Case BLS Doc 356 Filed 03/12/13 Page 1 of 11 FOR THE DISTRICT OF DELAWARE

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1 Case BLS Doc 356 Filed 03/12/13 Page 1 of 11 FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 REVSTONE INDUSTRIES, LLC, et al, 1 ) Case No (BLS) Debtors. ) (Jointly Administered) ) EXPEDITED MOTION OF DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004 Spara, LLC, a debtor and debtor in possession in the above captioned cases (the "Debtor" or "Spara"), hereby submits this expedited 2 motion (the "Motion") pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District Court of Delaware (the "Local Rules") for the entry of an order directing the examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC ("BFG") regarding the operations of non-debtor affiliate Lexington Logistics, LLC ("Lexington") and BFG s management of Lexington, as further described below. In support of the Motion, the Debtor respectfully represents as follows: The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY The Debtor has filed a motion contemporaneously herewith seeking a reduction in time to allow this Motion to be heard at the regularly scheduled omnibus hearing on Tuesday, March 19, 2013, at 2:00 p.m. DOCS_DE: /001

2 Case BLS Doc 356 Filed 03/12/13 Page 2 of 11 JURISDICTION AND VENUE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding under 28 U.S.C. 157(b). Venue of the Debtor s bankruptcy case and this Motion is proper pursuant to 28 U.S.C and The statutory predicates for the relief sought herein are section 105 of title 11 of the United States Code (the "Bankruptcy Code"), Bankruptcy Rule 2004, and Rule of the Local Rules. BACKGROUND 3. On December 3, 2012 (the "Spara Petition Date"), Debtors Revstone Industries, LLC and Spara, LLC commenced their cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. On January 7, 2013, Debtors Greenwood Forgings, LLC and US Tool and Engineering, LLC commenced their cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in the possession of their property and have continued to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On December 18, 2012 the United States Trustee appointed an Official Committee of Unsecured Creditors (the "Committee") in the cases of Revstone Industries, LLC. No committee has been appointed in the cases of Spara, LLC, Greenwood Forgings, LLC and US Tool and Engineering, LLC. No trustee or examiner has been appointed in any of the Debtors chapter 11 cases. DOCS_DE: /001 2

3 Case BLS Doc 356 Filed 03/12/13 Page 3 of The Debtors and their affiliates (collectively referred to herein as the "Company") are premier designers and manufacturers of highly engineered components for automotive and other industrial sectors focusing on case and formed metals, tooling, and highperformance products and processes. The Company is also a premier designer, manufacturer and supplier of components for the global aerospace, energy, military, defense and transportation industries. Certain affiliates specialize in thermoform plastics, forging, casting, fabricating and molding of various types of ferrous and non-ferrous metals, as well as the performance of precision machining and fabrication. BACKGROUND RELATED TO LEXINGTON 6. On June 21, 2011, the Debtor entered into a loan agreement for financing from BFG in the principal amount of $6,000,000 (the "Spara Loan") under the terms of a Promissory Note (the "Spara Promissory Note"). In connection with and to secure the obligations owing under the Spara Loan, the Debtor executed in favor of, and delivered to, BFG a Pledge Agreement (the "Spara Pledge Agreement"), in which the Debtor pledged 100% of the membership interests (the "Lexington Membership Interest Collateral") in Lexington On January 10, 2012, BFG filed a Complaint against certain of the Debtors in these cases and certain non-debtor affiliates as a result of numerous defaults under various loan documents, including the Spara Loan. On April 9, 2012, the Circuit Court for the The Debtor reserves all rights to contest any liens asserted by BFG, as well as all rights to oppose any exercise of any alleged rights related to such liens. DOCS_DE: /001

4 Case BLS Doc 356 Filed 03/12/13 Page 4 of 11 County of Grand Traverse, Michigan, entered a final judgment, among other things, declaring certain of the Debtors jointly and severally liable to BFG in the liquidated amount of $6,708, plus costs on account of the Spara Loan and related loan documents. 8. The Spara Pledge Agreement also afforded BFG remedies upon a default with respect to the Lexington Membership Interest Collateral. Due to the defaults prior to the Spara Petition Date, BFG exercised certain of its rights and remedies, including without limitation exercising voting rights, installing itself as manager of Lexington and appointing certain new officers of Lexington by unanimous written consent of sole member BFG dated November 6, The officers appointed included John Fernando as President and Chief Operating Officer. Upon information and belief, at present BFG is purportedly exercising all voting rights for Lexington, Sandeep Gupta has been purportedly installed by BFG as Chief Restructuring Officer of Lexington, and John Fernando previously held the positions of President and Chief Operating Officer of Lexington. 9. Lexington itself is party to a certain Loan and Security Agreement with Fifth Third Bank, as Agent ("FifthThird"), dated June 24, 2011 (as amended, the "Lexington Fifth Third Loan Agreement"). Lexington is purportedly obligated to Fifth Third in the maximum principal amount of $22,112, with respect to a term loan, $8,000, with respect to revolving commitments of Fifth Third and $1,000,000 with respect to outstanding letters of credit. The obligations of Lexington to Fifth Third are purportedly secured by an all DOCSDE: /001 4

5 Case BLS Doc 356 Filed 03/12/13 Page 5 of 11 asset lien encumbering all of Lexington s then owned and after acquired real and personal property and the proceeds thereof. 10. After the Spara Petition Date on January 10, 2013, BFG filed the Boston Finance Group, LLC s Motion for Modification of the Automatic Stay andfor Adequate Protection [Case No , Docket No. 33] (the "Stay Relief Motion") to foreclose on its asserted lien in the membership interests of Lexington. In their Stay Relief Motion, BFG asserted that Lexington was indebted to Fifth Third in an amount in excess of $24 million. Furthermore, BFG asserted that Lexington is in default under its obligations to Fifth Third but, nevertheless, Fifth Third has made certain protective advances to Lexington following Lexington s default in order to provide Lexington with minimal liquidity. 11. On January 31, 2013, the Debtor filed a preliminary objection to BFG s request to modify the automatic stay [Case No , Docket No. 60] (the "Objection"). In the Objection, the Debtor disputes BFG s assertion that the Debtor s estate does not have any equity in Lexington because (a) BFO bases its estimate of Debtor s equity interest in Lexington on a single paragraph in the self-serving declaration of Lexington s general counsel in support of the Stay Relief Motion and (b) the Debtor has no information with which to test BFG s valuation because BFG and its employees, now exercising control of Lexington, have refused the Debtor s requests for a review of Lexington s books and records. D005_DE: /001

6 Case BLS Doc 356 Filed 03/12/13 Page 6 of The Debtor and BFG exchanged discovery requests related to the assertions made in the Stay Relief Motion. On February 6, 2013, the Court held a hearing on the Stay Relief Motion and refused to order BFG s proposed immediate foreclosure sale of the Debtor s interests in Lexington or to issue a declaratory judgment that BFG acted in a commercially reasonable manner in connection with such foreclosure. Instead, the Court directed BFG and the Debtor to engage in discovery regarding the valuation of the Debtor s membership interest. The Court also scheduled a date for a trial on the Stay Relief Motion. 13. The Debtor and BFG have conferred several times after the February 6 hearing to seek a resolution of the issues raised in the Stay Relief Motion. As of the date hereof, BFG remains in effective operational control of Lexington and continues to refuse to provide the Debtor with the current books and records of Lexington for review. BFG has not provided documents responsive to the Debtor s discovery. Further, BFG has recently informed the Debtor that BFG has suspended negotiations with Fifth Third, purportedly will not contest Fifth Third s foreclosure of the Lexington collateral and intends to withdraw the Stay Relief Motion Despite BFG s control, Lexington remain a wholly-owned operating subsidiary of the Debtor with potential value to the Debtor s bankruptcy estate. Without a review of Lexington s books and records and current operational status, the Debtor has no ability to determine, among other things, whether it should attempt to reclaim control over Lexington. The purpose of this Motion is to obtain information about Lexington, its assets and operations, The Debtor reserves all rights against BFG related to the potential foreclosure by Fifth Third. DOCS_DE: /001 6

7 Case BLS Doc 356 Filed 03/12/13 Page 7 of 11 information the Debtors need in order to determine, among other things, whether the Debtor should take additional steps to maximize the value of the Lexington membership interests for the benefit of its estate. RELIEF REQUESTED 15. By this Motion, the Debtor seeks entry of an order directing Mr. Gupta, Mr. Fernando, and BFG to produce certain documents to the Debtor relating to the topics set forth on Exhibit A (the "Document Requests") attached to this Motion. The Debtor further requests that responses to the Document Requests be delivered to the attention of Laura Davis Jones, at Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE (Courier ) within 10 days after entry of an order granting this Motion or at such other place and time as may be agreed upon by the parties. 16. The Debtor further seeks entry of an order directing Mr. Gupta and Mr. Fernando to appear for oral examination regarding the Document Requests, and further directing BFG to designate a person to appear for oral examination regarding the Document Requests. The oral examinations will occur at the offices of Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, Delaware 19801, or other mutually agreeable location, on a date or dates to be set by Debtor s counsel. BASIS FOR RELIEF 17. Bankruptcy Rule 2004 provides that the Court may order the examination and the production of documentary evidence of "any entity" concerning any matter that relates "to the liabilities and financial condition of the debtor, or to any matter which may affect the DOCS_DE: /001 7

8 Case BLS Doc 356 Filed 03/12/13 Page 8 of 11 administration of the debtor s estate, or... any matter relevant to the case or the formulation of a plan." Fed. R. Bankr. P. 2004(b); see also Harrow v. Street (In re Fruehauf Trailer Corp.), 369 B.R. 817, (Bankr. D. Del. 2007) (noting the "extensive document discovery" that occurred pursuant to a subpoena issued under Fed. R. Bankr. P. 2004). The term "entity" includes individuals, partnerships and corporations. See 11 U.S.C. 101(15) and (41). 18. The scope of a Rule 2004 examination is "unfettered and broad," as the plain language of the rule indicates. See In re Countrywide Home Loans, Inc., 384 B.R. 373, 400 (Bankr. W.D. Pa. 2008). Indeed, Bankruptcy Rule 2004 affords parties-in-interest an extremely broad right of discovery and "is even broader than that of discovery permitted under [the Federal Rules of civil Procedure], which themselves contemplate broad, easy access to discovery." In re Valley Forge Plaza Assocs., 109 B.R. 669, 674 (Bankr. E.D. Pa. 1990) (citations omitted). See also In re Teleglobe Communications Corp., 493 F.3d 345, 354 n. 6 (31d cir. 2007) (Rule 2004 allows parties with an interest in the bankruptcy estate to conduct discovery into matters affecting the estate); In re Washington Mutual, 408 B.R. 45, 50 (Bankr. D. Del. 2009) (a "Rule 2004 [examination] is commonly recognized as more in the nature of a fishing expedition") (citations omitted). 19. In addition, the Court may order BFG to designate informed persons to testify on its behalf regarding the whereabouts of the Server. See e.g., In re Analytical Sys., Inc., 71 B.R. 408, 412 (Bankr. N.D. Ga. 1987) ("The application of the discovery device of Bankruptcy Rule 7030 (Fed.R.Civ.P. 30), for a corporation to designate and inform persons to DOCS_DE: /001 8

9 Case BLS Doc 356 Filed 03/12/13 Page 9 of 11 testify on its behalf to Bankruptcy Rule 2004 examinations is both consistent with and assists in the accomplishment of expeditious administration."). 20. Finally, the broad access afforded by Rule 2004 extends to third parties, such as Mr. Gupta, Mr. Fernando and BFG. See e.g., In re Wilcher, 56 B.R. 428,433 (Bankr. N.D. Ill. 1985) (Bankruptcy Rule 2004 examination "may extend to creditors and third parties who have had dealings with the debtor ). This is because "[t]h clear intent of Rule is to give parties in interest an opportunity to examine individuals having knowledge of the financial affairs of the debtor in order to preserve the rights of creditors." In re GHR Cos., Inc.,41 B.R. 655, 660 (Bankr. D. Mass. 1984). 21. In this case, an Order pursuant to Rule 2004 is both appropriate and necessary. The Debtor has no ability to assess the value of the estate s interest in the Lexington membership interest without information on Lexington s ongoing operations, assets and liabilities. Moreover, because the Debtor is required to routinely report its interest in entities in which the Debtor holds a substantial or controlling interest pursuant to Rule , the Debtor must have information regarding Lexington s value, operations and profitably to meet its ongoing statutory reporting requirements. 22. The Debtor seeks to examine the parties who most likely have knowledge regarding Lexington s assets and operations - specifically, (a) Mr. Sandeep Gupta, the current purported Chief Restructuring Officer of Lexington, (b) Mr. John Fernando, a former officer of Lexington and current senior officer of BFG, and (c) BFG and its designated representative. D005DE: /001 9

10 Case BLS Doc 356 Filed 03/12/13 Page 10 of 11 This inquiry falls squarely within the permissible scope of discovery under Bankruptcy Rule CERTIFICATION OF COMPLIANCE WITH LOCAL RULE Attached hereto as Exhibit B is a certification of Timothy P. Cairns, counsel to the Debtor, demonstrating compliance with Local Rule , and stating that prior to the filing of this Motion, he conferred with counsel with respect to the subject matter of this Motion and no agreement was reached. NOTICE 24. Notice of this Motion has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Debtors prepetition secured lenders; (c) Mr. Gupta; (d) Mr. Fernando; (e) BFG; (f) counsel to the Official Committee of Unsecured Creditors; and (g) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. The Debtor submits that, in light of the nature of the relief requested, no other or further notice need be given. NO PRIOR REQUEST 25. No prior request for the relief requested herein has been presented to this or any other court. DOCS_DE: /001 10

11 Case BLS Doc 356 Filed 03/12/13 Page 11 of 11 WHEREFORE, for the reasons discussed herein, the Debtor respectfully requests entry of an Order substantially in the form submitted herewith: (i) granting the Motion in its entirety; (ii) directing Mr. Gupta, Mr. Fernando, and BFG to produce certain documents to the Debtor relating to the topics set forth on the Document Requests; (iii) directing Mr. Gupta and Mr. Fernando to appear for oral examination regarding the Document Requests; (iv) directing BFG to designate a person to appear for oral examination regarding the Document Requests; and (v) granting such other and further relief as this Court deems just and proper under the circumstances. Dated: March &, 2013 PACHUL STANG ZIEHL & JONES LLP Laura Davi Jo arno. 2436) Alan J. Kornfeld (CA Bar No ) Maxim B. Litvak (CA Bar No ) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) ljones@pszjlaw.com akomfeld@pszjlaw.com mlitvak@pszjlaw.com tcairnspszj1aw.com Counsel for Debtor and Debtors in Possession DOCS_DE: /001 11

12 Case BLS Doc Filed 03/12/13 Page 1 of 10 usi ii M. Document Requests DOCS_DE: /001

13 Case BLS Doc Filed 03/12/13 Page 2 of 10 The definitions of terms provided by the Federal Rules of Bankruptcy Procedure and the Federal Rules of Civil Procedure, where applicable, are incorporated herein by reference. As used herein, the term "communication" means all inquiries, discussions, conversations, negotiations, agreements, understandings, meetings, telephone conversations, letters, notes, telegrams, correspondence, memoranda, s, facsimile transmissions, or other form of verbal, written, mechanical, or electronic disclosure, in the actual or constructive control or custody of BFG and any of its current or former affiliates, representatives and advisors, specifically including Lexington Logistics, LLC f/k/a Spara Logistics, LLC ("Lexington"). As used herein, the term "document" means any writings, recordings, electronic files and mails, or photographs, whether original or duplicate, as defined in Federal Rule of Evidence 1001, Bankruptcy Rule 7034 and Federal Rule of Civil Procedure 34(a), inclusively, including (but not limited to) inter-office memoranda, notes to file, facsimile transmissions, financial statements, bank statements, charts, appraisal reports, and other data compilations, in the actual or constructive control or custody of BFG and any of its current or former affiliates, representatives and advisors, specifically including Lexington. As used herein, the term "Golden Declaration" means the Declaration of Jonathan Golden in support of the Stay Relief Motion. As used herein, the phrase "relating to" means consisting of, referring to, reflecting or being legally, logically, or factually connected in any way with the subject matter. As used herein, the term "Stay Relief Motion" refers to the Boston Finance DOCS_DE: /001

14 Case BLS Doc Filed 03/12/13 Page 3 of 10 Group, LLC S Motion for Modification of the Automatic Stay and for Adequate Protection [Docket No. 33], filed on January 10, 2013 in this case. The singular includes the plural and vice versa; the words "and" and "or" shall be both conjunctive and disjunctive; the word "all" means "any and all"; and the word "any" means "any and all"; the word "including" means "including without limitation." Instructions If any portion of any document is responsive to any request, then the entire document must be produced. Documents shall be produced in the order in which they are found or kept in your files and shall not be shuffled or otherwise rearranged. Documents that are found stapled, clipped, or otherwise fastened or filed together shall be produced in such form. If information stored in, or accessible through, computer or other data retrieval system is produced, it must be accomplished by instructions and all other materials necessary to use or interpret such data. If any document responsive to these requests is withheld by reason of a claim of privilege, work product, or other ground of non-production, at the time that documents are produced, identify the document, specify the nature and basis of claimed privilege or other ground of non-production, indicate the paragraph(s) of this request to which such document relates. If any documents called for by any request herein has been destroyed, lost, discarded, or otherwise not capable of being produced, at the time that documents are produced, identify such document; identify any person who has possession, custody, or control of the document; indicate the paragraph(s) of this request to which such document relates; and set forth DOCS_DE: /001 2

15 Case BLS Doc Filed 03/12/13 Page 4 of 10 the circumstances under which the document was destroyed or discarded or as an explanation of why the document is not capable of being produced. This request shall be deemed continuing in character, so as to require further and supplemental production if additional documents are obtained or become accessible after the time of initial production. Unless otherwise noted below, the time period covered by this request is January through the present. DOCUMENT REQUESTS 1. The operating agreement and any other corporate governance documents of Lexington, including minute books and board presentations. 2. The current organizational structure for Lexington. 3. All documents relating to the monthly, quarterly, and annual financial performance of Lexington, including balance sheets, cash flow statements, income statements, bank statements, audit reports of Lexington and cash flow statements for months December 2012 to February 2013 that compare actual cash flow to projected cash flow (if available). 4. All documents relating to 2011 and 2012 actual sales by customer, product or margin. DOCS_DE: /001

16 Case BLS Doc Filed 03/12/13 Page 5 of 10 All documents related to Lexington s accounts payable at month end from September 2012 to February 2013, including a list of vendors that are current cash on delivery or cash in advance. 6. All documents related to Lexington s accounts receivable at month end from September 2012 to February All documents relating to the business plans, financial projections, and forward-looking materials for Lexington including the current 13-week cash flow report, the complete 2013 business plan for Lexington (by month, if available), the 2013 sales forecast (booked and potential) and the business plan for Lexington. 8. All documents related to booked and potential business for years 2013 through All documents related to the capital expenditure plan for years 2013 through All documents relating to any litigation claims that Lexington may have against third parties. 11. All documents relating to any valuation, appraisal, or analysis of Lexington s assets, including any litigation claims that Lexington may have against third parties. Debtor. 12. All documents received or prepared by BFG relating to Lexington or the DOCS_DE: /001 4

17 Case BLS Doc Filed 03/12/13 Page 6 of All documents relating to the claims of Fifth Third Bank, as Agent ("Fifth Third") against Lexington, including the Lexington Fifth Third Loan Agreement, as such term is defined in paragraph 21 of the Stay Relief Motion, and the previous three borrowing base reports with all attachments provided to Fifth Third by Lexington. 14. All documents relating to BFG s claims against the Debtor, including the Spara Loan, the Spara Promissory Note, the Revstone Guaranty, the Spara Pledge Agreement, the Warrant, and the Master Agreement, as such terms are defined in paragraphs 10 through 15 of the Stay Relief Motion, and any forbearance agreements related to the documents. 15. All documents relating to the statement in paragraph 2 of the Golden Declaration that "Lexington confronts significant liquidity issues almost daily that threaten its ability to operate long-term." 16. All documents relating to the statement in paragraph 3 of the Golden Declaration that "Although BFG has been successful in obtaining over $1 million in funding for Lexington from its own sources and from Fifth Third, it is clear that a significantly larger infusion of cash is necessary to fund ongoing operations." 17. All documents relating to the statement in paragraph 5 of the Golden Declaration that "the amount due to BFG from Spara is approximately $7 million." 18. All documents relating to the statement in paragraph 6 of the Golden Declaration that "BFG s good faith estimate of the fair market value of BFG s collateral is less DOCSDE: /001 5

18 Case BLS Doc Filed 03/12/13 Page 7 of 10 than $7 million. BFG bases its estimate on its perception of a market multiple of year to date EBITDA reflected in the Spara Report." 19. All documents relating to BFG s Complaint filed, and the Judgment obtained, in the Circuit Court for the County of Grand Traverse, Michigan against the Debtor and certain affiliates, as referenced in paragraph 16 of the Stay Relief Motion. 20. All documents relating to BFG s exercise of its rights and remedies against the Debtor or its affiliates, including exercising voting rights of the Debtor, installing BFG as manager of Lexington, appointing certain new officers of Lexington, and exercising BFG s option to purchase a ten percent (10%) interest in Lexington, as referenced in paragraphs 17 and 18 of the Stay Relief Motion. 21. All documents relating to BFG s belief stated in paragraph 23 of the Stay Relief Motion and paragraph 4 of the Golden Declaration that "Fifth Third asserts that Lexington is indebted to Fifth Third in an amount in excess of $24 million." 22. All documents relating to a potential bankruptcy proceeding, receivership, or assignment for the benefit of creditors involving Lexington. 23. All documents relating to BFG s assertion in paragraph 26 of the Stay Relief Motion that "BFG believes that Fifth Third and BFG are willing to restructure Lexington s obligations and otherwise work with Lexington to enhance its liquidity and provide DOCS_DE: /001 6

19 Case BLS Doc Filed 03/12/13 Page 8 of 10 access to capital, but both Fifth Third and BFG are unwilling to move forward at this time given the uncertainty of the impact of the Spara Chapter 11 Case on Lexington." 24. All documents relating to a sale of the Debtor s membership interest in Lexington or the Procedures, as such term is defined in paragraph 27 of the Stay Relief Motion. 25. All documents relating to BFG s belief stated at paragraph 41 of the Stay Relief Motion that Lexington s operating results and liquidity concerns "yields a value substantially less than Lexington s obligations to Fifth Third All documents relating to Lexington s tax attributes, including but not limited to net operating losses, tax credits, and built-in-losses, and their value. 27. All documents relating to the debt capacity of Lexington or the minimum level of cash needed for the operations of Lexington. 28. All documents relating to the existence or potential existence of any preor postpetition breaches under the Debtors or Lexington s loan documents. 29. All documents relating to reinstatement, restructuring, or refinancing of Lexington s debt obligations. 30. All documents relating to any offer or expression of interest by any party to acquire, merge, refinance or extend credit to Lexington or any other restructuring of Lexington. DOCS_DE: /001 7

20 Case BLS Doc Filed 03/12/13 Page 9 of All documents relating to any efforts to market or sell Lexington or any of its material assets, or to refinance the obligations of Lexington, or to extend credit to Lexington. 32. All documents prepared, relied upon or otherwise considered by BFG in preparing or analyzing the value of the Debtor or Lexington or any of their respective assets, including (i) the enterprise value of the Debtor or Lexington, (ii) any valuation analyses, appraisals, conclusions or reports, (iii) the list of companies used in any comparable companies analysis and the valuation multiples derived for each of the comparable companies; (iv) the list of transactions used in any precedent transactions analysis and the valuation multiples derived for each of the comparable transactions; (v) the range of terminal multiples used in any discounted cash flow analysis and the basis for the selection of such multiples; (vi) the key steps and assumptions in determining valuation, and (vii) the rationale for any valuation conclusion or estimate. 33. All documents relating to comparisons of actual performance of Lexington against budget for the previous two years and latest year-to-date period, including variances related to (i) volume, (ii) pricing, (iii) gross margin, and (iv) fixed costs. 34. All documents relating to capital expenditures by Lexington, including a breakdown of maintenance versus discretionary items. DOCS_DE: /001 8

21 Case BLS Doc Filed 03/12/13 Page 10 of All minute books (directors, members, managers and shareholders meetings) of BFG relating to the Debtor or Lexington, together with the minutes of executive and other committees and any board or committee presentations. 36. All monthly, quarterly, annual and interim reports to shareholders, members or affiliates of BFG relating to the Debtor or Lexington. 37. All communications relating to the documents requested in Requests 1 through 36 above. 38. All communications between BFG and Lexington. 39. All communications between BFG and the Debtor. 40. All communications between BFG and Fifth Third relating to the Debtor or Lexington. 41. All communications between BFG and any other parties or representatives, or internally within BFG, not otherwise addressed above relating to the Debtor or Lexington. DOCS_DE: /001 9

22 Case BLS Doc Filed 03/12/13 Page 1 of 3 EXHIBIT B Certification of Compliance with Local Rule DOCS_DE: /001

23 Case BLS Doc Filed 03/12/13 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 REVSTONE INDUSTRIES, LLC, et al., ) Case No (BLS) Debtors. ) ) (Jointly Administered) ) ) CERTIFICATION OF COMPLIANCE WITH LOCAL RULE IN CONNECTION WITH EXPEDITED MOTION OF DEBTOR SPARA, LLC FOR ENTRY OF ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004 I, Timothy P. Cairns, hereby certify as follows: 1. I submit this certification as counsel to Spara, LLC (the "Debtor") in accordance with Rule of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") in connection with the above-captioned motion (the "Motion") pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY D005_DE: /001

24 Case BLS Doc Filed 03/12/13 Page 3 of 3 2. Prior to the filing of the Motion, I conferred with Stuart Brown, counsel for BFG, as to whether BFG and/or the Lexington officers would agree to voluntarily produce documents consistent with the Motion. Mr. Brown advised that BFG would not provide the documents requested pursuant to an agreed order. Accordingly, the Debtor filed the Motion to obtain the requested materials on an expedited basis. Dated: March \%, 2013 r) By: ) J) Timothy P. aims D005_DE: /001 3

25 Case BLS Doc Filed 03/12/13 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 REVSTONE INDUSTRIES, LLC, et al, 1 ) Case No (BLS) Debtors. ) (Jointly Administered) ) ORDER DIRECTING THE EXAMINATION OF SANDEEP GUPTA, JOHN FERNANDO AND BOSTON FINANCE GROUP, LLC PURSUANT TO BANKRUPTCY RULE 2004 Upon consideration of the Expedited Motion of the Debtor Spara, LLCfor Entry of Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Motion )2 and any responses thereto; and after a hearing on the Motion; and upon the record thereof; and after due deliberation thereon; and good and sufficient cause existing therefor, it is hereby ORDERED that: 1. The Motion is granted. 2. Mr. Gupta, Mr. Fernando, and BFG are directed to produce certain documents to the Debtor relating to the topics set forth on the Document Requests attached to The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY Capitalized terms not defined herein shall have the meanings set forth in the Motion. DOCS_DE: /001

26 Case BLS Doc Filed 03/12/13 Page 2 of 3 this Motion and shall deliver such documents or other responses to the attention of Laura Davis Jones, at Pachulski Stan g Ziehi & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE (Courier ) within 10 days after entry of this order or at such other place and time as may be agreed upon by the parties. 3. Mr. Gupta and Mr. Fernando shall appear for oral examination regarding the Debtor, such examination to take place at the offices of Pachuiski Stang Ziehi & Jones LLP, 19 North Market St., 17th Floor, Wilmington, Delaware 19801, or other location on a date set by Debtor s counsel. 4. BFG shall designate a person pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure to appear for oral examination regarding the Debtor, such examination to take place at the offices of Pachulski Stang Ziehl & Jones LLP, 19 North Market St., 17 th Floor, Wilmington, Delaware 19801, or other location on a date set by Debtor s counsel. 5. The Debtor s rights are reserved to request additional discovery and/or examination in connection with this matter, including, without limitation, requests based on any information that may be revealed as a result of the examination authorized pursuant to this Order. D005_DE: /001 2

27 Case BLS Doc Filed 03/12/13 Page 3 of 3 6. This Court retains jurisdiction to resolve any disputes arising under or related to this Order, including any discovery disputes that may arise between or among the parties, and to interpret, implement and enforce the provisions of this Order. Dated: March, 2013 HONORABLE BRENDAN LINEHAN HANNON UNITED STATES BANKRUPTCY JUDGE DOCS_DE: /001 3

28 Case BLS Doc Filed 03/12/13 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT IiUt ftu1is4t.)ji IiiUl In re: ) Chapter 11 REVSTONE INDUSTRIES, LLC, et al., ) ) Case No (BLS) Debtors. ) (Jointly Administered) ) CERTIFICATE OF SERVICE I, Timothy P. Cairns, hereby certify that on the 12th day of March, 2013, I caused a copy of the following document(s) to be served on the individuals on the attached service list(s), in the manner indicated thereon: Expedited Motion of Debtor Spara, LLCfor Entry of Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 [including Exhibits A and B thereto]; and [Proposed] Order Directing the Examination of Sandeep Gupta, John Fernando and Boston Finance Group, LLC Pursuant to Bankruptcy Rule 2004 Timothy. Cairns (Bar No. 4228) The Debtors in these Chapter 11 Cases and the last four digits of each Debtors federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY DOCS_DE: /001

29 Case BLS Doc Filed 03/12/13 Page 2 of 6 Revstone (Spara) 2004 Service List Case No Document No Overnight Delivery Overnight Delivery John Fernando President Boston Finance Group, LLC 4912 Creekside Drive Clearwater, FL Overnight Delivery Sandeep Gupta Chief Restructuring Officer Lexington Logistics, LLC N7660 Industrial Road Portage, WI DOCS_DE: /001

30 Case BLS Doc Filed 03/12/13 Page 3 of 6 Revstone Consolidated 2002 Overnight Service List Lead Case No (BLS) Document No INTEROFFICE MAIL HAND DELIVERY 2 EXPRESS MAIL 23 Laura Davis Jones, Esquire David M. Bertenthal, Esquire Timothy P. Cairns, Esquire Pachuiski Stang Ziehi & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE INTEROFFICE MAIL David M. Bertenthal, Esquire Pachuiski Stang Ziehi & Jones, LLP 150 California Street, 15th Floor San Francisco, CA (Counsel to George S. Hofhieister) Sheldon S. Toll, Esquire Sheldon S. Toll PLLC 2000 Town Center, Suite 2100 Southfield, MI lawtoll@comcast.net HAND DELIVERY Jane Leamy, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE HAND DELIVERY (Counsel to Ford Motor Company) Karen C. Bifferato, Esquire Connolly Gailgaher LLP 1000 West Street, Suite 1400 Wilmington, DE HAND DELIVERY (Counsel to Airgas, Inc. and related Airgas entities) Kathleen M. Miller, Esquire Smith, Katzenstein & Jenkins LLP The Corporate Plaza 800 Delaware Avenue, Suite 1000 P. O. Box 4lO Wilmington, DE HAND DELIVERY (Counsel to Boston Financial Group) Stuart M. Brown, Esquire R. Craig Martin, Esquire Cynthia Moh, Esquire DLA Piper LLP (US) 919 N. Market Street, 15th Floor Wilmington, DE HAND DELIVERY (Counsel to Schoeller Arca Systems, Inc.) Carl N. Kunz, III, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 P. 0. Box 2306 Wilmington, DE HAND DELIVERY (Counsel to United Steelworkers) Susan E. Kaufman, Esquire Cooch and Taylor, P.A West Street, 10th Floor P. 0. Box 1680 Wilmington, DE HAND DELIVERY (Counsel to Official Committee of Unsecured Creditors) Matthew P. Ward, Esquire Steven K. Kortanek, Esquire Mark L. Degrosseilliers, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801

31 Case BLS Doc Filed 03/12/13 Page 4 of 6 HAND DELIVERY (Counsel to George S. Hoflneister) Evan 0. Williford, Esquire The Williford Firm LLC 901 N. Market Street, Suite 800 Wilmington, DE HAND DELIVERY (Counsel to Bridgeport Capital Funding LLC) Patrick J. Reilley Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE EXPRESS MAIL Secretary of State Division of Corporations - Franchise Tax P.O. Box 898 Dover, DE EXPRESS MAIL Neil Herskowkitz Riverside Claims P0 Box 626 Planetarium Station New York, NY Securities & Exchange Commission Secretary of the Treasury 100 F. Street, NE Washington, DC George S. Canellos, Esquire Securities & Exchange Commission, New York Regional Office 3 World Financial Center, Suite 400 New York, NY (Co-counsel to Debtor) Brian Trust, Esquire Howard S. Beltzer, Esquire Frederick D. Hyman, Esquire Mayer Brown LLP 1675 Broadway New York, NY (Counsel to General Motors LLC) Aaron M. Silver, Esquire Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue, Suite 2290 Detroit, MI (Counsel to Chrysler Group LLC) Sheryl L. Toby, Esquire Dykema Gossett PLLC Woodward Ave., Suite 300 Bloomfield Hills, MI (Counsel to JTEKT North America, Inc.) Michael E. Baum, Esquire Daniel J. Weiner, Esquire Jeffery J. Sattler, Esquire Schafer and Weiner, PLLC Woodward Ave., Ste. 100 Bloomfield Hills, MI (Counsel to Ford Motor Company) Stephen S. LaPlante, Esquire Jonathan S. Green, Esquire Miller Canfield 150 West Jefferson, Suite 2500 Detroit, MI Delaware State Treasury 820 Silver Lake Blvd., Suite 100 Dover, DE 19904

32 Case BLS Doc Filed 03/12/13 Page 5 of 6 David Boyle Airgas, Inc. 259 Radnor-Chester Road, Suite 100 P. 0. Box 6675 Radnor, PA Cassandra B. Caverly, Esquire Pension Benefit Guaranty Corp. Office of the Chief Counsel 1200 K Street, N.W. Washington, DC (Secretary of Labor, U.S. Department of Labor) RubenR. Chapa, Esquire Senior Trial Attorney, Office of the Solicitor U.S. Department of Labor 230 South Dearborn, Room 844 Chicago, IL (Secretary of Labor, U.S. Department of Labor) Matthew M. Scheff, Esquire Trial Attorney - U.S. Department of Labor Office of the Solicitor 1240 E. 9th Street, Room 881 Cleveland, OH (Counsel to Boston Financial Group) Gregg M. Galardi, Esquire Gabriella Zborovsky, Esquire DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY (Counsel to Nexteer Automotove Corporation) Thomas B. Radom, Esquire Butzel Long, a professional corporation Stoneridge West Woodward Avenue Bloomfield Hills, MI (Counsel to Gary Walter, Vigin Hoey and David Bagby) Don Darnell, Esquire Darnell Law Offices 7926 Ann Arbor Street Dexter, MI (Counsel to Native American Logistics Worldwide, LLC) Kevin N. Summers, Esquire Dean & Fulkerson, P.C. 801 W. Big Beaver Road, Suite 500 Troy, MI (Counsel to Multi-Precision Detail, Inc.) Steven A. Siman, Esquire Steven A. Siman, P.C W. Big Beaver, Suite 344 Troy, MI (Counsel to United Steelworkers) David R. Jury, Esquire Associate General Counsel United Steelworkers Five Gateway Center, Room 807 Pittsburgh, PA Donna Cutting GIL Inc. 419 E. 4th Street Royal Oak, MI 48067

33 Case BLS Doc Filed 03/12/13 Page 6 of 6 (Counsel to Bridgeport Capital Funding LLC) Barry P. Gruher, Esquire Genovese Joblove & Battista P.A. 200 E. Broward Blvd., Suite 1110 Ft. Lauderdale, FL (Counsel to PCG Acquisition Corporation) Aaron L. Hammer, Esquire Christopher J. Horvay, Esquire Suger Felsenthal Grais & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL (Counsel to Bry-Mac, Inc. d/b/a Dietech Tooling Solutions) Bradley J. Fisher Scholten Fant, P.C. 100 N. Third Street P0 Box 454 Grand Haven, MI (Counsel to Oakland County Treasurer) Richardo I. Kilpatrick, Esquire Kilpatrick & Associates, P.C. 903 North Opdyke Road, Suite C Auburn Hills, MI 48326