IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 In re EXIDE TECHNOLOGIES, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) Chapter 11 ) ) Case No (KJC) ) Reorganized Debtor. 1 ) Re: D.L No Y 3 5"'} ~~-~==~==~~) J PETER KRAVITZ, AS GUC TRUST TRUSTEE OF THE EXIDE CREDITORS' LIQUIDATING TRUST, Plaintiff, v. ) ) DEFENDANTS LISTED ON EXHIBIT A, ) EXHIBIT B OR EXHIBIT C ATTACHED ) HERETO ) ) ) ) ) ) Adv. Pro. Nos. [See Attached Exhibit A, Exhibit B and Exhibit C] ORDER ESTABLISIDNG STREAMLINED PROCEDURES GOVERNING ASSOCIATED ADVERSARY PROCEEDINGS BROUGHT PURSUANT TO 11 U.S.C. 547 AND 550 Upon the motion (the "Motion") 2 of Peter Kravitz of Province Inc., as GUC Trust Trustee ofthe Exide Creditors' Liquidating Trust ("Trustee"), pursuant to 105(a), 105(d), 502, 547 and 550 ofthe Bankruptcy Code, Rules 3003, 7004, 7012, 7016, 7026, 9006 and 9019 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules , , , , , , and ofthe Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware and the General Order regarding Procedures in Adversary Proceedings dated April 7, 2004 (revised July 14, 2004), as amended on April 11, 2005 (the "General Order"), establishing streamlined The last four digits of the Debtor's taxpayer identification number are The Debtor's corporate headquarters are located at Deerfield Parkway, Building 200, Milton, Georgia Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Motion.

2 procedures governing the Avoidance Actions; and this Court having jurisdiction to consider and determine the Motion under 28 U.S.C. 157 and 1334 and Article XIV of the Plan; and it appearing that consideration of the Motion is a core proceeding in accordance with 28 U.S.C. 157; and it further appearing that the relief requested by the Motion is reasonable, necessary and in the best interests of all the parties; and good and sufficient notice of the Motion having been given to all persons that are defendants in the Avoidance Actions as listed in Exhibit A through Exhibit C hereto (each, a "Defendant" and, collectively, the "Defendants"); and all other necessary parties having been provided good and sufficient notice of the Motion; and all objections to the Motion having been resolved, overruled or mooted by the provisions contained herein, including the objection of Interstate Batteries Recycling, LLC which has been resolved by agreement of the parties to be memorialized by stipulation; and no further or other notice of the Motion being required; and sufficient and unique cause appearing for the non-material deviations from the Local Rules and the General Order sought in the Motion, including, without limitation, the fact that the Trustee, in the exercise of his fiduciary duties and in accordance with the Plan and the Liquidating Trust Agreement, believes that he has, on behalf of the Trust and the Estate, a colorable basis to pursue what could be as many as several hundred Avoidance Actions; IT IS HEREBY ORDERED: 1. The Motion is hereby granted in all respects. 2. Motions generally affecting Defendants in all A voidance Actions may be filed in the main chapter 11 case, Case No (KJC), rather than on the docket of each individual adversary proceeding. 2

3 Avoidance Actions: 3. This Order and the following streamlined procedures shall apply to all A. Extensions to Answer or File Other Responsive Pleading to the Complaint. All Defendants' time to file an answer or other responsive pleading to a complaint filed in a Avoidance Action shall be extended by sixty (60) calendar days such that an answer or other responsive pleadings shall be due within a total of ninety (90) calendar days after the issuance of the summons. B. Waiver of Reauirement to Conduct Pretrial Conference. Federal Rule of Civil Procedure 16, made applicable herein pursuant to Bankruptcy Rule 7016 (i.e., pretrial conferences), is hereby waived and not applicable with respect to the A voidance Actions. Neither the Trustee nor any Defendant shall be required to appear at the initial pretrial conference. C. Waiver of Requirement to Conduct Scheduling Conference. Federal Rule of Civil Procedure 26(f), made applicable herein pursuant to Bankruptcy Rule 7026 (mandatory meeting before scheduling conference/discovery plan) is hereby waived and not applicable with respect to the Avoidance Actions except as otherwise set forth in Paragraph 3.D.i. or 3.D.ii.(4) of this Order. Accordingly, parties to the Avoidance Actions shall not be required to submit a written report under Federal Rule of Civil Procedure 26(f). D. Stay of Discoverr. The parties' obligation to conduct formal discovery in each Avoidance Action shall be, and hereby is, stayed until the Mediation Process is concluded, unless the parties settle the A voidance Action prior to or during mediation; provided that the stay of discovery shall in no way preclude, with respect to any Avoidance Action, the Trustee and the applicable Defendant from informally exchanging documents and information in an attempt to resolve such A voidance Action in advance of, or during, the Mediation Process; provided further, that the proposed stay also will not preclude either party from requesting pre-mediation formal discovery. If any party to an Avoidance Action requests pre-mediation formal discovery, then: i. Should the non-requesting party consent to pre-mediation formal discovery, the parties shall conduct a Rule 26(f) conference and submit a discovery scheduling order to the Court (each such order, a "Scheduling Order") that will provide for the completion of fact and expert discovery in advance ofmediation; and ii. If the non-requesting party does not consent to pre-mediation formal discovery: I. The requesting party may request relief from the stay of discovery by filing with the Court (with copy to chambers and to the other 3

4 party to the Avoidance Action) a letter, not to exceed two pages including exhibits, outlining the dispute; 2. Any reply to such letter (if any) must be filed with the Court (with copy to chambers and to the other party to the Avoidance Action) within two (2) business days after the filing of the letter set forth in Paragraph 3.D.ii.1. above and shall also be no longer than two pages, including exhibits; 3. The Court will inform the parties if it will require a conference call or formal motion to resolve the dispute; and 4. Upon resolution of the dispute, either by agreement of the parties or at the direction of the Court, the parties shall either (x) continue with informal discovery and the Mediation Process; or (y) conduct a Rule 26(t) conference and submit a Scheduling Order to the Court. E. Mediation. Any Avoidance Action that has not been settled or otherwise resolved on or prior to October 30, 2015 (except with respect to any Avoidance Action as to which a Scheduling Order has been entered as provided in Paragraph 3.D. of this Order or as otherwise agreed in writing by both the Trustee and the applicable Defendant), be subject to the following alternative dispute resolution procedures (the "Mediation Process"): i. The Avoidance Actions will be mediated in Wilmington, Delaware, unless otherwise mutually agreed by the parties. Local Rule and the General Order shall govern the mediations, except as otherwise set forth herein or as further ordered by the Court. n. Absent further order of this Court, the mediators shall be chosen from those listed in Schedule D annexed hereto (the "Mediators"), unless otherwise mutually agreed by the parties. m. For each Avoidance Action subject to the Mediation Process, between October 30, 2015 and November 13, 2015, the Defendant shall: (a) choose a Mediator from the list of Mediators; and (b) notify the Trustee of Defendant's choice of Mediator as follows: (x) as to Defendants listed on Exhibit A hereto, to Kelley Drye & Warren LLP, Attn: Dana P. Kane either by at dkane@kelleydrye.com or by letter at Kelley Drye & Warren LLP, 101 Park Avenue, New York, New York 10178, Attn: Dana P. Kane; (y) as to Defendants listed on Exhibit B hereto, to ASK LLP, Attn: Laurie N.P. Miskowiec either by at lmiskowiec@askllp.com or by letter to ASK LLP, 2600 Eagan Woods Drive, Suite 400, St. Paul, Minnesota 55121, Attn: Laurie N.P. Miskowiec; and (z) as to Defendants listed on Exhibit C hereto, to The Rosner Law Group LLC, Attn: Frederick B. Rosner, either by at rosner@teamrosner.com or by 4

5 letter to The Rosner Law Group, LLC, 824 N. Market Street, Suite 810, Wilmington, Delaware 19801, Attn: Frederick B. Rosner. IV. If any Defendant does not timely choose a Mediator, the Trustee shall assign a Mediator to the case. v. Beginning on November 16, 2015, the Trustee, working with the Mediators will commence scheduling the mediations. Each Mediator will provide to the Trustee the dates on which the Mediator is available for mediation and the parties shall cooperate with the Mediators and each other regarding the scheduling of mediations. The Trustee's counsel shall contact Defendant or Defendant's counsel with a list of proposed dates for mediation as provided by the mediator. Mediation will then be scheduled on a first-come, first-served basis. VI. With respect to each Avoidance Action subject to the Mediation Process (the following, collectively, the "Mediation Procedures"): 1. The Trustee will provide at least twenty-one (21) calendar days' written notice of the first date, time and place of each mediation (the "Mediation Notice"), which notice shall be served on the applicable Defendant. 2. The Trustee and the applicable Defendant shall exchange position statements and provide a copy of such position to the Mediator, which may not (unless agreed in writing by both parties and the Mediator) exceed ten (10) pages double-spaced (exclusive of exhibits and schedules), at seven (7) calendar days prior to the scheduled mediation. Position statements shall include a summary of the pre-mediation settlement offers, if any, made by each party. The Mediator, however, may require the parties to provide additional papers, exhibits and/or a settlement proposal. 3. The Mediator will preside over the mediation with full authority to determine the nature and order ofthe parties' presentations and the rules of evidence will not apply (other than Rule 408 ofthe Federal Rules of Evidence). The Mediator may implement additional procedures that are reasonable and practical under the circumstances. 4. The Trustee and the applicable Defendant will participate in the mediation, as scheduled and presided over by the Mediator, in good faith and with a view toward reaching a consensual resolution. At least one counsel for each party and a representative of each party having full settlement authority shall attend the mediation in person; provided that a Mediator, in his or her discretion, may allow a party representative to appear 5

6 telephonically; provided, further that should a dispute arise regarding a Mediator's decision on whether to allow a party representative to appear telephonically rather than in person, a party may apply to the Court in advance of the mediation, by sending a letter to chambers outlining the issues, and the Court may then schedule a conference call to address the issues. 5. In the Mediator's discretion, upon notice (which need not be filed), the Mediator may adjourn a mediation or move a mediation to a different location. 6. The Mediator may also adjourn a mediation that has been commenced if the Mediator determines that an adjournment is in the best interests of the parties. vii. viii. The Mediator shall file a certificate of completion (the "Mediator's Report") within fourteen (14) calendar days after the conclusion of mediation. The fees and costs of the Mediator (the "Mediation Fee") shall be paid by the Trustee on a fixed-fee schedule as set forth below. The Trustee shall pay one-fourth of the Mediator's fee at least seven (7) calendar days prior to the commencement of mediation (the "Initial Mediation Fee"). The balance of the Mediator's fee shall be paid by the Trustee following conclusion of the mediation pursuant to the terms of an invoice supplied by the Mediator (the "Mediation Fee Balance"); provided, however, that if the parties settle prior to the mediation, (x) the Initial Mediation Fee shall be non-refundable unless the Mediator is informed of the settlement within seven (7) calendar days prior to the scheduled mediation; and the Mediation Fee Balance shall be deemed incurred and non-refundable unless the Mediator is informed of the settlement within one ( 1) business day prior to the scheduled mediation. The total fees and costs of mediation shall be fixed as follows: Cases with a claim amount (as reflected in the complaint) of $100,000 or less: $3,000 per case; Cases with a claim amount (as reflected in the complaint) greater than $100,000 up to and including $250,000: $4,000 per case; Cases with a claim amount (as reflected in the complaint) greater than $250,000 up to and including $1,000,000: $5,000 per case; Cases with a claim amount (as reflected in the complaint) greater than $1,000,000: $6,000 per case; 6

7 Defendants that have multiple Avoidance Actions (if any) in the underlying bankruptcy case pending against them may mediate all related Avoidance Actions at one time and, in such event, the Mediation Fee shall be based upon the combined total claim amount for all related Avoidance Actions. If the parties mutually request that a Mediator travel to a location other than Wilmington, Delaware, and the Mediator agrees to the location, the Mediator's fee shall increase by $1,000; Mediation that is continued for more than one calendar day will be continued on a fixed-fee basis at the rates set forth above. ix. If a party (a) fails to submit the required submissions as provided in the Mediation Procedures or as may be agreed to by the Mediator or ordered by the Court or (b) fails to attend such mediation as required, in addition to the remedies available to the Mediator pursuant to Local Rule , the non-defaulting party may file a motion for default or a motion to dismiss the Avoidance Action. The Mediator shall promptly file with the Court a notice when any party fails to comply with the mediation provisions set forth in this Order. x. Mediators shall be required to file disclosures prior to the scheduling of mediation. No Mediator shall mediate an Avoidance Action in which he/she or his/her law frrm represents a party. If a Mediator's law frrm represents a Defendant in any other A voidance Action, such Mediator shall take all steps necessary to establish an ethical wall as required by the Delaware Lawyers Rules of Professional Conduct, including, but not limited to, the following: (a) the Mediator shall not personally participate in the representation of that Defendant; (b) the law firm shall notate the file to indicate that the Mediator shall have no access to it; and (c) any discussions concerning that adversary proceeding by employees of the law frrm shall exclude the Mediator. So long as the ethical wall is effectively established and maintained, the Mediator's participation in Mediation Process shall not create a conflict of interest with respect to the representation of any such Defendants by the Mediator's law frrm. xi. The Mediator shall not be called as a witness by any party except as set forth in this paragraph. No party shall attempt to compel the testimony of, or compel the production of documents from, the Mediator or the agents, partners or employees of the Mediators' respective law frrms. Neither the Mediators nor their respective agents, partners, law firms or employees (a) are necessary parties in any proceeding related to the mediation or the subject matter of the mediation, nor (b) shall be liable to nay party for any act or omission in connection with any mediation conducted pursuant to this Order. Any documents provided to the Mediator by the parties shall 7

8 be destroyed thirty (30) calendar days after the filing of the Mediator's Report, unless otherwise ordered by the Court. However, a Mediator may be called as a witness by any party and may be compelled to testify and/or answer discovery on a limited basis in proceedings where it is alleged that a party failed to comply with mediation as required in this Order. xii. All proceedings and writings incident to the mediation shall be privileged and confidential, and shall not be reported or admitted in evidence for any reason whatsoever. F. Discovery Schedule. Except as provided in a Scheduling Order entered into pursuant to Paragraph 3.D.i. or Paragraph 3.D.ii.4. above, all mediations of Avoidance Actions must be concluded prior to June 30, 2016 (the "Mediation Deadline"), unless the parties settle the Avoidance Action prior to such date. The following provisions and deadlines shall apply to any Avoidance Action not settled prior to the Mediation Deadline: i. The parties to Avoidance Actions shall provide the disclosures required under Bankruptcy Rule 7026(a)(1) ("Initial Disclosures") on or prior to July 15, 2016; 11. The parties shall have through and including October 31, 2016 to complete non-expert fact discovery, including depositions of fact witnesses; iii. iv. All written interrogatories, document requests and requests for admission, if any, may be served upon the adverse party any time after or concurrently with the deadline for providing Initial Disclosures through September 15, The standard provisions of Federal Rule of Civil Procedure 33, made applicable herein pursuant to Bankruptcy Rule 7033, shall apply to the Avoidance Actions. v. The standard provisions of Federal Rule of Civil Procedure 34, made applicable herein pursuant to Bankruptcy Rule 7034, including Rule 34(b)(2)(E) regarding the production of electronically stored information and Local Rule , shall apply to the Avoidance Actions. VI. vii. The standard provisions of Federal Rule of Civil Procedure 36, made applicable herein pursuant to Bankruptcy Rule 7036, shall apply to the Avoidance Actions. Should a discovery dispute arise, the complainant shall file with the Court a letter outlining the issues, with a copy to chambers and to the other party to the Avoidance Action. Respondent must reply within two (2) business days. Neither letter, excluding exhibits, may be longer than two (2) pages. The Court shall then inform the parties if it will require a conference call or formal motion. 8

9 viii. ix. Disclosure and reports of the parties' case-in-chief experts (if any), required under Federal Rule of Civil Procedure 26(a)(2), made applicable herein pursuant to Bankruptcy Rule 7026, shall be made to the adverse party on or before December 15, Disclosure and reports of the parties' rebuttal experts (if any), required under Federal Rule of Civil Procedure 26(a)(2), shall be made to the adverse party on or before January 31, x. All expert discovery, including expert witness depositions, shall be concluded on or before March 15, xi. The standard provisions of Federal Rule of Civil Procedure 26(e), made applicable herein pursuant to Bankruptcy Rule 7026, shall apply to the A voidance Actions with respect to supplementation of discovery responses. G. Permission to File Motions. No motions may be filed in any ofthe Avoidance Actions without a prior informal pre-motion conference with the Court, which may be held via telephone conference; provided that this Paragraph 3.G shall not apply with respect to (i) any motions under Federal Rule of Civil Procedure 12(b), made applicable herein pursuant to Bankruptcy Rule 7012, filed by the applicable Defendant in any of the Avoidance Actions, provided further that any Defendant that files a motion to dismiss based upon the alleged technical insufficiency ofthe complaint in an A voidance Action shall be deemed to automatically consent to allowing the Trustee to amend the complaint without prejudice to said Defendant's later assertion of any defenses to the amended complaint; (ii) any motions under Federal Rule of Civil Procedure 56, made applicable herein pursuant to Bankruptcy Rule 7056, filed by any party to an Avoidance Action; and (iii) motions pursuant to Federal Rule of Civil Procedure 55, made applicable herein pursuant to Bankruptcy Rule 7055, for a default judgment. H. Omnibus Hearings. 1. Except as otherwise ordered by the Court, all matters concerning any A voidance Action shall only be heard at an omnibus hearing before the Honorable Kevin J. Carey (collectively, the "Avoidance Actions Omnibus Hearings"), at which there may be status conferences, final pre-trial conferences and hearings on motions, if any. The first Avoidance Actions Omnibus Hearing shall be held on September 17, 2015 at 11:00 a.m. Thereafter, Avoidance Actions Omnibus Hearings shall be scheduled at the convenience of the Court, but no more frequently than every sixty (60) calendar days. ii. The Trustee shall file a report one week prior to each Avoidance Action Omnibus Hearing setting forth the status of each ofthe Avoidance Actions 9

10 and contemporaneously shall deliver a copy of the report to the Court's chambers. iii. tv. No Defendant is required to appear at any A voidance Actions Omnibus Hearing unless: (a) a contested motion pertaining to such Defendant's Avoidance Action is calendared to be considered at the Avoidance Actions Omnibus Hearing; (b) the Court has directed such Defendant to appear; or (c) the Trustee has provided ten (10) calendar days' prior written notice by , facsimile transmission or overnight courier to such Defendant or its counsel of its need to appear at a Avoidance Actions Omnibus Hearing. To the extent a Defendant in any Avoidance Action wishes to appear at an Avoidance Action Omnibus Hearing, the Defendant or its counsel must notify the Trustee's counsel of same, in writing, ten (10) calendar days prior to said hearing so that the Trustee may properly prepare to address any issues or concerns at the Avoidance Action Omnibus Hearing or in advance thereo Subject to Paragraphs 3.H.ii.(a) through 3.H.ii.(c) above, any party wishing to participate at an A voidance Action Omnibus Hearing may do so by telephone. All motions, pleadings, requests for relief or other materials that purport to set a hearing on a date or time other than an Avoidance Actions Omnibus Hearing shall automatically, and without Court order, be scheduled to be heard at an Avoidance Actions Omnibus Hearing that is at least thirty (30) calendar days after such motion, pleading, request for relief or other materials are filed and served. This does not limit a party's right to seek expedited consideration of a motion or other request for relief pursuant to Local Rule (e). v. With respect to each Avoidance Action that is not resolved through the Mediation Process or otherwise settled by the Trustee and the applicable Defendant, after all discovery has been the Trustee in accordance with the Scheduling Order, the parties to the applicable A voidance Action shall so inform the Court at the next scheduled A voidance Actions Omnibus Hearing. At such time, the Court may address additional issues arising subsequent to this Order, set additional deadlines as necessary, establish a due date by which the parties must file dispositive motions (if any) and a joint pretrial order, schedule a trial on the Avoidance Action that is convenient to the Court's calendar, and otherwise address any matter appropriate under Rules 16 or 26 ofthe Federal Rules of Civil Procedure. I. Electronic Service. i. Notices of Avoidance Actions Omnibus Hearings, and any motions or other pleadings filed by the Trustee in or related to the A voidance Actions 10

11 may be served by e-mai1; 3 provided that with respect to each A voidance Action, a printed copy of the summons and complaint, and this Order, shall be served by U.S. Mail, postage prepaid, upon all parties entitled to notice thereof. n. The Trustee shall send to each Defendant, together with this Order, a notice and information form, a copy of which is attached to the Motion as Exhibit E-1 for Defendants listed on Exhibit A hereto, Exhibit E-2 for Defendants listed on Exhibit B hereto and Exhibit E-3 for Defendants listed on Exhibit C hereto (in each case, the "Information Form"), and a pre-addressed, postage prepaid envelope. The Information Form must be completed by or on behalf of each Defendant and returned to applicable counsel to the Trustee on or prior to the date on which an answer or other responsive pleading to a complaint is due in accordance with this Order. The Information Form must be completed and returned to the Trustee with valid contact information, including a name, address, phone number, facsimile number (if available), and an address for the Defendant or the parties designated by the Defendant to be contacted in connection with the Avoidance Actions (each, a "Designated Notice Party"). Only the Designated Notice Parties listed on the Information Form will receive notice of pleadings, conferences, and other information in connection with the Avoidance Actions. All such documents are subject to service by e-mai1. 4 iii. iv. Service by shall be effective as ofthe date such is sent to the address provided by a Defendant in the Information Form. Parties may serve notices, motions or pleadings in the Avoidance Actions by electronic means, including and/or through the Electronic Case Filing System ("ECF"), consistent with Federal Rule of Civil Procedure 5(b)(2)(f), made applicable to the Avoidance Actions by Federal Rule of Bankruptcy Procedure 7005, and Local Rule J. Section 502(h) Claims. A claim of any Defendant arising under section 502(h) of the Bankruptcy Code (a "502(h) Claim"), to the extent not waived in connection with the settlement of an A voidance Action, shall be filed within thirty (30) calendar days of: (i) with respect to any Avoidance Action settled outside of the Mediation Process, the date of written notice from the Trustee to such 4 Any Defendant that is an individual and is not represented by counsel shall not be subject to the provisions of Paragraph I of this Order regarding service by , except if such Defendant provides the applicable Designated Notice Party's (as defined below) address to the Trustee on an Information Form (as defined below). If a Designated Party does not have an address, this fact must be clearly indicated by checking the appropriate box on the Information Form. In such case, the Designated Party shall be served by U.S. mail, overnight mail, facsimile, or hand-delivery to the address on the Information Form (the choice of the foregoing being in the sole discretion of the Trustee). 11

12 Defendant confirming such settlement; (ii) with respect to any Avoidance Action settled pursuant to the Mediation Process, the date ofthe filing ofthe Mediator's Report; or (iii) with respect to any Avoidance Action determined by an order of the Court, the date of entry of such order (as applicable, the "502Ch) Bar Date"). Any Defendant seeking to assert a 502(h) Claim that fails to file such a claim with the Court on or before the applicable 502(h) Bar Date shall be forever barred, estopped, and enjoined from asserting such claim against the Reorganized Debtor or thereafter filing a proof of claim with respect thereto, and shall not, with respect to such claim, be treated as a creditor of the Reorganized Debtor and shall not receive or be entitled to receive any payment or distribution of property from the Reorganized Debtor or the Trust, as applicable, or either of their successors or assigns, with respect to such 502(h) Claim. K. Miscellaneous. 1. The Local Rules shall apply to all Avoidance Action, except that this Order shall control with respect to the Avoidance Actions to the extent of any conflict with the Local Rules or any other applicable rules and orders. ii. The deadlines contained in this Order nay be extended by the Court upon written motion and for good cause shown or by consent of the parties pursuant to a stipulation, which stipulation shall be filed with the Court. implementation ofthis Order. Dated:~ This Court retains jurisdiction for all matters arising from or related to the 12

13 EXHIBIT A TO ORDER Avoidance Action Defendants- Handled by Kelley Drye & Warren LLP Defendant Name Adversarv Proceedine: No. Adecco USA, Inc. fi'dlb/a ASI Staffing, Inc. flk/a Adecco KJC Employment Services, Inc. Alco Iron & Metal Co KJC Brandenburg Industrial Service Company KJC C&S Wholesale Grocers, Inc KJC C.H. Robinson International, Inc KJC Commercial Metals Company KJC David Smith d/b/a Southern Metals KJC Global Personnel Services, Inc KJC Interstate Batteries Recycling, LLC flk/a Interstate Batteries KJC Recycling, Inc. ITG,LLC KJC JK Metalglo, Inc KJC M3 Resources USA, LLC KJC Maysteel, LLC and Maysteel Industries, LLC KJC McCormick-Busse, Inc KJC Morrill Motors LLC flk/a Morrill Motors Inc KJC Newalta Corporation and Newalta Industrial Services, Inc KJC Northwest Fire Protection, Inc KJC P. Kay Metal, Inc. and P. Kay Metal Supply Inc KJC Page Transportation, Inc KJC Piedmont National Corporation KJC Quinn Company KJC Robert W. Baird & Co. Inco_rporated KJC Securitas Security Services USA, Inc KJC Swift Transportation Company KJC TBM Consulting Group, Inc KJC The Battery Recycling Company KJC Trafigura Trading LLC KJC TTS Worldwide, LLC KJC Vision Bancorp Metals, LLC KJC

14 EXHIBIT B TO ORDER Avoidance Action Defendants- Handled by ASK LLP Defendant Name w Adversarv Proceedin2 No Amnicola Highway Holdings, LLC; and Commercial KJC Advisors Asset Services, LLC A & H Forklift, Inc KJC A & R Telecom, Inc KJC A2CL Services, LLC dba ACL Laboratories aka ACL Inc KJC ABK Constructors, Inc KJC Access TCA, Inc KJC Accuma S.p.A KJC Advanced Battery Systems, Inc KJC Advanced Industrial Resources, LLC KJC Aerc.com, Inc. dba AERC Recycling Solutions KJC Aero Communications, Inc. dba Aero Holdings, Inc KJC Air Products and Chemicals, Inc KJC Airgas USA, LLC KJC AI Star Recycling, L.L.C KJC All4 Inc KJC Allegheny Towing & Salvage Company KJC Allegheny Trucking, Inc KJC Alpha Packaging, Inc KJC American Battery Corporation KJC American Electric Power Service Corporation KJC American Steel Processing & Systems Co., Inc KJC America's Best Battery Inc. dba Steve Biro Salvage KJC Americold Logistics, LLC KJC Ameriquest Material Handling Services, Inc KJC Anderson Machine & Supply, Inc KJC Ansell Healthcare LLC dba Ansell Healthcare Products LLC KJC dba Pacific Chloride Inc. Antikainen, Inc. dba Industrial Battery Service, Inc KJC Appliance Network of America LLC dba Golden Recycling KJC Arbill Industries, Inc KJC ARE/BPD Muhlenberg Partners KJC Arizona Battery Products, Inc KJC The Rosner Law Group LLC is serving as Delaware conflicts counsel to the Trustee with respect to A voidance Actions marked with an asterisk.

15 Defendant Name* Adversarv Proceedine: No. Arnold Family Corona, LLC KJC Asset Health, Inc KJC Association of Battery Recyclers KJC Atlanta Junior Golf Association, Inc KJC Aul Pipe & Tubing, Inc KJC B & B Auto Supply Company KJC B DC, Inc. dba Burner Design and Control KJC B. C. MacDonald & Company KJC Baoding Fengfan Rising Battery Separator Co., Ltd KJC Batteries Inc KJC Battery Empire II, LLC KJC Battery Leader Systems, Inc KJC Battery Outfitters, Inc KJC Battery Recyclers of America, LLC KJC Battery Tree, Inc KJC Battery USA, Inc KJC Bell Processing Incorporated KJC Benning Power Electronics, Inc KJC Benson Road Properties KJC Bernville Quality Fuels LLC KJC Bonelli Erede Pappalardo KJC Brehob Corporation KJC Brenner Recycling KJC Brown Engineering Co KJC Brown Industries, Inc KJC BTO, Incorporated dba AXMEN KJC C & M Recycling, Inc KJC California Newspaper Service Bureau, Inc KJC Callabresi Heating & Cooling, Inc KJC Cal-West Express Co., Ltd KJC Canman Recycling, Inc KJC Capital Scrap Metal, LLC KJC Capp, Inc KJC Car Parts Distributing, Inc. dba Clark's Tool KJC Carmeuse Lime & Stone, Inc KJC Cascades Inc. dba Cascades Enviropac KJC Cashbook Limited KJC Cell Group IB, Inc KJC Cemtek Environmental Inc KJC 2

16 Defendant Name Central Illinois Trucks, Inc. dba CIT Group, Inc. Central Power Systems & Services, Inc. Central Transportation Systems, Inc. Chern-Lab, Inc. Cimco Resources, Inc. CK-Klein-MacFarlane Limited Partnership dba CK-Klein- MacFarlane, Ltd. Cleveland Corp. Club Car, LLC CMB Network LLC CMI International, Inc. Colliers International USA, LLC dba Colliers Arnold Commercial Real Estate Columbian Chemicals Company Complete Packaging Systems, Inc. Complete Power System, Inc. Conley Equipment Company, LLC Consolidated Container Company, LLC Conway Beam Leasing Inc. Craig Welding Supply Co. Crown Credit Company Crown Equipment Corporation dba Crown Lift Trucks Cullum & Brown of Wichita, Inc. Dakota Distributing, L.P. Darr Equipment LP Data Systems International, Inc. Defense Logistics Agency Disposition Services dba DLA Disposition Services; and American Express Company Dell Inc. dba Dell Computer Inc. Deloitte Financial Advisory Services LLP Dimitrios Aletras dba A. Max Welding & Iron Works Inc. DMI Distribution, LLC dba DMI Realty ofmuncie, LLC Don & Walt, L.L.C. Don Miller & Associates, Inc. dba Miller/Bevco Dunlap Group DuPage Lighting Service & Repair, Inc. E.N. Range, Inc. EastGroup Properties, L.P. Ecology Tech, Inc. dba S & S Metal Recyclers II Edgewater Consulting Inc. Adversarv Proceedin2 No KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC 3

17 Defendant Name Adversarv Proceedin~ No. Edgewood Oil, Inc KJC Edwards Chemicals, Inc KJC Element Fleet Management dba Was Trans Lease KJC Elgin Recycling, Inc KJC Ellis Battery Specialists, L.L.C KJC EMES, LLC dba Environmental Management and Engineering KJC Solutions Englewood Plaza South Limited Partnership; and Harsax KJC Management Co. Limited Partnership Eric Couture dba Battery Power KJC Etak Systems, LLC fdba Etak Systems, Inc KJC Express Recycling Solutions, Inc KJC Express Services, Inc KJC Faley Enterprises, Inc. dba I.W.I. Motor Parts KJC Fast Undercar, Inc KJC FCS Construction, L.L.C. fdba Frisco Construction Services, KJC L.L.C. Federated Cold Train, LLC fdba Rail Logistics/Cold Train KJC Ferrellgas Partners, L.P KJC Fidencio M. Leal KJC Fitzgerald & Company dba Weber Shandwick Atlanta KJC Foss Recycling, Inc KJC FPT Canton L.L.C KJC Frank Sahd Salvage Center, Inc KJC Frederick Swanston, Inc KJC Free Flow--Rockford, L.L.C KJC Fresno 41 Venture, LLC KJC Frisco Medical Surgical Clinic Limited Liability Company KJC Fromm Electric Supply Corporation KJC G & E Scrap Processing Company, LLC dba Maine Scrap KJC Metal, LLC G. H. Smart & Company, Inc KJC Gabriel Corona dba The Exhaust Centers KJC Garratt-Callahan Company KJC GE Power Electronics, Inc. dba GE Energy KJC General Electric International, Inc KJC General Metals, LLC KJC Geotechnology, Inc KJC GFY Holdings, Inc. dba Constant Power Technologies KJC Goad Enterprises, Inc KJC 4

18 Defendant Name w Goal Success, Inc. Goff Industrial Electrical, Inc. Gold Metal Recyclers, Ltd. Goodhart Sons, Inc. Gorrissen Federspiel dba Gorrissen Federspiel Kierk GWP Holdings, LLC dba Western Peterbilt Harris Machine & Tool, Inc. Harris Metals, LLC Haylex Manufacturing LLC Henry Roy Horton aka Henry R. Horton High-Temp Industries, LLC Higman Equipment Company, Inc. dba Siggins Co. Hill Management Services, Inc. Hobby Lobby Stores, Inc. Hoff's Machine and Welding Corporation, Inc. IBT, Inc. Independent Charger Services Indiana Oxygen Company Inc. Industrial Metal Enterprise, Incorporated Infor (US), Inc. Inland All Battery Sales & Service Insource Software Solutions, Inc. Intercon Solutions, Inc. International Lead Association International Metals Ekco, Ltd. dba Ekco Metals International Recycling Center International Sulphur, Inc. Iron Mountain Recycling, L.L.C. lsi Installation, Maintenance & Construction, Ltd. James Eagen Sons Co. James H. Shane dba Mayfair Realty Trust JAS Forwarding (USA), Inc. Jeff Harris dba Precision Machine & Welding Jerry Wayne Walker Jessie M. Arguijo JMC Services, Inc. John's Auto Parts of Bunnell, Inc. Kane 3PL, LLC Kelley Services, Inc. Adversarv Proceedin2_No KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC 5

19 Defendant Name w Adversarv Proceedine: No. Kelly Scott and Madison, Inc KJC Kirk Nationalease Co KJC Koch-Glitsch, LP* KJC Kormet Metals, LLC KJC KrofT Chemical Company, Inc KJC L & L Scrap Metals Recycling, Inc KJC Labor Ready Mid-Atlantic, Inc KJC Lander Lakepo inte, LLC KJC Landis Mechanical Group, Inc KJC Langley Recycling, Inc KJC Laredo Gonzalez Auto Parts, Ltd. dba Gonzalez Auto KJC Lesher Leasing, Inc KJC Liberty Scrap Metal, Inc KJC Lindsay Machine Works, Inc KJC Liquitech, Inc KJC LKQ Atlanta, L.P KJC LKQ Corporation KJC LKQ Crystal River, Inc KJC LKQ Route 16 Used Auto Parts, Inc KJC LKQ Southwick LLC KJC LKQ Triplett ASAP, Inc KJC Lofton Security Service, Inc KJC Lone Star Industries, Inc. dba Buzzi Unicem USA KJC Long Island Industrial Management LLC KJC Longland Corp KJC Lorett Oil Company, L.L.C KJC L VP Industriplex LLC KJC M. C. Dean, Inc. dba TIMA Power Systems KJC M. J. Reider Associates, Inc KJC Mack Employment Services, Inc KJC Madland Toyota-Lift, Inc KJC Maetec Power, Inc KJC Mallin Companies, Inc. fdba Mallin Bros. Company, Inc KJC Management Recruiters of Rogers, Inc KJC Management Recruiters of Sarasota, Inc. dba The Beneva KJC Group Manulife Financial KJC Marathon Petroleum Corporation dba Marathon Petroleum KJC Company LLC; and American Express Company* Marriott International, Inc.* KJC 6

20 Defendant Namew Matrix Cable Solution's, Inc. dba MCS, Inc. Maurice Morse dba M & M Battery Sales Mazza Group, LLC Mcinnes Cooper Mcintire Enterprises, Inc. dba Mcintire Building Center McLane Company, Inc. dba McLane/Northeast-Concord McMaster-Carr Supply Company MCS Personnel, Inc. Merchant & Gould P.C. Metro Metals Corporation Meyer Laboratory, Inc. MFA Oil Company dba MFA Oil & Propane Mid-Kansas Cooperative Association dba MKC Midway Warehouse Investors, Inc. Midwest Automation, Inc. Minnesota Industrial Battery, Inc. MK Technologies Inc. dba Omega Controls Mobile Dredging & Pumping Co. Morgan Wood Products, Inc. Motor Technology, Inc. National Executive Resources, Inc. National Utility Service, Inc. dba NUS Consulting Group fdba Viking Energy Nationwide Plastics, Inc. NCB Commodities, Inc. Neopost USA Inc. dba CMRS-TMS Newstrom Battery Company, LLC Norfolk Southern Corporation Northeast Battery & Alternator, Inc. Northside Salvage Yard, Inc. Okabe Co., Inc.; and Mizuho Corporate Bank, Ltd. Olson Packaging Services, Inc. On-Point Associates Group, Inc. Opportunity Enterprises, Inc. dba Flex Execs Management Solutions OpturnHealth Care Solutions, Inc. Ortec International USA, Inc. Oxidor Corporation Inc. P L P, Inc. dba PLP Battery Supply, Inc. P&A Law Offices Adversarv Proceedin2 No KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC 7

21 Defendant Name Adversarv Proceedin2 No. Packaging Control Corporation KJC PalletOne ofnorth Carolina, Inc KJC Parrish Electrical Services, Inc KJC Perrin Industries LLC KJC Peter Allen Palmer aka Peter Palmer KJC Phoenix Recycling, Inc KJC PPM Consultants, Inc KJC Precision Service & Parts, Inc KJC Private Eyes, Inc KJC Pro Battery, Inc KJC Proheat, Inc KJC Prologika, LLC KJC PTC Inc. fka Parametric Technology Corporation KJC Pulsetech Products Corporation KJC Pumping Systems, Inc KJC Pure Marketing Group Corporation KJC Pureworks, Inc KJC Quality Power Solutions LLC KJC Quest Diagnostics Incorporated KJC Quest Environmental & Safety Products, Inc KJC R. H. Brown Co KJC R.A. Malouff, LLC dba Malouff Salvage KJC R.I.C.H. Inc KJC Ramcar Batteries, Inc KJC Ramona Cudnohoski dba Mister Battery KJC Randal Fraters dba Battery Specialist KJC Randy Wayne Halstead dba Randy's KJC Recycling Solutions Holdings, LLC KJC Redline Metals, Inc KJC Regional Materials Recovery, Inc. dba RMR KJC Reintjes & Hiter Co., Inc KJC Re-Man Shack, Inc. IV dba Advantage Power Battery of KJC Oklahoma Rexel Holdings USA Corp. dba Rexel Wholesale KJC Richard Greene Company KJC Rig Masters, Inc KJC Robert Huish dba CBH Trucking & Salvage aka CBH Trucking KJC Inc. Rolta International, Inc KJC Rotek Services, Inc. fka Electric Motor Specialists, Inc KJC 8

22 Defendant Name Rpmatec C2C, Inc. RSJ Consulting LLC S & L Mechanical, Inc. S & S Pallets Sage Environmental Consulting, Inc. Salina Iron & Metal Company Sanders Mechanical Services, Inc. Saylor Mine Battery, Inc. SBMC Atlanta, L.L.C. Schwartz Electric, Inc. SDA Technologies Inc.; and S.A.V.V. Inc. Security Guards, Inc. Sellers Equipment, Inc. Sequoia Consulting Group, Inc. Shaw Environmental & Infrastructure International, LLC Sims Recycling Solutions, Inc. dba E-Structors, Inc. aka E- Structures, Inc. Solid Waste Services, Inc. fka J.P. Mascaro and Sons, Inc. dba Pioneer Crossing Landfill Southeastern Equipment Co., Inc. Southern Automotive Dist., Inc. Southern Counties Oil Co. Sparks Commercial Tires, Inc. SpecialT Metals Limited Liability Company Spell It With Color, Inc. dba Allegra Printing and Imaging Standard Iron & Metals Co. Staples, Inc. dba Staples Print Solutions* State Safety & Compliance, L.L.C. Steven Anderson dba Intermountain Recyclers Stoncor Group, Inc. dba Stonhard, Inc. Stoner Incorporated Structural Metal Fabricators, Inc. Sumeeko USA, Inc. Summers Hardware & Supply Company Summit Power, Inc. fdba API Inc. Sun-Lite Metals, Inc. Susan K. Jaramillo Sweeping Beauty Cleaning Service, Inc. T & S Machining, Inc. T.S. Williams & Associates, Inc. Adversarv Proceedin2_No KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC 9

23 Defendant Name Taba S.r.l. Ted Johnson Propane Company Teltech Communications LLC Tennant Sales and Service Company TES, Inc. TestAmerica Laboratories, Inc. The Bailey Company, Inc. The Brass Exchange, LLC The Harrod Group, Inc. The Knapp Supply Company Inc. dba Knapp Supply Co. Inc. The Lofton Corporation dba Lofton Staffing Services The Nasdaq Stock Market LLC dba Shareholder.com The Recycling Center, Inc. oflive Oak The Wattles Company The Wilmington Iron and Metal Company, Inc. The Wire Department, LLC dba Mid Valley Broadband Thorn Prellberg and Stephen Hedgpeth dba Quad Power Products Tidewater Fleet Supply, LLC Titanic Controls, Inc. T -Mobile USA, Inc.* Toshiba Machine Company, America* Towamencin Metal Traders, Inc. Townline Realty, LLC Toyota Tsusho Material Handling America, Inc. dba Toyota Lift Northwest Tripwireless, Inc. fdba Tripwireless Network Solutions Tri-State Truck Center, Inc. fdba Tri-State Mack, Inc. Truckway Leasing, Inc. dba Truckway Leasing and Rental U R Services, Inc. U.S. Pumps United Battery Systems, Inc. United Process Control Company, Inc. United Rentals (North America), Inc. United Van Lines, LLC dba United Van Lines Inc. Univar USA, Inc. dba Basic Chemical Solutions Upchurch Electric Supply Company UPS Supply Chain Solutions, Inc.* Uptime Technology, Inc. Urrea Real Estate, LLC Adversarv Proceedine No KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC KJC 10

24 Defendant Namew Adversarv Proceedin2 No. Van Meter Inc. dba Miller Electric Supply, Inc KJC Vectren Corporation dba Vectren Energy Delivery KJC Viper Precision Machine and Design, LLC KJC VSS, LLC KJC W. W. Grainger, Inc. dba Safety Solutions, Inc KJC Wabash Industrial Services, LLC KJC Waddle's Manufacturing & Machine Co KJC Wann Air Systems, Inc KJC Water & Energy Systems Technology, Inc. dba WEST Inc KJC Weber Paper Company KJC Weir Slurry Group, Inc.* KJC Werko Machine Co KJC West Publishing Corporation dba Serengeti Law KJC White & Case LLP* KJC Wiercinski, Kwiecinski, Baehr Limited Partnership dba WKB KJC Winchester Pacific Batteries U.S.A., Inc. dba Batteries U.S.A KJC Inc. Wiring By Wall, Inc KJC Wolters Kluwer United States Inc. dba CT Corporation System KJC Workplace Health Services, LLC KJC X Brand Lifts Ltd KJC Xact Data Discovery KJC XRS Corporation fdba Xata Corporation KJC Yeager Supply, Inc KJC 11

25 EXIDBIT C TO ORDER Avoidance Action Defendants- Handled by The Rosner Law Group LLC AT&T Mobility LLC FLSmidth Inc. Defendant Name Adversarv Proceedine No KJC KJC

26 SCHEDULED TO ORDER LIST OF MEDIATORS Mediator Felger, Mark E. Fournier, David M. Haber, Eric J. Lemisch, Raymond H. Monaco Jr., Francis A. Pohl, Steven D. Ward, Christopher A. Cozen O'Connor Pepper Hamilton LLP Cooley LLP 1 Klehr Harrison Harvey Branzburg LLP Womble Carlyle Sandridge & Rice LLP Brown Rudnick Berlack Israels LLP Polsinelli Shughart PC Cooley LLP represents Peter Kravitz in his separate capacities as the distribution trustee of the Hipcricket Distribution Trust in the bankruptcy case ofhipcricket, Inc. and the trustee of the Fleetwood Liquidating Trust in the Fleetwood Enterprises, Inc. bankruptcy case. Eric Haber did not work on those cases and ethical walls will be implemented formally separating him from those matters.