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TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al. Debtors and Debtors-in-Possession 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000 Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

DEBTORS MOTION PURSUANT TO SECTIONS 363(b) AND 105(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 6004 FOR AN ORDER AUTHORIZING THE PRIVATE SALE OF CERTAIN REAL PROPERTY FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, AND PAYMENT OF BROKERAGE COMMISSION TO: THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE The Christian Brothers of Ireland, Inc. (CBOI or the Debtor), debtor and debtor-inpossession herein, hereby moves this Court (the Motion) for the entry of an order, pursuant to 11 U.S.C. 363(b)(1) and (f) and 105(a), Rule 6004 of the Federal Rules of Bankruptcy Procedure, and pursuant to the amended guidelines for the conduct of asset sales adopted by General Order M-383, authorizing the sale of residential real property located at 8554 S. Lavergne, Burbank, IL 60459 free and clear of all liens, claims, encumbrances and interests (if any). In support of the Motion, CBOI respectfully submits the Affidavit of Richard Ostergren (the Ostergren Affidavit), a copy of which is attached hereto as Exhibit A. In further support of the Motion, CBOI respectfully states as follows:

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PRELIMINARY STATEMENT 1. By this Motion, CBOI seeks to sell residential real property located at 8554 S.

Lavergne, Burbank, IL 60459 and certain furnishings contained therein (collectively, the Property)1 for a purchase price of $205,000. CBOI, through its court retained broker, Re/Max, has expended substantial amounts of time and effort marketing the Property and negotiating the sale contemplated herein. CBOI submits that all negotiations were at arms length, were fair and reasonable, and the fruit of such negotiations will inure to the benefit of CBOIs bankruptcy estate. CBOI respectfully requests that this Court approve the relief requested herein. JURISDICTION 2. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and

1334. Venue of this proceeding is proper in this district and before this Court pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 3. The statutory predicates for the relief requested herein are 11 U.S.C. 105(a)

and 363 and Rule 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). The Debtor also relies upon the amended guidelines adopted pursuant to General Order M-383. GENERAL BACKGROUND 4. On April 28, 2011 (the Petition Date), CBOI and The Christian Brothers

Institute (CBI and together with CBOI, the Debtors) each commenced their respective Chapter 11 case by filing a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). Pursuant to 1107(a) and 1108 of the

CBOI submits that the furnishings included in the sale are de minimis in value, and there would be no benefit selling such furnishings by separate sale.

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Bankruptcy Code, the Debtors continue to operate as debtors-in-possession. No trustee has been appointed. 5. The Debtors cases were consolidated for administrative purposes only, by order

dated May 2, 2011. Thereafter, by order dated May 18, 2011, the Debtors were authorized to retain Tarter Krinsky & Drogin LLP as bankruptcy counsel. 6. On May 11, 2011, the United States Trustee appointed an Official Committee of

Unsecured Creditors (the Committee). The Committee retained Pachulski Stang Ziehl & Jones LLP as its counsel which was approved by an order of this Court dated July 14, 2011. 7. CBOI is a domestic not-for-profit 501(c)(3) corporation organized under the Not-

for-Profit Corporation Law of the State of Illinois. The purpose for which CBOI was, and continues to be, formed was to establish, conduct and support Catholic elementary and secondary schools principally throughout the State of Illinois, as well as other spiritual and temporal affairs of the former Brother Rice Province of the Congregation of Christian Brothers. As a not-forprofit corporation, the assets, and/or income are not distributable to, and do not inure to the benefit of its members, or officers. CBOI depends upon grants and donations to fund a portion of its operating expenses. 8. The cause for the filing of these cases has been extensively detailed in the affidavit

pursuant to Local Bankruptcy Rule 1007-2 filed with the original petitions, and is referred to as if fully set forth herein. In short, the Debtors Chapter 11 cases were filed in an effort to resolve in one forum, an onslaught of litigation and claims asserted by alleged sexual abuse plaintiffs against the Debtors.

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RELEVANT BACKGROUND 9. CBOI owns the residential real property commonly known as 8554 S. Lavergne,

Burbank, IL 60459. CBOI has owned the Property for many years. The Property was previously used as a residence for CBOIs Brothers in Chicago, Illinois and has been vacant for some time now. To the best of CBOIs knowledge, the Property is unencumbered by any liens. A. Re/Max Retention 10. On December 22, 2011, CBOI filed an application (the Re/Max Application) to

retain Re/Max 10 (Re/Max) as its exclusive real estate broker with respect to the marketing and sale of the Property (Docket No. 195). Re/Maxs retention was approved by order dated March 26, 2012 (Docket No. 277). As set forth in the Re/Max Application, Re/Maxs

commission for the sale of the Property is six percent (6%) of the purchase price for the Property. CBOI requests that this Court authorize the brokerage commission to be paid from the sale proceeds. 11. Over the course of the last nine months, Re/Max has extensively marketed the

Property for sale. Initially, Re/Max listed the property for $240,000. Based on the feedback from potential buyers and brokers and to comport with comparable sales in the area, Re/Max lowered the pricing incrementally to attract interest in the Property. Ultimately, Re/Max showed the Property on 7 separate occasions. The Activity Detail for the showings is attached hereto as Exhibit B. 12. As a result of Re/Maxs efforts, CBOI was able to enter into a sale agreement (the

Purchase Agreement) with Celestino Reyes (the Buyer) to sell the Property for a purchase

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price of $205,000 (the Purchase Price).2 A copy of the Purchase Agreement is attached hereto as Exhibit C. The Buyer initially offered significantly less than the Purchase Price, but through negotiation, the offer was increased to reflect the Purchase Price. 13. As set forth in the Ostergren Affidavit, Re/Max believes that the Purchase Price

comports with the comparables for the area and is fair and reasonable. B. Summary of Purchase Agreement 14. The salient terms of the Purchase Agreement are as follows:3 Purchase Price: $205,000. Closing Cost Adjustment: $6,150 in favor of Buyer (i.e. 3% closing cost credit). Assets to be Sold : (i) Real estate commonly known as 8554 S. Lavergne, Burbank, IL 60459 (approximate lot size of 10,415 square feet); and (ii) de minimis furnishings. Mortgage Contingency: Purchase Agreement contingent on Buyer obtaining mortgage commitment on or before October 8, 2012. Closing Date: October 15, 2012 or at such time as mutually agreed upon by the parties.4 15. this Court. RELIEF REQUESTED 16. By this Motion, CBOI requests entry of an order, pursuant to Bankruptcy Code The Purchase Agreement contains a notation that the sale is subject to approval by

105(a) and 363, Bankruptcy Rule 6004 of the Federal Rules of Bankruptcy Procedure, and the amended guidelines for the conduct of asset sales adopted by General Order M-383, approving

At closing, the Buyers will be given a 3% closing cost credit equal to $6,150, thus reducing the Purchase Price to $198,850. 3 The Summary of the Purchase Agreement set forth in the Motion is for convenience only. To the extent that the summary differs in any way with the Purchase Agreement, the actual terms of the Purchase Agreement will control. 4 The Debtor has advised the Buyer that the October 15, 2012 closing date will be re-scheduled since the hearing on the Motion will take place after October 15, 2012.

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the Purchase Agreement and authorizing the sale of the Property to the Buyers free and clear of all liens, claims, encumbrances and interests, if any. BASES FOR REQUESTED RELIEF A. The Sale is Within the Debtors Sound Business Judgment 17. Bankruptcy Code 363(b)(1) provides: [t]he trustee, after notice and a hearing,

may use, sell, or lease, other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b)(1). Section 105(a) of the Bankruptcy Code provides in relevant part: [t]he Court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). 18. A debtor should be authorized to sell assets out of the ordinary course of business

pursuant to Bankruptcy Code 363 and prior to obtaining a confirmed plan or reorganization if it demonstrates a sound business purpose for doing so. See Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983); see also Titusville Country Club v. Pennbank (In re Titusville Country Club), 128 B.R. 396, 399 (Bankr. W.D. Pa. 1991) (stating that sound business purpose test is appropriate); In re Del. & Hudson Ry. Co., 124 B.R. 169, 177 (D. Del. 1991) (sale of substantially all of debtors assets outside of reorganization plan is appropriate when sound business reason justifies such sale). 19. Courts have applied four factors in determining whether a sound business

justification exists: (i) whether a sound business reason exists for the proposed transaction; (ii) whether fair and reasonable consideration is provided; (iii) whether the transaction has been proposed and negotiated in good faith; and (iv) whether adequate and reasonable notice is provided. See Lionel, 722 F.2d at 1071 (setting forth sound business purpose test); see also Del. & Hudson Ry., 124 B.R. at 175 (adopting Lionel factors in determining whether sound

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business purpose exists for sale outside ordinary course of business); cf. In re Abbotts Dairies of Pa., Inc., 788 F.2d 143, 147-49 (3d Cir. 1986) (implicitly adopting articulated business justification test of Lionel and adding good faith requirement). 20. Here, each of the four factors have been satisfied. First, the Property is currently

vacant and selling the Property is certainly justified. Indeed, selling the Property now permits CBOI to (i) monetize this asset for the benefit of its creditors and (ii) avoid having to pay further carrying costs associated with upkeep of the Property, which is no longer being utilized. 21. As for the second factor, as discussed supra, the Property has been thoroughly

marketed and the Purchase Price of $205,000 is fair. As noted above, Re/Max initially listed the property for $240,000. But based on the feedback from potential buyers and brokers and to comport with comparable sales in the area, Re/Max lowered the pricing incrementally to attract further interest in the Property. It is noteworthy that Re/Max advised the Debtor that there were many foreclosures and short sales in the area in recent years which made it difficult to attract significant offers for the Property. Re/Max ultimately showed the Property on 7 separate

occasions. As a result of Re/Maxs efforts, CBOI was able to enter into the Purchase Agreement with the Buyer to sell the Property. The Buyer initially offered significantly less than the Purchase Price, but through negotiation, the offer was increased to reflect the Purchase Price. As set forth in the Ostergren Affidavit, Re/Max believes that the Purchase Price comports with the comparables for the area and is fair and reasonable. 22. While many 363 sales are conducted under competitive bidding procedures,

there is no requirement in 363 of the Bankruptcy Code to do so. In fact, Bankruptcy Rule 6004(f) specifically contemplates private sales with the statement that [a]ll sales not in the ordinary course of business may be by private sale or by public auction. Courts have noted that

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private sales are appropriate under 363 in certain circumstances. See In re Bakalis, 220 B.R. 525, 531 (Bankr. E.D.N.Y. 1998) ([u]nlike judicial sales under the Bankruptcy Act, the sale of estate property under the Bankruptcy Code is conducted by a trustee, who has ample discretion to conduct public or private sales of estate property) (internal citation omitted); In re Woodscape Ltd. Pship, 134 B.R. 165, 174 (Bankr. D. Md. 1991) (with regards to 363 sales, noting that [t]here is no prohibition against a private sale . . . and there is no requirement that the sale be by public auction). Accordingly, courts in this District have approved private sales of assets when they think the general standards for approval under 363 of the Bankruptcy Code are satisfied. See, e.g., In re Wellman, Inc., Case No. 08-10595 (SMB) (Bankr. S.D.N.Y. Oct. 14, 2008) (Docket No. 557) (procedures order recognizing good and sufficient reasons for selling one of debtors facilities by private sale); In re Wellman, Inc., Case No. 08-10595 (SMB) (Bankr. S.D.N.Y. Oct. 21, 2008) (Docket No. 598) (order approving same via private sale); In re Wellman, Inc., Case No. 08-10595 (SMB) In re Delta Air Lines, Inc., Case No. 05-17923 (PCB) (Bankr. S.D.N.Y. Nov. 29, 2005) (Docket No. 1355) (order authorizing the sale of certain aircraft by private sale and stating that no auction was necessary with respect to sale of the [a]ircraft). It should be noted that under similar circumstances in these cases, on February 16, 2012, the Court entered an order approving the private sale of a residential property located in Chicago, Illinois for a purchase price of $257,500. 23. Given the (i) thorough marketing of the Property over the course of nine months

by a reputable local real estate broker, (ii) the offer received from the Buyer, (iii) the fact that they Purchase Price comports with other comparables in the area, and (iv) the lack of a higher offer, CBOI believes that it is unlikely that an overbid process will generate higher and better

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offers for the Property, especially considering the costs associated with proceeding with a competitive auction and the potential of losing the Buyer. 24. As to the third factor, CBOI and the Buyer are proceeding in good faith. Indeed,

the Buyer is not an insider of CBOI and the transaction was negotiated in good faith and at arms length. 25. With respect to the last factor, CBOI will provide adequate and reasonable notice

of the proposed sale of the Property by the Notice of Sale annexed hereto as Exhibit D (the Sale Notice) to all creditors in CBOIs bankruptcy case as well as other interested parties in this case.5 The Sale Notice will contain information regarding the Property, salient sale terms and hearing date for approval of same. CBOI submits that such notice is sufficient. See, e.g., Folger Adam Sec. Inc. v. DeMatteis/MacGregor JV, 209 F.3d 252, 265 (3d Cir. 2000) (stating that notice is sufficient if it includes the terms and conditions of any private sale, states the time for filing objections and, if real estate is being sold, provides a general description of the property); In re WBQ Pship, 189 B.R. 97, 103 (Bankr. E.D. Va. 1995) (notice is sufficient if it includes the terms and conditions of the sale, if it states the time for filing objections, and if the estate is selling real estate, it generally describes the property) (quoting In re Karpe, 84 B.R. 926, 929 (Bankr. M.D. Pa. 1988)). Finally, 26. Under these circumstances, therefore, sound business reasons exist that justify the

private sale of the Property outside the ordinary course of business and prior to the confirmation of a reorganization plan. Accordingly, this Court should approve the sale.

Prior to the filing of this Motion, the Debtor notified the Committee of the proposed sale, and the Debtor received no objection thereto.

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B.

The Sale Satisfies the Requirements of Bankruptcy Code 363(f) for a Sale Free and Clear of Liens, Claims, Encumbrances and Interests 27. While CBOI believes that the Property is unencumbered, out of an abundance of Under Bankruptcy Code 363(f), a debtor-in-

caution, it is seeking a 363(f) finding.

possession may sell property free and clear of any interest in such property of an entity other than the estate only if, among other things: (1) (2) (3) (4) (5) applicable nonbankruptcy law permits sale of such property free and clear of such interest; such entity consents; such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property; such interest is in bona fide dispute; or such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.

11. U.S.C. 363(f). Because Bankruptcy Code 363(f) is drafted in the disjunctive, satisfaction of anyone of its five requirements will suffice to approve the sale of the Property free and clear of liens, claims, encumbrances and interests (collectively, the Encumbrances). See 11 U.S.C. 363(f); Mich. Employment Sec. Commn v. Wolverine Radio Co. (In re Wolverine Radio Co.), 930 F.2d 1132, 1147 n.24 (6th Cir. 1991) (recognizing that Bankruptcy Code 363(f) is written in disjunctive, and holding that court may approve sale free and clear provided that at least one subsection of 363(f) is met), cert. dismissed, 503 U.S. 978 (1992); Citicom Homeowners Servs., Inc. v. Elliot (In re Elliot), 94 B.R. 343, 345 (E.D. Pa. 1988) (same). 28. To the extent that any liens exist on the Property, CBOI is confident that it will

obtain any necessary consent on or before the hearing on this Motion, thereby satisfying Bankruptcy Code 363(f)(2). Additionally, CBOI is confident that the proceeds from the sale of the Property will exceed the value of any lien on the Property, thereby satisfying Bankruptcy Code 363(f)(3).

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C.

Waiver of the Stay Under Bankruptcy Rule 6004(h) 29. Bankruptcy Rule 6004(h) provides that [a]n order authorizing the use, sale, or

lease of property . . . is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(h). CBOI requests that any order approving the sale of the Property be effective immediately by providing that the stay under Bankruptcy Rule 6004(h) is waived. The waiver of the stay is imperative as the Buyer would like to proceed with the closing on the sale of the Property as soon as reasonably possible. D. Other Extraordinary Provisions Under Sale Guidelines 30. The following may be considered extraordinary under the amended Guidelines for

the Conduct of Asset Sales: (a) as described herein, the sale contemplated in the Purchase Agreement is being conducted via a private sale. NO PRIOR REQUEST 31. Court. NOTICE 32. CBOI proposes to serve a copy of the Motion and all exhibits by first class mail No previous request for the relief sought herein has been made to this or any other

upon: (i) the Office of the United States Trustee for the Southern District of New York; (ii) counsel for the Committee; (iii) the Buyers counsel; (iv) and all entities who have filed a notice of appearance and request for service of papers in CBOIs and/or CBIs cases. 33. Additionally, CBOI proposes to serve a copy of the Sale Notice by first class mail

upon: (i) all federal, state and local regulatory or taxing authorities or recording offices that are reasonably known by CBOI to have an interest in the relief requested by the Motion; (ii) the

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Internal Revenue Service; (iii) the United States Attorneys office; and (iv) all other known creditors of CBOI and CBI. 34. CBOI requests that the Court find that notice in this manner is sufficient and that

no further notice is required. WHEREFORE, CBOI respectfully requests that this Court (i) enter an order, in substantially the form attached hereto as Exhibit E, approving the sale of the Property to the Buyer and (ii) grant such other and further relief as is just and proper. Dated: New York, New York September 14, 2012 TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al. Debtors and Debtors-in-Possession By: /s/ Scott S. Markowitz Scott S. Markowitz Rocco A. Cavaliere 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

AFFIDAVIT OF RICHARD OSTERGREN IN SUPPORT OF MOTION OF THE DEBTOR PURSUANT TO SECTIONS 105(a) AND 363 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 6004 FOR AN ORDER AUTHORIZING THE SALE OF CERTAIN REAL PROPERTY FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES STATE OF ILLINOIS COUNTY OF COOK ) ss.: )

Richard Ostergren being duly sworn, states as follows: 1. I am a Broker/Owner of Re/Max 10 (Re/Max) with an office located at 9909

Southwest Highway, Oaklawn, Illinois. Among other things, Re/Max is an Illinois licensed real estate brokerage firm. 2. I submit this affidavit in support of The Christian Brothers of Ireland, Inc.s

(CBOI) motion (the Motion) for the entry of an order, pursuant to 11 U.S.C. 105(a) and 363, Rule 6004 of the Federal Rules of Bankruptcy Procedure, and pursuant to the amended guidelines for the conduct of asset sales adopted by General Order M-383, authorizing the sale of residential real property located at 8554 S. Lavergne Ave, Burbank, IL 60459 free and clear of all liens, claims, encumbrances and interests (if any). 3. I understand that CBOI owns the residential real property located at 8554 S.

Lavergne Ave, Burbank, IL 60459 (the Property). 4. On December 22, 2011, CBOI filed an application to retain Re/Max as its

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exclusive real estate broker with respect to the marketing and sale of the Property (Docket No. 195). Re/Maxs retention was approved by order of this Court dated March 26, 2012 (Docket No. 277). 5. Over the course of the last nine months, Re/Max has extensively marketed the

Property for sale. Initially, Re/Max listed the property for $240,000. Based on the feedback from potential buyers and brokers and to comport with comparable sales in the area, Re/Max lowered the pricing incrementally to attract interest in the Property. Recently, the area in which the Property is located had many foreclosures and short sales, which contributed to the difficulty in obtaining significant offers for the Property. Ultimately, Re/Max showed the Property on 7 separate occasions. The Activity Detail for the showings is attached to the Motion as Exhibit B. 6. As a result of Re/Maxs efforts, CBOI was able to enter into a sale agreement (the

Purchase Agreement) with Celestino Reyes (the Buyer) to sell the Property for a purchase price of $205,000 (the Purchase Price).1 A copy of the Purchase Agreement is attached to the Motion as Exhibit C. The Buyer initially offered significantly less than the Purchase Price, but through negotiation, the offer was increased to reflect the Purchase Price. 7. I believe that the Purchase Price is fair and reasonable and comports with other

comparables in the area. I also believe the Property has been thoroughly marketed. Sworn to before me this 13th day of September, 2012 /s/ Lynnda Coury Lynnda Coury Notary Public Commission Expires January 27, 2014
1

/s/ Richard Ostergren Richard Ostergren

At closing, the Buyers will be given a 3% closing cost credit equal to $6,150, thus reducing the Purchase Price to $198,850.

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TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al. Debtors and Debtors-in-Possession 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000 Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

NOTICE OF PRIVATE SALE OF RESIDENTIAL REAL ESTATE LOCATED AT 8554 S. LAVERGNE AVE, BURBANK, IL 60459 AND SALE HEARING PLEASE TAKE NOTICE that on September 14, 2012, The Christian Brothers of Ireland, Inc. (CBOI) filed a motion (the Motion) for the entry of an order, pursuant to 11 U.S.C. 105(a) and 363, Rule 6004 of the Federal Rules of Bankruptcy Procedure, and pursuant to the amended guidelines for the conduct of asset sales adopted by General Order M-383, authorizing the sale of residential real property located at 8554 S. Lavergne Ave, Burbank, IL 60459 and certain furnishings contained therein (the Property) free and clear of all liens, claims, encumbrances and interests. PLEASE TAKE FURTHER NOTICE that the Property consists of an approximate 10,415 square foot lot containing improvements (i.e., residential house) and certain de minimis furnishings. PLEASE TAKE FURTHER NOTICE that the broker for the sale of the Property is Re/Max 10 located at 9909 Southwest Highway, Oaklawn, Illinois. PLEASE TAKE FURTHER NOTICE that the proposed buyer for the Property is Celestino Reyes with a proposed purchase price of $205,000 (with a $6,150 closing cost adjustment in favor of the buyer). PLEASE TAKE FURTHER NOTICE that a hearing to approve the sale of the Property will be held on October 17, 2012 at 10:00 a.m. (ET) before the Honorable Robert D. Drain, United States Bankruptcy Judge, United States Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601.

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PLEASE TAKE FURTHER NOTICE, that objections, if any, to the Motion, must be made in writing, must conform to the requirements of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, must set forth with reasonable specificity the basis thereof, and must be filed no later than 5:00 p.m. on October 10, 2012 as follows: (a) by registered users of the Courts electronic case filing system, electronically in accordance with General Order M399. A copy of such response must be delivered to the Chambers of the Honorable Robert D. Drain, United States Bankruptcy Judge, 300 Quarropas Street, White Plains, New York 10601, and served upon and received by (i) Paul K. Schwartzberg, Esq., Staff Attorney to the United States Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004; (ii) Tarter Krinsky & Drogin LLP, attorneys for the Debtors, 1350 Broadway, 11th Floor, New York, New York 10018, Attn: Scott Markowitz, Esq.; and (iii) Pachulski Stang Ziehl & Jones LLP, counsel to the Official Creditors Committee, 780 Third Avenue, 36th Floor, New York, New York 10017, Attn: Ilan D, Scharf, Esq. Any response must set forth the grounds for and the facts supporting the response and must: (i) identify the response by the name of the responding party, (ii) indicate the hearing date on the upper right hand of the objection, and (iii) bear the caption and case number of this case. Dated: New York, New York September 14, 2012 TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al. Debtors and Debtors-in-Possession By: /s/ Scott S. Markowitz Scott S. Markowitz Rocco A. Cavaliere 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000

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EXHIBIT E

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

ORDER PURSUANT TO 11 U.S.C. 105(a) AND 363 AND RULE 6004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (A) AUTHORIZING AND APPROVING THE PRIVATE SALE OF CERTAIN REAL PROPERTY LOCATED AT 8554 S. LAVERGNE AVE, BURBANK, ILLINOIS, FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, AND PAYMENT OF BROKERAGE COMMISSION Upon the motion dated September 14, 2012 (the Motion)1 of The Christian Brothers of Ireland, Inc. (CBOI or the Debtor), for the entry of an order, pursuant to 11 U.S.C. 105(a) and 363, Rule 6004 of the Federal Rules of Bankruptcy Procedure, and pursuant to the amended guidelines for the conduct of asset sales adopted by General Order M-383, authorizing the sale of residential real property located at 8554 S. Lavergne Ave, Burbank, IL 60459 free and clear of all liens, claims, encumbrances and interests (if any); and the Court having considered (i) the Motion, (ii) the arguments of counsel made, and the evidence submitted, proffered or adduced, at the hearing held on October 17, 2012 (the Sale Hearing), and (iii) the record in this Case, of which the Court took judicial notice at the Sale Hearing; and the Court having determined that the relief requested in the Motion and the Sale to the Buyer in accordance with the Purchase Agreement and the provisions of this order (this Order) are in the best interests of the Debtor, its estate, its creditors and other parties in interest; and it appearing that reasonable and adequate notice of the Motion has been provided to all persons required to be served in accordance with the Bankruptcy Code, the Bankruptcy Rules and the local rules and orders of this Court; and

Capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Motion.

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upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby FOUND AND DETERMINED THAT: A. The Court has jurisdiction over this matter and over the property of the Debtor,

including the Property to be sold, transferred and conveyed, pursuant to 28 U.S.C. 157(a) and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 10, 1984 (Ward, Acting C.J.). B. The statutory predicates for the relief sought in the Motion and the basis for the

approvals and authorizations herein are 11 U.S.C. 105 and 363 and Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure. C. As evidenced by the affidavits of service previously filed with the Court, and

based on the representations of counsel at the Sale Hearing: (i) due, proper, timely, adequate and sufficient notice of the Motion and sale contemplated therein have been provided; (ii) such notice was good and sufficient, and appropriate under the particular circumstances; and (iii) no other or further notice of the Motion or the sale contemplated therein, is or shall be required. D. The Debtor is the sole lawful owner of the Property, and, upon entry of this

Order, has the legal power and authority to convey all of its right, title and interest therein and thereto. E. The relief requested in the Motion is in the best interests of the Debtor, its

creditors, its estate and all other parties in interest in this case.. F. All findings of fact and conclusions of law made or announced by the Court at the

Sale Hearing are incorporated herein; and it is therefore

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ORDERED, ADJUDGED AND DECREED THAT: 1. The relief requested in the Motion is GRANTED in the manner and to the extent

set forth below. 2. Pursuant to Bankruptcy Code 105(a), 363(b) and 363(f), the Purchase

Agreement and the transaction contemplated therein are hereby approved and authorized. 3. Pursuant to Bankruptcy Code 363(b), the Debtor is hereby authorized to and

directed to take any and all actions necessary or appropriate to convey the Property to the Buyer in accordance with and subject to the terms and conditions of the Purchase Agreement. 4. The consideration provided by the Buyer for the Property under the Purchase

Agreement is fair and reasonable, and shall be deemed for all purposes to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code and any other applicable law. 5. Pursuant to Bankruptcy Code 363(b) and 363(f), upon the closing of the sale

contemplated in the Purchase Agreement, the Property shall be transferred to the Buyer free and clear of all liens, claims or encumbrances and such liens, claims or encumbrances (if any) shall attach to the proceeds of the sale. 6. From the sale proceeds, the Debtor is authorized to pay to Re/Max 10 a six

(6%) percent brokerage commission, as authorized by the order of this Court dated March 26, 2012, approving their retention. 7. In the event of any inconsistency between this Order, on the one hand, and the

Purchase Agreement or other documents related to the sale of the Property, on the other hand, the terms of this Order shall control. 8. This Court shall retain exclusive jurisdiction to enforce the terms and provisions

of this Order and the Purchase Agreement in all respects.

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9.

Notwithstanding Bankruptcy Rule 6004(h), this Order shall be effective and

enforceable immediately upon entry. Dated: White Plains, New York October ___, 2012 HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

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