Debtors Motion for Entry of Interim and Final Orders Pursuant to 11 U.S.C. Sections 105, 361, 362, 363 and 507, Rules 2002, 4001, 9014 of the Federal Rules of Bankruptcy Procedure

7/31/2019 Debtors Motion for Entry of Interim and Final Orders Pursuant to 11 U.S.C. Sections 105, 361, 362, 363 and 507,

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TOGUT, SEGAL & SEGAL LLPOne Penn PlazaSuite 3335New York, New York 10119(212) 594-5000Albert TogutScott E. Ratner

Brian F. Moore

Proposed Counsel to theDebtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------------X

:In re: : Chapter 11

:DEWEY & LEBOEUF LLP, : Case No. 12-

:Debtor. :

:---------------------------------------------------------------X

DEBTORS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERSPURSUANT TO 11 U.S.C. 105, 361, 362, 363 AND 507, RULES

2002, 4001 AND 9014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDUREORDER (1) AUTHORIZING USE OF CASH COLLATERAL,

(2) GRANTING ADEQUATE PROTECTION, (3) MODIFYING THEAUTOMATIC STAY, AND (4) SCHEDULING A FINAL HEARING

Dewey & LeBoeuf LLP, as debtor and debtor in possession (DL, also

referred to herein as the Firm or the Debtor), in the above-captioned case, by its

proposed attorneys, Togut, Segal & Segal LLP, makes this Motion for entry of interim

and final orders pursuant to sections 105, 361, 362, 363, and 507 of the United States

Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code); Rules 2002, 4001 and

9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); and Rule

4001-2 of the Local Rules for the United States Bankruptcy Court for the Southern

District of New York, for entry of an interim order (the Interim Order), substantially

in the form annexed hereto as Exhibit 1, and a final order (the Final Order):

(i) authorizing the Debtors use of cash collateral (as defined in section 363(a) of the

12-12321 Doc 10 Filed 05/28/12 Entered 05/28/12 22:42:23 Main DocumentPg 1 of 29


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Bankruptcy Code) in which the Collateral Agent, Revolver Lenders and Noteholders

(each as defined herein) have a lien, security interest or other interest (including,

without limitation, any adequate protection liens or security interests), in each case

whether existing on the Petition Date (as defined herein) or arising pursuant to an

Interim Order, the Final Order or otherwise (the Cash Collateral); (ii) providing

adequate protection to the Collateral Agent, Revolver Lenders and Noteholders for any

diminution in value of their respective interests in the Prepetition Collateral (as defined

herein), including the Cash Collateral; (iii) vacating and modifying the automatic stay

imposed by section 362 of the Bankruptcy Code to the extent necessary to implement

and effectuate the terms and provisions of this Interim Order; and (iv) scheduling a

final hearing (the Final Hearing) to consider the relief requested in the Motion and

entry of a Final Order and approving the form of notice with respect to the Final

Hearing. (the Cash Collateral Motion), and respectfully represents:

INTRODUCTION

1. As more fully described in this Cash Collateral Motion and thedeclaration of Jonathan A. Mitchell in support of this Cash Collateral Motion (the

Mitchell Declaration), and the First Day Declaration (defined below), after extensive

efforts to engage in a strategic transaction with a third party that would have preserved

the core of the Debtor as an operating law firm, the Firm determined to file for Chapter

11 protection to facilitate the wind down of its business and affairs.

2.

While no longer operating as a global law firm, DL, as a debtor-inpossession, continues in control of its remaining operations and management of its

property pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Accordingly,

DL requires the use of cash collateral to pay various ongoing expenses to facilitate the

wind-down, including the funding of employee payroll, insurance, file storage, and rent



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in accordance with an agreed upon budget (the Budget) attached as Exhibit A to

the Interim Order. Paying these expenses is critical for the Debtor to continue to

successfully wind down its business and affairs and to maximize the value of the

Debtors assets for all creditors.

3. The ability of the Debtor to finance and continue its operationsrequires the use of Cash Collateral, absent which serious, immediate and irreparable

harm will result to the Debtor, its estate and its creditors. The Debtor does not have

sufficient available sources of working capital and financing to operate its business in

the ordinary course of business or to maintain its property without the use of Cash

Collateral. The relief requested in this Cash Collateral Motion is therefore necessary,

essential, and appropriate for the continued operation of the Debtors business and the

management and preservation of its property.

4. The Debtors Prepetition Secured Lenders (defined below) andDebtor have negotiated at arms length and in good faith regarding the Debtors use of

Cash Collateral to fund the continued operation of the Debtors business during the

Specified Period (as defined below). The Prepetition Secured Lenders have agreed to

permit the Debtor to use their Cash Collateral for the Specified Period, subject to the

terms and conditions set forth in the proposed Interim Order, which terms and

conditions are fair and reasonable and have been agreed to by the Debtor in the exercise

of its sound business judgment.

5.

The Debtors Prepetition Secured Lenders are the only creditorsknown by the Debtor to have an interest in the Cash Collateral, and they have

consented to the use of Cash Collateral in accordance with the terms of the proposed

Interim Order and the Budget, subject to the grant of adequate protection as described

below.



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6. For these and the other reasons discussed below, the Debtorbelieves that entry of the proposed Interim Order is in the best interests of the Debtor

and the estate.

RELIEF REQUESTED

7. By this Cash Collateral Motion, the Debtor requests entry of anInterim Order granting the following relief, and ultimately a Final Order upon the

scheduling a final hearing (the Final Hearing):

a. Cash Collateral: authorizing the consensual use of CashCollateral within the meaning of section 363 in which thePrepetition Secured Lenders have an interest under the

Prepetition Credit Documents, as defined herein, pursuant tosections 361 and 363 of the Bankruptcy Code;

b. Budget: authorizing the consensual use of Cash Collateral inaccordance with the Budget annexed as Exhibit A to theInterim Order solely for (i) the post-petition and other agreedoperating expenses of the Debtor and (ii) payment of costs ofadministration of the Chapter 11 Case, to the extent set forth inthe Budget;

c. Adequate Protection:granting the Prepetition Secured Lendersthe form of proposed Adequate Protection pursuant to sections

361, 362, 363(e), 503(b), and 507 of the Bankruptcy Code;

d. Final Hearing: scheduling a Final Hearing pursuant toBankruptcy Rules 2002, 4001(b)(c) and (d), to consider entry ofthe relief requested in this Cash Collateral Motion on a finalbasis and approve the form of notice with respect to the FinalHearing;

e. Waiver of Stay: waiving any applicable stay as provided in theBankruptcy Rules and providing for immediate effectiveness ofthe Interim Order; and

f. Other: granting related relief and such other and further reliefas the Court deems just and proper.



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JURISDICTION

8. This Court has subject matter jurisdiction to consider this CashCollateral Motion pursuant to 28 U.S.C. 1334. This is a core proceeding pursuant to

28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and

1409.

BACKGROUND

9. On the date hereof (the Petition Date), the Debtor filed avoluntary petition in this Court for relief under Chapter 11 of the Bankruptcy Code.

The factual background regarding the Debtor, including its operations, its capital and

debt structure, and the events leading to the filing of this bankruptcy case, is set forth

in detail in the Declaration of Jonathan A. Mitchell Pursuant to Local Bankruptcy Rule

1007-2 and in Support of Chapter 11 Petitions (the First DayDeclaration) which is

deemed fully incorporated herein by reference.1

10. The Debtor is authorized to continue to operate its business andmanage its properties as debtor in possession pursuant to sections 1107(a) and 1108 of

the Bankruptcy Code.

PREPETITION SENIOR SECURED INDEBTEDNESS

i. The Revolver Agreement

11. On April 16, 2010,the Debtor entered into a credit facility (asamended, supplemented, restated or otherwise modified prior to the Petition Date, the

Revolver Agreement, and together with all other loan and security documents related

to, referenced in or executed from time to time in connection therewith, the Revolver

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the First

Day Declaration.



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Documents) with JPMorgan Chase Bank, N.A. (JPMorgan), as Administrative Agent;

Citibank, N.A., as the Documentation Agent; and Bank of America, N.A., as

Syndication Agent -- on behalf of the lenders and issuing banks thereunder

(collectively, the Revolver Lenders) pursuant to which the Revolver Lenders

provided the Debtor with credit facilities consisting of revolving loans and letters of

credit in an aggregate principal amount not to exceed $100 million.

12. The Debtors offices in London and Paris operate under the nameDewey & LeBoeuf LLP, which is a partnership organized under the laws of England

and Wales (DLUK). Upon its formation in December 2010, DLUK guaranteed the

Debtors obligations under the Revolver Agreement pursuant to a Deed of Guarantee

(the DLUK Credit Agreement Guaranty)

ii. Secured Notes

13. On April 16, 2010,the Debtor entered into a Note PurchaseAgreement (as amended, supplemented, restated or otherwise modified prior to the

Petition Date, the Note Agreement), pursuant to which the Debtor issued:

(a) $40 million aggregate principal amount of 4.49% Series A Senior Secured Notes due

April 16, 2013 (the Series A Notes); (b) $15 million aggregate principal amount of

5.39% Series B Senior Secured Notes due April 16, 2015 (the Series B Notes);

(c) $40 million aggregate principal amount of 6.10% Series C Senior Secured Notes due

April 16, 2017 (the Series C Notes); and (d) $55 million aggregate principal amount of

6.65% Series D Senior Secured Notes due April 16, 2020 (the Series D Notes and,together with the Series A Notes, the Series B Notes and the Series C Notes, the

Notes, and together with the Note Agreement and all other documents, including,

without limitation, loan, note and security documents related to, referenced in or



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executed from time to time in connection with the Note Agreement, the Note

Documents).

14. DLUK also guaranteed the Debtors obligations under the NoteDocuments pursuant to a Deed of Guarantee entered into at the same time as the DLUK

Credit Agreement Guarantee (the DLUK Noteholder Guarantee and together with

the DLUK Credit Agreement Guaranty, the DLUK Guarantees).

iii. Prepetition Liens and Collateral; Intercreditor Agreement

15. To secure the obligations under the Revolver Agreement and theNote Documents, pursuant to a security agreement entered into contemporaneously

with the Revolver Agreement and Note Documents, the Debtor granted to JPMorgan, as

collateral agent (Collateral Agent) under the Intercreditor Agreement (as defined

below) on behalf of the Revolver Lenders and the holders of the Secured Notes (the

Noteholders and together with the Revolver Lenders, the Prepetition Secured

Lenders), valid, perfected, enforceable and non-avoidable first priority liens on and

security interests in, among other things the following assets of the Debtor (as more

particularly set forth in the security agreement, collectively, the Initial Prepetition

Collateral): all accounts, contract rights, chattel paper (including, without limitation,

tangible chattel paper and electronic chattel paper), instruments (including , without

limitation, promissory notes), letter of credit rights, general intangibles (including,

without limitation, payment intangibles) and other obligations of any kind, whether or

not arising out of or in connection with the rendering of services and whether or notearned by performance, including, without limitation, the Debtors right to be

compensated for its services and reimbursed for related costs and expenses, amounts

disbursed or obligations incurred for the account of the Debtors clients for fees paid or

payable to or goods or services obtained from the Debtors partners and employees or



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third parties, whether or not the Debtor has rendered a bill for such services or

disbursements or entered the value of such services or disbursements in its books as

accounts receivable, whether or not such services or disbursements have been

completed and whether or not an express or implied agreement for compensation for

such services or reimbursement for such disbursement exists, and all rights then or

thereafter existing in and to all retainer agreements , security agreements, mortgages,

liens, leases, letters of credit and other contracts securing or otherwise relating to the

foregoing property, together with all proceeds of, collateral for, income, royalties and

other payments due and payable with respect to, and supporting obligations relating to,

any of such collateral (including, without limitation, payments under insurance, any

indemnity, warranty or guaranty with respect to the foregoing collateral, tort claims,

including without limitation, commercial tort claims, and cash).

16. In addition, as set forth in the Revolver Documents and NoteDocuments, the DLUK Guarantees are secured by a lien on and security interest

granted by DLUK in billed chargeable time, billed chargeable disbursements, billed

value added tax, recorded but unbilled chargeable time, incurred but unbilled

chargeable disbursements and applicable value added tax, in each case for matters

managed by the partners of the Debtor or DLUK whose practice is substantially based

in DLUK s offices located in London, England, together with all proceeds of, collateral

for, income, royalties and other payments then or thereafter due and payable with

respect to, and supporting obligations relating to the foregoing, and to the extent nototherwise included, all payments under insurance, or any indemnity, warranty or

guaranty, payable by reason of loss or damage to or otherwise with respect to any of the

foregoing, tort claims, including, without limitation, commercial tort claims, and cash

and cash in account, in each case excluding any client accounts. Such lien and security



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interest were granted in favor of JPMorgan, as Collateral Agent, on behalf of the

Prepetition Secured Lenders.

17. The Revolver Agreement was set to mature on April 16, 2012, butwas extended to April 30, 2012 by agreement with the Revolver Lenders. As part of its

prepetition wind-down negotiations, DL advised the Revolver Lenders of several

potential defaults and events of default that would occur absent waivers involving

certain covenants and asset coverage ratios. Accordingly, the Secured Credit

Agreement was extended pursuant to an Amendment No. 2, Waiver and Reaffirmation

Agreement, dated April 30, 2012 (the Second Amendment), which, among other

things, extended the maturity date of the Revolver Agreement to May 14, 2012.

18. The events of default under the Revolver Documents and the NoteDocuments mirror one another, and a default under either the Revolver Documents or

the Note Documents would be a cross-default under the other documents. On or about

April 30, 2012, DL advised the Noteholders that certain defaults and events of default

had or would occur under the Note Documents. Accordingly, by an amendment and

waiver dated May 2, 2012 (the First Secured Note Waiver), DL requested and

obtained a waiver from the Noteholders to May 14, 2012.

19. The Revolver Lenders agreed to the Second Amendment, and theNoteholders agreed to the First Secured Note Waiver in exchange for, inter alia, DLs

agreement to concentrate its daily cash receipts in an account (the Concentration

Account) maintained with JPMorgan, make its disbursements pursuant to an agreedupon budget, and provide a detailed wind-down plan.

20. As additional security for the obligations under RevolverDocuments and the Note Documents, in connection with the Second Amendment and

the First Secured Note Waiver, pursuant to a supplemental security agreement, the



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Debtor granted the Collateral Agent, on behalf of the Revolver Lenders and the

Noteholders, a lien on and security interest in the Debtors right, title and interest in,

among other things, all cash (to the extent not otherwise included in the Initial

Prepetition Collateral), all deposit accounts, all securities accounts and all proceeds of

the foregoing (as more particularly set forth in the supplemental security agreement,

collectively, the First Supplemental Collateral).

21. The Revolver Agreement was further extended pursuant to anAmendment No. 3, Waiver and Reaffirmation Agreement, dated May 15, 2012 (the

Third Amendment), which, among other things, extended the maturity of the

Revolver Agreement through May 18, 2012 (the Maturity Date).

22. The Debtor also failed to comply with, and was in default withrespect to, certain provisions of the Note Documents, as amended by the First Secured

Note Waiver. Accordingly, DL requested and obtained from the Noteholders an

amendment and waiver dated May 15, 2012 (the Second Secured Note Waiver).

23. In addition to the conditions agreed to under the SecondAmendment and the First Secured Note Waiver, the Debtor agreed under the Third

Amendment and the Second Secured Note Waiver, inter alia, to retain a chief

restructuring officer, deliver a plan relating to the collection of accounts receivables (the

Accounts Receivables Plan), and the Revolver Lenders and Noteholders agreed to

allow for certain amounts permitted to be withdrawn from the Concentration Account

under an approved budget.24. Further, as additional security for the obligations under the Third

Amendment and the Second Secured Note Waiver arising from the transfer to and use

of the First Supplemental Collateral and the proceeds of then existing Collateral by the

Debtor on or after May 1, 2012, the Debtor, pursuant to a second supplemental security



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agreement, granted to the Collateral Agent, on behalf of the Revolver Lenders and the

Noteholders, a lien on and security interest in, inter alia, the Initial Prepetition Collateral

and, to the extent not already included in the Initial Prepetition Collateral or First

Supplemental Collateral, the following assets of the Debtor (such additional assets, as

more particularly set forth in such supplemental security agreement, the Second

Supplemental Collateral; and together with the Initial Prepetition Collateral and the

First Supplemental Collateral, collectively the Prepetition Collateral): equipment,

inventory, goods, equity interests in subsidiaries and affiliates, certificated and

uncertificated securities, investment property, security entitlements, trademarks,

copyrights and other intellectual property, commercial tort claims (including, without

limitation, causes of action against present or former partners or employees of the

Debtor or any of its affiliates of its in respect of breaches of fiduciary duty and causes of

action against any present and former partners or employees of the Debtor or its

affiliates to recover any payments made by the Debtor or any of its subsidiaries or

affiliates to such persons with respect to distributions, return of capital or any other

payment and all causes of action against any present or former partners or employees of

the Debtor or any of its affiliates arising out of or resulting from their respective

departures from the Debtor or such affiliate ), rights to computer equipment and

software, and books and records relating to the foregoing.

25. All of the Debtors cash, including the cash in its deposit accounts,wherever located, whether as original collateral or proceeds of other PrepetitionCollateral, constitute the cash collateral of the Prepetition Secured Lenders.

Accordingly, the Prepetition Collateral includes cash collateral within the meaning of

Section 363(a) of the Bankruptcy Code (Cash Collateral).



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26. The Revolver Lenders and the Noteholders, agreed that theobligations secured under the Revolver Agreement and the Note Documents

(collectively, the Prepetition Credit Documents), and the priority of the lien rights

and security interests in and to the Prepetition Collateral and the DLUK Guarantees are

pari passu and governed pursuant to an Intercreditor Agreement, dated as of April 16,

2010(the Intercreditor Agreement) and the related security agreements (as

supplemented).

27. As of the Petition Date, the amount of obligations owing by theDebtor under (i) the Revolver Documents was approximately $74,766,040.49 of

principal and $1,688,658.85 face amount of letters of credit issued and outstanding

under the Revolver Agreement (together with any amounts paid, incurred or accrued

prior to the Petition Date in accordance with the Revolver Documents, plus, without

limitation accrued and unpaid interest, any fees, expenses, and disbursements

(including, without limitation, attorneys fees, consultant fees, related expenses and

disbursements), indemnification obligations, secured hedging, letter of credit

reimbursement obligations, letter of credit fees, secured cash management obligations

and other charges or amounts of whatever nature, whether or not contingent, whenever

arising, as each of the foregoing is provided in the Revolver Documents (the Revolver

Obligations)) and (ii) the Note Document was an aggregate principal amount of

approximately $150,000,000,(together with any amounts paid, incurred or accrued prior

to the Petition Date in accordance with the Prepetition Credit Documents, plus, withoutlimitation, accrued and unpaid interest, any fees, expenses, and disbursements

(including, without limitation, attorneys fees, consultant fees, related expenses and

disbursements), make-whole obligations,indemnification obligations, and other

charges or amounts of whatever nature, whether or not contingent, whenever arising,



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as each of the foregoing is provided in the Prepetition Credit Documents, the Note

Obligations, and together with the Revolver Obligations, the Prepetition

Obligations).

28. Currently, there are no alternative financing options available tofacilitate the administration of the Chapter 11 estate and continue the orderly wind-

down of the Debtors affairs, including: (a) liquidation of the Firms assets, including

approximately $255 million in face amount of accounts receivable and work in progress

generated by DLs U.S. offices and various pieces of artwork; (b) disposition of the

Firms former clients files; (c) closure of the Debtors offices and the return of leased

property through the rejection of office and equipment leases; (d) evaluation and

administration of claims against the Debtors estate; (e) investigation and pursuit of

potential estate claims and causes of actions; and (f) confirmation of a Chapter 11 plan.

29. For these reasons, the Prepetition Secured Lenders have consentedto the Debtors use of Cash Collateral subject to the grant of adequate protection.

CONCISE SUMMARY OF TERMS

30. In accordance with Bankruptcy Rule 4001 and Local Rule 4001-2,the Debtor provides the following concise summary of the material provisions and key

conditions for the use of Cash Collateral under the Interim Order.

31. The Prepetition Secured Lenders have consented to the Debtorsuse of Cash Collateral subject to the grant of adequate protection. The Interim Order

imposes certain conditions and restrictions on the Debtors use of Cash Collateral and



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grants certain relief and adequate protection for the benefit of the Prepetition Secured

Lenders, including without limitation, the following:2

Parties with Interest in Cash Collateral: JPMorgan as RevolverAgent on behalf of the lenders under the Revolver Agreement (theRevolver Lenders).JP Morgan as the Collateral Agent for theRevolver Lenders and the Noteholders.

Borrower: The Debtor.

Budget: Attached as Exhibit A to the Interim Order.

Specified Period: The Debtor is authorized to use Cash Collateralfor the period from the Petition Date through the date which is theearlier to occur of (a) 11:59 p.m. (Eastern time) on the fifth (5th) dayfollowing the Termination Declaration Date (as defined in the

Interim Order), or (b) 11:59 p.m. (Eastern time) on July 1, 2012. SeeInterim Order IO at 3.

Use of Cash Collateral: Operating Expenses of the Borrower andother costs and expenses of administration of the Chapter 11 Casesolely up to the amounts, at the times, and for the purposesidentified in the Budget. All Cash Collateral use must be strictly inaccordance with the terms of the Budget, subject to (i) with respectto non-Case Professional and non-Committee Member line items, apermitted aggregate and cumulative variance of 5%, which shall bemeasured on a bi-weekly basis and at the end of the SpecifiedPeriod, and (ii) with respect to Case Professional categories, a

permitted aggregate and cumulative variance of 5% for the DebtorProfessional Fees and a permitted aggregate and cumulativevariance for Committee Fees and Expenses, which in each case shallbe measured on a bi-weekly basis and at the end of the SpecifiedPeriod, provided, however, that in no event shall the collectivevariances to the Budget with respect to the Debtor Professional Feesand Committee Fees and Expenses cause the Debtor to use CashCollateral in respect of such categories in an amount greater thanone hundred percent (100%) of the Budget for such categories forthe Specified Period. See IO at 3.

Adequate Protection Liens: the Collateral Agent, for the benefit of

the Revolver Lenders and Noteholders, will be granted additionaland replacement continuing valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security

2 The descriptions of the terms of the Interim Order set forth in this Cash Collateral Motion are sum-maries only. To the extent of any inconsistency between the summaries set forth in this Cash Collat-eral Motion and the terms of the Interim Order, the terms of the Interim Order shall govern.



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interests in and liens on (the Adequate Protection Liens) any andall presently owned and hereafter acquired personal property, realproperty and all other assets of the Debtor, wherever located,including, without limitation, all Prepetition Collateral, theDebtors rights under section 506(c) of the Bankruptcy Code, andall rights, claims and causes of action (including, without limitation,avoidance claims or causes of action arising under chapter 5 of theBankruptcy Code and, upon entry of a Final Order, authority tosettle such avoidance claims or causes of action), and together withany proceeds, recoveries, product, offspring or profits thereof(collectively, the Collateral), to the extent of any Diminution inValue and the Indemnity Obligations. The Adequate ProtectionLiens shall be junior only to the: (A) Carve Out (defined below); (B)Permitted Prior Liens (as defined in the Interim Order); and(C) Prepetition Liens. See I.O. at 5.

Extraordinary Provision: Adequate Protection Liens include

liens on avoidance claims or causes of action arising underChapter 5 of the Bankruptcy Code and, upon entry of a FinalOrder, authority to settle such avoidance claims or causes ofaction). See I.O. 5.

Adequate Protection Superpriority Claims: The PrepetitionAgents, Revolver Lenders and Noteholders will be hereby grantedas and to the extent provided by sections 361, 363, 503(b) and 507(b)of the Bankruptcy Code an allowed superpriority administrativeexpense claim in the Chapter 11 case (an Adequate ProtectionSuperpriority Claim). The Adequate Protection SuperpriorityClaims shall be junior only to the Carve Out. See I.O. at 6.

Adequate Protection Payments: The Debtor shall make adequateprotection payments to the:

(i) Revolver Agent, on behalf of the Revolver Lenders, and theNoteholders, in the form of payment of the reasonable fees, costsand expenses of the Revolver Agent and Noteholders, theirrespective counsel Kramer Levin Naftalis & Frankel LLP andBingham McCutchen LLP; and

(ii) Collateral Agent, for its fees, costs and expenses, including,without limitation, the fees and expenses of FTI Consulting and

Gulf Atlantic Capital, as financial advisors for the Collateral Agent.See I.O. at 7.

Excess Cash Collateral: The Debtor shall pay all cash on hand(determined as of the close of business on Friday of each week) inexcess of $10 million plus (i) accrued but unpaid fees, costs andexpenses of Case Professionals and Accrued Employee PTO in anamount to not to exceed their respective budgeted line item for



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such Case Professionals items (subject to any allowed variancepermitted under this Interim Order) plus (ii) accrued but unpaidfees, costs and expenses payable under Paragraph 7(a) hereunder,(the Excess Cash Collateral) to the Collateral Agent at or beforeMonday of each week, which Excess Cash Collateral shall beapplied in accordance with the Intercreditor Agreement. In theevent it is determined that the Prepetition Secured Lenders areoversecured, such payments may be treated as payments of interestas provided in the Prepetition Credit Documents. Cash equal to theaccrued and unpaid items set forth above in (i) and (ii) shall besegregated until such items are paid and shall be used for no otherpurpose. See I.O. at 8.

Carve-Out: means the following expenses: (i) statutory fees andinterest payable to the United States Trustee or the clerk of theCourt pursuant to 28 U.S.C. 1930(a)(6); (ii) the allowed wind-down costs and expenses of a chapter 7 trustee appointed in the

Case or Successor Case in an aggregate amount not to exceed$50,000; and (iii) with respect to professional fees anddisbursements incurred by the Debtor (the Debtor ProfessionalFees) and any Statutory Committee (the Committee ProfessionalFees) for any professional (the Case Professionals) retained byfinal order of the Court (which order is not the subject of a stay,vacatur, appeal or reconsideration) by the Debtor and any StatutoryCommittee under section 327 or 1103(a) of the Bankruptcy Codeand expenses incurred by members of the Statutory Committee (aCommittee Member) in the performance of such members dutiesin connection with the Case (but excluding fees and expenses ofany professionals retained by such members, and together with the

Committee Professional Fees, the Committee Fees and Expenses)(A) prior to the Termination Declaration Date, the lesser of (1) withrespect to each Case Professional and Committee Member, thereasonable amounts accrued prior to the Termination DeclarationDate and allowed by order of the Court (which order is not thesubject of a stay, vacatur, appeal or reconsideration) and (2) withrespect to each Case Professional and Committee Member, theaccrued and unpaid amount shown on the Budget with respectthereto, as applicable, and (B) on and after the TerminationDeclaration Date, the reasonable Debtor Professional Fees andCommittee Fees and Expenses accrued from and after such

Termination Declaration Date and allowed by order of the Court(which order is not the subject of a stay, vacatur, appeal orreconsideration) in an aggregate amount not to exceed $250,000.See I.O. 16.

Events of Default: See I.O. 14.

the violation of or failure by the Debtor to perform, in anyrespect, any of the terms, provisions, conditions, covenants,



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or obligations under this Interim Order (including theBudget);

the obtaining of credit or the incurring of indebtedness thatis (i) secured by a security interest, mortgage or other lien onall or any portion of the Collateral which is equal or senior toany security interest, mortgage or other lien of the CollateralAgent, Revolver Lenders and Noteholders, or (ii) entitled topriority administrative status which is equal or senior to thatgranted to the Prepetition Agents, Revolver Lenders orNoteholders in the Interim Order;

subject to a Final Order, the institution of a Challenge (asdefined in the Interim Order) after a party in interest hasbeen granted standing by order of the Court.

any lien or security interest purported to be created underthe Prepetition Credit Documents shall cease to be, or shallbe asserted by the Debtor not to be, a valid and perfectedlien on or security interest in any Prepetition Collateral, withthe priority required by the Prepetition Credit Documents orthe Interim Order;

the entry of an order by the Court granting relief from ormodifying the automatic stay of section 362 of theBankruptcy Code (i) to allow any creditor to execute upon orenforce a lien on or security interest in any Collateral, or (ii)with respect to any lien of or the granting of any lien on anyCollateral to any state or local environmental or regulatory

agency or authority, which in either case would have amaterial adverse effect on the business, operations, property,assets, or condition, financial or otherwise, of the Debtor;

reversal, vacatur, or modification of the Interim Order; dismissal of the Chapter 11 case or conversion of the Case to

a chapter 7 case, or appointment of a chapter 11 trustee orexaminer with enlarged powers or other responsible person;

the termination, resignation of, or material modification ofthe duties or authority of Jonathan A. Mitchell, as CRO;

any material misrepresentation of fact made after thePetition Date by the Debtor or its agent to the PrepetitionAgents, Revolver Lenders, Noteholders, or to agents for thePrepetition Agents, Revolver Lenders, or Noteholders aboutthe financial condition of the Debtor, the nature, extent,location or quality of any Collateral, or the disposition or useof any Collateral, including Cash Collateral;



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a default by the Debtor in reporting financial information asand when required in the Interim Order or under thePrepetition Credit Documents, and the continuance of suchdefault for a period of one (1) business day following writtennotice by the Collateral Agent to the Debtor of such default;

the sale of any portion of the Debtors assets outside theordinary course of business without the prior writtenconsent of the Majority Creditors (as defined in theIntercreditor Agreement), in their sole discretion;

the Debtors failure to obtain entry of a Final Order by July 1,2012;

the failure to comply with Prepetition Credit Documents,other than as otherwise modified in the Interim Order or asprohibited by the Bankruptcy Code;

the granting of any motion providing for reconsideration,stay, or vacatur of this Interim Order;

the failure to maintain cash receipts in respect of accountsreceivable in an amount of at least 90% of the amount setforth in the Budget on a cumulative, aggregate rolling basis,which shall be measured bi-weekly as of the close ofbusiness on Friday of each week; or

Remedies Provision: Upon the occurrence and during thecontinuation of an Event of Default, the Collateral Agent shall

declare a termination, reduction or restriction of the ability of theDebtor to use any Cash Collateral, except for certain limited uses (aTermination Declaration). Any automatic stay otherwiseapplicable to the Collateral Agent, Revolver Lenders andNoteholders will be modified so that five (5) days after aTermination Declaration (the Remedies Notice Period), theCollateral Agent, Revolver Lenders and Noteholders shall beentitled to exercise their rights and remedies to satisfy thePrepetition Obligations, Adequate Protection Superpriority Claims,Adequate Protection Liens, Adequate Protection Payments,Indemnity Obligations and any other obligation under this InterimOrder (in accordance with the Intercreditor Agreement). During

the Remedies Notice Period, the Debtor shall be entitled to seek anemergency hearing with the Court for the sole purpose ofcontesting whether an Event of Default has occurred and/or iscontinuing. See I.O. 15.

Waiver of Automatic Stay: The automatic stay otherwiseapplicable to the Collateral Agent, Revolver Lenders and



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Noteholders will be modified upon expiration of Remedies NoticePeriod. See I.O. 15.

Section 506(c): In consideration for the Carve Out and thepayments made under the Budget to administer the case usingCash Collateral, no costs for expenses of administration shall becharged against or recovered from the Collateral Agent, RevolverLenders and Noteholders or their Collateral pursuant to section506(c) of the Bankruptcy Code. See I.O. 20.

Indemnification: The Interim Order provides that the PrepetitionAgents, Revolver Lenders and Noteholders, and their respectiveprofessionals each have acted in good faith, and without negligenceor violation of public policy or law, in respect of all actions taken bythem in connection with or related in any way to the negotiating,implementing, documenting or obtaining requisite approval of theuse of Cash Collateral, including in respect of the granting of the

Adequate Protection Liens, any challenges or objections to the useof Cash Collateral, and all documents related to and all transactionscontemplated by the foregoing. Accordingly, the PrepetitionAgents, Revolver Lenders, Noteholders, and their respectiveprofessionals shall be indemnified and held harmless by the Debtorin respect of any claim or liability incurred in respect thereof or inany way related thereto, provided that no such parties will beindemnified for any cost, expense or liability to the extentdetermined in a final, non-appealable judgment of a court ofcompetent jurisdiction to have resulted primarily from suchparties gross negligence or willful misconduct (the IndemnityObligations). The Interim Order also provides that no exception

or defense in contract, law or equity exists as to any obligations setforth, as the case may be in the Interim Order or in the PrepetitionCredit Documents, to indemnify and/or hold the PrepetitionAgents, Revolver Lenders, Noteholders, and their respectiveprofessionals harmless, and any such defenses are waived. See I.O. 27.

Release: The Debtor expressly, forever and irrevocably waives,discharges, releases and acquits all former, current and futurePrepetition Agents, Revolver Lenders and Noteholders, and each oftheir respective former, current and future officers, directors,employees, managers, owners, shareholders, members, partners,agents, representatives, attorneys, advisors, consultants,accountants and other professionals, affiliates, predecessors andsuccessors in interest of and from any and all claims, demands,liabilities, responsibilities, disputes, remedies, causes of action,indebtedness and obligations, rights, assertions, allegations, actions,suits, controversies, defenses, offsets, objections, counterclaims,causes of actions, choses of action, proceedings, losses, damages,injuries, attorneys fees, costs, expenses, or judgments of every type,



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whether known, unknown, asserted, unasserted, suspected,unsuspected, accrued, unaccrued, fixed, contingent, pending orthreatened, including, without limitation, all legal and equitabletheories of recovery arising under common law, statute orregulation or by contract, of every nature and description, arisingout of, in connection with, or relating to the Prepetition CreditDocuments and/or the transactions contemplated hereunder orthereunder, including, without limitation, (1) any so-called lenderliability or equitable subordination claims or defenses, (2) any andall claims and causes of action under the Bankruptcy Code, and (3)any and all claims and causes of action with respect to thePrepetition Liens or Prepetition Obligations, including, withoutlimitation, to the validity, priority, perfection or avoidability of theliens or claims of the Prepetition Agents, Revolver Lenders andNoteholders; and (g) the Debtor expressly, forever and irrevocablywaives, discharges, and releases rights it may have to challenge anyof the Prepetition Liens or the Prepetition Obligations. See I.O.

E.(v).

DEBTORS PROPOSED USE OF CASH COLLATERAL

A. The Debtors Immediate and Urgent Need for the Use of Cash Collateral

32. As described in the Mitchell Declaration, the Debtor has reached anagreement with the Collateral Agent and the Prepetition Secured Lenders for the con-

sensual use of Cash Collateral to pay various ongoing expenses to facilitate the wind-

down, including the funding of employee payroll, insurance, file storage, and rent, as

well as the investigation, analysis and either prosecution or defense (as the case may be)

of claims asserted by or against the Debtors estate, in accordance with an agreed upon

Budget. Paying these expenses is critical for the Debtor to continue to successfully wind

down its business and affairs and to maximize the value of the Debtors assets for all

creditors.

33. Without access to Cash Collateral, the Firm will be unable to con-tinue the orderly wind-down of the Debtors affairs, including: (a) liquidation of the

Firms assets, including approximately $255 million in face amount of accounts receiv-

able and work in progress and various pieces of artwork; (b) disposition of the Firms



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former clients files; (c) closure of the Debtors offices and the return of leased property

through the rejection of office and equipment leases; (d) evaluation and administration

of claims against the Debtors estate; and (e) investigation and pursuit of potential es-

tate claims and causes of action. Consequently, absent immediate authority to use Cash

Collateral on an interim basis, the Debtors estate would suffer irreparable harm. For

these reasons, the Debtor submits that proposed use of Cash Collateral is necessary and

in the best interests of the Debtors estate and its creditors.

B. The Budget Reflects Debtors Reasonable and Necessary Costs

34.

As described in the Mitchell Declaration, DL has concluded that thevalue-maximizing course for the estate was to wind down its affairs in a Chapter 11

case, rather than an abrupt, unplanned liquidation.

35. The Debtors minimum cash needs are reflected in the weeklyBudget of receipts and disbursements prepared on a cash basis for fiveweeks, which is

attached as Exhibit A to the Interim Order.

36. Under the Budget, which was prepared in consultation with theDebtors professionals, the Debtor estimates it currently has available approximately

$6 million in cash on hand. The Budget anticipates approximately $13.4 million in

disbursements during the first twenty-one (21) days, as well as additional bankruptcy-

related costs (including professionals) of $2.6 million, as well as additional reserves.

37. The Debtor believes the Budget is narrowly tailored and reflects thereasonable and necessary costs and expenses, including the costs attendant to the

Chapter 11 case, to wind down the Debtors affairs. Access to its cash with the consent

of Prepetition Secured Lenders will enable the Debtor to implement an orderly wind-

down to maximize recoveries to creditors. Therefore, the Debtor represents that



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without immediate access to cash, the Debtors estate and its stakeholders will suffer

substantial, immediate and irreparable harm. The Debtors need for access to the Cash

Collateral is urgent.

38. Moreover, the terms and conditions of the use of Cash Collateral asdescribed herein and set forth in the Interim Order are fair and reasonable and were

negotiated by the parties in good faith and at arms length. The Debtor has determined,

therefore, that seeking the use of Cash Collateral is an exercise of its reasonable business

judgment.

BASIS FOR RELIEF

A. The Debtors Request for Use of Cash Collateraland the Proposed Adequate Protection are Appropriate

39. Section 363(c)(2) of the Bankruptcy Code provides that the Court,after notice and a hearing, may authorize the Debtor to use cash collateral, with or

without the consent of the secured parties having an interest therein. See 11 U.S.C.

363(c)(2)(B). In considering whether to authorize use of cash collateral, however,

upon a partys request, a court must find that the interests of the holder of the secured

claim are adequately protected. 11 U.S.C. 363(e).

40. Bankruptcy Rule 4001(b)(2) provides that a final hearing on the useof cash collateral may commence no earlier than 14 days after service of the Cash

Collateral Motion but, [i]f the Cash Collateral Motion so requests, the court may

conduct a preliminary hearing before such 14 day period expires, but the court may

authorize the use of only that amount of cash collateral as is necessary to avoid

immediate and irreparable harm to the estate pending a final hearing. At the

preliminary hearing, the court may authorize the use of cash collateral only if there is a

reasonable likelihood that the debtor will prevail at the final hearing under section



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363(e). 11 U.S.C. 363(c)(3). In examining requests for interim relief under this rule,

courts apply the same business judgment standard applicable to other business

decisions. See, e.g., In re Ames Dep't Stores Inc., 115 B.R. 34, 38 (Bank. S.D.N.Y. 1990).

The request for use of cash collateral on a final basis is not limited to those amounts

necessary to prevent destruction of the debtors business. A debtor is entitled to use

cash collateral that it believes prudent in the operation of its business. See, e.g., In re

Simasko Production Co., 47 B.R. 444, 449 (D. Co. 1985); Ames Dep't Stores, 115 B.R.

at 36.

41. Section 363(e) of the Bankruptcy Code provides that on request ofan entity that has an interest in property used by the debtor, the court, with or without a

hearing, is required to prohibit or condition such use as is necessary to provide

adequate protection of such interest.3 The Bankruptcy Code does not explicitly define

adequate protection, but it does contain a non-exclusive list of the means by which a

debtor may provide adequate protection, including a cash payment or periodic cash

payments, additional liens, replacement liens, and the indubitable equivalent of such

entitys interest in such property. 11 U.S.C. 361. Accordingly, what constitutes

adequate protection must be decided on a case-by-case basis. See In re Mosello, 195

3 Under section 363(p), the debtor has the burden of proof on the issue of adequate protection, and theentity asserting an interest in the cash collateral has the burden of proof on the issue of the validity,priority, or extent of such interest. 11 U.S.C. 363(p). There is no controlling authority from the Sec-ond Circuit Court of Appeals or the Southern District of New York on the standard of proof required

for the debtor to establish adequate protection. Some courts, including the bankruptcy court for theNorthern District of New York, hold that the debtor must establish by clear and convincing evidencethat the value of the secured creditors interest in the collateral will remain adequately protected. Inre O.P. Held, 74 B.R. 777, 784 (Bankr. N.D.N.Y. 1987); Northern Trust Co. v. Leavell (In re Leavell), 56B.R. 11, 13 (Bankr. S.D. Ill. 1985); In re Sheehan, 38 B.R. 859, 868 (Bankr. D. S.D. 1984). Other courtsrequire proof by a preponderance of the evidence. In re Ernst Home Center, Inc., 209 B.R. 955 (Bankr.W.D. Wash. 1997); In re Glasstream Boats, Inc., 110 B.R. 611 (Bankr. M.D. Ga. 1990); In re McCombsProperties VI, Ltd., 88 B.R. 261 (Bankr. C.D. Cal. 1988). The Debtor believes that in this case, as shownbelow, they satisfy both standards.



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B.R. 277, 289 (Bankr. S.D.N.Y. 1996); In re Realty Southwest Assocs., 140 B.R. 360

(Bankr. S.D.N.Y. 1992).

42. As codified in Bankruptcy Code section 361, the principal purposeof adequate protection is to protect a secured creditor from diminution in value of its

interest in collateral caused by the debtors use of that collateral during the period that

the collateral is used. In re Carbone Companies, 395 B.R. 631, 635 (Bankr. N.D. Ohio

2008) (test is whether the secured partys interest is protected from diminution or

decrease as a result of the proposed use of cash collateral); In re Continental Airlines,

Inc., 146 B.R. 536, 539 (Bankr. D. Del. 1992) (noting that Post-Timbers courts have

uniformly required a movant seeking adequate protection to show a decline in value of

its collateral); In re Alyucan Interstate Corp., 12 B.R. 803, 809-09 (Bankr. D. Utah 1981)

(opining that creditor entitled to adequate protection only for impairment in collateral

attributable to the stay and that not every decline in value must be recompensed, only

those which, but for the stay, could be and probably would be prevented or mitigated).

43. Thus, the focus of the adequate protection requirement is topreserve the secured creditors position at the time of the bankruptcy filing and protect

the secured creditor from diminution in the value of its collateral during the

reorganization process. In re Mosello, 195 B.R. at 288 (citation omitted); see In re

WorldCom, Inc., 304 B.R. 611, 618-19 (Bankr. S.D.N.Y. 2004) (The legislative history for

section 361 of the Bankruptcy Code, which sets forth how adequate protection may be

provided under section 363, makes clear that the purpose is to insure that the secured

creditor receives the value for which the creditor bargained for prior to the debtors

bankruptcy. However, neither the legislative history nor the Bankruptcy Code

require the Court to protect a creditor beyond what was bargained for by the parties.)



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44. Here, the Prepetition Secured Lenders have consented to theDebtors use of Cash Collateral subject to (i) the use of such funds under the Budget and

reporting requirements, (ii) the making of Adequate Protection Payments, and (iii) the

granting of the Adequate Protection Liens on all assets of the Debtor, which

replacement liens shall be junior only to the Carve-Out, and any Permitted Prior Liens,

and Adequate Protection Superpriority Claims, subject only to the Carve-Out. As to the

latter, the Debtor proposes to give the Prepetition Secured Lenders replacement liens

and superpriority claims under section 507(b),provided that the claims and liens shall be

granted to the extent of any diminution in the value of their respective interests in the

Prepetition Collateral resulting from the use of Cash Collateral, the authorized use, sale

or lease of Prepetition Collateral, the subordination of the Prepetition Liens to the Carve

Out, and the imposition of the automatic stay (collectively, the Diminution in Value)

pursuant to sections 361, 362, and 363 of the Bankruptcy Code, and to secure the

Indemnity Obligations.

45. Additionally, the Guidelines for Financing Requests of theBankruptcy Court of the Southern District of New York (the Guidelines) require

disclosure of any so-called Extraordinary Provisions that ordinarily will not be

approved without substantial cause shown, compelling circumstances and reasonable

notice. Courts in this District have recognized that adequate protection may include

liens on avoidance actions and their proceeds. See e.g., In re Grubb & Ellis Company,

Case No. 12-10685 (MG) (Bankr. S.D.N.Y. February 22, 2012) (Docket No. 27, interimorder); In re Lyondell Chem. Co., Case No. 09-10023 (REG) (Bankr. S.D.N.Y. January 9,

2009) (Docket No. 79) (granting DIP Lenders first lien on, inter alia, proceeds of

avoidance actions); see generally, Official Comm. of Unsecured Creditors of Motors

Liquidation Co. v. U.S. Dep't of the Treasury (In re Motors Liquidation Co.), 460 B.R.



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603 (Bankr. S.D.N.Y. 2011) (there is no hard and fast prohibition against granting liens

on avoidance actions); citing In re AppliedTheory, 2008 WL 1869770, at *1 (Bankr.

S.D.N.Y. April 24, 2008) (further stating that granting secured lenders a lien on

avoidance proceeds on interim and final basis was appropriate in exchange for the

debtors use of cash collateral); see also Unsecured Creditors Comm. v. Jones Truck

Lines, Inc., 156 B.R. 608, 610 (Bankr. W.D. Ark. 1992) (Post-petition liens, however,

may be extended to avoidance actions . . . .).

46. Here, the proposed granting of liens on avoidance actions and theproceeds therefrom, and upon entry of a Final Order, authority to settle such avoidance

claims or causes of action is warranted because (a) this case cannot be administered

without the use of the Prepetition Secured Lenders collateral and (b) there is no

additional collateral or other unencumbered assets of the estate available to protect the

Prepetition Secured Lenders against any Diminution in Value thereof. In re Ellingsen

MacLean Oil Co., Inc., 98 B.R. 284 (Bankr. W.D. Mich. 1989) (Property of the estate

includes preferences recovered by the trustee).

47. The proposed adequate protection package is reasonable, necessaryand appropriate to preserve and protect against the diminution in value of the

Prepetition Collateral and the Prepetition Secured Lenders interests therein. As a

practical matter, without use of the Cash Collateral, DL has no available means of

preserving its records, protecting employee entitlements to accrued benefits, protecting

remaining client documents, and administering its estate. The use of Cash Collateral

prescribed in the Budget to facilitate the wind-down of the Debtors business and

liquidate its assets in an orderly fashion will help to preserve value for all interested

stakeholders. Also, the proposed granting of liens on avoidance actions and the



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proceeds therefrom is warranted because there is no additional collateral or other

unencumbered assets of the estate available to protect the Prepetition Secured Lenders

against any Diminution in Value. Therefore, the grant of liens on all avoidance actions

is the only adequate protection available. As such, the terms and conditions of the use

of Cash Collateral are fair and reasonable and were negotiated by the parties in good

faith and at arms length. The Debtor has determined, therefore, that seeking the use of

Cash Collateral is an exercise of its reasonable business judgment. Accordingly, the

Debtor should be authorized to use Cash Collateral as set forth herein.

B. Modification of the Automatic Stay on a Limited Basis is Warranted

48. The relief requested herein contemplates a modification of theautomatic stay pursuant to Bankruptcy Code section 362(a) to the extent necessary to

permit the Prepetition Secured Lenders upon the continuation of any Event of Default,

all rights and remedies provided for in the Prepetition Credit Documents, the Interim

Order, and the Final Order, after five (5) business days notice thereof, and to take

various actions without further order of or application to the Court.

49. Stay modification provisions of this sort are ordinary and usualfeatures of, in the Debtors business judgment, are reasonable under the present

circumstances. Accordingly, the Court should modify the automatic stay to the extent

contemplated by the proposed Orders.

C. Interim Approval and Scheduling of Final Hearing

50. As set forth above, Bankruptcy Rules 4001(b) and (c) provide that afinal hearing on a motion to use cash collateral pursuant to section 363 of the

Bankruptcy Code may not be commenced earlier than fourteen (14) days after the

service of such motion. Upon request, however, the Court is empowered to conduct a



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preliminary expedited hearing on the motion and to authorize the use of cash collateral

and the obtaining of credit to the extent necessary to avoid immediate and irreparable

harm to a debtors estate.

51. Given the immediate and irreparable harm to be suffered by theDebtor absent interim relief, the Debtor respectfully requests that the Court schedule

and conduct a preliminary hearing on the motion and (a) authorize the Debtor, from the

entry of the Interim Order until the Final Hearing to utilize Cash Collateral, and

(b) schedule the Final Hearing.

D. Waiver of Bankruptcy Rules 6004(a) and (h)

52. The Debtor believes an efficient and expeditious approval toutilize Cash Collateral is in the best interest of its creditors and other parties in

interest. Accordingly, the Debtor seeks waiver of the notice requirements under

Bankruptcy Rule 6004(a) and the 14-day stay of orders authorizing the use, sale, or

lease of property under Bankruptcy Rule 6004(h).

NOTICE

53. Notice of this Cash Collateral Motion has been provided by eitherfacsimile, electronic transmission, overnight delivery, or hand delivery to: (i) the U.S.

Trustee; (ii) the Internal Revenue Service; (iii) the Office of the United States Attorney

for the Southern District of New York; (iv) the entities listed on the Debtors List of

Creditors Holding the twenty (20) Largest Unsecured Claims filed pursuant to

Bankruptcy Rule 1007(d); (v) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of

Americas, New York, New York 10036, Attn: Kenneth Eckstein and Robert Schmidt (as

counsel to the Administrative Agent and Collateral Agent); (vi) Bingham McCutchen

LLP, 399 Park Avenue, New York, NY 10022, Attn: Michael J. Reilly and Ronald J.



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Silverman (as counsel to the noteholders); (viii) any known secured creditors of record;

(ix) any known parties asserting liens against the Debtors assets; and (x) any parties

required to be served under any applicable Bankruptcy Rule or Local Rules.

54. The Debtor submits that, under the circumstances, no other orfurther notice is necessary.

NO PRIOR REQUEST

55. No prior request for the relief sought herein has been made to thisCourt or any other court.

WHEREFORE, the Debtor respectfully requests that this Court: (i) enter

an Interim Order substantially in the form attached as Exhibit 1 granting the relief

sought herein; (ii) enter a Final Order after a Final Hearing; and (iii) grant such other

and further relief to the Debtor as the Court may deem proper.

Dated: New York, New YorkMay 28, 2012

DEWEY & LEBOEUF LLPBy Its Proposed CounselTOGUT, SEGAL & SEGAL LLP

By:

/s/Albert TogutALBERT TOGUTSCOTT E. RATNERMembers of the FirmOne Penn Plaza, Suite 3335New York, New York 10119(212) 594-5000
