shl Doc 745 Filed 02/03/14 Entered 02/03/14 14:43:20 Main Document Pg 1 of 9

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1 Pg 1 of 9 One Bryant Park New York, New York Tel: (212) Fax: (212) Lisa G. Beckerman Rachel Ehrlich Albanese Michael P. Cooley 1333 New Hampshire Avenue, N.W. Washington, DC Tel: (202) Fax: (202) Scott L. Alberino (Admitted Pro Hac Vice) Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Presentment Date: February 5, 2014 at 12:00 pm Objection Deadline: February 5, 2014 at 10:00 am In re: METRO AFFILIATES, INC., et al., 1 Debtors. Chapter 11 Case No (SHL) Jointly Administered NOTICE OF PRESENTMENT OF STIPULATION AND AGREED ORDER RETURNING CERTAIN COLLATERAL TO LIENHOLDER (PEOPLE S CAPITAL & LEASING CORP.) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal taxpayer identification number, are: 180 Jamaica Corp. (7630); Amboy Bus Co., Inc. (2363); Atlantic Escorts, Inc. (8870); Atlantic Express Coachways, Inc. (2867); Atlantic Express New England, Inc. (4060); Atlantic Express of California, Inc. (5595); Atlantic Express of Illinois, Inc. (5759); Atlantic Express of LA, Inc. (1639); Atlantic Express of Missouri, Inc. (3116); Atlantic Express of New Jersey, Inc. (8504); Atlantic Express of Pennsylvania, Inc. (0330); Atlantic Express Transportation Corp. (4567); Atlantic Queens Bus Corp. (0276); Atlantic Paratrans of NYC, Inc. (1114); Atlantic Paratrans, Inc. (3789); Atlantic Transit, Corp. (5121); Atlantic-Hudson, Inc. (3439); Block 7932, Inc. (3439); Brookfield Transit, Inc. (8247); Courtesy Bus Co., Inc. (5239); Fiore Bus Service, Inc. (1233); Groom Transportation, Inc. (7208); G.V.D. Leasing, Inc. (0595); James McCarty Limo Services, Inc. (8592); Jersey Business Land Co. Inc. (3850); K. Corr, Inc. (4233); Merit Transportation Corp. (8248); Metro Affiliates, Inc. (0142); Metropolitan Escort Service, Inc. (9197); Midway Leasing, Inc. (7793); R. Fiore Bus Service, Inc. (3609); Raybern Bus Service, Inc. (9412); Raybern Capital Corp. (6990); Raybern Equity Corp. (3830); Robert L. McCarthy & Son, Inc. (4617); Staten Island Bus, Inc. (6818); Temporary Transit Service, Inc. (0973); Atlantic Express of Upstate New York Inc. (1570); Transcomm, Inc. (4493); and Winsale, Inc. (2710). The Debtors service address at Metro Affiliates, Inc. s corporate headquarters is 7 North Street, Staten Island, NY

2 Pg 2 of 9 PLEASE TAKE NOTICE that the undersigned will present the annexed Stipulation and Agreed Order Returning Collateral to Lienholder (People s Capital & Leasing Corp.) (the Proposed Stipulation ) for signature to the Honorable Sean H. Lane, United States Bankruptcy Judge, on February 5, 2014, at 12:00 pm prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Proposed Stipulation must be made in writing and received by chambers of the Honorable Sean H. Lane, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York and shall be filed with the Court of the Bankruptcy Court and served in accordance with the Order Pursuant to 11 U.S.C. 105(a) and (d) and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures, entered on November 13, 2013 (the Case Management Order ) [ECF No. 65] no later than 10:00 am prevailing Eastern Time on February 5, 2014 (the Objection Deadline ). Unless objections are received by that time, the Proposed Stipulation may be signed and entered without a hearing. PLEASE TAKE FURTHER NOTICE that if any response or objection to the Proposed Stipulation is timely filed by the Objection Deadline, a hearing will be scheduled before the Honorable Sean H. Lane, United States Bankruptcy Judge, Courtroom 701, United States Bankruptcy Court, One Bowling Green, New York, New York

3 Pg 3 of 9 New York, NY Dated: February 3, 2014 /s/ Lisa G. Beckerman One Bryant Park New York, New York Tel: (212) Fax: (212) Lisa G. Beckerman Rachel Ehrlich Albanese Michael P. Cooley 1333 New Hampshire Avenue, N.W. Washington, DC Tel: (202) Fax: (202) Scott L. Alberino Counsel to the Debtors and Debtors in Possession 3

4 Pg 4 of 9 One Bryant Park New York, New York Tel: (212) Fax: (212) Lisa G. Beckerman Rachel Ehrlich Albanese Michael P. Cooley 1333 New Hampshire Avenue, N.W. Washington, DC Tel: (202) Fax: (202) Scott L. Alberino (Admitted Pro Hac Vice) Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METRO AFFILIATES, INC., et al., 1 Debtors. Chapter 11 Case No (SHL) Jointly Administered STIPULATION AND AGREED ORDER RETURNING COLLATERAL TO LIENHOLDER (PEOPLE S CAPITAL & LEASING CORP.) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal taxpayer identification number, are: 180 Jamaica Corp. (7630); Amboy Bus Co., Inc. (2363); Atlantic Escorts, Inc. (8870); Atlantic Express Coachways, Inc. (2867); Atlantic Express New England, Inc. (4060); Atlantic Express of California, Inc. (5595); Atlantic Express of Illinois, Inc. (5759); Atlantic Express of LA, Inc. (1639); Atlantic Express of Missouri, Inc. (3116); Atlantic Express of New Jersey, Inc. (8504); Atlantic Express of Pennsylvania, Inc. (0330); Atlantic Express Transportation Corp. (4567); Atlantic Queens Bus Corp. (0276); Atlantic Paratrans of NYC, Inc. (1114); Atlantic Paratrans, Inc. (3789); Atlantic Transit, Corp. (5121); Atlantic-Hudson, Inc. (3439); Block 7932, Inc. (3439); Brookfield Transit, Inc. (8247); Courtesy Bus Co., Inc. (5239); Fiore Bus Service, Inc. (1233); Groom Transportation, Inc. (7208); G.V.D. Leasing, Inc. (0595); James McCarty Limo Services, Inc. (8592); Jersey Business Land Co. Inc. (3850); K. Corr, Inc. (4233); Merit Transportation Corp. (8248); Metro Affiliates, Inc. (0142); Metropolitan Escort Service, Inc. (9197); Midway Leasing, Inc. (7793); R. Fiore Bus Service, Inc. (3609); Raybern Bus Service, Inc. (9412); Raybern Capital Corp. (6990); Raybern Equity Corp. (3830); Robert L. McCarthy & Son, Inc. (4617); Staten Island Bus, Inc. (6818); Temporary Transit Service, Inc. (0973); Atlantic Express of Upstate New York Inc. (1570); Transcomm, Inc. (4493); and Winsale, Inc. (2710). The Debtors service address at Metro Affiliates, Inc. s corporate headquarters is 7 North Street, Staten Island, NY

5 Pg 5 of 9 This Stipulation is entered into as of February 3, 2014 by and among Metro Affiliates, Inc. and the other debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), People s Capital & Leasing Corp. (the Lienholder ) and, together with the Debtors, the Parties ). The Parties hereby stipulate and agree as follows: RECITALS WHEREAS, Lienholder and Atlantic Express Transportation Corp., Amboy Bus Co., Inc., and Courtesy Bus Co., Inc. (the Debtor-Borrowers ) are parties to that certain Master Loan and Security Agreement No. 3071, dated June 6, 2012 (the Loan ), pursuant to which Lienholder provided the Debtor-Borrowers with financing secured by approximately fifty-one (51) school buses (the Loan Collateral ); and WHEREAS, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) on November 4, 2013; and WHEREAS, the Office of the United States Trustee appointed an official committee of unsecured creditors of the Debtors (the Committee ) on November 13, 2013; and WHEREAS, on November 4, 2013, the Debtors filed the Debtors Motion Pursuant to 11 U.S.C. 105, 363, 364, 365, 503 and 507 and Rules 2002, 4001, 6004, 6006, 9008 and 9014 of the Federal Rules of Bankruptcy Procedure Seeking Entry of Orders (I) Approving (A) Bid Procedures (the Bid Procedures ), (B) Notice of Sale, Auction and Sale Hearing, (C) Assumption Procedures and Related Notices; and (II) Approving the Sale of the Debtors Assets [ECF No. 19] (the Sale Motion ); 2 and WHEREAS, on November 22, 2013, the Court entered an order [ECF No. 122] (the Bid Procedures Order ) approving the Bid Procedures in the form annexed to the Bid Procedures 2 Capitalized terms used but not defined herein have the meanings assigned to them in the Sale Motion. 2

6 Pg 6 of 9 Order and setting a date for the Sale Hearing; and WHEREAS, the Auction commenced on December 11, 2013 and has concluded with respect to the Debtors assets except that the Auction was adjourned with respect to assets used in the operations of Atlantic Express of Pennsylvania, Inc., Atlantic Express of California, Inc. and Atlantic Express of L.A., Inc.; and WHEREAS, certain of the Loan Collateral, as more fully identified on Schedule 1 hereto, was not selected to be purchased by any Successful Bidder at the Auction (the Unsold Collateral ); and WHEREAS, Lienholder asserts one or more claims in respect of the Loan, the Loan Collateral, and the Unsold Collateral; and WHEREAS, the Debtors have determined that the indebtedness due under the Loan and secured by the Unsold Collateral is equal to or greater than the orderly liquidation value of the Unsold Collateral, such that there is little or no equity value remaining in the Unsold Collateral for the estate; and WHEREAS the Parties have agreed to stipulate and agree to the return of the Unsold Collateral to the Lienholder as the Debtors have no equity in the Unsold Collateral and such Unsold Collateral is not necessary for an effective reorganization; and WHEREAS, Wells Fargo, N.A., as postpetition lender to the Debtors, has consented to the return of the Unsold Collateral on the terms set forth in this Stipulation; NOW, THEREFORE, the Parties agree as follows, subject to Court approval: AGREEMENT 1. To the extent necessary or applicable to permit the consummation of the transactions described herein, the Unsold Collateral is deemed no longer subject to the 3

7 Pg 7 of 9 protections of 11 U.S.C. 362(a) effective as of the earlier of (i) the date on which the Unsold Collateral is returned to or recovered by Lienholder and (ii) the date this Stipulation is So Ordered by the Court (the Effective Date ). 2. The Lienholder shall take possession of the Collateral within seven (7) business days after the Effective Date and the Debtors shall provide Lienholder current addresses for the Unsold Collateral; provided, however, that the Debtors may consent, in their discretion, to deliver the Unsold Collateral to the Lienholder. 3. Nothing contained in this Stipulation shall be construed as a waiver by the Debtors or the Committee of the right to review any claim or proof of claim filed or asserted by the Lienholder and, where appropriate, to object to the allowance of any or all of the Claims or the characterization of any portion of such Claims as secured or unsecured. 4. All time periods set forth in this Stipulation shall be calculated in accordance with Fed. R. Bankr. P. 9006(a). 5. The Debtors are authorized and empowered to take all actions they deem necessary to implement the terms of this Stipulation. 4

8 Pg 8 of 9 Dated: New York, New York February 3, 2014 METRO AFFILIATES, INC. for itself and each of its Debtor affiliates PEOPLE S CAPITAL & LEASING CORP. By: /s/ Lisa G. Beckerman By: /s/ Theresa A. Driscoll AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York Tel: (212) Fax: (212) Lisa G. Beckerman Rachel Ehrlich Albanese MORITT HOCK & HAMROFF LLP 400 Garden City Plaza Garden City, NY Tel: (516) Fax: (516) Theresa A. Driscoll Counsel to People s Capital & Leasing Corp. Counsel to the Debtors and Debtors in Possession SO ORDERED. Dated: February, 2014 SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE 5

9 Pg 9 of 9 SCHEDULE 1 COLLATERAL VIN Veh# OLV 4DRBUAAN0DB $45, DRBUAAN87B $23,800.00