shl Doc 169 Filed 12/02/13 Entered 12/02/13 13:17:04 Main Document Pg 1 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

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1 Pg 1 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK )( In Re: Chapter 11 Case No (SHL) Jointly Administered METRO AFFILIATES, INC., et al., Debtors )( FREEPORT UNION FREE SCHOOL DISTRICT, Movant, v. COURTESY BUS COMPANY, INC., Respondent ~ )( E)( PARTE MOTION OF THE MOVANT FREEPORT UNION FREE SCHOOL DISTRICT FOR AN ORDER SHORTENING THE NOTICE PERIOD FOR CERTAIN EMERGENCY RELIEF FROM THE AUTOMATIC STAY BACKGROUND 1. Freeport Union Free School District is a public school district with its principal place of business located at 235 North Ocean Avenue, FreepOli, New York Upon information and belief, the Debtor, Courtesy Bus Company, Inc., a subsidiary of Atlantic Express, Inc., is a New York corporation with its principal place of business located at 7 North Street, Staten Island, New York On November 4, 2013 (the "Petition Date"), Courtesy Bus and 39 other debtors filed with the Court their respective voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, commencing the above-captioned Chapter 11 cases (collectively, the "Chapter 11 cases").

2 Pg 2 of Upon information and belief, the Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to 11 U.S.C. 1107(a) and Upon information and belief, no trustee or examiner has been appointed. 6. On November 7, 2013, the Court entered orders authorizing the joint administration of these Chapter 11 cases. 7. The Debtor provides student transportation for the above-captioned School District. 8. Intervention of this Court is required at this time given the Debtor's dire financial condition. Debtor recently published that it anticipates a complete and permanent shutdown of its operations, including termination of all of its employees at particular locations on Long Island, on or about December 31, Moreover, the Debtor's ability to provide transportation service is uncertain at best based upon the Debtor's application for a sale of all, or substantially all, of its assets. 10. The School district faces significant harm if they are unable to provide transportation for its students beyond December 31, Accordingly, the School District requires immediate relief from the automatic stay. 12. Unless the School District can exercise the right terminate the Contract, the School District will be unable to plan to adequately provide safe, effective, and reliable student transportation. RELIEF REQUESTED 13. By this Motion, the School District requests the immediate entry of an order shortening the 21-day notice period provided under paragraph 32 of the Case Management

3 Pg 3 of 13 Order such that the relief requested in the Emergency Motion may be heard at a hearing on December 16, 2013 at 10:30 a.m. (ET), and requiring that objections to the Emergency Motions, if any, be filed with the Court no later than December 10,2013 at 4:00 p.m. (ET). 14. Paragraph 23 of the Case Management Order permits parties to request shortened notice periods. 15. For the reasons described in the Affirmation of Joseph Madsen in support of the School District's motion for relief from the automatic stay, a copy of which is attached hereto as Exhibit" A," the School District believes that shortening notice as requested herein is warranted under the circumstances and adequate to provide interested parties with an opportunity to respond to the relief requested in the Emergency Motions. JURISDICTION AND VENUE 16. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C Consideration of this matteris a core proceeding pursuant to 28 U.S.C. 157(b). 18. Venue is proper before this Court pursuant to 28 U.S.C and NO PRIOR REOUEST 19. No prior request for the relief sought in this Motion has been made to this or any other Court.

4 Pg 4 of 13 WHEREFORE. the Movant respectfully requests that the Court (a) enter an order substantially in the form attached hereto as Exhibit B, granting the relief requested herein; and (b) grant such other and further relief to the Movants as the Court may deem proper. Dated: Hauppauge, New York November 27, 2013 AN SMITH, LLP otor Parkway, Suite 400 auppauge, New York (631) JMadsen@ingermansmith.com

5 Pg 5 of 13 EXHIBIT A

6 Pg 6 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK )( InRe: Chapter 11 Case No (SHL) Jointly Administered METRO AFFILIATES, INC., et a1., Debtors )( FREEPORT UNION FREE SCHOOL DISTRICT, Movant, v. COURTESY BUS COMPANY, INC., Respondent )( ATTORNEY AFFIRMATION IN SUPPORT OF THE MOTION OF MOVANT FREEPORT UNION FREE SCHOOL DISTRICT FOR RELIEF FROM AUTOMATIC STAY JOSEPH E. MADSEN, an attorney admitted to practice law in the United States District Court for the Southern District of New York affirms the following under penalty of perjury that: 1. I am a member of the firm of Ingerman Smith, L.L.P., counsel to the movant, Freeport Union Free School District (hereinafter referred to as the "School District"). 2. As such, I am familiar with the facts and circumstances surrounding the within proceeding and make this affirmation in support of the School District's application for relief from the automatic stay. 3. This Court is respectfully referred to the accompanying Affidavit of James Robinson, Executive Director of Business for the School District in support of the instant application.

7 Pg 7 of The instant motion arises out of the voluntary petition for relief pursuant to Chapter 11 of the United States Bankruptcy Code and is necessitated by the fact that the Debtor has published that it anticipates a complete and permanent shutdown of operations at certain Long Island Locations, including permanent termination of its employees, effective on or about December 31, Pursuant to sections 362 (d)(i) and (2), and 365 of Title 11 of the U.S. Bankruptcy Code, the movant and creditor in the above-captioned case, by this motion seeks relieffrom the automatic stay to: (1) exercise all rights including, without limitation, termination of the Student Transportation Contract (the "Contract") between the School District and Courtesy Bus Company, Inc. (the "Debtor" andlor "Courtesy Bus"), and to reserve all of its rights pertaining to said Contract; and (2) for such other and further relief that this Court deems just and equitable. 6. Intervention of this Court is required at this time given the Debtor's dire financial condition. Debtor recently published that it anticipates a complete and permanent shutdown of its operations, including termination of all of its employees at particular locations on Long Island, on or about December 31, See Exhibit "A" attached to the Robinson Affidavit. 7. Moreover, the Debtor's ability to provide transportation service is uncertain at best based upon the Debtor's application for a sale of all, or substantially all, of its assets. 8. The School district faces significant harm if they are unable to provide transportation for its students beyond December 31, Accordingly, the School District requires immediate relief from the automatic stay. 10. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C Consideration of this matter is a core proceeding pursuant to 28 U.S.C. 157(b). -2-

8 Pg 8 of Venue is proper before this Court pursuant to 28 U.S.C and Unless the School District is granted the relief requested, the Debtor's financial condition and the uncertainty of its continued performance poses a significant risk to the School District, its students, parents, and taxpayers. 14. Unless the School District can terminate the Contract, the School District will be unable to adequately provide safe, effective, and reliable student transportation. 15. The School District seeks the relief requested herein based on the following: BACKGROUND 16. Freeport Union Free School District is a public school district with its principal place of business located at 235 NOith Ocean Avenue, Freeport, New York Upon information and belief, the Debtor, Courtesy Bus Company, Inc., a subsidiary of Atlantic Express, Inc., is a New York corporation with its principal place of business located at 7 North Street, Staten Island, New York On November 4, 2013 (the "Petition Date"), Courtesy Bus and 39 other debtors filed with the Court their respective voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, commencing the above-captioned Chapter 11 cases (collectively, the "Chapter 11 cases"). 19. Upon information and belief, the Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to II U.S.C (a) and Upon information and belief, no trustee or examiner has been appointed. 21. On November 7, 2013, the Court entered orders authorizing the joint administration ofthese Chapter 11 cases. 22. Upon information and belief, to secure student transportation the School District sought proposals for student transportation through a Request for Proposal ("RFP") process. -3-

9 Pg 9 of Upon information and belief, on or about May 24, 2007, the School District entered into a Student Transportation Contract with the Debtor and it will terminate at the conclusion ofthe school year. See Exhibit "B" ofthe Robinson Affidavit. RELIEF REQUESTED Qrder Granting Relief from the Automatic Stay for Movants to have the Right to Terminate the Contract 24. Cause exists for the Court to grant the Movants relief from the automatic stay in order to exercise all rights including, without limitation, tennination of the Contract, and to reserve all of its rights pertaining to said Contract. 25. Pursuant to section 362 of the Bankruptcy Code, upon request of a party in interest, the Court can grant relief from the stay if there is inadequate protection of an interest in the property of a party in interest; the debtor does not have equity in the property; and the property is unnecessary to an effective reorganization. 11 U.S.C. 362 (d) (2013). 26. The Debtor cannot provide the adequate protection of the interest as contemplated by section 362 (d)(1) as it anticipates a complete and permanent shutdown of its operations and termination of all of its employees at certain locations on Long Island, effective on or about December 31, The School District is unable to plan for and navigate their transportation requirements given this undisputed lack of reliability and uncertainty of the Debtor. 28. The Debtor also lacks equity in its Contract with the School District and no evidence exists that the Contract is required for an effective reorganization. 29. As evidenced by the Debtors' Motion seeking, inter alia, orders approving sale, auction, and assumption procedures, the Debtor is seeking to sell all, or substantially all, of its assets and related transactions. -4-

10 Pg 10 of Additionally, upon information and belief, the Debtor does not have financing which extends beyond December 31, Given this lack of financing, coupled with the Debtor's published representation that it anticipates a complete and permanent shutdown of its operations and termination of all of its employees at certain locations on Long Island, it is evident that Debtor will be unable to perform transportation services beyond December 31, For all of the foregoing reasons and pursuant to sections 362 (d)(1) and (2), 365 and Bankruptcy Rule 6006, the School District respectfully requests relief from the automatic stay to: (1) exercise all rights including, without limitation, termination of the Contract, and to reserve all of its rights pertaining to said Contract; and (2) for such other and further relief that this Court deems just and equitable. Dated: Hauppauge, New York November 27, 2013 By: FREEPORT UNION FREE SC~tJL)ISTRICT L/ #r1~ ~J C Josljiadsen, Esq. (8143) n9frnrman SMITH, LLP 150 Motor Parkway, Suite 400 Hauppauge, New York (631) JMadsen@ingermansmith.com -5-

11 Pg 11 of 13 EXHIBITB

12 Pg 12 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK J( InRe: Chapter II Case No (SHL) Jointly Administered METRO AFFILIATES, INC., et al., Debtors J( FREEPORT UNION FREE SCHOOL DISTRICT, Movant, v. COURTESY BUS COMPANY, INC., Respondent J( ORDER SHORTENING THE NOTICE PERIOD FOR CERTAIN EMERGENCY RELIEF FROM THE AUTOMATIC STAY This matter coming before the Court on the Ex Parte Motion of the Movant for an Order Shortening the Notice Period for Certain Emergency Relief Related from the Automatic Stay by the above-captioned Movant; the Court having reviewed the Motion; the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C and 157, (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b) and (iii) notice of the Motion was sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion establish good cause for the relief granted herein; IT IS HEREBY ORDERED THAT: I. The Motion is GRANTED as set forth herein.

13 Pg 13 of Pursuant to Bankruptcy Rules 4001(d)(1) and 9006(c)(I) and Local Bankruptcy Rule , the notice and objection periods for the Emergency Motion is Shortened as set forth herein. 3. The 21-day notice period provided under paragraph 32 of the Case Management Order is shortened so that the relief requested in the Emergency Motion may be heard at a hearing on December 16,2013 at 10:30 a.m. (ET), and requiring that objections to the Emergency Motions, if any, be filed with the Court no later than December 10, 2013 at 4:00 p.m. (ET). 4. This Court shall retain jurisdiction to resolve all matters relating to, or arising in connection with, the interpretation and/or implementation of this Order. Dated: New York, New York December, 2013 HON. SEANH. LANE