Case lbr Doc 373 Entered 04/23/10 17:14:36 Page 1 of 14

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1 Case 0--lbr Doc Entered 0//0 :: Page of 0 SULLIVAN, HILL, LEWIN, REZ & ENGEL Electronically Filed: April, 0 A Professional Law Corporation James P. Hill, CA SBN 0 (Pro Hac Vice Christine A. Roberts, NV SBN Elizabeth E. Stephens, NV SBN South Fourth Street, First Floor Las Vegas, NV 0 Telephone: (0-0 Fax Number: (0-0 Attorneys for Chapter Trustee, William A. Leonard, Jr. In re CONSOLIDATED RESORTS, INC., et al., Debtor. UNITED STATES BANKRUPTCY COURT DISTRICT OF NEVADA Affects: All Debtors Destinations Unlimited, LLC, 0-0 Consolidated Realty, Inc., 0- Consolidated Media, LLC, 0- CRI Travel Holdings, LLC, 0- Consolidated Resorts Travel, LLC, 0- Consolidated Resorts, Inc., 0- Consolidated Maui, Inc., 0- Consolidated Kona, Inc., 0- Lahaina Ticket Company, Inc., 0- Soleil PS, LLC, 0- Soleil LV, LLC, 0-0 Consolidated Tahiti, Inc., 0- Consolidated Orlando, Inc., 0- Consolidated Tickets, LLC, 0- CASE NO. BK-S-0--LBR (Lead Case (Jointly Administered with Case Nos. 0-0 through 0- Chapter AGENDA AND STATUS REPORT FOR OMNIBUS HEARING ON APRIL, 0 Date: April, 0 Time: :0 a.m. Ctrm: LBR - Courtroom Foley Federal Building 00 Las Vegas Blvd. South Las Vegas, NV 0 Judge: Hon. Linda B. Riegle William A. Leonard Jr., the Chapter trustee ( Trustee in the Consolidated Resorts, Inc. related bankruptcy cases, BK-S-0--LBR (Lead Case, jointly administered with case numbers 0-0 through 0-, hereby submits his Agenda and Status Report for the Omnibus Hearing on April, 0. ::ODMA\PCDOCS\PCDOCS\0\ - -

2 Case 0--lbr Doc Entered 0//0 :: Page of 0 I. AGENDA FOR HEARING The matters presently set for hearing on April, 0 include the following:. Trustee s Objection to Claims of Nevada State Bank Relating to Liens on Vehicles and on Miscellaneous Personal Property with Certificate of Service (filed in Lead Case No. 0- as Docket No.. The Trustee made interim distributions of sale proceeds to both Nevada State Bank and to the mechanics lien creditors, and the parties continued the matter to this hearing date pursuant to stipulation and order (entered in Lead Case No. 0-, as Docket No.. Since the time of the last hearing, the parties have agreed that the Trustee may take his formal claim objection off calendar in light of the probable satisfaction in full of the claims of Nevada State Bank that will occur on closing of sales of the bulk of the estates assets. A proposed stipulation and order to this effect has been circulated to counsel for Nevada State Bank.. Interim Application for Compensation for Sullivan Hill Lewin Rez & Engel, Fees ( Sullivan Hill for fees and cost through December, 0: $,.00, Expenses: $,. (filed in Lead Case No. 0- as Docket No.. This fee application is unopposed. At the March, 0 hearing, this Court made a preliminary interim approval of Sullivan Hill s Fee Application in the interim amount of $00, The firm will request at this hearing an additional partial advance of $00,000 and for payment of its $,. in costs, plus authorization to draw down and be paid $, in funds that were earmarked and reserved from collateral of various secured creditors by multiple stipulations and orders (as detailed in Sullivan Hill s fee application and highlighted below, in light of its continuing extensive services and application of the firm s resources, and more importantly in light of the enormous progress that has been made toward getting to final resolutions in these cases. II. PROCEDURAL BACKGROUND On or about July, 0 ( Petition Date, each of the Consolidated Resorts, Inc. affiliated debtors (each a Debtor, and collectively, the Debtors filed a voluntary petition for / / / ::ODMA\PCDOCS\PCDOCS\0\ - -

3 Case 0--lbr Doc Entered 0//0 :: Page of 0 relief with this Court under Chapter of the Bankruptcy Code ( U.S.C. 0 et seq.. On July and July 0, 0, the Trustee was appointed as the Chapter trustee for each of the Debtor estates. On August, 0, the Court entered an order authorizing and directing the joint administration of all cases, a copy of which was served on all creditors by the Trustee s Courtapproved noticing agent, Kurtzman Carson Consultants ( KCC. On August, 0, the Court entered an order limiting notice in these cases, a copy of which was served on all creditors by KCC. At the Trustee s direction, KCC launched a dedicated website for these cases, which can be accessed online at There, the Trustee posts updates about the cases, including case status reports and other important pleadings and updated dockets for the cases. III. THE ESTATES ASSETS The Trustee has investigated and analyzed the most significant assets of these Debtor estates, most of which (in terms of gross dollar amount constitute collateral of secured creditors, but many of which are unencumbered and which will provide the basis for distributions to general unsecured claims out of various estates. The assets as a whole include extensive timeshare note portfolios consisting of notes payable by purchasers of timeshare interests in resorts developed and operated by various Debtors and their related entities. These bankruptcy estates do not include ownership of the timeshare resorts themselves. The Trustee has worked cooperatively with the timeshare resorts management companies, the several secured creditors which hold collateral interests in timeshare assets, and ASNY, the debtors principal investor and equity interest holder, all with an aim to keep the timeshare resorts open and operational, and very significantly, to make sure that the timeshare owners have timeshare resorts that can be used without limitation or interference from these bankruptcy cases. This cooperative effort has had the salutary effect of keeping more than 00,000 timeshare owners and their potential The Trustee has not yet determined if there will be a need for a claims agent in the estates generally, or in any specific case. If the Trustee makes such a determination, he will seek court approval to retain KCC to act as claims agent. The Trustee has instructed KCC to file any and all claims received by it with the Court to be docketed by the Clerk. ::ODMA\PCDOCS\PCDOCS\0\ - -

4 Case 0--lbr Doc Entered 0//0 :: Page of 0 claims outside these cases. It has also maintained value in the core unencumbered assets of the estates while at the same time preserved the values of the secured creditors timeshare asset collateral. Other assets of these debtor estates include remaining undeveloped and partially developed real property interests (e.g., the Kauai Sands Hotel and undeveloped Palm Springs raw land property; recovered or otherwise unsold timeshare units; certain reserved rights of the Debtor estates as developers and as declarants of various timeshare resorts; and general intangible property rights, software, and related computer software equipment owned by various Debtors. Additionally, the Trustee is working with ASNY to obtain turnover to the Trustee of funds and proceeds from security deposits that were posted pre-petition for now-cancelled marketing bonds (which the Trustee is informed are approximately $. million, and which should be returned to the estates free and clear of liens. Since his appointment, the Trustee has worked with representatives of the Debtors and their principals, including ASNY, who have been cooperative and forthcoming with the Trustee. Such representatives have provided access to documents and other information to the Trustee and the Trustee s professionals that are essential to (i the ongoing, albeit limited, operation of the Debtors businesses by the Trustee, as authorized by Court order; and (ii the disposition of estate assets in a fashion intended to maximize potential distributions to unsecured creditors, as described below. IV. SERVICING OF ACCOUNTS RECEIVABLE Prior to the Petition Date, the Debtors handled internally all customer service functions, as well as collection of its large timeshare notes receivable portfolios. On the Debtors behalf, Concord Servicing Company ( Concord handled servicing of the notes receivable. Immediately prior to the Petition Date, the Debtors ceased their in-house collection services. After his appointment, following consultation with all of the secured creditors, the Trustee sought and obtained Court approval to retain Concord to handle all servicing and some collection Servicing of notes receivable refers to the work involved in collecting accounts in good standing. Collection of notes receivable refers to the work involved in collecting delinquent accounts. ::ODMA\PCDOCS\PCDOCS\0\ - -

5 Case 0--lbr Doc Entered 0//0 :: Page of 0 work -- on both encumbered and unencumbered accounts. Under the Court-approved arrangements, all of the secured creditors who held liens in the timeshare note portfolios (inclusive of GMAC, HSBC, Textron and Liberty Bank have advanced to the estates the fees and costs for services provided by Concord, including certain of the Trustee s and Trustee s counsel s fees and costs. Substantial funds have been collected through this process -- by both secured creditors and the estates. The Trustee will provide the Court a report of those collections in open court on April, 0. V. LIMITED BUSINESS OPERATIONS BY THE TRUSTEE Throughout these cases, the Court has entered various orders authorizing the Trustee to conduct limited operations of the Debtors businesses designed to preserve asset values while winding down the Debtors business operations and liquidating assets in an orderly manner. The Trustee has maintained collection efforts and resolved pending sales and foreclosure actions, including working with escrow companies and collateral control agents for the secured creditors on reconveyances, timeshare upgrade sales, and closing escrows that were pending at the time these bankruptcy cases were filed. His efforts encompass both house timeshare interests, as well as encumbered interests (if and to the extent secured creditors consent. The current authority for the Trustee s limited operation of the Debtors businesses remains in place through May, 0. The Court authorized the Trustee to seek further extensions of the limited operations authority by oral motion from time to time at continued status conference, which the Trustee intends to renew again in open court at the April, 0 hearing to a date that will be approximately days after the next continued omnibus hearing in these cases. VI. SECURED CREDITORS' RELIEF FROM STAY MOTIONS The Trustee has worked cooperatively with all secured creditors in an effort to review and analyze timely and efficiently their respective loan and security documentation and perfection, and to resolve the various relief from stay motions filed. / / / ::ODMA\PCDOCS\PCDOCS\0\ - -

6 Case 0--lbr Doc Entered 0//0 :: Page of 0 The Trustee determined that GMAC Commercial Finance, LLC ( GMAC fully and adequately documented and perfected its various loans and security agreements. Accordingly, the Trustee stipulated to GMAC s request for relief from stay, which stipulation was approved by two separate orders of the Court entered August, 0 and September, 0, respectively. See Docket Nos. 0 and in Lead Case No. 0-. The Trustee likewise determined that HSBC Bank USA, National Association ( HSBC fully and adequately documented and perfected its various loans and security agreements. Accordingly, upon the Trustee s motion, the Court entered an order on March, 0 authorizing the Trustee s abandonment of HSBC s collateral, which has now taken place, subject to some wrap up accounting with Concord and the Trustee which is ongoing. Textron and Liberty Bank also hold security interests in timeshare note portfolios of the Debtors. The Trustee has worked with both entities and their counsel similarly to resolve issues with respect to the adequacy and validity of their respective loan and security interest documentation and perfection, and to determine the ultimate value of their respective note collateral portfolios when collected out over time. Liberty Bank s portfolio continues to be collected at a relatively fast rate, its claim has been reduced substantially and it may be paid in full in relatively short order. The Trustee has reached an agreement in principle with Textron that will lead to resolution of its claims and sales of the two non-timeshare parcels of real property that serve as partial security for its claims in these cases. This agreement is being reduced to a written stipulation that will be submitted to the Court for review and approval on a noticed motion basis. VII. EFFORTS TO SELL THE DEBTORS ASSETS A. GMAC Marketing Stipulation On March, 0, the Court approved an Amended Stipulation between the Trustee and GMAC, under which the parties agreed to a coordinated process under which unencumbered estate assets will be marketed in conjunction with GMAC collateral. Upon closing of a sale of its collateral, GMAC will pay to the estates 0.% of the aggregate gross value of the proceeds of such sale, plus $0,000. This provision will ensure that unsecured creditors do not pay the costs of ::ODMA\PCDOCS\PCDOCS\0\ - -

7 Case 0--lbr Doc Entered 0//0 :: Page of 0 liquidating GMAC s collateral, but rather enjoy the possible upside of surplus funds -- over and above the costs of liquidating GMAC collateral -- being paid to the estates. Furthermore, by marketing unencumbered estate assets in conjunction with the GMAC collateral, a higher sale price has been achieved for the unencumbered assets than could have been realized without a coordinated sale process, thereby benefiting the estates and unsecured creditors. B. Proposed ASNY Sale The Trustee, GMAC and The ASNY Company, LLC (from the outset in these cases, the most logical and probable buyer of the estates assets, if their value could be preserved entered into a Letter of Intent ( LOI which provides for ASNY s purchase, subject to overbid by qualified third party bidders, of certain assets of the estates. The ASNY LOI provides for a total purchase price of $,,0 for the assets to be sold, subject to overbid. Approximately half of the assets to be sold (expressed in terms of total sales price are encumbered by security interests of GMAC which has consented to the sale pursuant to the terms of the GMAC Amended Stipulation noted above. A very few of the assets are subject to the secured claims of Nevada State Bank (the remaining unpaid secured claims of which will be paid in full at closing. More than $,000,000 of the sale proceeds will be paid to the Debtor estates for the sale of unencumbered assets that are free and clear of security interests of secured creditors in these cases. (As an aside, the assets to be sold pursuant to the ASNY asset purchase agreement, subject to overbid, expressly do not include (a current or performing timeshare notes that are encumbered by GMAC s security interests, or (b certain timeshare and real estate assets associated with the Debtors Regal Palms resort property in Orlando, Florida, among certain other excluded assets that will be dealt with separately and are not the subject of the ASNY asset purchase agreement. In addition to the estates share of the sale proceeds for its unencumbered assets, another approximately $,000 will be paid to the estates by GMAC under the terms of Amended Stipulation (a $0,000 fixed amount plus another. percent of the selling price of the GMAC collateral to be sold through a section sale process. These funds are not earmarked for secured creditors, but rather will represent free unencumbered cash of the estates to be added to funds recovered and to be recovered from other sources, thus benefiting the estates and their general unsecured creditors. The parties have worked to turn the ASNY LOI into a ::ODMA\PCDOCS\PCDOCS\0\ - -

8 Case 0--lbr Doc Entered 0//0 :: Page of 0 definitive asset purchase agreement, and believe they are poised to execute that agreement any day. Once the agreement is executed, the Trustee will file a section sale motion seeking approval of the sale as contemplated by the recently approved Amended Stipulation between the Trustee and GMAC, as signed off by both ASNY and the timeshare resorts management companies. C. Textron Marketing Stipulation As noted above, following extensive negotiations among the Trustee and Textron, the Trustee and Textron have entered into a stipulation which provides for, among other things: (i the establishment of a joint marketing and sale program for the Kauai Sands Hotel and an undeveloped parcel of real property in Palm Springs, California, in both of which Textron holds interests; (ii the orderly transitioning to Textron of certain accounts receivable in which Textron holds valid and perfected security interests; and (iii the payment to the estates of a portion of the net sale proceeds realized upon a sale or other disposition of Textron s collateral. Textron is undersecured, and no equity exists in the assets for the benefit of the estates. The assets constituting Textron s collateral were deemed by the Trustee to be not essential to selling the Debtors businesses as ongoing concerns, and likewise their disposition does not affect the non-debtor timeshare resorts or their many timeshare owners. Thus, the assets are being sold separate and apart from the majority of the estate assets constituting collateral of GMAC and the estates unencumbered assets. The stipulation ensures that unsecured creditors do not bear the costs of liquidating Textron s collateral, while allowing unsecured creditors to enjoy some small potential upside in terms of surplus funds received above costs of sale. Unsecured creditors benefit further from the stipulation in that Textron will be releasing 0 percent of its deficiency claims -- thus enriching potential distributions to other unsecured creditors which otherwise would be shared with Textron. VIII. LEASES Numerous leases to which the Debtors were party have been rejected by operation of law, pursuant to Bankruptcy Code section (d(. The Trustee permitted lessors of rejected personal property leases to recover what he determined in his reasonable business judgment to be unnecessary / / / ::ODMA\PCDOCS\PCDOCS\0\ - -

9 Case 0--lbr Doc Entered 0//0 :: Page of 0 equipment of minimal value (such as leased equipment trailers, copiers, postage machines and the like. The Trustee determined that several of the leases to which the Debtors were party might be of value to the estates. Accordingly, he filed a motion pursuant to section of the Bankruptcy Code requesting that the Court extend his time to assume or reject three real property leases: the Kauai Sands ground lease; the Consolidated Resorts, Inc. Co-Location Agreement; and the Soleil LV, LLC Lobby Building lease. On December, 0, upon the Trustee s motion, the Court entered an order extending through and including February, 0 the Trustee s time to assume or reject these leases. See Docket No.. Pursuant to a stipulation with the Trustee, Niu Pia Land Company Ltd. and Textron, an order was entered on January, 0 extending the time to assume or reject the Kauai Sands ground lease through and including August, 0. See Docket No. 0. Pursuant to a stipulation with the Trustee and Switch Communications Group, LLC, an order was entered on February, 0, extending the time to assume or reject the Consolidated Resorts, Inc. Co-Location Agreement through and including August, 0. See Docket No.. Pursuant to a stipulation with the Trustee and ASNY, an order was entered on February, 0 extending the time to assume or reject the Soleil LV, LLC Lobby Building lease through and including June, 0. See Docket No.. The Trustee expects that he will enter into further stipulations with the parties to these leases to further extend the time to assume or reject them as may be appropriate and necessary to close the transaction contemplated under the GMAC Amended Stipulation (i.e., for the sale of assets to ASNY or an overbidder, and under the soon-to-be-submitted Textron stipulation (i.e., for the sale of the Kauai Sands hotel property. No other real property leases or executory contracts were deemed necessary or valuable to the estates and creditors by the Trustee or by the affected secured creditors and they were accordingly rejected by operation of law. / / / / / / / / / ::ODMA\PCDOCS\PCDOCS\0\ - -

10 Case 0--lbr Doc Entered 0//0 :: Page 0 of 0 IX. SALE OF VEHICLES AND EQUIPMENT The Trustee sold at auction certain vehicles and equipment not necessary to his continued limited operation of the Debtors businesses. Most of the estates vehicles and miscellaneous nonessential personal property and equipment were sold (expressly not including any of the Cornerstone computer system and related software. Nevada State Bank asserts liens on various vehicles and certain furniture, fixtures and equipment of some of the Debtors. The Trustee filed an objection to the bank s lien claims on the furniture, fixture and equipment and on certain vehicles on November, 0 (Docket No.. The Trustee shared his accounting and report of sale with Nevada State Bank and the mechanics lien creditors, and he paid out pro rated sales proceeds pursuant to prior stipulations with Nevada State Bank and the mechanics lien claimants. In light of the ASNY LOI that has been signed, and the fact that the parties are in the very last stages of documenting the ASNY asset purchase agreement based on that LOI which provides for the sale of the lion s share of the estates unencumbered assets and the assets that are the subject of Nevada State Bank s liens, which will pay off all of Nevada State Bank s lien claims in full, the Trustee is confident that the issues with respect to his objections to the Nevada State Bank lien claims will be moot and the claims objections will not need to be addressed by this Court. Accordingly, with the stipulation and agreement of Nevada State Bank, the Trustee intends to take his objections to the bank s claims off calendar, subject to the objections being re-noticed and recalendared at a later time if for some unforeseen reason the sale to ASNY or an overbidder is not concluded in a manner that would allow the Trustee to pay the bank in full. X. INSURANCE The Trustee has worked cooperatively with representatives of the Debtors as well as with affected secured creditors to maintain insurance coverage on all real estate assets of the estates. The Trustee also worked with Nevada State Bank to ensure that the estates vehicles and other personal property which were secured by the bank s liens were insured until sold at auction. / / / ::ODMA\PCDOCS\PCDOCS\0\ - 0 -

11 Case 0--lbr Doc Entered 0//0 :: Page of 0 XI. EXPEDITED RESOLUTION OF LAHAINA TICKET COMPANY ESTATE The estate of Lahaina Ticket Company ( Lahaina Ticket is smaller and less complex than the estates of the other Debtors. The Trustee believes that an expedited resolution of this estate may be possible, in a fashion which avoids protracted litigation involving the conflict between Hawaiian state trust law and bankruptcy law and which will allow dollars to be paid in an expedited fashion to this estate s creditors. The Trustee is currently engaged in discussions with counsel representing the vast majority of creditors in the Lahaina Ticket estate, as well as with counsel for the bank holding the funds which represent the bulk of the assets of the Lahaina Ticket estate. The Trustee has circulated among the parties a proposed stipulation establishing a claims process and distribution procedure for the expedited resolution of this estate, and the involved parties are currently engaged in settlement discussions to implement this process. Once the stipulation is approved by the parties and their counsel, the Trustee will present that agreement to the Court for approval. XII. KAUAI SANDS EASEMENT STIPULATION The Trustee was approached by the Niu Pia Land Company, Ltd. ( Niu Pia, the fee owner and ground lessor of the Kauai Sands Hotel property, to cause Consolidated Maui, Inc., the ground lessee of the property, to enter into a stipulation for the grant of bike path and utility pole easements over the property. The Trustee believes that doing so will not diminish the value of the Kauai Sands property, but rather will preserve it. On that basis, the Trustee (through counsel negotiated separate, written grants of easement for the bike path and relocated utility pole with the proposed easement recipients, and entered into a stipulation for the grant of such easements ( Easement Stipulation with Niu Pia and Textron Financial Corporation, the mortgagee under a mortgage on Consolidated Maui s leasehold interest in the Kauai Sands property. On March, 0, the Trustee filed a Notice of Stipulation Regarding Grant of Easements and Opportunity to Object and For Hearing to provide an opportunity for hearing any opposition to the proposed grants of easement at the next omnibus hearing date on March, 0. Following the filing of such Notice, the Court entered an order on March, 0 approving the Easement ::ODMA\PCDOCS\PCDOCS\0\ - -

12 Case 0--lbr Doc Entered 0//0 :: Page of 0 Stipulation. No objections to the stipulation were raised, and the Trustee has delivered the executed grants of easements. XIII. INTERIM FEE APPLICATION The Court indicated it would consider further review and approval at this hearing of the interim application of the Trustee s counsel, Sullivan Hill, for allowance of its fees and costs incurred through December, 0. [First Interim Fee Application of Sullivan, Hill, Lewin, Rez & Engel for Payment of Fees and Reimbursement of Costs, Docket No. ]. As indicated above, the Sullivan Hill firm is asking at this time for an additional partial interim award of $00,000, plus the fees and costs that have been earmarked and are reserved by the Trustee pursuant to the terms of several stipulations between the Trustee and third party secured creditors to be paid from proceeds of the secured creditors collateral, consisting of an additional $, through December, 0. These earmarked fees and costs to be paid pursuant to prior stipulations and orders of this Court were identified in the firm s fee application (at Fee Application pages 0- as to the four separate stipulations relating to Concord Servicing collections, and at pages - as to the two Nevada State Bank stipulations regarding various estate vehicles and regarding the estates furniture, fixtures and equipment and are part of, but not additional to, the firm s total $, first interim fee application. These earmarked fees and costs to be paid pursuant to the stipulations are summarized here as follows: GMAC Concord Servicing Stipulation $,.00 HSBC Concord Servicing Stipulation $,.0 Liberty Bank Concord Servicing Stipulation $,.00 Textron Concord Servicing Stipulation $,.00 NSB Vehicle Stipulation $,.0 NSB FF&E Stipulation $.00 TOTAL: $,.00 ::ODMA\PCDOCS\PCDOCS\0\ - -

13 Case 0--lbr Doc Entered 0//0 :: Page of 0 Finally, Sullivan Hill also respectively requests that the Court approve and allow the Trustee to pay the firm its $,. in costs identified in its interim fee application. Thus, although Sullivan Hill s full interim fee request is for $, plus $,. in costs, of which $00,000 has been allowed for payment on an interim basis, the firm is asking at this time, with the Trustee s consent and approval, for an additional allowance and approval on an interim basis of $, in fees and $,. in costs. The firm has dedicated an enormous amount of time, resources and expense to these cases and the cost of carrying the cases as long as it has without current payment has been extremely difficult and a burden on the firm. Nevertheless, Sullivan Hill is pressing forward as quickly as events and the other parties involved in the case and the underlying transactions will allow. Accordingly, Sullivan Hill requests that the Court award it additional partial fees and its costs on an interim basis, subject to review and further order of the Court at a later time. XIV. MOVING FORWARD As noted above, enormous progress has been made toward the sale of the core unencumbered assets of these estates along with certain assets that constitute some, but not all, of the collateral of GMAC, and soon hereafter of the real property collateral of Textron. This process has been a coordinated and cooperative effort among the Trustee and secured creditors. The goal of the Trustee and his professionals has been to get the Debtors assets to market and sold in as timely a fashion as practical under the circumstances, with the least disruption and adverse effect on the timeshare resorts and their many (more than 00,000 timeshare owners who remain outside of these cases, retaining full use and enjoyment of their timeshare resorts. The Trustee believes that his approach has and will provide a return of the greatest value for the most people affected by these bankruptcy cases, and ultimately will realize the greatest possible distributions to unsecured creditors. Had the Trustee not taken this approach, he believes that there likely would have been serious disruption of services at the timeshare resorts, and timeshare owners likely would have stopped paying on their timeshare notes and timeshare maintenance contracts, and would have filed enormous claims for damages in these cases. Instead of taking a contrary approach with catastrophic and far reaching consequences, the parties (including ASNY, the timeshare management companies, GMAC, ::ODMA\PCDOCS\PCDOCS\0\ - -

14 Case 0--lbr Doc Entered 0//0 :: Page of Textron, various other creditor parties, and the Trustee and his professionals have worked cooperatively, albeit at times not always eye to eye, thereby preserving maximum value under the / / / circumstances not only in the estates core assets, but also in the secured creditors large and valuable note portfolios and other collateral bundles. In the end, all parties are benefiting. As the Trustee proceeds in his administration of these cases, he and the major parties in interest will continue to cooperate to keep all of the non-debtor timeshare resorts operating independently, without interruption of services for the benefit of the more than 00,000 timeshare owner, and in so doing will return maximum value to the estates and their creditors. 0 Dated: April, 0 SULLIVAN, HILL, LEWIN, REZ & ENGEL A Professional Law Corporation By: /s/ James P. Hill James P. Hill Christine A. Roberts Elizabeth E. Stephens Attorneys for Chapter Trustee, William A. Leonard, Jr. ::ODMA\PCDOCS\PCDOCS\0\ - -

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