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307 CSHM Motion - Termination of Manassas Contract 05012012

307 CSHM Motion - Termination of Manassas Contract 05012012

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Published by Dentist The Menace
Motion to Terminate Management Agreement with between CSHM and Small Smiles Dental Center - Manassas, VA
Doc 307
Filed May 1, 2012
Motion to Terminate Management Agreement with between CSHM and Small Smiles Dental Center - Manassas, VA
Doc 307
Filed May 1, 2012

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Published by: Dentist The Menace on Aug 16, 2012
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04/04/2014

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8796352.6
IN THE UNITED STATES BANKRUPTCY COURTFOR THE MIDDLE DISTRICT OF TENNESSEENASHVILLE DIVISION
 ------------------------------------------------------------------------IN RE: )) Chapter 11CHURCH STREET HEALTH MANAGEMENT, LLC, )
et al.
1
) Case No. 12-01573)Debtors ) (Jointly Administered)------------------------------------------------------------------------
EXPEDITED MOTION FOR ENTRY OF ORDERS: (A) AUTHORIZINGDEBTOR CHURCH STREET HEALTH MANAGEMENT, LLC TO (i) ENTERINTO A TERMINATION AGREEMENT REGARDING A MANAGEMENTSERVICES AGREEMENT WITH NON-DEBTOR THIRD-PARTYSMALL SMILES OF MANASSAS, LLC, AND (ii) REJECT THEUNDERLYING MANAGEMENT SERVICES AGREEMENT UPON TERMINATION;(B) SETTING A HEARING DATE AND OBJECTION DEADLINE FORCONSIDERATION OF THIS MOTION; AND (C) GRANTING RELATED RELIEF
By this motion (the “Motion”), the above-captioned debtors and debtors in possession(collectively, the “Debtors”), hereby move the Court, pursuant to sections 105(a), 363, and 365of title 11 of the United States Code (the “Bankruptcy Code”) and rules 2002, 6004, 9014 and9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rules 6004-1,9014-1 and 9075-1 of the Local Rules of Court for the United States Bankruptcy Court for theMiddle District of Tennessee (the “Local Rules”), for entry of orders: (A) authorizing DebtorChurch Street Health Management, LLC (“CSHM”) to (i) enter into a Termination Agreement(as defined below) regarding a Management Services Agreement (as defined below) with non-debtor Small Smiles of Manassas, LLC (“Manassas”), and (ii) out of an abundance of caution,reject the underlying Management Services Agreement upon termination thereof; (B) scheduling
1
The Debtors in these chapter 11 cases are jointly administered for procedural purposes only under a single casenumber. The Debtors (with the last four digits of each Debtor’s federal tax identification number and chapter 11case number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small Smiles HoldingCompany, LLC (4993; Case No. 12-01574), FORBA NY, LLC (8013; Case No. 12-01575), FORBA Services, Inc.(6506; Case No. 12-01577), EEHC, Inc. (4973; Case No. 12-01576).
Case 3:12-bk-01573 Doc 307 Filed 05/01/12 Entered 05/01/12 21:14:28 Desc MainDocument Page 1 of 11
 
 
8796352.6
an expedited hearing and objection deadline to approve the Manassas Termination (as definedbelow); and (C) granting related relief. In support of this Motion, the Debtors represent asfollows:
REQUIRED ITEMS PER LOCAL RULE 9075-1
1.
 
Relief Requested. First and foremost, the Debtors seek an expedited hearing andobjection deadline to consider approval of a transaction whereby CSHM will (i) enter into aTermination Agreement, dated as of April 30, 2012 (the “Termination Agreement”) wherebyManassas and CSHM have agreed to terminate that certain Management Services Agreement byand between Manassas and CSHM (as amended, the “Management Services Agreement”), and(ii) out of an abundance of caution, reject the Management Services Agreement on the agreed-upon terms contained in the Termination Agreement (collectively, the “Manassas Termination”).Second, the Debtors seek approval of the Manassas Termination as set forth herein.2.
 
Need for Expedited Relief. The terms of the Termination Agreement require thatthe transaction be closed prior to May 29, 2012. Routine notice and hearing timing wouldrequire twenty one (21) days’ notice of the objection deadline and then an additional fourteen(14) days prior to any hearing per Local Rule 9013-1. Such timing would put the approval of theManassas Termination outside the required closing date and would prevent a closing on theTermination Agreement. In addition, the Debtors are currently pursuing a sale of substantiallyall their assets (the “363 Sale”), which is anticipated to close on a similar timeframe to theManassas Termination.3.
 
Notice. Notice of this expedited Motion has been provided in accordance withthat certain Expedited Order Granting Expedited Motion of Debtors to Set Notice and CaseManagement Procedures (Docket No. 85, the “Notice Procedures Order”). Parties havingconsented to CM/ECF service in the CSHM case received notice of this Motion through the
Case 3:12-bk-01573 Doc 307 Filed 05/01/12 Entered 05/01/12 21:14:28 Desc MainDocument Page 2 of 11
 
 
8796352.6
Court’s CM/ECF system. Parties required to receive notice of the Limited Notice Matters (asdefined in the Notice Procedures Order) not consenting to CM/ECF service have been served byemail, facsimile, personal delivery, messenger, or overnight/Express Mail for parties not signedup for CM/ECF. The Debtors have served this Motion (with exhibits), together with bothproposed forms of order (a) setting the hearing & objection deadline and (b) granting thesubstantive relief of this Motion. The Debtors propose to serve any order setting a hearing andobjection deadline on this Motion in accordance with the Notice Procedures Order.4.
 
Suggested Hearing Date & Objection Deadline. The hearing on approval of the363 Sale is currently scheduled for Tuesday, May 22, 2012 at 9:00 a.m. The Debtors suggestthat the hearing on this expedited Motion be scheduled for that same date, or such other dateconvenient to the court during that week (but not later than May 25, 2012 so that the Debtors andManassas can consummate the Manassas Termination immediately). The Debtors would furthersuggest that objections be due prior to 4:00 pm (prevailing central time) on May 21, 2012, whichprovides approximately 20 days’ notice to parties to file an objection. To the extent that noobjections are timely filed, the Debtors request permission to submit an order granting approvalof the Manassas Termination as soon as such objection deadline set by the court passes.5.
 
Other Support; Exhibits. The Debtors provide herein additional support of therequested expedited hearing and the Court’s approval of the Manassas Termination. The Debtorsfurther submit as Exhibit 1 hereto, a copy of the Termination Agreement.
JURISDICTION & AUTHORITY
6.
 
The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of these casesis proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.
Case 3:12-bk-01573 Doc 307 Filed 05/01/12 Entered 05/01/12 21:14:28 Desc MainDocument Page 3 of 11

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