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Hearing Date: May 16, 2012 at 10:00 a.m. Objection Date: May 9, 2012 at 4:00 p.m.

PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica, Boulevard, 11th Floor Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 James I. Stang, Esq. (admitted pro hac vice) -and780 Third Avenue, 36th Floor New York, New York 10017 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Ilan D. Scharf, Esq. Counsel for the Official Committee of Unsecured Creditors of The Christian Brothers Institute and The Christian Brothers of Ireland, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: THE CHRISTIAN BROTHERS INSTITUTE, et al., Debtors. Chapter 11 Case No. 11-22820 (RDD) (Jointly administered)

NOTICE OF HEARING ON MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER COMPELLING PRODUCTION OF DOCUMENTS FROM IONA PREPARATORY SCHOOL PLEASE TAKE NOTICE that a hearing (the Hearing) on the Motion of the Official Committee of Unsecured Creditors for Entry of an Order Compelling Production of Documents from Iona Preparatory School (the Motion) filed herewith by The Official Committee of Unsecured Creditors (the Committee) of The Christian Brothers Institute (CBI) and The Christian Brothers of Ireland, Inc. (CBOI and, collectively with CBI, the

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Debtors), will be held before the Honorable Robert D. Drain, at the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), 300 Quarropas Street White Plains, NY 10601-4140, Room No. 118 on May 16, 2012 at 10:00 a.m. PLEASE TAKE FURTHER NOTICE that responses, if any, to the Motion must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, and shall be filed with the Bankruptcy Court electronically in accordance with General Order M-399 (General Order M-399 can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court), and shall be served in accordance with General Order M-399 and any further Order of the Bankruptcy Court upon the undersigned, with a copy delivered to Chambers, so as to be received no later than May 9, 2012 at 4:00 p.m. Only those responses made in writing and timely filed and received will be considered at the Hearing. Any such response must state with specificity the reason or reasons why the relief requested in the Motion should not be granted.

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Dated: New York, New York April 20, 2012

Pachulski Stang Ziehl & Jones LLP

/s/ Ilan D. Scharf Ilan D. Scharf, Esq. 780 Third Avenue, 36th Floor New York, NY 10017-2024 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 -andJames I. Stang, Esq. (admitted pro hac vice) 10100 Santa Monica Blvd., Suite 1100 Los Angeles, California 90067-4100 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 Counsel for the Official Committee of Unsecured Creditors of The Christian Brothers Institute and The Christian Brothers of Ireland, Inc.
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PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica, Boulevard, 11th Floor Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 James I. Stang, Esq. (admitted pro hac vice) -and780 Third Avenue, 36th Floor New York, New York 10017 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Ilan D. Scharf, Esq. Counsel for the Official Committee of Unsecured Creditors of The Christian Brothers Institute and The Christian Brothers of Ireland, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: Case No. 11-22820 (RDD) THE CHRISTIAN BROTHERS INSTITUTE, et al., (Jointly Administered) Debtors.

MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER COMPELLING PRODUCTION OF DOCUMENTS FROM IONA PREPARATORY SCHOOL The Official Committee of Unsecured Creditors (the Committee) of The Christian Brothers Institute (CBI) and The Christian Brothers of Ireland, Inc. (CBOI and, collectively with CBI, the Debtors), the debtors and debtors in possession in the above-captioned cases (the Cases) under chapter 11 of Title 11 of the United States Code (the Bankruptcy Code), by and through its undersigned counsel, hereby moves (the Motion) for entry of an order, pursuant to Rule 45 of the Federal Rules of Civil Procedure (the Civil Rules), made applicable herein by Rule 9016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules),

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compelling Iona Preparatory School (Iona Prep) to produce documents to the Committee. In support of its Motion, the Committee respectfully states as follows: I. 1. PRELIMINARY STATEMENT

Through this Motion, the Committee seeks to compel Iona Prep to produce

documents regarding the relationship between Iona Prep (including its trustees) and the Debtors. The Committee seeks production of these documents in order to assess the Committees concerns regarding the sale of properties by Debtor CBI to Iona Prep. The requested documents are clearly relevant to the proposed sale. Iona Prep has not objected to the subpoena and, in fact, has produced some documents responsive to some of the requests in the subpoena. 2. CBI seeks to sell two parcels of property to Iona Prep. The properties are

used by Iona Grammar School (Iona Grammar). CBI has stated that Iona Prep will allow Iona Grammar to continue using the properties after the sale. Iona Prep and Iona Grammar were both established by the Congregation of Christian Brothers (the Congregation). The Congregation is a Catholic religious order associated with the Debtors. Both schools continue to employ Christian Brothers as faculty. Moreover, two of the Debtors directors are trustees of each of Iona Prep and Iona Grammar, and all of the trustees are Christian Brothers. Thus, Iona Prep (the purchaser) and Iona Grammar (a third party beneficiary of the sale) appear to have a relationship with the Debtors that may rise to the level of an insider or an affiliate. As such, the Committee has raised concerns about the proposed sale and required information to assess those concerns. 3. The Committee properly issued and served a subpoena on Iona Prep

seeking documents relating to (a) the proposed sale and (b) the relationship between CBI and

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Iona Prep. Iona Prep did not object to the Subpoena or request any limitation of the scope of documents to be produced. Iona Prep also produced documents regarding the sale. However, Iona Prep has not produced any documents regarding the relationship between CBI and Iona Prep. As such, the Committee seeks to compel production of documents responsive to the Committees requests for information regarding the relationship between CBI and Iona Prep. II. A. Background Facts 4. On April 28, 2011, the Debtors filed voluntary petitions for relief under RELEVANT FACTS

chapter 11 of the Bankruptcy Code. The Debtors have continued in the possession of their property and have continued to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Cases. 5. On May 11, 2011, the Office of the United States Trustee (the U.S.

Trustee) appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The Committee retained Pachulski Stang Ziehl & Jones LLP (PSZJ) as counsel to represent the Committee in all matters during the pendency of the Cases. The Court has approved the Committees retention of PSZJ. 6. The purpose of these Cases is to address the Debtors liabilities for abuse

perpetrated by Christian Brothers or others for whom the Debtors are responsible. B. The Congregation of Christian Brothers 7. The Congregation is a Catholic religious order founded in 1802. The

Congregation is a canonical organization set up by the Roman Catholic Church as a teaching

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order under the church.1 The Congregations brothers take vows of poverty, chastity, and obedience to the Congregation or its Superior General.2 The Committee understands that the Congregations religious mission is primarily focused on youth education. C. The Proposed Sale 8. On January 30, 2012, CBI filed the Debtors Motion for Orders Pursuant

to Sections 105(a) and 363 of the Bankruptcy Code and Bankruptcy Rule 6004 Approving (I) Sale Procedures and Notice of the Auction Relating Thereto, (II) Sale of Real Estate to Iona Preparatory School or a Party Making a Higher and Better Offer Free and Clear of Liens, Claims, Interests and Encumbrances, (III) Approving the Stalking Horse Purchase Agreement, and (IV) Granting Related Relief [Docket No. 233] (the Sale Motion). Through the Sale Motion, CBI seeks to sell to Iona Prep two properties (collectively, the Properties) located at (a) 173 Stratton Road, New Rochelle, NY (173 Stratton) and (b) a parcel of vacant land across the street from 173 Stratton. 9. The Debtors have stated that Iona Grammar operates a school on the Properties. The Debtors also note Iona Grammar and Iona Prep shared common facilities from approximately 1916 through the 1950s. Sale Motion at 12.

See Transcript of 341 meeting held on June 28, 2011 (341 Tr.) at 23:13-16. See also THE HONORABLE S.H.S. HUGHES, Q.C., ROYAL COMMISSION OF INQUIRY INTO THE RESPONSE OF THE NEWFOUNDLAND CRIMINAL JUSTICE SYSTEM TO COMPLAINTS , Vol. 1, p. 1 (May 31, 1991) (the Hughes Commission Report) (available at http://lewisday.ca/ldllf.files/pdf/Mt.Cashel vol1.pdf (last visited on September 22, 2011)); REPORT OF THE COMMISSION TO INQUIRE INTO CHILD ABUSE, 6.01 (May 2009) (available at http://www.childabusecommission.ie/rpt/01-06.pdf (last visited on September 22, 2011)) (the Abuse Commission Report).
2

See Abuse Commission Report at 6.87.

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D.

The Schools Governing Structures 10. Iona Prep has a two-tiered board consisting of a Board of Trustees and a

Board of Directors. Iona Preps Board of Trustees is comprised entirely of three Christian Brothers, two of whom are also directors of CBI. Iona Preps Board of Directors is comprised of twelve members, one of whom is a Christian Brother. See list of Board of Trustees and Board of Directors of Iona Prep attached as Exhibit A hereto; Sale Motion at 14. 11. Similarly, Iona Grammar has a two-tiered board consisting of a Board of

Trustees and a Board of Directors. Iona Grammars Board of Trustees is comprised entirely of three Christian Brothers, two of whom are also directors of CBI. Iona Grammars Trustees are also the Trustees of Iona Prep. Sale Motion at 16. E. The Committees Objection to the Sale Procedures 12. On February 13, 2012, the Committee filed its Objection to the Sale

Motion [Docket No. 243] (the Objection). Through its Objection, the Committee, among other things, expressed its concerns that the sale of the Properties to Iona Prep was an insider sale. The Committee also objected to the sale procedures proposed by CBI because they were designed to chill bidding. 13. After a hearing on February 15, 2012 (the February 15 Hearing), the

Court held that the sale procedures proposed by the Debtors were deficient and approved the sale procedures only after substantial revisions, including (a) expanding the marketing period from 45 days to at least 90 days, (b) reducing competing bids from an all cash bid of $8.675 million to a bid with a total value of at least $6.25 million, and (c) reducing the breakup fee from $250,000 to the lesser of $75,000 or Iona Preps actual out of pocket costs. Most notably, the Court held that it would not pre-approve the agreement with Iona Prep if there are no other offers. See

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Transcript of February 15 Hearing 27:13-22 attached hereto as Exhibit B. The Subpoena seeks information from Iona Prep to address any issues that may arise at the sale hearing currently scheduled for June 28, 2012. III. 14. THE SUBPOENA

On February 1, 2012, the Committee served a subpoena (the Subpoena)

on Iona Prep. A true and correct copy of the Subpoena is attached hereto as Exhibit C. Through the Subpoena, the Committee requested documents concerning, among other things, the sale of the Properties and the relationship between and among the Congregation, Iona Prep and the Debtors. 15. Iona Preps counsel accepted service of the Subpoena. See Exhibit D

attached hereto. Iona Prep did not object to the Subpoena or seek an extension of time to respond to the Subpoena. In fact, Iona Prep produced documents responsive to those requests that sought production of documents related to the sale. However, Iona Prep did not produce any documents responsive to the following requests (the Withheld Information): 3. All Documents Concerning Organizational Documents of Iona Prep that are or were in effect during the period from April 28, 2010 through the present. 4. All Documents Concerning the election or selection of the Board of Trustees of Iona Prep for the period from 2005 through the present. 5. All Documents Concerning the rights, power and authority of the Board of Directors of Iona Prep that are or were in effect during the period from April 28, 2010 through the present. 6. All Documents Concerning the rights, power and authority of the Board of Trustees of Iona Prep that are or were in effect during the period from April 28, 2010 through the present.

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Subpoena, Ex. C at Requests 3-6.3 16. The Withheld Information is narrowly targeted to the specific issue of the

relationship between the Debtors and Iona Grammar. Moreover, a substantial portion of responsive documents are highly likely to be organizational documents that should be fairly simple to produce. However, Iona Prep has simply ignored the Committees request.4 17. On March 5, 2012, the Committee sought to meet and confer with Iona

Prep regarding its deficient document production. See Exhibit E hereto. Iona Prep ignored the Committees invitation. IV. 18. RELIEF REQUESTED

Through this Motion, the Committee respectfully requests that the Court

enter an order compelling Iona Prep to produce the Withheld Information within five business days of entry of such order. Specifically, the Committee requests that the Court direct Iona Prep to produce documents responsive to Requests 3-6 of the Subpoena. V. 19. JURISDICTION

This Court has subject matter jurisdiction to consider this matter pursuant

to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicate for the relief sought herein are Civil Rule 45, applicable to these Cases pursuant to Bankruptcy Rule 9016.
3

Capitalized terms used but not defined in this quotation from the Subpoena shall have the meanings and definitions ascribed to such terms in the Subpoena.

The Committee issued a Request for Production of Documents to the Debtors seeking production of, among other things, the same information sought from Iona Prep pursuant to the Subpoena. Counsel for the Debtors represented to the Committee that the Debtors did not have documents responsive to these requests.

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VI. A. Applicable Law 20.

DISCUSSION

Civil Rule 45, through Bankruptcy Rule 9016, applies in contested

matters. Civil Rule 45 permits the issuance of a subpoena duces tecum to non-parties. In re Subpoena Duces Tecum served on Clarick Gueron Reisbaum, LLP, Misc. Action No. M8-85, 2010 WL 4967441*1 (S.D.N.Y., November 30, 2010) (Clarick). 21. The Court has sole discretion to grant motions to compel. Clarick, 2010

WL 4967441*1 (quoting Fitch, Inc. v. UBS Painwebber, Inc., 330 F.3d 104,108 (2d Cir. 2003) (noting that Motions to compel are entrusted to the sole discretion of the court)). 22. Pursuant to Civil Rule 26, a party may obtain discovery that is relevant to

any partys claim or defense. Fed. R. Civ. P. 26; see also Ackerman v. New York City Dept of Information Technology and Telecommunications, Case No. 09 cv 2436 (JBW)(LB), 2010 WL1172625*1 (E.D.N.Y., March 24, 2010). B. The Court Should Grant the Motion to Compel 23. Here, the Withheld Information is relevant and necessary for the

Committee to understand the relationship between the Debtors and Iona Prep. The Debtors are civil corporate entities that, among other things, support the Christian Brothers religious entities (i.e., the NAP or the Congregation) in carrying out their religious mission. Iona Grammars trustees are all Brothers of the Congregation. The Debtors directors are all members of the Congregation. Moreover, two of Iona Preps Trustees are directors of CBI and members of the

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NAPs Provincial Leadership Team. Thus, there is a relationship between Iona Prep and the Debtors. The Withheld Information is likely to shed some light on the nature of that relationship. 24. Moreover, upon information and belief, Iona Preps Board of Trustees (all

of whom are Christian Brothers) must approve significant matters already approved by Iona Preps Board of Directors. However, neither the Debtors nor Iona Prep has provided any information to the Committee regarding the scope of authorization granted to Iona Preps Board of Trustees or its Board of Directors. Neither the Debtors nor Iona Prep has disclosed how the Board of Trustees is selected. As such, the Committee must examine documents in order to understand these issues. 25. The Committee needs to understand the degree of control that the Debtors,

the Congregation or NAP has over Iona Preps Board of Trustees. This concern is especially poignant in these Cases because Christian Brothers, including Iona Preps Trustees, have all sworn oaths of obedience to the Congregation or its Superior General. Moreover, Christian Brothers in the NAP, including Iona Preps Trustees, appear to depend solely on the NAP and the Debtors for their subsistence. The Committee seeks to understand these tangled relationships and understand the scope of authority between and among each of these related parties. However, the Committee cannot properly assess that information without documents from Iona Prep, including the Withheld Information. 26. Based on the foregoing, the Committee respectfully requests entry of an

order compelling production of the Withheld Information.

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27. or any other Court.

VII. NO PRIOR REQUEST No prior request for the relief sought in this Motion has been made to this

VIII. NOTICE 28. Notice of this Motion has been given to (a) the U.S. Trustee; (b) Counsel

to the Iona Prep; (c) Counsel to the Debtors; (d) all parties listed on the matrixes of creditors provided by the Debtors in these Cases; and (e) all parties that filed a notice of appearance in these Cases as of the date hereof. In light of the nature of the relief requested herein, the Committee submits that no other or further notice is required.

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WHEREFORE, the Committee respectfully requests entry of an order, substantially in the form attached as Exhibit F hereto, compelling Iona Prep to produce the Withheld Information within five business days of entry of an order compelling production of such documents. Dated: New York, New York April 20, 2012 PACHULSKI STANG ZIEHL & JONES LLP

/s/ Ilan D. Scharf Ilan D. Scharf, Esq. 780 Third Avenue, 36th Floor New York, NY 10017-2024 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 -andJames I. Stang, Esq. (admitted pro hac vice) 10100 Santa Monica Blvd., Suite 1100 Los Angeles, California 90067-4100 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 Counsel for the Official Committee of Unsecured Creditors of The Christian Brothers Institute and The Christian Brothers of Ireland, Inc.

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Exhibit A

Iona Preparatory School

http://ionaprep.org/apps/pages/?uREC_ID=86505&type=d

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Search website

Board of Directors
Board of Trustees Br. Lawrence T. Murphy, CFC Chairman Br. Daniel J. Casey, CFC Br. Raymond Vercruysse, CFC, Ed D Board of Directors John A. Verni, Esq. 80, Chairman Sr. Ona Bessette, CND Diane D. Brink Kevin J. Degen 74 William J. Falvey 86 Neil L. Lane, Esq. 81 Br. Thomas R. Leto, CFC Francis X. Mara 78 Robert H. McCooey, Jr. 83 Fr. Daniel OReilly Felix J. Petrillo 89 Thomas B. Wilson 91 Directors Emeriti William F. Harrington* John P. Heffernan Vito Verni (*Deceased)

Copyright Iona Preparatory School, 255 Wilmot Rd., New Rochelle, NY 10804 Phone: 914-632-0714 Fax: 914-632-9760

1 of 1

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Exhibit B

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Page 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Case No. 11-22820-rdd - - - - - - - - - - - - - - - - - - - - -x In the Matter of:

THE CHRISTIAN BROTHERS' INSTITUTE,

Debtors.

- - - - - - - - - - - - - - - - - - - - -x

United States Bankruptcy Court 300 Quarropas Street White Plains, New York

February 15, 2012 12:23 PM

B E F O R E: HON. ROBERT D. DRAIN U.S. BANKRUPTCY JUDGE

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Page 2

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Response and Joinder of Iona Grammar School in Support of the Debtors Motion to Approve (I) Sale of Real Property Located at 173 Stratton Road, New Rochelle, New York and Vacant Land Across Therefrom to Iona Preparatory School, or Such Entity Which Makes a Higher and Better Bid; (II) Sale Procedures with Respect to Such Sale; and (III) Granting Related Relief (related document(s)233, 239) Motion to Sell Free and Clear of Liens Debtors Motion for Orders Pursuant to Sections 105(a) and 363 of the Bankruptcy Code and Bankruptcy Rule 6004 Approving (I) Sale Procedures and Notice of the Auction Relating Thereto, (II) Sale of Real Estate to Iona Preparatory School or a Party Making a Higher and Better Offer Free and Clear of Liens, Claims, Interests and Encumbrances, (III) Approving the Stalking Horse Purchase Agreement, and (IV) Granting Related Relief (related document(s)233)

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Page 3

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Statement in Support of Debtors Motion to Approve Procedures and Auction Relating to the Sale of the Iona Grammar School to Iona Preparatory School (related Document(s)233) Motion to Sell Free and Clear of Liens Debtors Motion, Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code and Bankruptcy Rule 6004, for an Order Authorizing the Private Sale of Certain Real Property Free and Clear of Liens, Claims, Interests and Encumbrances (related document(s)211) Declaration of Michael J. Bowe in Support of the Response and Joinder of Iona Grammar School in Support of the Debtors Motion to Approve (I) Sale of Real Property Located at 173 Stratton Road, New Rochelle, New York and Vacant Land Across Therefrom to Iona Preparatory School, or Such Entity Which Makes a Higher and Better Bid; (II) Sale Procedures with Respect to Such Sale; and (III) Granting Related Relief (related document(s)233, 239, 240)

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Page 4

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Transcribed by: Shalom Boroda Objection Committees Objection to Debtors Application for Retention of Rakow Commercial Realty Group, Inc. as Debtors Real Estate Broker (related document(s)241) Response Committees Reply and Joinder of Iona Grammar School in Support of the Debtors Motion to Approve (I) Sale of Real Property Located at 173 Stratton Road, New Rochelle, New York and Vacant Land Across Therefrom to Iona Preparatory School, or Such Entity Which Makes a Higher and Better Bid; (II) Sale Procedures with Respect to Such Sale; and (III) Granting Related Relief (related document(s)239, 233)

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Page 5

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: JAMES STANG, ESQ. ILAN D. SCHARF, ESQ. PACHULSKI STANG ZIEHL & JONES Attorneys for Official Committee of Unsecured Creditors 780 Third Avenue 36th Floor New York, NY 10017 BY: SCOTT S. MARKOWITZ, ESQ. ERIC H. HORN, ESQ. A P P E A R A N C E S : TARTER KRINSKY & DROGIN LLP Attorneys for the Debtors 1350 Broadway New York, NY 10018

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UNITED STATES DEPARTMENT OF JUSTICE Office of the United States Trustee 33 Whitehall Street 21st Floor New York, NY 10004

BY:

SUSAN GOLDEN, ESQ. (TELEPHONICALLY)

KASOWITZ, BENSON, TORRES & FIREDMAN LLP Attorneys for Iona Grammar School 1633 Broadway New York, NY 10019

BY:

MICHAEL J. BOWE, ESQ.

KENT, HAZZARD, WILSON, CONROY, VERNI AND FREEMAN, LLP Attorneys for Iona Preparatory School 111 Church Street White Plains, NY 10601

BY:

JOHN A. VERNI, ESQ.

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

MR. STANG:

What we're interested in is someone who

doesn't have an announced predilection as to the identity of the buyer. THE COURT: All right; and I'm telling the debtors

that they don't have an announced predilection. MR. MARKOWITZ: THE COURT: And we understand that, Your Honor.

It can't be the case. Just because we were saying that as

MR. MARKOWITZ:

aspect of our business judgment we thought it made sense to continue, doesn't mean that's how we're -THE COURT: Right. Look, I took --

MR. MARKOWITZ: THE COURT:

-- the answer --

-- I took their pleading as basically a And one of the --

defense of their entry into this contract.

notwithstanding the appraisal -- and one of the aspects of the bidding procedures that I want to make clear here is, it is not clear to me -- and unlike most situations -- that I should preapprove this contract as the winning bidder if there are no other bids -- I need to look at that at the sale hearing, fresh. I also believe that the purchase price should not be I don't think you're getting an

limited to an all-cash deal. all-cash here necessarily. MR. MARKOWITZ: THE COURT: Okay.

Obviously you need to evaluate the

consideration, but that goes into the better category as

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Exhibit C

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Exhibit D

11-22820-rdd Ilan D. Scharf

From: Sent: To: Subject: Attachments:

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Ilan D. Scharf Wednesday, February 01, 2012 10:54 AM 'John A. Verni' RE: In re The Christian Brothers' Institute Iona Prep Subpoena .pdf

Thank you. Attached is a copy of the Subpoena. The original will follow via FedEx.

Ilan D. Scharf Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 36th Floor New York, NY 10017-2024 Tel: 212.561.7700 | Fax: 212.561.7777 ischarf@pszjlaw.com www.pszjlaw.com
Los Angeles | San Francisco | Wilmington, DE | New York CONFIDENTIALITY This e-mail message and any attachments thereto is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail message, you are hereby notified that any dissemination, distribution or copying of this e-mail message, and any attachments thereto is strictly prohibited. If you have received this e-mail message in error, please immediately notify me by telephone and permanently delete the original and any copies of this email and any prints thereof. NOT INTENDED AS A SUBSTITUTE FOR A WRITING Notwithstanding the Uniform Electronic Transactions Act or the applicability of any other law of similar substance and effect, absent an express statement to the contrary hereinabove, this e-mail message, its contents, and any attachments hereto are not intended to represent an offer or acceptance to enter into a contract and are not otherwise intended to bind the sender, Pachulski Stang Ziehl & Jones LLP, any of its clients, or any other person or entity. IRS Circular 230 Disclosure: In order to comply with requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.

From: John A. Verni [mailto:javerni@aol.com] Sent: Wednesday, February 01, 2012 10:06 AM To: Ilan D. Scharf Subject: Re: In re The Christian Brothers' Institute Mr. Scharf, My firm will accept service of the subpoena on behalf of Iona Prep. John A. Verni, Esq. KENT, HAZZARD, LLP 111 Church Street White Plains, N.Y. 10601 W: (914)948-4700

-----Original Message----From: Ilan D. Scharf <ischarf@pszjlaw.com> To: javerni <javerni@aol.com> Sent: Tue, Jan 31, 2012 6:12 pm Subject: In re The Christian Brothers' Institute
1

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Mr. Verni,

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My firm represents the creditors committee in the Christian Brothers chapter 11 cases. We intend to issue a subpoena to Iona Preparatory School in connection with the sale. We understand (from the sale agreement) that your firm is counsel to Iona Prep. Will you accept service of the subpoena on behalf of Iona Prep? Thank you in advance for your courtesy. Very truly yours, Ilan Scharf

Ilan D. Scharf Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 36th Floor New York, NY 10017-2024 Tel: 212.561.7700 | Fax: 212.561.7777 ischarf@pszjlaw.com www.pszjlaw.com Los Angeles | San Francisco | Wilmington, DE | New York CONFIDENTIALITY This e-mail message and any attachments thereto is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail message, you are hereby notified that any dissemination, distribution or copying of this e-mail message, and any attachments thereto is strictly prohibited. If you have received this e-mail message in error, please immediately notify me by telephone and permanently delete the original and any copies of this email and any prints thereof. NOT INTENDED AS A SUBSTITUTE FOR A WRITING Notwithstanding the Uniform Electronic Transactions Act or the applicability of any other law of similar substance and effect, absent an express statement to the contrary hereinabove, this e-mail message, its contents, and any attachments hereto are not intended to represent an offer or acceptance to enter into a contract and are not otherwise intended to bind the sender, Pachulski Stang Ziehl & Jones LLP, any of its clients, or any other person or entity. IRS Circular 230 Disclosure: In order to comply with requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.

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Exhibit E

11-22820-rdd Ilan D. Scharf

From: Sent: To: Subject: Attachments:

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Ilan D. Scharf Monday, March 05, 2012 8:35 PM 'John A. Verni' In re The Christian Brothers' Institute, et al. Iona Prep Subpoena .pdf

John, As discussed at last weeks hearing, through the subpoena issued by the Official Committee of Unsecured Creditors of The Christian Brothers Institute to Iona Preparatory School (attached hereto for your convenience), the Committee seeks, among other things, documents concerning the Organizational Documents of Iona Prep (each as defined in the Subpoena); documents concerning the election or selection of the Board of Trustees of Iona Prep; documents concerning the rights, powers and authority of the Board of Directors of Iona Prep; and documents concerning the rights, power and authority of the Board of Trustees of Iona Prep. To date, Iona Prep has not produced any documents responsive to those requests. Iona Preps deadline to respond or object to the subpoena has expired. The Committee expects that Iona Prep will either produce responsive documents or attend a meet and confer with the Committee within seven days. Otherwise the Committee will move to compel production of the documents. Ilan Scharf

Ilan D. Scharf Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 36th Floor New York, NY 10017-2024 Tel: 212.561.7700 | Fax: 212.561.7777 ischarf@pszjlaw.com www.pszjlaw.com
Los Angeles | San Francisco | Wilmington, DE | New York CONFIDENTIALITY This e-mail message and any attachments thereto is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail message, you are hereby notified that any dissemination, distribution or copying of this e-mail message, and any attachments thereto is strictly prohibited. If you have received this e-mail message in error, please immediately notify me by telephone and permanently delete the original and any copies of this email and any prints thereof. NOT INTENDED AS A SUBSTITUTE FOR A WRITING Notwithstanding the Uniform Electronic Transactions Act or the applicability of any other law of similar substance and effect, absent an express statement to the contrary hereinabove, this e-mail message, its contents, and any attachments hereto are not intended to represent an offer or acceptance to enter into a contract and are not otherwise intended to bind the sender, Pachulski Stang Ziehl & Jones LLP, any of its clients, or any other person or entity. IRS Circular 230 Disclosure: In order to comply with requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.

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Exhibit F

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: Case No. 11-22820 (RDD) THE CHRISTIAN BROTHERS INSTITUTE, et al., (jointly administered) Debtors.

ORDER COMPELLING PRODUCTION OF DOCUMENTS FROM IONA PREPARATORY SCHOOL This matter coming before the Court on Motion of the Official Committee of Unsecured Creditors for Entry of an Order Compelling Production of Documents from Iona Preparatory School (the Motion);1 the Court having reviewed and considered the Motion and accompanying papers; the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and (iii) notice of the Motion as described in the Motion was proper under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and good and sufficient cause appearing therefor, it is hereby ORDERED that 1. 2. The Motion is GRANTED. Iona Prep shall produce the Withheld Information as promptly as is

practicable, but in any event no later than five (5) business days of entry of this Order. 3. Nothing contained herein shall prejudice the Committees rights under to

seek further document productions and written and oral examinations in connection with these Cases.

1 Capitalized terms not defined herein shall have the meanings and definitions ascribed to them in the Motion.

DOCS_NY:27088.1

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4.

The Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation of this Order.

Dated: White Plains, New York May __, 2012

_______________________________________ THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

DOCS_NY:27088.1