motion for asset sale in claim jumper bankruptcy case

8/8/2019 Motion for Asset Sale in Claim Jumper Bankruptcy Case

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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAW ARE

In re:hapter 11CLAIM JUMPER RESTAURANTS, LLC )ase No. 10-128 19 (KG)et al.,Debtors. 1Jointly Administered))DEBTORS MOTION FOR ENTRY OF AN ORDER (A) APPROVING BIDPROCEDURES RELATING TO THE SALE OF THE DEBTORS ASSETS, (B)APPROVING BID PROCEDURES FOR STALKING HORSE PURCHASER,(C) SCHEDULING A HEARING TO CONSIDER THE SALE, (D) APPROVING THE

FORM AND MANNER OF NOTICES OF SALE BY AUCTION, (E) ESTABLISHINGPROCEDURES FOR NOTICING PROPOSED ASSUMPTION AND ASSIGNMENT OFEXECUTORY CONTRACTS AND UNEXPIRED LEASES AND DETERMINING CUREAMOUNTS. AND (F) GRANTING RELATED RELIEF

Claim Jumper Restaurants, LLC ("CJR") and Claim Jumper Management, LLC("CJM"), de btors and debtors in possession (collectively, the "De btors") in the above-captionedchapter 11 cases (the "Chapter 11 Cases"), hereby move (the "Motion") this Court for the entryof an order: (a) approving bid procedures for the sale of substantially all of the Debtors assets,(b) authorizing the D ebtors to offer certain bid protections, (c) scheduling a final sale hearing(the "Sale Hearing") and approving the form and manner of notice thereof, (d) establishingprocedures for noticing assump tion and assignment of exe cutory contracts and une xpired leasesand determining cure amounts; and (e) granting related relief. In support of this Motion, theDebtors respectfully states as follows:

The Debtors in these cases along with the last four digits of each of the Debtors federal tax identification numbersare: Claim Jumper Restaurants, LLC (1053) and Claim Jumper Management, LLC (6481). The Debtorsheadquarters and mailing address is: 16721 Millikan Ave., Irvine, CA 92606.

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Preliminary Statement1. As discussed in greater detail below, the D ebtors are insolvent and believe

that a prompt sale of their assets is necessary to maxim ize and preserve the value of the Debtorsbusiness. The Debtors currently do not have sufficient cash resources or committed financing tooperate their businesses and service their existing debt obligations in the long term. The Debtorsalso are in default under each of their principal prepetition credit facilities and do no t have aforbearance agreement for the prepetition senior secured lenders. In addition, the Debtors areinformed that their prepetition senior secured lenders, who h ave liens on substantially all of theDebtors assets including the Debtors cash, are severely undersecured and unwilling to fund theDebtors through a traditional plan of reorganization process. Furthermore, the Debtors believethat if a sale is not comp leted before the upcoming h oliday season, and, consequently, a buyercannot realize the increased revenues during that period, the sale price achieved w ill significantlydecline. Accordingly, the Debtors are seeking to effectuate a sale of their assets within a 60 to75 day timeframe.

Jurisdiction2. This Court has jurisdiction over this M otion under 28 U .S.C. sections 157

and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. section 157(b)(2).Venue o f these proceedings and this Motion in this district is proper under 28 U.S.C. sections1408 and 1409.

3. The statutory basis for the relief requested herein are sections 105, 363and 365 of the Bankruptcy Code, Bankruptcy Rule 6004 and Local Rule 6004-1.

Background4. On S eptember 10 , 2010, (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases"). The2DOCS_DE: 163502.1


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Debtors are op erating their businesses and managing their properties as debtors in possessionpursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner orstatutory comm ittee has yet been appointed in these Chapter 11 Cases.

5. The Debtors principal business is the operation of a western-stylerestaurant chain. Originally formed in 1977, the Claim Jumper chain consists of 45 restaurantsas of the Petition D ate operating in the states of California, Arizona, Colorado, Illinois, Nevada,Oregon, Washington and Wisconsin.

6. The D ebtors corporate headquarters are located in Irvine, California.Events Leading to Filing

7. In late 2006, following a stock b uyout transaction and internal corporaterestructuring, the Debtors continued to pursue their then ex isting strategy of exp anding theirbusiness by opening new restaurant locations. Between 2006 and 2008, the Debtors opened 10new locations, resulting in a total of 46 restaurants (one of w hich has now been closed), andspent $62.9 million in construction costs associated with opening these locations. The primaryfunding source for the expansion and construction costs was $5 9 million in borrowings under theDebtors prepetition credit facilities.

8. Despite their efforts to expand and increase revenues, in 2007, the Debtorsbegan to experience a prolonged do wnturn in their revenues and profits, coinciding with thebroader economic downturn in the United States. In fact, the Debtors financial performanceworsened in each of fiscal years 2007, 2008, and 200 9, with declines in annual revenues and,eventually, diminishing annual operating profits.

9. The Debtors attribute these declines to several factors. More than 75% ofthe Debtors restaurants are located in California, Arizona and N evada com munities that have

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seen significant increases in unemploym ent since 2007, and have been hit particularly hard bythe home mortgage crisis. In addition, the Debtors believe the recent national recession has leftmuch of the general public less prone to spending their disposable income, particularly onrelative "luxuries" such as dining at restaurants of the caliber operated by the Debtors. As aresult, the Deb tors have experienced fewer dining guests in their restaurants and, consequently,sales at these restaurants have d eclined significantly.

10. By early 200 9, the foregoing factors had contributed to the Debtorsdefaults under their prepetition credit facilities based on the Debtors failure to make scheduledinterest payments and comply with various financial covenants under those facilities. Giventhese circumstances, the Debtors engaged M ilbank, Tweed, Hadley & McC loy LLP asrestructuring counsel and Piper Jaffray & Co. ("Piper Jaffray") as investment banker andfinancial advisor. In conjunction with its advisors, the Debtors concluded that the companysforecasted revenues w ere, and would continue to be, insufficient to adequately fund b oth theDebtors business operations and their debt service requirements. Thus, the Debtors concludedthat a restructuring of their existing deb t obligations was necessary.

11. After consultation with their advisors and their prepetition secured lenders,the Debtors determined that that the m ost effective approach to m aximize the value of the estateswould be through a bankruptcy sale process. The Debtors made this decision based on the (i) theDebtors belief that the market value of their business was significantly less than the face amoun tof the debt ow ing to their prepetition secured lenders (approximately $70 million as of thePetition Date), (ii) the Debtors increasing liquidity constraintshe Debtors had onlyapproximately $3.3 m illion in cash on hand as of the Petition Date and (iii) the lack of anyextended forbearance agreement from the D ebtors principal prepetition creditors and the risk

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that those creditors might exercise their respective remed ies imm inently to the great detriment ofthe Debtors business operations and their value.

12. Additional information regarding the D ebtors businesses, capital structureand the other facts and circumstances leading to the filing of these Chapter 11 Cases arecontained in the concurrently filed Declaration of W illiam T aves, which is incorporated hereinby reference.

The Sale Process13. In mid-2009, the Deb tors embarked on a m arketing and negotiation

process for the sale of their business that was led by the D ebtors managem ent team and P iperJaffray and extended o ver nearly one-and-a-half years. Initially, Piper Jaffray approached andreceived interest from 50 different prospective buyers and h eld meetings with 8 o f these parties.The D ebtors and Piper Jaffray then solicited from the interested parties bids to purchase theDebtors assets as a going concern.

14. In October 200 9, Piper Jaffray had follow-up discussions with theprospective buyers that had submitted the five highest "first round" bids. Pursuant to thosediscussions and further due diligence on the part of these prospective buyers, two bidders joinedtheir bids together, resulting in four final round bids. After a thorough review and analysis of thesecond-round bids b y the D ebtors and its advisors, and upon consultation with its prepetitionsecured lenders, the Debtors determined that the bid submitted by the buying group com posed ofBlack Canyon Capital, LLC ("Black Canyon"), an affiliate of the holder of the Debtors seniorsubordinated notes, and Bruckm ann, Rosser, Sherrill & Co., Inc. (collectively with BlackCanyon, the "Black Can yon/BRS Group") represented the highest and best offer for the purchaseof the D ebtors business and assets.

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15. For the next approxim ately seven months, the Debtors, their prepetitionsecured lenders and the Black Can yonIBR S Grou p negotiated the terms of the sale transactiondocuments. Those talks, however, ultimately broke down after the prepetition secured lendersand the Black CanyonIBR S Group w ere unable to reach agreement over certain economics of thetransaction and other term s of the transaction docum ents.

16. At that time, the Debtors quickly determined that they had few rem ainingrestructuring options other than a prompt sale of their assets. The Debtors prepetition securedlenders advised the Debtors that they were no long er willing to pursue a transaction w ith theBlack Canyon IBRS G roup or any other transaction that would involve the prepetition securedlenders rolling or taking back an y new debt issued either by the Debtors or a purchaser of theDebtors assets, and let a forbearance agreemen t with respect to the exercise of their remed iesexpire. In addition, the Debtors determined that a process involving a plan of reorganization inall likelihood wou ld be non-consensual and ex tremely difficult to achieve, given the extremelyundersecured position of the prepetition secured lenders and their reluctance to take back anydebt issued by the Debtors. Moreover, the Debtors did not believe that any third party would bewilling to sponsor a p lan process against the objections of the prepetition secured lenders,particularly given the unlikelihood that such third party could prime the banks in the co ntext ofdebtor-in-possession or exit financing.

17. Accordingly, after consultation with their advisors, the Debtorsdetermined that the best course of action that would m aximize the value of the estates would beto renew the marketing process, and solicit bids from potential buyers for a straight-cashpurchase of the Debtors assets. The timing of the marketing process was somewhat constrainedby the upcoming holiday season and the Debtors belief that completing a sale quickly would

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provide a better purchase price given the additional revenues that a buy er could expect over theholidays (both from increased dining and gift card sales).

18. To that end, on or abou t July 14, 2010, the Debtors and Piper Jaffrayreached out to no less than 20 prospective buyers (including both entities that had been co ntactedin the 200 9 m arketing effort and entities that only recently had expressed interest in purchasingthe Debtors business) and asked that such prospective buyers submit bids, without any financialor diligence conditions, for the purchase of the Debtors assets by late August 2010. During thisperiod, Piper Jaffray provided the prospective buyers access to a data room co ntaining variousfinancial and legal documents relating to the Debtors, and the Deb tors held managemen tpresentations w ith several of the prospective buyers.

19. At the con clusion of the diligence period, the Debtors had received bidswith little or no financing or diligence conditions from three separate entities. The Debtors andtheir advisors then negotiated w ith each of these bidders in order to further maximize theproposed aggregate consideration being provided by these parties and minimum closing risk andpotential constraints on the post-filing marketing, auction and sale process. Following theseadditional negotiations, on September 6, 2010, the D ebtors determined that Black Canyon h adsubmitted the highest and b est offer for the purchase of the D ebtors assets and had providedsufficient evidence that it was capable of consummating the sale transaction. The Debtors andtheir advisors then w orked on n egotiating the definitive terms and do cumentation for BlackCanyons purchase of the Debtors assets.

20. On Sep tember 10, 2010 the D ebtors entered into that certain AssetPurchase Agreement dated as of the same date (the "Agreement") with GRP A cquisition Corp.(the "Buyer"), an affiliate of Black Cany on, pursuant to w hich the Buy er will purchase

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substantially all of the D ebtors assets and receive assignment of certain contracts and leases(collectively, the "Assets"). A copy of the Agreement, without schedules and exhibits, isattached as Exhibit 1 to the Debtors concurrently filed motion for an order authorizing the saleof substantially all of its assets to the Buyer (the "Sale Motion"). The principal terms of theBuyers stalking horse bid are as follows: (i) Cash Purchase P rice of $24.5 m illion; (ii)approximately $5 million in cash to collateralize the Debtors existing letters of credit; and (iii)the assumption of up to $23.3 million in liabilities. A more detailed summary of the Agreementis provided in the Sale Motion.

21. In order to maxim ize the value of the A ssets for the benefit of all of itscreditors, the Agreement contemplates that the Debtors would com mence these C hapter 11 Casesand subject the proposed sale of the Assets to a court-approved auction (the "Auction") and saleprocess to elicit higher and better offers. The Debtors intend to use their existing cash on handand contem plated debtor-in-possession ("DIP") financing to be provided by o ne or m ore of itsprepetition secured lenders to fund the bankruptcy and sale process. The Debtors are informedthat the Prepetition Agent has the requisite consent from the P repetition Secured Parties to usetheir cash collateral for this sale process pursuant to the terms of the Budget and proposed orderapproving cash collateral usage. In addition, the Prepetition Agent has provided a DIP financingcomm itment to the Debtors and the parties currently are working on the terms of a definitive DIPfinancing agreement (which D IP financing agreement the D ebtors anticipate they will present tothe Court for its approval in the near term).

22. Pursuant to the terms of the A greement, the Buyer w ill acquire the Assetsfree and clear of all liens, claims, interests and encu mbrances pu rsuant to section 363(f) of theBankruptcy C ode, provided that such liens, claims, interests and encum brances will attach to the

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proceeds of the Sale with the same validity, force and effect, as existed prepetition, and subjectto any rights, claims an d defenses the D ebtors or their estate, as applicable, may possess withrespect thereto.

23. The Ag reement also provides that the Buyer will be entitled to a break-upfee in the amount of $1,000,000 an d a reimbursement of its reasonable out-of-pocket expensesup to $5 00,000, as applicable (collectively, the "Bid Protection Amo unt") (as more fullydescribed in paragraph 26C below).

24. Based on the foregoing, the Debtors believe that the consumm ation of theSale to the B uyer or to a successful overbidder will provide their creditors and other stakeholderswith the best opportunity possible for maximizing value b y realizing upon the Assets through asale as a going concern.

Relief Requested25. By this Mo tion, the Debtors seek entry of an order:

(a) approving the Buyers (defined below) status as the stalking horsepurchaser and approving (i) the requested break-up fee in the amoun t of $1,000,000 (the "Break-Up F ee") pursuant to the terms of the A greement (defined below), and (ii) the requested expensereimbursement of up to $500,000 (the "Expense Reim bursement"; together with the Break-UpFee, the "Bid Protection Amoun t") pursuant to the terms of the Agreemen t;

(b) approving the proposed bid procedures (the "Bid Procedures"),including the overbid provisions, attached to the Bid Procedures O rder as Exhibit A;

(c) approving the procedures set forth herein for the assumption andassignment of certain executory contracts and unexpired leases in connection w ith the Sale (the"Cure Procedures");

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(d ) establishing a date for holding the A uction and approving certainprocedures in connection therewith;

(e ) scheduling the hearing to approve any sale transaction(s) to Buyeror to such other party proposing the highest and b est offer for the Assets (the "SuccessfulBidder") and establishing deadlines for objections and responses to the relief requested in theSale Motion; and

(f ) approving the form and m anner of notice to be served upon certainparties, including: (i) the form of notice, substantially in the form attached to the Bid ProceduresOrder as Exh ibit B (the "Sale Notice"), to be served on the Sale and Bid Proced ures NoticeParties (defined below ), including all known creditors of the Debtor; (ii) the publication of anotice of the Auction and Sale Hearing in one weekday ed ition of the Wall Street Journal,National Edition (the "Publication Notice"); and (iii) the form of no tice to parties holdingAssigned C ontracts (as defined below) in con junction with the proposed Sale, in substantially theform attached to the Bid Procedures Order as Exhibit C.

Proposed Bid Procedures26.he Bid Procedu res are attached as Exhibit A to the proposed B idProcedures Order. The Bid Procedures are summarized as follows:A. Assets to be Sold. The Debtors seek to sell their Assets as a going concern.B. Confidentiality Agreements and Access to Data Room. Any person or entitywishing to bid on all or substantially all of the Assets (each a "PotentialBidder") m ust deliver (unless previously delivered) to the Debtors, to the

extent not already executed, a confidentiality agreement in such formacceptable to the Debtors (such form is available upon request to D ebtors).

2 This summ ary of the Bid Proce dures is set forth herein for the convenience of the pa rties receiving the BidProcedures Motion. In the event that there is any inconsistency between the provisions of this summary and the BidProcedures, the text of the Bid Procedures controls.

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The D ebtors will afford any Potential Bidder who satisfy the requirement setforth in the Bidding Procedures such reasonable due diligence access oradditional information as m ay be reasonably requested by the Potential Bidderthat the Debtors, in their business judgment, determine to be reasonable andappropriate. The Debtors and its advisors will coordinate all reasonablerequests for additional information and du e diligence access from suchPotential Bidders. Notwithstanding anything contained in the BiddingProcedures to the contrary, the Debtors in their business judgment w ill decidewhat, if any, diligence information to make available to a particular PotentialBidder, after consultation w ith the official committee of unsecured creditors(the "Comm ittee") and, to the extent they have advised the Deb tors that theywill not participate as a bidder for the Assets, the Prepetition Secu red Parties(defined below; together with the C omm ittee, the "Consultation Parties"). 3Subject to such consultation requirements, neither the D ebtors nor theirrepresentatives will be obligated to furnish any information of any kindwhatsoever to any partyThe Debtors propose that a "Qualified Bidder" be a Potential Bidder (i) thatdelivers the required confidentiality agreement, (ii) whose financialinformation and credit-quality support or enhancement demonstrate, in theDebtors discretion, the financial capability of the Potential Bidder toconsummate the proposed transaction for the desired Assets, (iii) that theDebtors determine, in their discretion, is reasonably likely to submit a bonafide offer for the Assets and will be able to consummate such transaction ifselected as the Successful Bidder within a time frame acceptable to theDebtors, and (iv) who submits a Qualified Bid. Potential Bidders seekinginformation about the qualification process are directed to contact theDebtors proposed financial advisor, Piper Jaffray.

C. Proposed Bid Protections for the Buyer. The Debtors propose that, subject tothe terms of the Agreement, to provide the Buy er with the following bidprotections: the Break Up Fee and the Expense Reimbursement. Subject toand in accordance w ith the express terms of the A greement, in the event thatthe Buyer terminates the A greement for any reason o ther than as a result of abreach by the Buy er, the Debtors will be obligated to pay the ExpenseReimbursem ent; and in the event that (i) the Debtors receive one or moreQualified Bids (other than the Bu yers stalking horse bid) and conduct theAuction, and (ii) a Successful Bidder that is not the B uyer is selected at theAuction, then the Debtors w ill be obligated to pay the B uyer the BidProtection Amoun t; provided, however, that, in the event that the Buyer closeson the Sale of Assets, the Buyer shall not be entitled to payment of the BidProtection Am ount.

To the extent that the Committee has advised the Debtors, or becomes aware, that any memb er of the Comm ittee isa Potential Bidder, the Comm ittee shall (i) exclude such mem ber from any and all discussions within the Comm itteerelating to the auction and sale of the Assets and (ii) restrict, limit and prohibit the dissemination to such member ofany confidential information relating to the auction and sale of the Assets.

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D. Requirements for a Qualified Bid. In order to participate in the Auction, ifany, a Qu alified Bidder m ust deliver to the Debtors a written offer (each, a"Written Offer"), which in order to be deem ed a "Qualified Bid" must m eetthe specific requirements are set forth in the Bid Procedures. The WrittenOffers must, among other things,Include the net purchase price for the Assets in an am ount atleast equal to (i) the value of the Buyers bid ($24.5 million ofcash paid to the Debtors, $5 million of cash used tocollateralize the Debtors obligations under certain letters ofcredit, and assumption of up to $23.3 m illion o f liabilities),plus (ii) the Bid Protection A mount p lus the initial bidincrement of $100,000 (the "Initial Overbid Am ount"), for anoverall net purchase price of $52.9 million;

ii . Include a list of any executory contracts or unexpired leasesthat are to be assumed and/or assigned under such W rittenOffer;

iii. State that the bidder is willing to consumm ate and fund theproposed transaction by n o later than November 30 , 2010, withan outside termination date no later than January 14, 2011 (the"Closing Deadline");iv. To the extent not previously provided, state that the Qualif iedBidder is financially capable of consumm ating the transactionscontemplated by the M odified Agreement and any relatedtransaction docum ents (the "Sale"), and include w ritten

evidence of a firm, irrevocable comm itment for financing, orother evidence of ability to consumm ate the Sale, that willallow the debtors to a make a reasonable determination as tothe Qualified Bidders financial and other capabilities toconsumm ate the Sale;V.tate that the Written Offer is irrevocable until the closing ofthe transaction, if such Q ualified B idder is designated as aSuccessful Bidder or a Backup Bidder (each as defined below);

vi. Not contain any mater ia l due dil igence or financingcontingencies as determined by the Debtors in their reasonablediscretion; andvii. Include a good faith deposit (the "Good Faith Deposit") in theform of a certified check, w ire transfer or such other form as isacceptable to the Debtors payable to the order of Claim JumperRestaurants, LLC (or such other party as the Debtors maydetermine) in an amount equ al to at least $1,000,000.

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In addition, the Debtors intend to retain Hilco Real Estate ("HRE") tonegotiate lease concessions. HRE is to be compensated based upon apercentage of the lease concessions it secures. To the extent that HREsretention is approved by the Bankrup tcy Court, all Qualified Bidders mustassume the obligation to pay HRE according to the terms of HREs courtapproved compensation agreement.

E. Credit Bidding by Prepetition Secured Parties. Unless the Court ordersotherwise prior to the Bid Deadline (defined below ), the Prepetition SecuredParties may subm it a Written Offer that includes a "credit bid" com ponent forthe purchase of any A ssets upon which the Prepetition Secured Parties have avalid, perfected lien; provided, however, that such W ritten Offer also m ustinclude (i) a cash componen t for the purchase of any A ssets that are notsubject to the Prepetition Secured Parties liens and security interests,including, without limitation, the Leases, (ii) cash sufficient to pay the Carve-Out (as defined in the Cash C ollateral Order), (iii) a cash com ponent equal tothe amount of the Bid Protection Amount, and (iv) cash sufficient to pay anyCure Am ounts and otherwise to consummate the Sale.F. Bid Deadline. All Qualified Bids must be received prior to 4:00 p.m. (PacificTime) on O ctober [26], 2010 (the "Bid Deadline"), by each of the partieslisted below.G. Determination of Qualified Bid. As promptly as practicable after a PotentialBidder delivers the documents and items required by paragraphs 8 and 15above, and after consultation with the C onsultation Parties, but in any ev entno later than one (1) Business Day prior to the Auction, the Debtors shalldetermine in their business judgm ent, and shall notify the Potential Bidder and

the Buyer in w riting, whether (i) the Potential Bidder is a Qualified Bidderand (ii) a Written Offer is a Qualified Bid. Each Qualified Bidder will begiven access to all Qualified Bids at such timeH. "As Is, Where Is". Except as otherwise provided in the applicable agreement,the sale of any o r all of the Assets shall be on an "as is, where is" basis andwithout representations or warranties of any kind, n ature or description by theDebtors, their agents or their estates except to the extent set forth in theapplicable agreement of the Successful Bidder(s) as approved by theBankruptcy Court. Except as otherwise provided in the applicable agreement,all of the D ebtors right, title and interest in and to the Assets subject thereto

shall be sold free and clear of all pledges, liens, security interests,encumb rances, claims, charges, options and interests thereon and there against(collectively, the "Interests") in accordance w ith sections 363 and 36 5 of theBankruptcy C ode, with such Interests to attach to the net proceeds of the saleof the Assets. Each Qualified Bidder shall be deemed to acknowledge andrepresent that it has had an opp ortunity to conduct any and all desired duediligence regarding the Assets prior to m aking its Qualified Bid, that it hasrelied solely upon its own indepen dent review, investigation and/or inspection13D005_DE: 163502.1


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of any docum ents and/or the Assets in making its Qualified Bid, and that it didnot rely upon any w ritten or oral statements, representations, promises,warranties or guaranties whatsoever, whether express, implied, by op erationof law or otherwise, regarding the Assets, or the completeness of anyinformation provided in connection therewith or the A uction, except asexpressly stated in these Bid Procedures or, as to the Successful Bidder(s), theterms of the transaction(s) as set forth in the applicable agreement.

I. Auction. In the event that two or more Qualified Bids are received, theDebtors shall conduct an Auction of the Assets. The Auction shall be held onOctober [28], 2010 at [.m.] (Pacific Time) at the o ffices of Milbank,Tweed, Hadley & M cCloy LLP, 601 S. Figueroa Street, 3 0 t 1 i Floor, LosAngeles, CA 90017, and continue thereafter until completed. Subject to theAgreement, the Debtors may adjourn the Auction at any time, continue theAuction from time to time and re-open the Auction at any time prior to thecomm encement of the Sale Hearing, as is appropriate in the Debtorsreasonable business judgment. The Debtors may not cancel the Auctionexcept in the circumstances described below.Except as otherwise permitted in the D ebtors discretion, only the D ebtors, theConsultation Parties, the U.S. Trustee, and Qu alified Bidders and theirrespective professionals shall be entitled to attend the Auction. Only aQualified Bidder that subm itted a Qualified Bid is eligible to participate in theAuction.The B id Procedures also set forth more detailed procedures to be followed atthe Auction, including the setting of the minimum bid increment amount of$100,000 and the determination of the Successful Bidder and the BackupBidder,

J. Sole Qualified Bid. If the Agreement with the Buyer is the only Qualified Bidsubmitted by the Bid D eadline, the Debtors will not hold the Au ction andinstead will request at the Sale Hearing that the Court approve the Agreementwith the Buyer.K. Sale Hearing. The Sale Hearing will be held before the Honorable Kevin

Gross on November [2], 2010 at[:____ _.m.] (Eastern Time) at the UnitedStates Bankruptcy Co urt for the District of Delaware, located in 824 MarketStreet, [Room jWilmington, DE 19801. After consultation with theConsultation Parties, but subject to the terms of the A greement, the Debtorsmay adjourn or con tinue the Sale Hearing from time to time without furthernotice to the C onsultation P arties or parties in interest other than byannouncem ent of the adjournment in open co urt or on the Courts calendar onthe date scheduled for the Sale Hearing or any adjourned date. At the SaleHearing, the Debtors shall present the results of the Auction to the BankruptcyCourt and seek app roval for the Successful Bid and the B ackup B id(s).Subject to the express terms and co nditions of the Agreement, the Debtors

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shall pay to Buyer the applicable Bid Protection Am ount without further courtorder.Following the Sale Hearing ap proving the transaction with respect to theAssets to the Successful Bidder, if such Su ccessful Bidder fails toconsum mate an approved transaction for any reason, the appropriate BackupBidder(s) shall be designated the Successful Bidder and the Debtors shall beauthorized to effect such transaction without further order of the C ourt. TheSuccessful Bidder and Backup B idder (if any) should be represented bycounsel at the Sale H earing.

L. Consummation of the Purchase.(i) Closing Deadline. The Successful Bidder shall consumm ate the saletransaction contem plated by the Successful Bid (the "Purchase") on or beforethe Closing Deadline. Subject to the terms of the Agreement or ModifiedAgreem ent, the Debtors may extend the Closing Deadline from tim e to time inits business judgment. If a Successful Bidder successfully consummates anapproved transaction by the Closing D eadline, such Successful Bidders GoodFaith Deposit shall be applied to the p urchase price in such transaction.If the Successful Bidder either fails to consumm ate the Purchase on or beforethe Closing Deadline, breaches the Agreemen t or Modified Agreement, orotherwise fails to perform, the D ebtors may, in their business judgment andwithout further order of the Bankruptcy C ourt, deem the Successful Bidder tobe a "Defaulting Buyer," at which time the Successful Bid shall be deemedrejected.Subject to Buyers right, if any, to recover from the Debtors the BidProtection Am ount, the Debtors shall be en titled to (i) retain the Goo d FaithDeposit as part of its damages resulting from the breach or failure to performby the Defaulting Bu yer, and (ii) seek all available damages from suchDefaulting Buyer occurring as a result of such D efaulting Bu yers failure toperform.(ii) Backup Purchase. Upon a determination by the Debtors, afterconsultation w ith the Con sultation Parties, that the Successful Bidder is aDefaulting Buyer, the D ebtors will be authorized, but not required, toconsumm ate a sale transaction with the Backup Bidder on the terms andconditions of the Backup Bid (the "Backup Purchase") w ithout further orderof the Bankruptcy Court.If a Backup Bidder consumm ates a Backup Purchase, the Good Faith Depositof such Backup Bidder will be applied to the purchase price in suchtransaction. On an as-needed basis, the Debtors, in the exercise of theirbusiness judgment and after consultation with the Consultation Parties, shalldetermine an alternative Closing Deadline for the Backup Purchase. In the

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event that the Debtors seek to consummate a Backu p Purchase with a BackupBidder and such Backup Bidder fails to consummate the Backup Purchase onor before the alternative Closing D eadline, breaches the Agreement orMod ified Agreement or otherwise fails to perform, the Debtors m ay, in theirbusiness judgment an d after consultation with the Con sultation Parties, andwithout further order of the Bankruptcy Court, deem such Back up Bidder tobe a Defaulting Buyer and pursue the sam e remedies as set forth in paragraph32 of the Bid Procedures.M. Return of Good Faith Deposits. Good Faith Deposits of all Qualified Biddersshall be held in an escrow account. Except for the Successful Bidder and theBackup Bidder(s), the Debtors shall return the Goo d Faith Deposits of allQualified Bidders that submit W ritten Offers no later than three (3) BusinessDays after the conclusion of the Au ction.

Notice of Sale Hearing27 .he Deb tors request that the Court approv e the mann er of notice of theSale Motion, the Bid Procedu res, the Auction, and the Sale Hearing, substantially in the form ofthe Sale Notice, attached to the proposed Bid Procedures Order as Exhibit B. The Debtors willserve the Sale No tice on the following p arties:(a ) the U.S. Trustee;

(b ) counsel to any official comm ittee of unsecured creditors appointedin this case;

(c ) the agent for the D ebtors prepetition secured lenders and itscounsel;

(d ) the B uy er an d its coun sel;(e) a ll enti ties known to have expressed an interest in acquir ing any of

the Assets;(f ) all parties known to be asserting a lien on any of the Debtors

Assets;

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(g) all known vendors, suppliers, lenders, contract, license and leasecounterparties;

(h) the United S ta tes Attorneys office ;( i) a ll state a ttorney generals in s ta tes in which the Debtors do

business;(j) various federal and state agencies and authorities asserting

jurisdiction over the A ssets, including the Internal Reven ueService;

(k) all federal, s tate and local taxing authorities with jur isdiction overthe Debtors business;

( 1 )ll regulatory authorities that have a reasonably know n interest inthe relief requested in the Sale M otion;(m) a ll known creditor s o f the Debtors ; and(n) all other part ies that have f iled a notice of appearance and demandfor service of papers in these bankruptcy cases under Ban kruptcyRule 9010(b) as of the date of entry of the Bid Procedures Order(collectively, the "Sale Notice Parties").

28.he D ebtors propose to serve the Sale N otice within three (3) businessdays from the date of entry of an order granting the Bid Procedures M otion (the "Bid ProceduresOrder"), by first-class mail. The Sale Notice will provide that any party that has not received acopy of the Sale M otion or the Bid Procedures Order that wishes to obtain a copy of suchdocum ents may make such a request, in writing, to Milbank, Tweed, Hadley & M cCloy LLP, In order to reduce the burden on the Debtors estates, for the Sale Notice Parties listed in paragraphs (g) through(n), the Debtors do intend to include a copy of the Bid Procedures with the Sale Notice. The Debtors will provide acopy of the Bid Procedures to any p arty making such a request in accordance with paragraph 28.

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601 South Figueroa Street, 30th Floor, Los Angeles, CA 90017, Attn: Robert Jay Moore / HaigMaghakian, Fax: (213) 629-5063, Email: [email protected] and hm aghakian@m ilbank.com .

29. In addition, within seven (7) business days from the entry of the BidProcedures Order, the Debtors propose to publish the a notice of the Auction and the SaleHearing in one weekd ay edition of the Wall Street Journal, National Ed ition.

Auction and Sale Hearing30. Pursuant to the proposed Bid Procedures, and as contem plated by the

Agreem ent, the Debtors intend to subject the Sale to an auction and overbid process. At the SaleHearing, the Debtors will seek Bank ruptcy Court approval of the Sale of the Assets to the Buyer,or if an Auction is held, the Successful Bidder at the conclusion of such Au ction, free and clearof all liens, claim s and encum brances pursuant to Bankruptcy Cod e sections 363(b) and (f), withall liens, claim s and encum brances to attach to the proceeds of the Sale with the same v alidityand in the same order of priority as they attached to the Assets prior to the Sale, including theassump tion by the Debtors and assignment to the Successful Bidder of the Assigned Contractspursuant to Bankruptcy Code section 365. The Debtors will present additional evidence, asnecessary, at the Sale Hearing and subm it that the Sale is fair, reasonable and in the b est interestof its estate.

31. Given the lim ited funding available to the Debtors and the deadlines setforth in the Agreement, the D ebtors are under significant pressure to consum m ate the sale of theAssets as quickly as possible. Nevertheless, the Debtors are mindful of their fiduciary duties andwant to ensure that they are able to m aximize value b y providing sufficient notice of the Auctionand Sale process. Accordingly, the Debtors request that the Court schedule the Auction for nolater than October 28, 2010 and the Sale Hearing for no later than November 2, 2010. TheDebtors believe that this scheduling will provide ample notice of the Auction and sufficient time

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for any potential bidders to condu ct diligence regarding the Assets and, if interested inparticipating at the auction, to subm it a Qualified Bid.

Closing32. The closing on the Sale (the "Closing") shall take place in accordance with

terms of the Agreem ent, or in accordance with the terms of such other agreement approved bythe Bankruptcy Cou rt at the Sale Hearing.

Procedures for the Assumption and Assignment of Assumed Agreements33. At Closing, the Debtors intend to assum e and assign to the Successful

Bidder certain executory contracts and un expired leases identified on certain schedules to theAgreement (i.e. the Assigned Contracts). The Debtors shall file a list of the currentlycontemplated A ssigned Contracts, and the final cure costs associated therewith (the "AssignedContract List") with the Bankruptcy Co urt no less than five (5 ) business days after entry of theBid Procedures Order. 5 The Debtors also propose to serve a notice (the "Assigned Contracts andCure N otice"), upon each party that is included on the Assigned C ontract List in substantially theform attached to the Bid P rocedures Order as Ex hibit C, along with Assigned C ontract List, nolater than five (5 ) business days after entry of the Bid Procedure Order by w ay of overnight mailor express mail. The Assigned Contract and Cure Notice will state the date, time and place ofthe Sale Hearing as well as the date by wh ich any objection to the assumption and assignm ent ofthe Assigned Contracts or any proposed Cure A mou nt (defined below) must be filed and served(which date shall be approximately 14 days prior to the Sale Hearing). The Assigned ContractList will identify the amounts, if any, that the Deb tors believe are owed to each coun terparty to

The inclusion of any a greement in the list of Assigned Con tracts does not constitute an adm ission by the Debtorthat such agreement actually constitutes an executory contract or unexpired lease un der section 365 of theBankruptcy Co de, and the D ebtor expressly reserves the right to challenge the status of any agreement included inthe list of Assigned Contract up until the time of the Sale H earing.

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the Assigned Co ntracts in order to cure any d efaults that exist under such contract (the "CureAmounts").

34. If a contract or lease is assumed and assigned pursuant to the Bankrup tcyCourts order approv ing the same, then, un less the affected counterparty properly files and servesan objection to the Cure A mou nts contained in the Assigned Con tract List, the counterparty willreceive at the time of the C losing (or as soon as reasonably practicable thereafter), the CureAm ounts as set forth in the Assigned Contract List, with paym ent made pursuant to the terms ofthe Agreement, or the agreement of the Successful Bidder. If an objection is filed by a

counterparty to any proposed Cured A mou nt, the Debtors propose that such objection must setforth a specific default in any executory con tract or unexpired lease and claim a specificmon etary amount that differs from the am ount (if any) specified by the Debtors in the AssignedContract List or, alternatively, state why the counterparty believes any Cure A mou nt is owing.

35. The Deb tors propose that the Court m ake its determinations concerningadequate assurance of future performance under the Assigned Contracts pursuant to BankruptcyCode section 3 65(b) at the Sale Hearing or in the case of any A ssigned Contracts not assumedand assigned to the S uccessful Bidder at the Sale H earing, and to the extent necessary, at suchother hearing to approve assumption and assignment of such Assigned Contracts. The Debtorsfurther proposes that Cure Am ounts disputed by any counterparty will be resolved by the Courtat the Sale Hearing or, to the extent necessary, at such other hearing to approve assum ption andassignment of the relevant contract.

36. Except to the extent otherwise provided in the Agreement or theagreement entered into w ith the Successful Bidder, the assignee of an A ssigned Contract will notbe subject to any liability to the assigned contract counterparty that accrued or arose before the

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closing date of the sale of the Assets and the Debtors shall be relieved of all liability accruing orarising thereafter pursuant to Bankruptcy Code section 365(k). The Debtors shall be responsiblefor the payment of all Cure Am ounts, provided, however, that subject to the Agreem ent, theBuyer shall be responsible for, and shall pay, up to $800,000 in the aggregate of one half of theCure Am ounts due in connection with the assumption and assignment of the Debtors RealEstate Leases.

37. The Ag reement also provides that up until the Closing, the Buy er canchange its decisions regarding what contracts are to be assigned to it by either dropping contracts

from the Assigned C ontract List or adding contracts to that list. If the Buyer adds a contract tothe Assigned C ontract List subsequent to the time that the D ebtors serve the Assigned Con tractsand Cure N otice, the Debtors will promptly serve notice on the counterparties to any such ad dedcontracts, together with the proposed Cure Amounts. No such added contract may be assumedor assigned unless the counterparty is provided at least ten (10) business days notice of theproposed assignment and Cure Amount.

Approval of the Break-Up Fee, ExpenseReimbursement and Bid Procedures is Appropriate38. The Break-Up Fee, the Expen se Reimbursement, and the Bid Procedures

described herein are reasonably calculated to encou rage a purchaser to subm it a final bid withinthe range of reasonably anticipated values. The Buyer insisted on the protections afforded it bythe Break-Up Fee, the Expense Reimbursement and the other Bid Procedures. The Agreementspecifically provides "that it is a condition of Buyer for entering into this Agreement that B uyerbe so entitled to the Expense Reim bursement and Break-Up Fee in accordance with thisAgreement." Agreement, section 7.1(c). If the Court declines to approve the Break-Up Fee andthe Expense Reim bursement, the Agreement provides that the Buyer may terminate the

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Agreement. Ag reement, sections 8.1 (c)(6). Thus, these protections for the buyer were needed to"induce the first bid" and in order to "preserve that bid" for the auction. As the Third Circuitrecently explained, that this the classic situation where the Court is w ell within its discretion toapprove such stalking horse protections. In re Reliant Energy, 594 F.3d 200 (3d Cir. 2010). TheBuyer w ill be the stalking horse for competitive bids, perhaps leading to further competition andthe establishment o f a baseline against which higher or otherwise better offers can be measured.And w ithout the Courts approval of such bid protections, the Debtors would face the untenableprospect of entering into a free-fall bankruptcy with no stalking horse.

39. As indicated above, the D ebtors hereby requests that the Court approve theoverbid paym ents and Bid Procedures, as are customary in similar circumstances, including(a) the Break-Up Fee; (b) the Expense Reimbursemen t; (c) the minimum ov erbid amount of$1,600,000 plus the purchase price under the Ag reement in respect of an offer for all orsubstantially all of the A ssets; (d) bidding increments of $100 ,000 for all or substantially all ofthe Assets after the minimum overbid amount; and (e) the other Bid Procedures. The Debtorssubmit that cause exists to approve such payments and p rocedures because they are fair andreasonable under the circumstances and will encourage competitive bidding and the highest andbest price for the Assets.

40. The Debtors submit that the agreement to pay the Bid Protection Amo untwas and remains critical to the Sale process. Indeed, the payment of the Break-Up Fee and theExpense R eimbursement under the terms of the Ag reement, and the establishment of the B idProcedures, were reasonable and necessary to induce a purchaser to enter into the transactionsencompassed by the Agreement and thus to enable the Debtors to obtain the highest and bestprice possible for the Assets. Each of the entities that submitted a stalking horse bid, including

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Black Cany on, insisted on the inclusion of som e form o f bid protections in its proposed purchaseagreement. W ithout the Bid Protection Amo unt or similar bid protections, the Debtors believethey would h ave been unab le to convince any entity to serve as a stalking horse bidder.

41. Thus, the Bid Protection Am ount was integral to the execution of theAgreem ent and putting the Debtors in a position to file these chapter 11 cases and pursue anauction process that would m aximize the consideration received for the sale of the Assets.Furthermore, if the Bid Protection Am ount is not approved, the Buy er will have the ability towalk aw ay from the Ag reement. The uncertainty that would be created in that scenario could

have po tentially disastrous consequences to the Deb tors, their estates and their creditors.42. In addition, the Bid Protection Am ount also will compensate the Buyer for

serving as the stalking horse bidder w hose bid w ill be subject to higher or better offers, theDebtors seek approval of the Break-Up Fee and Ex pense Reimbu rsement in accordance with theterms of the Agreement. In exchange for providing the benefits to the Debtors estate of havinga stalking horse bidder by virtue of the Agreem ent with the Buyer, the Bid P rotections m itigatethe risk to the Buyer that a third-party offer may ultimately be accepted.

43. Bidding incentives also encourage a potential purchaser to invest therequisite time, mon ey and effort to negotiate with the Debtors and p erform the necessary duediligence attendant to the acquisition of the Debtors assets, despite the inherent risks anduncertainties of the chapter 11 process. Historically, bankruptcy cou rts have approved biddingincentives similar to the Break-Up Fee and the Exp ense Reimbursem ent, under the "businessjudgment rule," which proscribes judicial second-guessing of the actions of a corporations boardof directors taken in good faith and in the exercise of honest judgmen t.n re 995 F ifthAve. Assocs., L.P., 96 B.R. 24, 28 (Bank r. S.D.N.Y. 1989) (bidding incentives may "be23DOCSDE: 163502.1


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legitimately necessary to convince a w hite knight to enter the bidding by providing som e form ofcompen sation for the risks it is undertaking") (internal quotation marks and citation omitted).

44. The T hird Circuit has established standards for determining theappropriateness of bidding incentives in the bankruptcy context. In re Calpine Corp. v. OBrienEnvtl. Energy, Inc., 181 F.3d 527 (3d Cir. 1999), the court held that even though b iddingincentives are measured against a business judgment standard in nonb ankruptcy transactions, theadministrative expense provisions of Bankruptcy C ode 503(b) govern in the bankrup tcycontext. Accordingly, to be approved, bidding incentives must provide some benefit to the

debtors estate. See id. at 533.45. The OBrien court identified at least two instances in which bidding

incentives may provide benefit to the estate. First, benefit may be found if "assurance of abreak-up fee promoted m ore competitive bidding, such as by inducing a bid that otherwise wouldnot have been made and without which bidding would have been limited." Id. at 537. Second,where the av ailability of bidding incentives induces a bidder to research the value of the D ebtorsand subm it a bid that serves as a minimum or floor bid on which other bidders can rely, "thebidder may have provided a b enefit to the estate by increasing the likelihood that the price atwhich the debtor is sold will reflect its true worth." Id.

46. Wh ether evaluated under the "business judgment rule" or the ThirdCircuits "administrative expense" standard, the Break-Up Fee and E xpense Reimb ursement passmuster. The Agreement and the Debtors agreement to pay the Break-Up Fee and ExpenseReimb ursement pursuant to the terms thereunder are the prod uct of good faith, arms-lengthnegotiations between the Debtors and the Buyer. And, as discussed above, the Break-Up Fee

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and Expen se Reimbursemen t are fair and reasonable in amount, and are reasonably intended tocompensate for the risk to the B uyer of being u sed as a stalking horse bidder.

47. Further, the Break-Up Fee and E xpense Reimbu rsement already haveencouraged com petitive bidding, in that the Buyer wou ld not have entered into the Agreementwithout these provisions. The Break-Up Fee and Expense Reimbursement thus have "induc[ed]a bid that otherwise would not have been m ade and without which bidding wo uld [be] limited."OBrien, 181 F.3d at 537. Similarly, the Buyers offer provides a minimum bid on which otherbidders can rely, thereby "increasing the likelihood that the price at which the [Assets will be]sold will reflect [their] true worth." Id.

48. Finally, the Bid Procedures are fair and reasonable procedures reasonablyintended to encourage competitive bidding, and the Break-Up Fee and the ExpenseReimbu rsement will permit the Debtors to insist that competing bids for the A ssets made inaccordance with the B id Procedures be m aterially higher or otherwise better than the Agreement(or competing ag reement), which is a clear benefit to the Debtors estate.

49. Furthermore, the Break-Up Fee is approximately 1.9% of the totalconsideration and 3.3% of the potential cash component of the Purchase Price under theAgreement, prior to any adjustments thereto. This percentage is well within the spectrum oftermination fees approved by ban kruptcy courts in chapter 11 cases. $n re GlobalMo torsport Group. Inc., et al., (Case No. 08-10192 (KJC) (Bankr. D. Del. February 14, 2008)(Court approved a break up fee of approximately 4%, or $ 50 0,000 in connection with sale); In reGlobal Hom e Products, Case No. 06-10340 (KG) (Bankr. D. Del. July 14, 2006) (Courtapproved a break-up fee of 3.3%, or $70 0,000, in connection with sale); In re Am eriserve, Case6 Cash consideration of $29.5 m illion ($24.5 million in straight cash and $5 million of cash collateralization of theDebtors existing letters of credit) plus assumption of up to $23.3 million of liabilities.

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No. 00-03 58 (PJW) (Bankr. D. Del., September 27, 2000) (Cou rt approved a break-up fee of3.64%, or $4,000,000, in connection with $110,000,000 sale); In re Montgom ery Ward HoldingCorp., et al., Case No. 97-140 9 (PJW) (Bankr. D. D el., June 15, 1998) (Court approvedtermination fee of 2.7%, or $3,000,000, in connection with $11 0,000,000 sale of real estateassets); In re Medlab, Inc., Case No, 97-1893 (PJW) (Bankr. D. Del. April 28, 1998) (Courtapproved termination fee of 3.12%, or $250,000, in conn ection with $8,000,000 saletransaction); In re Anchor Container Corp. et, a!, Case No s. 96-1434 and 9 6-1516 (PJW ) (Bankr.D. Del. Dec. 20, 1996) (Cou rt approved termination fee of 2.43%, or $8,000,000, in connectionwith $327,900,000 sale of substantially all of Debtors assets); In re FoxM eyer Corp. et al., CaseNo. 96-1329 (HS B) through 96-1334 (HSB ) (Bankr. D. Del., Oct. 9,1996) (Court approvedtermination fee of 7.47%, or $6 ,500,000, in connection with $8 7,000,000 sale of substantially allof Debtors assets); In re Edison Bros. Stores. Inc. et al, Case No. 95-1354 (PJW) (Bankr. D.Del., Dec. 29, 1995) (Court approved termination fee of 3.5%, or $600,000, in connection w ith$17,000,000 sale o f Debtors entertainment division).

50.or the reasons set forth abov e, the Debtors respectfully request approvalof: (a) the proposed overbid protections including the Break-Up Fee and ExpenseReimbursemen t; (b) the Bid Procedures for the conduct of overbidding, the Auction andselection of the Successful Bidder; (c) the C ure Procedures set forth herein for notice tocounterparties under executory con tracts and leases proposed to be assumed and assigned inconnection with the proposed sale, and the determination and paym ent of Cure Costs to thosecounterparties; (d) the scheduling of the Sale Hearing and other matters for which scheduling isrequested herein; and (e) the related relief sought hereby.

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No Prior Reciuest51. No prior request for the relief sought in this Bid Procedures Mo tion has

been mad e to this or any other court.Notice

52. Notice of this Bid Procedures M otion either has been or will be given tothe following parties or, in lieu thereof, to their counsel, if known: (i) the Office of the UnitedStates Trustee and (ii) the Debtors prepetition secured lenders. Following the first day hearingin this case, this Bid Procedures M otion will be served o n (a) creditors holding the twenty largest

unsecured claims against the D ebtors as identified in the Debtors petitions, or their legal counsel(if known); and (b) those persons who have requested notice pursuant to Rule 2002 of theFederal Rules of Bankruptcy Procedure. The Debtors submit that, in light of the nature of therelief requested, no other o r further notice need be g iven.

[Remainder ofpage left intentionally blank]

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WH ERE FOR E, the Debtors respectfully request that the Court enter an order,substantially in the form filed contemporaneously w ith this Motion, granting the relief requestedherein and such other and further relief as this Court deems appropriate.

Dated: September , 2010 MILBANK, TWEED, HADLEY & MCCLOY LLPRobert Jay M oore (CA Bar No. 77495)Haig M. Maghakian (CA Bar No. 221 954)601 South Figueroa Street, 30th FloorLos Angeles, CA 900 17-5735Telephone: 213-892-4000Facsimile: 213-629-5063Email: [email protected]

hmaghakianmi1bank.com

PACHLILSKI STANG ZIEHL & JONES

Laura Davis Jones (DEBar No. 243 6)James E. ONeill (Bar No. 4042)Curtis Helm (DE Bar No. 4264)919 N orth Market Street, 1 7 t h FloorP.O. Box 8705(Courier Route 19801)Wilmington, DE 19898Telephone: 302-652-4100Facsimile: 302-652-4400E-mail: ljonespszjlaw.com

[email protected] Counsel for Debtorsand Deb tors in Possession

motion for asset sale in claim jumper bankruptcy case

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