.

NOTICE

24. Notice of this Motion has been given to the following parties or, in lieu

thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of

Delaware; (b) counsel to the Debtors’ prepetition secured lenders; (c) Mr. Gupta; (d) Mr.

Fernando; (e) BFG; (f) counsel to the Official Committee of Unsecured Creditors; and (g) those

persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy

Procedure. The Debtor submits that, in light of the nature of the relief requested, no other or

further notice need be given.

NO PRIOR REQUEST

25. No prior request for the relief requested herein has been presented to this

or any other court.

DOCS_DE:186295.2 73864/001 10


WHEREFORE, for the reasons discussed herein, the Debtor respectfully

requests entry of an Order substantially in the form submitted herewith: (i) granting the Motion

in its entirety; (ii) directing Mr. Gupta, Mr. Fernando, and BFG to produce certain documents to

the Debtor relating to the topics set forth on the Document Requests; (iii) directing Mr. Gupta

and Mr. Fernando to appear for oral examination regarding the Document Requests; (iv)

directing BFG to designate a person to appear for oral examination regarding the Document

Requests; and (v) granting such other and further relief as this Court deems just and proper under

the circumstances.

Dated: March , 2013 PACHUL STANG ZIEHL & JONES LLP

I’

Laura Davis Jo’nHiNo. 2436) Alan J. Komfeld(CA Bar No. 130063) Maxim LLitvak (CA Bar No. 215852) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilniingtön, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 6524400 Email: [email protected]

akornfeldfipszjlaw.com mliwakpszjlaw.com [email protected]


D005_DE:186295.2 73864/001 11


EXHIBIT A

Document Requests

DOCS_DE:186295.2 73864/001


DEFINITIONS

The definitions of terms provided by the Federal Rules of Bankruptcy Procedure

and the Federal Rules of Civil Procedure, where applicable, are incorporated herein by reference.

As used herein, the term "communication" means all inquiries, discussions,

conversations, negotiations, agreements, understandings, meetings, telephone conversations,

letters, notes, telegrams, correspondence, memoranda, emails, facsimile transmissions, or other

form of verbal, written, mechanical, or electronic disclosure, in the actual or constructive control

or custody of BFG and any of its current or former affiliates, representatives and advisors,

specifically including Lexington Logistics, LLC flkla Spara Logistics, LLC ("Lexington").

As used herein, the term "document" means any writings, recordings, electronic

files and mails, or photographs, whether original or duplicate, as defined in Federal Rule of

Evidence 1001, Bankruptcy Rule 7034 and Federal Rule of Civil Procedure 34(a), inclusively,

including (but not limited to) inter-office memoranda, notes to file, facsimile transmissions,

financial statements, bank statements, charts, appraisal reports, and other data compilations, in

the actual or constructive control or custody of BFG and any of its current or former affiliates,

representatives and advisors, specifically including Lexington.

As used herein, the term "Golden Declaration" means the Declaration of Jonathan

Golden in support of the Stay Relief Motion.

As used herein, the phrase "relating to" means consisting of, referring to,

reflecting or being legally, logically, or factually connected in any way with the subject matter.

As used herein, the term "Stay Relief Motion" refers to the Boston Finance

DOCS_DE:186295.2 73864/001


Group, LLC ’s Motion for Modification of the Automatic Stay andfor Adequate Protection

[Docket No. 33], filed on January 10, 2013 in this case.

The singular includes the plural and vice versa; the words "and" and "or" shall be

both conjunctive and disjunctive; the word "all" means "any and all"; and the word "any" means

"any and all"; the word "including" means "including without limitation." Instructions

If any portion of any document is responsive to any request, then the entire

document must be produced. Documents shall be produced in the order in which they are found

or kept in your files and shall not be shuffled or otherwise rearranged. Documents that are found

stapled, clipped, or otherwise fastened or filed together shall be produced in such form.

If information stored in, or accessible through, computer or other data retrieval

system is produced, it must be accomplished by instructions and all other materials necessary to

use or interpret such data.

If any document responsive to these requests is withheld by reason of a claim of

privilege, work product, or other ground of non-production, at the time that documents are

produced, identify the document, specify the nature and basis of claimed privilege or other

ground of non-production, indicate the paragraph(s) of this request to which such document

relates.

If any documents called for by any request herein has been destroyed, lost,

discarded, or otherwise not capable of being produced, at the time that documents are produced,

identify such document; identify any person who has possession, custody, or control of the

document; indicate the paragraph(s) of this request to which such document relates; and set forth

DOCS_DE:186295.2 73864/001 2


the circumstances under which the document was destroyed or discarded or as an explanation of

why the document is not capable of being produced.

This request shall be deemed continuing in character, so as to require further and

supplemental production if additional documents are obtained or become accessible after the

time of initial production.

Unless otherwise noted below, the time period covered by this request is !anuarv

1.2012 through the present.

1. The operating agreement and any other corporate governance documents

of Lexington, including minute books and board presentations.

2. The current organizational structure for Lexington.

3. All documents relating to the monthly, quarterly, and annual financial

performance of Lexington, including balance sheets, cash flow statements, income statements,

bank statements, audit reports of Lexington and cash flow statements for months December 2012

to February 2013 that compare actual cash flow to-projected cash flow (if available).

4. All documents relating to 2011 and 2012 actual sales by customer, product

or margin.

DOCS_DE:186295.2 738641001 3


5. All documents related to Lexington’s accounts payable at month end from

September 2012 to February 2013, including a list of vendors that are current cash on delivery or

cash in advance.

6. All documents related to Lexington’s accounts receivable at month end

from September 2012 to February 2013.

7. All documents relating to the business plans, financial projections, and

forward-looking materials for Lexington including the current 13-week cash flow report, the

complete 2013 business plan for Lexington (by month, if available), the 2013 sales forecast

(booked and potential) and the 2014-2015 business plan for Lexington.

8. All documents related to booked and potential business for years 2013

through 2015.

9. All documents related to the capital expenditure plan for years 2013

through 2015.

10. All documents relating to any litigation claims that Lexington may have

against third parties.

11. All documents relating to any valuation, appraisal, or analysis of

Lexington’s assets, including any litigation claims that Lexington may have against third parties.

12. All documents received or prepared by BFG relating to Lexington or the

Debtor.

DOCS_DE:186295.2 73364/001 4


13. All documents relating to the claims of Fifth Third Bank, as Agent ("Fifth

Third") against Lexington, including the Lexington Fifth Third Loan Agreement, as such term is

defined in paragraph 21 of the Stay Relief Motion, and the previous three borrowing base reports

with all attachments provided to Fifth Third by Lexington.

14. All documents relating to BFG’s claims against the Debtor, including the

Spara Loan, the Spara Promissory Note, the Revstone Guaranty, the Spara Pledge Agreement,

the Warrant, and the Master Agreement, as such terms are defined in paragraphs 10 through 15

of the Stay Relief Motion, and any forbearance agreements related to the documents.

15. All documents relating to the statement in paragraph 2 of the Golden

Declaration that "Lexington confronts significant liquidity issues almost daily that threaten its

ability to operate long-term."


Declaration that "Although BFG has been successful in obtaining over $1 million in funding for

Lexington from its own sources and from Fifth Third, it is clear that a significantly larger

infusion of cash is necessary to fund ongoing operations."


Declaration that "the amount due to BFG from Spara is approximately $7 million."


Declaration that "BFG’s good faith estimate of the fair market value of BFG’s collateral is less

DOCSDE:186295.2 73864/001 5


than $7 million. BFG bases its estimate on its perception of a market multiple of year to date

EBITDA reflected in the Spara Report."

19. All documents relating to BFG’s Complaint filed, and the Judgment

obtained, in the Circuit Court for the County of Grand Traverse, Michigan against the Debtor

and certain affiliates, as referenced in paragraph 16 of the Stay Relief Motion.

20. All documents relating to BFG’s exercise of its rights and remedies

against the Debtor or its affiliates, including exercising voting rights of the Debtor, installing

BFG as manager of Lexington, appointing certain new officers of Lexington, and exercising

BFG’s option to purchase a ten percent (10%) interest in Lexington, as referenced in paragraphs

17 and 18 of the Stay Relief Motion.

21. All documents relating to BFG’s belief stated in paragraph 23 of the Stay

Relief Motion and paragraph 4 of the Golden Declaration that "Fifth Third asserts that Lexington

is indebted to Fifth Third in an amount in excess of $24 million."

22. All documents relating to a potential bankruptcy proceeding, receivership,

or assignment for the benefit of creditors involving Lexington.

23. All documents relating to BFG’s assertion in paragraph 26 of the Stay

Relief Motion that "BFG believes that Fifth Third and BFG are willing to restructure

Lexington’s obligations and otherwise work with Lexington to enhance its liquidity and provide

DOCS_DE:186295.2 73864/001 6


access to capital, but both Fifth Third and BFG are unwilling to move forward at this time given

the uncertainty of the impact of the Spara Chapter 11 Case on Lexington."

24. All documents relating to a sale of the Debtor’s membership interest in

Lexington or the Procedures, as such term is defined in paragraph 27 of the Stay Relief Motion.

25. All documents relating to BEG’s belief stated at paragraph 41 of the Stay

Relief Motion that Lexington’s operating results and liquidity concerns "yields a value

substantially less than Lexington’s obligations to Fifth Third.. .

26. All documents relating to Lexington’s tax attributes, including but not

limited to net operating losses, tax credits, and built-in-losses, and their value.

27. All documents relating to the debt capacity of Lexington or the minimum

level of cash needed for the operations of Lexington.

28. All documents relating to the existence or potential existence of any pre-

or postpetition breaches under the Debtors’ or Lexington’s loan documents.

29. All documents relating to reinstatement, restructuring, or refinancing of

Lexington’s debt obligations.

30. All documents relating to any offer or expression of interest by any party

to acquire, merge, refinance or extend credit to Lexington or any other restructuring of

Lexington.

D005_DE:186295.2 73864/001 7


31. All documents relating to any efforts to market or sell Lexington or any of

its material assets, or to refinance the obligations of Lexington, or to extend credit to Lexington.

32. All documents prepared, relied upon or otherwise considered by BFGin

preparing or analyzing the value of the Debtor or Lexington or any of their respective assets,

including (i) the enterprise value of the Debtor or Lexington, (ii) any valuation analyses,

appraisals, conclusions or reports, (iii) the list of companies used in any comparable companies

analysis and the valuation multiples derived for each of the comparable companies; (iv) the list

of transactions used in any precedent transactions analysis and the valuation multiples derived

for each of the comparable transactions; (v) the range of terminal multiples used in any

discounted cash flow analysis and the basis for the selection of such multiples; (vi) the key steps

and assumptions in determining valuation, and (vii) the rationale for any valuation conclusion or

estimate.

33. All documents relating to comparisons of actual performance of Lexington

against budget for the previous two years and latest year-to-date period, including variances

related to (i) volume, (ii) pricing, (iii) gross margin, and (iv) fixed costs.

34. All documents relating to capital expenditures by Lexington, including a

breakdown of maintenance versus discretionary items.

DQC5_DE:1862952 73864/001 8


35. All minute books (directors’, members’, managers’ and shareholders’

meetings) of BFG relating to the Debtor or Lexington, together with the minutes of executive

and other committees and any board or committee presentations.

36. All monthly, quarterly, annual and interim reports to shareholders,

members or affiliates of BFG relating to the Debtor or Lexington.

37. All communications relating to the documents requested in Requests I

through 36 above.

38. All communications between BFG and Lexington.

39. All communications between BFG and the Debtor.

40. All communications between BFG and Fifth Third relating to the Debtor

or Lexington.

41. All communications between BFG and any other parties or

representatives, or internally within BFG, not otherwise addressed above relating to the Debtor

or Lexington.

DOCS..pE:186295.2 738641001 9


EXHiBiT B

Certification of Compliance with Local Rule 2004-1

DOCS_DE:1 86295.2 73864/001







CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1 IN CONNECTION WITH EXPEDITED MOTION OF

DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC

PURSUANT TO BANKRUPTCY RULE 2004

I, Timothy P. Cairns, hereby certify as follows:

1. I submit this certification as counsel to Spara, LLC (the "Debtor") in

accordance with Rule 2004-1 of the Local Rules of the United States Bankruptcy Court for the

District of Delaware (the "Local Rules") in connection with the above-captioned motion (the

"Motion") pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the

"Bankruptcy Rules").

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.

DOCS_DE:186295.2 73864/001


2. Prior to the filing of the Motion, I conferred with Stuart Brown, counsel

for BFG, as to whether BFG and/or the Lexington officers would agree to voluntarily produce

documents consistent with the Motion. Mr. Brown advised that BFG would not provide the

documents requested pursuant to an agreed order. Accordingly, the Debtor filed the Motion to

obtain the requested materials on an expedited basis.

Dated: March? 2013

By: Timothy P. aims

DOCS_DE:186295.2 73864/001 3







ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC


Upon consideration of the Expedited Motion of the Debtor Spara, LLCfor Entry

of Order Directing the Examination ofSandeep Gupta, John Fernando and Boston Finance

Group, LLC Pursuant to Rule 2004 of the Federal Rules ofBankruptcy Procedure (the

"Motion’ )2 and any responses thereto; and after a hearing on the Motion; and upon the record

thereof; and after due deliberation thereon; and good and sufficient cause existing therefor, it is

hereby

ORDERED that:

1. The Motion is granted.

2. Mr. Gupta, Mr. Fernando, and BFG are directed to produce certain

documents to the Debtor relating to the topics set forth on the Document Requests attached to

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. 2 Capitalized terms not defined herein shall have the meanings set forth in the Motion.

DOCS_DE:186295.2 73864/001


this Motion and shall deliver such documents or other responses to the attention of Laura Davis

Jones, at Pachuiski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box

8705, Wilmington, DE 19899-9705 (Courier 19801) within 10 days after entry of this order or at

such other place and time as may be agreed upon by the parties.

3. Mr. Gupta and Mr. Fernando shall appear for oral examination regarding

the Debtor, such examination to take place at the offices of Pachuiski Stang Ziehi & Jones LLP,

19 North Market si,, 17 Floor, Wilmington, Delaware 19801, or other location on a date set by

Debtor’s counsel.

4. BFG shall designate a person pursuant to Rule 30(b)(6) of the Federal

Rules of Civil Procedure to appear for oral examination regarding the Debtor, such examination

to take place at the offices of Pachulski Stang Ziehl & Jones LLP, 19 North Market St., 17th

Floor, Wilmington, Delaware 19801, or other location on a date set by Debtor’s counsel.

5. The Debtor’s rights are reserved to request additional discovery and/or

examination in connection with this matter, including, without limitation, requests based on any

information that may be revealed as a result of the examination authorized pursuant to this Order.

DOCS_DE:186295.2 73864/001 2


6. This Court retains jurisdiction to resolve any disputes arising under or

related to this Order, including any discovery disputes that may arise between or among the

parties, and to interpret, implement and enforce the provisions of this Order.

Dated: March , 2013

HONORABLE BRENDAN LINEHAN HANNON UNITED STATES BANKRUPTCY JUDGE

DOCS_D5:186295.2 73864/001





REVSTONE INDUSTRIES, LLC, ) Case No. 12-13262 (BLS) )


CERTIFICATE OF SERVICE

I, Timothy P. Cairns, hereby certify that on the 12th day of March, 2013,1 caused

a copy of the following document(s) to be served on the individuals on the attached service

list(s), in the manner indicated thereon:

Expedited Motion of Debtor Spara, LLCfor Entry of Order Directing the Examination ofSandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 [including Exhibits A and B thereto]; and

[Proposed] Order Directing the Examination ofSandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004

Timothy . Cafr (Bar No. 4228)

The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.

DOCS_DE:185381.10 73864/001


Revstone (Spara) 2004 Service List Case No. 12-13262 Document No.186326 02� Overnight Delivery

Overnight Delivery John Fernando President Boston Finance Group, LLC 4912 Creekside Drive Clearwater, FL 33760

Overnight Delivery Sandeep Gupta Chief Restructuring Officer Lexington Logistics, LLC N7660 Industrial Road Portage, WI 53901

DOCS_DE:186326.1 73864/001


Revstone Consolidated 2002 Overnight Service List Lead Case No. 12-13262 (BLS) Document No. 185825 1� INTEROFFICE MAIL 01 -EMAIL 09� HAND DELIVERY 2� EXPRESS MAIL 23� OVERNIGHT DELIVERY

Laura Davis Jones, Esquire David M. Bertenthal, Esquire Timothy P. Cairns, Esquire Pachuiski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

INTEROFFICE MAIL David M. Bertenthal, Esquire Pachuiski Stang Ziehi & Jones, LLP 150 California Street, 15th Floor San Francisco, CA 94111

E-MAIL (Counsel to George S. Hofineister) Sheldon S. Toll, Esquire Sheldon S. Toll PLLC 2000 Town Center, Suite 2100 Southfield, MI 48075 Email: [email protected]

HAND DELIVERY Jane Leamy, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801

HAND DELIVERY (Counsel to Ford Motor Company) Karen C. Bifferato, Esquire Connolly (Jailgaher LLP 1000 West Street, Suite 1400 Wilmington, DE 19801

RAND DELIVERY (Counsel to Airgas, Inc. and related Airgas entities) Kathleen M. Miller, Esquire Smith, Katzenstein & Jenkins LLP The Corporate Plaza 800 Delaware Avenue, Suite 1000 P. 0. Box 410 Wilmington, DE 19899

RAND DELIVERY (Counsel to Boston Financial Group) Stuart M. Brown, Esquire R. Craig Martin, Esquire Cynthia Moh, Esquire DLA Piper LLP (US) 919 N. Market Street, 15th Floor Wilmington, DE 19801

HAND DELIVERY (Counsel to Schoeller Area Systems, Inc.) Carl N. Kunz, III, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 P. 0. Box 2306 Wilmington, DE 19801

HAND DELIVERY (Counsel to United Steelworkers) Susan E. Kaufman, Esquire Cooch and Taylor, P.A. 1000 West Street, 10th Floor P. 0. Box 1680 Wilmington, D13 19801

HAND DELIVERY (Counsel to Official Committee of Unsecured Creditors) Matthew P. Ward, Esquire Steven K. Kortanek, Esquire Mark.L. Degrosseilliers, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801


HAND DELIVERY (Counsel to George S. Hofineister) Evan 0. Williford, Esquire The Williford Firm LLC 901 N. Market Street, Suite 800 Wilmington, DE 19801

HAND DELIVERY (Counsel to Bridgeport Capital Funding LLC) Patrick J. Reilley Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

EXPRESS MAIL Secretary of State Division of Corporations - Franchise Tax P.O. Box 898 Dover, DE 19903

EXPRESS MAIL Neil Herskowkitz Riverside Claims P0 Box 626 Planetarium Station New York, NY 10024

OVERNIGHT DELIVERY Securities & Exchange Commission Secretary of the Treasury 100 F. Street, NE Washington, DC 20549

OVERNIGHT DELIVERY George S. Canellos, Esquire Securities & Exchange Commission, New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281

OVERNIGHT DELIVERY Delaware State Treasury 820 Silver Lake Blvd., Suite 100 Dover, DE 19904

OVERNIGHT DELIVERY (Co-counsel to Debtor) Brian Trust, Esquire Howard S. Beltzer, Esquire Frederick D. Hyman, Esquire Mayer Brown LLP 1675 Broadway New York, NY 10019

OVERNIGHT DELIVERY (Counsel to General Motors LLC) Aaron M. Silver, Esquire Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue, Suite 2290 Detroit, MI 48226

OVERNIGHT DELIVERY (Counsel to Chrysler Group LLC) Sheryl L. Toby, Esquire Dykema Gossett PLLC 39577 Woodward Ave., Suite 300 Bloomfield Hills, MI 48304

OVERNIGHT DELIVERY (Counsel to JTEKT North America, Inc.) Michael E. Baum, Esquire Daniel J. Weiner, Esquire Jeffery J. Sattler, Esquire Schafer and Weiner, PLLC 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304

OVERNIGHT DELIVERY (Counsel to Ford Motor Company) Stephen S. LaPlante, Esquire Jonathan S. Green, Esquire Miller Canfield 150 West Jefferson, Suite 2500 Detroit, MI 48226


OVERNIGHT DELIVERY David Boyle Airgas, Inc. 259 Radnor-Chester Road, Suite 100 P. 0. Box 6675 Radnor, PA 01908

OVERNIGHT DELIVERY Cassandra B. Caverly, Esquire Pension Benefit Guaranty Corp. Office of the Chief Counsel 1200 K Street, N.W. Washington, DC 20005

OVERNIGHT DELIVERY (Secretary of Labor, U.S. Department of Labor) RubenR. Chapa, Esquire Senior Trial Attorney, Office of the Solicitor U.S. Department of Labor 230 South Dearborn, Room 844 Chicago, IL 60604

OVERNIGHT DELIVERY (Secretary of Labor, U.S. Department of Labor) Matthew M. Scheff, Esquire Trial Attorney - U.S. Department of Labor Office of the Solicitor 1240 E. 9th Street, Room 881 Cleveland, OH 44199

OVERNIGHT DELIVERY (Counsel to Boston Financial Group) Gregg M. Galardi, Esquire Gabriella Zborovsky, Esquire DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020

OVERNIGHT DELIVERY (Counsel to Nexteer Automotove Corporation) Thomas B. Radom, Esquire Butzel Long, a professional corporation Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304

OVERNIGHT DELIVERY (Counsel to Gary Walter, Vigin Hoey and David Bagby) Don Darnell, Esquire Darnell Law Offices 7926 Mn Arbor Street Dexter, MI 48130

OVERNIGHT DELIVERY (Counsel to Native American Logistics Worldwide, LLC) Kevin N. Summers, Esquire Dean & Fulkerson, P.C. 801 W. Big Beaver Road, Suite 500 Troy, MI 48084

OVERNIGHT DELIVERY (Counsel to Multi-Precision Detail, Inc.) Steven A. Siman, Esquire Steven A. Siman, P.C. 3250 W. Big Beaver, Suite 344 Troy, MI 48084

OVERNIGHT DELIVERY (Counsel to United Steelworkers) David R. Jury, Esquire Associate General Counsel United Steelworkers Five Gateway Center, Room 807 Pittsburgh, PA 15222

OVERNIGHT DELIVERY Donna Cutting GIL Inc. 419 E. 0 Street Royal Oak, MI 48067


OVERNIGHT DELIVERY (Counsel to Bridgeport Capital Funding LLC) Barry P. Gruher, Esquire Genovese Joblove & Battista P.A. 200 E. Broward Blvd., Suite 1110 Ft. Lauderdale, FL 33301

OVERNIGHT DELIVERY (Counsel to PCG Acquisition Corporation) Aaron L. Hammer, Esquire Christopher J. Horvay, Esquire Suger Felsenthal Orals & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL 60602

OVERNIGHT DELIVERY (Counsel to Bry-Mac, Inc. dib/a Dietech Tooling Solutions) Bradley J. Fisher Scholten Fant, P.C. 100 N. Third Street P0 Box 454 Grand Haven, Ml 49417

OVERNIGHT DELIVERY (Counsel to Oakland County Treasurer) Richardo I. Kilpatrick, Esquire Kilpatrick & Associates, P.C. 903 North Opdyke Road, Suite C Auburn Hills, MI 48326


EXHIBIT B

Consent Order

DOCS_DE: 186982.1 73864/001


Case 12-13262-BLS Doc 411 Filed 03/20/13 Page 1 of 4



In re: ) )

REVSTONE INDUSTRIES, LLC, j al.,’ ) )

Debtors. ) )

)

Chapter 11

Case No. 12-13262 (BLS)

(Jointly Administered)

Related Docket Nos. 356 and 399

CONSENT ORDER DIRECTING EXAMINATION OF SANDEEP GUPTA AND LEXINGTON LOGISTICS, LLC


Upon consideration of the Expedited Motion of the Debtor Spara, LLCfor En(y

of Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance

Group, LLC Pursuant to Rule 2004 of the Federal Rules ofBankruptcy Procedure (the

44Motion")2 and any responses thereto; the movant having reached agreement with Sandeep

Gupta and Lexington Logistics, LLC ("Lexington"); and after a hearing on the Motion; and upon

the record thereof; and after due deliberation thereon; and good and sufficient cause existing

therefor, it is hereby

ORDERED that:

1. The Motion is granted as to Mr. Gupta, as set forth herein. This Order

does not address the Motion as it relates to John Fernando or Boston Finance Group, LLC.

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Keystone Industries, LLC (7222); Spars, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. 2 Capitalized terms not defined herein shall have the meanings set forth in the Motion.

DOCS_DE:186530.4 73864/001 DATE �441DOCKETLII_



2. Mr. Gupta, in his capacity as Chief Restructuring Officer of Lexington and

on behalf of Lexington, is directed to produce documents to Debtor Spara, LLC ("Spara")

responsive to request numbers 3 (financial statements), 7 (business plans/projections) and 11

(litigation claims) set forth in the Document Requests attached to the Motion to the attention of

Laura Davis Jones, at Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor,

P.O. Box 8705, Wilmington, DE 19899-9705 (Courier 19801) within five (5) business days after

entry of this order or at such other place and time as may be agreed upon by the parties.


on behalf of Lexington, shall direct litigation counsel to Lexington to provide an update to, and

respond to questions from, counsel for Spara as to the status of any litigation claims that

Lexington may have against third parties within five (5) business days after entry of this order or

at such other time as may be agreed upon by the parties.


on behalf of Lexington, shall produce documents to Spara relating to the remaining topics set

forth on the Document Requests attached to the Motion and shall deliver such documents or

other responses to the attention of Laura Davis Jones, at Pachuiski Stang Ziehl & Jones LLP, 919

North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE 19899-9705 (Courier 19801)

within thirty (30) days after entry of this order or at such other place and time as may be agreed

upon by the parties.

DOCS_D5:186530.4 738641001 2



5. Following the production of documents referenced in paragraphs 2 and 4

above, Mr. Gupta shall appear for oral examination regarding Lexington, such examination to

take place on a date mutually acceptable to the parties at a location in Chicago, Illinois agreed by

the parties.



information that may be revealed as a result of the examination authorized pursuant to this Order.

7. Notwithstanding any other provisions of this Order, Mr. Gupta’s and

Lexington’s rights to assert any applicable claims of privilege, now or in future, and Spara’s

rights to contest any such claims are fully reserved.

8. The provisions of this Order as they apply to Lexington’s litigation claims

against third parties are subject to reaching a mutually acceptable agreement between Spara and

Lexington to the extent that any privilege is asserted by Lexington as to such issues. The

provisions of this Order as they apply to the provision of documents or information that are

asserted as confidential by Lexington are subject to reaching a mutually acceptable

confidentiality agreement between Spara and Lexington.



parties, and to interpret, implement and enforce the provisions of this Order. In the event of any

DOCSj5:186530.4 738641001 3



dispute, the parties agree that this Court shall adjudicate the issue and may do so on shortened

notice via a telephonic hearing.

Dated: March 7-0, 2013

DOCSDE;186530.4 738641001


EXHIBIT C

Letters to Counsel

DOCS_DE: 186982.173864/001


PACHULSKI

S TA NC

UZIEHL

JONES Maxim B. Litvak April 15, 2013 [email protected]

LAW OFFICES LIMITED LIABILITY PARTNERSHIP

SAN FRANCISCO, CA LOS ANGELES, CA Via E-mail Epalucey(imichae1best.com1 WILMINGTON, DE NEW YORK, NY and Overnight Delivery 150 CALIFORNIA STREET

15th FLOOR

SAN FRANCISCO

CALIFORNIA 94111-4500

TELEPHONE: 415/263 7000

FACSIMILE: 415/263 7010

Re: In re Revstone Industries, LLC, Debtors USBC District of Delaware, Case No 12-13262 Lexington Logistics, LLC ("Lexington")

Paul A. Lucey Michael Best & Friedrich LLP 100 East Wisconsin Avenue, Suite 3300 Milwaukee, WI 53202-4108 email: pa1uceymichae1best.com

Paul:

I am writing to you in my capacity as counsel for Spara, LLC, the sole holder of the membership interests in Lexington.

On Friday, April 12, you informed me that Sandeep Gupta has been removed as Chief Restructuring Officer of Lexington. Can you provide us with any documents evidencing this action? Also, we would request that Lexington provide the reasons for this change of management and an explanation of the plan going forward in terms of Lexington governance.

Given the urgent need for Lexington to have capable management in place to maintain its business, please provide a response by Tuesday, April 16.

ZSincero

cc: Laura Davis Jones, Esq.

LOS ANGELES

10100 SANTA MONICA BLVD.

13th FLOOR

LOS ANGELES


TELEPHONE: 310/277 6910

FACSIMILE: 310/201 0760

DELAWARE

919 NORTH MARKET STREET

17th FLOOR

P.O. BOX 8705

WILMINGTON

DELAWARE 19899-8705 (Courier Zip Code 19801)

TELEPHONE: 3021652 4100

FACSIMILE: 302/652 4400

NEW YORK

780 fl{IRD AVENUE

36th FLOOR

NEW YORK

NEW YORK 10017-2024

TELEPHONE: 2121561 7700

FACSIMILE: 212/561 7777

WEB: www.pszjlaw.com DOCS_SF:82956.1 73864/001


Maxim B. Litvak April 15, 2013 [email protected]

Via E-mail [gregg.galardi(dlapiper.com / stuart.brown(dlapiper.com ] and Overnhrht Delivery

Gregg M. Galardi, Esq. DLA Piper 1251 Avenue of the Americas New York, NY 10020-1104

Stuart Brown, Esq. DLA Piper 919 North Market Street, Suite 1500 Wilmington, DE 19801

PACHULSKI

S TA N G

a ZIEHL

JONES

LAW OFFICES LIMITED LIABILITY PARTNERSHIP

SAN FRANCISCO, CA LOS ANGELES, CA WILMINGTON, DE NEW YORK, NY

150 CALIFORNIA STREET

15th FLOOR

SAN FRANCISCO


TELEPHONE: 415/263 7000

FACSIMILE: 415/263 7010

Re: In re Revstone Industries, LLC, Debtors USBC District of Delaware, Case No 12-13262 Lexington Logistics LLC ("Lexington")

Dear Gregg and Stuart:

I am writing to you in my capacity as counsel for Spara, LLC, the sole holder of the membership interests in Lexington.

LOS ANGELES

10100 SANTA MONICA BLVD, We were informed by Lexington’s counsel on Friday, 13th FLOOR April 12, that Sandeep Gupta has been removed as Chief LOS ANGELES Restructuring Officer of Lexington. Can you confirm whether this CALIFORNIA 90067.4100

action was taken and, if so, the reasons for this change of TELEPHONE: 310/277 6910 management? Also, what is the plan going forward in terms of FACSIMILE: 310/203 0760

Lexington management? DELAWARE

919 NORTH MARKET STREET

17th FLOOR

P.O. BOX 8705

WILMINGTON

DELAWARE 19899-8705 (Courier Zip Code 19801)

TELEPHONE: 3021652 4100

FACSIMILE: 302/652 4400

NEW YORK

780 THIRD AVENUE

36th FLOOR

NEW YORK

NEW YORK 10017-2024

TELEPHONE: 2121561 7700

FACSIMILE: 212/561 7777

Given the urgent need for Lexington to have capable management in place to maintain its business, please provide a response by Tuesday, April 16.

MBL:avz cc: Laura Davis Jones, Esq.

WEB: www.pszjlaw.com DOCSSF:82949. I 73864/001


EXHIBIT D

Document Requests

DOCS_DE:186982.1 73864/001


DEFINITIONS

The definitions of terms provided by the Federal Rules of Bankruptcy Procedure

and the Federal Rules of Civil Procedure, where applicable, are incorporated herein by reference.

As used herein, the term "communication" means all inquiries, discussions,

conversations, negotiations, agreements, understandings, meetings, telephone conversations,

letters, notes, telegrams, correspondence, memoranda, emails, facsimile transmissions, or other

form of verbal, written, mechanical, or electronic disclosure, in the actual or constructive control

or custody of BFG and any of its current or former affiliates, representatives and advisors,

specifically including Lexington Logistics, LLC f/k/a Spara Logistics, LLC ("Lexington").

As used herein, the term "document" means any writings, recordings, electronic

files and mails, or photographs, whether original or duplicate, as defined in Federal Rule of

Evidence 1001, Bankruptcy Rule 7034 and Federal Rule of Civil Procedure 34(a), inclusively,

including (but not limited to) inter-office memoranda, notes to file, facsimile transmissions,

financial statements, bank statements, charts, appraisal reports, and other data compilations, in

the actual or constructive control or custody of BFG and any of its current or former affiliates,

representatives and advisors, specifically including Lexington.

As used herein, the phrase "relating to" means consisting of, referring to,

reflecting or being legally, logically, or factually connected in any way with the subject matter.

The singular includes the plural and vice versa; the words "and" and "or" shall be

both conjunctive and disjunctive; the word "all" means "any and all"; and the word "any" means

"any and all"; the word "including" means "including without limitation."

DOCSDE:186982.1 73864/001


INSTRUCTIONS

If any portion of any document is responsive to any request, then the entire

document must be produced. Documents shall be produced in the order in which they are found

or kept in your files and shall not be shuffled or otherwise rearranged. Documents that are found

stapled, clipped, or otherwise fastened or filed together shall be produced in such form.

If information stored in, or accessible through, computer or other data retrieval

system is produced, it must be accomplished by instructions and all other materials necessary to

use or interpret such data.

If any document responsive to these requests is withheld by reason of a claim of

privilege, work product, or other ground of non-production, at the time that documents are

produced, identify the document, specify the nature and basis of claimed privilege or other

ground of non-production, indicate the paragraph(s) of this request to which such document

relates.

If any documents called for by any request herein has been destroyed, lost,

discarded, or otherwise not capable of being produced, at the time that documents are produced,

identify such document; identify any person who has possession, custody, or control of the

document; indicate the paragraph(s) of this request to which such document relates; and set forth

the circumstances under which the document was destroyed or discarded or as an explanation of

why the document is not capable of being produced.

This request shall be deemed continuing in character, so as to require further and

supplemental production if additional documents are obtained or become accessible after the

time of initial production.

DQCS_DE:186982.1 73864/001 2


Unless otherwise noted below, the time period covered by this request is January

1, 2012 through the present.

DOCUMENT REQUESTS

All documents relating to the removal of Sandeep Gupta as Chief

Restructuring Officer of Lexington.

2. All communications relating to the removal of Sandeep Gupta as Chief

Restructuring Officer of Lexington.

3. All communications between BFG and Lexington relating to the removal

of Sandeep Gupta as Chief Restructuring Officer of Lexington.

4. All documents relating to the current organizational structure of Lexington

following the removal of Sandeep Gupta as Chief Restructuring Officer of Lexington.

DOCS_DE: 186982.173 864/001 3


EXHIBIT E

Transcript

DOCSDE:186982.1 73864/001


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

IN RE:

REVSTONE INDUSTRIES, LLC,

Debtors.

Case No. 12-13262 (BLS) Chapter 11

Courtroom No. 1 824 Market Street Wilmington, DE 19801

March 20, 2013 11:00 A.M.

TRANSCRIPT OF HEARING BEFORE HONORABLE BRENDAN L. SHANNON

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: Pachuiski Stang Ziehl & Jones By: LAURA DAVIS-JONES, ESQUIRE

MAXIM LITVAK, ESQUIRE 919 North Market Street, 17th Floor Wilmington, Delaware 19801

For the Committee: Womble Carlyle By: MARK DESGROSSEILLIERS, ESQUIRE

ERICKA JOHNSON, ESQUIRE 222 Delaware Avenue Wilmington, Delaware 19801

ECRO: DANA MOORE

Transcription Service: Reliable 1007 N. Orange Street Wilmington, Delaware 19801 Telephone: (302) 654-8080 E-Mail: [email protected]

Proceedings recorded by electronic sound recording: transcript produced by transcription service.


13

1

THE COURT: Okay, does anyone else wish to be heard

2 with respect to the Rust applications? Okay, well I’ve had

3 an opportunity to review both. I am prepared to approve

4 both. And I note at least with respect to item number 10,

5 that this is actually required under our local rules in cases

6 of any size. So I will approve and authorize that relief.

7 And we will have these orders on the docket today as well.

8

MS. DAVIS-JONES: Thank you, Your Honor. Your

9 Honor, I believe on matter 11, there was nothing further for

10 us to do on that. That was a seal motion. Matter 12, Your

11 Honor, was the Debtors motion with respect to seeking a 2004.

12 I am going to let Mr. Litvak speak to the details on this

13 one, but I will tell Your Honor we have resolved this as well

14 as part of the global settlement that the Debtor will be

15 given a deposition and documents from Lexington itself. With

16 respect to Boston Finance we’ll come back to Boston if we

17 don’t receive what we need from Lexington, but I think Mr.

18 Litvak may have a little more detail on that.

19

THE COURT: Okay, Mr. Litvak.

20

MR. LITVAK: Good afternoon, Your Honor. I do have

21 a form of consent order that is consensual as between the

22 Debtor Spara as well as Lexington Logistics and its chief

23 restructuring officer Sandeep Gupta. And if I may approach

24 and present that order to you.

25

THE COURT: Sure. Thank you.


14

1

MR. LITVAK: Your Honor, what that order is designed

2 to do is basically provide the Debtors with access to

3 information, documents, as well as a potential deposition of

4 the representative of Lexington. And Lexington you may

5 recall is a wholly owned subsidiary of Spara.

6

THE COURT: Okay.

7

MR. LITVAK: And the order, Your Honor, in paragraph

8 1, expressly states that it does not address John Fernando

9 who is a representative of Boston Finance or of Boston

10 Finance Group.

11

THE COURT: Okay and I assume that this order

12 reflects consensus among the affected parties. Mr. Brown.

13

MR. BROWN: Your Honor, for Boston Finance Group and

14 Mr. Fernando who are two of the subjects of the motion, we

15 understand that essentially the motion will be carried and if

16 there is a problem with the Debtor Spara getting information

17 from Lexington that will be back before Your Honor or they’ll

18 be back before Your Honor seeking a further order. Thank

19 you, Your Honor.

20

THE COURT: Okay, that sounds fine. Based upon the

21 record before me and with the consensus of the parties I have

22 signed the order. We will have that on the docket.

MA

MR. LITVAK: Your Honor, if I may also take up one

24 other housekeeping matter and that is yesterday I described

25 for you a resolution with Boston Finance Group as to US Tool.


1

MS. DAVIS-JONES: Your Honor, I think that is

2 everything on the agenda.

3

THE COURT: All right, well obviously it’s not lost

4 upon me the amount of time and negotiation that goes into

5 this as well as the effort that goes into teeing up a matter

6 for a contested hearing which was an interesting exercise.

7 So I appreciate again the effort that’s gone into setting

8 this matter up and then also to resolve some of those issues

9 and hopefully get the case on a footing where it can move

10 forward. All right, if there is nothing further we will

11 stand in recess. Thank you.

12

(Court Adjourned)

13

14

CERTIFICATE

15

16 I certify that the foregoing is a correct transcript from the

17 electronic sound recording of the proceedings in the above-

18 entitled matter.

19

Is/Mary Zajaczkowski

March 21, 2013 20 Mary Zajaczkowski, CET**D_531

Date

21

22

23

24

25


EXHIBIT F

Certification of Compliance with Local Rule 2004-1

DOCS_DE: 186982.173864/001




In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et aL,’ ) Case No. 12-13262 (BLS) )


CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1 IN CONNECTION WITH EMERGENCY MOTION OF DEBTOR SPARA, LLC FOR FURTHER HEARING ON DEBTOR SPARA, LLC’S EXPEDITED MOTION FOR

ENTRY OF ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004 AND THE EXAMINATION OF A REPRESENTATIVE OF LEXINGTON

LOGISTICS, LLC AND BOSTON FINANCE GROUP, LLC PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 30(B)(6)

I, Timothy P. Cairns, hereby certify as follows:

1. I submit this certification as counsel to Spara, LLC (the "Debtor") in

accordance with Rule 2004-1 of the Local Rules of the United States Bankruptcy Court for the

District of Delaware (the "Local Rules") in connection with the above-captioned motion (the

"Motion") pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the

"Bankruptcy Rules").

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.

DOCS_DE:186982. 1 73864/001


2. Prior to the filing of the Motion, counsel for the Debtor conferred with

Gregg M. Galardi, counsel for BFG, as to whether BFG officers would agree to voluntarily

produce documents consistent with the Motion and designate a representative of BFG to appear

for oral examination pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure. Mr.

Galardi advised that BFG officers would not provide the documents requested pursuant to an

agreed order nor designate representatives pursuant to Rule 30(b)(6) of the Federal Rules of Civil

Procedure to appear for oral examination.

3. Prior to the filing of the Motion, counsel for the Debtor attempted to

confer with Paul A. Lucey, counsel for Lexington, as to whether Lexington officers would agree

to voluntarily produce documents consistent with the Motion and designate a representative of

Lexington to appear for oral examination pursuant to Rule 30(b)(6) of the Federal Rules of Civil

Procedure. Mr. Lucey did not respond to the Debtor’s request.

4. Accordingly, the Debtor filed the Motion to obtain the requested materials

and schedule oral examination of the designated representatives of BFG and Lexington on an

expedited basis.

Dated: April 17, 2013

By: /5/ Timothy P. Cairns Timothy P. Cairns

DOCS_DE:186982.1 73864/001 4





REVSTONE INDUSTRIES, LLC, et al.,5 ) Case No. 12-13262 (BLS) )


Related to Docket No. -

ORDER DIRECTING THE EXAMINATION OF LEXINGTON LOGISTICS, LLC AND BOSTON FINANCE GROUP, LLC PURSUANT

TO FEDERAL RULE OF CIVIL PROCEDURE 30(B)(6)

Upon consideration of the Emergency Motion of the Debtor Spara, LLCfor

Further Hearing on Debtor Spara, LLC ’s Expedited Motion for Entry of Order Directing the

Examination of Sandeep Gupta, John Fernando and Boston Finance Grup, LLC Pursuant to

Rule 2004 and the Entry of Order Directing the Examination of Lexington Logistics, LLC and

Boston Finance Group, LLC Pursuant to Federal Rule of Civil Procedure 30(B)(6) (the

"Motion") 6 and any responses thereto; and after a hearing on the Motion; and upon the record

thereof; and after due deliberation thereon; and good and sufficient cause existing therefor, it is

hereby

ORDERED that:

1. The Motion is granted.

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. 6 Capitalized terms not defined herein shall have the meanings set forth in the Motion.

DOCS_DE: 186993.173864/001


2. Lexington shall designate a person pursuant to Rule 30(b)(6) of the

Federal Rules of Civil Procedure to appear for oral examination regarding Lexington, such

examination to take place at the offices of Pachulski Stang Ziehl & Jones LLP, 919 North

Market St., 17th Floor, Wilmington, Delaware 19801, or other location on a date set by Debtor’s

counsel.

3. ]3FG shall designate a person pursuant to Rule 30(b)(6) of the Federal

Rules of Civil Procedure to appear for oral examination regarding Lexington, such examination

to take place at the offices of Pachuiski Stang Ziehi & Jones LLP, 919 North Market St., 17th

Floor, Wilmington, Delaware 19801, or other location on a date set by Debtor’s counsel.

4. Lexington and BFG are directed to produce documents to the Debtor

responsive to the Additional Document Requests attached to the Motion and complete any

document production required under the Consent Order and shall deliver such documents or

other responses to the attention of Laura Davis Jones, at Pachulski Stang Ziehi & Jones LLP, 919

North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE 19899-9705 (Courier 19801)

within 5 days after entry of this order or at such other place and time as may be agreed upon by

the parties.



information that may be revealed as a result of the examinations authorized pursuant to this

Order.

DOCSDE:186993.1 73864/001 6




parties, and to interpret, implement and enforce the provisions of this Order.

Dated: April ___,2013

HONORABLE BRENDAN LINEHAN SHANNON UNITED STATES BANKRUPTCY JUDGE

DOCS_DE: 186993.173 864/001 7




In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et aL, 1 Case No. 12-13262 (BLS) )


CERTIFICATE OF SERVICE

I, Timothy P. Cairns, hereby certify that on the 17th day of April, 2013, I caused a

copy of the following document(s) to be served on the individual(s) on the attached service list(s),

in the manner indicated thereon:

Notice of Hearing On: Emergency Motion of Debtor Spara, LLCfor Further Hearing on Debtor Spara, LLC ’s Expedited Motion for Entry of Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 and the Entry of an Order Directing the Examination of a Representative of Lexington Logistics, LLC and Boston Finance Group, LLC Pursuant to Federal Rule of Civil Procedure 30(b)(6); and

Emergency Motion of Debtor Spara, LLCfor Further Hearing on Debtor Spara, LLC ’S

Expedited Motion for Entry of Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 and the Entry of an Order Directing the Examination of a Representative of Lexington Logistics, LLC and Boston Finance Group, LLC Pursuant to Federal Rule of Civil Procedure 30(b)(6) [including Exhibits A through F attached thereto]; and

[Proposed] Order Directing the Examination of Lexington Logistics, LLC and Boston Finance Group, LLC Pursuant to Federal Rule of Civil Procedure 30(b)(6)

Is! Timothy P. Cairns Timothy P. Cairns (Bar No. 4228)

The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.

DOCS_DE: 186997.1 73864/001


Revstone (Spara) 2004 Service List Case No. 12-13262 Document No. 187003 01 - Overnight Delivery 01�Email

Overnight Delivery John Fernando President Boston Finance Group, LLC 4912 Creekside Drive Clearwater, FL 33760

Email (Counsel for Lexington Logisitics) Paul A. Lucey Michael Best & Friedrich LLP 100 East Wisconsin Avenue, Suite 3300 Milwaukee, WI 53202-4108 Email: paluceymichae1best.com

DOCS_DE: 187003.173864/001


Revstone Consolidated 2002 Service List (Electronic Mail) Lead Case No. 12-13262 Document No. 185917 1� HAND DELIVERY 01 - EXPRESS MAIL 2� OVERNIGHT MAIL 34� VIA EMAIL

HAND DELIVERY Zillah A. Frampton Delaware Division of Revenue Bankruptcy Administrator CSOB 8th Floor 820 N. French Street Wilmington, De 19801

EXPRESS MAIL Neil Herskowkitz Riverside Claims P0 Box 626 Planetarium Station New York, NY 10024

OVERNIGHT MAIL (Counsel to Multi-Precision Detail, Inc.) Steven A. Siman, Esquire Steven A. Siman, P.C. 3250 W. Big Beaver, Suite 344 Troy, MI 48084

OVERNIGHT DELIVERY Internal Revenue Service 2970 Market Street Mail Stop 5-030.133 Philadelphia, PA 19104-5016

VIA EMAIL Securities & Exchange Commission Secretary of the Treasury 100 F. Street, NE Washington, DC 20549 EMAIL: [email protected]

George S. Canellos Securities & Exchange Commission, New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281 EMAIL: secbankruptcysec.gov

12r, 90JE"A Delaware State Treasury 820 Silver Lake Blvd., Suite 100 Dover, DE 19904 EMAIL: [email protected]

VIA EMAIL Secretary of State Division of Corporations - Franchise Tax P.O. Box 898 Dover, DE 19903 EMAIL: [email protected]

VIA EMAIL Jane Leamy, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 EMAIL: Jane.M.Leamyusdoj.gov

VIA EMAIL (Co-counsel to Debtor) Brian Trust, Esquirem Howard S. Beltzer, Esquire, Frederick D. Hyman, Esquire Mayer Brown LLP 1675 Broadway New York, NY 10019 EMAIL: [email protected], [email protected] , [email protected]

DOCS_DE:185917.1 73864/001


VIA EMAIL (Counsel to General Motors LLC) Aaron M. Silver, Esquire Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Suite 2290 Detroit, MI 48226 EMAIL: [email protected]

VIA EMAIL (Counsel to Chrysler Group LLC) Sheryl L. Toby, Esquire Dykema Gossett PLLC 39577 Woodward Ave., Suite 300 Bloomfield Hills, MI 48304 EMAIL: [email protected]

VL4 EMAIL (Counsel to JTEKT North America, Inc.) Michael E. Baum, Esquire, Daniel J. Weiner, Esquire, Jeffery J. Sattler, Esquire Schafer and Weiner, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 EMAIL: [email protected], [email protected] , [email protected]

VIA EMAIL (Counsel to Ford Motor Company) Karen C. Bifferato, Esquire Connolly Gailgaher LLP 1000 West Street, Suite 1400 Wilmington, DE 19801 EMAIL: [email protected]

VL4 EMAIL (Counsel to Ford Motor Company) Stephen S. LaPlante, Esquire Jonathan S. Green, Esquire Miller Canfield 150 West Jefferson, Suite 2500 Detroit, MI 48226 EMAIL: [email protected]

VIA EMAIL (Counsel to Airgas, Inc. and related Airgas Entities) Kathleen M. Miller, Esquire Smith, Katzenstein & Jenkins LLP The Corporate Plaza 800 Delaware Avenue, Suite 1000 P. O. Box 4lO Wilmington, DE 19899 EMAIL: [email protected]

VIA EMAIL David Boyle Airgas, Inc. 259 Radnor-Chester Road, Suite 100 P. 0. Box 6675 Radnor, PA 01908 EMAIL: [email protected]

VIA EMAIL Cassandra B. Caverly, Esquire Pension Benefit Guaranty Corp. Office of the Chief Counsel 1200 K Street, N.W. Washington, DC 20005 EMAIL: [email protected], and [email protected]

VIA EMAIL Ruben R. Chapa, Esquire Senior Trial Attorney, Office of the Solicitor U.S. Department of Labor 230 South Dearborn, Room 844 Chicago, IL 60604 EMAIL: chapa.rubendoI.gov

VIA EMAIL Matthew M. Scheff, Esquire Trial Attorney - U.S. Department of Labor Office of the Solicitor 1240 E. 9th Street Room 881 Cleveland, OH 44199 EMAIL: [email protected]

DOCS_DE:185917.1 73864/001 2


VIA EMAIL (Counsel to Boston Financial Group) Stuart M. Brown, Esquire, R. Craig Martin, Esquire, Cynthia Moh, Esquire DLA Piper LLP (US) 919 N. Market Street, 15th Floor Wilmington, DE 19801 EMAIL: [email protected], craig.martind1apiper.com , [email protected]

VIA EMAIL (Counsel to Boston Financial Group) Gregg M. Galardi, Esquire, Gabriella Zborovsky, Esquire DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020 EMAIL: [email protected], [email protected]

VIA EMAIL (Counsel to Nexteer Automotove Corporation) Thomas B. Radom, Esquire Butzel Long, PC Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304 EMAIL: [email protected]

VIA EMAIL (Counsel to Gary Walter, Vigin Hoey and David Bagby) Don Darnell, Esquire Darnell Law Offices 7926 Ann Arbor Street Dexter, MI 48130 EMAIL: [email protected]

VIA EMAIL (Counsel to Schoeller Area Systems, Inc.) Carl N. Kunz, III, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 P. 0. Box 2306 Wilmington, DE 19801 EMAIL: [email protected]

VIA EMAIL (Counsel to Native American Logistics Worldwide, LLC) Kevin N. Summers, Esquire Dean & Fulkerson, P.C. 801 W. Big Beaver Road, Suite 500 Troy, MI 48084 EMAIL: [email protected]

VIA EMAIL David R. Jury, Esquire Associate General Counsel United Steelworkers Five Gateway Center Room 807 Pittsburgh, PA 15222 EMAIL: [email protected]

VIA EMAIL (Counsel to United Steelworkers) Susan E. Kaufman, Esquire Cooch and Taylor, P.A. 1000 West Street, 10th Floor P. 0. Box 1680 Wilmington, DE 19801 EMAIL: [email protected]

VIA EMAIL (Counsel to Official Committee of Unsecured Creditors) Matthew P. Ward, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 EMAIL: [email protected]

DOCSDE:185917.1 73864/001 3


VIA EMAIL (Counsel to Official Committee of Unsecured Creditors) Steven K. Kortanek, Esquire, Mark L. Desgrosseilliers, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue Wilmington, DE 19801 EMAIL: [email protected], mdesgrossei11ierswcsr.com

VIA EMAIL (Counsel to George S. Hoflneister) Sheldon S. Toll, Esquire Sheldon S. Toll PLLC 2000 Town Center, Suite 2100 Southfield, MI 48075 EMAIL: [email protected]

VIA EMAIL (Counsel to George S. Hofmeister) Evan 0. Williford, Esquire The Williford Firm LLC 901 N. Market Street, Suite 800 Wilmington, DE 19801 EMAIL: [email protected]

VIA EMAIL Donna Cutting GIL Inc. 419 E. 4th Street Royal Oak, MI 48067 EMAIL: [email protected]

VIA EMAIL (Counsel to Bridgeport Capital Funding LLC) Patrick J. Reilley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1400 Wilmington, DE 19801 EMAIL: [email protected]

I!IPL7EW (Counsel to Bridgeport Capital Funding LLC) Barry P. Gruher, Esquire Genovese Joblove & Battista P.A. 200 E. Broward Blvd, Suite 1110 Ft. Lauderdale, FL 33301 EMAIL: [email protected]

VIA EMAIL (Counsel to PCG Acquisition Corporation) Aaron L. Hammer, Esquire, and Christopher J. Horvay, Esquire Suger Felsenthal Grais & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL 60602 EMAIL: [email protected], [email protected]

(Counsel to Bry-Mac, Inc. dlb a Dietech Tooling Solutions) Bradley J. Fisher, Esquire Scholten Fant, P.C. 100 N. Third Street P0 Box 454 Grand Haven, MI 49417 EMAIL: [email protected]

VIA E-MAIL (Counsel to Oakland County Treasurer) Richardo I. Kilpatrick, Esquire Kilpatrick & Associates, P.C. 903 North Opdyke Road, Suite C Auburn Hills, MI 48326 Email: [email protected]

DOCSDE:185917.1 73864/001 4
