UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION. Chapter 11

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1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION In re: THI SELLING CORPORATION, f/k/a TOTAL HOCKEY, INC., et al., 1 Debtors. Case No Chapter 11 (Jointly Administered) ORDER (I) APPROVING PAYMENT OF ADMINISTRATIVE EXPENSES AND UNSECURED PRIORITY CLAIMS; (II) APPROVING PRO RATA DISTRIBUTIONS ON ACCOUNT OF GENERAL UNSECURED CLAIMS; (III) AUTHORIZING THE DESTRUCTION, ABANDONMENT, OR OTHER DISPOSITION OF REMAINING RECORDS AND DOCUMENTS; (IV) APPROVING DISMISSAL OF THE DEBTORS CHAPTER 11 CASES; AND (V) GRANTING RELATED RELIEF Upon the motion [Docket No. 462] (the Motion ) 2 of the Debtors for entry of an order, pursuant to 105(a), 305, 349, 363(b)(1), 554(a) and 1112(b) of title 11 of the United States Code (as amended, the Bankruptcy Code ), and rules 1017, 2002 and 6007 of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ), for entry orders (i) approving payment of administrative expenses and unsecured priority claims; (ii) approving pro rata distributions on account of general unsecured claims; (iii) authorizing the destruction, abandonment or other disposition of remaining records and documents; (iii) dismissing the Debtors Chapter 11 Cases, and (v) granting related relief, as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being 1 The Debtors in these cases, along with the last four digits of each Debtors federal tax identification number, are: THI Selling Corporation (f/k/a Total Hockey, Inc.) (4010); PBC Selling Corporation (f/k/a Player s Bench Corporation) (8085); and Hipcheck, L.L.C. (4406). The Debtors mailing address is 3120 Riverport Tech Center Dr., Maryland Heights, MO Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

2 proper in this district pursuant to 28 U.S.C and 1409; and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice is necessary; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and the Court having determined that the legal and factual bases set forth in the Motion and the supporting declaration establish just cause for the relief granted herein; and upon all the proceedings had before the Court; and after due deliberation thereon; and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Debtors are authorized and directed to pay the allowed administrative expenses and unsecured priority claims listed on Exhibit Nos. 1 and 2 attached hereto as set forth in the Motion. 3. If any holder of an administrative expense arising on or after August 17, 2016 (other than Professional fees and expenses) failed to file a request for allowance and payment of such expense and have such request heard by the Court prior to entry of this Order, such expense is disallowed and such holder shall receive no payment on account thereof. 4. The Debtors are authorized and directed to make pro rata distributions on account of the allowed general unsecured claims listed on Exhibit No. 3 attached hereto as set forth in the Motion. 5. The Debtors are authorized and directed to pay the outstanding allowed amounts of the Professionals fees and expenses set forth in their final fee applications upon entry of orders of this Court approving such applications as set forth in the Motion. 2

3 6. The Debtors are authorized and directed to establish the Professional Fee Reserve in the amount of $325,000 as set forth in the Motion. The Debtors are authorized to pay from the Professional Fee Reserve the reasonable fees and expenses of the Professionals arising on and after October 1, 2016, as set forth in the Motion without further order of this Court. 7. The Debtors are authorized and directed to establish the Governmental Claim Reserve in the amount of $75,000 as set forth in the Motion. The Debtors are authorized to pay from the Governmental Claim Reserve any Governmental Claims that are filed or otherwise asserted against the Debtors after the entry of this Order through the Governmental Claim Bar Date which the Debtors determine in their business judgment are properly allowed without further order of this Court. If and to the extent that any Governmental Claims filed or asserted after the entry of this Order exceed the Governmental Claim Reserve and any available, unallocated funds in the Debtors possession as of the Governmental Claim Bar Date, the Debtors are authorized and directed to make pro rata distributions on account of such claims from the Governmental Claim Reserve and such other available funds in full and complete satisfaction of such claims. 8. The Debtors are authorized and directed to establish a reserve for the benefit of any and all holders of allowed administrative expenses, unsecured priority claims and general unsecured claims that fail to cash their distribution checks, to hold such unclaimed distributions. If and to the extent such holders fail to claim their distributions on or before March 31, 2017, such holders shall cease to be entitled to their respective distributions, their respective administrative expenses and claims shall be deemed disallowed, and their respective unclaimed distributions shall be deemed forfeited. After such date, the Debtors shall be authorized and 3

4 directed to donate and transfer to a charity or charities to be selected by the Debtors in consultation with the Committee, all such unclaimed funds as well as any remaining funds in the Professional Fee Reserve, the Governmental Claim Reserve, or such other reserve(s) established by the Debtors as set forth in the Motion, or any other funds then in the Debtors possession, custody and control. 9. The Debtors are authorized to destroy, abandon, or otherwise dispose of the Remaining Documents in their discretion, and to make all payments necessary to effectuate such destruction. 10. Any party not objecting to the relief requested in the Motion is barred from asserted any claims against the Debtors except as expressly provided herein and will be deemed to have accepted the distributions to be made pursuant to this Order. 11. As soon as reasonably practicable following the payment of allowed administrative expenses and unsecured priority claims, payment of Professional fees and expenses approved by the Court, payment of U.S. Trustee fees, establishment of reserves, and pro rata distributions on account of allowed general unsecured claims as set forth in the Motion, the Debtors shall be authorized to file the Certification attesting that the foregoing matters have been completed and requesting entry of the Dismissal Order. 12. The Debtors shall cause the Certification to be served on the general service list established in these Chapter 11 Cases, including the U.S. Trustee, but shall not be required to send the Certification to the Debtors entire matrix of creditors and parties-ininterest. 13. Notwithstanding section 349 of the Bankruptcy Code, all prior orders, stipulations, settlements, rulings, orders and judgments of this Court made during the course 4

5 of these Chapter 11 Cases shall remain in full force and effect, shall be unaffected by the dismissal of the Chapter 11 cases, and are specifically preserved for purposes of finality of judgment and res judicata. 14. Upon the dismissal of these Chapter 11 Cases, Rust Consulting/Omni Bankruptcy, the Debtors claims and noticing agent ( Rust Omni ), shall be relieved of its responsibilities as the Debtors claims and noticing agent in these cases; provided, however, that Rust Omni shall provide the services described in this paragraph and shall be entitled to charge to the Debtors the fees and costs it incurs in providing such services. Within fourteen (14) days of entry of the Dismissal Order, Rust Omni shall (a) forward to the Clerk of the Court an electronic version of all imaged claims, (b) upload the creditor mailing list into CM/ECF, (c) docket a combined final claims register containing claims against each Debtor, and (d) box and transport all original claims to the Federal Records Center as identified by the Clerk of this Court and docket a completed SF 135 Form indicating the accession and location numbers of the archived claims. 15. Neither the Debtors, the Committee, nor any of their respective present or former directors, officers, employees, shareholders, members (including ex officio members), partners, attorneys, consultants, advisors and agents (in each case, acting in such capacities), shall have or incur any liability to any person for any act taken or omitted to be taken in good faith in connection with or related to the Debtors Chapter 11 Cases or the formation, preparation, dissemination, implementation or consummation of the Motion (other than an act in contravention of the Motion or the implementation of this Order or any contract, instrument, release, agreement or document created or entered into, or any other act taken or omitted to be taken in good faith in connection with the Debtors Chapter 11 Cases, the Motion or this 5

6 Order, except for any claim or cause of action arising from the fraud, gross negligence or willful misconduct of such party. 16. Upon dismissal of the Debtors Chapter 11 Cases, the Debtors are authorized to take any action required or advisable under applicable non-bankruptcy law to effectuate the dissolution of THI Selling Corporation (f/k/a Total Hockey, Inc.); PBC Selling Corporation (f/k/a Player s Bench Corporation); and Hipcheck, L.L.C., including preparation of tax returns, execution and/or filing of any required certificate of dissolution, certificate of cancellation, or similar instrument with applicable state governmental authorities. 17. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be immediately effective and enforceable upon its entry. 18. The Debtors are authorized to take any and all actions necessary to effectuate the relief granted pursuant to this Order. 19. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, or enforcement of this Order. Dated:, 2016 St. Louis, Missouri THE HONORABLE CHARLES E. RENDLEN, III UNITED STATES BANKRUPTCY JUDGE 6

7 Order prepared by: Polsinelli PC Matthew S. Layfield, MO S. Fourth Street Suite 100 St. Louis, MO Telephone: (314) Facsimile: (314) and James E. Bird (admitted pro hac vice) Andrew J. Nazar (admitted pro hac vice) 900 W. 48 th Place Suite 900 Kansas City, MO Telephone: (816) Facsimile: (816) and Jerry L. Switzer, Jr. (admitted pro hac vice) 161 N. Clark Street Suite 4200 Chicago, IL Telephone: (312) Facsimile: (312) Counsel for the Debtors and Debtors in Possession 7

8 EXHIBIT NO. 1 ALLOWED 503(b)(9) CLAIMS

9 EXHIBIT NO. 2 ALLOWED UNSECURED PRIORITY CLAIMS

10 EXHIBIT NO. 3 ALLOWED GENERAL UNSECURED CLAIMS

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