UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ___________________________________ • In re: : : : : : : Debtor(s): ___________________________________ • Chapter 11 Case No. ORDER AUTHORIZING RETENTION AND APPOINTMENT OF [NAME OF CLAIMS AGENT] AS CLAIMS AGENT FOR THE CLERK OF THE BANKRUPTCY COURT UNDER 28 U.S.C. §156(c) AND GRANTING RELATED RELIEF Upon the annexed application (the "Application") of __________________________________________, Debtor(s) and Debtor(s)-in-possession (the "Debtor(s)"), for an order authorizing the retention and appointment of [name of claims agent] as agent ("Agent") for the Clerk of the Bankruptcy Court ("Clerk"), under 28 U.S.C. §156(c), pursuant to the terms of the Claims Agent Agreement annexed to the Application as Exhibit ____ ("Agency Agreement") to, among other things, (i) distribute required notices to parties in interest, (ii) receive, maintain, docket and otherwise administer the proofs of claims filed in the Debtor(s)' Chapter 11 case(s), (iii) tabulate acceptances and rejections of the Debtor(s) plan(s) of reorganization, and (iv) provide such other administrative services that the Debtor(s) may require, and upon the affidavit of ______________________________ submitted in support of the Application; and the Debtor(s) having estimated that there are in excess of 1,000 creditors in these Chapter 11 cases, many of which are expected to file proofs of claims, and it appearing that the receiving, docketing and maintaining of proofs of claim would be unduly time consuming and burdensome for the Clerk; and the Court being authorized under 28 U.S.C. §156(c) to utilize, at the Debtor(s)' expense, outside agents and facilities to provide notices to parties in title 11 cases and to receive, docket, maintain, photocopy and transmit proofs of claim; and the Court being satisfied that [name of claims agent] has the capability and experience to provide such services and that [name of claims agent] does not hold an interest adverse to the Debtor(s) or estates respecting the matters upon which they are to be engaged; and good and sufficient notice of the Application having been given; and no other or further notice being required; and it appearing that the employment of [name of claims agent] is in the best interests of the Debtor(s), estates and creditors; and sufficient cause appearing therefore; it is hereby American LegalNet, Inc. www.FormsWorkFlow.com ORDERED, that the Debtor(s) are authorized to retain [name of claims agent] effective [date] to perform the noticing and other services set forth in the Application and to receive, maintain, record and otherwise administer the proofs of claim filed in these Chapter 11 cases; and it is further ORDERED, that [name of claims agent] is appointed as Agent for the Clerk and custodian of court records and, as such, is designated as the authorized repository for all proofs of claim filed in these Chapter 11 cases and is authorized and directed to maintain official claims registers for each of the Debtor(s) and to provide the Clerk with a certified duplicate thereof on a weekly basis unless otherwise directed by the Clerk; and it is further ORDERED, that [name of claims agent] is authorized and directed to perform all related tasks to process the proofs of claim and maintain a claims register including, without limitation: a. notify all potential creditors of the filing of the bankruptcy petition and of the setting of the first meeting of creditors, pursuant to §341(a) of the Bankruptcy Code, under the proper provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure; b. maintain an official copy of the Debtor(s)' schedules of assets and liabilities and statement of financial affairs (collectively, "Schedules"), listing the Debtor(s)' known creditors and the amounts owed thereto; c. notify all potential creditors of the existence and amount of their respective claims as evidenced by the Debtor(s)' books and records and as set forth in the Schedules; d. furnish a notice of the last date for the filing of proofs of claims and a form for the filing of a proof of claim, after such notice and form are approved by this Court; e. file with the Clerk an affidavit or certificate of service with a copy of the notice, a list of persons to whom it was mailed (in alphabetical order), and the date the notice was mailed, within ten (10) days of service; f. docket all claims received, maintain the official claims registers (the "Claims Registers") for each Debtor on behalf of the Clerk, and provide the Clerk with certified duplicate unofficial Claims Registers on a monthly basis, unless otherwise directed; g. specify, in the applicable Claims Register, the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, and (iv) the classification(s) of the claim (e.g., secured, unsecured, priority, etc.); h. relocate, by messenger, all of the actual proofs of claim filed to [name of claims agent], not less than weekly; 1 American LegalNet, Inc. www.FormsWorkFlow.com i. record all transfers of claims and provide any notices of such transfers required by Rule 3001 of the Federal Rules of Bankruptcy Procedure; j. make changes in the Claims Registers pursuant to Court Order; k. upon completion of the docketing process for all claims received to date by the Clerk's office, turn over to the Clerk copies of the Claims Registers for the Clerk's review; l. maintain the official mailing list for each Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party-in-interest or the Clerk; m. assist with, among other things, solicitation and calculation of votes and distribution as required in furtherance of confirmation of plan(s) of reorganization; n. thirty (30) days prior to the close of these cases, an Order dismissing the Agent shall be submitted terminating the services of the Agent upon completion of its duties and responsibilities and upon the closing of these cases; and o. at the close of the case, box and transport all original documents in proper format, as provided by the Clerk's office, to the Federal and Record Administration; and it is further ORDERED, that the Debtor(s) are authorized and directed to obtain a special post office box for the receipt of proofs of claim; and it is further ORDERED, that [name of claims agent] is authorized to take such other action to comply with all duties set forth in the application and it is further ORDERED, that the Debtor(s) are authorized to compensate [name of claims agent] on a monthly basis, in accordance with the Agency Agreement, upon the receipt of reasonably detailed invoices setting forth the services provided by [name of claims agent] in the prior month and the rates charged for each, and to reimburse [name of claims agent] for all reasonable and necessary expenses it may incur, upon the presentation of appropriate documentation; and it is further ORDERED, if this case converts to one under Chapter 7, [name of claims agent] will continue to be paid for its services until the claims filed in the Chapter 11 case have been completely processed; if claims agent representation is necessary in the converted Chapter 7 case, [name of claims agent] will continue to be paid in accordance with 28 U.S.C. §156(c) under the terms set out herein; and it is further ORDERED, that in the event [name of claims agent] is unable to provide the services set out in this order; 2 American LegalNet, Inc. www.FormsWorkFlow.com the [name of claims agent] will immediately notify the Clerk and Debtor(s)' attorney and cause to have all original proofs of claim and computer information turned over to another claims agent with the advice and consent of the Clerk and Debtor(s)' attorney. ORDERED, that the Debtor(s) are granted a waiver of the requirement, under Local Bankruptcy Rule 9013-1(b), that a memorandum of law be submitted. Dated: , 20__ New York, New York ______________________________________ UNITED STATES BANKRUPTCY JUDGE NO OBJECTION: Clerk of the United States Bankruptcy Court for the Southern District of New York By: ____________________________ Vito Genna One Bowling Green New York, New York 10004-1408 NO OBJECTION: Office of United States Trustee By: ___________________________ United States Trustee 80 Broad Street, Third Floor New York, New York 10004 3 American LegalNet, Inc. www.FormsWorkFlow.com