FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...misrepresentations by BGF Management. h. Removing property of the company

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 )

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

Debtors. ) (Jointly Administered) )

MOTION OF DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF

BOSTON FINANCE GROUP, LLC RELATING TO LEXINGTON LOGISTICS, LLC PURSUANT TO BANKRUPTCY RULE 2004

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

"Debtor" or "Spara"), hereby submits this motion (this "Motion") pursuant to Rule 2004 of the

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

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

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

examination of Boston Finance Group, LLC ("BFG") regarding its stewardship of Lexington

Logistics, LLC ("Lexington"), as further described below. Lexington is a non-debtor subsidiary

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

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

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Case 12-13262-BLS Doc 1053 Filed 09/17/13 Page 1 of 12

JURISDICTION AND VENUE

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

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

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

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

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

of the Local Rules.

BACKGROUND

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

Industries, LLC and Spara commenced their cases by filing voluntary petitions for relief under

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

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

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

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

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

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

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

No committee has been appointed in the cases of Spara, Greenwood Forgings, LLC, or US Tool

& Engineering, LLC. No trustee or examiner has been appointed in any of the Debtors’ chapter

11 cases.

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5. On March 12, 2013, Spara filed the Expedited Motion of Debtor Spara,

LLCfor Entry of Order Directing the Examination of Sandeep Gupta, John Fernando and

Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 [Docket No. 356] (the "Initial

2004 Motion")

6. On March 20, 2013, the Court entered its Consent Order Directing

Examination of Sandeep Gupta and Lexington Logistics, LLC Pursuant to Bankruptcy Rule 2014

(the "Consent Order"). The Consent Order did not address the Initial 2004 Motion as it related

to John Fernando or BFG. 2

BACKGROUND RELATED TO LEXINGTON

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

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

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

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

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

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

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

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

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

On April 17, 2013, the Debtor filed the Emergency Motion of the Debtor Spara, LLCfor Further Hearing on Debtor Spara, LLC ’s Expedited Motion for Entry of Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Rule 2004 and the Entry of Order Directing the Examination ofLexington Logistics, LLC and Boston Finance Group, LLC Pursuant to Federal Rule of Civil Procedure 30(B)(6) [Docket No. 500]. This motion was withdrawn without prejudice on the same day that it was filed.

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

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

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

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

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

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

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

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

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

November 6, 2012. BFG appointed the following representatives of BFG to positions at

Lexington (together, "BFG Management"):

a. Leo J. Govoni as Chairman of the Board,

b. John Fernando as President,

C. Anthony Janicki as Vice President,

d. Jonathan Golden as Secretary and General Counsel, and

e. Howard Harris as Treasurer and Chief Financial Officer.

10. On November 12, 2012, BFG notified Spara that it had terminated the

employment of Curtis Zamec, the prior President of Lexington and an acknowledged industry

expert.

11 On November 16, 2012, BFG authorized Lexington to obtain a bridge loan

from BFG for $750,000. BFG loaned Lexington a net amount of $637,500, retaining $112,500

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as prepaid interest. Lexington is the sole obligor on the $750,000 loan amount, which remains

outstanding.

12. On November 20, 2012, BFG provided notice to Spara that it had

exercised its rights to acquire 10% of Lexington "pursuant to the Warrant and Option dated June

11, 2011" (the Warrant and Option was actually dated June 21, 2011).

13. BFG subsequently installed Sandeep Gupta as Chief Restructuring Officer

of Lexington.

14. As noted above, the Court entered the Consent Order on March 20, 2013.

The Consent Order required Mr. Gupta, in his capacity as Chief Restructuring Officer of

Lexington and on behalf of Lexington, to provide certain information to Spara relating to the

operations of Lexington and its financial affairs.

15. Subsequent to entry of the Consent Order, by letter dated April 17, 2013,

BFG revoked its exercise of voting rights in Lexington. Spara, by virtue of its ninety-percent

ownership of the membership interests of Lexington, has therefore regained management control

of Lexington. Mr. Gupta has been removed as Chief Restructuring Officer of Lexington.

POTENTIAL CLAIMS AGAINST BFG

16. Spara believes that Lexington was mismanaged during the period of

BFG’s control as "lender-in-possession" and that substantial claims may exist against BFG and

BFG Management individually.

17. Upon information and belief, none of the individuals installed by BFG as

Lexington management had any experience in manufacturing, the plastics industry generally, or

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the pallet and logistics industry specifically. Further, upon information and belief, most if not all

of BFG Management had full-time jobs in other capacities with BFG, leaving them completely

unqualified and unavailable to fulfill active management roles for Lexington.

18. Pursuant to the Delaware Uniform Commercial Code §9-207, BFG’s

actions gave rise to specific duties including, 9-207(a) Duty of Care - a secured party shall use

reasonable care in the custody and preservation of collateral in the secured party’s possession. In

addition, BFG Management assumed individual fiduciary obligations to Spara as the sole owner

of Lexington. Those obligations included, but were not limited to the duties of loyalty, honesty,

due care, and good faith and fair dealing.

19. Upon information and belief, BFG and BFG Management breached their

fiduciary duties to Lexington and Spara (the "Breaches") by, among other things:

a. Terminating Curtis Zamec on November 12, 2012. Mr. Zamec

was the founder and previous owner of Lexington. Upon information and belief,

BFG Management was not qualified to replace the experiential, historical, and

industry specific knowledge that Mr. Zamec possessed.

b. Terminating Rick Sasse. Mr. Sasse was the lead revenue generator

for Lexington. Upon information and belief, BFG Management did not have the

ability to replace the revenue generated by Mr. Sasse.

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C. Motivating Hardy Johnson to resign his position. Mr. Johnson was

the lead technological expert at Lexington. Upon information and belief, Mr.

Johnson resigned as a result of actions taken by BFG Management.

d. Forcing Lexington to borrow money from BFG on very

unfavorable terms.

e. Mismanaging the supplier base which caused the suppliers to

revoke all extensions of credit effectively constraining the cash flow of

Lexington.

f. Failing to enter into a lease extension on real property prior to

lease expiration.

g. Making misleading statements to suppliers that ultimately resulted

in lawsuits being filed by the suppliers alleging, among other things,

misrepresentations by BGF Management.

h. Removing property of the company prior to relinquishing control

which has yet to be returned.

20. The foregoing Breaches caused Lexington’s performance to decline,

including reductions in contribution and EBITDA margins and operating metrics. Specifically,

during the period of BFG’s management of Lexington, (a) quality control declined and rework

costs increased significantly beyond historical norms, (b) customer relationships worsened and

DOCSSF:83848.7 73864/001 7


sales declined; (c) vendors lost confidence in the company and reduced credit terms, further

depleting the company’s liquidity; and (d) the company was required to incur additional

professional fees. Ultimately, Lexington’s principal secured lender, Fifth Third Bank, as Agent,

sued Lexington and sought the appointment of a receiver in Wisconsin state court further eroding

Lexington’s business.

21. The foregoing recitation of facts provides an overview of potential claims

that may exist against BFG. The purpose of this Motion is to obtain additional and more detailed

information from BFG about Lexington and the actions taken by BFG and the individual officers

during their tenure as manager of Lexington and officers of Lexington, respectively, so that the

Debtor can determine whether any cognizable claims exist against BFG.

RELIEF REQUESTED

22. By this Motion, the Debtor seeks entry of an order directing BFG to

produce documents to the Debtor in response to the document requests attached hereto as Exhibit

A (the "Document Requests"). The Debtor requests that responses to the Document Requests be

delivered to the attention of Laura Davis Jones, at Pachuiski Stang Ziehi & Jones LLP, 919

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

within fifteen (15) days after entry of an order granting this Motion or at such other place and

time as may be agreed upon by counsel.

23. The Debtor further seeks entry of an order directing Leo J. Govoni, John

Fernando, Anthony Janicki, and Howard Harris to appear for oral examination regarding

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Lexington, such examination to take place at the offices of Pachulski Stang Ziehl & Jones LLP,

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

Debtor’s counsel. The Debtor also requests that the Court require BFG to designate one or more

representatives to appear for oral examination regarding the topics set forth in the Document

Requests. The oral examinations will occur at the offices of Pachuiski Stang Ziehl & Jones LLP,

919 North Market Street, 17th Floor, Wilmington, Delaware 19801, or other mutually agreeable

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

BASIS FOR RELIEF

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

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

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

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

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

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

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

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

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

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

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

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

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

D0055F:83848.7 73864/001 9


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

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

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

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

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

(citations omitted).

26. In addition, the Court may order BFG to designate informed persons to

testify on its behalf regarding its management of Lexington and the matters addressed in the

Document Requests. See, e.g., In re Analytical Sys., Inc., 71 B.R. 408, 412 (Bankr. N.D. Ga.

1987) ("The application of the discovery device of Bankruptcy Rule 7030 (Fed.R.Civ.P. 30), for

a corporation to designate and inform persons to testify on its behalf to Bankruptcy Rule 2004

examinations is both consistent with and assists in the accomplishment of expeditious

administration.").

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

such as BFG. See e.g., In re Wilcher, 56 B.R. 428, 433 (Bankr. N.D. Ill. 1985) (Bankruptcy Rule

2004 examination "may extend to creditors and third parties who have had dealings with the

debtor’). This is because "[t]h clear intent of Rule 2004 .. . is to give parties in interest an

opportunity to examine individuals having knowledge of the financial affairs of the debtor in

order to preserve the rights of creditors." In re GHR Cos., Inc.,41 B.R. 655, 660 (Bankr. D.

Mass. 1984).

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28. In this case, an order pursuant to Rule 2004 is both appropriate and

necessary. Although the Debtor has regained management control of Lexington, BFG’s period

of stewardship of Lexington appears to have caused significant harm to Lexington’s ongoing

business operations and future prospects. The Debtor requires access to BFG’ s documents and

representatives in order to further investigate potential claims against BFG relating to Lexington.

Such claims may constitute a significant asset of Spara’s estate. This inquiry falls squarely

within the permissible scope of discovery under Bankruptcy Rule 2004.

CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1

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

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

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

and no agreement was reached.

NOTICE

30. Notice of this Motion has been given to the following parties: (a) the

Office of the United States Trustee for the District of Delaware; (b) counsel to the Debtors’

prepetition secured creditors; (c) counsel to BFG; (d) counsel to the Official Committee of

Unsecured Creditors of Revstone Industries, LLC; and (e) those persons who have requested

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

that, in light of the nature of the relief requested, no other or further notice need be given.

DOCSSF:83848.7 73864/001 11


PRIOR REQUEST

31. As noted above, the Court previously entered the Consent Order, but such

order did not address any request for relief against BFG. Hence, no prior request for the relief

sought herein as to BFG has been presented to this or any other court.

WHEREFORE, for the reasons discussed herein, the Debtor respectfully

requests entry of an order substantially in the form submitted herewith: (a) granting this Motion

in its entirety; (b) directing BFG to produce documents to the Debtor in response to the

Document Requests; (c) directing BFG to designate one or more representatives to appear for

oral examination regarding the topics set forth in the Document Requests; and (d) granting such

other and further relief as this Court deems just and proper under the circumstances.

Dated: September 17, 2013 PACHp1STANG ZIEHL & JONES LLP

4,

ju1 Laura Davis Jon’rar No. 2436) Alan J. Komfeld (CA Bar No. 130063) Maxim B. Litvak (CA Bar No. 215852) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: 1jonespszj1aw.com

akornfe1dpszjlaw.com [email protected] [email protected]

Counsel for Debtor and Debtor in Possession

DOCSSF:83848.7 73864/001 12





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

Debtors. ) (Jointly Administered)

Objection Deadline: October 9, 2013, at 4:00 p.m. (prevailing Eastern time) Hearing: October 16, 2013, at 11:00 a.m. (prevailing Eastern time)

NOTICE OF MOTION OF DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF

BOSTON FINANCE GROUP, LLC RELATING TO LEXINGTON LOGISTICS, LLC PURSUANT TO BANKRUPTCY RULE 2004

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

PLEASE TAKE NOTICE that on September 17, 2013, Spara, LLC, a debtor and

debtor in possession in the above captioned cases (the "Debtor" or "Spara"), filed the attached

Motion of Debtor Spara, LLCfor Entry of Order Directing the Examination of Boston Finance

Group, LLC Relating to Lexington Logistics, LLC Pursuant to Bankruptcy Rule 2004 (the

"Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market

Street, Wilmington, Delaware 19801 (the "Bankruptcy Court").

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

DOCSDE: 189525.1 73864/001

Case 12-13262-BLS Doc 1053-1 Filed 09/17/13 Page 1 of 3

PLEASE TAKE FURTHER NOTICE that any response or objection to the

Motion must be in writing and filed with the Bankruptcy Court on or before October 9, 2013, at

4:00 p.m. (prevailing Eastern time). You must also serve a copy of the response or objection

upon: (i) counsel to the Debtors: Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street,

17th Floor, P.O. Box 8705, Wilmington, DE 19899-8705 (Courier 19801), Attn: Laura Davis

Jones, Esq.; (ii) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844

N. King Street, Suite 2207, Lock Box 35, Wilmington, DE 19801, Attn: Jane Leamy, Esq.; (iii)

counsel to Boston Financial Group: (a) DLA Piper LLP (US), 919 N. Market Street, 15th Floor,

Wilmington, DE 19801, Attn: Stuart Brown and (b) DLA Piper LLP (US), 1251 Avenue of the

Americas, 27th Floor, New York, NY 10020, Attn: Gregg M. Galardi, Esq; and (iv) counsel to

the Official Committee of Unsecured Creditors of Revstone Industries, LLC: Womble Carlyle

Sandridge & Rice, LLP, 222 Delaware Avenue, Suite 1501, Wilmington, DE 19801, Matthew P.

Ward, Esq.

[Remainder ofpage intentionally left blank]

DOCSDE:189525.1 73864/001 2


IF YOU FAIL TO RESPOND N ACCORDANCE WITH THIS NOTICE, THE

BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION

WITHOUT FURTHER NOTICE OR HEARING. IF A TIMELY RESPONSE OR OBJECTION

IS RECEIVED, A HEARING ON THE MOTION WILL BE HELD ON OCTOBER 16, 2013,

AT 11:00 A.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE

BRENDAN L. SHANNON, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED

STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET

STREET, SIXTH FLOOR, COURTROOM 1, WILMINGTON, DELAWARE 19801.

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

/_’/__-y7 j;.

Laura Davis Jones (Bar No. 2436) David M. Bertenthal (CA Bar No. 167624) Timothy P. Cairns (Bar No. 4228) Cohn R. Robinson (Bar No. 5524) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: Ijones@ pszjlaw.com

dbertenthal@ pszjlaw.com tcairnspszj1aw.com

Counsel for the Debtors and Debtors in Possession

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EXHIBIT A

Document Requests

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

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

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

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

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

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

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

specifically including any persons appointed, retained, or hired by (a) Lexington Logistics, LLC

f/kla Spara Logistics, LLC or Trienda ("Lexington") during BFG’s tenure as manager of

Lexington, or (b) BFG in its capacity as manager of Lexington.

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

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

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

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

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

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

representatives and advisors, specifically including any persons appointed, retained, or hired by

(a) Lexington during BFG’s tenure as manager of Lexington, or (b) BFG in its capacity as

manager of Lexington.

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

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

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

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

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

INSTRUCTIONS

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

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

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

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

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

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

use or interpret such data.

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

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

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

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

relates.

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

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

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

DOCSSF:83848.7 73864/001 2


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

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

why the document is not capable of being produced.

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

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

time of initial production.

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

1, 2012 through the present.

TOPICS FOR EXAMINATION

1. BFG’s exercise of its voting rights in Lexington, including without

limitation installing BFG as manager of Lexington, appointing certain new officers of Lexington,

and exercising BFG’s option to purchase a ten percent (10%) interest in Lexington.

2. BFG’s background and experience in manufacturing, the plastics industry

generally, or the pallet and logistics industry specifically.

3. Governance of Lexington during BFG’s stewardship of Lexington,

including without limitation any communications by BFG or its representatives relating to

Lexington.

4. Actions taken by BFG and its representatives or designees during BFG’s

stewardship of Lexington, including without limitation (a) management decisions affecting

Lexington, (b) hiring and termination practices with respect to officers and employees of

Lexington, including without limitation the terminations of Curtis Zamec and Rick Sasse and

DOCSSF:83848.7 73864/001 3


resignation of Hardy Johnson, (c) efforts to market Lexington’s assets, raise additional capital for

Lexington, or restructure existing obligations of Lexington, and (d) communications with

vendors, creditors, employees and customers of Lexington, including communications with

Sandeep Gupta and Fifth Third Bank, as Agent ("FifthThird").

5. Communications with any third parties relating to Lexington, including

the press and any blogs or websites that have published information relating to Lexington.

6. BFG’s relinquishment of management control of Lexington.

7. Any other topics addressed in the Document Requests below or the

documents produced in response thereto.

DOCUMENT REQUESTS

All corporate governance documents of Lexington, including minute

books and board presentations.

2. All documents received or prepared by BFG relating to Lexington.

3. All documents relating to BFG’s exercise of its voting rights in Lexington,

including installing BFG as manager of Lexington, appointing certain new officers of Lexington,

and exercising BFG’s option to purchase a ten percent (10%) interest in Lexington.

4. All documents relating to BFG’s background and experience in

manufacturing, the plastics industry generally, or the pallet and logistics industry specifically.

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

meetings) of BFG relating to Lexington or its membership interests, together with the minutes of

executive and other committees and any board or committee presentations.

DOCSSF:83848.7 73864/001 4


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

members or affiliates of BFG relating to Lexington or its membership interests.

7. All documents relating to actions taken by BFG and its representatives or

designees during BFG’s stewardship of Lexington, including without limitation (a) management

decisions affecting Lexington, (b) hiring and termination practices with respect to officers and

employees of Lexington, including without limitation the terminations of Curtis Zamec and Rick

Sasse and resignation of Hardy Johnson, (c) efforts to market Lexington’s assets, raise additional

capital for Lexington, or restructure existing obligations of Lexington, and (d) communications

with vendors, creditors, employees and customers of Lexington, including communications with

Sandeep Gupta and Fifth Third.

All documents relating to BFG’s relinquishment of management control of

Lexington.

9. All communications relating to the documents requested in Requests 1

through 8 above.

10. All communications between BFG and Lexington.

11. All communications between BFG and Fifth Third relating to Lexington.

12. All communications between BFG and any other parties or

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

including the press and any blogs or websites that have published information relating to

Lexington.

DOCSSF:83848.7 73864/001


EXHIBIT B

Certification of Compliance with Local Rule 2004-1

DOCSSF:83848.7 73864/001





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


CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1 IN CONNECTION WITH MOTION OF DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF BOSTON FINANCE GROUP, LLC RELATING

TO LEXINGTON LOGISTICS, LLC PURSUANT TO BANKRUPTCY RULE 2004

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

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

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

District of Delaware in connection with the above-captioned motion (the "Motion") 2 pursuant to

Rule 2004 of the Federal Rules of Bankruptcy Procedure.

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

DOCSSF:83848.7 73864/001


2. Prior to the filing of the Motion, I conferred with Gregg Galardi, counsel

for BFG, as to whether BFG would agree to voluntarily produce documents and witnesses

consistent with the Motion. Mr. Galardi advised that BFG would not do so pursuant to an agreed

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

Dated: September 17, 2013

By: 1J Timothy P. Cairns

DOCS_SF:83848.7 73864/001 3





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


)

ORDER DIRECTING THE EXAMINATION OF BOSTON FINANCE GROUP, LLC RELATING TO LEXINGTON

LOGISTICS, LLC PURSUANT TO BANKRUPTCY RULE 2004

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

Directing the Examination of Boston Finance Group, LLC Relating to Lexington Logistics, LLC

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Motion") 2 and any

responses thereto; and after a hearing on the Motion; and upon the record thereof; and after due

deliberation thereon; and good and sufficient cause existing therefor, it is hereby

ORDERED that:

The Motion is granted.

2. BFG is directed to produce documents to the Debtor in response to the

Document Requests attached to the Motion and shall deliver such documents or other responses

to the attention of Laura Davis Jones, at Pachuiski Stang Ziehl & Jones LLP, 919 North Market

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

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

DOCS_SF:83848.7 73864/001


(15) days after entry of this order or at such other place and time as may be agreed upon by

Debtor’s counsel.

Leo J. Govoni, John Fernando, Anthony Janicki and Howard Harris shall

appear for oral examination regarding Lexington, such examination to take place at the offices of

Pachulski Stang Ziehl & Jones LLP, 19 North Market St., 17 ’h Floor, Wilmington, Delaware

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

4. BFG shall also designate a representative or representatives pursuant to

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

the topics set forth in the Document Requests, such examination to take place at the offices of

Pachuiski Stang Ziehl & Jones LLP, 919 North Market St., 17th Floor, Wilmington, Delaware

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

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

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

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

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

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

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

Dated: ,2013

HONORABLE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE

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REVSTONE INDUSTRIES, LLC, et al.,’ ) Case No. 12-13262 (BLS) ) (Jointly Administered)

Debtors. ) )

CERTIFICATE OF SERVICE

I, Cohn R. Robinson, hereby certify that on the 17th day of September, 2013, I

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

service list(s), in the manner indicated thereon:

Notice of Motion of Debtor Spara, LLCfor Entry of Order Directing the Examination of Boston Finance Group, LLC Relating to Lexington Logistics, LLC Pursuant to Bankruptcy Rule 2004; and

Motion of Debtor Spara, LLCfor Entry of Order Directing the Examination of Boston Finance Group, LLC Relating to Lexington Logistics, LLC Pursuant to Bankruptcy Rule 2004 [including Exhibits A and B thereto]; and

[Proposed] Order Directing the Examination of Boston Finance Group, LLC Relating to Lexington Logistics, LLC Pursuant to Bankruptcy Rule 2004

e cw ,, Cohn R. Robinson (Bar No. 5524)

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

DOCS_DE: 189525.173864/001


Revstone Consolidated 2002 Service List (First Class) Lead Case No. 12-13262 Document No. 185822 01 - INTEROFFICE MAIL 01 �VIA EMAIL 14� HAND DELIVERY 33� FIRST CLASS MAIL

Laura Davis Jones, Esquire Timothy P. Cairns, Esquire Pachulski Stang Ziehi & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

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

VIA EMAIL (Counsel to George S. Hofineister) Sheldon S. Toll, Esquire Sheldon S. Toll PLLC Email: [email protected]

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

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

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

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

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

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

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


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

HAND DELIVERY (Counsel to Bridgeport Capital Funding LLC) Patrick J. Reilly, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1400 Wilmington, DE 19801

HAND DELIVERY (Counsel to GE CF Mexico of S.A. de C. V) Kurt F. Gwynne, Esquire and Lucy Qiu, Esquire Reed Smith LLP 1201 N. Market Street, Suite 1500 Wilmington, DE 19801

HAND DELIVERY (Counsel to Hillsdale Salaried Pension Plan and Hillsdale Hourly Pension Plan) Joel A. Waite, Esquire, Kenneth J. Enos, Esquire Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801

HAND DELIVERY (Counsel to Cole Taylor Bank) Victoria A. Guilfoyle, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE 19801

HAND DELIVERY (Counsel to Shiloh Die Cast Midwest LLC) Brian A. Sullivan, Esquire Werb & Sullivan 300 Delaware Avenue, Suite 1300 P.O. Box 25046 Wilmington, DE 19899

HAND DELIVERY (Counsel to RI SPC) Thomas J. Francella, Jr., Esquire Whiteford Taylor & Preston LLC 405 North King Street, Suite 500 Wilmington, DE 19801

FIRST CLASS MAIL Securities & Exchange Commission Office of General Counsel - Bankruptcy 100 F. Street, NE Washington, DC 20549

FIRST CLASS MAIL Andrew Calamari, Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281

FIRST CLASS MAIL Delaware State Treasury 820 Silver Lake Blvd., Suite 100 Dover, DE 19904

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

FIRST CLASS MAIL Internal Revenue Service P0 Box 7346 Philadelphia, PA 19101


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

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

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

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

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

FIRST CLASS MAIL (Counsel to Ford Motor Company) Stephen S. LaPlante, Esquire Jonathan S. Green, Esquire Marc N. Swanson, Esquire Miller, Canfield, Paddock and Stone, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226

FIRST CLASS MAIL David Boyle Airgas, Inc. 259 Radnor-Chester Road, Suite 100 P. 0. Box 6675 Radnor, PA 01908

FIRST CLASS MAIL Cassandra B. Caverly, Esquire Desiree M. Amador, Esquire M. Katie Burgess, Esquire Pension Benefit Guaranty Corp. Office of the Chief Counsel 1200 K Street, N.W. Washington, DC 20005

FIRST CLASS MAIL Ruben R. Chapa, Esquire Senior Trial Attorney, Office of the Solicitor U.S. Department of Labor 230 South Dearborn, Room 844 Chicago, IL 60604

FIRST CLASS MAIL Matthew M. Scheff, Esquire Trial Attorney - U.S. Department of Labor Office of the Solicitor 1240 E. 9th Street, Room 881 Cleveland, OH 44199

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


FIRST CLASS MAIL (Counsel to Nexteer Automotive Corporation) Thomas B. Radom, Esquire Butzel Long, PC Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304

FIRST CLASS MAIL (Counsel to Gary Walter, David Bagby) Don Dame!!, Esquire Dame!! Law Offices 7926 Ann Arbor Street Dexter, MI 48130

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

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

FIRST CLASS MAIL (Creditor) David R. Jury, Esquire Associate Genera! Counsel United Steelworkers Five Gateway Center Room 807 Pittsburgh, PA 15222

FIRST CLASS MAIL Donna Cutting GIL Inc. 419 E. 4th Street Royal Oak, MI 48067

FIRST CLASS MAIL (Counsel to Bridgeport Capital Funding LLC)

FIRST CLASS MAIL (Counsel to PCG Acquisition Corporation) Aaron L. Hammer, Esquire Christopher J. Horvay, Esquire Suger Fe!senthal Grais & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL 60602

FIRST CLASS MAIL (Counsel to Bry-Mac, Inc. d/b/a Dietech Tooling Solutions) Bradley J. Fisher Scholten Fant, P.C. 100 N. Third Street P0 Box 454 Grand Haven, MI 49417

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

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

Barry P. Gruher, Esquire Genovese Job!ove & Battista P.A.

Vigin Hoey and 200 E. Broward Blvd, Suite 1110 Ft. Lauderdale, FL 33301


FIRST CLASS MAIL (Counsel to GE CF Mexico of S.A. de C. V.) Michael J. Venditto, Esquire Reed Smith LLP 599 Lexington Avenue New York, NY 10022

FIRST CLASS MAIL (Counsel to Hillsdale Salaried Pension Plan and Hillsdale Hourly Pension Plan) Dennis J. Connolly, Esquire, Kevin M. Hembree, Esquire Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309

FIRST CLASS MAIL (Counsel to Cole Taylor Bank) Michael B. Schaedle, Esquire Blank Rome LLP One Logan Square Philadelphia, PA 19103

FIRST CLASS MAIL (Counsel to Shiloh Die Cast Midwest LLC) Steve E. Pryatel, Esquire Lawrence S. Crowther, Esquire Wegman, Hessler & Vanderburg 6055 Rockside Wood Blvd., Suite 200 Cleveland, OH 44131

FIRST CLASS MAIL (Counsel to Plex Systems, Inc.) Michael A. Fleming, Esquire Plunkett Cooney 38505 Woodward Avenue, Suite 2000 Bloomfield Hills, MI 48304

FIRST CLASS MAIL (Counsel to RI SPC) Andrew J. Gallo, Esquire Bingham McCutchen, LLP One Federal Street Boston, MA 02110
