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TOGUT, SEGAL & SEGAL LLPOne Penn PlazaSuite 3335New York, New York 10119(212) 594-5000Albert TogutScott E. RatnerBrian F. MooreProposed Counsel to theDebtor and Debtor in Possession
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------------X:In re: : Chapter 11:DEWEY & LEBOEUF LLP, : Case No. 12-:Debtor. ::---------------------------------------------------------------X
DEBTOR’S MOTION FOR ENTRY OF INTERIM AND FINAL ORDERSPURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363 AND 507, RULES2002, 4001 AND 9014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDUREORDER (1) AUTHORIZING USE OF CASH COLLATERAL,(2) GRANTING ADEQUATE PROTECTION, (3) MODIFYING THEAUTOMATIC STAY, AND (4) SCHEDULING A FINAL HEARING
Dewey & LeBoeuf LLP, as debtor and debtor in possession(“DL,” alsoreferred to herein as the “Firm” or the “Debtor”), in the above-captioned case, by itsproposed attorneys, Togut, Segal & Segal LLP, makes this Motion for entry of interimand final orders pursuant to sections 105, 361, 362, 363, and 507 of the United StatesBankruptcy Code, 11 U.S.C. § 101
et seq. (
the “Bankruptcy Code”)
 ;
Rules 2002, 4001 and9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and Rule4001-2 of the Local Rules for the United States Bankruptcy Court for the SouthernDistrict of New York, for entry of an interim order (the “Interim Order”), substantiallyin the form annexed hereto as Exhibit “1,” and a final order (the “Final Order”):(i) authorizing the Debtor’s use of “cash collateral” (as defined in section 363(a) of the
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2Bankruptcy Code) in which the Collateral Agent, Revolver Lenders and Noteholders(each as defined herein) have a lien, security interest or other interest (including,without limitation, any adequate protection liens or security interests), in each casewhether existing on the Petition Date (as defined herein) or arising pursuant to anInterim Order, the Final Order or otherwise (the “Cash Collateral”); (ii) providingadequate protection to the Collateral Agent, Revolver Lenders and Noteholders for anydiminution in value of their respective interests in the Prepetition Collateral (as definedherein), including the Cash Collateral; (iii) vacating and modifying the automatic stayimposed by section 362 of the Bankruptcy Code to the extent necessary to implementand effectuate the terms and provisions of this Interim Order; and (iv) scheduling afinal hearing (the “Final Hearing”) to consider the relief requested in the Motion andentry of a Final Order and approving the form of notice with respect to the FinalHearing. (the “Cash Collateral Motion”), and respectfully represents:
INTRODUCTION
1.
 
As more fully described in this Cash Collateral Motion and thedeclaration of Jonathan A. Mitchell in support of this Cash Collateral Motion (the“Mitchell Declaration”), and the First Day Declaration (defined below), after extensiveefforts to engage in a strategic transaction with a third party that would have preservedthe core of the Debtor as an operating law firm, the Firm determined to file for Chapter11 protection to facilitate the wind down of its business and affairs.2.
 
While no longer operating as a global law firm, DL, as a debtor-inpossession, continues in control of its remaining operations and management of itsproperty pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Accordingly,DL requires the use of cash collateral to pay various ongoing expenses to facilitate thewind-down, including the funding of employee payroll, insurance, file storage, and rent
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3in accordance with an agreed upon budget (the “Budget”) attached as Exhibit “A” tothe Interim Order. Paying these expenses is critical for the Debtor to continue tosuccessfully wind down its business and affairs and to maximize the value of theDebtor’s assets for all creditors.3.
 
The ability of the Debtor to finance and continue its operationsrequires the use of Cash Collateral, absent which serious, immediate and irreparableharm will result to the Debtor, its estate and its creditors. The Debtor does not havesufficient available sources of working capital and financing to operate its business inthe ordinary course of business or to maintain its property without the use of CashCollateral. The relief requested in this Cash Collateral Motion is therefore necessary,essential, and appropriate for the continued operation of the Debtor’s business and themanagement and preservation of its property.4.
 
The Debtor’s Prepetition Secured Lenders (defined below) andDebtor have negotiated at arms’ length and in good faith regarding the Debtor’s use ofCash Collateral to fund the continued operation of the Debtor’s business during theSpecified Period (as defined below). The Prepetition Secured Lenders have agreed topermit the Debtor to use their Cash Collateral for the Specified Period, subject to theterms and conditions set forth in the proposed Interim Order, which terms andconditions are fair and reasonable and have been agreed to by the Debtor in the exerciseof its sound business judgment.5.
 
The Debtor’s Prepetition Secured Lenders are the only creditorsknown by the Debtor to have an interest in the Cash Collateral, and they haveconsented to the use of Cash Collateral in accordance with the terms of the proposedInterim Order and the Budget, subject to the grant of adequate protection as described below.
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