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Case 6:09-cv-06082-HO

Document 1936

Filed 01/25/11

46204

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Albert N. Kennedy, OSB No. 821429 (Lead Attorney)

Direct Dial:

(503) 802-2013

Facsimile:

(503) 972-3713

E-Mail:

al.kennedy@tonkon.com

Timothy J. Conway, OSB No. 851752

Direct Dial: (503) 802-2027

Facsimile:

(503) 972-3727

TONKON TORP LLP 1600 Pioneer Tower

888

Portland, OR 97204

S. W. Fifth Avenue

Attorneys for Debtor

FILED'ii ,JH~·12514:34IjSln::·ORE

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF OREGON

EUGENE DIVISION

In re

STAYTON SW ASSISTED LIVING, L.L.c. (the Consolidated Sunwest Related Entities),

Debtor.

USDC Case No. 09-cv-6082-HO

Bankruptcy Court Case No. 08-36637-tmb11 (Reference Withdrawn)

ORDER CLOSING BANKRUPTCY CASE AND DISCHARGING CHIEF RESTRUCTURING OFFICER

THIS MATTER having come before the Court on Debtor's Motion for Order

Closing Bankruptcy Case and Discharging Chief Restructuring Officer and Management

Committee (the "Motion"), the Court having considered the Motion and the files and records

herein, and the Court having found that the Reorganization Plan has been substantially

consummated and that the Chief Restructuring Officer ("CRO") has fully and properly

performed all of his duties and obligations; now, therefore,

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ORDER CLOSING BANKRUPTCY CASE AND DISCHARGING CHIEF RESTRUCTURING OFFICER

Case 6:09-cv-06082-HO

Document 1936

Filed 01/25/11

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IT IS HEREBY ORDERED:

1. The Motion is granted.)

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2. Effective December 31, 2010, the Bankruptcy Case of Stayton SW

Assisted Living, L.L.c. shall be and hereby is closed. The Receiver or CRO shall submit Orders

closing or dismissing all other pending bankruptcy cases in which a Receivership Entity is the

Debtor.

3. Except for the obligations imposed by this Order and Section 6.5 of the

Reorganization Plan, the CRO is relieved and discharged from any further obligations, duties or

responsibilities under or relating to the Receivership Order, the MCICRO Order, the Distribution

Plan, the Distribution Plan Approval, or the Reorganization Plan.

4. The CRO and the CRO's professionals and other agents, shall continue to

be indemnified against and held harmless from any and all demands, liabilities, claims, actions,

suits imd other proceedings, and, subject to Court approval, all costs and expenses (including

reasonable attorneys' fees) incurred by such persons in defending or resolving demands,

liabilities, claims, actions, suits or other proceedings for which they are entitled to protection

under either Article VII of the Receivership Order or paragraph 5 of the MCICRO Order, and all

amounts paid or payable in settlement thereof shall be paid by the Receivership Estate as costs of

administration.

5. This Court shall retain jurisdiction for the purposes set forth in Article 9 of

the Reorganization Plan, including jurisdiction over any pending adversary proceedings.

) Capitalized terms used but not defined in this Order shall have the meaning assigned to them in the Motion.

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ORDER CLOSD'JG BANKRUPTCY CASE Al'ID DISCHARGD'JG CHIEF RESTRUCTURING OFFICER

Case 6:09-cv-06082-HO

Document 1936

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6. Receiver is authorized and empowered to take any corporate or other

action on behalf of Reorganized Company and any Sunwest Entity that may hereafter be

necessary or appropriate to consummate, effectuate or implement the Reorganization Plan or any

transactions contemplated by the Reorganization Plan. The Receiver's role shall be solely in his

capacity as Receiver, and not in any personal capacity. Pursuant to the Receivership Order, the

Distribution Plan Approval, the Confirmation Order and the Reorganization Plan (and without

limiting or restricting the relevant provisions thereof), any liability of the Receiver arising from

or related to his actions on behalf of the Receivership Estate, the Reorganized Company, or any

Sunwest Entity shall be attributable to and satisfied, if at all, solely from the Receivership Estate,

and not the Receiver personally. Except for acts of gross negligence that would otherwise be

actionable against them, the Receiver and his professionals shall not be liable for any loss or

damage incurred by any party and shall not be subject to any right of action, by reason of any act

performed or omitted to be performed by any of them, in connection with the Receiver's actions

on behalf of the Receivership Estate, the Reorganized Company, or any Sunwest Entity.

7. Pursuant to Section 6.5 of the Reorganization Plan, the CRO shall pay and

transfer to Receiver all cash proceeds from the sale, lease or disposition of Reorganized

Company's assets remaining after payment of all post-confirmation fees and expenses allowed as

contemplated pursuant to the Order entered November 24,2010 in the Bankruptcy Case

[Dkt #1840]. Pending allowance and payment of post-confirmation fees and expenses, CRO

shall reserve sufficient funds to pay such fees and expenses.

8. The Receiver is authorized, in his discretion, to retain and to compensate

Hamstreet & Associates and any professionals employed by the CRO or the Reorganized

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ORDER CLOSING BANKRUPTCY CASE AND DISCHARGING CHIEF RESTRUCTURING OFFICER

Case 6:09-cv-06082-HO

Document 1936

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Company if and to the extent the Receiver believes such employment is in the best interests of

the Receivership Estate.

9. Closing of the Bankruptcy Case and the Bankruptcy Cases of the Sunwest

Entities shall not affect the Court's jurisdiction or the scope of the Receiver's authority in the

:z. /"y

SEC Receivership Action, which remains pending.

Dated this

~~~~

Presented by:

TONKON TORP LLP

By~==~~====~

Albert N. Kennedy, OSB No. 821429

Direct Dial:

Attorneys for Debtor

(503) 802-2013

0346 j 8/0000212639182v 1

,20 II

.

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ORDER CLOSING BANKRUPTCY CASE AND DISCHARGING CHIEF RESTRUCTURING OFFICER