notice of hearing and motion for order granting...

UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA

In re: Genmar Holdings, Inc., et al.1 Debtors.

Chapter 11

Case No. 09-43537

Jointly Administered

NOTICE OF HEARING AND MOTION FOR ORDER GRANTING

EXPEDITED RELIEF AND AUTHORIZING DEBTORS TO (I) CONTINUE THEIR EXISTING PROMOTIONAL PROGRAMS FOR RANGER BOATS AND (II) PAY

CERTAIN PREPETITION PROMOTIONAL CLAIMS FOR RANGER BOATS

TO: The parties specified in Local Rule 9013-3(a)(2).

1. Genmar Holdings, Inc., et al. (collectively, the “Debtors”) move the Court for the

relief requested below and gives notice of a hearing.

2. The Court will hold a hearing on this Motion at 9:30 a.m. on July 6, 2009, in

Courtroom No. 2B, United States Courthouse, 316 North Robert Street, St. Paul, Minnesota.

3. Local Rule 9006-1(b) provides deadlines for responses to this Motion. However,

given the expedited nature of the relief sought, Debtors do not object to written responses being

served and filed 48 hours prior to the hearing. UNLESS A RESPONSE OPPOSING THE

MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT

A HEARING.

1 Jointly administered debtors: Genmar Holdings, Inc., Case No. 09-43537; Carver Industries, L.L.C., Case

No. 09-43538; Carver Italia, L.L.C., Case No. 09-33773; Carver Yachts International, L.L.C., Case No. 09-33774; Genmar Florida, Inc., Case No. 09-43539; Genmar Industries, Inc., Case No. 09-43540; Genmar IP, LLC, Case No. 09-43541; Genmar Manufacturing of Kansas, Inc., Case No. 09-43542; Genmar Michigan, L.L.C., Case No. 09-43543; Genmar Minnesota, Inc., Case No. 09-33775; Genmar Tennessee, Inc., Case No. 09-43544; Genmar Transportation, Inc., Case No. 09-43545; Genmar Yacht Group, LLC, Case No. 09-43546; Marine Media, LLC, Case No. 09-43547; Minstar, LLC, Case No. 09-43548; Triumph Boats, Inc., Case No. 09-43550; Triumph Boat Rentals, L.L.C., Case No. 09-43551; VEC Leasing Services, L.L.C., Case No. 09-43552; VEC Management Co., L.L.C., Case No. 09-43553; VEC Technology, Inc., Case No. 09-43554; Windsor Craft Yachts, L.L.C., Case No. 09-43555; Wood Manufacturing Company, Inc., Case No. 09-43556.

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4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and

1334, Fed. R. Bankr. P. 5005 and Local Rule 1070-1. This proceeding is a core proceeding. The

petitions commencing these chapter 11 cases were filed on June 1, 2009 (the “Filing Date”). The

cases are now pending in this Court.

5. This Motion arises under 11 U.S.C. §§ 105(a) and 363(b). This Motion is filed

under Local Rules 9013-1 through 3. Notice of the hearing on this motion is provided pursuant

to Bankruptcy Rule 2002(a) and Local Rules 9013-1 through 3 and 2002-1(b). The Debtors

request an order authorizing the Debtors, in Debtors’ sole discretion, to (i) continue the

promotional programs for Ranger Boats and (ii) pay certain prepetition promotional expenses for

promotions of Ranger Boats. The grounds for this Motion are set forth below.

BACKGROUND

6. Genmar Holdings, Inc. (“Genmar”) was formed in 1994 to combine the

operations of IJ Holdings Corp. and Miramar Marine Corporation, each of which were under the

control of investor groups led by Irwin L. Jacobs (“Jacobs”). Jacobs later acquired other

companies in the marine industry that are now subsidiaries of Genmar. Genmar, through its

subsidiaries, is primarily engaged in the manufacture and/or sale of recreational power boats

under the brand names of Carver, Champion, Four Winns, Glastron, HydraSports, Larson,

Marquis, Ranger, Scarab, Seaswirl, Stratos, Triumph, Wellcraft, FinCraft, and Windsor Craft

Yachts. Debtors sell their products primarily through an established network of more than

1,000 independent dealers in the United States and throughout the world.

7. Overall, Debtors as a group are the second largest manufacturer and distributor of

fiberglass powerboats in the world, selling more than 24,000 units during its fiscal year ended

June 30, 2008. It estimates net revenues of approximately $460 million by the end of its fiscal

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year June 30, 2009. As of May 1, 2009, Company and its subsidiaries had approximately

1,500 employees with an average monthly payroll of $4.6 million.

8. Genmar’s subsidiaries included in the filing are all borrowers under Genmar’s

senior credit facility. Genmar has subsidiaries who are not borrowers and who are not debtors in

these cases. Genmar and its Debtor subsidiaries fall into the following categories:

Holding Companies

Genmar Holdings, Inc.—headquartered in Minneapolis, MN is the parent of wholly-owned Debtor subsidiaries Minstar, LLC, Marine Media, LLC, Windsor Craft Yachts, LLC, and Genmar Yacht Group, LLC. It employs corporate level professionals and staff to assist its subsidiaries in their operations.

Minstar, LLC—headquartered in Minneapolis, MN is the parent of wholly-owned Debtor subsidiary Genmar Industries, Inc.

Genmar Industries, Inc.—headquartered in Minneapolis, MN is the parent of wholly-owned Debtor subsidiaries Genmar Minnesota, Inc., Genmar Michigan, LLC, Genmar Tennessee, Inc., Carver Industries, LLC, Genmar IP, LLC, Genmar Florida, Inc., Triumph Boats, Inc., Triumph Boat Rentals, LLC, Genmar Transportation, Inc., and VEC Technology, Inc. These are the majority of the Debtor group operating assets. It also owns real property in Florida and Minnesota, and certain patents and trademarks used in some subsidiaries’ manufacturing and sales.

Marine Media, LLC—headquartered in Minneapolis, MN is the owner of 37.75% of non-debtor Wave South Florida, LLC and 50% owner of non-debtor Boat Show Group, LLC. It is a holding company for small investments in start-up companies related to the marine industry.

VEC Technology, Inc.—is a former operating company that is now inactive and holds the stock of Debtor subsidiaries VEC Management Co., LLC and VEC Leasing Services, Inc.

VEC Management Co., LLC and VEC Leasing Services, Inc.—headquartered in Minneapolis, MN are the majority owners of non-debtor VEC Technology, LLC.

Boat Manufacturing and Sales Companies

Carver Yachts International, LLC—headquartered in Pulaski, WI, this company engages in sales of Carver and Marquis yachts through an office in Monaco.

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Genmar Michigan, LLC—headquartered in Cadillac, MI, and formerly known as Four Winns Boats, LLC, this company owns and operates a manufacturing facility for and sells Four Winns and Wellcraft boats.

Genmar Minnesota, Inc. —headquartered in Little Falls, MN, and formerly known as Larson/Glastron Boats, Inc., this company owns and operates a manufacturing facility for and sells Larson, Glastron, Seaswirl, and FinCraft boats.

Genmar Tennessee, Inc.—headquartered in Murfreesboro, TN, and formerly known as Stratos Boats, Inc., this company owns and operates a manufacturing facility for and sells Stratos, Champion, and HydraSports boats.

Genmar Yacht Group, LLC—headquartered in Pulaski, WI, and formerly known as Carver Boat Corporation, LLC, this company owns and operates a manufacturing facility for and sells Carver and Marquis yachts.

Triumph Boats, Inc.—headquartered in Durham, NC, this company leases and operates a manufacturing facility for and sells Triumph boats.

Windsor Craft Yachts, LLC—headquartered in Minneapolis, MN, this company purchases, brands, and sells direct to the public wooden yachts that are manufactured on an exclusive basis by a third party in Turkey.

Wood Manufacturing Company, Inc.—headquartered in Flippin, AR, this company owns and operates a manufacturing facility for and sells Ranger boats.

Other Debtor Entities

Carver Industries, LLC and Genmar IP, LLC are headquartered in Minneapolis, MN. They own various items of intellectual property for the operating companies.

Genmar Transportation, Inc.—headquartered in Little Falls, MN, this company owns

real property adjacent to the Genmar Minnesota property and leases a fleet of semi-tractors and trailers to transport boats and other products for other subsidiaries and for third parties.

Carver Italia, LLC—now headquartered in Minneapolis, MN, this former operating company owns certain boat tooling and molds located in Fano, Italy and is liquidating its operating assets.

Genmar Florida, Inc. (f/k/a Wellcraft Marine Corp.), Genmar Manufacturing of Kansas, Inc., and Triumph Boat Rentals, LLC are inactive companies and borrowers under the Wells Fargo N.A. credit facility described below. 9. The marine industry began to be negatively impacted by a number of macro-

economic factors and other factors unique to the industry beginning in the fall of 2007. The

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Debtors responded immediately to these market conditions with operational changes, and infused

additional equity, but conditions continued to erode as overall economic concerns lead to falling

customer confidence and declines in retail sales. In addition, financing sources previously

available to Debtors and their dealers became more restrictive and, in some cases, unavailable.

The Debtors have, therefore, concluded that financing will only be available through the Debtor-

in-possession loan process, and are seeking relief through Chapter 11.

BACKGROUND RELEVANT TO THE RELIEF REQUESTED

10. Over the years, the Debtors have promoted the Ranger brand of boats through a

variety of marketing activities. These promotional activities have included holding an annual

conference in July of each year for dealers; providing gift certificates for branded sportswear and

fishing equipment to purchasers of Ranger boats; sponsoring the Bass Federation and running a

federation program called the Ranger Team Federation Program, wherein various Ranger Teams

compete; sponsoring professional fishermen and women in tournaments; sponsoring fishing

tournaments, including FLW tournaments, by providing boats and cash prizes; providing

tournament service support; and other similar types of activities (the “Promotional Programs”).

These Promotional Programs are described in more detail below.

11. These Promotional Programs have been very successful. As of the Filing Date,

Ranger Boats had the highest market share in its segment. The Ranger brand has developed a

very loyal following in the recreational and professional fishing circles, and has very high name

recognition in the industry. The Debtors view the Ranger brand as a very valuable asset, but one

that needs to continue to be promoted in order to preserve and maintain its value. Ranger Boats

will continue to support these marketing programs in the ordinary course of conducting its

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business. The annual dealer conference, which is a very successful way to promote the Ranger

Boat, has been scheduled for months, and is set to occur July 11-12, 2009.

12. Debtors have certain pre-petition expenses relating to the Promotional Programs

that were incurred prepetition and remain unpaid since the filing date (the “Prepetition

Promotional Claims”) relating to its marketing and Promotional Programs that Ranger Boats

believes need to be honored post-petition. Specifically, the Debtors wish to be given the

authority to honor those obligations that pertain to Promotional Programs where the failure to do

so would result in negative publicity to the Ranger brand or otherwise would damage the feeling

of goodwill that the owners or potential future owners of the Debtors products hold toward the

Ranger brand. By this Motion, Debtors seek permission to pay those Prepetition Promotional

Claims in order to continue the Promotional Programs without interruption.

THE PROMOTIONAL PROGRAMS

I. Sportswear Certificates

13. Historically, the Debtors have issued sportswear certificates to customers that

purchase a Ranger boat at retail or as promotional awards granted under a number of sponsorship

arrangements. These certificates can be redeemed by individuals through the purchase of

sportswear that features Ranger brand related logos and insignia. Debtors believe that providing

these certificates to customers is a meaningful incentive toward the customers buying decision

and that the ongoing marketing benefit of customers’ appearance in Ranger Sportswear are an

important way to promote the Ranger brand. As of the filing date, approximately $140,000 of

certificates that had been given to customers and others remained unredeemed. Debtors believe

that failure to honor those certificates that were outstanding at the filing date would result in

significant negative publicity and bad-will toward the Ranger brand.

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II. Competitive Fishing Programs

14. For many years, the Debtors have supported a number of competitive fishing

organizations and their participants through a variety of sponsorship arrangements and incentive

programs. The Debtors believe that these programs have helped to establish the Ranger brand as

the leader in its market segment by establishing a large and extremely loyal base of customers.

15. One of the most significant marketing efforts utilized by the Debtors is a program

called the Ranger Cup. The Ranger Cup is a program that rewards customer loyalty by

providing supplemental prizes to participants in numerous Ranger Sponsored competitive fishing

tournament events. To qualify for participation in the Ranger Cup, an angler must register for

the program and must meet certain eligibility requirements, which include the ownership of a

Ranger boat. Qualified anglers who win a Ranger sponsored fishing event are then eligible to

receive additional prize money or, in some circumstances, credit toward the purchase of a boat,

directly from the Debtors. The Debtors believe that the Ranger Cup program is a successful

promotional tool that promotes customer loyalty and provides the opportunity for an incremental

financial gain to an angler who chooses to use a Ranger boat rather than a competitive product.

The Debtors believe that the characteristics of the program directly relate to and support the

success of the Debtors’ business and to the value of the Ranger Boats brand. As of the filing

date, there was approximately $95,000 of cash prizes that were payable to participants in the

Ranger Cup program. In addition, certificates that are redeemable toward the purchase of

Ranger product in the approximate amount of $150,000 were also outstanding.

16. Debtors also have agreements in place with professional anglers, who play an

integral role in the ongoing Ranger marketing efforts. The Debtors contract with these

individuals to provide certain sales and marketing assistance, such as appearances at boat shows

and other Ranger sponsored events. In addition, these professional anglers serve as

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“ambassadors” of the Ranger brand at the many competitive fishing events that are held

throughout the United States. In exchange for these services, the Debtors have made

commitments to these anglers that include but are not limited to payment of sponsorship fees and

tournament entry fees on behalf of the angler, discounts on boat purchases, extended payment

terms on the purchase of boats, payment of appearance fees and related expenses, and personal

endorsement agreements. There is approximately $26,185 pre-petition owed related to these

agreements. Debtors believe that the amounts payable under this program are a critical

component of the goodwill represented by these professional anglers and that support of these

obligations will enhance the continuing value and market position of the Ranger brand.

17. Ranger Boats has a rich history of supporting a variety of different fishing

tournaments and other organizations that generally promote the sport of fishing in the United

States, including The Bass Federation, an organization with more than 30,000 members, and

Operation Bass, which operates the FLW series of fishing tournaments. The support includes

providing certificates for prize boats, providing prize boats in exchange for advertising,

providing qualified purchasers of the Debtor’s products with vouchers that may be used to pay

entry fees for Ranger sponsored tournaments, and the like. This support of these tournament

organizations has been a critical marketing tool to support the boat sales efforts.

18. The prepetition amount outstanding for advertising costs associated with these

tournament organizations is approximately $30,000, and the prepetition amount for prize boats is

approximately $500,000.

RELIEF REQUESTED

19. It is critical that Debtors be permitted, in their discretion, to continue the

Promotional Programs described above and ensure that the Prepetition Promotional Claims

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described herein continue to be processed and paid so that the Promotional Programs can

continue without interruption so that the Ranger brand value is preserved and maintained. Many

of the programs, like the annual dealer conference in July, are long-standing programs, such that

their continuation would be in the ordinary course. Given the dollars at issue, however, and out

of an abundance of caution, Debtors seek permission to continue those programs.

20. The Debtors will exercise the requested authority to continue with the

Promotional Programs and pay the Prepetition Promotional Claims in their discretion and in

accordance with their business judgment. The Debtors are conserving cash as they pursue a

reorganization to maximize the value of the estates. The Debtors intend to evaluate the relevant

facts and circumstances, as they change over time, to determine whether to continue any

particular Promotional Program or pay any particular Prepetition Promotional Claim.

21. Expedited relief is necessary in order to proceed with activities that have been

scheduled for many months, so that the promotional activities can continue unabated. The most

pressing example is the annual dealer conference, coming up on July 11-12, 2009. Continuing to

promote the Ranger Boat with dealers is critical to retaining market share for the Ranger Boat.

Other promotional activities are on-going through the summer months.

22. The Debtors have sufficient amounts available in their budget with Wells Fargo

Bank, National Association, Fifth Third Bank and GE Commercial Distribution Finance to pay

the Prepetition Promotional Claims.

23. In addition, by this Motion, the Debtors request that all applicable banks and other

financial institutions be authorized and directed, when requested by the Debtors in the Debtors’

sole discretion, to receive, process, honor and pay any and all checks presented for payment of,

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and to honor all fund transfer requests made by the Debtors related to, the Prepetition

Promotional Claims.

24. Nothing contained herein is intended or should be construed as: (a) an admission

as to the amount, validity or priority of any claim against the Debtors; (b) a waiver of the

Debtors’ rights to dispute any claim on any grounds; (c) a promise to pay any claim; (d) an

implication or admission that any particular claim is a Prepetition Promotional Claim; or (e) a

request to assume any executory contract or unexpired lease, pursuant to section 365 of the

Bankruptcy Code.

25. Pursuant to Local Rule 9013-2, this motion is verified and is accompanied by a

Memorandum of Law, proposed Order and proof of service.

26. Pursuant to Local Rule 9013-2, Debtors give notice that they may, if necessary

call David J. Huls, Chief Financial Officer of Genmar Holdings, Inc., to testify at the hearing on

the motion regarding the facts set out herein. The witness’s business address is 2900 IDS Center,

80 South Eighth Street, Minneapolis, MN 55402.

WHEREFORE, Debtors move the Court for an order authorizing the Debtors, in Debtors’

sole discretion, to (i) continue the existing Promotional Programs and (ii) pay certain Prepetition

Promotional Claims.

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Dated: June 30, 2009 FREDRIKSON & BYRON, P.A. /s/ Ryan T. Murphy James L. Baillie (#3980) Faye Knowles (#56959) Ryan T. Murphy (#311972) Douglas W. Kassebaum (#0386802) Kendall L. Bader (#389001) 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 Phone (612) 492-7000 Fax (612) 492-7077 [email protected] [email protected] [email protected] [email protected] [email protected] ATTORNEYS FOR DEBTORS

4578123_1.DOC



Chapter 11

Case No. 09-43537


MEMORANDUM OF LAW IN SUPPORT OF DEBTORS’ MOTION FOR AN

ORDER AUTHORIZING DEBTORS TO (I) CONTINUE THEIR EXISTING PROMOTIONAL PROGRAMS FOR RANGER

BOATS AND (II) PAY CERTAIN PREPETITION PROMOTIONAL CLAIMS

This Memorandum of Law is submitted in support of the Debtors’ Motion for an order

authorizing the Debtors, in their sole discretion, to (A) continue their existing Promotional

Programs related to Ranger boats and (B) pay certain prepetition Promotional Claims, insofar as

the Debtors’ failure to pay these amounts, where necessary or appropriate, could adversely effect

their administration of these chapter 11 cases and their ability to preserve going concern value.

BACKGROUND

The facts underlying the Motion are set out in the verified Motion. All capitalized terms

have the meaning ascribed to them in the Motion.



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ARGUMENT

I. CAUSE EXISTS TO REDUCE NOTICE OF HEARING ON THE MOTION.

Federal Rule of Bankruptcy Procedure 4001(d) provides that a court may commence a

hearing on the use of property no earlier than fifteen days after service of the motion. The Rule

further provides that a court may fix a different time frame in which objections must be filed.

Finally, Local Rule 9006-1(e) permits a party to serve moving papers on shorter than 10 days

notice for cause.

Here, cause exist to reduce notice of the hearing and allow Debtors to proceed with their

Promotional Programs and pay certain pre-petition Promotional Claims in the discretion of the

Debtors. The Promotional Programs have been very successful – Ranger Boats have a very high

market share. In order to maintain that market share, the Promotional Programs must continue,

including the annual dealer conference set for mid-July 2009. Therefore, cause exists to reduce

notice of hearing on the interim Motion.

II. THE COURT SHOULD AUTHORIZE DEBTORS TO CONTINUE THE PROMOTIONAL PROGRAMS AND PAY CERTAIN PRE-PETITION PROMOTIONAL CLAIMS BECAUSE THERE ARE BUSINESS JUSTIFICATIONS AND IT IS IN THE BEST INTERESTS OF THE ESTATES AND CREDITORS.

Section 105(a) of the Bankruptcy Code, which codifies the equitable powers of

bankruptcy courts, authorizes the Court to “issue any order, process, or judgment that is

necessary or appropriate to carry out the provisions of [the Bankruptcy Code].” 11 U.S.C.

§ 105(a). It is well established that under the “doctrine of necessity” that bankruptcy courts have

the equitable power to authorize the payment of prepetition claims where such payments are

necessary to preserve the value of a debtor’s business or assets, thereby facilitating the

chapter 11 process. See, e.g., Miltenberger v. Logansport, Crawfordsville and Southwestern Ry.

Co., 106 U.S. 286, 311 (1882) (holding that “[m]any circumstances may exist which may make it

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necessary and indispensable to . . . the preservation of the property, for the receiver to pay

pre-existing debts of certain classes out of the earnings of the receivership . . .”); see also Mich.

Bureau of Workers’ Disability Comp[. v. Chateaugay (In re Chateaugay), 80 B.R. 279, 285-87

(S.D.N.Y. 1987) (finding that a court’s equitable powers include authorizing a debtor to pay

prepetition debts).

The bankruptcy court’s exercise of its authority under the “doctrine of necessity” is

appropriate to carry out specific statutory provisions of chapter 11, specifically sections 1107(a),

1108 and 363(b)(1) of the Bankruptcy Code, which authorize a debtor in possession to maintain

and operate the debtor’s business and use estate property outside of the ordinary course of

business.2 Indeed, a debtor in possession has a duty to protect and preserve the value of its

assets, and prepetition claims may be paid if necessary to perform the debtor’s duty. See In re

Tusa-Expo Holdings, Inc., No. 08-45057 (DML) 2008 WL 4857954 at*3 (Bankr. N.D. Tex.

2008) (noting the necessity of permitting the payment of prepetition employee wages, workers’

compensation obligations and other similar benefits in chapter 11 bankruptcy, “notably . . .

[where] employee turnover can inhibit a debtor’s ability to perform its chapter 11 duties”); In re

CoServ, L.L.C., 273 B.R. 487, 497 (Bankr. N.D. Tex. 2002) (“There are occasions when this

duty can only be fulfilled by the preplan satisfaction of a prepetition claim”); In re Gulf Air, Inc.,

112 B.R. 152, 154 (Bankr. W.D. La. 1989) (authorizing the debtor to pay certain prepetition

employee claims for wages, health and life insurance and workers’ compensation premiums).

Accordingly, a bankruptcy court’s exercise of its authority under section 105(a) of the

Bankruptcy Code is appropriate to carry out one of the central policies underlying chapter 11: to

preserve value and maximize property available to satisfy all stateholders.

2 Here, the Promotional Programs are long-standing and are arguably in the ordinary course of the

Debtors’ business. Because the amounts at issue are large, and out of an abundance of caution, Debtors seek permission through this present Motion to continue the Promotional Programs.

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Moreover, recently implemented changes to the Bankruptcy Rules confirm that the Court

may authorize the postpetition satisfaction of prepetition claims by reference to standards

mirroring those articulated by courts with respect to the doctrine of necessity. Specifically,

Bankruptcy Rule 6003(b) provides, in relevant part, that “[e]xcept to the extent that relief is

necessary to avoid immediate and irreparable harm, the court shall not, within 20 days after the

filing of the petition, grant relief regarding . . . a motion to pay all or part of a claim that arose

before the filing of the petition.” This rule plainly implies that, where the failure to grant any

such requested relief would result in immediate and irreparable harm to the Debtors’ estates, the

Court may allow the Debtors to pay (prior to the twenty-first day following the Petition Date) all

or part of a prepetition claim.

Although few court decisions have been rendered on this barely year-old rule, the

“immediate and irreparable harm” standard established by Bankruptcy Rule 6003(b) appears to

be essentially congruent with the “necessary and indispensable to . . . the preservation of

property” standard established by the Supreme Court in Miltenberger (as described above). See

Miltenberger, 106 U.S. at 311; see also In re Frontier Airlines Holdings, Inc., No. 08-11298

(RDD) (Bankr. S.D.N.Y. Apr. 14, 2008) (finding that debtors had satisfied the standard of

Bankruptcy Rule 6003(b) where “immediate relief [was] necessary to avoid irreparable harm”

and ordering that the debtor could make expenditures related to certain prepetition customer

obligations). Accordingly, Bankruptcy Rule 6003(b), in addition to providing independent

grounds of the authorization of payment of prepetition claims, serves to complement the doctrine

of necessity.

Here, as set forth in the Motion, it is critical to the Ranger brand that the Debtors be

permitted, in their discretion, to continue the Ranger Promotional Programs and ensure that the

Prepetition Promotional Claims described herein be processed and paid. Absent that relief, the

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value of the Ranger brand will most assuredly diminish, thereby harming the estates and the

creditors.

CONCLUSION

The Debtors therefore respectfully request that the Court grant the relief on requested and

enter the proposed order.

Dated: June 30, 2009 FREDRIKSON & BYRON, P.A. /s/ Ryan T. Murphy James L. Baillie (#3980) Faye Knowles (#59659) Ryan T. Murphy (#311972) Douglas W. Kassebaum (#0386802) Kendall L. Bader (#389001) 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 Phone (612) 492-7000 Fax (612) 492-7077 [email protected] [email protected] [email protected] [email protected] [email protected] ATTORNEYS FOR DEBTORS

4578840_1.DOC



Chapter 11

Case No. 09-43537


CERTIFICATE OF SERVICE

Ryan T. Murphy, under penalty of perjury, states that on June 30, 2009, he caused to be served the following:

1. Notice of Hearing and Motion for Order Granting Expedited Relief and Authorizing Debtors to (I) Continue Their Existing Promotional Programs for Ranger Boats and (II) Pay Certain Prepetition Promotional Claims for Ranger Boats;

2. Memorandum of Law in Support of Debtors’ Motion for an Authorizing Debtors to (I) Continue Their Existing Promotional Programs for Ranger Boats and (II) Pay Certain Prepetition Promotional Claims for Ranger Boats;

2. Proposed Order; and 3. Certificate of Service

by sending true and correct copies to all parties on the attached Service List as indicated therein. Dated: June 30, 2009 /s/ Ryan T. Murphy Ryan T. Murphy 4584136_1.DOC


No. 09-43538; Carver Italia, L.L.C., Case No. 09-33773; Carver Yachts International, L.L.C., Case No. 09-33774; Genmar Florida, Inc., Case No. 09-43539; Genmar Industries, Inc., Case No. 09-43540; Genmar IP, L.L.C., Case No. 09-43541; Genmar Manufacturing of Kansas, Inc., Case No. 09-43542; Genmar Michigan, L.L.C., Case No. 09-43543; Genmar Minnesota, Inc., Case No. 09-33775; Genmar Tennessee, Inc., Case No. 09-43544; Genmar Transportation, Inc., Case No. 09-43545; Genmar Yacht Group, LLC, Case No. 09-43546; Marine Media, L.L.C., Case No. 09-43547; Minstar, L.L.C., Case No. 09-43548; Triumph Boats, Inc., Case No. 09-43550; Triumph Boat Rentals, L.L.C., Case No. 09-43551; VEC Leasing Services, L.L.C., Case No. 09-43552; VEC Management Co. L.L.C., Case No. 09-43553; VEC Technology, Inc., Case No. 09-43554; Windsor Craft Yachts, L.L.C., Case No. 09-43555; Wood Manufacturing Company, Inc., Case No. 09-43556.

Genmar Holdings, Inc. and Related Debtors MASTER SERVICE LIST Bky No. 09-43537 NOTE: Served via Express Mail except those parties whose contact information includes an e-mail address were served via e-mail

4565297_4.doc

US Trustee and Other Required Parties

U.S. Trustee's Office 1015 US Courthouse 300 S Fourth St Minneapolis MN 55415 [email protected]

U.S. Trustee's Office 1015 US Courthouse 300 South Fourth Street Minneapolis MN 55415 [email protected]

IRS District Counsel 380 Jackson St, Ste 650 St Paul MN 55101-4804

Internal Revenue Service Wells Fargo Place 30 E 7th St, Mail Stop 5700 St Paul MN 55101

MN Department of Revenue Collection Enforcement 551 Bankruptcy Section 600 North Robert Street PO Box 64447 St Paul MN 55101-2228

US Attorney 600 US Courthouse 300 S Fourth St Minneapolis MN 55415

Minnesota Department of Economic Security 332 Minnesota Street St. Paul MN 55101-1351

Debtors

Genmar Holdings, Inc. and other Debtors Genmar Holdings, Inc. Attention: David Huls 2900 IDS Center 80 South Eighth Street Minneapolis MN 55402-2100 612-337-1930 (fax) [email protected]

Major Secured Creditors

Wells Fargo Bank, NA Michael R. Stewart Lyle Ward Sara Bruggeman Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh St Minneapolis MN 55402-3901 [email protected] [email protected] [email protected]

Fifth Third Bank James Markus 1700 Lincoln Suite 4000 Denver CO 80203 [email protected]

GE Commercial Distribution Finance Corporation Thomas J. Lallier Jeffrey D. Klobucar Foley & Mansfield, PLLP 250 Marquette Ave, Ste 1200 Minneapolis MN 55401 [email protected] [email protected]

GE Commercial Distribution Finance Michael C. Rupe Heath D. Rosenblat King & Spalding LLP 1185 Avenue of the Americas New York NY 10036 [email protected] [email protected]

Twin Lakes Community Bank PO Box 1229 301 South 1st St Flippin AR 72634

Textron Financial Corporation Paul L. Ratelle Fabyanske Westra Hart & Thomson PA 800 LaSalle Ave S, Ste 1900 Minneapolis MN 55402 612-359-7600 (telephone) 612-359-7602 (fax) [email protected]

Textron Financial Corporation Textron Financial Canada, Ltd. Steven E. Fox Paul Traub Brett J. Nizzo Maura I. Russell Epstein Becker & Green PC 250 Park Ave New York NY 10177-1211 [email protected] [email protected] [email protected] [email protected] Yamaha Motor Corporation USA Timothy D. Moratzka, Esq. 1400 AT&T Tower 901 Marquette Ave Minneapolis MN 55402 612-305-1414 (fax) [email protected]

Committee of Unsecured Creditors

Phillip Bohl William J. Fisher Henry Wang Gray Plant Mooty Mooty & Bennett PA 500 IDS Ctr, 80 S 8th St Minneapolis MN 55402 612-632-3000 (telephone) 612-632-4444 (fax) [email protected] [email protected] [email protected]

Requests for Notice

Terry Lange Hagemeyer NA Financial Service Center 11680 Great Oaks Way Alpharetta GA 30022

Hagemeyer NA Cynthia J. Lowery Moore & Van Allen PLLC 40 Calhoun St, Ste 300 PO Box 22828 Charleston SC 29413-2828 [email protected]


4565297_4.doc

Hagemeyer NA/Navico, Inc. Larry B. Ricke Spence Ricke & Sweeney PA 325 Cedar St, Ste 600 St Paul MN 55101 651-223-8000 (telephone) 651-223-8003 (fax) [email protected]

Bombardier Recreational Products Kevin D. Hofman Halleland Lewis Nilan & Johnson PA 600 US Bank Plaza South 220 S Sixth St Minneapolis MN 55402 612-338-7858 (fax) [email protected]

Inland American Office Management and MB Minneapolis 8th St LLC Kevin M. Newman Menter Rudin & Trivelpiece PC 308 Maltbie St, Ste 200 Syracuse NY 13204-1498 315-474-4040 (fax) [email protected]

Volvo Penta of the Americas Inc./ Volvo Financial Service North America/ VFS Leasing Co. Cass S. Weil John K. Rossman Sarah E. Doerr Moss & Barnett PA 4800 Wells Fargo Center, 90 S 7th St Minneapolis MN 55402-4129 [email protected] [email protected] [email protected]

Lindy Lazar Gregory M. Luyt Bowerman Bowden Ford Clulo & Luyt 620-A Woodmere Traverse City MI 49686 231-941-8192 (fax) [email protected] [email protected]

Llebroc Industries Aaron Z. Tobin Anderson & Jones PLLC One Galleria Tower 13355 Noel Rd, Ste 1900 Dallas TX 75240 972-789-1160 (telephone) [email protected]

Kubota Credit Corp. Joe M. Lozano, Jr. National Bankruptcy Services.com LLC F#2390-N-2696 9441 LBJ Freeway, Ste 350 Dallas TX 75243 972-643-6600 (telephone) 972-643-6698 (fax) [email protected]

MB Minneapolis 8th St LLC Jane S. Welch Michael T. Berger Morrison Fenske & Sund PA 5125 Cty Rd 101, Ste 202 Minnetonka MN 55345 952-975-0050 (telephone) 952-975-0058 (fax) [email protected] [email protected]

Linda Boyle TW Telecom, Inc. 10475 Park Meadows Dr, #400 Littleton CO 80124 303-566-1284 (telephone) 303-566-1010 (fax)

Nancy Adelmann Vice President, Finance Normark Corporation d/b/a Rapala 10395 Yellow Circle Drive Hopkins MN 55343-9101 952-939-4361 (telephone) 952-933-7329 (fax) [email protected]

Vicem Yachts, Inc./Vicem Yat Saniyi ve Ticaret AS Ralph V. Mitchell Lapp Libra Thomson Stoebner & Pusch One Financial Plaza, Ste 2500 120 S 6th St Minneapolis MN 55402 612-338-5815 (telephone) 612-338-6651 (fax) [email protected]

Vicem Yachts, Inc./Vicem Yat Saniyi ve Ticaret AS Steven J. Cohen Wachtel & Masyr LLP 110 E 59th St New York NY 10022 212-909-9500 (telephone) [email protected]

North American Composites Co./ Interplastic Corp. Ivan M. Levy Interplastic Corporation & Subsidiaries 1225 Willow Lake Blvd St Paul MN 55110-5145 651-481-6871 (telephone) 651-481-9836 (fax) [email protected]

Dometic Corporation Lester Turchin 2000 N Andrews Ave Pompano Beach FL 33069 954-633-3158 (telephone) 954-979-4414 (fax)

Constellation NewEnergy, Inc. Bruce J. Ruzinsky D. Elaine Conway Jackson Walker LLP 1400 McKinney St, Ste 1900 Houston TX 77010 713-752-4200 (telephone) 713-752-4221 (fax) [email protected] [email protected]

Constellation NewEnergy, Inc. Heather M. Forrest Jackson Walker LLP 901 Main St, Ste 6000 Dallas TX 75202 214-953-6000 (telephone) 214-953-5822 (fax) [email protected]


4565297_4.doc

Florida Self-Insurers Guaranty Assn. James E. Sorenson Williams Gautier Gwynn DeLoach & Sorenson PA PO Box 4128 Tallahassee FL 32315-4128 850-386-3300 (telephone) 850-205-4755 (fax)

Beverly H. Shideler IBM Corporation Two Lincoln Centre Oakbrook Terrace IL 60181 877-876-7781 (phone) 845-491-3275

Rodney & Barbara Voisine Leonard J. Koenick Kivitz & Liptz LLC 5454 Wisconsin Ave, Ste 650 Chevy Chase MD 20815 301-951-3400 (telephone) 301-951-3646 (fax) [email protected]

Michael L. Murawski 5 Hickory Ln Plumsted NJ 08533 [email protected]

Andy Gravina Special Handling Group IBM Credit LLC 4111 Northside Pky Atlanta GA 30327

Financial Protection Corp./ Lyndon Property Co. David E. Runck Fafinski Mark & Johnson PA 400 Flagship Corporate Center 775 Prairie Center Dr Eden Prairie MN 55344 952-995-9500 (telephone) 952-955-9577 (fax) [email protected]

Taylor Made Group, Inc. Jeffrey A. Cooper Carella Byrne Bain Gilfillan, et al. 5 Becker Farm Rd Roseland NJ 07068 973-422-5573 (telephone) [email protected]

Veada Industries, Inc. Michael F. DeBoni 130 N Main St PO Box 575 Goshen IN 46527-0575 574-533-1171 (telephone) 574-534-4174 (fax) [email protected]



Chapter 11

Case No. 09-43537


ORDER, PURSUANT TO SECTIONS 105(a) AND 363(b) OF THE BANKRUPTCY

CODE, AUTHORIZING DEBTORS TO (I) CONTINUE THEIR EXISTING RANGER PROMOTIONAL PROGRAMS AND (II) PAY CERTAIN

PREPETITION PROMOTIONAL CLAIMS

The Debtors’ Motion for an Order Authorizing Debtors to (I) Continue Their Existing

Ranger Promotional Programs and (II) Pay Certain Prepetition Promotional Claims (“Motion”)

came on for a hearing before the undersigned United States Bankruptcy Judge. Appearances are

noted on the record. All capitalized terms not otherwise defined in this Order have the meaning

ascribed to them in the Motion.

Based upon the arguments of counsel, all the files, records and proceedings herein, the

Court being advised in the premises in the Court’s findings of fact and conclusions of law, if any,

have been stated orally and recorded in open court following the close of argument:

IT IS HEREBY ORDERED,

1. Debtors’ Motion for expedited relief is granted.

2. The Debtors are authorized, in the Debtors’ sole discretion, to continue their

existing Ranger Promotional Programs and take such steps as are necessary or appropriate to



2

provide for the Prepetition Promotional Claims to be processed and paid in the ordinary course

of the Debtors’ businesses.

3. The Debtors banks and other financial institutions are authorized and directed,

when requested by the Debtors in the Debtors’ sole discretion, to receive, process, honor, and

pay all checks presented for payment of, and to honor all fund transfer requests made by the

Debtors related to, Prepetition Promotional Claims.

4. Nothing in the Motion or this Order, nor the Debtors’ payment of claims pursuant

to this Order, shall be deemed or construed as: (a) an admission as to the amount, validity or

priority of any claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute any claim

on any grounds; (c) a promise to pay any claim; (d) an implication or admission that any

particular claim is a Prepetition Promotional Claim; or (e) a request to assume any executory

contract or unexpired lease, pursuant to section 365 of the Bankruptcy Code.

Dated: ___________, 2009

United States Bankruptcy Judge 4578847_1.DOC

notice of hearing and motion for order granting...

Documents