Unassociated Document


    Lewis
      R. Landau
      (CA Bar
      No. 143391)

    Attorney
      at Law

    23564
      Calabasas Road, Suite 104

    Calabasas,
      California 91302

    Voice
      and
      Fax: (888)822-4340

    


    Attorney
      for Debtor and 

    Debtor
      in
      Possession

    


    UNITED
      STATES BANKRUPTCY COURT

     

    CENTRAL
      DISTRICT OF CALIFORNIA, LOS ANGELES DIVISION

     

    
      	
              In
                re

               

              CenterStaging
                Musical Productions, Inc.,

               

              Debtor.

            	 	
              CASE
                NO.: 2:08-13019 VZ

               

              Chapter
                11

               

              ORDER
                AUTHORIZING SALE OF SUBSTANTIALLY ALL OF DEBTOR’S ASSETS TO MIX
                ENTERTAINMENT HOLDINGS, LLC FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS;
                AND ASSUMPTION AND ASSIGNMENT TO MIX ENTERTAINMENT HOLDINGS, LLC
                OF
                CERTAIN EXECUTORY
                CONTRACTS

            


    

     

    
      	 	 	Date:	November
              13, 2008
	 	 	Time:	10:00
              a.m.
	 	 	
              Crtrm:

            	1368;
              Judge Zurzolo
	   
	 	
               

               

               

            	
              
                U.S.
                  Bankruptcy Court

              

              255
                East Temple Street

              Los
                Angeles, CA 90012

            


    

     

    The
      Motion For Order Authorizing Sale Of Substantially All Property Of The Estate
      Free And Clear Of Liens, Claims And Encumbrances And Authorizing Rejection
      Of
      Unassumed Contracts (the “Sale Motion”) filed by CenterStaging Musical
      Productions, Inc. (“Debtor”), the chapter 11 debtor and debtor in possession
      herein, was brought on for hearing on November 13, 2008, pursuant to a Court
      order dated October 21, 2008. Appearances at the hearings are set forth on
      the
      record. The Sale Motion seeks authorization for Debtor’s entry into and
      consummation of (i) that certain Asset Purchase Agreement between Debtor and
      Point.360, a California

    Corporation
      (the “Point.360 APA”), or alternatively if overbid by a winning Qualified Bidder
      (ii) the Asset Purchase Agreement presented by such Qualified Bidder. Mix
      Entertainment Holdings, LLC (“Mix Entertainment”) (hereinafter, Mix
      Entertainment shall refer to Mix Entertainment or its assignee under the Mix
      Entertainment APA if Mix Entertainment elects to form an entity and assign
      its
      rights under the Mix Entertainment APA) is the winning bidder, and this Sale
      Motion seeks authority for Debtor to enter into and consummate that certain
      Asset Purchase Agreement agreed to by Debtor and Mix Entertainment, a complete
      and final copy of which, executed by Mix Entertainment, is being filed
      concurrently herewith (the “Mix Entertainment APA”). Having considered the Sale
      Motion and all papers filed in conjunction therewith, the written opposition
      filed by Pacific Western Bank and Crescent International, Ltd., the written
      objections filed by the Official Committee of Unsecured Creditors (the
“Committee”), Debtor’s Omnibus Reply In Support Of Motion To Approve Sale Of
      Assets And Rejection Of Unassumed Leases, the Declaration of Raymond Gaston,
      the
      Mix Entertainment APA, and evidence adduced and arguments of counsel at the
      hearing:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    THE
      COURT HEREBY FINDS that: 

    A. The
      Court
      has jurisdiction over this matter pursuant to 28 U.S.C. §§
      157
      and
      1334.

    B. The
      Debtor has established sound business justification for the proposed sale.
      Point.360 was the stalking horse bidder in connection with the sale. Mix
      Entertainment is a “Qualified Bidder” and is the winning bidder based on its
      overbid. As the Court has previously approved a break-up fee in the amount
      of
      $150,000 (the “Break-up Fee”) to be paid to Point.360 in the event Point.360 was
      not the successful bidder at the Sale Hearing, Point.360 is entitled to receive
      the Break-up Fee upon and subject to the Closing (as defined in the Mix
      Entertainment APA). A prompt Closing is in the best interest of Debtor, its
      estate and creditors.

    C. The
      Mix
      Entertainment APA was negotiated and entered into by the parties thereto in
      good
      faith, from arm’s length bargaining positions. Mix Entertainment is a good faith
      purchaser pursuant to Section 363(m) of the Bankruptcy Code.

    D. The
      Consideration (as defined in the Mix Entertainment APA)
      is a
      fair and reasonable price for the Purchased Assets (as
      defined in the Mix Entertainment APA).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    E. Mix
      Entertainment is not deemed to be a successor to Debtor, to have, de
      facto
      or
      otherwise, merged with or into Debtor or to be a mere continuation of
      Debtor.

    F. All
      creditors, parties in interest and parties to any executory contract, unexpired
      lease or right of entry have been given adequate notice of this Sale Motion
      and
      the hearings thereon.

    G. All
      cure
      amounts are final and binding upon the applicable counterparty. 

    Now,
      therefore, IT IS HEREBY ORDERED, that:

    1. The
      Sale
      Motion is hereby granted.

    2. All
      objections to the Sale Motion that have not been withdrawn or overruled at
      the
      hearing, as reflected on the record, are hereby overruled.

    3. Debtor
      is
      authorized to enter into and consummate the transactions contemplated by the
      Mix
      Entertainment APA, the various documents that are contemplated by the Mix
      Entertainment APA, including documents in the forms attached as exhibits to
      the
      Mix Entertainment APA, and all other agreements and documents that may be
      reasonably necessary or desirable to implement the transactions contemplated
      by
      the Mix Entertainment APA, and to take all other actions reasonably necessary
      or
      desirable to implement the transactions contemplated by the Mix Entertainment
      APA.

    4. On
      the
      Closing Date (as defined in the Mix Entertainment APA), which shall be no later
      than December 31, 2008 unless Debtor, Mix Entertainment, the Committee and
      all
      Secured Creditors agree otherwise in writing, the Purchased Assets (as defined
      in the Mix Entertainment APA), shall be sold, transferred and assigned by the
      Debtor, acting on behalf of the Debtor’s estate, to Mix Entertainment, free and
      clear of all claims, liens and interests of every kind and nature whatsoever
      except the “Assumed Liabilities,” such sale, transfer and assignment being
      subject to the terms of the Mix Entertainment APA and the other paragraphs
      of
      this Order and pursuant to 11 U.S.C. §§ 105(a) and each of 11 U.S.C. §363(f)(2)
      and 11 U.S.C. §363(f)(3).

    5. Pursuant
      to each of 11 U.S.C. § 363(f)(2) and 11 U.S.C. §362(f)(3), any and all liens on
      the Purchased Assets shall be transferred from the Purchased Assets and shall
      attach instead to the proceeds of the sale of the Purchased Assets with only
      the
      same validity, extent, priority and enforceability, and subject to any
      avoidability, as shall have been the case immediately prior to Closing (as
      defined in the Mix Entertainment APA). Without limiting the preceding, any
      liens
      on any portion, and not the entirety, of the Purchased Assets immediately prior
      to the Closing shall only be transferred to the portion of the proceeds
      attributable to such specific portion of the Purchased Assets.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    6. 
      Except
      for the assumption of the Assumed Liabilities by Mix Entertainment as expressly
      provided in the Mix Entertainment APA, and also except for any amendment to
      this
      Order agreed by Mix Entertainment after Closing (which amendment would also
      be
      subject to agreement by the Debtor, the Committee and all Secured Creditors),
      Mix Entertainment shall have no liability or obligation to pay any obligations,
      liabilities, indebtedness, duties, responsibilities, or commitments of Debtor
      of
      any nature whatsoever, whether known or unknown, absolute or contingent, due
      or
      to become due (though this sentence does not alter the obligations of Mix
      Entertainment pursuant to sections 10.10 and 10.11 of the Mix Entertainment
      APA,
      as modified by paragraph 21 of this Order, nor does it alter the terms
      concerning the treatment of Personal Property Leases (as defined in the Mix
      Entertainment APA) as set forth in paragraph 12 of this Order). Mix
      Entertainment shall not have any liability or obligation for or with respect
      to
      or arising out of any “Non-Assumed Liability” as defined in the Mix
      Entertainment APA. Without limiting the generality of the foregoing, no creditor
      of the Debtor shall commence a successor liability action against Mix
      Entertainment as a result of the sale of the Purchased Assets pursuant
      hereto.

    7. Except
      for the obligees of Assumed Liabilities, all entities holding claims or liens
      against or interests in Debtor or the Purchased Assets are hereby forever barred
      and enjoined from asserting such claims or liens against Mix Entertainment,
      its
      affiliates, successors or assigns, or the Purchased Assets.

    8. This
      Order is and shall be (a) effective as a determination that, effective upon
      the
      Closing Date, all claims, liens and interests existing as to the Purchased
      Assets, other than the Assumed Liabilities, have been unconditionally expunged,
      discharged and terminated as against the Purchased Assets, and that the sale,
      transfer and assignment of the Purchased Assets has been effected, and (b)
      as of
      the Closing Date, binding upon, and govern the acts of, all entities, including,
      without limitation, all filing or recording agents, filing or recording
      officers, title agents, title companies, recorders or registrars of mortgages,
      deeds, copyrights, trademarks, patents or other intellectual property,
      administrative agencies, governmental departments and officials, and all other
      entities that may be required by operation of law, the duties of office or
      contract, to accept, file, register or otherwise record documents or instruments
      or who may be required to report or insure title or interests in and to the
      Purchased Assets.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    9. All
      entities that are in possession of any portion of the Purchased Assets are
      hereby directed to surrender possession of such Purchased Assets to Mix
      Entertainment or its designee, as of the Closing Date.

    10. Any
      entity that has asserted a lien on the Purchased Assets shall, after the Closing
      Date, reasonably cooperate with Mix Entertainment to cause the lien to be
      expunged from public records and, to that end, shall execute and deliver to
      Mix
      Entertainment, upon the reasonable request of Mix Entertainment, any
      instruments, applications, consents or other documents that may be required
      for
      the purpose of expunging such lien from public records. Without limiting the
      generality of the foregoing, with respect to any Uniform Commercial Code
      financing statements, Mix Entertainment is authorized to act, as attorney in
      fact, on behalf of Debtor and any entity asserting a lien to (a) request
      termination statements or other appropriate amendments from the secured party
      and (b) to file a termination statement or other appropriate amendment with
      respect to the financing statement of any secured party that does not timely
      respond to a request for termination or other appropriate amendment of its
      financing statement.

    11. Debtor
      and each creditor of Debtor that has set forth in a public record a claim
      against or interest in the Purchased Assets (other than with respect to the
      Assumed Liabilities) shall, after the Closing Date, cooperate with Mix
      Entertainment to cause such claim or interest to be expunged from public records
      and, to that end, shall execute and deliver to Mix Entertainment, upon the
      reasonable request of Mix Entertainment, any instruments, applications, consents
      or other documents that may be required for the purpose of expunging such claim
      or interest from public records.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    12. Debtor
      is
      hereby authorized to (a) assign to Mix Entertainment the contracts described
      on
      Schedule 2.1(d) to the Mix Entertainment APA (the “Assumed Contracts”) and, with
      respect to the Assumed Contracts that constitute executory contracts, to assume
      and assign to Mix Entertainment such contracts pursuant to 11 U.S.C. § 365(a)
      and (f); (b) assign to Mix Entertainment the Personal Property Leases described
      on Schedule 2.1(c) to the Mix Entertainment APA and, to the extent executory,
      to
      assume and assign to Mix Entertainment such Personal Property Leases pursuant
      to
      11 U.S.C. § 365(a) and (f), on the condition that Mix Entertainment shall be,
      and shall only be, obligated to pay all Liabilities (as defined in the Mix
      Entertainment APA) of Debtor under the Personal Property Leases up to
      $1,300,000, provided that it is understood and agreed that (1) such payment
      shall not be deducted from or otherwise reduce the Consideration or any other
      benefit to the Debtor or its estate under the Mix Entertainment APA or any
      other
      term of this Order and (2) the Debtor shall not be required to pay any Liability
      as of the Closing Date under any Personal Property Lease (and if the $1.3
      million amount referenced above is insufficient to pay any such Liability and
      Mix Entertainment does not elect to pay more than $1.3 million, then such
      Personal Property Lease shall not be assumed or assigned); and (c) subject
      to
      the terms of Section 2.1(f), 10.10 and 10.11 of the Mix Entertainment APA,
      assume and assign to Mix Entertainment the leases described on Schedule 2.1(f)
      to the Mix Entertainment APA (the “Assumed Leases”) pursuant to 11 U.S.C. §
365(a) and (f); provided, however, that Debtor shall not be obligated or
      permitted to assume or assign any Personal Property Lease if Mix Entertainment
      elects not to have such Personal Property Lease assigned to it on the Closing
      Date.

    13. All
      nondebtor parties to the Assumed Contracts are forever barred and enjoined
      from
      contesting the assignability of their contracts or seeking from Mix
      Entertainment, or from the Debtor or its estate, any payment under such contract
      on the ground that it is necessary to cure a default existing on or before
      the
      Closing Date (an “Existing Default”) or
      to
      compensate the nondebtor party for pecuniary loss on account of such Existing
      Default. The nondebtor parties to the Assumed Contracts are hereby required,
      after the Closing Date, to honor and accept the assignment of the Assumed
      Contracts to Mix Entertainment.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    14. The
      failure to incorporate by reference into this Order any particular provisions
      of
      the Mix Entertainment APA shall not diminish the efficacy of such provisions,
      it
      being the intent of the Court that the Mix Entertainment APA and the
      transactions contemplated thereby be approved in their entirety. 

    15. The
      Mix
      Entertainment APA and any related agreements, documents or instruments may
      be
      modified, amended or supplemented by the parties thereto without further order
      of this Court, provided that such modification, amendment or supplement is
      not
      material and is acceptable to the Mix Entertainment, the Debtor, the Committee
      and Secured Creditors.

    16. This
      Court shall retain jurisdiction (a) to enforce, or resolve disputes,
      controversies or claims arising out of or relating to, the terms and provisions
      of the Mix Entertainment APA and all amendments, modifications and supplements
      to the Mix Entertainment APA, and each agreement executed in connection
      therewith, including but not limited to matters relating to title to the
      Purchased Assets and claims against the Purchased Assets which arose or were
      based on facts or occurrences prior to the Closing, (b) to compel delivery
      of
      the Purchased Assets to Mix Entertainment, (c) to resolve disputes,
      controversies or claims arising out of or relating to assignment of the Assumed
      Contracts, and (d) to enforce, interpret and implement the provisions of this
      Order.

      17. Mix
      Entertainment has waived any objection or exception to the sale process or
      the
      sale hearing in the Court.

    18. The
      Allocation Statement (as defined in the Mix Entertainment APA) to be provided
      to
      the Debtor under Section 5.2(b) of the Mix Entertainment APA shall not affect
      (a) the ultimate distribution of the Consideration under any Chapter 11 plan
      of
      reorganization, including any plan of liquidation, (b) the value or amount
      of
      any party’s secured claim under 11 U.S.C. §506(a), or (c) otherwise be
      determinative in any way of the interest of the holder of any claim in property
      of the Debtor’s estate.

    19. Mix
      Entertainment and its affiliates, successors and assigns and all entities acting
      on their behalf are hereby granted relief from the automatic stay of 11 U.S.C.
§
362(a) to the extent that the automatic stay might otherwise have prohibited
      such entity from taking any action that would be necessary or appropriate to
      consummate or implement the transactions contemplated by the Mix Entertainment
      APA or this Order.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    20. This
      Order shall be immediately effective upon its entry and the ten (10) day stay
      of
      effectiveness of an order provided for in Rule 6004(g) of the Federal Rules
      of
      Bankruptcy Procedure is hereby waived.

    21. Notwithstanding
      the terms of any other paragraph of this Order, Mix Entertainment shall not
      be
      obligated to consummate the purchase of the Purchased Assets unless the
      conditions set forth in Section 10 of the Mix Entertainment APA,
      including without limitation Sections 10.10 and 10.11 thereof, are satisfied
      or
      waived; provided, however, that the terms regarding the lease with and
      obligations to Two Bills, LLC (as those terms are set forth in Section 10.10
      of
      the Mix Entertainment APA and herein below) and regarding the Hollywood Way
      Property (as defined in the Mix Entertainment APA, as those terms are set forth
      in Section 10.11 of the Mix Entertainment APA and herein below), while remaining
      conditions to Closing in favor of Mix Entertainment, cannot be altered or
      substituted, nor waived by Mix Entertainment, absent the consent of the Debtor,
      the Committee and Secured Creditors. 

    (a) Mix
      Entertainment and Two Bills, LLC each acknowledges that a new lease, conditioned
      upon the Closing, has been agreed to, which fulfills the relevant requirements
      of Section 10.10 of the Mix Entertainment APA, and Mix Entertainment and Two
      Bills, LLC each acknowledges and confirms that such new lease “rolls in” all
      arrearages and any other amounts asserted by Two Bills, LLC to be now
      outstanding from the Debtor to Two Bills, LLC. As a consequence, subject to
      the
      occurrence of the Closing, Two Bills, LLC shall have no claim in the Debtor’s
      case or against any Debtor assets or those of its estate.

    (b)
      Mix
      Entertainment agrees that Section 10.11 of the Mix Entertainment APA has been
      modified to delete the words “not more than” and to replace them with “at
      least,” and to delete the words “or determines not to.” 

    22. Notwithstanding
      anything to the contrary that may appear in paragraph 21 of this Order or in
      Section 10.11 of the Mix Entertainment APA, until such time as the bid for
      the
      sale of the Hollywood Way Property is approved by the Bankruptcy Court in the
      Jan & Johnny Bankruptcy Case, the bid for the sale of the Hollywood Way
      Property is not allowed or accepted and nothing stated in this case shall
      prejudice any rights of a party in interest in the Jan & Johnny Bankruptcy
      Case including, but not limited to, to overbid or to object to the sale of
      the
      Hollywood Way Property or the Mix Entertainment bid. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    23. Upon
      and
      subject to the occurrence of the Closing (including subject to the other
      paragraphs of this Order), the Debtor shall pay the Break-up Fee to Point.360
      in
      good funds by wire transfer or bank check. The Break-up Fee shall be paid to
      Point.360 free and clear of any and all claims, liens and encumbrances. Upon
      and
      subject to the occurrence of the Closing (including subject to the other
      paragraphs of this Order), and notwithstanding any terms which may be to the
      contrary in the Mix Entertainment APA, all monies owed to Tudor Management
      Group
      (“Tudor”) under the terms of that certain agreement dated July 2, 2008 between
      Tudor and the Debtor (the “Tudor Agreement”) shall be paid on the Closing
      directly to Tudor, and the Order Approving Application to Employ Tudor
      Management Group dated August 1, 2008 and the Tudor Agreement are hereby
      reaffirmed.

    24. With
      respect to any and all consents of Secured Creditors required herein (written
      or
      otherwise), Secured Creditors shall be deemed to have consented upon 2 business
      days electronic notice to Secured Creditors’ counsel without
      objection.

    IT
      IS SO ORDERED.

     

    
      	Dated:	  
               
	 	VINCENT
              P. ZURZOLO
	 	UNITED STATES BANKRUPTCY
              JUDGE


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

         

    DECLARATION
      OF SERVICE AND APPROVAL AS TO FORM

     

    I,
      Lewis
      R. Landau, the undersigned, do declare:

     

    1. I
      am a
      citizen of the United States, over the age of eighteen (18) years and not a
      party to the within action.

    


    2. On
      the
      17th
      day of
      November, 2008, I served the following document: ORDER
      AUTHORIZING SALE OF SUBSTANTIALLY ALL OF DEBTOR’S ASSETS TO MIX ENTERTAINMENT
      HOLDINGS, LLC FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS; AND ASSUMPTION
      AND
      ASSIGNMENT TO MIX ENTERTAINMENT HOLDINGS, LLC OF CERTAIN EXECUTORY
      CONTRACTS
      on the
      interested parties in this matter in the following manner:

    


    3. Service
      by Email.
      I
      declare that I served a true copy of the within document by email transmission
      of a PDF file to the indicated email address:

    


    
      	Dare Law	dare.law@usdoj.gov
	Marc J Winthrop	pj@winthropcouchot.com
	Joseph Moldovan	jmoldovan@morrisoncohen.com
	William Hawkins	whawkins@loeb.com
	David Eldan	DEldan@pmcos.com
	Sandford Frey	sfrey@cmkllp.com
	Sharon Weiss 	SWeiss@richardsonpatel.com
	Joseph Caseras	jec@locs.com
	James Bastian	JBastian@shbllp.com
	Jeffrey Kreiger	jkrieger@ggfirm.com
	Lee A. Dresie	LDresie@greenbergglusker.com
	David Wolff	DWolff@mascot.net
	Michael Rosenblum 	msr61@msn.com
	Adam Reich	AReich@GreystonePE.com
	Andrew Alper	aalper@frandzel.com
	Kenneth Russak	krussak@frandzel.com


    

     

    4. Status
      of Approval as to Form.
      The
      form of order attached hereto was approved by the following attorneys: (1)
      Jeffrey Kreiger for Mix; (2) William Hawkins for the Committee; (3) David Eldan
      for PWB; (4) Marc Winthrop for Crescent International; (5) James Bastian for
      Point.360 and (6) Tudor Management Group. All parties appearing at the November
      13, 2008 proceedings were served with the proposed order on November 14, 2008
      and received continuous updates as comments were received. I advised all parties
      that the final order would be uploaded at 9:00 p.m. on November 17, 2008 and
      no
      objections thereto were received. 

    


    I
      declare
      under penalty of perjury that the foregoing is true and correct. EXECUTED THIS
      17TH
      DAY OF
      NOVEMBER, 2008, AT LOS ANGELES, CALIFORNIA.

    
      	 	 	 
	 	 	/s/
              Lewis R.
              Landau
	 	 	Lewis R. Landau


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    SERVICE
      LIST FOR ENTERED ORDER

    


    
      	
              SERVED
                ELECTRONICALLY

               

               

              Andrew
                K Alper aalper@frandzel.com, efiling@frandzel.com;ekidder@frandzel.com
                

              James
                C Bastian jbastian@shbllp.com 

              J
                Scott Bovitz bovitz@bovitz-spitzer.com 

              Joseph
                Caceres jec@locs.com 

              Dan
                E Chambers dchambers@rutan.com 

              Jeffrey
                W Dulberg jdulberg@pszjlaw.com 

              David
                K Eldan malvarado@pmcos.com 

              David
                Gould dgould@davidgouldlaw.com 

              Ofer
                M Grossman ogrossman@glassgoldberg.com 

              Garrick
                A Hollander jmartinez@winthropcouchot.com 

              Ivan
                L Kallick ikallick@manatt.com, ihernandez@manatt.com 

              Stuart
                I Koenig Skoenig@cmkllp.com 

              Lewis
                R Landau lew@landaunet.com 

              Dare
                Law dare.law@usdoj.gov 

              Gilbert
                Mikalian gmikalian@richardsonpatel.com 

              Elissa
                Miller emiller@sulmeyerlaw.com, emiller@sulmeyerlaw.com 

              Lisa
                M Moore lisa.moore2@nationalcity.com 

              Randall
                P Mroczynski randym@cookseylaw.com 

              David
                M Poitras dpoitras@jmbm.com 

              Kurt
                Ramlo kramlo@skadden.com 

              Allan
                D Sarver ADSarver@aol.com 

              Scott
                A Schiff sas@soukup-schiff.com 

              Adam
                M Starr starra@gtlaw.com 

              Derrick
                Talerico dtalerico@loeb.com, kpresson@loeb.com;ljurich@loeb.com
                

              United
                States Trustee (LA) ustpregion16.la.ecf@usdoj.gov 

              Susan
                L Vaage svaage@grahamvaagelaw.com 

              Gilbert
                B Weisman notices@becket-lee.com 

              Sharon
                Z Weiss sweiss@richardsonpatel.com 

              Marc
                J Winthrop pj@winthropcouchot.com

            	
              SERVED
                BY U.S. MAIL

               

              None.