Exhibit 99.2
Richard M. Cieri (NY 4207122) | Michael A. Condyles (VA 27807) | |
KIRKLAND & ELLIS LLP | Peter J. Barrett (VA 46179) | |
Citigroup Center | Ronald A. Page, Jr. (VA 71343) | |
153 East 53rd Street | KUTAK ROCK LLP | |
New York, New York 10022-4611 | Bank of America Center | |
Telephone: (212) 446-4800 | 1111 East Main Street, Suite 800 | |
Richmond, Virginia 23219-3500 | ||
and | Telephone: (804) 644-1700 | |
Anup Sathy, P.C. (IL 6230191) | ||
Marc J. Carmel (IL 6272032) | ||
KIRKLAND & ELLIS LLP | ||
200 East Randolph Drive | ||
Chicago, Illinois 60601-6636 | ||
Telephone: (312) 861-2000 | ||
Co-Counsel to the Debtors |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
RICHMOND DIVISION
In re: | ) | Case No. 07-33849 | ||||||
) | Jointly Administered | |||||||
MOVIE GALLERY, INC., et al.,1 | ) | Chapter 11 | ||||||
) | Hon. Douglas O. Tice, Jr. | |||||||
Debtors. | ) | |||||||
) |
ORDER APPROVING THE DEBTORS’ KEY EMPLOYEE INCENTIVE PLAN
Upon the motion (the “Motion”)2 of the above-captioned debtors (collectively, the “Debtors”) for the entry of an order (the “Order”) approving the Debtors’ Key Employee Incentive Plan (“KEIP”); it appearing that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b);
1 | The Debtors in these proceedings are: Movie Gallery, Inc.; Hollywood Entertainment Corporation; M.G. Digital, LLC; M.G.A. Realty I, LLC; MG Automation LLC; and Movie Gallery US, LLC. |
2 | Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion. |
venue being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; proper notice of the Motion having been provided to all necessary and appropriate parties, including pursuant to the Order Establishing Certain Notice, Case Management and Administrative Procedures [Docket No. 88] entered by the Court on October 17, 2007, and no further notice being necessary; and after due deliberation and sufficient cause appearing therefor, it is herebyORDERED, ADJUDGED and DECREEDthat
1. The Motion is granted in its entirety.
2. The Debtors’ KEIP is approved and the payments made in contemplation thereof constitute transfers and obligations permitted by sections 363(b) and 503(c)(3) of the Bankruptcy Code.
3. The Debtors are authorized to make payments under the KEIP without further notice.
4. Every payment and distribution obligation of the Debtors under the KEIP shall be treated as an administrative expense pursuant to section 503(b)(1)(A) of the Bankruptcy Code.
5. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion.
6. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.
7. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order.
Date: Feb 29 2008 | /s/ Douglas O. Tice Jr. | |
United States Bankruptcy Judge | ||
Entered on docket: February 29 2008 |
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We ask for this: |
/s/ Peter J. Barrett |
Richard M. Cieri (NY 4207122) |
KIRKLAND & ELLIS LLP |
Citigroup Center |
153 East 53rd Street |
New York, New York 10022-4611 |
Telephone: (212) 446-4800 |
Facsimile: (212) 446-4900 |
and |
Anup Sathy, P.C. (IL 6230191) |
Marc J. Carmel (IL 6272032) |
KIRKLAND & ELLIS LLP |
200 East Randolph Drive |
Chicago, Illinois 60601-6636 |
Telephone: (312) 861-2000 |
Facsimile: (312) 861-2200 |
and |
Michael A. Condyles (VA 27807) |
Peter J. Barrett (VA 46179) |
Ronald A. Page, Jr. (VA 71343) |
KUTAK ROCK LLP |
Bank of America Center |
1111 East Main Street, Suite 800 |
Richmond, Virginia 23219-3500 |
Telephone: (804) 644-1700 |
Facsimile: (804) 783-6192 |
Co-Counsel to the Debtors |
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LOCAL RULE 9022-1(C)(2) CERTIFICATION
The undersigned hereby certifies that the foregoing proposed Order has been served upon all necessary parties, which necessary parties consist of the creditors and parties in interest constituting the Core Group and the 2002 List, as such terms are defined in that certain Order Establishing Certain Notice, Case Management and Administrative procedures [Docket No. 88] entered by the Court on October 17, 2007. On February 15, 2008, service of the proposed Order was effected on the aforementioned parties by electronic mail, overnight mail and/or first class mail, postage prepaid (only if electronic mail or overnight mail was unavailable) [Docket No. 1466].
/s/ Peter J. Barrett |
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