IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE -----------------------------------------------------------------------IN RE: ) ) CHURCH STREET HEALTH

MANAGEMENT, LLC, ) et al. 1 ) ) Debtors ) ------------------------------------------------------------------------

Chapter 11 Case No. 12-01573 (Joint Administration Pending)

EXPEDITED APPLICATION OF DEBTORS FOR AN EXPEDITED ORDER PURSUANT TO FED. R. BANK. P. 2014(a) AND 11 U.S.C. 327(a) AND 328(a) AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORGAN JOSEPH TRIARTISAN LLC AS INVESTMENT BANKER TO THE DEBTORS NUNC PRO TUNC TO THE DATE HEREOF TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Church Street Health Management, LLC (CSHM) and its affiliated debtors, as debtors in possession (collectively, the Debtors), as and for their application for the relief requested herein, respectfully state as follows:
RELIEF REQUESTED

1.

By this application (the Application), the Debtors hereby move this Court,

pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and 11 U.S.C. 327(a) and 328(a), for entry of an order, substantially in the form annexed hereto as Exhibit A, authorizing and approving the Debtors retention of Morgan Joseph TriArtisan LLC (Morgan Joseph) as investment banker (Investment Banker) in these cases effective as of February 21, 2012 and on the terms and conditions of that certain Letter Agreement dated as of February 21, 2012 by and among the Debtors and Morgan Joseph (a copy
1 The Debtors (with the last four digits of each Debtors federal tax identification number and chapter 11 case number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small Smiles Holding Company, LLC (4993; Case No. 12-01574), FORBA NY, LLC (8013; Case No. 12-01575), FORBA Services, Inc. (6506; Case No. 12-01576), EEHC, Inc. (4973; Case No. 12-01577).

of which is annexed hereto as Exhibit B, the Retention Agreement).2 The relief requested includes approval of an indemnification provision in the Retention Agreement.
JURISDICTION AND AUTHORITY

2.

This Court has jurisdiction over this Application under 28 U.S.C. 1334. This is

a core proceeding within the meaning of 28 U.S.C. 157(b). Venue of these proceedings and this Application is proper in this district pursuant to 28 U.S.C. 1408 and 1409. 3. The relief sought in this Application is supported by sections 327(a) and 328(a) of

title 11 of the United States Code, 11 U.S.C. 101-1532, as amended (the Bankruptcy Code) and Rule 2014(a) of the Bankruptcy Rules.
PROCEDURAL BACKGROUND

4.

On the date hereof (the Petition Date), each of the Debtors filed a voluntary

petition with this Court for relief under chapter 11 of the Bankruptcy Code. 5. The Debtors continue to manage and operate their businesses as debtors in

possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 6. No creditors committee has yet been appointed in these cases by the United

States Trustee. Further, no trustee or examiner has been requested or appointed in any of the Debtors chapter 11 cases. 7. Concurrently with the filing of this Application, the Debtors filed a motion with

this Court seeking the joint administration of their chapter 11 cases for procedural purposes only.
2 The Debtors requested an expedited hearing on this Application as more fully set forth in that certain Expedited Motion to Set Emergency Hearing on First Day Motions filed contemporaneously herewith, which motion is incorporated herein by reference. In reference to this motion in particular, the Retention Agreement contains certain timing requirements for the approval of the Debtors retention of Morgan Joseph and out of an abundance of caution, the Debtors are seeking expedited approval. In addition, because the Debtors are seeking to implement the procedures for a sale of substantially all their assets early in these cases (and Morgan Josephs significant role in implementing such procedures), it is important for the Debtors and Morgan Joseph to have certainty regarding approval of the Retention Agreement.

FACTUAL BACKGROUND

8.

The factual background relating to the Debtors commencement of these chapter

11 cases is set forth in detail in the Affidavit of Martin J. McGahan, the Chief Restructuring Officer of CSHM, in Support of Chapter 11 Petitions and First Day Pleadings (the First Day Affidavit) filed contemporaneously herewith. The First Day Affidavit supports the request for relief by this Application and is incorporated herein by reference. 9. The Debtors further submit that certain Affidavit of Alex C. Fisch, a Director of

Morgan Joseph, in support of this Application (the Retention Affidavit), a true and correct copy of which is annexed hereto as Exhibit C.
ARGUMENT AND AUTHORITIES

10.

For the reasons set forth herein, the Debtors believe that their retention of Morgan

Joseph should be approved because Morgan Josephs services are required, Morgan Joseph is highly qualified and disinterested, and the terms of the retention are fair. 11. Pursuant to section 327(a) of the Bankruptcy Code, a debtor in possession is

authorized to employ professional persons that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor in possession] in carrying out [its] duties under [the Bankruptcy Code.] Section 1107(b) of the Bankruptcy Code provides that a person is not disqualified for employment under section 327 of [the Bankruptcy Code] by a debtor in possession solely because of such persons employment by or representation of the debtor before the commencement of the case. Further, under section 328 of the Bankruptcy Code, a professional may be employed on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed percentage fee basis, or on a contingent fee basis.

12.

As required by Bankruptcy Rule 2014(a), this Application sets forth the

following: (a) the specific facts showing the necessity for Morgan Josephs employment, (b) the reasons for the Debtors selection of Morgan Joseph as their investment banker in connection with their chapter 11 cases, (c) the professional services to be provided by Morgan Joseph, (d) the arrangement between the Debtors and Morgan Joseph with respect to Morgan Josephs compensation, and (e) to the best of the Debtors knowledge, the extent of Morgan Josephs connections, if any, to certain parties in interest in these chapter 11 cases. Necessity of Investment Banker and Qualifications 13. The Debtors believe it is necessary and in the best interests of their creditors and

estates to engage Morgan Joseph to act as Investment Banker to the Debtors during these Debtors chapter 11 cases. Within the coming days, the Debtors will file a motion for an auction-style sale of substantially all of their assets pursuant to section 363 of the Bankruptcy Code (the 363 Sale). In order to maximize value to the estate, the requested procedures for the 363 Sale include marketing their assets to potential purchasers. Morgan Joseph is an

experienced Investment Banker in this industry and in bankruptcy generally, and will be able to effectively reach numerous parties and generate substantial interest in the 363 Sale. In addition, Morgan Joseph will also formulate and consolidate information for prospective bidders in a format that will facilitate such prospective bidders ability to evaluate and analyze the terms of the 363 Sale on the requested timeframe. 14. Morgan Joseph is well qualified to serve as the Debtors investment banker.

Morgan Joseph is a leading corporate finance investment bank and has provided financial advice to numerous major corporate entities and investors worldwide. Moreover, the Debtors selected Morgan Joseph based on its restructuring experience and expertise in providing financial

advisory and investment banking services in chapter 11 cases, as well as Morgan Josephs capital markets knowledge, financial skills and mergers and acquisitions capabilities. Morgan Josephs restructuring professionals have extensive experience in advising debtors and other constituents in chapter 11 cases and have served as financial advisors and investment bankers to numerous debtors and creditors in restructurings involving, among others: a. In re CDC Corporation, Case No. 11-79079, filed in the Northern District of Georgia (retained by the Official Committee of Equity Security Holders); b. In re SSI Group Holding Corp., Case No. 11-12917, filed in the District of Delaware (retained by the Debtors); c. In re The Merit Group, Inc., Case No. 11-03216, filed in the District of South Carolina (retained by the Debtors); d. In re Champion Enterprises, Inc., Case No. 09-14019, filed in the District of Delaware (retained by the Debtors); e. In re Pike Nursery Holding LLC, Case No. 07-79129, filed in the Northern District of Georgia (retained by the Debtors); and f. In re Adventure Parks Group, LLC, Case No. 06-70659, filed in the Middle District of Georgia (retained by the Debtors). In short, Morgan Joseph has substantial expertise in advising troubled companies and their constituents in connection with asset sales and related issues. 15. The Debtors desire to use the services of Morgan Joseph in these chapter 11 cases

pursuant to the terms of the Retention Agreement, and Morgan Joseph has agreed to perform such professional services pursuant to the Retention Agreement consistent with section 328 of the Bankruptcy Code. The services to be provided by Morgan Joseph are necessary and

beneficial to the Debtors, their estates, and creditors. Thus, the Debtors believe that Morgan Joseph is well suited and qualified to serve as an investment banker for them in a cost-effective, efficient, and timely manner.

16.

Pursuant to the Retention Agreement, Morgan Joseph will provide such

investment banking services as Morgan Joseph and the Debtors deem appropriate and feasible in the course of these chapter 11 cases, including the investment banking services to the Debtors, as described below. Terms of the Retention 17. Morgan Joseph will perform services in accordance with the Retention Agreement

including, but not limited to, the following: a. assist and advise the Debtors with the analysis of the Debtors business, business plan and strategic and financial position; and b. assist with the formulation, evaluation and implementation of various options for a Transaction (as defined in the Retention Agreement) relating to the Debtors, its assets or businesses; and c. Given that the Debtors are pursuing a Sale Transaction (as defined in the Retention Agreement), Morgan Joseph will: i. assist in preparing an offering memorandum (with any amendments and supplements thereto) for distribution and presentation to prospective purchasers; ii. assist in soliciting interest among prospective purchasers; iii. assist in evaluating proposals received from prospective purchasers; iv. advise the Debtors as to the structure of a Sale Transaction, including the valuation of any non-cash consideration; v. assist in negotiating the financial terms and structure of a Sale Transaction; vi. if requested, provide testimony to the Court with respect to a Sale Transaction if the Debtors are or become debtors under chapter 11 of the Bankruptcy Code; and vii. assist in consummating a Sale Transaction.

18.

The Debtors require qualified professionals to render these essential professional

services. As noted above, Morgan Joseph has substantial expertise in all of the areas for which they are proposed to be retained. Accordingly, the Debtors submit that Morgan Joseph is well qualified and best suited to perform these services and assist the Debtors in these chapter 11 cases. 19. Pursuant to section 328(a) of the Bankruptcy Code, the Debtors may retain

Morgan Joseph on any reasonable terms and conditions. Prior to the Petition Date, the Debtors negotiated the Retention Agreement, a commercially reasonable compensation and employment agreement for investment bankers in cases of this type. The Debtors request approval of the Retention Agreement, including the compensation provisions pursuant to section 328(a) of the Bankruptcy Code. The Debtors and Morgan Joseph have agreed that Morgan Joseph shall be paid as set forth, in detail, in the Retention Agreement and the Retention Affidavit and shall be reimbursed according to Morgan Josephs customary reimbursement policies. 20. Pursuant to the Retention Agreement, Morgan Joseph will be compensated as

follows (with capitalized terms below having the meaning ascribed to them in the Retention Agreement, or as set forth below): a. Monthly Fees. In addition to the other fees provided for in the Retention Agreement, upon the execution of the Retention Agreement the Company shall pay Morgan Joseph, without notice or invoice, an advance nonrefundable cash fee of $75,000 (the Initial Monthly Fee), and on every monthly anniversary of the Effective Date during the term of the Retention Agreement until the consummation of a Sale Transaction or earlier termination of the Retention Agreement, the Company shall pay Morgan Joseph, without notice or invoice, an advance non-refundable cash fee of $75,000 per month, provided, however, that after Morgan Joseph has actually received the Initial Monthly Fee and two Monthly Fees of $75,000 each, each Monthly Fee thereafter shall be $50,000 (the Initial Monthly Fee and each other monthly fee described in this sentence shall be a Monthly Fee and collectively, they are the Monthly Fees). The Company shall pay Morgan Joseph a minimum of the Initial Monthly Fee and the next two (2) Monthly

Fees, a total of $225,000, regardless of if and when the Company elects to terminate the Retention Agreement pursuant to terms of paragraph 3 of the Retention Agreement. Each Monthly Fee shall be earned upon Morgan Josephs receipt thereof. b. Transaction Fee(s). In addition to the other fees provided for in the Retention Agreement, the Company shall pay Morgan Joseph the following transaction fee(s) (the Transaction Fee(s)): i. Sale Transaction Fee. On the closing of a Sale Transaction, Morgan Joseph shall earn and the Company shall immediately pay to Morgan Joseph in cash or directly from the proceeds thereof a Sale Transaction Fee (Sale Transaction Fee) equal to (x) $275,000 plus (y) in the event the Company consummates a Sale Transaction with a party other than the purchaser or affiliate thereof with respect to which a sale motion (Sale Motion) is filed in the Companys Chapter 11 case pursuant to Section 363 of the Bankruptcy Code (the Stalking Horse Bidder), five percent (5.0%) of the amount by which the Aggregate Gross Consideration (as defined in the Retention Agreement--in essence, any consideration to these estates, including cash, notes, assumption or relief of debts, and the like) of such Sale Transaction exceeds the Aggregate Gross Consideration under the proposed purchase agreement that is the subject of such Sale Motion. All Monthly Fees due to Morgan Joseph which are actually paid to Morgan Joseph prior to the consummation of a Sale Transaction shall be credited 100% against the Sale Transaction Fee, provided, however, that in no event shall such crediting result in the Sale Transaction Fee being less than $0. c. Indemnification. Morgan Joseph shall be indemnified by the Debtors as set forth in Section 10 and Schedule A of the Retention Agreement; and d. Fees and Expenses. In addition to the fees and indemnification described above, and regardless of whether any Transaction is consummated, the Debtors agree to promptly reimburse Morgan Joseph, on a monthly basis, for all reasonable out-of-pocket expenses incurred by Morgan Joseph in connection with the Retention Agreement, including (a) travel, lodging, meals, duplicating, related out-of-pockets costs, messenger charges, and telephone charges, all of which shall be charged at cost in accordance with the then effective Morgan Joseph policy, without regard to volume-based or similar rebates or credits Morgan Joseph may receive, and (b) research costs, database and similar information charges, production costs, and other clientrelated services not capable or being identified with, or charged to, a particular client or engagement, based on a uniformly applied monthly assessment. Morgan Joseph shall also be reimbursed for the reasonable fees and expenses of its counsel incurred in connection with the negotiation and enforcement of this Agreement.

21.

The Debtors are advised by Morgan Joseph that it is not the general practice of

investment banking firms to keep detailed time records similar to those customarily kept by attorneys. While in some instances Morgan Joseph has maintained time records in bankruptcy cases, Morgan Joseph believes in this case it should be excused from this requirement given the nature of the services to be provided and the size, complexity, and scope of the case. Most professionals within Morgan Joseph, including most of the professionals that Morgan Joseph has involved in this engagement, do not keep time records in connection with the performance of their services. In order to demonstrate the services provided by Morgan Joseph to the Debtors, each month Morgan Joseph will file a schedule that identifies those professionals which have provided services on behalf of the Debtors and that provides a general description of the services performed by such professionals. 22. The hours worked, the results achieved, and the ultimate benefit to the Debtors of

the work performed by Morgan Joseph in connection with its engagement may vary and the Debtors and Morgan Joseph have taken this into account in setting the above fees. The

compensation structure described above was established to reflect the difficulty of the extensive assignments Morgan Joseph has undertaken and continues to undertake and the potential that the Debtors might not consummate a transaction. Moreover, the compensation structure provides a strong incentive for Morgan Joseph to increase the expected stalking horse bid, by providing Morgan Joseph with a higher Transaction Fee if an auction results and a transaction closes with higher consideration that proposed by such stalking horse. 23. Morgan Josephs restructuring expertise, mergers and acquisitions capabilities, as

well as its capital markets knowledge and financing skills, some or all of which have been and will be required by the Debtors during the term of Morgan Josephs engagement, were important

factors in determining the above fee structure (including the Transaction Fee). Consequently, the ultimate benefit to the Debtors of Morgan Joseph services cannot be measured merely by reference to the number of hours to be expended by Morgan Josephs professionals in the performance of such services. 24. In addition, given the numerous issues which Morgan Joseph may be required to

address in the performance of its services hereunder, Morgan Josephs commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for Morgan Joseph services for engagements of this nature in an out-of-court context, as well as in chapter 11, the Debtors believe that the fee arrangements in the Retention Agreement are reasonable under the standards set forth in section 328 of the Bankruptcy Code. As part of the overall compensation payable to Morgan Joseph under the terms of the Retention Agreement, the Debtors have agreed to the reimbursement, indemnification, and contribution obligations as described herein. The Debtors believe that such provisions are customary and reasonable for investment banking engagements in chapter 11. 25. The Debtors intend that the services of Morgan Joseph will complement, and not

duplicate, the services being rendered by other professionals in these chapter 11 cases. Morgan Joseph understands that the Debtors have retained and may retain additional professionals during the term of the engagement and will work cooperatively with such professionals to integrate any respective work conducted by the professionals on behalf of the Debtors. Additional Grounds for the Retention 26. As recognized by numerous courts, Congress intended in section 328(a) of the

Bankruptcy Code to enable debtors to retain professionals pursuant to specific fee arrangements to be determined at the time of the courts approval of the retention, subject to reversal only if

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the terms are found to be improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. See Donaldson, Lufkin & Jenrette Sec. Corp. v. Natl Gypsum Co. (In re Natl Gypsum Co.), 123 F.3d 861, 862-63 (5th Cir. 1997) (If the most competent professionals are to be available for complicated capital restructuring and the development of successful corporate reorganization, they must know what they will receive for their expertise and commitment). 27. The Debtors believe that the fee and expense structure and the indemnification

and related provisions set forth in the Retention Agreement are reasonable terms and conditions of employment and should be approved under section 328(a) of the Bankruptcy Code. They appropriately reflect the nature of the services to be provided by Morgan Joseph and the fee structures and indemnification provisions typically utilized by Morgan Joseph and other leading financial advisory firms, which do not bill their clients on an hourly basis and generally are compensated on a transactional basis. In particular, the Debtors believe that the proposed fee structure creates a proper balance between fixed and contingency fees based on the successful consummation of relevant transactions. 28. The Debtors submit that the fee and expense structure and the indemnification and

related provisions are reasonable terms and conditions of employment in light of (i) industry practice, (ii) market rates charged for comparable services both in and out of the chapter 11 context, (iii) Morgan Josephs substantial restructuring expertise and experience, as well as its capital markets knowledge, financial skills and mergers and acquisitions capabilities, some or all or which may be required during Morgan Josephs engagement under the Retention Agreement, and (iv) the nature and scope of work performed by Morgan Joseph in these chapter 11 cases.

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29.

As more fully set forth in Schedule A to the Retention Agreement, as part of the

overall compensation payable to Morgan Joseph under the terms of the Retention Agreement, the Debtors have agreed to indemnify and hold harmless Morgan Joseph and its Representatives (with Morgan Joseph, the Indemnified Persons) from and against all losses, claims, damages, liabilities or expenses (or actions or proceedings, including those brought by security holders, creditors, or others), joint and several, relating in any way to or arising in any way from the Retention Agreement or Morgan Josephs services under the Retention Agreement (collectively, a Claim and/or Loss). The Debtors will reimburse all Indemnified Persons promptly for all expenses (including counsels reasonable fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, settlement or compromise of or response to any pending or threatened Claim or Loss, or any such action or proceeding arising therefrom. The Debtors shall so indemnify and hold harmless all Indemnified Persons whether or not such Indemnified Person is a formal party to any such action or other proceeding (a Proceeding), including any Proceeding in which any Indemnified Person is subject to a subpoena or other legal process requiring the response of any Indemnified Person, and whether or not such Proceeding is initiated by or brought on the Debtors behalf. Consistent with practice in various bankruptcy courts, however, the Retention Agreement provides that [a]n Indemnified Person is not entitled to the foregoing indemnification if such Claim or Loss is finally judicially determined to have resulted primarily from such Indemnified Persons gross negligence or willful misconduct. See Retention Agreement, Schedule A, page 1. 30. The Debtors and Morgan Joseph believe that the terms of the Retention

Agreement are customary and reasonable for investment banking engagements, both out-of-court and in chapter 11 proceedings. See, e.g., United Artists Theatre Co. v. Walton (In re United

12

Artists Theatre Co.), 315 F.3d 217, 234 (3d Cir. 2003) (finding indemnification agreement between debtor and financial advisor reasonable under section 328); In re BearingPoint, Inc., Ch. 11 Case No. 09-10691 (Bankr. S.D.N.Y. April 17, 2009) (Docket No. 473) (approving retention and indemnification of Greenhill Capital). 31. The indemnification provisions are similar to indemnification provisions that have

previously been approved by bankruptcy courts in this District. See e.g., In re Sumner Regional Health Systems, Inc., Chapter 11 Case No. 3:10-bk-04766 (Bankr. M.D. Tenn. May 25, 2010 (approving retention of Navigant as crisis manager and attendant indemnification provisions pursuant to section 363 of Bankruptcy Code) [Dkt. 225]. Accordingly, the Debtors respectfully submit that the terms of the Retention Agreement and its indemnification provisions are reasonable and customary and should be approved in these chapter 11 cases. Disinterestedness of the Investment Banker 32. The Debtors submit the Retention Affidavit, wherein it is represented that, upon

information and belief and except as otherwise disclosed in the Retention Affidavit, Morgan Joseph is not connected with the Debtors, their creditors, other parties-in-interest, the United States Trustee or any person employed by the Office of the United States Trustee, and that to the best of the declarants knowledge, after due inquiry, Morgan Joseph does not, by reason of any direct or indirect relationship to, connection with or interest in the Debtors, hold or represent any interest adverse to the Debtors, their estates or any class of creditors or equity interest holders with respect to the matters upon which it is to be engaged, except as may be set forth on the Schedules to the Retention Affidavit. Based upon the Retention Affidavit, Morgan Joseph is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code.

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33.

The Debtors have been advised that Morgan Joseph, an investment bank with

broad activities, including general strategic advisory, mergers and acquisitions advisory, private equity investment, and financial restructuring advisory, has an international practice and may represent or may have represented certain of the Debtors creditors, equity holders, or other parties in interest in matters completely unrelated to these cases. 34. Despite the efforts described above to identify and disclose Morgan Josephs

connections with parties in interest in these chapter 11 cases, because the Debtors are large enterprises with hundreds of creditors and other relationships, Morgan Joseph is unable to state with certainty that every client relationship or other connection has been disclosed. The Debtors have been advised that Morgan Joseph will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new facts or

circumstances are discovered, Morgan Joseph will supplement its disclosure to the Court. 35. The Debtors have been advised that, other than with its own partners and

employees, Morgan Joseph has agreed not to share with any person or firm the compensation to be paid for professional services rendered in connection with these cases. 36. As set forth in the Retention Affidavit, there are no amounts owed by the Debtors

to Morgan Joseph as of the Petition Date, as the Debtors did not finalize the terms of their engagement with Morgan Joseph until the Petition Date, and Morgan Joseph thus provided no services to the Debtors prior to the Petition Date. Accordingly, Morgan Joseph is not a creditor of the Debtors. 37. To the best of the Debtors knowledge, information, and belief, and except and to

the extent disclosed herein and in the Retention Affidavit, based on the results of searches performed by Morgan Joseph to date, (a) Morgan Joseph is a disinterested person within the

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meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and holds no interest adverse to the Debtors or their estates in connection with the matters for which Morgan Joseph is to be retained by the Debtors, as required by section 327(a) of the Bankruptcy Code; and (b) Morgan Joseph has no connection with the Debtors, their creditors, the U.S. Trustee, or other parties in interest in these chapter 11 cases.
NOTICE

38.

Notice of this Application has been given to the following parties or, in lieu

thereof, to their counsel, if known, via telephone, e-mail, facsimile, overnight courier, or hand delivery: (a) the Office of the United States Trustee for the Middle District of Tennessee; (b) counsel to the administrative agent for the Debtors prepetition secured lenders; (c) the holders of the twenty (20) largest unsecured claims on a consolidated basis against the Debtors; and (d) the Debtors proposed debtor in possession lenders and their counsel. As this Application is seeking first-day relief, notice of this Application and any order entered hereon will be served on all parties required by L.R. 2081-1. Due to the urgency of the circumstances surrounding this Application and the nature of the relief requested herein, the Debtors respectfully submit that no further notice of this Application is required. 39. No previous request for the relief sought herein has been made by the Debtors to

this or any other court.

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40.

WHEREFORE, the Debtors respectfully request the entry of an order granting

the relief requested in this Application and granting such other and further relief as Court deems just and proper under the circumstances. Dated: February 21, 2012 Nashville, Tennessee By:/s/ Katie G. Stenberg _____________ John C. Tishler, BPR No. 13441 Katie G. Stenberg, BPR No. 22301 Robert P. Sweeter, BPR No. 28859 WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: john.tishler@wallerlaw.com katie.stenberg@wallerlaw.com robert.sweeter@wallerlaw.com Proposed Attorneys for the Debtors and Debtors in Possession

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