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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Re: ECF Nos. 479, 523 and 530
CERTIFICATION OF COUNSEL REGARDING ORDER ESTABLISHING
PROCEDURES FOR SALE OR ABANDONMENT OF CERTAIN DE MINIMIS ASSETS
The undersigned hereby certifies as follows: On February 13, 2012, the above-captioned debtors and debtors-in- possession (collectively, the “Debtors”) filed the Debtors’ Motion to Establish Procedures for Sale or Abandonment of Certain De Minimis Assets [ECF No. 479] (the “Motion”) with the United States Bankruptcy Court for the District of Delaware (the “Court”). Pursuant to the Notice of Motion and Hearing, filed contemporaneously with the Motion, responses or objections to the Motion were to be filed no later than 4:00 p.m. (EST) on February 27, 2012 (the “Objection Deadline”)2, and a hearing to consider the Motion was scheduled for March 5, 2012 at 10:00 a.m. (EST). Prior to the Objection Deadline, formal objections to the Motion were filed by Harold LeMay [ECF No. 523] (the “Harold LeMay Objection”) and Perry Videx [ECF No. 530] (the “Perry Videx Objection” and, together with the Harold LeMay Objection, the “Objections”). Aside from the Harold LeMay Objection and the Perry Videx Objection, no other 1 The Debtors in these Chapter 11 cases, along with the last four digits of each of the Debtors’ tax identification numbers, are: SP Newsprint Holdings LLC (6180); SP Newsprint Co., LLC (7779); SP Recycling Corporation (2936); and SEP Technologies, L.L.C. (2955). The Objection Deadline was extended by the Debtors until February 28, 2012 at 4:00 p.m. (EST) solely for Harold LeMay Enterprises, Incorporated (“Harold LeMay”), and until February 29, 2012 at 4:00 p.m. (EST) solely for Perry Videx, LLC (“Perry Videx”). responses or objections to the Motion were either filed on the docket in the Chapter 11 cases or The Debtors have conferred with Harold LeMay and Perry Videx regarding the Objections, and as a result have agreed to make certain modifications to the proposed form of order approving the relief requested in the Motion originally filed with the Motion (the “Originally Proposed Order”) in resolution of the Objections. A copy of the revised form of order (the “Revised Proposed Order”) is attached hereto as Exhibit A. For the convenience of the Court and all parties-in-interest, a blackline of the Revised Proposed Order against the Originally Proposed Order is attached hereto as Exhibit B. The Revised Proposed Order has been circulated to, and approved by, (i) counsel to the Debtors, (ii) counsel to the Committee, (iii) counsel to the agent for the Debtors’ lenders, (iv) Harold LeMay, (v) Perry Videx, and (vi) the Office of the United States Trustee for WHEREFORE, the Debtors respectfully request the entry of the Revised Proposed Order, substantially in the form attached hereto as Exhibit A, at the earliest Mark D. Collins (No. 2981) Lee E. Kaufman (No. 4877) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 -and- Joel H. Levitin Richard A. Stieglitz Jr. Maya Peleg CAHILL GORDON & REINDEL LLP Eighty Pine Street New York, New York 10005-1702 Telephone: (212) 701-3000 Facsimile: (212) 269-5420 Attorneys for the Debtors and Debtors-in-Possession EXHIBIT A
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Re: ECF Nos. 479, 523 and 530
ORDER ESTABLISHING PROCEDURES FOR
SALE OR ABANDONMENT OF CERTAIN DE MINIMIS ASSETS
Upon the motion (the “Motion”)2 of the Debtors for an order, pursuant to Bankruptcy Code §§ 105, 363, and 554, authorizing the sale and/or abandonment, as the case may be, of certain de minimis assets, free and clear of liens, claims, and encumbrances, without further Court approval, and establishing and approving the Sale and Abandonment Procedures, all as more fully described in the Motion and detailed below; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and the Court having found that good and sufficient cause exists for granting the Motion; and it appearing that establishing the Sale and Abandonment Procedures and effectuating sales of certain de minimis assets thereunder is within the Debtors’ sound business judgment; and any abandonment of de minimis assets effectuated under the Sale and Abandonment Procedures being appropriate under Bankruptcy Code §§ 363 and 554; and upon the record of these Chapter 11 cases and any hearings held to consider the Motion; and it The Debtors in these Chapter 11 cases, along with the last four digits of each of the Debtors’ tax identification numbers, are: SP Newsprint Holdings LLC (6180); SP Newsprint Co., LLC (7779); SP Recycling Corporation (2936); and SEP Technologies, L.L.C. (2955). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion. appearing that the relief requested in the Motion is appropriate in the context of these cases and in the best interests of the Debtors and their respective estates, creditors, and all other parties-in- interest; and it appearing that notice of the Motion and the relief requested therein was adequate and proper under the circumstances of these Chapter 11 cases, and it appearing that no other or IT IS HEREBY ORDERED THAT:
The Motion is granted as set forth herein. Pursuant to Bankruptcy Code §§ 105(a), 363(b), (f), and (m), and 554(a), the Debtors are authorized to sell or abandon de minimis assets, as the case may be, having an estimated book value of $50,000 or less, in accordance with the following procedures: The Debtors shall file and serve a Notice via e-mail, facsimile, or overnight delivery, as applicable and appropriate under the circumstances, on the Notice Parties for (i) any asset proposed to be sold to an insider, as such term is defined in the Bankruptcy Code, (ii) any sale or abandonment of an asset with a book value of $30,000 or more, and (iii) any sale to a buyer that when considered with previous purchases would result in a sale to such buyer of assets with an aggregate book value in an amount that exceeds $50,000. Each Notice would specify, among other things, the assets to be sold and the proposed sale price and any other material terms. The Debtors shall file and serve a Notice via e-mail, facsimile, or overnight delivery, as applicable and appropriate under the circumstances, on Harold LeMay Enterprises, Incorporated, successor-in-interest to Harold LeMay Properties I, LLC (“Harold LeMay”), for the proposed sale or abandonment of any assets located at 4109 192nd Street East, Tacoma, Washington. The Debtors shall file and serve a Notice via e-mail, facsmile, or overnight delivery, as applicable and appropriate under the circumstances, on Perry Videx, LLC (“Perry”), on the parties listed on Exhibit A hereto, for the proposed sale or abandonment of the assets listed on Exhibit A hereto. The Debtors and Perry’s rights and/or interest with respect to such property are reserved and shall not be modified unless the Debtors sell or abandon property in accordance with subparagraph (e) or (f) below, as applicable, of this Order. No notice must be provided for asset sales, other than those described in subparagraphs (b) and (c) above, to non-insiders with a purchase price that is less than $30,000 or abandonment of assets with a book value of less than $30,000; provided, however, that the Debtors must furnish a monthly schedule of all such assets sold or abandoned during the preceding month to the Notice Parties; provided further, however, that any such sale or abandonment, as applicable, effectuated under the Sale and Abandonment Procedures without notice shall be approved by the Debtors’ Chief Restructuring Officer. The Notice Parties, and with respect to subparagraph (b) above, Harold LeMay, and subparagraph (c) above, Perry, shall have five business days from the date on which the Notice, as applicable, is filed and served to serve an objection to the proposed transaction upon counsel for the Debtors, Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005 (Attn: Joel H. Levitin, Esq., Richard A. Stieglitz Jr., Esq., Maya Peleg, Esq., and Meghan McDermott, Esq.) and Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins, Esq. and Lee E. Kaufman, Esq.). If no written objection is received by counsel to the Debtors prior to the expiration of such five-day period, the Debtors shall be authorized to consummate the proposed sale transaction or abandon the property, as applicable, and take such actions as are reasonable or necessary to close the transaction or effectuate the abandonment, as applicable. If a Notice Party and with respect to subparagraph (b) above, Harold LeMay, and subparagraph (c) above, Perry, properly and timely serves an objection to the Notice, the Debtors and the objecting party shall use good-faith efforts to resolve the objection. If the Debtors and the objecting party are unable to achieve a consensual resolution, the Debtors may not proceed with the proposed transaction pursuant to these procedures, but shall be permitted to seek Court approval of the proposed transaction upon expedited notice, subject to this Court’s availability. Nothing in the Sale and Abandonment Procedures shall prevent the Debtors, in their sole discretion, from seeking the separate approval of this Court at any time of any proposed sale or abandonment transaction, as the case may be, upon notice and a hearing, independent of the Sale and Abandonment Procedures. Pursuant to Bankruptcy Code § 363(f), all sales of property pursuant to this Order and the Sale and Abandonment Procedures shall be free and clear of all liens, claims, and encumbrances, with any liens, claims, and encumbrances to attach to the proceeds of any Purchasers of property sold by the Debtors pursuant to this Order shall be entitled to the protections afforded by Bankruptcy Code § 363(m) in the event of a reversal or modification on appeal of this Order or any sale consummated hereunder; provided, however, that, to the extent the Debtors believe that any such purchasers are not “good-faith purchasers” under Section 363(m), the Debtors will seek separate approval for the applicable sale and shall not proceed with such sale under the Sale and Abandonment Procedures. The Debtors are authorized and empowered to take any and all actions necessary to implement the terms of this Order. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry, notwithstanding any applicability of Bankruptcy Rule 6004(h), and any sales consummated under the Sale and Abandonment Procedures shall be deemed This Court shall retain jurisdiction over all matters arising from or related to the interpretation and implementation of this Order. ___________________________________________ EXHIBIT A
Perry Videx, LLC 25 Mount Laurel Road Hainesport, NJ 08036 Dgoodman@perryvidex.com Fax: (609) 267-4499 With a copy to : Andrea Dobin, Esq. Sterns & Weinroth (1) Celleco 350 Cleaner Package with Approximately 96 Heads (1) SSI Model #5000-E Shredder with (2) 200 HP Motors (2) Meri Clarifiers – approximately 2300 GPM (1) Shinhama Kneader model CCE-7670 with 700 hp motor with spare parts. (1) FKC screw press type SHX-850-6000L Serial #11-1998 with spare parts. (1) FKC Thickener model# RSTHCS 775X3600L with spare parts. EXHIBIT B
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Re: ECF NoNos. _____479, 523 and 530
ORDER ESTABLISHING PROCEDURES FOR
SALE OR ABANDONMENT OF CERTAIN DE MINIMIS ASSETS
Upon the motion (the “Motion”)2 of the Debtors for an order, pursuant to Bankruptcy Code §§ 105, 363, and 554, authorizing the sale and/or abandonment, as the case may be, of certain de minimis assets, free and clear of liens, claims, and encumbrances, without further Court approval, and establishing and approving the Sale and Abandonment Procedures, all as more fully described in the Motion and detailed below; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and the Court having found that good and sufficient cause exists for granting the Motion; and it appearing that establishing the Sale and Abandonment Procedures and effectuating sales of certain de minimis assets thereunder is within the Debtors’ sound business judgment; and any abandonment of de minimis assets effectuated under the Sale and Abandonment Procedures being appropriate under Bankruptcy Code §§ 363 and 554; and upon The Debtors in these Chapter 11 cases, along with the last four digits of each of the Debtors’ tax identification numbers, are: SP Newsprint Holdings LLC (6180); SP Newsprint Co., LLC (7779); SP Recycling Corporation (2936); and SEP Technologies, L.L.C. (2955). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion. the record of these Chapter 11 cases and any hearings held to consider the Motion; and it appearing that the relief requested in the Motion is appropriate in the context of these cases and in the best interests of the Debtors and their respective estates, creditors, and all other parties-in- interest; and it appearing that notice of the Motion and the relief requested therein was adequate and proper under the circumstances of these Chapter 11 cases, and it appearing that no other or IT IS HEREBY ORDERED THAT:
The Motion is granted as set forth herein. Pursuant to Bankruptcy Code §§ 105(a), 363(b), (f), and (m), and 554(a), the Debtors are authorized to sell or abandon de minimis assets, as the case may be, having an estimated book value of $50,000 or less, in accordance with the following procedures: The Debtors shall file and serve a Notice via e-mail, facsimile, or overnight delivery, as applicable and appropriate under the circumstances, to on the Notice Parties for (i) any asset proposed to be sold to an insider, as such term is defined in the Bankruptcy Code, (ii) any sale or abandonment of an asset with a book value of $30,000 or more, and (iii) any sale to a buyer that when considered with previous purchases would result in a sale to such buyer of assets with an aggregate book value in an amount that exceeds $50,000. Each Notice would specify, among other things, the assets to be sold and the proposed sale price and any other material terms. b. The Debtors shall file and serve a Notice via e-mail, facsimile, or overnight delivery, as applicable and appropriate under the circumstances, on Harold LeMay Enterprises, Incorporated, successor-in-interest to Harold LeMay Properties I, LLC (“Harold LeMay”), for the proposed sale or abandonment of any assets located at 4109 192nd Street East, Tacoma, Washington. The Debtors shall file and serve a Notice via e-mail, facsmile, or overnight delivery, as applicable and appropriate under the circumstances, on Perry Videx, LLC (“Perry”), on the parties listed on Exhibit A hereto, for the proposed sale or abandonment of the assets listed on Exhibit A hereto. The Debtors and Perry’s rights and/or interest with respect to such property are reserved and shall not be modified unless the Debtors sell or abandon property in accordance with subparagraph (e) or (f) below, as applicable, of this Order. b.No notice must be provided for asset sales , other than those described in subparagraphs (b) and (c) above, to non-insiders with a purchase price that is less than $30,000 or abandonment of assets with a book value of less than $30,000; provided, however, that the Debtors must furnish a monthly schedule of all such assets sold or abandoned during the preceding month to the Notice Parties; provided further, however, that any such sale or abandonment, as applicable, effectuated under the Sale and Abandonment Procedures without notice shall be approved by the Debtors’ Chief Restructuring Officer. c.The Notice Parties , and with respect to subparagraph (b) above, Harold LeMay, and subparagraph (c) above, Perry, shall have five business days from the date on which the Notice, as applicable, is filed and served to serve an objection to the proposed transaction upon counsel for the Debtors, Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005 (Attn: Joel H. Levitin, Esq., Richard A. Stieglitz Jr., Esq., Maya Peleg, Esq., and Meghan McDermott, Esq.) and Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins, Esq. and Lee E. Kaufman, Esq.). If no written objection is received by counsel to the Debtors prior to the expiration of such five-day period, the Debtors shall be authorized to consummate the proposed sale transaction or abandon the property, as applicable, and take such actions as are reasonable or necessary to close the transaction or effectuate the abandonment, as applicable. d.If a Notice Party and with respect to subparagraph (b) above, Harold LeMay, and subparagraph (c) above, Perry, properly and timely serves an objection to the Notice, the Debtors and the objecting Notice Party party shall use good-faith efforts to resolve the objection. If the Debtors and the objecting Notice Party party are unable to achieve a consensual resolution, the Debtors may not proceed with the proposed transaction pursuant to these procedures, but shall be permitted to seek Court approval of the proposed transaction upon expedited notice, subject to this Court’s availability. Nothing in the Sale and Abandonment Procedures shall prevent the Debtors, in their sole discretion, from seeking the separate approval of this Court at any time of any proposed sale or abandonment transaction, as the case may be, upon notice and a hearing, independent of the Sale and Abandonment Procedures. .Pursuant to Bankruptcy Code § 363(f), all sales of property pursuant to this Order and the Sale and Abandonment Procedures shall be free and clear of all liens, claims, and encumbrances, with any liens, claims, and encumbrances to attach to the proceeds of any .Purchasers of property sold by the Debtors pursuant to this Order shall be entitled to the protections afforded by Bankruptcy Code § 363(m) in the event of a reversal or modification on appeal of this Order or any sale consummated hereunder; provided, however, that, to the extent the Debtors believe that any such purchasers are not “good-faith purchasers” under Section 363(m), the Debtors will seek separate approval for the applicable sale and shall not proceed with such sale under the Sale and Abandonment Procedures. The Debtors are authorized and empowered to take any and all actions necessary to implement the terms of this Order. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry, notwithstanding any applicability of Bankruptcy Rule 6004(h), and any sales consummated under the Sale and Abandonment Procedures shall be deemed This Court shall retain jurisdiction over all matters arising from or related to the interpretation and implementation of this Order. ___________________________________________ EXHIBIT A
Perry Videx, LLC 25 Mount Laurel Road Hainesport, NJ 08036 Dgoodman@perryvidex.com Fax: (609) 267-4499 With a copy to : Andrea Dobin, Esq. Sterns & Weinroth (1) Celleco 350 Cleaner Package with Approximately 96 Heads (1) SSI Model #5000-E Shredder with (2) 200 HP Motors (2) Meri Clarifiers – approximately 2300 GPM (1) Shinhama Kneader model CCE-7670 with 700 hp motor with spare parts. (1) FKC screw press type SHX-850-6000L Serial #11-1998 with spare parts. (1) FKC Thickener model# RSTHCS 775X3600L with spare parts.

Source: http://cases.gcginc.com/snp/pdflib/552_13649.pdf