Case 14-11848-MFW Doc 168 Filed 09/04/14 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Phoenix Payment Systems, Inc., Case No. 14-11848 (MFW Debtor. Re: Docket Nos. 11, 95 & 126 Obj. Deadline: Sept. 18, 2014 at 4:00 p.m. (EDT SUPPLEMENTAL NOTICE OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES WHICH MAY BE ASSUMED AND ASSIGNED, PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE, IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL OF THE DEBTOR S ASSETS AND THE PROPOSED CURE AMOUNTS WITH RESPECT THERETO PLEASE TAKE NOTICE THAT: 1. On August 4, 2014, the above captioned debtor and debtor in possession (the Debtor filed the Debtor s Motion to (A Establish Bidding Procedures Related to the Sale of Substantially All of the Debtor s Assets, Approve Related Bid Protections and Establish Notice Procedures for Determining Cure Amounts, and (B Approve the Sale of Substantially All of the Debtor s Assets and Assume and Assign Certain Executory Contracts and Unexpired Leases [Docket No. 11] (the Motion 1 with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court, 824 N. Market Street, 3 rd Floor, Wilmington, Delaware 19801. 2. On August 26, 2014, the Bankruptcy Court entered an order [Docket No. 95] (i establishing bidding and auction procedures in connection with the sale of substantially all of the Debtor s assets (the Purchased Assets ; (ii approving bid protections, including a break-up fee and expense reimbursement, for EPX Acquisition Company, LLC (the Proposed Purchaser, which is an affiliate of North American Bancard, LLC, in accordance with that certain Asset Purchase Agreement, dated July 31, 2014 (the Stalking Horse Agreement, for the purchase of the Purchased Assets; (iii scheduling an auction (the Auction and setting a date and time for a sale hearing (the Sale Hearing for the sale of the Purchased Assets (the Sale, and approving the form and manner of notice thereof; (iv establishing procedures (the Cure Procedures for the assumption and assignment of contracts ( Contracts and leases ( Leases, including notice of proposed cure amounts (the Cure Amounts ; and (v granting certain related relief. By the Motion, the Debtor further requests that, at the Sale Hearing, subject to the results of the Auction, the Court enter an order (i approving and authorizing the Sale; and (ii authorizing the assumption and assignment of the Contracts and Leases. 1 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion. For a copy of the Motion, please visit the website of the Debtor s claims and noticing agent, Rust Consulting/Omni Bankruptcy, www.omnimgt.com/epx.
Case 14-11848-MFW Doc 168 Filed 09/04/14 Page 2 of 3 3. On August 29, 2014, the Debtor filed the Notice of Executory Contracts and Unexpired Leases Which May Be Assumed and Assigned, Pursuant to Section 365 of the Bankruptcy Code, in Connection with the Sale of Substantially All of the Debtor s assets and the Proposed Cure Amounts with Respect Thereto [Docket No. 126] (the Cure Notice 4. In accordance with the Cure Procedures, the Debtor is hereby supplementing the Cure Notice and delivering this notice (the Supplemental Cure Notice identifying (i (a those additional Contracts and Leases which may be assumed by the Debtor and assigned as part of the Sale or (b additional information relating to the Contracts and Leases listed in the Cure Notice; and (ii the proposed cure amount (the Cure Amount for each Contract and Lease identified on the Supplemental Cure Notice. 5. You have been identified as a party to a Contract or Lease that the Debtor may seek to assume and assign as part of the Sale. The Contract or Lease with respect to which you have been identified as a non-debtor counterparty, and the corresponding proposed Cure Amount, if any, has been set forth on Exhibit 1 attached hereto. 6. Subject to the last sentence of paragraph 7 below, objections, if any, to the proposed Cure Amount or the assumption and assignment of any Contract or Lease listed on the Supplemental Cure Notice must be made in writing, filed with the Bankruptcy Court, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801, and served so as to be received by the following parties on or before 4:00 p.m. (prevailing Eastern Time on September 18, 2014 (the Cure Objection Deadline : (i the Debtor s counsel, Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins and Russell C. Silberglied; (ii the Debtor, 1201 N. Market Street, Wilmington, Delaware 19801 (Attn: Michael E. Jacoby; (iii counsel to the Proposed Purchaser, (a Berkowitz, Trager & Trager, LLC, 8 Wright Street, Westport, Connecticut 06880 (Attn: David A. Greenberg and (b Young, Conaway, Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801 (Attn: Joseph M. Barry; (iv counsel to the Bancorp Bank ( Bancorp, Foley & Lardner LLP, 90 Park Avenue, New York, NY 10016 (Attn: Douglas E. Spelfogel and Richard J. Bernard; (v proposed counsel to the Creditors Committee, Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068 (Attn: Sharon L. Levine and Wojciech F. Jung; and (vi the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: Benjamin A. Hackman (collectively, the Notice Parties. The objection must set forth (i the basis for the objection, (ii the exact amount the party asserts as the Cure Amount, and (iii sufficient documentation to support the Cure Amount alleged. 7. Adequate assurance information for the Proposed Purchaser is available by contacting counsel to the Proposed Purchaser, (i Berkowitz, Trager & Trager, LLC, 8 Wright Street, Westport, Connecticut 06880 (Attn: David A. Greenberg and (ii Young, Conaway, Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801 (Attn: Joseph M. Barry. Any non-debtor party to a Contract or Lease listed on Exhibit 1 hereto that wishes to object to the Proposed Purchaser s ability to provide adequate assurance of future performance, must file such objection by the Cure Objection Deadline and serve such objection on the Notice Parties so that such objection is actually received by such parties by such deadline. If the Winning Bidder is not the Proposed Purchaser, any non-debtor party to a Contract or Lease 2
Case 14-11848-MFW Doc 168 Filed 09/04/14 Page 3 of 3 listed on Exhibit 1 hereto that wishes to object to such Winning Bidder s ability to provide adequate assurance of future performance may do so at the Sale Hearing. 8. If an objection is timely filed or made, as applicable, by the applicable objection deadline, a hearing with respect to such objection will be held before The Honorable Mary F. Walrath, United States Bankruptcy Judge, at the Bankruptcy Court, 824 N. Market Street, 5th Floor, Courtroom 4, Wilmington, Delaware 19801, at the Sale Hearing, which is scheduled for September 23, 2014 at 10:30 a.m. (prevailing Eastern Time, or at a later hearing, as determined by the Debtor, subject to the Bankruptcy Court s calendar. A hearing regarding the Cure Amount, if any, may be continued at the sole discretion of the Debtor. 9. UNLESS YOU FILE AN OBJECTION TO THE CURE AMOUNT AND/OR THE ASSUMPTION OR ASSIGNMENT OF YOUR CONTRACT OR LEASE IN ACCORDANCE WITH THE INSTRUCTIONS AND DEADLINES SET FORTH HEREIN, YOU SHALL BE (A BARRED FROM OBJECTING TO THE CURE AMOUNT SET FORTH ON EXHIBIT 1, (B ESTOPPED FROM ASSERTING OR CLAIMING ANY CURE AMOUNT AGAINST THE DEBTOR, BANCORP, THE WINNING BIDDER OR ANY OTHER ASSIGNEE OF THE RELEVANT CONTRACT OR LEASE THAT IS GREATER THAN THE CURE AMOUNT SET FORTH ON EXHIBIT 1 AND (C DEEMED TO HAVE CONSENTED TO THE ASSUMPTION AND/OR ASSIGNMENT OF YOUR CONTRACT OR LEASE (SUBJECT TO YOUR ABILITY TO OBJECT TO WHETHER THE WINNING BIDDER (OTHER THAN THE PROPOSED PURCHASER CAN PROVIDE ADEQUATE ASSURANCE OF FUTURE PERFORMANCE. 10. The presence of a Contract or Lease listed on Exhibit 1 attached hereto does not constitute an admission that such contract or lease is an executory contract or unexpired lease or that such contract or lease will be assumed and assigned as part of the Sale. The Debtor reserves all of its rights, claims and causes of action with respect to the Contracts and Leases listed on Exhibit 1 attached hereto. Date: September 4, 2014 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Marisa A. Terranova Mark D. Collins (No. 2981 Russell C. Silberglied (No. 3462 Paul N. Heath (No. 3704 Zachary I. Shapiro (No. 5103 920 N. King Street Wilmington, Delaware 19801 Telephone: 302-651-7700 Facsimile: 302-651-7701 Email: collins@rlf.com silberglied@rlf.com heath@rlf.com shapiro@rlf.com Counsel for the Debtor and Debtor in Possession 3
Case 14-11848-MFW Doc 168-1 Filed 09/04/14 Page 1 of 2 EXHIBIT 1 Schedule of Contracts, Leases and Cure Amounts
Case 14-11848-MFW Doc 168-1 Filed 09/04/14 Page 2 of 2 CREDITOR ADDRESS1 ADDRESS2 ADDRESS3 DESCRIPTION Cure Amount Advantage Micro Group 150 S Camino Seco Ste 118 Tucson, AZ 85710 4473 Service Contract for Avast Antivirus $0.00 Digital Warehouse 989 Avenue of Americas 12th Floor New York, NY 10018 Service Contract for SmartNet # 93107128, 93150731 $0.00 ebusinessmantra PO Box 943 Norton, MA 02766 Service Contract for Acunetix $0.00 Expert Plan PO Box 28450 New York, NY 10087 8450 401k Administrator $0.00 Highmark Delaware BCBS Spending Account PO Box 535048 Pittsburgh PA 15253 5048 Spending Account $0.00 Highmark Delaware Group BCBS PO Box 382162 Pittsburgh PA 15251 8162 Health Insurance $0.00 Insight 6820 S. Hart Ave. Tempe, AZ 85283 4318 Fatpipe Support Service Contract $0.00 Insight 6820 S. Hart Ave. Tempe, AZ 85283 4318 HP Day One Contract for Production Servers and Disk Subsytems $0.00 Insight 6820 S. Hart Ave. Tempe, AZ 85283 4318 Kemp Load Balancing Support Contract $0.00 Insight 6820 S. Hart Ave. Tempe, AZ 85283 4318 NetApp Support (AZNTAPCA, AZANTAPCB, DENTAPCA $0.00 Insight 6820 S. Hart Ave. Tempe, AZ 85283 4318 NetApp Support (AZNTAPCC, AZNTAPCD $0.00 Insight PO Box 731069 Dallas, TX 75373 Windows 7 Professional Desktop Operating system $0.00 Insight PO Box 731069 Dallas, TX 75373 Windows 2008 Data Center Standard Server Operating system Data Center Class $0.00 Insight PO Box 731069 Dallas, TX 75373 Windows 2008 Server Server Operating system Standard Server Class $0.00 Insight PO Box 731069 Dallas, TX 75373 Windows 2003 Server Server Operating system Standard Server Class $0.00 Intercept, Inc. 3150 Holcomb Bridge Road, Suite 200 Norcross, GA 30071 Settlement Agreement and Mutual Release $0.00 IPS Solutions, LLC Spear Tower, Suite 700 One Market Street San Francisco, CA 94105 Settlement Agreement and Mutual Release $0.00 John Hancock 197 Claredon St. Boston, MA 02116 Term Life Insurance Policy #0114 on Raymond Moyer $0.00 Lexcel Solutions, Inc. 4410 N. Scottsdale Blvd., Suite 360 Scottsdale, AZ 85251 Confidential Settlement Agreement and Mutual Release $0.00 Lexcel, Inc. 4410 N. Scottsdale Blvd., Suite 360 Scottsdale, AZ 85251 Confidential Settlement Agreement and Mutual Release $0.00 Met Life PO Box 804466 Kansas City, MO 64180 4466 Dental $0.00 MetLife Vol Disability PO Box 8500 3895 Philadelphia, PA 19178 3895 Disability $0.00 MSDN Valencia, CA 91380 9988 Dallas, TX 75373 MSDN Developer Software Bundles Subcription $0.00 New England Life Insurance Company PO Box 7250 Johnstown, PA 15907 7250 Term Life Insurance Policy #8710 on Alec Dollarhide $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Oracle Linux Support Contract #18147041 $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Oracle Repository Subscriptions (2 $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Oracle Software Update License & Support (63660 AZ $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Oracle Software Update License & Support (63660 DR $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Goldengate Update License & Support (63660 $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Processor Perpetual $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Software Update License and Support (5/31/13 5/30/14 $0.00 Oracle PO Box 203448 Dallas, TX 75320 3448 Software Update License and Support (9/22/13 9/21/14 $0.00 Oracle Support Services PO Box 203448 Dallas, TX 75320 3448 Technical Support Services and Benefits $0.00 Prime Pay 1487 Dunwoody Drive West Chester, PA 19380 Payroll Proccessing $0.00 Protegrity Corporation 5 High Ridge Park Road Stamford, CT 06905 Settlement and Patent License Agreement $0.00 SHI 290 Davidson Ave. Somerset, NJ 08873 Tenable Nessus Subscription $0.00 SHI 1301 South Mo Pac Expressway, Suite 375 Austin, TX 78746 Vault Professional Maintenance $0.00 SHI 290 Davidson Ave Somerset NJ 08873 Marlin: Fishbowl Software $0.00 SHI 290 Davidson Ave Somerset NJ 08873 Office 2010 Software Suite: Outlook, MS word, Execl,etc $0.00 SHI 290 Davidson Ave Somerset, NJ 08873 Windows 7 Ultimate Desktop Operating system $0.00 Sun Life PO Box 7247 0381 Philadelphia, PA 19170 0381 Life, Disability, STD and LTD $0.00 Unum Provident PO Box 403748 Atlanta GA 30384 3748 Optional Life $0.00 Vision Benefits of America PO Box 640272 Pittsburgh PA 15264 0272 Vision Plan $0.00 Page 1 of 1