alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 1 of 6

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1 alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 1 of 6 Robert L. Geltzer 1556 Third Avenue, Suite 505 New York, New York (212) Law Offices of Robert L. Geltzer, Esq. Attorney far the Chapter 7 Trustee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In Re: Chapter 7 BUDGET TRAVEL, Case No. Case No. 15 (ALG) Debtor CHAPTER 7 TRUSTEE'S APPLICATION FOR AN ORDER AUTHORIZING RETENTION OF MYC & ASSOCIATES, INC. AS CUSTODIAN TO: THE HONORABLE ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE: Robert L. Geltzer (the "Trustee or the Applicant"), Chapter 7 Trustee of the Debtor Budget Travel (the "Debtor"), respectfully represents: RELIEF REQUESTED By this application (the "Application"), the Trustee seeks entry of an order, attached hereto as Exhibit A, pursuant to Section 327 of Title 11 of the United States Codes 11 U.S.C. 101 et seq., as amended (the "Bankruptcy Code). and Rule 2014 of the Federal Rules of Bankruptcy Procedure ("Bankruptcy Rules") authorizing the retention of MYC & Associates, Inc. ( MYC") as custodians, to render services in connection with the above-captioned Chapter 7 case as detailed below /

2 alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 2 of 6 JURISDICTION, VENUE AND STATUTORY PREDICATE FOR RELIEF 1. This Court has jurisdiction over this matter under 28 U.S.C. 157(a), (b)(1), and 1334(b), and the standing referral Order of the United States District Court for the Southern District of New York, dated July 10, 1984 (Ward, Acting C.J.). Consideration of this Application is a core proceeding under 28 U.S.C. 157(b)(2)(A). 2. Venue of this case and this Application in this district is proper under 28 U.S.C The statutory provisions governing the relief requested in this Application are section 327(a) of the Bankruptcy Code, Rule 2014 of the Bankruptcy Rules and Local Bankruptcy Rule See 11 U.S.C. 327(a); Fed. R. Bankr. P FACTUAL BACKGROUND 4. On December 5, 2012, an involuntary petition for relief under Chapter 7 of the Bankruptcy Code was filed against the Debtor by creditors Ryan Murphy, Stuart Wald and Amanda Marsalis. 5. On February 5, 2013, an Order for Relief respecting the Debtor was entered by this Court. 6. On or about February 11, 2013, Applicant was appointed as interim Trustee of the Debtor. 7. On March 11, 2013, a motion, seeking an order authorizing the Trustee, pursuant to Section 721 of the Bankruptcy Code, to operate the Debtor's travel business for a limited period of time pending a hoped for sale of the business and/or the interests of the Debtor's estate in the assets of that business in accordance with Section 363 of the Bankruptcy Code (the /

3 alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 3 of 6 -Section 721 Motion"), which was brought on by an Order to Show Cause of this Court, was signed by this Court. On March , the Debtor filed a motion seeking to convert its case from one under chapter 7 to one under chapter 11 of the Bankruptcy Code (the -Conversion Motion' 9, The Court entered an order on March 22, 2013 which: (a) granted the Trustee's Section 721 Motion C pro tune to February 11,2013 through March ; (b) granted the Debtor's Conversion Motion and deemed the case converted to one under Chapter 11 effective as of March ; and (c) authorized the Trustee to retain the sum of $75,000 as a Chapter 7 Reserve, to be held by the Trustee in a separate bonded account, and applied to allowed Chapter 7 administrative expenses, including, without limitation, commissions, fees and expenses of the Trustee and his professionals allowed by the Court upon proper application RELIEF SOUGHT 10. Applicant seeks entry of an order, substantially in the form of Exhibit A. authorizing the Trustee nunc pro tune to February 11,2013, to retain MYC as Custodian. 11. Section 327(a) of the Bankruptcy Code provides that a trustee may "employ one or more... professional persons, that do not hold or represent an interest adverse to the estate. and that are disinterested persons to represent or assist the trustee in carrying out the trustee's duties." 11 U.S.C. 327(a): see also 11 U.S.C. 328(a) (-The trustee... with the court's approval, may employ or authorize the employment of a professional person under section 327 of this title... on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, or on a contingent fee basis. -); Fed. R. Bankr. P ("An order approving the employment of attorneys, accountants, appraisers, auctioneers, agents or other professionals pursuant to of the Code shall be made... on application of the trustee...") /

4 alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 4 of The applicant must "state the specific facts showing the reasonableness of the terms and conditions of the employment, including the terms of any retainer, hourly fee or contingent fee arrangement. - See Local Bankruptcy Rule The retention is necessary to assist the Trustee in (a) inspecting and securing the Debtor's offices: (b) securing the Debtor's books and records; (c) transporting the Debtor's books and records; (d) inventorying and evaluating the Debtor's assets; (e) evaluating the Debtor's leasehold interests; and (f) storing the Debtors books and records. 14. Marc Yaverbaum a principal of MYC, will be the primarily responsible for this engagement. See Affidavit of Marc Yaverbaum sworn to on April (the "Yaverbaum Affidavit.'"), annexed hereto as Exhibit B. 15. Applicant is seeking to retain MYC because he has known and is familiar with MYC's services and believes MYC to be qualified in matters to which retention is sought herein. 16. Applicant seeks to retain MYC nunc pro tune to February 11,2013. as that was the first day that Applicant directed MYC to inspect the Debtor's offices. 17. To the best of Applicant's knowledge, MYC does not hold or represent any interest adverse to the Estate, and is a disinterested person - within the meaning of section 101(14) of the Bankruptcy Code as set forth in the Yaverbaum Affidavit. See 11 U.S.C. 101(14). MYC has no connections to the Debtor, the Debtor's creditors, any other party in interest, its respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee which would preclude MYC from acting in any matter upon which MYC is to be engaged. Accordingly, the Trustee submits that MYC's employment will be in the best interests of the Estate. 18. With respect to services rendered by MYC in its capacity as Custodian, MYC understands and agrees that MYC shall file an application for compensation and reimbursement /

5 alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 5 of 6 of expenses to this Court in accordance with the Bankruptcy Code, the Local Rules and the United States Trustee Guidelines. The Yaverbaum Affidavit reflects at paragraph 5 that the principals bill S per hour, senior associates bill at $ per hour, and associates bill at $75.00 per hour, provided, however, that MYC will bill travel time at half their hourly rates. 19. MYC will seek reimbursement of all reasonable and necessary expenses for custodial services performed for the Estate. 0. Applicant believes that MYC's retention is in the best interest of the Debtor's Estate. The Trustee submits that the retention sought herein, if approved, would enable the Debtor's estate to be administered in an expeditious and economical fashion, which will be in the best interests of the Debtor's estate, its creditors and other parties in interest /

6 alg Doc 51 Filed 04/09/13 Entered 04/09/13 11:39:08 Main Document Pg 6 of 6 WHEREFORE, Applicant respectfully prays for the entry of the proposed order anncxed iiereto as Exhibit A. retaining MYC as custodian to the Trustee nunc pro tune to February Dated: New York, New York April 8,2013 is/ Robert L. Geltzer ROBERT L. GELTZER RG 4656 Chapter 7 Trustee 1556 Third Avenue Nev York, New York (212) /

7 alg Doc 51-1 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - A - Proposed Order Pg 1 of 3 EXHIBIT A

8 alg Doc 51-1 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - A - Proposed Order Pg 2 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In Re: Chapter 7 BUDGET TRAVEL, Case No (ALG) Debtor ORDER AUTHORIZING RETENTION OF MYC & ASSOCIATES, INC.,AS CUSTODIAN UPON the Application, dated April 8,2013 (the "Application"), of Robert L. Geltzer, as the chapter 7 trustee (the -Trustee") of the estate (the "Estate") of Budget Travel (the - Debtor") for the entry of an order authorizing and empowering him to retain MYC & Associates, Inc. ("MYC") as custodian ("Custodian"), and the annexed Affidavit of Marc P. Yaverbaum, duly sworn to on April 4, 2013 (the "Yaverbaum Affidavit"); and this Court being satisfied that MYC does not hold or represent any interest adverse to the Estate and that MYC is a disinterested person as that term is defined under section 101(14) of the Bankruptcy Code, and sufficient cause appearing therefor and no adverse interest appearing or being represented, and due deliberations having been had thereon and no further notice of hereof being required, it is hereby. ORDERED, that pursuant to 11 U.S.C the Trustee is authorized to retainmyc as Custodian nunc pro tune to February 11,2013, to render custodial services to the Estate as more fully set out in the Application; and it is further /

9 alg Doc 51-1 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - A - Proposed Order Pg 3 of 3 ORDERED that MYC will be compensated for services it provides upon the filing of a proper application therefor to, and approval thereof by this Court pursuant to 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and any Local Bankruptcy Rules; Dated: New York, New York April,2013 THE HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE /

10 alg Doc 51-2 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - B - Affidavit in Support Pg 1 of 4 EXHIBIT B

11 alg Doc 51-2 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - B - Affidavit in Support Pg 2 of 4 MYC & A<C)CIATES, INC 1110 South Ave., Suite 61 Staten Island, NY Tel. (347) Website Victor M. Moneypenny Marc P. Yaverbaum John D. Cronin UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X In re: BUDGET TRAVEL, Debtor. Case No (ALG) Chapter 7 X AFFIDAVIT OF MARC P. YAVERBAUM IN SUPPORT OF THE RETENTION OF MYC & ASSOCIATES, INC. AS A CUSTODIAN TO ROBERT L. GELTZER, THE CHAPTER 7 TRUSTEE NUNC PRO TUNC TO FEBRUARY 11,2013 STATE OF NEW YORK ) ) ss.: COUNTY OF RICHMOND) MARC P. YAVERBAUM, being duly sworn, deposes and says: 1. I am a principal of the firm MYC & ASSOCIATES, INC. ("MYC"), maintaining its corporate office at 1110 South Avenue, Suite 61, Staten Island, New York

12 alg Doc 51-2 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - B - Affidavit in Support Pg 3 of 4 2. MYC is a full service asset management, custodial, consulting, marketing, auction, appraisal, liquidation, real estate brokerage and management firm whose principals have been engaged in this field and have dealt with the type of matter involved herein. 3. MYC is qualified to represent this estate as a custodian, having no interest adverse to the estate of the Debtors and has no connection with the Debtors, the Debtors' creditors, any party in interest or their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States trustee except that in the past, Robert L. Geltzer, the Chapter 7 trustee of the Debtors' estate (the "Trustee"), has retained the services of MYC in other bankruptcy cases. The undersigned is disinterested as that term is defined in Section 101 (14) and 327 (a) of the Bankruptcy Code. 4 The services MYC may need to provide to this estate include, but are not limited to, the following: a) inspecting and securing the Debtors' offices; b) securing the Debtors' books and records; c) transporting the Debtors' books and records; d) inventorying and evaluating the Debtors' assets; e) evaluating the Debtors' leasehold interests; and f) storing the Debtors' books and records.

13 alg Doc 51-2 Filed 04/09/13 Entered 04/09/13 11:39:08 Exhibit - B - Affidavit in Support Pg 4 of 4 5. MYC has and will render these custodial services on an hourly basis and will charge its hourly rates, subject to this Court's approval. The current hourly rates for the principals and employees who rendered and will render services in this matter are as follows: Principals Senior Associates Associates $ / hr. $ / hr. $75.00 / hr. 6. No agreement or understanding exists between MYC and any other person for a division of compensation to be received for services rendered in, or in connection with, this Chapter 7 case, nor shall MYC share or agree to share the compensation paid or allowed from the Debtors' estates for such services with any other person. No agreement or understanding prohibited by Section 155 of Title 18 of the United States Code, or Section 504 of Title 11 of the United States Code has been or will be made by MYC. 7. MYC desires to be retained nunc pro tunc to February 11, 2013 as this was the date MYC first inspected the debtors offices. 8. Thus, your deponent respectfully requests this Court grant an appropriate order of employment. Sworn to me before this 4th Day of April y/ pc,tra, a Lop- -z Patricia C. Lopez By: /s1 mcwc, P. Ya-verrb,a4A-vvt, Marc P. Yaverbaum NOTARY PUBLIC, State of New York No. 01L Qualified in Richmond County Commission Expires June 20, 2014