Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 1 of 13

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1 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 1 of 13 NOTICE: THIS IS A MOTION TO REJECT MULTIPLE UNEXPIRED CONTRACTS AND LEASES. PARTIES RECEIVING THIS MOTION SHOULD LOCATE THEIR NAMES AND LEASES ON THE SCHEDULE ANNEXED HERETO TO DETERMINE IF THEY ARE LISTED, AS THEIR RIGHTS MAY BE AFFECTED BY THE RELIEF SOUGHT HEREIN. IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: ROOMSTORE, INC., Debtor. Chapter 11 Case No. 11- MOTION OF DEBTOR FOR AN ORDER PURSUANT TO 11 U.S.C. 105(a), 365(a), AND 554 AND BANKRUPTCY RULE 6006 AUTHORIZING (I) REJECTION OF CERTAIN LEASES OF NONRESIDENTIAL REAL PROPERTY AND EXECUTORY CONTRACTS AS OF THE PETITION DATE, (II) PROCEDURES FOR REJECTING SUBSEQUENT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPETY AND EXECUTORY CONTRACTS, AND (III) AUTHORIZATION TO ABANDON DE MINIMIS PERSONAL PROPERTY The debtor and debtor-in-possession (the Debtor ) in the above-captioned chapter 11 case (the Bankruptcy Case ) hereby seeks, pursuant to sections 105(a), 365(a), and 554 of title LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East 2nd Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Co-Counsel to the Debtor and Debtor-in-Possession

2 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 2 of of chapter 11 of the United States Code, 11 U.S.C. 101, et seq., as amended (the Bankruptcy Code ), and Rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ): (i) the entry of an order (the Rejection Order ) substantially in the form attached hereto as Exhibit A permitting the Debtor to reject, nunc pro tunc to the Petition Date (defined herein), certain executory contracts and leases of nonresident real property identified on Exhibit B, attached hereto; (ii) the entry of an order substantially in the form attached hereto as Exhibit C to approve streamlined procedures, substantially in the form attached hereto as Exhibit D (the Rejection Procedures ) to reject certain leases of nonresident real property and executory contracts subsequent to the Petition Date, and a notice of same to be sent to parties in interest, in the form attached hereto as Exhibit E (the Rejection Notice ); (iii) the abandonment of certain de minimis personal property; and (iv) granting such other and further relief as is just and proper (the Motion ). In support of this Motion, the Debtor respectfully represents as follows: BACKGROUND A. Case Background 1. On the date hereof (the Petition Date ), the Debtor commenced the Bankruptcy Case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. 2. No trustee or examiner has been appointed in the Bankruptcy Case. No official committee of unsecured creditors of the Debtor has yet been appointed. The Debtor continues to manage and operate its business as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 3. The Debtor was founded in 1992 in Dallas, Texas with four retail furniture stores. With over $300 million in net sales for its fiscal year ending 2010, the Debtor is one of the thirty largest furniture retailers in the United States. 4. Currently, the Debtor is headquartered in Richmond, Virginia and operates a chain of sixty-three retail furniture stores, including both large-format stores and clearance 2

3 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 3 of 13 centers (collectively the Retail Stores ) in eight states: Pennsylvania, Maryland, Virginia, North Carolina, South Carolina, Florida, Alabama, and Texas. In addition, the Debtor has seven warehouses and distribution centers (the Warehouses ) located in Maryland, North Carolina, Texas, and Virginia that service the Retail Stores. 5. Prior to the Petition Date, the Debtor commenced store closing sales at five of its Retail Stores, located in Hoover, Alabama; Fayetteville, North Carolina; Houston, Texas, Norfolk, Virginia, and Baltimore, Maryland. 6. General information about the Debtor, its business, its capital structure, the events leading to the filing of its Bankruptcy Case, and the relief sought by the Debtor in its various First Day Pleadings is contained in the Declaration of Lewis M. Brubaker, Jr., Senior Vice President and Chief Financial Officer of RoomStore, Inc., in Support of Chapter 11 Petition and First Day Pleadings (the Brubaker Declaration ) filed contemporaneously herewith. B. Closing Underperforming Retail Stores 7. Prior to the commencement of the Bankruptcy Case, the Debtor determined that certain of its Retail Stores were underperforming and threatened its ability to reorganize as a going concern. Accordingly, the Debtor began a prepetition wind down of its operations at these Retail Stores (the Closing Stores ) through going-out-of-business sales (the Store Closing Sales ). Accordingly, certain of the Closing Stores were closed prior to the commencement of the Bankruptcy Case. The Debtor intends to surrender possession of the Closing Stores to their respective landlords at the conclusion of the Store Closing Sales. The Debtor also intends to surrender possession of the Warehouses that serve the Closing Stores (the Closing Store Warehouses ). As a part of its reorganization process, the Debtor will seek authority to close additional Retail Stores and Warehouses and enter into Going Out of Business sales to sell the inventory maintained therein. It is anticipated that a motion seeking this relief will be filed in the near future. 3

4 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 4 of By this Motion, the Debtor seeks permission, nunc pro tunc to the Petition Date, to reject certain leases of nonresidential real property for Closing Stores and Closing Store Warehouses (collectively, the Rejected Leases ). The Debtor also seeks permission, nunc pro tunc to the Petition Date, to reject certain executory contracts that provide materials and services to the Debtor, the Closing Stores, and Closing Store Warehouses (collectively, the Rejected Contracts ). A list of the Rejected Leases and Rejected Contracts is attached hereto as Exhibit B. The Rejected Leases and Rejected Contracts represent a substantial drain on the limited resources of the Debtor s estate, for which the estate will receive no corresponding benefit. 9. In addition, the Debtor has determined that certain property (i.e., certain equipment, furniture, and fixtures) located at the Closing Stores and Closing Store Warehouses is burdensome and will have no value to its estate after completion of the Store Closing Sales (the Abandoned Property ). The Debtor believes that it is in the best interests of its estate and creditors to abandon the Abandoned Property at the completion of the Store Closing Sales, and by this Motion, respectfully requests authority to do so. 10. Moreover, the Debtor anticipates winding down additional Retail Stores and Warehouses during its bankruptcy case. The Debtor seeks authorization to utilize the proposed Rejection Procedures (defined herein) for rejecting executory contracts and unexpired leases going forward. The Rejection Procedures will provide an expedient and streamlined process to reject executory contracts and leases of nonresidential real property going forward. JURISDICTION 11. This Court has jurisdiction over this Motion under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). 12. Venue is proper under 28 U.S.C and The statutory predicates for the relief sought herein are sections 105(a), 365(a), and 554 of the Bankruptcy Code and Bankruptcy Rule

5 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 5 of 13 RELIEF REQUESTED 14. The Debtor seeks the entry of an order, substantially in the form attached hereto as Exhibit A, authorizing it to reject, nunc pro tunc to the Petition Date, the Rejected Leases and the Rejected Contracts pursuant to sections 105(a) and 365(a) of the Bankruptcy Code and Bankruptcy Rule The Debtor also seeks authority to abandon all Abandoned Property located in the Closing Stores and Closing Stores Warehouses. 15. For those certain leases and executory contracts the Debtor determines in its business judgment to terminate after the Petition Date, the Debtor seeks approval of streamlined procedures for the rejection of those contracts and leases (the Rejection Procedures ) as set forth on Exhibit D. As part of the Rejection Procedures, and without further order of the Court, the Debtor seeks authority to abandon the Abandoned Property located at the real property whose lease is sought to be rejected pursuant to the Rejection Procedures. 16. By way of summary, the Rejection Procedures provide that once the Debtor determines to reject a contract or an unexpired lease of nonresidential real property subsequent to the granting of this Motion (such individual lease or contract, a Designated Lease or Contract ; collectively, the Designated Leases and Contracts ), the Debtor shall file a written notice in a form substantially similar to the notice attached hereto as Exhibit E (each, a Rejection Notice ) with the Court. The Debtor will serve the Rejection Notice by first-class postage paid mail upon the applicable parties in interest. The Debtor will also surrender the premises associated with the Designated Lease to the landlord, or if an equipment lease is involved, make the equipment that is the subject of the Designated Lease available to the lessor to pick up. 17. The Rejection Notice shall set forth, to the best of the Debtor s knowledge, relevant information related to each Designated Lease or Contract, including: (i) date the Designated Lease or Contract will be rejected as of (the Rejection Date ); (ii) whether the Debtor intends to abandon certain Abandoned Property located at the leased properties 5

6 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 6 of 13 associated with the Designated Lease or Contract on the Rejection Date; and (iii) the deadline to file any proof of claim associated with the Designated Lease or Contract being rejected (the Rejection Claims Bar Date ) as the later of the deadline established for all creditors to file proofs of claim in these cases (the Claims Bar Date ) or 30 days after the Rejection Date. 18. The Debtor respectfully submits that the proposed Rejection Procedures will streamline the necessary process of rejecting Designated Leases and Contracts that do not provide a benefit to the Debtor s estate and will minimize unnecessary post-petition obligations. At the same time, however, the Rejection Procedures provide affected parties with adequate notice of rejection. BASIS FOR RELIEF 19. Rejection of the Rejected Leases and Rejected Contracts at the conclusion of the Store Closing Sales is a sound exercise of the Debtor s business judgment and should be approved. The Abandoned Property is burdensome and of no value to the Debtor s estate and, therefore, abandonment should also be approved. Moreover, the proposed Rejection Procedures provide affected parties with adequate notice of the Rejection Date and the Rejection Claims Bar Date, as applicable. REJECTION OF THE REJECTED LEASES AND REJECTED CONTRACTS IS A SOUND EXERCISE OF THE DEBTOR S BUSINESS JUDGMENT 20. A chapter 11 debtor, subject to the court s approval, may assume or reject any executory contract or unexpired lease[.] See, 11 U.S.C. 365(a). A debtor s decision to reject an unexpired executory contract or lease is governed by the deferential business judgment standard. See, Lubrizol Enterprises, Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043, (4th Cir. 1985) (a debtor s decision to reject an executory contract can only be overturned if it is so manifestly unreasonable that it could not be based on sound business 6

7 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 7 of 13 judgment, but only on bad faith, or whim or caprice ) 1 ; see also, In re Extraction Technologies of Va., L.L.C., 296 B.R. 393, 399 (Bankr. E.D. Va. 2001). Under the business judgment standard, courts should defer to... decisions of corporate directors upon matters entrusted to its business judgment except upon a finding of bad faith or gross abuse of its business discretion. Lubrizol, 756 F.2d at 1047; see also, In re Lawson, 146 B.R. 663, (Bankr. E.D. Va. 1992). 21. The Debtor is the lessee or sublessee under each of the Rejected Leases, which relate to premises that the Debtor no longer uses or occupies and has surrendered to its respective landlords prior to the Petition Date. Likewise, the Debtor is a party to various executory contracts that no longer provide any benefit to the Debtor s estate. The Debtor s estimated annual obligations under the Rejected Leases total approximately $1.1 million. The Debtor has determined, in its business judgment, that if not rejected as of the Petition Date, the Rejected Leases, and Rejected Contracts will impose a substantial financial burden on the Debtor s estate with no corresponding benefit and potentially jeopardize its ability to reorganize. Accordingly, the Debtor should be permitted to reject the Rejected Leases and Rejected Contracts nunc pro tunc to the Petition Date. REJECTION PROCEDURES WILL CREATE AN EFFICIENT PROCESS FOR THE DEBTOR TO REJECT EXECUTORY CONTRACTS AND LEASES OF NONRESIDENTIAL PROPERTY GOING FORWARD 1 The United States District Court for the Eastern District of Virginia noted in a 2010 decision that Congress superseded the Lubrizol decision by the enactment of section 365(n) of the Bankruptcy Code, as Lubrizol pertained to intellectual property licensing agreements. In re Qimonda AG Bankr. Litig., 433 B.R. 547, 567 (E.D.Va. 2010). However, the enactment of section 365(n) did not impact the business judgment rule analysis set forth in Lubrizol to analyze the propriety of a debtor s decision to reject an executory contract or unexpired lease, and courts in this District continue to apply the business judgment rule. See, e.g., Ryan, Inc. v. Circuit City Stores, Inc., 2010 U.S. Dist. LEXIS (E.D.Va. Nov. 15, 2010) ( Moreover, Section 365 of the Bankruptcy Code leaves the decision whether to assume or reject to the debtor s sound business judgment. ) (citing Lubrizol, 756 F.2d at 1047). 7

8 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 8 of On a going forward basis, given the significant number of contracts and leases that the Debtor may ultimately reject, the Debtor believes it is appropriate for the Court to approve expedited and streamlined rejection procedures in the form attached hereto as Exhibit D. The Debtor plans to continue to evaluate its contracts and leases to determine which of them are no longer beneficial to the Debtor s estate. As such, the Debtor anticipates that it will seek to reject additional contracts and leases on a continuing basis to ensure that it does not unnecessarily incur administrative expenses. If the Debtor is required to file rejection motions to accomplish this - as opposed to following the proposed Rejection Procedures - the Debtor will incur substantial expenses for the preparation, filing, and service of formal motions and presenting those motions to the Court. The Rejection Procedures, once approved, will avoid the Debtor from incurring these additional administrative expenses. To further the efficiency and cost-benefit of the proposed Rejection Procedures for the estate, the procedures should include a method to put parties in interest on notice that Abandoned Property will be left on the leased premises as of the Rejection Date. This will avoid the Debtor incurring administrative expenses for filing and prosecuting a motion to abandon the Abandoned Property. Inclusion of such a process, without further order from the Court, will expeditiously and efficiently allow the Debtor and counterparties to the nonresidential real property leases to resolve their rights, if any, with regard to the Abandoned Property in question. 23. Moreover, the Court may rely on its general equitable powers to grant the relief requested in this Motion as codified in section 105(a) of the Bankruptcy Code. Section 105(a) empowers the Court to issue any order, process, or judgment that is necessary to carry out the provisions of the [Bankruptcy Code]. 11 U.S.C. 105(a). Application of section 105(a) in the context of this Motion is appropriate because the relief requested herein is consistent with the rehabilitative policy of chapter 11 of the Bankruptcy Code. A debtor in possession is charged with protecting and preserving its estate, including the value of the business as a going concern. 8

9 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 9 of 13 Granting the relief requested in this Motion will enhance the likelihood of the Debtor s successful rehabilitation by allowing the Debtor to minimize its post petition obligations, and thus enhance the value of its estates. 24. In several chapter 11 cases in this district, courts have authorized similar procedures for the rejection of executory contracts and unexpired leases to those proposed herein. See e.g., In re Movie Gallery, Inc., Case No (DOT) (Bankr. E.D. Va. Feb. 3, 2010); In re S & K Famous Brands, Inc., No (KRH) (Bankr. E.D. Va. July 10, 2009); In re Movie Gallery, Inc., Case No (DOT) (Bankr. E.D. Va. Nov. 9, 2007); In re AMF Bowling Worldwide, Inc., Case No (DHA) (Bankr. E.D. Va. July 5, 2001). Accordingly, the Debtor respectfully requests that the Court approve the expedited procedures for the rejection of the Designated Leases and Contracts. PROCEDURES TO ADDRESS ABANDONED PROPERTY ARE APPROPRIATE IN THIS CASE 25. A chapter 11 debtor, after notice and a hearing... may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate. 11 U.S.C. 554(a). The Abandoned Property will consist of the inventory, furniture, fixtures, and equipment, if any, that remains unsold after completion of the Store Closing Sales. Any Abandoned Property that is not sold in the Store Closing Sales is of no value to the Debtor s estate, as the costs of moving, storing, and remarketing the Abandoned Property would vastly outweigh any resulting benefit to the Debtor s estate. 26. Bankruptcy Courts, including this Court, have authorized similar relief to that sought herein. See, e.g., In re Movie Gallery, Inc., Case No (DOT) (Bankr. E.D. Va. Feb. 3, 2010); In re Circuit City Stores, Inc., Case No (Bankr. E.D. Va. Nov. 10, 2008); In re Movie Gallery Inc., Case No (Bankr. E.D. Va. Oct. 17, 2007); In re Rowe Furniture, Inc., Case No (Bankr. E.D. Va. Nov. 21, 2006). Accordingly, the Debtor 9

10 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 10 of 13 respectfully requests permission to abandon the Abandoned Property as of the Petition Date in connection with the Rejected Leases and/or the Rejected Contracts. 27. The Debtor also seeks, in conjunction with the proposed Rejection Procedures, to abandon the Abandoned Property that may remain on the real property as of the Rejection Date of a particular Designated Lease and which the Debtor determines, in its business judgment, would be more beneficial to the estate to abandon. See, In re US Airways Group, Inc., 287 B.R. 643, 645 (Bankr. E.D. Va. 2002) (noting that abandonment of property is governed by the sound business judgment standard). REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS NUNC PRO TUNC TO THE PETITION DATE, AND SUBSEQUENTLY AS OF THE REJECTION DATE, IS APPROPRIATE IN THIS CASE 28. The Debtor respectfully submits that it is appropriate for the Court to order that the effective date of rejection for the Rejected Leases and Rejected Contracts is the Petition Date and that the effective date of rejection of subsequently Designated Leases and Contracts is the Rejection Date. 29. While section 365 of the Bankruptcy Code does not specifically address whether the Court may order rejection to be effective retroactively, many courts have held that bankruptcy courts may, in their discretion, authorize rejection retroactive to a date prior to entry of the order authorizing rejection. See e.g., US Airways Group, 287 B.R. at 647 (rejection of aircraft and engine leases effective on third business day after Debtor provide written notice of rejection). See also, In re Thinking Machs., Corp., 67 F.3d 1021, 1028 (1st. Cir. 1995) ( bankruptcy courts may enter retroactive orders of approval, and should do so when the balance of equities preponderates in favor of such remediation ); In re Jamesway Corp., 179 B.R. 33, (S.D.N.Y. 1995) (stating that section 365 does not include restrictions as to the manner in which the court can approve rejection ). 10

11 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 11 of The balance of the equities favors the relief requested herein. Counterparties to the Rejected Leases and Rejected Contracts and the Designated Leases and Contracts will not be unduly prejudiced if the rejection is deemed effective as of the Petition Date or the date the Debtor files a Rejection Notice or such later date as the Debtor set forth in the Rejection Notice because the counterparties will receive this Motion (or the Rejection Notice) and will have adequate opportunity to act accordingly. 31. Allowing the Debtor to reject, nunc pro tunc to the Petition Date or the Rejection Date will expedite the rejection process and will save substantial administrative costs and expenses. Upon receiving notice of this Motion, or subsequently, the Rejection Notice, counterparties will be immediately relieved of their own obligations under the Designated Leases and Contracts. Additionally, in the case of unexpired leases of nonresidential real property, the Debtor will vacate the premises before or upon serving the Rejection Notice, thereby allowing the counterparties to take possession of their property immediately upon, or possibly prior to, receiving the Rejection Notice. See, In re Amber s Stores, 193 B.R. 819, 827 (Bankr. N.D. Tex. 1996) (holding that lease at issue should be deemed rejected as of the petition date due to equities of case where debtor turned over keys and vacated premises and served motion to reject lease as soon as possible). In sum, the Debtor believes that it is fair and equitable for the Court to order that the Rejected Leases and the Rejected Contracts are rejected, nunc pro tunc to the Petition Date and that the Designated Leases and Contracts are rejected as of the date the Rejection Notice is filed, or such later date as the Debtor sets forth in the Rejection Notice. 32. Accordingly, the Debtor submits that the balance of equities permits the Court to deem rejection nunc pro tunc to the Petition Date for the Rejected Leases and Rejected Contracts and as of the date the Rejection Date for the Designated Leases and Contracts. 11

12 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 12 of 13 RESERVATION OF RIGHTS 33. The Debtor may have claims against the counterparties to the Rejected Leases, Rejected Contracts, and/or Designated Leases and Contracts. The Debtor does not waive any such claims or related defenses by filing this Motion, serving any Rejection Notice, and/or rejecting any Rejected Leases, Rejected Contracts, and/or Designated Lease or Contract, and it hereby expressly reserves all of its rights with respect thereto. NOTICE 34. Notice of this Motion will be given to (i) the Office of the United States Trustee for the Eastern District of Virginia; (ii) counsel to the Debtor s prepetition lender; (iii) counsel to the Debtor s proposed postpetition lender; (iv) the Debtor s twenty-five largest unsecured creditors; (v) each of the parties identified on Exhibit B annexed hereto, and (vi) the Debtor s landlords. WAIVER OF MEMORANDUM OF LAW 35. Pursuant to Rule (G) of the Local Rules of the Bankruptcy Court and because there are no novel issues of law presented in the Motion and all applicable authority is set forth in the Motion, the Debtor respectfully requests that the Court waive the requirement that all motions be accompanied by a separate memorandum of law. NO PRIOR REQUEST 36. No previous request for the relief sought herein has been made to this or any other Court. 12

13 Case DOT Doc 19 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Main Document Page 13 of 13 WHEREFORE, for the reasons set forth herein, the Debtor respectfully requests that the Court enter orders, substantially in the forms attached hereto as Exhibit A and Exhibit C, (i) approving rejection of the Rejected Leases and the Rejected Contracts, nunc pro tunc to the Petition Date, (ii) approving the Rejection Procedures and the corresponding relief requested herein, (iii) approving the abandonment of certain de minimis property, and (iv) granting such other and further relief as is just and proper. Dated: December 12, 2011 Richmond, Virginia Respectfully submitted, /s/ Troy Savenko LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East Second Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Counsel to the Debtor and Debtor in Possession 13

14 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 1 of 8 EXHIBIT A - PROPOSED ORDER AUTHORIZING REJECTION OF CERTAIN LEASES AND CONTRACTS NUNC PRO TUNC TO THE PETITION DATE IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: Chapter 11 ROOMSTORE, INC., Debtor. Case No. 11- Tax I.D. No. ( ) ORDER PURSUANT TO 11 U.S.C. 105(a), 365(a), AND 554 AND BANKRUPTCY RULE 6006 AUTHORIZING REJECTION OF CERTAIN LEASES OF NONRESIDENTIAL REAL PROPERTY AND EXECUTORY CONTRACTS NUNC PRO TUNC TO THE PETITION DATE AND AUTHORIZATION TO ABANDON DE MINIMIS PERSONAL PROPERTY Upon the motion (the Motion ) 1 of the Debtor for entry of an order, pursuant to Bankruptcy Code sections 105(a), 365(a), and 554 and Bankruptcy Rule 6006 for the entry of an order (this Rejection Order ) permitting the Debtor to reject, nunc pro tunc to the Petition Date certain executory contracts and leases of nonresident real property identified on Exhibit 1 hereto and the abandonment of certain de minimis personal property; and the Court having reviewed the Motion and determined that the relief sought in the Motion is in the best interest of the Debtor, its estate and creditors, and other parties-in-interest; and the Court having jurisdiction to consider 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East 2nd Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Co-Counsel to the Debtor and Debtor-in-Possession

15 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 2 of 8 the Motion and the relief requested therein; venue being proper before the Court pursuant to 28 U.S.C and 1409; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is granted as setforth herein. 2. The Rejected Leases and Rejected Contracts, as set forth on Exhibit 1 hereto, are hereby rejected as of the Petition Date. 3. Any claims arising out of or related to the rejection of each Rejected Lease or Rejected Contract must be filed by the deadline established in this case for the filing of proofs of claim, or said claim shall be barred from receiving any distribution in the Debtor s Bankruptcy Case. 4. The Debtor does not waive any claims that it has or may have against any counterparty to a Rejected Lease or a Rejected Contract whether or not such claim is related to the rejection of such Rejected Lease or Rejected Contract. 5. The Debtor is deemed to have abandoned the Abandoned Property as of the Petition Date only at the leased locations setforth in Exhibit 1 hereto, without any administrative expense liability to any of the landlords for rental charges or occupancy of the leased premises after the Petition Date, and such landlords may, in their sole discretion and without further notice, dispose of such Abandoned Property without liability to the Debtor and, to the extent applicable, the automatic stay is modified to allow such disposition. The right of any party in interest to assert a claim against the Debtor s estate for costs associated with the removal or disposition of the Abandoned Property is fully preserved; provided that any such claim must be 2

16 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 3 of 8 filed on or before the Rejection Claim Bar Date; provided further that the rights of all parties, including that of the Debtor to contest any such claim is fully preserved. 6. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 7. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 8. The requirement under Local Rule (G) of the Local Rules for the United States Bankruptcy Court for the Eastern District of Virginia to file a memorandum of law in connection with the Motion is hereby waived. 9. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. ENTERED: UNITED STATES BANKRUPTCY JUDGE 3

17 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 4 of 8 WE ASK FOR THIS: LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East Second Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Counsel to the Debtor and Debtor in Possession CERTIFICATION UNDER LOCAL RULE (C) I hereby certify that notice of the Debtor s intent to seek entry of the foregoing proposed order was provided to the parties identified in the Motion and copy of this proposed order was provided to the Office of the United States Trustee for the Eastern District of Virginia prior to submission to this Court. 4

18 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 5 of 8 EXHIBIT 1 - LIST OF LEASES AND EXECUTORY CONTRACTS REJECTED NUNC PRO TUNC TO THE PETITION LIST OF REJECTED LEASES AS OF THE PETITION DATE Store Number and Location Type of Lease Landlord Name Landlord Address 2740 Hoover, AL Prime Lease Hoover Land Company c/o Pearce, Bevill 100 Office Park Drive Suite 100 Birmingham, AL Fayetteville, NC Prime Lease Swain Investments, LLC P.O. Box Fayetteville, NC Houston, TX Prime Lease Claymore Northwest, Inc. c/o INVESCO Real Estate Three Galleria Tower, Suite Noel Road Dallas, TX Bessemer, AL Prime Lease Bessemer Development Board th Ave. North Bessemer, AL Attn: J. Traywick

19 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 6 of 8 LIST OF REJECTED CONTRACTS AS OF THE PETITION DATE Executory Contract Counter Party AT&T Advertising Solutions The Flagship Hilco Real Estate, LLC Houlihan Lokey Capital, Inc. Media Management, Inc. Executory Contract Contract for Internet YellowPages.com Advertising Advertising Contract dated January 3, 2011 Real Estate Consulting and Advisory Services Agreement dated August 2, 2011 Agreement dated February 18, 2011 Media Auditing Proposal for dated October 11, 2010 Executory Contract Counter Party Address AT&T Advertising Solutions 2500 Turner Road Richmond, VA Attention: Betty Olson or Dana Jensen The Flagship Military Newspapers of Virginia 150 West Brambleton Avenue Norfolk, VA Attention: Department of Legal Affairs or Office of the General Counsel Hilco Real Estate, LLC 5 Revere Drive Suite 206 Northbrook, IL Attention: Joseph Malfitano Houlihan Lokey Capital, Inc. 225 South Sixth St. Suite 4950 Minneapolis, MN Attention: Jonathan Cleveland, Managing Director Media Management, Inc. 702 Spirit 40 Park Suite 110 Chesterfield, MO Attention: Thomas E. Bridge, Chief Executive Officer 2

20 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 7 of 8 Executory Contract Counter Party Military Newspapers of Virginia The News & Observer NextMedia Outdoor, Inc. SignAd Ltd. The Sun News Executory Contract Advertising Contract dated January 3, Blitz Contract, effective as of August 13, 2010 Contract for Outdoor Bulletin Advertising dated June 8, 2011 Outdoor Advertising Contract dated September 10, 2010 Preprint Frequency Agreement Executory Contract Counter Party Address Military Newspapers of Virginia 148 Granby Street Norfolk, VA Attention: Department of Legal Affairs or Office of the General Counsel The News & Observer 215 South McDowell Street Raleigh, NC Attention: Patti Vargas NextMedia Outdoor, Inc. 208 Bush Dr. Myrtle Beach, SC Attention: Department of Legal Affairs or Office of the General Counsel SignAd Ltd. P.O. Box 8626 Houston, TX Attention: Department of Legal Affairs or Office of the General Counsel The Sun News P.O. Box 406 Myrtle Beach, SC Temple Daily Telegram Local Preprint Insert Contract dated November 1, 2010 Temple Daily Telegram P.O. Box 6114 Temple, TX Attention: Gary Garner Valassis Direct Mail, Inc. Contract dated June 5, 2011 Valassis Direct Mail, Inc Victor Parkway Livonia, MI Attention: Department of Legal Affairs or Office of the General Counsel 3

21 Case DOT Doc 19-1 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Rejection Page 8 of 8 Executory Contract Counter Party Virginia-Pilot Media Companies, LLC d/b/a The Virginian-Pilot Waco Tribune-Herald Webb Mason, Inc. Executory Contract Retail Display Advertising Contract dated February 3, 2011 Advertising Contract as of September 1, 2010 Customer Agreement dated June 1, 2011 Executory Contract Counter Party Address Virginia-Pilot Media Companies, LLC d/b/a The Virginian-Pilot 150 West Brambleton Avenue Norfolk, VA Attention: Department of Legal Affairs or Office of the General Counsel Waco Tribune-Herald 900 Franklin, P.O. Box 2588 Waco, TX Webb Mason, Inc Gilroy Road Hunt Valley, MD Attention: CFO 4

22 Case DOT Doc 19-2 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Rejected Leases Page 1 of 4 EXHIBIT B - LIST OF LEASES AND EXECUTORY CONTRACTS REJECTED NUNC PRO TUNC TO THE PETITION LIST OF REJECTED LEASES AS OF THE PETITION DATE Store Number and Location Type of Lease Landlord Name Landlord Address 2740 Hoover, AL Prime Lease Hoover Land Company c/o Pearce, Bevill 100 Office Park Drive Suite 100 Birmingham, AL Fayetteville, NC Prime Lease Swain Investments, LLC P.O. Box Fayetteville, NC Houston, TX Prime Lease Claymore Northwest, Inc. c/o INVESCO Real Estate Three Galleria Tower, Suite Noel Road Dallas, TX Bessemer, AL Prime Lease Bessemer Development Board th Ave. North Bessemer, AL Attn: J. Traywick

23 Case DOT Doc 19-2 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Rejected Leases Page 2 of 4 LIST OF REJECTED CONTRACTS AS OF THE PETITION DATE Executory Contract Counter Party AT&T Advertising Solutions The Flagship Hilco Real Estate, LLC Houlihan Lokey Capital, Inc. Media Management, Inc. Executory Contract Contract for Internet YellowPages.com Advertising Advertising Contract dated January 3, 2011 Real Estate Consulting and Advisory Services Agreement dated August 2, 2011 Agreement dated February 18, 2011 Media Auditing Proposal for dated October 11, 2010 Executory Contract Counter Party Address AT&T Advertising Solutions 2500 Turner Road Richmond, VA Attention: Betty Olson or Dana Jensen The Flagship Military Newspapers of Virginia 150 West Brambleton Avenue Norfolk, VA Attention: Department of Legal Affairs or Office of the General Counsel Hilco Real Estate, LLC 5 Revere Drive Suite 206 Northbrook, IL Attention: Joseph Malfitano Houlihan Lokey Capital, Inc. 225 South Sixth St. Suite 4950 Minneapolis, MN Attention: Jonathan Cleveland, Managing Director Media Management, Inc. 702 Spirit 40 Park Suite 110 Chesterfield, MO Attention: Thomas E. Bridge, Chief Executive Officer 2

24 Case DOT Doc 19-2 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Rejected Leases Page 3 of 4 Executory Contract Counter Party Military Newspapers of Virginia The News & Observer NextMedia Outdoor, Inc. SignAd Ltd. The Sun News Executory Contract Advertising Contract dated January 3, Blitz Contract, effective as of August 13, 2010 Contract for Outdoor Bulletin Advertising dated June 8, 2011 Outdoor Advertising Contract dated September 10, 2010 Preprint Frequency Agreement Executory Contract Counter Party Address Military Newspapers of Virginia 148 Granby Street Norfolk, VA Attention: Department of Legal Affairs or Office of the General Counsel The News & Observer 215 South McDowell Street Raleigh, NC Attention: Patti Vargas NextMedia Outdoor, Inc. 208 Bush Dr. Myrtle Beach, SC Attention: Department of Legal Affairs or Office of the General Counsel SignAd Ltd. P.O. Box 8626 Houston, TX Attention: Department of Legal Affairs or Office of the General Counsel The Sun News P.O. Box 406 Myrtle Beach, SC Temple Daily Telegram Local Preprint Insert Contract dated November 1, 2010 Temple Daily Telegram P.O. Box 6114 Temple, TX Attention: Gary Garner Valassis Direct Mail, Inc. Contract dated June 5, 2011 Valassis Direct Mail, Inc Victor Parkway Livonia, MI Attention: Department of Legal Affairs or Office of the General Counsel 3

25 Case DOT Doc 19-2 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Rejected Leases Page 4 of 4 Executory Contract Counter Party Virginia-Pilot Media Companies, LLC d/b/a The Virginian-Pilot Waco Tribune-Herald Webb Mason, Inc. Executory Contract Retail Display Advertising Contract dated February 3, 2011 Advertising Contract as of September 1, 2010 Customer Agreement dated June 1, 2011 Executory Contract Counter Party Address Virginia-Pilot Media Companies, LLC d/b/a The Virginian-Pilot 150 West Brambleton Avenue Norfolk, VA Attention: Department of Legal Affairs or Office of the General Counsel Waco Tribune-Herald 900 Franklin, P.O. Box 2588 Waco, TX Webb Mason, Inc Gilroy Road Hunt Valley, MD Attention: CFO 4

26 Case DOT Doc 19-3 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Procedures Page 1 of 10 EXHIBIT C - PROPOSED ORDER AUTHORIZING THE DEBTOR TO IMPLEMENT LEASE AND CONTRACT REJECTION PROCEDURES IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: Chapter 11 ROOMSTORE, INC., Debtor. Case No. 11- Tax I.D. No. ( ) ORDER PURSUANT TO 11 U.S.C. 105(A), 365(A), AND 554 AND BANKRUPTCY RULE 6006 AUTHORIZING (I) EXPEDITED PROCEDURES FOR REJECTING UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPETY AND EXECUTORY CONTRACTS, (II) ABANDONMENT OF DE MINIMIS PERSONAL PROPERTY, AND (III) ESTABLISHING CLAIMS BAR DATE AS APPLICABLE Upon the Motion 1 of the Debtor in the above-captioned Bankruptcy Case seeking, pursuant to Bankruptcy Code sections 105(a), 365(a), and 554 and Rule 6006 of the Federal Rules of Bankruptcy Procedure the entry of an order (this Order ) (i) approving procedures to reject certain leases of nonresident real property and executory contracts subsequent to the Petition Date as setforth hereto as Exhibit 1, (ii) the abandonment of certain de minimis personal property related thereto, and (iii) establishing a deadline to file any proofs of claim related thereo; 1 Motion. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East 2nd Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Co-Counsel to the Debtor and Debtor-in-Possession

27 Case DOT Doc 19-3 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Procedures Page 2 of 10 and the Court having determined that the relief sought in the Motion is in the best interest of the Debtor, its estate and creditors, and other parties-in-interest; and the Court having jurisdiction to consider the Motion and the relief requested therein; venue being proper before the Court pursuant to 28 U.S.C and 1409; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is granted as set forth herein. 2. The Rejection Procedures as set forth in Exhibit 1 hereto and the Rejection Notice set forth as Exhibit 2 hereto are approved in connection with the rejection of any Designated Lease or Contract. 3. The Debtor is authorized but not directed, and in its sole discretion, to reject any Designated Lease or Contract after the date of this Order pursuant to the Rejection Procedures. 4. Counterparties to the Designated Leases and Contracts shall be prohibited from setting off or otherwise using security deposits or other monetary deposits in their possession or control to reduce their claim(s) against the Debtor without prior Court approval. 5. If a claim arises out of or is related to the rejection Designated Leases and Contracts, a proof of claim must be filed by the later of (the Rejection Claim Bar Date ) either: (a) the deadline established in this case for the filing of proofs of claim (the Claims Bar Date ), or (b) 30 days after the Rejection Date, if such date is later than the Claims Bar Date. If a claim is not filed by the Rejection Claim Bar Date, said claim shall be barred from receiving any distribution in the Debtor s Bankruptcy Case. 6. The Debtor is deemed to have abandoned the Abandoned Property as of Rejection Date and only at the leased locations set forth in the applicable Rejection Notice, without any 2

28 Case DOT Doc 19-3 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Procedures Page 3 of 10 administrative expense liability to any of the landlords for rental charges or occupancy of the leased premises after the Petition Date, and such landlords may, in their sole discretion and without further notice, dispose of such Abandoned Property without liability to the Debtor and, to the extent applicable, the automatic stay is modified to allow such disposition. The right of any party in interest to assert a claim against the Debtor s estate for costs associated with the removal or disposition of the Abandoned Property is fully preserved; provided that any such claim as required in paragraph 5 above; provided further that the rights of all parties, including that of the Debtor to contest any such claim is fully preserved. 7. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion and the Rejection Procedures. 8. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 9. The requirement under Local Rule (G) of the Local Rules for the United States Bankruptcy Court for the Eastern District of Virginia to file a memorandum of law in connection with the Motion is hereby waived. 10. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. ENTERED: UNITED STATES BANKRUPTCY JUDGE 3

29 Case DOT Doc 19-3 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Procedures Page 4 of 10 WE ASK FOR THIS: LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East Second Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Counsel to the Debtor and Debtor in Possession CERTIFICATION UNDER LOCAL RULE (C) I hereby certify that notice of the Debtor s intent to seek entry of the foregoing proposed order was provided to the parties identified in the Motion and copy of this proposed order was provided to the Office of the United States Trustee for the Eastern District of Virginia prior to submission to this Court. 4

30 Case DOT Doc 19-3 Filed 12/12/11 Entered 12/12/11 22:50:29 Desc Exhibit(s) Proposed Order Authorizing Procedures Page 5 of 10 EXHIBIT 1 - REJECTION PROCEDURES IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: Chapter 11 ROOMSTORE, INC., Debtor. Case No. 11- Tax I.D. No. ( ) PROCEDURES FOR (I) REJECTING UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPETY AND EXECUTORY CONTRACTS, (II) ABANDONMENT OF DE MINIMIS PERSONAL PROPERTY, AND (III) ESTABLISHING CLAIMS BAR DATE AS APPLICABLE On December 12, 2011, the debtor and debtor-in-possession (the Debtor ) in the abovecaptioned chapter 11 case (the Bankruptcy Case ) filed a petition commencing a case under the Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), in the United States Bankruptcy Court for the Eastern District of Virginia (the Bankruptcy Court ). On December 12, 2011, the Debtor filed a motion pursuant to 11 U.S.C. 105(a), 365(a), and 554 and Bankruptcy Rule 6006 Authorizing (I) Rejection of Certain Leases of Nonresidential Real Property and Executory Contracts, (II) Procedures for Rejecting Unexpired Leases of Nonresidential Real Property and Executory Contracts, and (III) Abandonment of LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East 2nd Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Co-Counsel to the Debtor and Debtor-in-Possession