Case 1:09-bk Doc 502 Filed 02/03/10 Entered 02/03/10 19:53:12 Desc Main Document Page 1 of 16

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1 Document Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF RHODE ISLAND In re: Chapter 11 UTGR, INC. d/b/a TWIN RIVER, et al., 1 Case No (ANV Debtors. Jointly Administered NOTICE OF DEBTORS SECOND MOTION FOR ENTRY OF AN ORDER EXTENDING EXCLUSIVE PERIODS TO FILE AND SOLICIT VOTES FOR A CHAPTER 11 PLAN PURSUANT TO SECTION 1121(D OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that a hearing on the Debtors Second Motion For Entry of an Order Extending Exclusive Periods to File and Solicit Votes for a Chapter 11 Plan Pursuant to Section 1121(d of the Bankruptcy Code (the Motion will be held before the Honorable Arthur N. Votolato, Bankruptcy Judge of the United States Bankruptcy Court for the District of Rhode Island (the Bankruptcy Court, at the United States Bankruptcy Court on 380 Westminster St., Providence, Rhode Island, 02903, on February 16, 2010 at 1:00 p.m. (prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that any objections or other appropriate response to the Motion must comply with the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules and the Local Bankruptcy Rules and Forms for the United States Bankruptcy Court for the District of Rhode Island (the Local Bankruptcy Rules and must be set forth in a writing describing the basis therefore. Additionally, all objections to the Motion 1 The Debtors in these chapter 11 cases are BLB Management Services, Inc., BLB Worldwide Holdings, Inc., and UTGR, Inc.

2 Document Page 2 of 16 must be (a filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Court s case filing system, (b delivered in hard copy form in an unsealed envelope to the chambers of the Honorable Judge Arthur N. Votolato, United States Bankruptcy Court, 380 Westminster St., Providence, Rhode Island, and marked Chambers Copy, not later than the next business day following the date on which such Motion is electronically filed, and (c served by first-class mail upon each of the following: (i the Debtors and their counsel; (ii the Office of the United States Trustee for the District of Rhode Island; (iii applicable local, state, and federal regulatory entities; (iv counsel to the Administrative Agents for the First and Second Lien Lenders; (v counsel to the equity sponsors; (vi counsel to those certain contractors who have asserted mechanic s liens against the Debtors; (vii the Internal Revenue Service; (viii the Securities and Exchange Commission; and (ix counsel to the Official Committee of Unsecured Creditors, so as to be actually received no later than February 11, 2010 at 4:00 p.m. (prevailing Eastern Time. 2

3 Document Page 3 of 16 Dated: February 3, 2010 Providence, Rhode Island WINOGRAD, SHINE & ZACKS, P.C. Allan M. Shine (Bar No Dyer Street Providence, RI Telephone: ( Facsimile: ( and - KIRKLAND & ELLIS LLP /s/ Paul M. Basta Paul M. Basta (Admitted pro hac vice Stephen E. Hessler (Admitted pro hac vice 601 Lexington Avenue New York, NY Telephone: ( Facsimile: ( paul.basta@kirkland.com stephen.hessler@kirkland.com Counsel for the Debtors and Debtors in Possession 3

4 Document Page 4 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF RHODE ISLAND In re: Chapter 11 UTGR, INC. d/b/a TWIN RIVER, et al., 1 Case No (ANV Debtors. Jointly Administered DEBTORS SECOND MOTION FOR ENTRY OF AN ORDER EXTENDING EXCLUSIVE PERIODS TO FILE AND SOLICIT VOTES FOR A CHAPTER 11 PLAN PURSUANT TO SECTION 1121(D OF THE BANKRUPTCY CODE The above-captioned debtors and debtors in possession (collectively, the Debtors file this motion (the Motion for entry of an order, substantially in the form attached hereto as Exhibit A, extending the Debtors exclusive periods to file a chapter 11 plan and to solicit votes thereon. In support of this Motion, the Debtors respectfully state as follows. Preliminary Statement 1. As described in greater detail below, the relief sought herein is purely precautionary, insofar as the Court has approved the Debtors Second Amended Disclosure Statement 2 and the Debtors are presently commencing solicitation of creditors votes on their reorganization plan which the Debtors are confident will be confirmed on a largely (if not entirely consensual basis in mid-march. Accordingly, the Debtors intend and hope not to have to utilize an exclusivity extension. Nonetheless, because it is hypothetically possible albeit 1 The Debtors in these chapter 11 cases are BLB Management Services, Inc., BLB Worldwide Holdings, Inc., and UTGR, Inc. 2 Notice of Filing of Second Amended Disclosure Statement, filed on January 26, 2010 [Docket No. 489] (the Second Amended Disclosure Statement.

5 Document Page 5 of 16 highly unlikely that circumstances could arise that require the Debtors to file and solicit votes on a further amended plan, the Debtors are compelled to seek a modest extension of their exclusive ability to do so. 2. More specifically, since filing these Chapter 11 Cases less than eight months ago, the Debtors have made substantial progress towards the completion of their successful restructuring. Most significantly, on January 26, 2010, the Debtors filed their Second Amended Disclosure Statement and Second Amended Plan 3 with the full support of their key stakeholders; including the First Lien Lenders, the Official Committee of Unsecured Creditors (the Creditors Committee, and Dimeo Construction Company ( Dimeo, as demonstrated by the global resolution (the Global Resolution reached on January 25, Pursuant to the Global Resolution, among other things, the Debtors have agreed to pay unsecured creditors 65% of their allowed claims (or up to $2,500 through a convenience class, and the First Lien Lenders, the Creditors Committee and Dimeo have agreed to support the Second Amended Plan. The Global Resolution also resolved the United States Trustee for the District of Rhode Island s (the U.S. Trustee objection to the Disclosure Statement. 3. The hearing on confirmation of the Second Amended Plan is scheduled for March 16, 2010 (the Plan Confirmation Hearing. The Debtors currently have the exclusive right to file a plan of reorganization through February 28, 2010 (the First Exclusive Filing Period and the exclusive right to solicit votes on a plan of reorganization through April 30, 2010 (the First 3 Notice of Filing of Second Amended Plan, filed on January 26, 2010 [Docket No. 487] (the Second Amended Plan. 4 Notice of Filing of Exhibit 7 to the Supplement to Debtors Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, filed on February 1, 2010 [Docket No. 498]. 2

6 Document Page 6 of 16 Exclusive Solicitation Period and together with the First Exclusive Filing Period, the First Exclusive Periods The Debtors are cautiously optimistic their Second Amended Plan will be confirmed. That said, the Debtors also believe it is prudent to safeguard exclusivity in the (improbable event it should become necessary to file and solicit votes on a further amended plan, and therefore seek to extend the First Exclusive Filing Period to June 30, 2010 or approximately one year after the June 23, 2009 petition date (the Second Exclusive Filing Period and the First Exclusive Solicitation Period to August 31, 2010 (the Second Exclusive Solicitation Period and together with the Second Exclusive Filing Period, the Second Exclusive Periods. Jurisdiction 5. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b(2. Venue in this Court is proper pursuant to 28 U.S.C and The statutory basis for the relief requested herein is section 1121(d of title 11 of the United States Code (the Bankruptcy Code. 5 Order Extending Debtors Exclusive Periods to File and Solicit Votes For a Chapter 11 Plan Pursuant to Section 1121(d of the Bankruptcy Code, entered on October 13, 2009 [Docket No. 351]. 3

7 Document Page 7 of 16 Background A. The Debtors Chapter 11 Cases 8. On June 23, 2009 (the Petition Date, each of the Debtors commenced a case (collectively, the Chapter 11 Cases under chapter 11 of the Bankruptcy Code by filing a voluntary petition for relief with the United States Bankruptcy Court for the District of Rhode Island (the Court. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these Chapter 11 Cases. The Court has granted procedural consolidation and joint administration of these Chapter 11 Cases [Docket No. 27]. On April 30, 2009, the U.S. Trustee appointed the Creditors Committee [Docket No. 85]. B. The Debtors Restructuring Efforts 9. As described in the First Exclusivity Motion, 6 the primary focus of the Debtors restructuring efforts has been achieving the terms of the agreement reached prepetition among the Debtors, the First Lien Lenders, and the Executive Branch of the State of Rhode Island that provides for the elimination of nearly $300 million of secured debt obligations and the obtainment of certain legislative actions to enhance the reorganized Debtors financial viability (the Restructuring Agreement. To that end, the Debtors filed their Plan, Disclosure 6 See Debtors Motion for Entry of an Order Extending Exclusive Periods to File and Solicit Votes for a Chapter 11 Plan Pursuant to Section 1121(d of the Bankruptcy Code, filed on September 30, 2009 [Docket No. 329] (the First Exclusivity Motion. 4

8 Document Page 8 of 16 Statement, and Disclosure Statement Motion on December 15, Notably, only three parties filed objections to the Disclosure Statement Motion the U.S. Trustee, the Creditors Committee and Dimeo. 8 To respond to the Disclosure Statement objections, the Debtors filed an Omnibus Response 9 and First Amended Plan of Reorganization and First Amended Disclosure Statement On the eve of the hearing on the Disclosure Statement Motion, the Debtors and their key constituencies reached agreement on the Global Resolution, further resolving the Disclosure Statement objections and significantly ensuring the path towards a consensual confirmation process. 11 Again, the Debtors subsequently filed their Second Amended Disclosure 7 Debtors Motion for Entry of an Order (I Approving the Disclosure Statement, (II Establishing a Record Date for the Holders of Claims to Vote on the Plan, (III Approving the Solicitation Packages and Procedures for the Distribution Thereof, (IV Approving the Forms of Ballots and Manner of Notice, (V Establishing Procedures for Voting on the Plan, and (VI Scheduling a Hearing and Establishing Notice and Objection Procedures for the Confirmation of the Plan, filed on December 15, 2009 [Docket No. 443] (the Disclosure Statement Motion ; Debtors Disclosure Statement Pursuant to Chapter 11 of the Bankruptcy Code, filed on December 15, 2009 [Docket No. 444] (the Disclosure Statement ; and Debtors Joint of Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, filed on December 15, 2009 [Docket No. 445] (the Plan. 8 Objection of the United States Trustee to Debtors Motion for Entry of an Order Approving Disclosure Statement, filed on January 12, 2010 [Docket No. 468]; Objection of the Official Committee of Unsecured Creditors to Debtors Motion for Entry of an Order (I Approving the Disclosure Statement, (II Establishing a Record Date for the Holders of Claims to Vote on the Plan, (III Approving the Solicitation Packages and Procedures for the Distribution Thereof, (IV Approving the Forms of Ballots and Manner of Notice, (V Establishing Procedures for Voting on the Plan, and (VI Scheduling a Hearing and Establishing Notice and Objection Procedures for the Confirmation of the Plan, filed on January 12, 2010 [Docket No. 464]; Objection of Dimeo Construction Company to Debtors Motion for Entry of an Order Approving Disclosure Statement, filed on January 12, 2010 [Docket No. 466]. 9 Debtors Omnibus Response to Objections to Disclosure Statement, filed on January 22, 2010 [Docket No. 480] (the Omnibus Response. 10 Notice of Filing of First Amended Disclosure Statement and First Amended Plan of Reorganization, filed on January 22, 2010 [Docket No. 479]. 11 Specifically, the Global Resolution provides for: 5 (Continued

9 Document Page 9 of 16 Statement and Second Amended Plan incorporating the terms of the Global Resolution. On January 28, 2010, the Court entered an order approving the Debtors Second Amended Disclosure Statement, 12 and the Debtors are presently commencing solicitation of the Second Amended Plan. 65% recovery to general unsecured creditors and a convenience class of $2,500, which distribution shall be paid (x in equal installments on each of the Effective Date (as defined in the Second Amended Plan and December 20, 2010 or (y if the Effective Date occurs in 2011, in a single installment on the Effective Date. The Creditors Committee and Dimeo shall immediately withdraw their objections to the Disclosure Statement. The Global Resolution resolves the objection of the U.S. Trustee. The Creditors Committee shall provide a customary letter representing that the Committee supports the Second Amended Plan and urges unsecured creditors to vote in favor of the Second Amended Plan, which letter shall be included with the solicitation materials for the Second Amended Disclosure Statement. The Creditors Committee shall immediately voluntarily dismiss without prejudice its complaint against and adversary proceeding commenced on January 15, 2010 against the First Lien Agent and other parties. This adversary proceeding may only be re-filed, and may only re-assert the identical causes of action stated in the complaint filed on January 15, 2010, if the Effective Date of the Second Amended Plan does not occur. The Debtors shall not assert, and no other party to the Global Resolution shall seek derivative standing to assert on the Debtors behalf, any claims to avoid as preferential any transfers made by the Debtors within 90 days of the Petition Date. The parties to the Global Resolution shall support the immediate entry of an order approving the Second Amended Disclosure Statement, as amended in accordance with this Global Resolution. The parties to the Global Resolution shall support the scheduling of a hearing no later than March 16, 2010 regarding the confirmation of the Second Amended Plan. The Second Amended Plan, as amended in accordance with the Global Resolution, and the Restructuring Agreement shall be supported by the First Lien Agent, the Creditors Committee, and Dimeo. Unless the parties to the Global Resolution agree otherwise, the terms of the Global Resolution shall no longer be binding upon them if the Effective Date of the Second Amended Plan does not occur. 12 Order (I Approving Disclosure Statement; (II Establishing Record Date For Voting on Plan of Reorganization, (III Approving Solicitation Packages and Procedures For Distribution Thereof, (IV Approving Forms of (Continued 6

10 Document Page 10 of While agreement on the Global Resolution and approval of the Second Amended Disclosure Statement represent the most recent milestones of the Chapter 11 Cases, since the First Exclusivity Motion, the Debtors have also achieved other significant accomplishments, including: obtaining Court approval for the settlement agreement by and between the Debtors, the R.I. Greyhound Owners Association, Inc. (the RIGOA, and Merrill Lynch Capital Corporation, which consensually resolved the litigation over the Rejection Motion, fixed the RIGOA s claims against the Debtors estates, and secured the RIGOA s support for the Debtors reorganization plan; 13 consensually rejected another burdensome executory contract and secured additional savings for the Debtors estates; 14 and received final approval for the Debtors use of cash collateral. 15 Relief Requested 12. By this Motion, the Debtors respectfully request entry of the proposed order, extending the Debtors exclusive right to file a chapter 11 plan through June 30, 2010, and to solicit votes for such plan through August 31, 2010, without prejudice to the Debtors right to seek additional extensions for cause shown. Ballots and Manner of Notice, (V Establishing Procedures for Voting on Plan, and (VI Establishing Notice and Objection Procedures for Confirmation of Plan, entered on January 28, 2010 [Docket No. 493]. 13 Debtors Motion for Entry of an Order Authorizing Rejection of Executory Contract, filed on August 8, 2009 [Docket No. 209] (the Rejection Motion ; Order Approving Amended Settlement Agreement, entered on November 18, 2009 [Docket No. 416]. 14 Order Authorizing Rejection of Executory Contract, entered on December 15, 2009 [Docket No. 441]; Order Approving Stipulation, entered on January 15, 2010 [Docket No. 473]. 15 Final Order (A Authorizing Use of Cash Collateral and (B Granting Adequate Protection to Prepetition Secured Parties, entered on November 18, 2009 [Docket No. 417]. 7

11 Document Page 11 of 16 Basis for Relief 13. Sections 1121(b and (c of the Bankruptcy Code provide, respectively, that a debtor has the exclusive right to propose a chapter 11 plan for the first 120 days of a chapter 11 case and the exclusive right to solicit votes for its plan for an additional 60 days. Section 1121(d of the Bankruptcy Code authorizes a Bankruptcy Court to extend a debtor s exclusive periods for filing a chapter 11 plan and to solicit votes thereon, for cause shown, by as much as 18 months (to file a plan and 20 months (to solicit votes. 11 U.S.C. 1121(d. Importantly, the extensions requested by this Motion both fall well within the time limits established by section 1121(d. 14. Courts examine a number of factors to determine whether there is cause for extension of the debtor s exclusive periods, including: a. the size and complexity of the case; b. the necessity of sufficient time to negotiate and prepare adequate information; c. the existence of good-faith progress; d. whether the debtor is paying its debts as they become due; e. whether the debtor has demonstrated reasonable prospects for filing a viable plan; f. whether the debtor has made progress negotiating with creditors; g. the length of time a case had been pending; h. whether the debtor is seeking an extension to pressure creditors; and i. whether unresolved contingencies exist. See, e.g., In re Situation Mgmt. Sys., Inc., 252 B.R. 859, 863 (Bankr. D. Mass (enumerating certain factors to determine if cause exists for extension of debtors exclusive periods; In re R.G. Pharm, Inc., 374 B.R. 484, 487 (Bankr. D. Conn. 2007; In re Adelphia 8

12 Document Page 12 of 16 Comm. Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006; In re Friedman s Inc., 336 B.R. 884, 888 (Bankr. D. Ga. 2005; In re Henry Mayo Newhall Memorial Hosp., 282 B.R. 444, 452 (9th Cir. B.A.P. 2002; In re Dow Corning Corp., 208 B.R. 661, (Bankr. E.D. Mich Not all factors are relevant to every case and courts tend to use a relevant subset of the above factors to determine whether cause to grant an exclusivity extension exists in a particular chapter 11 case. See, e.g., In re Express One Int l, 194 B.R. 98, 100 (Bankr. E.D. Tex (identifying four of the factors as relevant in determining whether cause exists to extend exclusivity; In re United Press Int l, Inc., 60 B.R. 265, 269 (Bankr. D. D.C (finding that the debtor showed cause to extend exclusivity based upon three of the factors. 16. The Debtors submit that sufficient cause exists pursuant to section 1121(d to extend exclusivity for the periods requested. I. The Size and Complexity of These Chapter 11 Cases Support Extending Exclusivity. 17. The size and complexity of a chapter 11 case is the basis upon which courts most commonly grant extensions. See, e.g., Express One Int l, 194 B.R. at 100; In re Texaco, Inc., 76 B.R. 322, 326 (Bankr. S.D.N.Y ( The large size of a debtor and the consequent difficulty in formulating a plan of reorganization for a huge debtor with a complex financial structure are important factors which generally constitute cause for extending the exclusivity periods. Indeed, Congress has noted that courts may need to extend exclusive periods for unusually large or complex cases. H.R. Rep. No , at , reprinted in 1978 U.S.C.C.A.N. 5963, As previously discussed in the First Exclusivity Motion, these Chapter 11 Cases encompass multiple debtors operating a highly regulated greyhound racetrack and racino that employs approximately 800 personnel and serves as the third-largest source of state tax revenue (an estimated $244 million in The Debtors have approximately $600 million in 9

13 Document Page 13 of 16 prepetition liabilities, including approximately $442 million due under a first priority senior secured credit facility and approximately $155 million due under a second priority secured credit facility. The Chapter 11 Cases involve approximately 3,270 creditors and almost 290 filed proofs of claim. These factors alone demonstrate the Chapter 11 Cases are large and complex, thus supporting a finding that ample cause exists to extend exclusivity. II. The Debtors Have Made Good-Faith Progress During the Time That Has Elapsed in These Chapter 11 Cases. 19. The Debtors commenced the Chapter 11 Cases less than eight months ago. As summarized above, during that time, the Debtors have made significant good-faith progress on important procedural, financial, and operational items. This progress includes, most significantly, negotiating and obtaining approval of the RIGOA Settlement, reaching agreement on the Global Resolution, obtaining approval of the Second Amended Disclosure Statement, and commencing solicitation of the Second Amended Plan. III. The Debtors Are Not Using Exclusivity to Pressure Creditors. 20. The Debtors are not seeking to extend the First Exclusive Periods to delay administration of these Chapter 11 Cases or to pressure creditors to agree to the Debtors restructuring demands. Indeed, the result of the first exclusivity extension was the Global Resolution and significant progress towards a consensual confirmation of the Second Amended Plan. The relief requested herein is predicated on the Debtors commitment that, should it become necessary to file and solicit votes on a further amended plan, the Debtors would again seek to do so on a consensual basis with the input and support of all key constituencies. IV. The Debtors Are Paying Their Debts as They Come Due. 21. Through the Debtors first-day motions, the Debtors obtained authority to continue to make vital payments to employees, vendors, and other key counterparties. The 10

14 Document Page 14 of 16 Debtors subsequent actions demonstrate that they continue to pay their postpetition obligations as they come due in the ordinary course of business in accordance with the Bankruptcy Code as evidenced by the absence of motions seeking to compel the payment of administrative claims. V. The Debtors Have Demonstrated Reasonable Prospects for Filing a Viable Chapter 11 Plan. 22. The Debtors remain confident they will emerge from these Chapter 11 Cases through a confirmed chapter 11 plan of reorganization. Indeed, the Debtors have already filed a viable plan of reorganization and have received approval of their Second Amended Disclosure Statement and authority to begin soliciting votes on the Second Amended Plan. The requested exclusivity extension is merely intended to safeguard the Debtors ability to continue their goodfaith progress towards a consensual confirmation in the unlikely event circumstances arise that require the Debtors to file a further amended plan. Motion Practice 23. This Motion includes citations to the applicable rules and statutory authorities upon which the relief requested herein is predicated, and a discussion of their application to the Motion. Accordingly, the Debtors submit that the Motion satisfies Rule (a of the Local Bankruptcy Rules and Forms for the United States Bankruptcy Court for the District of Rhode Island. Notice 24. The Debtors have provided notice of this Motion via first class mail to: (a the U.S. Trustee; (b counsel to the Creditors Committee; (c applicable local, state, and federal regulatory entities; (d counsel to the Administrative Agents for the First and Second Lien Lenders; (e counsel to the equity sponsors; (f counsel to those certain contractors who have asserted mechanic s liens against the Debtors; (g the Internal Revenue Service; (h the 11

15 Document Page 15 of 16 Securities and Exchange Commission; and (i any persons who have filed a request for notice in the Chapter 11 Cases pursuant to Bankruptcy Rule

16 Document Page 16 of 16 WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other and further relief as the Court deems appropriate. Dated: February 3, 2010 Providence, Rhode Island WINOGRAD, SHINE & ZACKS, P.C. Allan M. Shine (Bar No Dyer Street Providence, RI Telephone: ( Facsimile: ( and - KIRKLAND & ELLIS LLP /s/ Paul M. Basta Paul M. Basta (Admitted pro hac vice Stephen E. Hessler (Admitted pro hac vice 601 Lexington Avenue New York, NY Telephone: ( Facsimile: ( paul.basta@kirkland.com stephen.hessler@kirkland.com Counsel for the Debtors and Debtors in Possession 13

17 Case 1:09-bk Doc Filed 02/03/10 Entered 02/03/10 19:53:12 Desc Proposed Order Page 1 of 3 EXHIBIT A Proposed Order

18 Case 1:09-bk Doc Filed 02/03/10 Entered 02/03/10 19:53:12 Desc Proposed Order Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF RHODE ISLAND In re: Chapter 11 UTGR, INC. d/b/a TWIN RIVER, et al., 1 Case No (ANV Debtors. Jointly Administered ORDER EXTENDING DEBTORS EXCLUSIVE PERIODS TO FILE AND SOLICIT VOTES FOR A CHAPTER 11 PLAN PURSUANT TO SECTION 1121(D OF THE BANKRUPTCY CODE Upon the Motion, 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors, for entry of an order extending the Debtors exclusive period to file a plan of reorganization and exclusive period to solicit votes on a plan of reorganization (the Order, and as more fully set forth in the Motion; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found that the relief requested is in the best interests of the Debtors estates, their creditors and other parties in interest; and notice of the Motion and the opportunity for a hearing on the Motion was appropriate under the particular circumstances; and the Court having reviewed the Motion and having heard the statements in support of the relief 1 The Debtors in these chapter 11 cases are BLB Management Services, Inc., BLB Worldwide Holdings, Inc., and UTGR, Inc. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

19 Case 1:09-bk Doc Filed 02/03/10 Entered 02/03/10 19:53:12 Desc Proposed Order Page 3 of 3 requested therein at a hearing before the Court (the Hearing ; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: June 30, The Motion is granted to the extent provided herein. 2. The Debtors exclusive period to file a plan of reorganization is extended to 3. The Debtors exclusive period to solicit votes on a plan of reorganization is extended to August 31, This Order is without prejudice to the Debtors ability to seek further extensions of the exclusive period to file a plan of reorganization and exclusive period to solicit votes on a plan of reorganization pursuant to section 1121(d of the Bankruptcy Code. 5. The Debtors are authorized to take all actions necessary or appropriate to effectuate the relief granted pursuant to this order in accordance with the Motion. 6. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h, 7062, and 9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 7. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated: February, 2010 Providence, Rhode Island Arthur N. Votolato United States Bankruptcy Judge 2