Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50

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1 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York (212) Frank A. Oswald Anthony F. Pirraglia Co-Counsel for Debtor And Debtor in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK x In re: FEDERATION EMPLOYMENT AND Chapter 11 GUIDANCE SERVICE, INC. d/b/a FEGS 1, Case No (REG) Debtor x DEBTOR S AMENDED MOTION FOR AN ORDER APPROVING, INTER ALIA, THE SALE OF ITS INTEREST IN COOPERATIVE APARTMENTS LOCATED AT 125 WEST 96TH STREET, NEW YORK, NEW YORK AS IT RELATES TO UNIT 4J TO THE HONORABLE ROBERT E. GROSSMAN, UNITED STATES BANKRUPTCY JUDGE: Federation Employment and Guidance Service, Inc. d/b/a/ FEGS, ( FEGS or Debtor ) as debtor and debtor-in-possession in this Chapter 11 case (the Chapter 11 Case ), hereby submits this amendment (the Amendment ) to Debtor's Motion Pursuant, Inter Alia, to Sections 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004 and 6006, for an Order (A) Approving the Debtor's Sale of its Interest in Cooperative Apartments Located at 125 W. 96th St., Units 1F and 4J, New York, New York Free and Clear of all Liens, Claims, Encumbrances and Other Interests (B) Authorizing the Assumption and Assignment of Proprietary Lease and (C) Authorizing the Assumption of 1 The last four digits of the Debtor s federal tax identification number are 4000.

2 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 Related Executory Contract with Real Estate Broker [Docket No. 427] (the Sale Motion ). 2 The Debtor, by and through its undersigned counsel, respectfully states: SUMMARY OF AMENDMENT 1. On August 3, 2015, the Debtor filed the Sale Motion seeking approval of the private sale of its interests in, inter alia, Unit 4J to Kevin Henry Guarino and Kayce Lyn Cronin (together, the Original Purchasers ), pursuant to that certain sale contract dated December 2, 2014, for $350,000 (the Original Offer ). Just prior to the August 25 hearing to consider the Sale Motion, New York Foundling Hospital ( Foundling ) expressed an interest in purchasing the Debtor s interest in Unit 4J, at a higher price, in order to return to possession a former FEGS patient, now a Foundling patient, who formerly occupied Unit 4J as tenant. As a result, the Debtor, in consultation with the Creditors Committee, advised the Court of Foundling s interest and adjourned the hearing as to the sale of Unit 4J to the next omnibus hearing, September On September 2, Foundling submitted an offer to the Debtor on substantially the same terms as the Original Offer, but for a purchase price of $375,000. The Debtor solicited the Original Purchasers for a higher or better offer; however, they declined to make one. Therefore, the Debtor, following consultation with the Creditors Committee, seeks approval of the private sale of Unit 4J to Foundling for $375,000 and upon such other terms set forth in Foundling s Contract (defined below). 3. Additionally, the Debtor seeks authority to reimburse the Original Purchasers actual expenses of approximately $3,700 which have been incurred in 2 Capitalized terms not defined herein are ascribed the meanings of such terms as set forth in the Sale Motion. 2

3 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 connection with the proposed sale. The Debtor has consulted with the Creditors Committee regarding the sale to Foundling and the expense reimbursement, and it has no objection to the same. Accordingly, the Debtor seeks entry of an Order, substantially in the form attached hereto as Exhibit 1 (a) approving the private sale of the Debtor s interest in Unit 4J to Foundling, free and clear of liens, claims, encumbrances and other interests, (b) authorizing the assignment of the proprietary lease to Foundling, and (c) authorizing the Debtor to pay at closing $3, to the Original Purchasers to reimburse them for out-of-pocket expenses. RELEVANT BACKGROUND 4. On August 3, 2015, the Debtor filed the Sale Motion seeking this Court s approval of, inter alia, the private sale of the Debtor s interests in two cooperative apartments, Units 1F and 4J, located at 125 W. 96th St., New York, New York (the Cooperative Apartments ) and scheduled a hearing regarding same for August 25, 2015 (the Sale Hearing ). 5. On August 21, 2015, the Debtor filed a notice adjourning the Sale Hearing solely with respect to Unit 4J [Docket No. 478]. 6. On August 25, 2015, the Debtor reported to the Court that Foundling had expressed interest in submitting a higher and better offer for Unit 4J and therefore the Debtor sought to adjourn the hearing as to Unit 4J. The Court approved the sale of Unit 1F as requested in the Sale Motion. 7. On August 28, 2015, the Court entered an Order approving the sale of Unit 1F [Docket No. 493]. 8. On September 2, 2015, the Debtor received a formal offer for Unit 4J from the Foundling (the Foundling Offer ) via letter dated September 2,

4 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 9. Subsequent to receipt of the Foundling Offer, counsel for the Debtor communicated with counsel for the Original Purchasers regarding the Foundling Offer and the Debtor s fiduciary duty to consider the same for the benefit of creditors. Counsel also inquired whether the Original Purchasers would be interested in submitting a competing offer for Unit 4J. The Original Purchasers recently advised Debtor s counsel that it did not wish to improve the Original Offer. 10. Accordingly, the Debtor and Foundling have executed a contract for the sale of Unit 4J (the Foundling Contract ), a copy of which is annexed hereto as Exhibit The Debtor hereby amends the Sale Motion to request the Court s approval of the private sale of Unit 4J to Foundling, along with the assignment of the proprietary lease, pursuant to the Foundling Contract. The Debtor also seeks, however, to reimburse the Original Purchasers out-of-pocket expenses, at the closing of sale, aggregating $3, The Original Purchasers shall have no other or further claims against the Debtor or its estate upon payment of same. PROPOSED SALE OF UNIT 4J TO FOUNDLING Until shortly before the Petition Date, Unit 4J was occupied by a FEGS patient who had lived in the unit for over ten years. Subsequent to the commencement of the Bankruptcy Case, as part of the wind down of the Debtor s operations, care of the resident was transferred to Foundling as part of an assignment of certain of the Debtor s programs. Foundling and the Office of People with 3 The summary of the Sale Agreement is provided for the convenience of the Court and parties in interest. In the event of any inconsistency between the summary in this Supplement and the terms of the Sale Agreement, the terms of the Sale Agreement shall govern. 4

5 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 Developmental Disabilities ( OPWDD ) seek to return that patient to his longtime home: Unit 4J. Foundling and the OPWDD (which is assisting Foundling to pay the purchase price) believe it is in the patient s best interest to be returned to Unit 4J as soon as possible. 13. Pursuant to the Foundling Contract, Foundling has agreed to pay $375,000 for Unit 4J on substantially the same terms and conditions as set forth in the Original Offer, with the following material changes. Purchase Price. $375,000. Deposit. $37,500 paid upon execution of the Founding Contract (the Deposit ). The Deposit shall become non-refundable (absent Debtor default) upon entry of a sale order substantially in the form annexed hereto as Exhibit 1. Board Approval. Foundling shall have one hundred twenty (120) days from entry of the sale order to obtain approval of the Co-op s Board. Foundling shall have the option to extend the approval period for an additional sixty (60) days by increasing its deposit by an additional 10%. If such approval is not obtained, the Deposit will be deemed forfeited to the Debtor as liquidated damages. Closing. Closing will occur thirty (30) days after the later of (i) Board approval, (ii) satisfaction of closing conditions set forth in the Contract, or (iii) entry of the Unit 4J Sale Order. Financing. There shall be no financing commitment. OPWDD has committed to advance to Foundling $345,000, and Foundling has adequate cash on hand to cover the remaining balance. RELIEF REQUESTED A. Approval of the Sale is Appropriate and in the Best Interests of the Debtor s Estate and Creditors 14. The Debtor submits that the value provided by the Foundling Contract is fair and reasonable in light of Citi s extensive marketing of the Cooperative Apartments, the current real estate market, and the fact that the only other interested party in Unit 4J, the Original Purchasers, will not submit a higher or better offer. As 5

6 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 such, the Debtor submits that the proposed sale of Unit 4J to Foundling offers the greatest benefit to the Debtor s estate (as well as to the former FEGS patient), and is an exercise of the Debtor s sound business judgment. B. A Private Sale is Appropriate 15. As described in the Sale Motion, the Debtor is seeking to transfer its interest in Unit 4J in a private sale without conducting an auction. Notice of the Sale Motion provided an opportunity for any interested party to propose an alternative transaction -- as evidenced by the Foundling Offer. The Original Purchasers are unwilling to increase the Original Offer, and no other party has expressed interest in Unit 4J. Accordingly, the Debtor respectfully requests that this Court approve the private sale to Foundling upon the terms of the Foundling Contract. C. Expense Reimbursement is Appropriate 16. The Debtor submits that an expense reimbursement for the Original Purchasers is appropriate under the circumstances. The Original Purchasers executed a sale agreement over nine months ago and effectively served as a stalking horse purchaser. The Original Purchasers expended time and expense in connection with the Original Offer, and the Original Offer served as minimum price on which the Debtor relied in executing the Foundling Contract. The Original Purchasers have provided the Debtor with evidence of actual expenses of $3, accrued in connection with its purchase of Unit 4J. An itemization of such expenses is annexed hereto as Exhibit 3. As such, and in light of the benefit the Original Offer provided the estate and the higher price to be obtained from Foundling, the Debtor submits that there is a compelling and sound justification for authorizing the payment of an expense reimbursement to the Original Purchasers, solely upon closing of the sale to Foundling. 6

7 Case reg Doc 507 Filed 09/22/15 Entered 09/22/15 14:00:50 NOTICE 17. Notice of this Supplement will be provided by first-class mail to (i) the U.S. Trustee; (ii) counsel for the Creditors Committee; (iii) counsel for Guarino/Cronin; (iv) the Corporation s managing agent; (v) any parties having filed a notice of appearance in this Chapter 11 Case; (vi) UJA and counsel thereto; (vii) the Debtor s known secured creditors and lien holders, including all creditors or their counsel known to the Debtor to assert a lien, claim, right, interest, or encumbrance of record against all or any portion of the Cooperative Apartments; (viii) and any applicable taxing authorities; and (ix) all other parties required to be served under the Case Management Order entered by this Court on March 31, 2015 [Dkt. No. 106] (collectively, the Notice Parties ). 18. The Debtor respectfully submits that such notice is sufficient and that no additional or further notice to the Notice Parties is required. WHEREFORE, the Debtor respectfully requests that the Court enter an order substantially in the form annexed hereto as Exhibit 1 and granting the relief requested herein, and such other and further relief as may be just and proper. Dated: New York, New York September 22, 2015 FEDERATION EMPLOYMENT AND GUIDANCE SERVICE, INC. D/B/A FEGS, Debtor and Debtor in Possession, By its Co-Counsel, TOGUT, SEGAL & SEGAL LLP By: /s/frank A. Oswald FRANK A. OSWALD ANTHONY F. PIRRAGLIA One Penn Plaza, Suite 3335 New York, New York (212)

8 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 EXHIBIT 1

9 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York (212) Frank A. Oswald Anthony F. Pirraglia Co-Counsel for Debtor And Debtor in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK x In re: FEDERATION EMPLOYMENT AND Chapter 11 GUIDANCE SERVICE, INC. d/b/a FEGS, 1 Case No (REG) Debtor x ORDER (A) APPROVING THE DEBTOR S SALE OF ITS INTEREST IN 125 WEST 96TH STREET, UNIT 4J, NEW YORK, NEW YORK FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, (B) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF PROPRIETARY LEASE, AND (C) AUTHORIZING REIMBURSEMENT OF ORIGINAL PURCHASERS EXPESNES Upon the motion (the Sale Motion ) of Federal Employment and Guidance Service, Inc. d/b/a FEGS as debtor and debtor in possession in this Chapter 11 case (the Debtor ), filed on August 3, 2015, and upon Debtor s Amendment to the Motion for an Order Approving the Sale of Its Interest in Cooperative Apartments at 125 West 96th Street, New York, New York as it Relates to Unit 4J (the Amendment ); 2 and this Court having reviewed the Sale Motion, the Amendment, the Foundling Contract and the declaration of Fern Hamberger in support of the Sale Motion; and notice of the Sale 1 2 The last four digits of the Debtor s federal tax identification number are Capitalized terms not defined herein are ascribed the meanings of such terms as set forth in the Sale Motion and Amendment. 2

10 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 Motion and the Amendment having been given to all parties entitled thereto; and the Creditors Committee having no objection to the requested relief; NOW, THEREFORE, upon the record of the hearing to approve the sale of Unit 4J (the Sale Hearing ), and after due deliberation thereon and good cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED THAT: A. This Court has jurisdiction over the Sale Motion, the Amendment and the relief requested therein pursuant to 28 U.S.C. 157 and This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (N). Venue of this case and the Sale Motion (as amended) in this district is proper under 28 U.S.C and B. The statutory predicates for the relief sought in the Sale Motion and the Amendment are sections 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004 and C. Proper, timely, adequate and sufficient notice of the Sale Motion, the declaration in support, the Amendment and the relief requested therein, the Sale Hearing, the sale, and the transactions described in the Foundling Contract (the Sale Transaction ) has been provided in accordance with the Bankruptcy Code and Bankruptcy Rules to all parties entitled to receive notice, including: (i) the U.S. Trustee; (ii) counsel for the Creditors Committee; (iii) counsel for the Original Purchasers; (iv) the Corporation s managing agent; (v) any parties having filed a notice of appearance in this Chapter 11 Case; (vi) UJA and counsel thereto; (vii) the Debtor s known secured creditors and lien holders, including all creditors or their counsel known to the Debtor to assert a lien, claim, right, interest, or encumbrance of record against all or any portion of Unit 4J; (viii) and any applicable taxing authorities; and (ix) all other parties required to be served under the Case Management Order entered 3

11 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 by this Court on March 31, 2015 [Dkt. No. 106]. The notice described above is good, sufficient, and appropriate under the circumstances, and no other notice is required. D. The sale of Unit 4J, as set forth in the Sale Motion and the Amendment, was non-collusive and proposed and executed in good faith as a result of arm's length negotiations between the Debtor and Foundling. E. The Debtor has full corporate power and authority to consummate the Sale Transaction pursuant to the Foundling Contract and all other documents contemplated thereby, and no consents or approvals, other than any such documents expressly provided for in the Foundling Contract, are required for the Debtor to consummate the Sale Transaction. F. Approval of the Foundling Contract and consummation of the Sale Transaction are in the best interest of the Debtor and its estate, and the terms and conditions of the Foundling Contract are fair and reasonable. The consideration provided by Foundling for Unit 4J (i) is fair and reasonable, (ii) is the highest or best offer for Unit 4J, (iii) will provide a greater recovery for the Debtor s creditors than would be provided by any other practical available alternative, and (iv) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable non-bankruptcy law. G. Foundling is a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to all of the protections afforded thereby. H. Unit 4J constitutes property of the Debtor s estate and the Debtor is the sole and lawful owner of Unit 4J, and holds good title thereto. The transfer of Unit 4J to Foundling will be a legal, valid, and effective transfer of Unit 4J, and will vest Foundling with all right, title, and interest of the Debtor in and to Unit 4J free and clear 4

12 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 of all liens, claims, interests, obligations, rights, charges and encumbrances. Foundling shall have no liability for any claims against or liabilities of the Debtor or its estate. I. The Debtor may sell Unit 4J free and clear of all liens, claims, interests, and encumbrances (collectively, Liens ), because one or more of the standards set forth in section 363(f)(1) (5) has been satisfied with regard to each such Lien, Claim and/or Interest. Those non-debtor parties with Liens in or with respect to Unit 4J who did not object, or who withdrew their objections to the Sale Transaction or the sale of Unit 4J, as set forth in the Sale Motion and Amendment, are deemed to have consented to the sale of Unit 4J free and clear of those non-debtor parties Liens pursuant to section 363(f)(2) of the Bankruptcy Code. Those non-debtor parties with Liens who objected to the Sale Motion or the Amendment, but who did not withdraw any such objection, can be compelled to accept a monetary satisfaction of their liens, claims or interests within the meaning of Section 363(f)(5) of the Bankruptcy Code. J. There is a compelling and sound justification for reimbursement of the Original Purchasers actual expenses, totaling $3,715.19, upon the closing of the sale to Foundling. NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: General Provisions 1. The Sale Motion, as amended, is hereby granted and the sale of Unit 4J, pursuant to the Foundling Contract, is hereby approved as set forth herein. Approval of the Foundling Contract 2. Based upon the record before the Court, and Foundling s offer for Unit 4J, as embodied in the Foundling Contract, is the highest or otherwise best offer for Unit 4J. 5

13 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 3. The Sale Transaction, and the terms and conditions and transactions contemplated by the Foundling Contract are hereby authorized and approved pursuant to section 363(b) of the Bankruptcy Code. 4. The Debtor is authorized to consummate the Sale Transaction pursuant to and in accordance with the terms and conditions of the Foundling Contract. 5. This Order shall be binding in all respects upon (a) the Debtor, (b) the estate, (c) all creditors, (d) all holders of Liens whether known or unknown against Unit 4J, (e) Foundling and all successors and assigns of Foundling (f) any trustees, if any, subsequently appointed in the Debtor s chapter 11 case or upon a dismissal or conversion of this case under chapter 7 of the Bankruptcy Code. This Order and the Foundling Contract shall inure to the benefit of the Debtor, its estate and creditors, Foundling and the respective successors and assigns of each of the foregoing. Transfer of Unit 4J 6. The conditions of section 363(f) of the Bankruptcy Code have been satisfied in full; therefore, the Debtor may sell Unit 4J free and clear of any Liens against Unit 4J. 7. Pursuant to section 363(f) of the Bankruptcy Code, upon the Closing, Unit 4J (and good and marketable title to Unit 4J) and all of the Debtor s rights, title and interest therein shall be transferred to Foundling free and clear of all Liens with all such Liens to attach to the net cash proceeds of the Sale Transaction in the order of their priority, with the same validity, force and effect which they now have as against Unit 4J, subject to any claims and defenses, setoffs or rights of recoupment the Debtor may possess with respect thereto. 6

14 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 8. The transfer of Unit 4J to Foundling pursuant to the Foundling Contract constitutes a legal, valid, and effective transfer of Unit 4J, and shall vest Foundling with all right, title, and interest of the Debtor in and to Unit 4J. Sale Proceeds 9. The proceeds of the Sale Transaction (including the amount of the Deposit) shall be distributed: first, to pay the costs and expenses incurred by the Debtor in connection with the Sale Transaction (excluding legal fees), including, without limitation, the commission owing pursuant to the Broker Agreement, in the amount of 5% of the purchase price, all taxes and/or assessments levied and assessed against the land, which are due and payable, if any, subject to the Order Authorizing Debtors to Employ Professionals Utilized in the Ordinary Course of Business [Docket No. 260]; and second, to reimburse the Original Purchasers for actual out of pocket expenses in the amount of $3,715.19; provided, however, that upon such reimbursement, the Original Purchasers shall have no further claims against the Debtor or its estate. All other sale proceeds shall be remitted to the Debtor to be held pending further order of this Court. Assumed Proprietary Lease 10. To the extent that the Debtor s sale of the estate s interest in the Proprietary Lease constitutes an assumption and assignment of the Proprietary Lease, the Debtor is authorized to assume and assign the Proprietary Lease to Foundling. 11. The Corporation is deemed to have been provided with adequate assurance of future performance under Bankruptcy Code 365(b)(1)(C) and (f)(2), and the assumption of the Proprietary Lease is approved in accordance with Bankruptcy Code 365(a). 7

15 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 Additional Provisions 12. This Sale Order (a) shall be effective as a determination that, upon the Closing, all Liens with respect to Unit 4J have been transferred to the Proceeds of Sale, and that the conveyances described herein have been effected, and (b) shall be binding upon all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to Unit 4J. 13. Each and every federal, state, and local governmental agency or department or office is hereby directed to accept this Sale Order and any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Foundling Contract. 14. This Court hereby retains exclusive jurisdiction to enforce and implement the terms and provisions of the Foundling Contract, all amendments and riders thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith in all respects including, but not limited to, retaining jurisdiction to (a) compel delivery of Unit 4J to Foundling in accordance with the terms of the Foundling Contract, (b) resolve any dispute, controversy or claim arising under or related to the Foundling Contract, or the breach thereof and (c) interpret, implement, and enforce the provisions of this Sale Order or the Foundling Contract and resolve any disputes related thereto. 8

16 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00: Foundling is a purchaser in good faith of Unit 4J and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy Code. Accordingly, any reversal or modification on appeal of the authorization provided herein to consummate the Sale Transaction shall not affect the validity of the Sale Transaction to Foundling. 16. The terms and provisions of the Foundling Contract and this Sale Order shall be binding in all respects upon, and shall inure to the benefit of, the Debtor, its estate and creditors, Foundling, and any of such parties respective affiliates, designees, successors, and assigns, and shall be binding in all respects upon all of the Debtor s creditors, and all persons and entities receiving notice of the Sale Motion, the Amendment and/or the Sale Hearing as well as on any trustee(s), examiner(s), or receiver(s). 9

17 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 EXHIBIT 2

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33 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 EXHIBIT 3 Date Description Amount 10/31/14 Attorney Retainer $ /12/14 Appraisal /02/15 Application Fee /07/15 Title Insurance /15/15 Storage Unit /15/15 Storage Unit /15/15 Storage Unit /15/15 Storage Unit /15/15 Storage Unit /13/15 Update Appraisal /15/15 Storage Unit /18/15 Application Fee /15/15 Storage Unit Total $3, * Purchasers vacated their prior premises in contemplation of closing sale with the Debtor and placed certain of their personal possessions in storage.

34 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York (212) Frank A. Oswald Brian Moore Anthony Pirraglia HEARING DATE: October 20, 2015 AT 10:00 AM (EST) OBJECTIONS DUE: October 15, 2015 AT 4:00 PM (EST) Co-Counsel for Debtor And Debtor in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK x In re: FEDERATION EMPLOYMENT AND Chapter 11 GUIDANCE SERVICE INC. d/b/a FEGS, Case No (REG) Debtor x NOTICE OF HEARING TO CONSIDER DEBTOR S AMENDED MOTION, PURSUANT TO, INTER ALIA, SECTIONS 363 AND 365 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002, 6004 AND 6006, FOR AN ORDER (A) APPROVING THE DEBTOR S SALE OF ITS INTEREST IN A COOPERATIVE APARTMENT LOCATED AT 125 W. 96th ST., UNIT 4J, NEW YORK, NEW YORK, FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS (B) AUTHORIZING THE ASSUMPTION OF PROPRIETARY LEASE AND (C) AUTHORIZING REIMBURSEMENT OF ORIGINAL PURCHASERS EXPENSES PLEASE TAKE NOTICE THAT a hearing will be held before the Honorable Robert E. Grossman, United States Bankruptcy Judge, on October 20, 2015 at 10:00 a.m. Eastern Time in Room 860 of the United States Bankruptcy Court for the Eastern District of New York (the Bankruptcy Court ), 290 Federal Plaza, Central Islip, New York 11722, or as soon thereafter as counsel can be heard, to consider the Amended Motion dated as of September 21, 2015 of Federation Employment and Guidance Service, Inc., d/b/a FEGS (the Debtor ) for entry of an order: (a) approving

35 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 the Sale of the Debtor s interests in a cooperative apartment, Unit 4J, located at 125 W. 96 th St, New York, New York free and clear of liens, claims, encumbrances and other interests to New York Foundling Hospital ( Foundling ); (b) authorizing the assumption and assignment of the Proprietary Lease to the Foundling; and (c) authorizing the Debtor to reimburse the Original Purchasers out-of-pocket expenses at closing (the Amended Motion ). 1 PLEASE TAKE FURTHER NOTICE that objections, if any, to the Amended Motion must be made in writing, stating in detail the reasons therefore, and must be filed with the Clerk of the Bankruptcy Court, with paper copies delivered to Bankruptcy Judge Grossman s Chambers, and served upon: (i) Togut, Segal & Segal LLP, co-counsel for the Debtor, One Penn Plaza, Suite 3335, New York, New York 10119, Attn: Frank A. Oswald, Esq.; (ii) the United States Trustee for the Eastern District of New York, Alfonse D Amato Federal Courthouse, 560 Federal Plaza, Central Islip, NY 11722, Attn: Christine H. Black, Esq.; (iii) the Official Committee of Unsecured Creditors, by its counsel Pachulski Stang Ziehl & Jones LLP, 780 Third Ave, 36 th Floor, New York, New York 11017, Attn: Robert J Feinstein, Esq.; (iv) counsel for the Foundling, Moritt Hock & Hamroff LLP, 400 Garden City Plaza, Garden City, New York 10123, Attn: Seth Stein, Esq.; (v) counsel for the Original Purchasers, Law Firm of Alexander Suslensky, P.C., 120 East 37 th Street, New York, New York 10016, Attn: Alex Suslensky, Esq.; (vi) the Corporation s managing agent, Century Management Services, Inc., 440 Ninth Avenue, 15 th Floor, New York, New York 10001; (vii) any parties having filed a notice of appearance in this Chapter 11 Case; (viii) UJA 1 Capitalized terms not defined herein shall have the same meaning ascribed to them in the Amended Motion. 2

36 Case reg Doc Filed 09/22/15 Entered 09/22/15 14:00:50 and counsel thereto, Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York 10153, Attn: Stephan Karotkin, Esq.; (ix) the Debtor s known secured creditors and lien holders, including all creditors or their counsel known to the Debtor to assert a lien, claim, right, interest, or encumbrance of record against all or any portion of the Cooperative Apartments; (x) and any applicable taxing authorities; and (xi) all other parties required to be served under the Case Management Order entered by this Court on March 31, 2015 [Dkt. No. 106] so that they are actually received by the aforementioned parties not later than 4:00 p.m. on October 15, 2015 (the Objection Deadline ). Objections not timely served and filed may not considered by the Court. PLEASE TAKE FURTHER NOTICE that the hearing to consider the Amended Motion may be adjourned from time to time, without further written notice to any party. DATED: New York, New York September 22, 2015 TOGUT, SEGAL & SEGAL LLP By: /s/frank A. Oswald FRANK A. OSWALD BRIAN MOORE ANTHONY PIRRAGLIA One Penn Plaza, Suite 3335 New York, New York (212) Co-Counsel for the Debtor and Debtor in Possession 3

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