Vendor remedies (for pre-petition A/R) Critical vendor --- automatic stay 20 day administrative claim Reclamation Cure S

1. Presentation of David H. ConawayShumaker, Loop & Kendrick, LLPto Association of Corporate CounselOctober 10, 2012Charlotte, North Carolina______________________________ As capital markets, the global economy, and industries evolve and change, business insolvencies play a more significant role in today’s business environment. Businesses utilize the special provisions of bankruptcy law to buy and sell distressed assets, shed unwanted contractual obligations, restructure balance sheets, resolve legacy obligations, and achieve reductions in workforce. It is common for companies throughout the world to end up as creditors of U.S. Chapter 11 debtors. Understanding how to get paid and the risk of non-payment is essential. It is important for businesses to understand how insolvency impacts doing business with a customer. Doing business with an insolvent customer 2-609: Anticipatory repudiation 2-702: Insolvent buyer Doing business with a Chapter 11 debtor Section 364 – ordinary course of business Application of U.C.C. – 2-609 and 2-702 Impact of Executory Contract

2. Vendor remedies (for pre-petition A/R) • Critical vendor --- automatic stay • 20 day administrative claim • Reclamation • Cure • Setoff • Sale of claim • Executory contracts • Sales contracts, real estate leases, etc. • Assumption • Rejection • Cure • U.C.C. 2-609, 2-702 impact • Intellectual property • Licensor rights • Licensee rights • Section 363 sales • Avoidance actions • Fraudulent conveyances • Preferences • If we have time • First day motions • DIP financing • Plan of reorganization • D&O fiduciary duties