In re SAHLEN & ASSOCIATES, INC., et al., Debtors.
Bankruptcy Nos. 89 B 11234 (PBA)-89 B 11244 (PBA).United States Bankruptcy Court, S.D. New York.
August 17, 1989.ORDER AUTHORIZING DEBTORS TO: 1) PAY THE CLAIM OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON; 2) PAY FRIED, FRANK, HARRIS, SHRIVER & JACOBSON FOR CONTINUED ASSISTANCE; AND 3) INDEMNIFY CURRENT OFFICERS AND DIRECTORS
PRUDENCE B. ABRAM, Bankruptcy Judge.
Upon the application, dated August 10, 1989 (the "Application"), of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for an order pursuant to sections 105, 327 and 503(b) of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and Bankruptcy Rules 2014 and 6006 authorizing the Debtors to: 1) pay in full the claim (the "Claim") of the law firm of Fried, Frank, Harris, Shriver & Jacobson ("Fried, Frank") for pre-petition and post-petition legal services rendered to the Board of Directors of Sahlen & Associates, Inc. ("Sahlen"), one of the Debtors herein; 2) employ and retain Fried, Frank on an ongoing basis as special counsel to Sahlen's Board of Directors; and 3) indemnify Sahlen's current officers and directors (the "Current Officers and Directors"), as listed on the schedule annexed to the Application as Exhibit "A", to the full extent of Sahlen's obligations under its By-laws and the laws of the state of its incorporation; and upon the affidavit of James H. Schropp, Esq., a member of the firm of Fried, Frank sworn to on August 9, 1989 (the "Affidavit"), which is annexed to the Application *153 as Exhibit "C"; and the Court being satisfied that, except as set forth in the Affidavit and the Application, such attorneys represent no interest adverse to the Debtors' estates with respect to the matters upon which they are to be engaged and that they are disinterested persons under section 101(13), as modified by section 1107(b) of the Bankruptcy Code; and that settlement and payment in full of the Claim of Fried, Frank is necessary and in the best interest of the Debtors' estates; and that the continued assistance of Fried, Frank to the Debtors, the attorney for the Official Committee of Unsecured Creditors (the "Creditors' Committee") and the Securities and Exchange Commission is necessary and is in the best interest of the Debtors' estates; and that indemnification of the Current Officers and Directors is required by law, and beneficial to the Debtors' estates and should be undertaken by the Debtors; and notice having been given to the United States Trustee for the Southern District of New York, the attorney for the Creditors' Committee, all other interested parties who have requested notice, and no other notice being necessary; and a hearing having been held on August 17, 1989; and after hearing the arguments of counsel; and upon the Application, the full record of the hearing and after due deliberation and sufficient cause appearing therefor, it is
ORDERED that the Application is granted to the extent provided herein; and it is further
ORDERED that the Debtors are authorized and empowered to pay Fried, Frank's Claim for pre-petition and post-petition legal services rendered and expenses incurred on behalf of the Sahlens' Board of Directors through the date of this Order in the amount of $143,193.42 in full settlement and satisfaction of the Claim; and it is further
ORDERED that Fried, Frank may continue to assist the Debtors, counsel to the Creditors' Committee and the Securities and Exchange Commission regarding any matters pertaining to the Report and materials collected in connection therewith and pursuant to sections 105 and 503(b) of the Bankruptcy Code, the Debtors are authorized and empowered to compensate and reimburse Fried, Frank for all charges for professional services rendered and out-of-pocket expenses incurred by Fried, Frank, upon submission to the Debtors by Fried, Frank of statements for professional services rendered and out-of-pocket expenses incurred by Fried, Frank, in complying fully and completely with the terms of this order; and it is further
ORDERED that Sahlen is authorized and directed to indemnify the Current Officers and Directors to the full extent provided in Sahlen's By-laws and the laws of the state of Sahlen's incorporation, for the sole purpose of paying all counsel fees and expenses in pursuance of such indemnification, and to pay such fees and expenses upon submission to the Debtors by said counsel of statements for professional services rendered and out-of-pocket expenses incurred by counsel in connection with such indemnification authorized herein, on a current basis as administrative expenses pursuant to sections 105 and 503(b) of the Bankruptcy Code in an aggregate amount not to exceed $100,000, without prejudice to the right of the Debtors to request an increase of such aggregate amount from this Court and without prejudice to the right of any party in interest to object to such a request by the Debtors.