OMNIBUS RESPONSE AND RESERVATION OF RIGHTS OF WELLS FARGO ... · PDF fileOmnibus Objection and Response of Wells Fargo Bank, ... supplement, let alone provide drafts of these documents

ARENT FOX LLP ATTORNEYS AT LAW

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NYC\479810.1

OMNIBUS RESPONSE AND RESERVATION OF RIGHTS OF WELLS FARGO TO PROPOSED PLAN MODIFICATIONS

ARENT FOX LLP Aram Ordubegian (SBN 185142) 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone: (213) 629-7400 Facsimile: (213) 629-7401 Andrew I. Silfen (admitted pro hac vice) Ronni N. Arnold (admitted pro hac vice) 1675 Broadway New York, NY 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990

Jeffrey N. Rothleder (admitted pro hac vice) 1050 Connecticut Ave., N.W. Washington, DC 20036 Telephone: (202) 857-6000 Facsimile: (202) 857-06395

Attorneys for Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company, as Trustee

IN THE UNITED STATES BANKRUPTCY COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA

SANTA ANA DIVISION

In re: FREMONT GENERAL CORPORATION, a Nevada corporation,

Debtor,

Case No. 8:08-bk-13421-ES

Chapter Number: 11

OMNIBUS RESPONSE AND RESERVATION OF RIGHTS OF WELLS FARGO BANK, N.A. AND WELLS FARGO DELAWARE TRUST COMPANY, AS TRUSTEE TO PROPOSED MODIFICATIONS TO COMPETING PLANS OF REORGANIZATION

Hearing

Date: April 2, 2010 Time: 9:30 a.m. Courtroom: Courtroom 5A 411 West Fourth Street Santa Ana, California 92701

Case 8:08-bk-13421-ES Doc 1848 Filed 03/31/10 Entered 03/31/10 10:38:45 Desc Main Document Page 1 of 25

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Docket #1848 Date Filed: 3/31/2010


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NYC\479810.1

1 OMNIBUS OBJECTION AND RESERVATION OF RIGHTS OF WELLS FARGO TO PROPOSED PLAN MODIFICATIONS

Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company (“Wells Fargo” or the

“Trustee”), solely in their respective capacities as: (a) Indenture Trustee; (b) Institutional Trustee;

(c) Guaranty Trustee; and (d) Delaware Trustee, hereby file this Omnibus Response to the

proposed plan modifications proposed by: (i) the Official Committee of Equity Holders (the

“Equity Committee”) to their Fourth Amended Chapter 11 Plan of Reorganization dated March

18, 2010 and March 24, 2010 [Docket Nos. 1779 and 1810] (the “Equity Committee Plan”);

(ii) New World Acquisition, LLC (“New World”) to their Second Amended Chapter 11 Plan of

Reorganization for Fremont General Corporation (dated March 18, 2010) [Docket No. 1775] (the

“New World Plan”); (iii) Signature Group Holdings LLC (“Signature”) to their Chapter 11 Plan

of Reorganization of Fremont General Corporation dated March 18, 2010 [Docket No. 1784] (the

“Signature Plan”), and (iv) the Official Committee of Unsecured Creditors (the “ Creditors

Committee”)1 to their plan of reorganization dated March 18, 2010 [Docket No. 1780] (the

“Creditors’ Committee Plan”), together with the Equity Committee Plan, the New World Plan and

the Signature Plan, the “Competing Plans”) and Reservation of Rights, and respectfully represent

as follows:2

PRELIMINARY STATEMENT

1. Putting aside, for a moment, the treatment of the TOPrS, the Competing Plan

process is now not about disagreement over value or treatment, but is more about who manages

and controls the Reorganized Debtor and gains the attendant economic benefits of that control.

On the basis of that disagreement, it is clear that consensus can never be reached among the

equity plan proponents and litigation cannot be avoided. As a result, each Plan Proponent (other

1 The Creditors Committee, the Equity Committee, New World and Signature shall collectively be referred to as the “Plan Proponents”. 2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Omnibus Objection and Response of Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company, as Trustee to Proposed Competing Plans of Reorganization and Reservation of Rights [Docket No. 1680] (the “Initial Objection”), the First Response of Wells Fargo [Docket No. 1713] (the “Response”), the Statement of Wells Fargo [Docket No. 1741] (the “Wells Statement”), and the Summary Statement Regarding Reinstatement [Docket No. 1766] (the “Reinstatement Statement,” and together with the Initial Objection, the Response, the Wells Statement and the Reinstatement Statement, the “Wells Fargo Pleadings”) and each of the foregoing are incorporated herein by reference.



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NYC\479810.1 - 2 - OMNIBUS OBJECTION AND RESERVATION OF RIGHTS OF

WELLS FARGO TO PROPOSED PLAN MODIFICATIONS

than the Creditors Committee) has been and continues to seek to frustrate the efforts of the other

Plan Proponents by throwing obstacles in the way of confirmation and engaging in aggressive

litigation strategies. As the history of this case demonstrates, each and every issue of any

significance has generated massive litigation and resultant substantial professional fees, risk,

uncertainty and delay and this, in turn, has generated numerous plan amendments and motion

practice. All of which jeopardizes confirmation of any plan in these proceedings.

2. From Wells Fargo’s prospective, it now appears that the TOPrS Group’s preferred

outcome is to (i) hold confirmation of the New World Plan and Creditors Committee Plan in

abeyance while allowing the settlement with the Equity Committee to be approved, (ii) allow

amendments to the Equity Committee Plan and Signature Plan, (iii) permit Wells Fargo and the

TOPrS Group to complete its negotiations with the Equity Committee and Signature and

(iv) enable confirmation of the Equity Committee Plan and Signature Plan to proceed. While

Wells Fargo still prefers to only proceed with the Creditors Committee Plan, Wells Fargo is

supportive of moving forward with the Equity Committee Plan and Signature Plan, if the

confirmation process and procedures are revised and Wells Fargo’s issues are addressed by the

Equity Committee and Signature. Wells Fargo only desires to bring these cases to closure as

efficiently, economically and expeditiously as possible and ensure that the treatment of the

TOPrS is fair, reasonable, appropriate and in compliance with the Trust Documents and

Bankruptcy Code.3

ARGUMENT A. The Equity Committee Plan and Signature Plan and Their Amendments Fail to

Address All of the Objections and Concerns Raised by Wells Fargo

3. Both formally and informally, Wells Fargo has raised objections, issues and

concerns with respect to each of the Competing Plans. Wells Fargo also has provided written

3 Unfortunately, a practical weighing of the benefits and harms in going forward with the confirmation process as contemplated by the Plan Proponents also demonstrates that these cases should be converted to a Chapter 7 liquidation. Allowing the confirmation process to continue as is will clearly have a negative impact on the Debtor and its estate and creditors. Delay, risk, uncertainty and expense amply demonstrate that conversion may be warranted. The impasse and gamesmanship among the Plan Proponents and polarization of the parties also supports conversion. The reality is that converting this case to a chapter 7 may result in a better distribution to the TOPrS. Thus, unless progress is made in the near future, Wells Fargo will have no alternative but consider filing a motion to convert.



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comments and a mark-up of each of the Competing Plans. Unfortunately, the modifications to the

Competing Plans (the “Plan Amendments”) fail to resolve all the objections raised by Wells

Fargo in the Wells Fargo Pleadings or address most of the comments and requested changes

informally provided to the Plan Proponents. The Plan Amendments also raise new issues and

concerns. At this point, the Equity Committee and Signature need to file their plan supplements

which include documents, instruments and agreements to be issued, executed or effective under

the confirmed plans. These documents include the notes, warrants, indenture and corporate

governance instruments to be executed in connection with the respective plans. Without

disclosure of the form and terms of these agreements, the parties and this Court will cannot know

whether the terms conform to the respective plans and are not in dereliction of the disclosure

statements or Bankruptcy Code. Indeed, the Equity Committee has yet to file its plan

supplement, let alone provide drafts of these documents to Wells Fargo, including but not limited

to the TOPrS Note, TOPrS Warrant, TOPrS Indenture, Amended and Restated Certificate of

Incorporation and Amended and Restated By-Laws. Signature has provided working drafts of its

plan supplement (including the TOPrS Note and TOPrS Indenture), and currently is attempting to

address the requested changes and comments of Wells Fargo, but has not yet filed its plan

supplement.4 Wells Fargo expects that the plan supplements will be filed prior to the

commencement of the continued confirmation hearings and hopes to resolve many of these

objections prior to the conclusion of the plan confirmation hearings, but incorporates the

objections from the Wells Fargo Pleadings herein and reserves all of it rights with respect thereto.

B. The Plan Confirmation Process Is No Longer Workable and Needs to be Revised and Updated

4. The Debtor has essentially tossed over the keys to the Plan Proponents, and despite

Wells Fargo’s requests, has failed to actively intervene in the confirmation process, take control

of these proceedings or protect the interests of the estates and creditors during the confirmation

process. Wells Fargo’s view is that the Debtor should be fighting with everything it has to

maximize recovery, reduce costs and risk, get the confirmation process on track and ensure a

4 For over five weeks, Wells Fargo has requested drafts of the plan supplements related to the Equity Committee Plan and Signature Group Plan.



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successful conclusion of these proceedings. To date, Wells Fargo’s requests have fallen on deaf

ears.5 While the Debtor stands on the sidelines and attempts to be “neutral,” the Creditors

Committee has now suggested that its plan is an alternative in the event that no other plan is

confirmed and continues to strain to find some basis to move the other plans forward on an

accelerated basis. Despite the Creditors’ Committee attempts, the other Plan Proponents are

filing a series of amendments, and will likely file additional amendments. The confirmation

process is going backwards, and at best, sideways. Unfortunately, the current plan confirmation

process has failed and is no longer workable. A review of the over 200 entries on the docket

relating to confirmation demonstrates that the process is no longer workable. Continuing the

confirmation hearings under the current circumstances and procedural posture will only result in a

waste of estate resources and assets, create uncertainty and risk, and adversely affect the estates

and creditors.

5. Each of the Plan Proponents have escalated their litigation efforts and other

activities, including serving new and broader discovery, engaging in motion practice and filing

significant opposition to each others plans. While discovery and litigation are continuing, the

Plan Proponents are slowly moving forward with confirmation of their respective plans while

simultaneously modifying those plans and engaging in negotiations with each other and other

stakeholders. This process will only yield one result – failure.

6. In order to remedy this path to failure, by letter dated March 10, 2010, a copy of

which is attached to this Response as Exhibit A, Wells Fargo requested the Debtor immediately

intervene and asked that the Debtor take a position and a more active role. Given the events of

the last two weeks, Wells Fargo believes it is now even more appropriate for the Debtor to take

the lead and a position. The Debtor needs to commit and support one or more plans, but less than

three or four of the Competing Plans, and coordinate an orderly and streamlined process within a

reasonable and mutually agreed upon protocol and time table. At this point, Wells Fargo sees no

reason why the Debtor is not either (a) supporting confirmation of the Creditors Committee Plan

5 The absence of the Debtor and the active involvement of an estate fiduciary are other reasons Wells Fargo is considering filing a motion to convert this proceeding to one under chapter 7.



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while holding the other plans in abeyance or (b) supporting the Equity Committee Plan and

Signature Plan and opposing confirmation of the New World Plan and holding the Creditors

Committee Plan in abeyance. Unless the Debtor takes some affirmative action, the case will

become a hostage to the Plan Proponents.

7. Finally, the confirmation schedule and process needs to be revised and updated to

address the issues raised by this Response.

RESERVATION OF RIGHTS

8. Nothing herein shall constitute a waiver of any rights or remedies of Wells Fargo.

Wells Fargo reserves its rights to further address the Competing Plans, confirmation thereof and

other ancillary issues and to respond to the expected reply of the Plan Proponents or any other

party, either by further submission to this Court, at oral argument or testimony to be presented at

any hearing. Wells Fargo further reserves all rights to object to confirmation of the any of the

Competing Plans on any grounds whatsoever, regardless of whether such grounds are addressed

herein and in the Wells Fargo Pleadings.

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WHEREFORE, Wells Fargo, at this time, respectfully requests that the Court enter an

Order (a) holding the confirmation process in abeyance so that the parties can through mediation

or negotiations seek to resolve the difference between the various Plan Proponents and propose

one consensual and confirmable plan of reorganization or reduce the number or Competing Plans

seeking to be confirmed, or in the alternative (b) (i) denying confirmation of the Equity

Committee and/or Signature Plan if the issues and concerns of Wells Fargo are not resolved or

addressed and proceeding with the Creditors Committee Plan and (ii) denying confirmation of the

New World Plan, (c) compelling the Equity Committee and Signature to file their respective plan

supplements prior to April 5, 2010, and (c) granting such other and further relief as the Court

deems just and appropriate.

Dated: March 31, 2010 Respectfully submitted,

ARENT FOX LLP By: /s/ Aram Ordubegian

Aram Ordubegian (SBN 185142) 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone:(213) 629-7400 Facsimile: (213) 629-7401 - and - Andrew I. Silfen (admitted pro hac vice) Ronni N. Arnold (admitted pro hac vice) 1675 Broadway New York, NY 10019 Telephone:(212) 484-3900 Facsimile: (212) 484-3990 - and - Jeffrey N. Rothleder (admitted pro hac vice) 1050 Connecticut Ave., N.W. Washington, DC 20036 Telephone:(202) 857-6000 Facsimile: (202) 857-06395 Attorneys for Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company


EXHIBIT "A"


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Arent Fox LLP / New York, NY ! Washington, DC / Los Angeles, CA

Arent Fox

March 10, 2010

VIA ELECTRONIC MAIL

Theodore B. Stolman, Esq. Scott H. Yun, Esq. Whitman L. Holt, Esq. STUTMAN, TREISTER & GLATT, P.c. 1901 Avenue of the Stars, 12th Floor Los Angeles, CA 90067

Robert W. Jones, Esq. J. Maxwell Tucker, Esq. Brent R. McIlwain, Esq. PATTON BOGGS LLP 2000 McKinney Avenue, Suite 1700 Dallas, TX 75201

Re: Competing Plans of Reorganization

Counsel:

Andrew I. Silren Attorney

212.484.3903 DIRECT

212.484.3990 FAX

[email protected]

As you are aware, Arent Fox LLP represents Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company (,'Wells Fargo"), solely in their respective capacities as (a) Indenture Trustee; (b) Institutional Trustee; (c) Guaranty Trustee; and (d) Delaware Trustee and writes this correspondence on behalf of Wells Fargo as trustee and not in its capacity as a member of the Official Committee of Unsecured Creditors.

In this case, the Bankruptcy Court is set to consider four plans of reorganization: three equitysponsored plans and one plan proposed by the Creditors Committee. We are concerned that the debtor has not taken a position with respect to the competing plans of reorganization or a more active role. As you know, once a chapter 11 case is filed, a debtor in possession has fiduciary obligations to the estate and its creditors, which duties are further enlarged by the duties and obligations imposed by the Bankruptcy Code. See 11 U.S.C. §§ 1106 & 1107. "[S]o long as the Debtor remains in possession, it is clear that the corporation bears essentially the same fiduciary obligation to the creditors as does the trustee for the Debtor out of possession .... [T]hese fiduciary responsibilities fall ... upon the officers and managing employees .... " Wolf v. Weinstein, 372 U.S. 633, 649-50 (1963) (emphasis added); see also In re Coastal Equities, Inc., 39 B.R. 304, 309 (Bankr. S.D. Cal. 1984) ("A debtor-in-possession, as well as its counsel, owe undivided loyalty to the estate."). The fact that the exclusive period during which the debtor may

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T 202.857.6000 F 202.8576395

555 West Fifth Street. 48th Floor

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T 213.629.7400 F 213.629.7401


8

Arent Fox

Counsel to Fremont General Corp. (the "Debtor") March 10, 2010 Page 2

file a plan has terminated does not relieve the debtor of its twin fiduciary duties of care and loyalty to the estate and to its creditors, particularly when achievement of a consensual plan of reorganization is the primary objective of a chapter 11 reorganization. In fact, even a liquidating corporation has "a fiduciary duty to the investors, for whose benefit [it] was created, including the duty to account: [it] is like an 'assignee for the benefit of ... creditors ... who takes possession of and liquidates property of a debtor for distribution to creditors. '" In re Consolidated Pioneer Mortgage Entities, 264 F.3d 803, 808 (9th Cir. 2001) (citing Holywell Corp. v. Smith, 503 U.S. 47, 52 (1992)); In re National Environmental Waste Corp., 200 F.3d 1266, 1268 (9th Cir. 2002) ("Where the post-confirmation debtor retains a fiduciary duty to satisfy its creditors, the estate is benefited by the recovery of its debts.") (citation omitted). Similarly, the fact that the debtor is not a plan proponent does not excuse the debtor's board from functioning or relieve the debtor of its fiduciary duties.

Commencing the confirmation hearings under the current circumstances and procedural posture of these proceedings and allowing four competing plans to move forward will result in a waste of estate resources and assets, create uncertainty and risks and adversely effect the estate and creditors. It also appears that the New World Plan and OEC Plan are not confirmable as a matter of law, and if confirmable, provides for unfair, unreasonable and inappropriate treatment of the TOPrS.

From our vantage point, the plans proposed by the Creditors Committee and Signature Group Holdings LLC (assuming Signature Group addresses Wells Fargo's issues and concerns) are in the better interest of the estate and its creditors and maximize value and distributions to the creditors and equity. In contrast, the plans proposed by the Equity Committee and New World Acquisition, LLC are not confirmable and fail to consider the best interests of creditors and the estate as a whole, and appear less favorable to equity as detailed in the recent pleadings we filed in these cases.

Consequently, we believe it is now appropriate for the debtor to take a position and either create a process to build consensus and avoid a contested confirmation hearing or support the Creditors Committee Plan and Signature Group Plan. While the debtor considers this request and reevaluates its position, Wells Fargo asks that the debtor consider supporting Wells Fargo's proposed discovery and trial procedures as stated in its statement filed with the Court yesterday.

Finally, Wells Fargo is not claiming that the debtor or its board has acted inappropriately or irresponsibly and we are not trying to be adversarial. We are simply asking the debtor to take measures and actions designed to ensure a successful conclusion of this proceeding.

NYC\46500o.2


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Arent Fox

We are available to discuss our concerns if you would like.

Sincerely,

() ... -t" -.L.t--Andrew I. Silfen

c.c.: James R. Lewis Aram Ordubegian, Esq. Jeffrey Rothleder, Esq.

NYC\46500o.2

Counsel to Fremont General Corp. (the "Debtor") March 10, 2010 Page 3


In re: FREMONT GENERAL CORPORATION

Debtor(s).

CHAPTER 11 CASE NUMBER 8:08-bk-13421-ES

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

January 2009 F 9013-3.1

NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I. Proposed orders do not generate an NEF because only orders that have been entered are placed on the CM/ECF docket.

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Arent Fox LLP, Gas Company Tower, 555 West Fifth Street, 48th Floor, Los Angeles, CA 90013. A true and correct copy of the foregoing document described OMNIBUS RESPONSE AND RESERVATION OF RIGHTS OF WELLS FARGO BANK, N.A. AND WELLS FARGO DELAWARE TRUST COMPANY, AS TRUSTEE TO PROPOSED MODIFICATIONS TO COMPETING PLANS OF REORGANIZATION will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF”) – Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (“LBR”), the foregoing document will be served by the court via NEF and hyperlink to the document. On March 31, 2010 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Service information continued on attached page II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On March 31, 2010 I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. SERVED BY OVERNIGHT MAIL Honorable Erithe A. Smith U.S. Bankruptcy Court Ronald Reagan Federal Building 411 W. Fourth Street, Suite 5041 Santa Ana, CA 92701-4593 Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on March 31, 2010 I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. March 31, 2010 SIMONA FILIP /s/ Simona Filip Date Type Name Signature



Debtor(s).



January 2009 F 9013-3.1

ADDITIONAL SERVICE INFORMATION: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF"): Kyra E Andrassy on behalf of Interested Party Official Committee of Equity Holders [email protected] Kristen N Beall on behalf of Debtor Fremont General Corporation [email protected], [email protected] Reem J Bello on behalf of Interested Party Official Committee of Equity Holders [email protected] Ron Bender on behalf of Creditor Costa Brava Partnership III LP [email protected] Dustin P Branch on behalf of Creditor iStar Financial, Inc. [email protected] Brendt C Butler on behalf of Interested Party James McIntyre [email protected] Frank Cadigan on behalf of U.S. Trustee United States Trustee (SA) [email protected] Gary O Caris on behalf of Creditor Wells Fargo Bank, N.A. [email protected], [email protected] Lisa W Chao on behalf of Plaintiff Insurance Commissioner of the State of California [email protected] Eric A Cook on behalf of Debtor Fremont General Corporation [email protected] Kristopher Davis on behalf of Special Counsel Epstein Becker & Green, P.C. [email protected] Ted A Dillman on behalf of Interested Party Official Committee of Equity Security Holders [email protected] Willis B Douglass on behalf of Creditor United States of America IRS [email protected] Jesse S Finlayson on behalf of blank New York State Teachers' Retirement System [email protected], [email protected]



Debtor(s).



January 2009 F 9013-3.1

Philip A Gasteier on behalf of Creditor Costa Brava Partnership III LP [email protected] Peter J Gurfein on behalf of Creditor HSBC Bank USA, National Association [email protected] Matthew Heyn on behalf of Creditor Committee Official Committee of Unsecured Creditors of Fremont General Corporation [email protected] Whitman L Holt on behalf of Consultant FTI Consulting, Inc. [email protected] Mark D Houle on behalf of Creditor Bank Of New York [email protected] Michelle Hribar on behalf of Interested Party James McIntyre [email protected] Sean A Kading on behalf of Interested Party Donald Royer [email protected] Derek J Kaufman on behalf of Attorney Ranch Capital, LLC & RC Fremont, LLC [email protected] William H. Kiekhofer on behalf of Creditor U.S. BANK NATIONAL ASSOCIATION [email protected] Lewis R Landau on behalf of Interested Party Alan Faigin [email protected] Thomas A. Lee 2 on behalf of Creditor American Express Travel Related Services Co Inc Corp Card [email protected] Kerri A Lyman on behalf of Defendant David DePillo [email protected] Richard A Marshack on behalf of Interested Party Donald Royer [email protected], [email protected] Robert S Marticello on behalf of Interested Party Official Committee of Equity Holders [email protected]



Debtor(s).



January 2009 F 9013-3.1

Neeta Menon on behalf of Debtor Fremont General Corporation [email protected] Sarah D Moyed on behalf of Interested Party Courtesy NEF [email protected] Mike D Neue on behalf of Financial Advisor KPMG Corporate Finance LLC [email protected], [email protected] David L Osias on behalf of Interested Party Kelly Capital, LLC [email protected], [email protected] Christina M Padien on behalf of Creditor HSBC Bank USA, National Association [email protected] Jonathan Petrus on behalf of Creditor Tennenbaum Capital Partners [email protected] David M Poitras on behalf of Creditor Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) [email protected] Christopher E Prince on behalf of Creditor New World Group [email protected] Michael B Reynolds on behalf of Stockholder James McIntyre [email protected], [email protected] John P Schafer on behalf of Interested Party Signature Group Holdings LLC [email protected] Sarah Seewer on behalf of Interested Party Courtesy NEF [email protected] Jonathon Shenson on behalf of Attorney Klee, Tuchin, Bogdanoff & Stern LLP [email protected] Evan D Smiley on behalf of Creditor Committee Official Committee of Unsecured Creditors of Fremont General Corp. [email protected] Philip E Strok on behalf of Debtor Fremont General Corporation [email protected] Samuel J Teele on behalf of blank New York State Teachers' Retirement System [email protected]



Debtor(s).



January 2009 F 9013-3.1

United States Trustee (SA) [email protected] Thomas J Welsh on behalf of Plaintiff Insurance Commissioner of the State of California [email protected] Brian D Wesley on behalf of Creditor FRANCHISE TAX BOARD [email protected] Alan Z Yudkowsky on behalf of Creditor Water Garden Company L.L.C. [email protected] Scott H Yun on behalf of Debtor Fremont General Corporation [email protected] II. SERVED BY U.S. MAIL: Trustee Office of the U.S. Trustee Attn: Frank Cadigan, Esq. 411 West Fourth Street, Suite 9041 Santa Ana, CA 92701-8000

Robert W. Jones, Esq Brent R. McIlwain, Esq. Kristen Beall, Esq. Patton Boggs LLP 2000 McKinney Avenue Suite 1700 Dallas, TX 75201

Counsel to HSBC Bank USA Peter J. Gurfein, Esq. Akin Gump Strauss & Feld LLP 2029 Century Park East, 24th Floor Los Angeles, CA 90067

Counsel to HSBC Bank USA David P. Simonds, Esq. Akin Gump Strauss & Feld LLP 2029 Century Park East, 24th Floor Los Angeles, CA 90067

Rita Angel c/o Joshua T. Angel Herrick Feinstein LLP 2 Park Avenue New York, NY 10016

Jay Scollins Roark, Rearden & Hamot Capital Mgmt. 222 Berkeley Street, 17th Floor Boston, MA 02116

Financial Advisor to Creditors Committee Deborah Hicks Midanek Solon Group, Inc. 350 East 57th Street, 1A New York, N.Y. 10022

Debtor Fremont General Corporation Fremont Reorganizing Corporation 175 N. Riverview Drive Anaheim, CA 92808



Debtor(s).



January 2009 F 9013-3.1

John Schryber, Esq. Norah Molnar, Esq. Patton Boggs LLP 2550 M Street NW Washington, DC 20037-1350

Chapter 11 Examiner Leonard Gumport, Esq. 550 South Hope Street. #825 Los Angeles, CA 90071-2627

Creditors Committee Tennenbaum Multi-Strategy Master Fund c/o David Hollander, Managing Director 2951 28th Street, #1000 Santa Monica, CA 90405

HSBC Bank USA c/o Robert Conrad, Vice President 10 East 40th Street, 14th Floor New York, NY 10018

Ex Officio Member Howard Amster 23811 Chagrin Blvd., #200 Beachwood, OH 44122

David T. Cohen, Esq. Warner Stevens, L.L.P. 1700 City Center Tower II 301 Commerce Street Fort Worth, TX 76102

Counsel to Debtor Stutman, Treister & Glatt Theodore B. Stolman, Esq. Scott H. Yun, Esq. 1901 Avenue of the Stars, #1200 Los Angeles, CA 90067

Wells Fargo Bank as Successor to The Bank of New York c/o James R. Lewis, Vice President Thomas M. Korsman, Vice President 45 Broadway, 14th Floor New York, N Y 10006

Dennis & Loretta Danko Family Trust Dennis Danko, Trustee 10941 E. Buckskin Trail Scottsdale, AZ 85255

Ex Officio Member Seth Hamot Roark, Rearden & Hamot Capital 222 Berkeley Street, 17th Floor Boston, MA 02116

Jeff Erler, Esq. Warner Stevens, L.L.P. 1700 City Center Tower II 301 Commerce Street Fort Worth, TX 76102

United States Attorney's Office Tax Division Federal Bldg., Room 7211 300 North Los Angeles Street Los Angeles, CA 90012

Employment Development Dept. Bankruptcy Group MIC 92E P.O. Box 826880 Sacramento, CA 94280-0001

Internal Revenue Service P.O. Box 21126 Philadelphia, PA 19114

Evan D. Smiley, Esq. Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP 650 Town Center Drive, Suite 950 Costa Mesa, CA 92626

Bank of New York Trust Co. Attn: Bridget Schessler 525 William Penn Place, Fl. 7 Pittsburgh, PA 15219-1737



Debtor(s).



January 2009 F 9013-3.1

Franchise Tax Board Attention: Bankruptcy P.O. Box 2952 Sacramento, CA 95812-2952

Thomas Leanse, Esq. Dustin P. Branch, Esq. Katten Muchin Rosenman LLP 2029 Century Park East. #2600 Los Angeles, CA 90067-3012

CapitalSource TRS Inc. Attn: Chief Legal Officer 4445 Willard Avenue, 12th Floor Chevy Chase, MI) 20815

David C. Weavil Mila D. Weavil, Trustee Weavil Family Trust 7691 Deboe Road Summerfield, NC 27358-9025

Zaki A. Sheikh R/O IRA FCC as Custodian 2552 Westmoreland Drive Granite City, IL 62040-5248

P. Reisbord, H. Reisbord, Co-Trustees 4540 Noeline Way Encino, CA 91436-2108

Phillip J. Salvati IRA Bear Stearns SEC Corp. 2 Aristotle Irvine, CA 92603-3619

U.S. Dept. of Justice Tax Division Civil Trial Section, Western Region P.O. Box 683 Ben Franklin Station Washington, DC 20044

Counsel to Bank of New York Mark D. Houle, Esq. Pillsbury Winthrop Shaw Pittmann LLP 650 Town Center Drive, Suite 700 Costa Mesa, CA 92626-7122

Mark R. Somerstein, Esq. Amy E. Vanderwal, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036-8704

FDIC San Francisco Regional Office 25 Jessie Street at Ecker Square, #2300 San Francisco, CA 94105

Clinton R. Stevenson Jr., Trustee c/o West Coast Housing Partners 3027 Townsgate Road, Suite 250 Westlake Village, CA 91361

Error Accounts Bonds RBC Capital Markets Attn: Proxy Dept. M10 510 Marquette Ave. S Minneapolis, MN 55402

Glenn and Machiko Teshirogi RE 28913 Covescrest Drive Rancho Palos Verdes, CA 90275

Sarah Moyed, Esq. Security Exchange Commission 5670 Wilshire Boulevard 11th Floor Los Angeles, CA 90036

State of California Dept. of Financial Institutions 45 Fremont Street, Ste. 1700 San Francisco, CA 94105



Debtor(s).



January 2009 F 9013-3.1

Bankplus Wealth Mgmt. Group 1068 Highland Colony Parkway Ridgeland, MS 39157

Eric M. Banhazl Ilyssa C. Banhazl 240 Crescent Glen I)rive Glendora, CA 91741

NFS/FMTC IRA 11 Windward Place Cape Haze, FL 33946-2339

NFS/FMTC IRA Apt. 237 24431 Lyons Avenue Santa Clarita, CA 91321

Howard Amster 23811 Chagrin Blvd., #200 Beachwood, OH 44122

NFS/FMTC IRA Lynne Unger 3614 Hardwick Court PO Box 4905 Douglasville, GA 30135 Muskegon, MI 49444

James M. Rockett, Esq. Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111

Gonzalo Fulquet Elena Salles & Alvaro Rincon 541 Oficina 501 Montevideo CP 11000 URUGUAY

Shmuel Klein, Esq. Law Offices of Shmuel Klein 268 Route 59 Spring Valley, NY 10977

Counsel to (NYSTRS) Jesse S. Finlayson Michael R. Williams Finlayson & Williams 15615 Alton Parkway, #250 Irvine, CA 92618

Counsel to New York State Teachers' Retirement System (NYSTRS) Michael S. Etkin/S. Jason Teele Lowenstein Sandler 65 Livingston Avenue Roseland, NJ 07068

Evelyn Gotberg, Pro Se 100 Alnwick Road Malverne, NY 11565

Counsel to Water Garden Company Stroock & Stroock & Lavan LLP Harold A. Olsen, Esq. 180 Maiden Lane New York, NY 10038

Michael C. Lieb Willenken, et al. 707 Wilshire Boulevard, Suite 3850 Los Angeles, CA 90017

Request for Special Notice Mark B. Frazier, Esq. Michelle C. Hribar, Esq. 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626

George B. Piggott, Esq. Ronald J. Nicholas, Jr. Law Offices of George B. Piggott 2 Park Plaza, Suite 300 Irvine, CA 92614-8513



Debtor(s).



January 2009 F 9013-3.1

Counsel to (NYSTRS) Salvatore J. Graziano, Esq. Bernstein Litowitz Berger & Grossman 1285 Avenue of the Americas New York, NY 10019

Edmund G. Brown, Jr./W.Dean Freeman Mark Richelson./Raymond Jue Lisa Chao, Deputy Attorneys General 300 S. Spring Street, Room 1702 Los Angeles, CA 90013

Counsel to Iron Mountain Frank F. McGuinn, Esq. Bartlett Hackett Feinberg, P.C. 155 Federal Street, 9th Floor Boston, MA 02110

Linda Van Winkle Deadon, Esq. Nima Shivayi,Esq. Bate, Peterson, Deacon, Zinn 888 South Figueroa St., 15th Floor Los Angeles, CA 9001

Thomas Welslt'Marc Levinson James E. Houpt Orrick, Herrington & Sutcliffe 400 Capital Mall, #3000 Sacramento, CA 95814-4497

Eugene P. Schwartz' Eugene P. Schwartz Trust Bridget Tracy. Successor Trustee 31 East Central Avenue West Carrollton, OH 45449-0156

William M. Iadarola 6B Liberty, Suite 245 Aliso Viejo, CA 92656

Eric J. Glassman Mennemeier Glassman & Stroud 980 9th Street_ #1700 Sacramento, CA 95814

David W. Wirt Katherine Heid Harris Locke Lord Bissell & Liddell 111 South Wacker Drive Chicago, IL 60606

Steven A. Marenberg, Esq. Charles E. Elder, Esq. Irell & Manella, LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, CA 90067-4276

Request For Special Notice John Haack 2500 Village Lane Foristell, MO 63348-2422

Robert R. Kinas, Esq. SNELL & WILMER L.L.P. 3883 Howard Hughes Parkway, #1100 Las Vegas, NV 89169

Request for Special Notice Locke Lord Bissell & Liddell LLP 300 South Grand Avenue, #2600 Los Angeles, CA 90071-3119

John D. Schlotter, Esq. McCalla Raymer, LLC 1544 Old Alabama Road Roswell, GA 30076-2102

Kern A. Lyman, Esq. Irell & Manella, LLP 8400 Newport Center Drive, #400 Newport Beach, CA 91660

Moses Lebovits, Esq. Christopher G. Brady, Esq. Daniels, Fine, Israel, Schonbuch 1801 Century Park East, 9th Floor Los Angeles, CA 90067



Debtor(s).



January 2009 F 9013-3.1

Michael D. Braun, Esq. Braun Law Group, P.C. 10680 West Pico Blvd., #280 Los Angeles, CA 90064

Providers of Interim Management Albert S. Conly FTI Consulting, Inc. 2001 Ross Avenue, #400 Dallas, TX 765201

Counsel to Thomas P. DiNapoli Entwistle & Cappucci LLP Attn: Johnston de F. Whitman, Jr. 280 Park Avenue 26th Floor West New York, NY 10017

Attorneys for Commonwealth of Mass. Jean M. Healey /John M. Stephan Martha Coakley_ Attorney General Commonwealth of Massachusetts One Ashburton Place Boston, MA 02108

John M. Mlynick 23 Mechanic Street Shelburne Falls, MA 01370

c/o Chapman and Cutler LLP Franklin H. Top, III 111 West Monroe Street Chicago, IL 60603-4080

George T. Caplan. Esq. Kristopher S. Davis_ Esq. Epstein. Becker & Green 1925 Century Park East. #500 Los Angeles, CA 90067

Attorneys for U.S. Bank National Assoc. William H. Kiekhofer, III, Esq. McGuireWoods LLP 1800 Century Park East, 8th Floor Los Angeles, CA 90067

Andrey (Andre) Mutchnik 17, de la Poudriere, #105 Montreal, Quebec, Canada H4G 3J5

c/o Chapman and Cutler LLP Franklin H. Top, III 111 West Monroe Street Chicago, IL 60603-4080

Larry J Caldwell Caldwell Law Firm 1380 Lead Hill Ste 106 Roseville, CA 95661

McKenna Long & Aldridge LLP Attn: Gary Owen Canis, Esq. 444 South Flower St., 8th Floor Los Angeles, CA 90071

Christopher E. Prince, Esq. Lesnick Prince LLP 185 Pier Avenue, #103 Santa Monica, CA 90405

Solicitation and Balloting Agent Drake D. Foster Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245

Carole Neville, Esq. Sonnenschein Nath & Rosenthal 1221 Avenue of the Americas New York, NY 10020

John P. Schafer, Esq. Lance A. McKinlay, Esq. Manderson, Schafer & McKinlay 4695 MacArthur Court, #1270 Newport Beach, CA 92660



Debtor(s).



January 2009 F 9013-3.1

Peter D. Wolfson, Esq. Sonnenschein Nath & Rosenthal 1221 Avenue of the Americas New York, NY 10020

Attorneys for Costa Brava Corporation William J. Wall, Esq. The Wall Law Office 9900 Research Drive Irvine, CA 92618

Barry Freeman_ Esq. David Poitras, P.C. Jeffer, Mangels, Butler & Marmaro 1900 Avenue of the Stars, 7th Floor Los Angeles, CA 90067

Thomas B. Walper, Esq. Derek J. Kaufman, Esq. Munger, Tolles & Olson LLP 355 South Grand Avenue, #3500 Los Angeles, CA 9007

Counsel for Ernst & Young LLP Matthew D. Lee, Esq. Foley & Lardner LLP 555 South Flower Street, #3500 Los Angeles, CA 90071-241

III. SERVED BY EMAIL: Kyra E Andrassy on behalf of Interested Party Official Committee of Equity Holders [email protected] Kristen N Beall on behalf of Debtor Fremont General Corporation [email protected], [email protected] Reem J Bello on behalf of Interested Party Official Committee of Equity Holders [email protected] Ron Bender on behalf of Creditor Costa Brava Partnership III LP [email protected] Dustin P Branch on behalf of Creditor iStar Financial, Inc. [email protected] Brendt C Butler on behalf of Interested Party James McIntyre [email protected] Frank Cadigan on behalf of U.S. Trustee United States Trustee (SA) [email protected] Gary O Caris on behalf of Creditor Wells Fargo Bank, N.A. [email protected], [email protected]



Debtor(s).



January 2009 F 9013-3.1

Lisa W Chao on behalf of Plaintiff Insurance Commissioner of the State of California [email protected] Eric A Cook on behalf of Debtor Fremont General Corporation [email protected] Kristopher Davis on behalf of Special Counsel Epstein Becker & Green, P.C. [email protected] Ted A Dillman on behalf of Interested Party Official Committee of Equity Security Holders [email protected] Willis B Douglass on behalf of Creditor United States of America IRS [email protected] Jesse S Finlayson on behalf of blank New York State Teachers' Retirement System [email protected], [email protected] Philip A Gasteier on behalf of Creditor Costa Brava Partnership III LP [email protected] Peter J Gurfein on behalf of Creditor HSBC Bank USA, National Association [email protected] Matthew Heyn on behalf of Creditor Committee Official Committee of Unsecured Creditors of Fremont General Corporation [email protected] Whitman L Holt on behalf of Consultant FTI Consulting, Inc. [email protected] Mark D Houle on behalf of Creditor Bank Of New York [email protected] Michelle Hribar on behalf of Interested Party James McIntyre [email protected] Sean A Kading on behalf of Interested Party Donald Royer [email protected] Derek J Kaufman on behalf of Attorney Ranch Capital, LLC & RC Fremont, LLC [email protected] William H. Kiekhofer on behalf of Creditor U.S. BANK NATIONAL ASSOCIATION [email protected]



Debtor(s).



January 2009 F 9013-3.1

Lewis R Landau on behalf of Interested Party Alan Faigin [email protected] Thomas A. Lee 2 on behalf of Creditor American Express Travel Related Services Co Inc Corp Card [email protected] Kerri A Lyman on behalf of Defendant David DePillo [email protected] Richard A Marshack on behalf of Interested Party Donald Royer [email protected], [email protected] Robert S Marticello on behalf of Interested Party Official Committee of Equity Holders [email protected] Neeta Menon on behalf of Debtor Fremont General Corporation [email protected] Sarah D Moyed on behalf of Interested Party Courtesy NEF [email protected] Mike D Neue on behalf of Financial Advisor KPMG Corporate Finance LLC [email protected], [email protected] David L Osias on behalf of Interested Party Kelly Capital, LLC [email protected], [email protected] Christina M Padien on behalf of Creditor HSBC Bank USA, National Association [email protected] Jonathan Petrus on behalf of Creditor Tennenbaum Capital Partners [email protected] David M Poitras on behalf of Creditor Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) [email protected] Christopher E Prince on behalf of Creditor New World Group [email protected] Michael B Reynolds on behalf of Stockholder James McIntyre [email protected], [email protected] John P Schafer on behalf of Interested Party Signature Group Holdings LLC [email protected]



Debtor(s).



January 2009 F 9013-3.1

Sarah Seewer on behalf of Interested Party Courtesy NEF [email protected] Jonathon Shenson on behalf of Attorney Klee, Tuchin, Bogdanoff & Stern LLP [email protected] Evan D Smiley on behalf of Creditor Committee Official Committee of Unsecured Creditors of Fremont General Corp. [email protected] Philip E Strok on behalf of Debtor Fremont General Corporation [email protected] Samuel J Teele on behalf of blank New York State Teachers' Retirement System [email protected] Thomas J Welsh on behalf of Plaintiff Insurance Commissioner of the State of California [email protected] Brian D Wesley on behalf of Creditor FRANCHISE TAX BOARD [email protected] Alan Z Yudkowsky on behalf of Creditor Water Garden Company L.L.C. [email protected] Scott H Yun on behalf of Debtor Fremont General Corporation [email protected]
