Free Designated Record on Appeal - District Court of Delaware - Delaware

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------x : In re: : Chapter 11 : Case No. 06-10110 (CSS) RNI WIND DOWN CORPORATION, et al., : : (Jointly Administered) : Debtors. : : ------------------------------------------------------------x

DESIGNATION OF RECORD AND STATEMENT OF ISSUES PRESENTED ON THE PLAN ADMINISTRATOR'S APPEAL FROM THE DECISION AND ORDER OVERRULING THE MODIFIED OMNIBUS OBJECTION TO INDEMNIFICATION CLAIMS OF CERTAIN OF THE DEBTORS' FORMER DIRECTORS ENTERED BY THE BANKRUPTCY COURT ON JULY 9, 2007 Pursuant to Rule 8006 of the Federal Rules of Bankruptcy Procedure, the plan administrator designated in the above-captioned cases (the "Plan Administrator"), hereby designates the record and issues presented on appeal to the United States District Court for the District of Delaware from the Decision [Docket No. 1406] and Order [Docket No. 1407] (collectively, the Decision and Order shall be referred to hereinafter as the "Order") entered by United States Bankruptcy Court for the District of Delaware (Christopher S. Sontchi, J.) on July 9, 2007 overruling the Modified Omnibus Objection to Indemnification Claims of Certain of the Debtors' Former Directors and Officers (the "Claim Objection") [Docket No. 650] in connection with the proof of claim filed by Andrew Feldman (the "Feldman Claim"). Statement Of Issues Presented On Appeal 1. Whether the Bankruptcy Court erred in finding that the Feldman Claim is not

subject to disallowance pursuant to section 502(e)(1)(B) of the Bankruptcy Code, including whether:

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(a)

The Bankruptcy Court erred in finding that the Feldman Claim is not contingent;

(b)

The Bankruptcy Court erred in finding that the Debtors and the claimant are not co-liable with respect to the Feldman Claim; and

(c)

The Bankruptcy Court erred in finding that the claimant waived his right to indemnification for losses incurred as a result of the underlying claims other than for reimbursement of attorneys' fees and expenses.

2.

Whether the Bankruptcy Court erred in finding that the Claim Objection

addressed a claim for advancement rather than a claim for indemnification only. 3. Whether the Bankruptcy Court erred in finding that estimation of the claim

under section 502(c)(1) of the Bankruptcy Code was not required because the failure to fix or liquidate the claim would not unduly delay administration of the case. Designation Of Items To Be Included In The Record On Appeal1 1. Motion to Approve Indemnification and Advancement of Defense Costs and

Expenses to Certain Officers and Directors Filed by RNI Wind Down Corporation et. al. [Docket No. 408] 2. Conditional Objection By Creditors Romulus Pereira, Robert Stanton, And Suresh

Gopalakrishnan To Debtors' Motion For An Order Pursuant To Rule 9019 Of The Federal Rules Of Bankruptcy Procedure Approving The Amendment Of The Stipulation And Agreement Of Settlement Dated As Of November 12, 2004 [Docket No. 438]

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Each designated item shall also include any exhibits to such item. 2

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3.

Response to Debtors' Motion for an Order Authorizing and Approving

Indemnification and Advancement of Defense Costs and Expenses to Certain Officers and Directors Filed by Christopher Paisley [Docket No. 439] 4. Response to the Debtors' Motion for an Order Authorizing and Approving

Indemnification and Advancement of Defense Costs and Expenses to Certain Officers and Directors Filed by Mr. John Kern [Docket No. 446] 5. Response to Debtors' Motion for Order Authorizing and Approving

Indemnification and Advancement of Defense Costs Filed by Official Committee of Unsecured Creditors [Docket No. 452] 6. Objection to Debtors' Motion for an Order Authorizing and Approving

Indemnification and Advancement of Defense Costs and Expenses to Certain Officers and Directors Filed by The Official Committee of Equity Security Holders [Docket No. 454] 7. Reply Of Certain Directors To The Responses And Objections To Debtors'

Motion For An Order Authorizing And Approving Indemnification And Advancement Of Defense Costs And Expenses To Certain Officers And Directors Filed by Directors and Officers of RNI Wind Down Corporation [Docket No. 477] 8. Conditional Objection to and Joinder In Certain Responses by Creditor Andrew

Feldman to Debtors' Motion for an Order Authorizing and Approving Indemnification and Advancement of Defense Costs and Expenses to Certain Officers and Directors [Docket No. 478]

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9.

Transcript of Omnibus Hearing Before United States Bankruptcy Court for the

District of Delaware Judge Christopher S. Sontchi on June 30, 2006 [Docket No. 489] 10. Order Authorizing and Approving Advancement of Defense Costs and Expenses

to: (A) Current Directors and Officers; (B) Certain Former Directors and Officers; and (C) Certain Current and Former Employees [Docket No. 531] 11. Omnibus Objection To Indemnification Claims Of Certain Of The Debtors'

Former Directors And Officers Filed by The Official Committee of Equity Security Holders [Docket No. 599] 12. Modified Omnibus Objection to Indemnification Claims of Certain of the

Debtors' Former Directors and Officers Filed by The Official Committee of Equity Security Holders [Docket No. 650] 13. Joinder of the Plan Administrator to the Omnibus Objection to Indemnification

Claims of Certain of the Debtors' Former Directors and Officers Filed by Plan Administrator of RNI Wind Down Corp., et al. [Docket No. 929] 14. Joint Stipulation Regarding Undisputed Facts Between Romulus Pereira and

Robert Stanton and Plan Administrator and Andrew Feldman Filed by Romulus Pereira and Robert Stanton [Docket No. 1077] 15. Feldman's Motion for an Order Prohibiting Third-Party Undertakings As a

Condition of Advancement [Docket No. 1110]

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16.

Motion of Andrew Feldman Pursuant to Section 503(b)(1)(A) and 507(a)(2) of

the Bankruptcy Code for Allowance and Payment of Administrative Expense Filed by Andrew Feldman [Docket No. 1155] 17. Plan Administrator's Opposition to Motion of Andrew Feldman for Advancement

of Costs Without an Appropriate Undertaking [Docket No. 1156] 18. Reply of Andrew Feldman to Plan Administrator's Opposition to Motion of

Andrew Feldman for Advancement of Costs Without An Appropriate Undertaking [Docket No. 1169] 19. Order Allowing Plan Administrator to Advance Defense Costs to Andrew

Feldman's Counsel, Subject to Disgorgement [Docket No. 1209] 20. Transcript of Omnibus Hearing Before United States Bankruptcy Court for the

District of Delaware Judge Christopher S. Sontchi on November 14, 2006 [Docket No. 1232] 21. Plan Administrator's Motion in Limine to Preclude Claimant Andrew Feldman

from Proffering Expert Testimony from David J. Schindler, A Lay Witness, Concerning Expected Future Legal Expenses [Docket No. 1307] 22. Joint Stipulation Regarding Undisputed Facts Between Andrew Feldman, Plan

Administrator of RNI Wind Down Corp., et al. and Plan Administrator and Counsel for Claimant, Andrew Feldman Filed by Andrew Feldman, Plan Administrator of RNI Wind Down Corp., et al. [Docket No. 1309]

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23.

Response

to

Modified

Omnibus

Objection

of

Equity

Committee

to

Indemnification Claims of Certain of the Debtors' Former Directors and Officers Filed by Andrew Feldman [Docket No. 1312] 24. Reply in Further Support of Motion in Limine to Preclude Claimant Andrew

Feldman from Proferring Expert Testimony from David J. Schindler, a Lay Witness, Concerning Expected Future Legal Expenses Filed by Plan Administrator of RNI Wind Down Corp., et al. [Docket No. 1324] 25. Transcript of Omnibus Hearing Before United Stated Bankruptcy Court for the

District of Delaware Judge Christopher S. Sontchi on February 8, 2007 [Docket No. 1333] 26. Plan Administrator's Post-Trial Brief in Connection with Claim of Andrew

Feldman for Indemnity [Docket No. 1358] 27. Compendium of Unreported Cases with Respect to the Plan Administrator's Post-

Trial Brief in Connection with Claim of Andrew Feldman for Indemnity Filed by Plan Administrator of RNI Wind Down Corp., et al. [Docket No. 1359] 28. Andrew Feldman's Post-Trial Brief and Response to Plan Administrator's Post-

Trial Brief in Connection with Claim of Andrew Feldman for Indemnity Filed by Andrew Feldman [Docket No. 1367] 29. 1374] Plan Administrator's Reply to Andrew Feldman's Post-Trial Brief [Docket No.

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30.

Notice of Completion of Briefing with respect to the claim of Andrew Feldman

for indemnification Filed by Plan Administrator of RNI Wind Down Corp., et al. [Docket No. 1391] 31. Certification of Counsel Regarding Status of Tolling Agreement Between Andrew

Feldman and United States of America Filed by Andrew Feldman [Docket No. 1403] 32. Certification of Counsel Regarding Submission to the Court of a Copy of Andrew

Feldman's Filed Proof of Claim # 207 Filed by Andrew Feldman [Docket No. 1404] 33. Decision entered by United States Bankruptcy Court for the District of

Delaware Judge Christopher S. Sontchi on July 9, 2007 overruling the Modified Omnibus Objection to Indemnification Claims of Certain of the Debtors' Former Directors and Officers, denying as moot the Plan Administrator's Motion in Limine to Preclude Claimant Andrew Feldman from Proffering Expert Testimony from David J. Schindler, A Lay Witness, Concerning Expected Future Legal Expenses and withdrawing as moot the Request for Judicial Notice of Andrew Feldman in Support of His Response to Modified Omnibus Objection of Equity Committee to Indemnification Claims of Certain of the Debtors' Former Directors and Officers [Docket No. 1406] 34. Order entered by United States Bankruptcy Court for the District of Delaware

Judge Christopher S. Sontchi on July 9, 2007 overruling the Modified Omnibus Objection to Indemnification Claims of Certain of the Debtors' Former Directors and Officers, denying as moot the Plan Administrator's Motion in Limine to Preclude Claimant Andrew Feldman from Proffering Expert Testimony from David J. Schindler, A Lay Witness, Concerning Expected Future Legal Expenses and withdrawing as moot the Request for Judicial Notice of 7
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Andrew Feldman in Support of His Response to Modified Omnibus Objection of Equity Committee to Indemnification Claims of Certain of the Debtors' Former Directors and Officers [Docket No. 1407] 35. Notice of Appeal [Docket No. 1408]

Dated: Wilmington, Delaware August 3, 2007 Respectfully submitted, WOMBLE, CARLYLE, SANDRIDGE & RICE PLLC

By: /.s/ Steven K. Kortanek Steven K. Kortanek (Del. Bar No. 3106) 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Tel: 302-252-4363 Fax: 302-661-7728 -- and -BROWN RUDNICK BERLACK ISRAELS LLP Emilio A. Galván Seven Times Square New York, NY 10036 Tel: 212-209-4800 Fax: 212-209-4801 -- and -William R. Baldiga Sunni P. Beville One Financial Center Boston, MA 02111 Tel: 617-856-8200 Fax: 617-856-8201 COUNSEL TO THE PLAN ADMINISTRATOR

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