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Inre
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al.,
1
Case No. 10-__ _
Debtors. (Joint Administration Requested)
DEBTORS' MOTION FOR AN ORDER (I) UNDER 11 U.S.C. 102(1)
SHORTENING NOTICE RELATING TO SOLICITATION
PROCEDURES MOTION AND HEARING ON APPROVAL OF
DISCLOSURE STATEMENT AND (II) APPROVING FORM, MANNER
AND SUFFICIENCY OF NOTICE OF HEARING
Crdentia Corp. ("Crdentia") and its affiliated debtors and debtors in possession
(collectively with Crdentia, the "Debtors"), by and through their undersigned counsel, hereby
move this court (the "Motion") for entry of an order, substantially in the form attached hereto as
Exhibit A, ( i) pursuant to section 1 02( 1) of title 11 of the United States Code (the "Bankruptcy
Code"), Rule 9006(c)(i) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules")
and Rule 9006-l(e) of the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware (the "Local Rules"), authorizing
consideration on shortened notice of (a) the Motion Of Debtors For The Entry Of An Order (I)
Approving Disclosure Statement, (II) Establishing Procedures For Solicitation And Tabulation
Of Votes To Accept Or Reject Joint Chapter II Plan Of Reorganization, (III) Establishing
Voting Record Date, (IV) Scheduling A Hearing On Confirmation Of Joint Plan Of
Reorganization, (V) Approving The Form Of Ballots And Solicitation Materials, (VI) Approving
The Debtors, along wifu fue last four digits of their federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Aoderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Healfu Industry Professionals, LLC (4246), HIP Holding, loc. (3468), MP
Healfu Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The Debtors' mailing
address for purposes offuese eases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
{BAY:01512259vl}
Related Notice Procedures, (VII) Approving The Balloting Agent, (VIII) Approving Cure
Procedures And (IX) Granting Related Relief(the "Solicitation Procedures Motion") and (b) the
Disclosure Statement Pursuant To Section 1125 Of The Bankruptcy Code For Debtors' Joint
Chapter 11 Plan Of Reorganization (the "Disclosure Statement"), and (ii) approving the form,
manner and sufficiency of notice of the hearing on the Solicitation Procedures Motion and the
Disclosure Statement, substantially in the form attached hereto as Exhibit B (the "Disclosure
Statement Notice").
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In support of this Motion, the Debtors rely on the Declaration of Rebecca
Irish in Suppmt of the Debtors' Chapter I 1 Petitions and First Day Pleadings (the "Irish
Declaration"). In finther support of this Motion, the Debtors respectfully represent as follows:
JURISDICTION
I. The Comt has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334. This matter is a core proceeding within the meaning of28 U.S. C. 157(b)(2). Venue
is proper pursuant to 28 U.S. C. 1408 and 1409.
2. The statutory basis for the relief requested herein is section 102(1) of the
Bankmptcy Code, as supplemented by Bankruptcy Rules 9006 and Local Rule 9006-1(e).
BACKGROUND
3. The Debtors commenced these cases by the filing of voluntary petitions
for relief under chapter 11 of the Bankruptcy Code on March 17, 2010 (the "Petition Date").
Pmsuant to sections I I 07( a) and I I 08 of the Bankruptcy Code, the Debtors are operating their
businesses and managing their affairs as debtors in possession. As of the date hereof, no
creditors committee, trustee or examiner has been appointed in any of these chapter I 1 cases.
4. A description of the Debtors' businesses, capital structme, and the
Capitalized tenns used but not defined hereio have the meaoiogs ascribed to thero io the Plan.
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circumstances leading to these chapter 11 filings is contained in the Irish Declaration, f:tled
contemporaneously herewith and incorporated herein by reference.
5. On the Petition Date, the Debtors filed, inter alia: (i) the Debtors' Joint
Chapter II Plan of Reorganization (the "Plan"); (ii) Disclosure Statement; and (iii) the
Solicitation Procedures Motion.
6. The Debtors have proposed the Plan pursuant to the terms of that certain
Plan Support Agreement, dated March 17, 2010 (the "PSA"), among the Debtors and their
secured lender, Com Vest Capital, LLC ("Com Vest"). Under the terms of the Plan, the Debtors
will solicit bids for the sale of the Debtors or their assets. In the event one or more Qualified
Bids (as defined in the Motion of The Debtors For An Order (!) Approving Bidding Procedures
For The Sale Of The Debtors Or Their Assets, And (II) Scheduling An Auction) is received, the
Debtors will Sell the assets to the highest bidder. If no bids are received, CornY est will acquire
substantially all of the equity interests of the reorganized Debtors in exchange for, inter alia, its
financial contributions to the Debtors' bankruptcy estates, which will make possible meaningful
distributions to the Debtors' creditors.
RELIEF REQUESTED
7. By this Motion, the Debtors seek an order (i) shortening the notice period
required for a hearing on the Solicitation Procedures Motion (including, without limitation, the
Debtors' request therein for approval ofthe Disclosure Statement), and setting on or about April
8, 2010 as the hearing date for said relief; (ii) setting April 6, 2010, at 4:00 p.m. (prevailing
Eastem Time) as the deadline to object to the Solicitation Procedures Motion and the Disclosure
Statement; (iii) approving the form, manner and sufficiency of the notice of the hearing on the
Solicitation Procedures Motion and Disclosure Statement, substantially in the form of the
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Disclosure Statement Notice; and (iv) granting such other and further relief as the Court deems
just and proper.
BASIS FOR RELIEF REQUESTED
A. Shortening Time Period For Hearing On Solicitation
Procedures Motion And Disclosure Statement
8. Bankmptcy Rule 3017(a) provides that a hearing on a disclosure statement
shall be conducted on "at least 28 days' notice to the debtor, creditors, equity security holders
and other parties in interest .... " Bankmptcy Rule 9006( c)( 1) authorizes the Court to reduce the
period required by the Bankmptcy Rules, subject to cettain exceptions, inapplicable here, set
fmih in Bankmptcy Rule 9006(c)(2). Local Rule 9006-1(e) further provides for shortened notice
"by order of the Comt, on written motion (served on all interested parties) specifying the
exigencies justifying shmienednotice." Del. Bankr. L.R. 9006-1(e).
9. Shmtening notice of the hearing on the Solicitation Procedures Motion
and the Disclosure Statement is justified. The success of the Debtors' reorganization is
dependent on the expeditious confirmation and consummation of the Plan. The Plan, by its
terms must be confnmed by May 31, 2010. There are several reasons for this deadline. First, the
Debtors continue to operate their businesses. The specter of a bankruptcy case has a negative
impact on their business operations; as it is difficult to obtain new clients or even keep existing
clients when a business' continued existence is called into question. Fmiher, the longer the
Debtors remain in bankruptcy, the greater the expense.
10. By comparison, given the pa.tiicular circumstances of these cases,
shmtening the time period for approval of the Disclosure Statement is unlikely to prejudice any
other party in interest. The primary economic stakeholder in these cases - ComVest, as the
Secured Lender - has been heavily engaged in the Debtors' restructuring efforts since well
4
before the Petition Date and has committed to vote in favor of the Plan. Moreover, the Plan
provides that Trade Claims will be in cash in full within 30 days of the Plan's Effective Date.
The Debtors believe that the foregoing constituencies account for the largest portion of their
creditor body in both number and amount.
II. In short, time is of the essence if the Debtors are to have a successful
reorganization that benefits their creditors and stakeholders. Therefore, the Debtors believe that
a hearing on the Solicitation Procedures Motion on shortened notice is in the best interests of the
Debtors' estates and creditors.
B. Approval Of Form And Manner OfNotice
12. The Debtors intend to serve a copy of the Solicitation Procedures Motion,
the Disclosure Statement, the Plan and the Disclosure Statement Notice on the following parties:
(a) the United States Trustee; (b) those parties listed on the consolidated list of creditors holding
the twenty (20) largest unsecured claims against the Debtors, as identified in their chapter 11
petitions; (c) counsel for ComVest; (d) the Securities and Exchange Commission; and (e) all
parties filing requests for notice pursuant to Bankruptcy Rule 2002(i) in these chapter 11 cases.
In addition to serving the Disclosure Statement Notice on the foregoing pruiies, the Debtors
intend to serve the Disclosure Statement Notice on all other persons and entities to whom service
is required to be made under Bankmptcy Rule 3017(a). Considering the circumstances, the
Debtors submit that no other or further notice is required.
13. The Debtors also respectfully submit that the form of the Disclosure
Statement Notice should be approved by this Court. The Disclosure Statement is reasonably
calculated to put all appropriate parties-in-interest on notice of the relief requested in the
Solicitation Procedures Motion, including approval of the Disclosure Statement.
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NOTICE AND CONSULTATION
14. Notice of the Motion is being given via facsimile, electronic transmission,
hand delivery or overnight mail to: (a) the United States Trustee; (b) those parties listed on the
consolidated list of creditors holding the twenty (20) largest unsecured claims against the
Debtors, as identified in their chapter 11 petitions; (c) counsel for Com Vest; (d) the Securities
and Exchange Commission; and (e) all pmiies filing requests for notice pursuant to Bankruptcy
Rule 2002(i) in these chapter 11 cases. The Debtors submit that under the circumstances no
other or further notice is necessary.
15. The Debtors have consulted with Com Vest about the relief sought in this
Motion, and understand that they have no objection to the relief being sought in this Motion.
NO PRIOR REQUEST
16. No prior request for the relief sought herein has been made to this or any
other comi.
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WHEREFORE, the Debtors respectfully request that the Court enter an order,
substantially in the form attached hereto as Exhibit A, (i) shortening the notice period required
for a hearing on the Solicitation Procedures Motion (including, without limitation, the Debtors'
request therein for approval of the Disclosure Statement), and setting on or about AprilS, 2010
as the hearing date for said relief; (ii) setting April 6, 2010, at 4:00 p.m (prevailing Eastern
Time) as the deadline to object to the Solicitation Procedures Motion and the Disclosure
Statement; (iii) approving the form, manner and sufficiency of the notice of the hearing on the
Solicitation Procedures Motion and Disclosure Statement, substantially in the form of the
Disclosure Statement Notice attached hereto as Exhibit B; and (iv) granting such other and
fmther relief as the Court deems just and proper.
March 17,2010
Wilmington, Delaware BAYARD, P.A.
Jamie L. Edmonson (No. 4247)
222 Delaware A venue, Suite 900
Wilmington, DE 19801
Phone: (302) 655-5000
Fax: (302) 658-6395
-and-
GERSTEN SAVAGE, LLP
Paul Rachmuth
600 Lexington A venue
New York, New York 10022
Telephone: (212) 752-9700
Facsimile: (212) 980-5192
Proposed Counsel for the Debtors and
Debtors in Possession
7
EXIITBIT A
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Inre Chapter 11
CRDENTIA CORP., et al./ Case No. 10-
---
Debtors. (Joint Administration Requested)
ORDER (I) UNDER 11 U.S.C. 102(1) SHORTENING NOTICE RELATING
TO SOLICITATION PROCEDURES MOTION AND HEARING ON
APPROVAL OF DISCLOSURE STATEMENT AND (II) APPROVING FORM,
MANNER AND SUFFICIENCY OF NOTICE OF HEARING
Upon the motion dated March 17, 2010 (the "Motion")
2
of Crdentia Corp.
("Crdentia") and its affiliated debtors and debtors in possession (collectively with Crdentia, the
"Debtors"), for entry of an order, as more fully described in the Motion, (i) pmsuant to section
102(1) of title 11 of the United States Code (the "Bankmptcy Code"), Rule 9006(c)(i) of the
Federal Rules of Bankmptcy Procedme (the "Bankruptcy Rules") and Rule 9006-l(e) of the
Local Rules of Bankruptcy Practice and Procedme of the United States Bankmptcy Court for the
District of Delaware (the "Local Rules"), authorizing consideration on shortened notice of (a) the
Motion Of Debtors For The Entry Of An Order (I) Approving Disclosure Statement, (II)
Establishing Procedures For Solicitation And Tabulation Of Votes To Accept Or Reject Joint
Chapter 11 Plan Of Reorganization, (III) Establishing Voting Record Date, (IV) Scheduling A
Hearing On Confirmation Of Joint Plan Of Reorganization, (V) Approving The Form Of Ballots
And Solicitation Materials, (VI) Approving Related Notice Procedures, (VII) Approving The
TI1e Debtors, alorrg with the last four digits of their federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporatiou (9736), Health Industry Professionals, LLC ( 4246), HIP Holdiug, Inc. (3468), MP
Health Corp. (4403), New Age Staffing, Inc. (1214) aud Nurses Network, Inc. (6291). The Debtors' mailing
address for purposes of these cases is 1964 Howell Brauch Road, Ste. 206, Winter Park, Florida 32792.
2
Capitalized terms used but not defined herein shall have the meauing ascribed to them in the Motion.
Balloting Agent, (VIII) Approving Cure Procedures And (IX) Granting Related Relief (the
"Solicitation Procedures Motion") and (b) the Disclosure Statement Pursuant To Section 1125 Of
The Bankruptcy Code For Debtors' Joint Chapter 11 Plan Of Reorganization (the "Disclosure
Statement"), and (ii) approving the form, manner and sufficiency of notice of the hearing on the
Solicitation Procedures Motion and the Disclosure Statement, substantially in the form attached
to the Motion as Exhibit B (the "Disclosure Statement Notice"); and adequate notice of this
Motion having been given; and it appearing that no other or further notice need be provided; and
the Comt having jurisdiction to consider the Motion and the relief requested therein pursuant to
28 U.S.C. 157 and 1334; and the Court having determined that consideration of the Motion is
a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having determined that the
legal and factual bases set forth in the Motion establish just cause for the relief requested in the
Motion, and that such relief is in the best interests of the Debtors, their estates, their creditors and
other patties in interest; and the Court having determined that "cause" exists to shorten the notice
period related to the Sale Motion; and after due deliberation and sufficient cause appeming
therefore;
IT IS HEREBY ORDERED THAT:
1. The hearing on the Solicitation Procedures Motion (including, without limitation,
the Debtors' request therein for approval of the Disclosure Statement) shall be held on __ _
2010, at_:_ 0 _.m (prevailing Eastern Time).
2. Objections or proposed modifications to the Disclosure Statement or the
relief requested in the Solicitation Procedures Motion ("Disclosure Statement Objections"), if
any, must: (a) be in writing, (b) comply with the Federal Rules of Bankruptcy Procedure and the
Local Bankruptcy Rules, (c) set fmth the name of the objecting party and the nature and amount
2
of any claim or equity interest against the Debtors' estates or properties alleged by such
objecting pmty, (d) state with pmticularity the legal and factual basis for such objections, and
include, where appropriate, suggested language to amend the Disclosure Statement in a manner
that would resolve such objection, and (e) be filed with the Clerk of the Bankruptcy Court, 824
Market Street, 3rd Floor, Wihnington, Delaware 19801 on or 2010, at
0 (prevailing Eastern Time) (the "Objection Deadline").
3. Disclosure Statement Objections, if any, must be served so as to be
received on or before the Objection Deadline by: (i) the Debtors, Crdentia Corp., 1964 Howell
Branch Road, Ste. 206, Winter Pmk, Florida 32792, (Attn: Rebecca Irish); (ii) co-counsel for the
Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and
Bayard, P.A., Attn: Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wilmington, DE
19801, jedmonson@baymdlaw.com; (iii) counsel for ComVest, Lowenstein Sandler PC, Attn:
Thomas A Pitta, Esq, 65 Livingston Avenue, Roseland, New Jersey 07068; (iv) the United
States Trustee for the District of Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801;
and (v) counsel for any statutory committee(s) appointed in these cases.
4. The form manner and sufficiency of the Debtors' notice of the hearing on
the Solicitation Procedures Motion and the Disclosure Statement is hereby approved.
5. The form ofthe Disclosure Statement Notice is hereby approved.
6. The Court retains jurisdiction with respect to all matters arising from or
related to the implementation of this Order.
Dated: March_, 2010
Wilmington, Delaware
THE HONORABLE ____ _
UNITED STATES BANKRUPTCY JUDGE
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EXHIBITB
Inre
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ Case No. 10-__ _
Debtors. (Joint Administration Requested)
Hearing Date: ._ __ _,2010 at_:_O _.m.
(ET)]
Objections Due: ._ __ __, 2010 at 4:00p.m.
(ET)]
NOTICE OF (I) DISCLOSURE STATEMENT HEARING AND
(ID OBJECTION DEADLINE [RE: D.I. & 1
PLEASE TAKE NOTICE:
1. Chapter 11 Filing. On March 17, 2010 (the "Petition Date"), Crdentia Corp. and
its affiliated debtors and debtors-in-possession (collectively, the "Debtors") commenced their
respective bankruptcy cases by filing voluntary petitions for relief under chapter 11 of title 11 of
the United States Code (the "Bankmptcy Code") in the United States Bankruptcy Court for the
District of Delaware (the "Bankmptcy Court"). No trustee or examiner has been appointed in
these cases. The Debtors are operating their respective businesses as debtors-in-possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code.
2. Filing of Plan, Disclosure Statement and Solicitation Procedures Motion. On the
Petition Date, the Debtors filed, inter alia: (i) the Debtors' Joint Chapter 11 Plan of
Reorganization (D.I. ~ (the "Plan"); (ii) the Disclosure Statement Pursuant To Section 1125
Of The Bankruptcy Code For Debtors' Joint Chapter 11 Plan Of Reorganization (D.I. ~ (the
"Disclosure Statement"); and (iii) Motion Of Debtors For The Entry Of An Order (I) Approving
Disclosure Statement, (II) Establishing Procedures For Solicitation And Tabulation Of Votes To
Accept Or Reject Joint Chapter 11 Plan Of Reorganization, (III) Establishing Voting Record
Date, (IV) Scheduling A Hearing On Confirmation Of Joint Plan Of Reorganization, (11
Approving The Form Of Ballots And Solicitation Materials, (VI) Approving Related Notice
Procedures, (VII) Approving The Balloting Agent And (VIII) Granting Related Relief(D.I. ~
(the "Motion").
YOUR RIGHTS MAY BE AFFECTED. YOU SHOULD READ THE PLAN, THE
DISCLOSURE STATEMENT AND THE MOTION CAREFULLY AND DISCUSS THESE
The Debtors, along wi1h 1he last four digits of 1heir federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Heal1h Industry Professionals, LLC ( 4246), HIP Holding, Inc. (3468), MP
Heal1h Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The Debtors' mailing
address for purposes of 1hese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
DOCUMENTS WITH YOUR ATTORNEY, IF YOU HAVE ONE IN THlS BANKRUPTCY
CASE. IF YOU DO NOT HAVE AN ATTORNEY, YOU MAY WISH TO CONSULT ONE.
3. Hearing. On [ , 2010, at : 0 .m. (prevailing Eastern Time)!, the
Honorable [ , United States Bankruptcy Judge, will conduct a hearing
(the "Hearing") to consider approval of (a) the Disclosure Statement for use in soliciting votes to
accept the Plan and (ii) the Motion, including the solicitation, noticing and tabulation procedures
proposed by the Debtors in the Solicitation Procedures Motion, at the United States Bankruptcy
Court for the District of Delaware, 824 North Market Street, th Floor, Comtroom No. ___,
Wilmington, Delaware 19801. The Hearing may be adjourned from time to time without further
notice to creditors, equity interest holders or other parties-in-interest other than by an
announcement in the Bankruptcy Court of such adjournment on the date scheduled for the
Hearing or in the agenda filed with respect to the scheduled Hearing.
4. Objection Deadline and Procedures. Objections or proposed modifications to the
Disclosure Statement or the relief requested in the Motion, if any, must: (a) be in writing, (b)
comply with the Federal Rules of Bankruptcy Procedure and the Local Rules of Practice and
Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local
Bankruptcy Rules"), (c) set forth the name of the objecting patty and the nature and amount of
any claim or equity interest against the Debtors' estates or prope1ties alleged by such objecting
party, (d) state with pmticularity the legal and factual basis for such objections, and include,
where appropriate, suggested language to amend the Disclosure Statement in a manner that
would resolve such objection, and (e) be f!led with the Clerk of the Bankruptcy Court, 824
Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before [ , 2010],
at : 0 .m. (prevailing Eastern Time) (the "Objection Deadline"), and served so as to be
received on or before the Objection Deadline by: (i) the Debtors, Crdentia Corp., 1964 Howell
Branch Road, Ste. 206, Winter Park, Florida 32792, (Attn: Rebecca Irish); (ii) co-counsel for the
Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and
Bayard, P.A, Attn: Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wilmington, DE
19801, jedmonson@bayardlaw.com; (iii) counsel for ComVest, Lowenstein Sandler PC, Attn:
Thomas A Pitta, Esq, 65 Livingston Avenue, Roseland, New Jersey 07068; (iv) the United
States Trustee for the District of Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801;
and (v) counsel for any statutory committee(s) appointed in these cases.
5. Copies of Documents. Copies of the Plan, the Disclosure Statement, the Motion
and other documents filed in these cases may be inspected in the offices of the Clerk of the
Bankruptcy Court during normal business hours or downloaded from the Bankruptcy Court's
web site at www.deb.uscourts.gov Please note that prior registration with the PACER Service
Center and payment of a fee may be required to access such documents. Parties in interest may
sign up for a PACER account by visiting the PACER website at http://pacer.psc.uscourts.gov or
by calling (800) 676-6856. Requests for copies of the Plan, the Disclosure Statement and the
Motion and further information regarding the Heming may also be made to the undersigned
proposed counsel to the Debtors.
6. Not a Solicitation. This Notice is not a solicitation of votes to accept or reject the
Plan. Votes on the Plan may not be solicited unless and Ulltil the Disclosure Statement is
2
approved by an order of the Bankluptcy Court. Upon approval of the Disclosure Statement by
the Bankruptcy Court, holders of claims against and equity interests in the Debtors who are
entitled to vote on the Plan will receive a copy of the Disclosure Statement, the Plan and various
documents related thereto, unless otherwise ordered by the Bankruptcy Court.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH TillS NOTICE, THE
BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION
WITHOUT FURTHER NOTICE OR HEARING.
[ ], 2010
Wilmington, Delaware BAYARD, P.A.
Jamie L. Edmonson (No. 4247)
222 Delaware A venue, Suite 900
Wilmington, DE 19801
Phone: (302) 655-5000
Fax: (302) 658-6395
-and-
GERSTEN SAY AGE, LLP
Paul Rachmuth
600 Lexington Avenue
New York, New York 10022
Telephone: (212) 752-9700
Facsimile: (212) 980-5192
Proposed Counsel for the Debtors and
Debtors in Possession
3