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In re:

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
eTOYS DIRECT 1, LLC, et al.,
1
) Case No. 08-13412(BLS)
) (Jointly Administered)
Debtors. )
) Re: Docket No. 1024
ORDER APPROVING VOTING PROCEDURES
WITH RESPECT TO JOINT PLAN OF LIQUIDATION OF
THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
A hearing was held on June 8, 2010 (the "Hearing") to consider the Joint Motion
of Debtors and Official Committee of Unsecured Creditors for an Order Approving Voting
Procedures with Respect to Joint Plan of Liquidation of the Debtors and the Official Committee
of Unsecured Creditors Pursuant to Chapter 11 ofthe Bankruptcy Code [Docket 1024] (the
"Motion"). The Motion seeks approval of certain voting procedures pursuant to section 1125 of
the Bankruptcy Code with respect to the Joint Plan of Liquidation of the Debtors and the Official
Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code, dated
June 9, 2010 [Docket No. 1061] (the "Plan"), and the adequacy of the Disclosure Statement with
Respect to Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured
Creditors Pursuant to Chapter 11 ofthe Bankruptcy Code, dated June 9, 2010 [Docket
1
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if
applicable, are: eToys Direct I, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime
Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC {N/A); eToys Direct 3,
LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each of the Debtors is 717
17th Street, Suite 1300, Denver, CO 80202, with the exception of Posh Tots, Inc., the address for which is 5500 Cox
Road, Suite M, Glenn Allen, VA 23060.
68781-002\DOCS_DE:l59724.5
No. 1 062] (the "Disclosure Statement"),
1
and adequate notice of the relief sought by the Motion
having been given; and the appearances of all interested parties having been duly noted on the
record of the Hearing; and each of the objections, if any, to the proposed Disclosure Statement or
the Motion having been either (a) withdrawn, or (b) overruled by the Court; and, upon the
Motion, and the record of the Hearing and upon all of the proceedings heretofore had before the
Court and after due deliberation and sufficient cause appearing therefore, it is
ORDERED, FOUND, AND DETERMINED THAT:
1. The Disclosure Statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.
2. The Disclosure Statement and the Motion are hereby approved.
3. The form of Ballots, substantially in the form of Exhibits A and B attached
hereto, and the form of the Confirmation Notice, substantially in the form of Exhibit C attached
hereto, are each approved.
4. The Debtors shall mail the Solicitation Packages only to all known holders
of claims in the Class 1 and Class 3; the Plan and the Disclosure Statement may be mailed either
in paper copy or in "PDF" format on a CD-ROM, in the Debtors' discretion. In the event that
the Plan and Disclosure Statement are mailed on a CD-ROM, any creditor receiving such a CD-
ROM may request a paper copy, which shall be promptly provided by the Debtors.
1
Unless otherwise noted, capitalized terms used herein shall have the meanings ascribed in the Motion.
68781-002\DOCS_DE:l59724.5 2
5. The Debtors shall mail only the Confirmation Notice to holders of Claims
and Equity Interests in the Class 2 and Class 4 and Schedule G Parties and shall not be required
to mail either the Disclosure Statement or Plan to such entities.
6. Only Holders of Claims in the Class 1 and Class 3 may accept or reject the
Plan. Each holder of a Claim who has filed a Proof of Claim in the Debtors' Chapter 11 Cases as
to which Claim an objection has been filed on or prior to ten business days prior to the
Confirmation Hearing and is pending and is not resolved before the Confirmation Hearing shall
not be permitted to vote on the Plan unless the holder of such Claim has obtained an order ofthe
Court pursuant to Bankruptcy Rule 3018(a), temporarily allowing its Claim for the purposes of
voting on the Plan.
7. June 8, 2010, is fixed as the Voting Record Date for purposes of
determining (a) which creditors are entitled to receive a solicitation package and may be entitled
to vote on the Plan, subject to the disallowance of such Creditors' claims for voting purposes
herein; and (b) the members ofthe Non-Voting Classes and Schedule G Parties entitled to
receive the Confirmation Notice.
8. Any Ballot timely received that contains sufficient information to permit
the identification of the claimant and is cast as an acceptance or rejection of the Plan will be
counted and will be deemed to be cast as an acceptance or rejection, as the case may be, of the
Plan. Parties have the right (i) to accept the Plan or (ii) to reject the Plan.
9. Only the following holders of claims shall be entitled to vote to accept or
reject the Plan: (a) the holders of timely filed proofs of claim in any of Class 1 or Class 3 filed
68781-002\DOCS_DE:l59724.5 3
against the Debtors as reflected on the official claims register maintained by the Solicitation
Agent, for which there is no pending objection, (b) the holders of scheduled claims in Class 1 or
Class 3 that are listed in the Debtors' Schedules of Assets and Liabilities (the "Schedules"),
except for (I) those scheduled claims that are listed as contingent, unliquidated or disputed
claims, and (II) any scheduled claims that have been superseded by a timely filed proof of claim;
provided, however, that the assignee of a transferred and assigned claim (whether a filed or
scheduled claim) shall be permitted to vote such claim only if the transfer and assignment has
been noted on the Court's docket as of the Voting Record Date.
10. For purposes ofvoting, the amount of a claim used to tabulate acceptance
or rejection of the Plan shall be the lesser of (i) the amount set forth on the ballot received for
that particular creditor, or (ii) the following (whichever one is greater):
a.
b.
c.
d.
e.
6878l-002\DOCS_DE:l59724.5
the amount set forth as a claim in the Schedules as not contingent,
not unliquidated, and not disputed and that has not been
superseded by a timely filed claim;
the liquidated amount set forth on a filed proof of claim which has
been timely filed and has not been disallowed, disqualified,
suspended, reduced, or estimated and temporarily allowed for
voting purposes prior to computation of the vote on the Plan;
if a claim for which a proof of claim has been timely filed is
wholly contingent, unliquidated or disputed, such claim shall be
temporarily allowed for voting purposes only, and not for purposes
of allowance or distribution, at $1.00, and the Ballot mailed to the
holder of such claim shall be marked as voting at $1.00;
the amount estimated and temporarily allowed with respect to a
claim pursuant to an order of this Court; and
notwithstanding anything to the contrary contained herein, any
creditor who has filed or purchased duplicate Class 3 claims,
4
whether against a single Debtor or multiple Debtors, shall be
provided with only one Solicitation Package and one ballot for
voting a single claim in such class, regardless of whether the
Debtors have objected to such duplicate claims; for avoidance of
doubt, the relief provided by this Paragraph 1 O.e. is solely with
respect to tabulation and shall not be interpreted as effecting the
disallowance of such duplicate claims without further order of the
Court.
11. With respect to ballots submitted by a holder of a claim, pursuant to
Sections 105 and 1126 of the Bankruptcy Code:
68781..002\DOCS_DE:IS9724.5
a. a claim that is the subject of a pending objection shall not be
entitled to vote unless the Bankruptcy Court orders otherwise,
provided however, that if claim is objected to on the basis that such
claim should be reduced and/or reclassified, then the claimant shall
be permitted to vote in the reduced amount and pursuant to the
reclassification set forth in the objection.
b. any ballot which is returned to the Balloting Agent that does not
indicate an acceptance or rejection of the Plan, or indicates both
acceptance or rejection of the Plan, shall not be counted;
c. any ballot that is not signed shall not be counted;
d. whenever a creditor casts more than one ballot voting the same
claim prior to the Balloting Deadline (hereinafter defined), only the
last dated timely ballot received by the Balloting Agent shall be
counted;
e. if a creditor casts simultaneous duplicative ballots voted
inconsistently, such ballots shall count as one vote accepting the
Plan;
f. each creditor shall be deemed to have voted the full amount of its
claim;
g. creditors shall not split their votes within a claim; thus, each
creditor shall vote all of its claim within a particular class either to
accept or reject the Plan; ballots that partially reject and partially
accept the Plan shall not be counted;
5
h. any creditor who votes to reject the Plan shall be entitled to change
its vote to accept the Plan up to 4:00p.m. (Prevailing Eastern
Time) on the day prior to the Confirmation Hearing;
1. any ballot received by the Balloting Agent by telecopier, facsimile
or other electronic communication shall not be counted;
J. ballots received with a stamped signature will be counted; and
k. the Debtors, consultation with the Committee, subject to contrary
order by this Court, may waive any defect in any ballot at any
time, including failure to timely file such ballot, either before or
after the close of voting, and without notice and any such waivers
shall be documented in the Voting Report.
12. The Court will conduct a hearing to consider confirmation of the Plan on
August 17, 2010, at 2:30p.m. prevailing Eastern time.
13. The following dates and procedures with respect to the Plan are hereby
established:
6878l-002\DOCS_DE:IS9724.S
a. June 17, 2010, shall be the deadline for the Debtors to serve the
Solicitation Packages;
b.
c.
August 6, 2010, at 4:00p.m. (prevailing Eastern time) (the
"Balloting Deadline"), shall be the deadline by which the ballots to
accept or reject the Plan shall be received from eligible creditors.
Unless otherwise specifically ordered by this Court with respect to
a specific ballot, all ballots must be completed, signed returned to
and actually received by the Balloting Agent on or before the
Balloting Deadline in order to be counted;
August 6, 2010, at 4:00p.m. (prevailing Eastern time), shall be the
deadline to file and serve any objections and evidence in
opposition to confirmation of the Plan, which must (i) be in
writing; (ii) set forth in detail the name and address of the party
filing the objection, the grounds for the objection, any evidentiary
support therefore in the nature of the declarations submitted under
penalty of perjury, and the amount ofthe objector's claims or such
other grounds that give the objector standing to assert the
6
objection; and (iii) be served upon the parties at the addresses set
forth in the Confirmation Notice. Any objection not properly and
timely filed and served shall be deemed to be waived and to
constitute a consent to the Court's entry of an order confirming the
Plan;
d. August 12, 2010, at 4:00p.m. (prevailing Eastern time), shall be
the deadline for the Plan Proponents to submit a brief in support of
the confirmation of the Plan should they choose to file one; and
e. August 12, 2010, shall be the deadline to submit a summary of the
tabulation of ballots received with respect to the Plan.
/ () , 20 I 0
e_)
6878l-002\DOCS_DE:lS9724.S
The onorable Brendan L. Shannon
United States Bankruptcy Judge
7
EXHIBIT A
Ballot- Class 1 (Priority Claims)
68781-002\DOCS _DE: 159724.5 1
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter II
)
eTOYS DIRECT I, LLC, ~ al.,
1
) Case No. 08-13412(BLS)
) (Jointly Administered)
Debtors. )
)
CLASS 1 BALLOT (PRIORITY CLAIMS)
for
Accepting or Rejecting the Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured
Creditors Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan").
Step 1. Amount of Claim. The amount of your Class I Claim (Priority Claims) against the above-referenced
debtors for voting purposes only is set forth below:
Step 2.
Step 3.
Step 4.
$ ________________ __
Voting. With respect to the Plan, and my Class 3 Claim, the undersigned hereby votes to:
0 ACCEPT the Plan 0 REJECT the Plan
You may check only one box in Step 2. If you check both boxes, your vote will not be counted.
Creditor Information and Signature. By signing this ballot, the undersigned acknowledges that it has
received a copy of the Plan and the Disclosure Statement with Respect to Joint Plan of Liquidation of the
Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy
Code (the "Disclosure Statement").
DATE COMPLETED
SIGNATURE
NAME OF HOLDER OF CLASS 3 CLAIM
(PRINT OR TYPE)
NAME AND TITLE OF
AUTHORIZED AGENT
Submission of Ballot. You must return this ballot to the Ballot Tabulator at the following address so
that it is received by no later than 4:00 p.m. Eastern Time on August 6, 2010 ("Balloting Deadline")
to: eToys Direct 1, LLC-Ballot Processing, c/o Omni Management Group LLC, 16161 Ventura Blvd.,
Suite C, PMB 439, Encino, CA 91436-2522. A pre-addressed envelope has been provided for your
convenience. Ballots may also be returned by overnight courier or hand delivery or hand delivery to
the same address.
BALLOTS SENT VIA FACSIMILE OR EMAIL WILL NOT BE COUNTED.
1
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if
applicable, are: eToys Direct I, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime
Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3,
LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each of the Debtors is 717
17th Street, Suite 1300, Denver, CO 80202, with the exception ofPoshTots, Inc., the address for which is 5500 Cox
Road, Suite M, Glenn Allen, VA 23060.
68781-002\DOCS_DE:IS9724.S 1
VOTING INFORMATION AND ADDITIONAL INSTRUCTIONS
PLAN CONFIRMATION. Enclosed is the Joint Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors Pursuant to Chapter II of the Bankruptcy Code (the "Plan"), jointly proposed by the debtors
and debtors in possession in the above-captioned chapter ll cases (the "Debtors") and the Official Committee of
Unsecured Creditors appointed in the Debtors' chapter 11 cases, and the Disclosure Statement with Respect to Joint
Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter II of
the Bankruptcy Code (the "Disclosure Statement"). The Bankruptcy Court may confirm the Plan if, among other
things, it has been accepted by creditors holding claims totaling at least two-thirds in amount and more than one-half
in number of all claims in each class voting on the Plan. Even if all classes do not accept the Plan, the Bankruptcy
Court may confirm the Plan if the treatment afforded the class or classes rejecting the Plan satisfies the Bankruptcy
Code section ll29(b) standard for nonconsensual confirmation. If the Bankruptcy Court confirms the Plan, it
will be binding on you.
VOTING PROCEDURE. If you hold a Class l Claim (Priority Claims) under the Plan and wish to vote to accept
or reject the Plan, you must complete this ballot and return it to the Ballot Tabulator by first class mail or overnight
delivery. When returning your ballot, please carefully follow the instructions set forth therein.
FOR YOUR VOTE TO BE COUNTED AS VOTING FOR OR AGAINST THE PLAN, YOU MUST FULLY
COMPLETE THE BALLOT, INDICATE EITHER ACCEPTANCE OR REJECTION OF THE PLAN IN
THE APPROPRIATE SPACE ON THE REVERSE SIDE, AND SIGN AND RETURN THIS BALLOT TO:
ETOYS DIRECT 1, LLC-BALLOT PROCESSING, C/0 OMNI MANAGEMENT GROUP LLC, 16161
VENTURA BLVD., SUITE C, PMB 439, ENCINO, CA 91436-2522 SO THAT IT IS RECEIVED NO
LATER THAN 4:00P.M. EASTERN TIME ON AUGUST 6, 2010. BALLOTS RECEIVED LATE WILL
NOT BE COUNTED, UNLESS OTHERWISE ORDERED BY THE COURT. A PRE-ADDRESSED
ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE. BALLOTS SENT VIA FACSIMILE
OR EMAIL WILL NOT BE COUNTED.
Except as otherwise set forth in Step 2 on the reverse side, if a ballot is not completed in its entirety so that all the
required information and signatures are provided, the ballot will not be counted unless the Bankruptcy Court orders
otherwise.
DISCLAIMER. Before casting your vote, you should review the enclosed Plan and Disclosure Statement, which
the Bankruptcy Court has approved for distribution. You may wish to seek legal or other advice concerning the Plan
and the classification and treatment of your claim under the Plan. Your claim, if any, has been placed in Class 1
under the Plan. Please refer to the Plan and Disclosure Statement for further information. If you do not have a Plan
and Disclosure Statement, you may obtain a copy from Omni Management Group LLC, 16161 Ventura Blvd.,
Suite C, PMB 439, Encino, CA 91436-2522, telephone (818) 906-8300.
BALLOT DOES NOT CONSTITUTE A CLAIM. This ballot does not constitute a proof of claim, an
amendment to a proof of claim, or a waiver of any bar date or deadline to file a proof of claim.
NO ENCLOSURES. Do not enclose any correspondence, securities, instruments, invoices, or other documents
with this ballot.
QUESTIONS. If your ballot is damaged, if you need additional ballots, or if you have any questions about voting
procedures, you should contact Omni Management Group LLC, 16161 Ventura Blvd., Suite C, PMB 439,
Encino, CA 91436-2522, telephone (818) 906-8300.
68781-002\DOCS _DE: 1 59724.5 2
EXHIBIT B
Ballot- Class 3 (General Unsecured Claims)
68781-002\DOCS_DE:I59724.5 1
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
eTOYS DIRECT 1, LLC, ~ al.,
1
) Case No. 08-13412(BLS)
) (Jointly Administered)
Debtors. )
)
CLASS 3 BALLOT (GENERAL UNSECURED CLAIMS)
for
Accepting or Rejecting the Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured
Creditors Pursuant to Chapter I I of the Bankruptcy Code (the "Plan").
Step 1. Amount of Claim. The amount of your Class 3 Claim (General Unsecured Claims) against the above-
referenced debtors for voting purposes only is set forth below:
Step 2.
Step 3.
Step 4.
$ ________________ __
Voting. With respect to the Plan, and my Class 3 Claim, the undersigned hereby votes to:
0 ACCEPT the Plan 0 REJECT the Plan
You may check only one box in Step 2. If you check both boxes, your vote will not be counted.
Creditor Information and Signature. By signing this ballot, the undersigned acknowledges that it has
received a copy of the Plan and the Disclosure Statement with Respect to Joint Plan of Liquidation of the
Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter I I of the Bankruptcy
Code (the "Disclosure Statement").
DATE COMPLETED
SIGNATURE
NAME OF HOLDER OF CLASS 3 CLAIM
(PRINT OR TYPE)
NAME AND TITLE OF
AUTHORIZED AGENT
Submission of Ballot. You must return this ballot to the Ballot Tabulator at the following address so
that it is received by no later than 4:00 p.m. Eastern Time on August 6, 2010 ("Balloting Deadline")
to: eToys Direct 1, LLC-Ballot Processing, c/o Omni Management Group LLC, 16161 Ventura Blvd.,
Suite C, PMB 439, Encino, CA 91436-2522. A pre-addressed envelope has been provided for your
convenience. Ballots may also be returned by overnight courier or hand delivery or hand delivery to
the same address.
BALLOTS SENT VIA FACSIMILE OR EMAIL WILL NOT BE COUNTED.
1
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if
applicable, are: eToys Direct 1, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime
Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3,
LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each of the Debtors is 717
17th Street, Suite 1300, Denver, CO 80202, with the exception of Posh Tots, Inc., the address for which is 5500 Cox
Road, Suite M, Glenn Allen, VA 23060.
68781-002\DOCS_DE:l59724.S I
VOTING INFORMATION AND ADDITIONAL INSTRUCTIONS
PLAN CONFIRMATION. Enclosed is the Joint Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors Pursuant to Chapter II of the Bankruptcy Code (the "Plan"), jointly proposed by the debtors
and debtors in possession in the above-captioned chapter II cases (the "Debtors") and the Official Committee of
Unsecured Creditors appointed in the Debtors' chapter ll cases, and the Disclosure Statement with Respect to Joint
Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter II of
the Bankruptcy Code (the "Disclosure Statement"). The Bankruptcy Court may confmn the Plan if, among other
things, it has been accepted by creditors holding claims totaling at least two-thirds in amount and more than one-half
in number of all claims in each class voting on the Plan. Even if all classes do not accept the Plan, the Bankruptcy
Court may confmn the Plan if the treatment afforded the class or classes rejecting the Plan satisfies the Bankruptcy
Code section II29(b) standard for nonconsensual confirmation. If the Bankruptcy Court confirms the Plan, it
will be binding on you.
VOTING PROCEDURE. If you hold a Class 3 Claim (General Unsecured Claims) under the Plan and wish to
vote to accept or reject the Plan, you must complete this ballot and return it to the Ballot Tabulator by first class mail
or overnight delivery. When returning your ballot, please carefully follow the instructions set forth therein.
FOR YOUR VOTE TO BE COUNTED AS VOTING FOR OR AGAINST THE PLAN, YOU MUST FULLY
COMPLETE THE BALLOT, INDICATE EITHER ACCEPTANCE OR REJECTION OF THE PLAN IN
THE APPROPRIATE SPACE ON THE REVERSE SIDE, AND SIGN AND RETURN THIS BALLOT TO:
ETOYS DIRECT 1, LLC-BALLOT PROCESSING, C/0 OMNI MANAGEMENT GROUP LLC, 16161
VENTURA BLVD., SUITE C, PMB 439, ENCINO, CA 91436-2522 SO THAT IT IS RECEIVED NO
LATER THAN 4:00P.M. EASTERN TIME ON AUGUST 6, 2010. BALLOTS RECEIVED LATE WILL
NOT BE COUNTED, UNLESS OTHERWISE ORDERED BY THE COURT. A PRE-ADDRESSED
ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE. BALLOTS SENT VIA FACSIMILE
OR EMA'IL WILL NOT BE COUNTED.
Except as otherwise set forth in Step 2 on the reverse side, if a ballot is not completed in its entirety so that all the
required information and signatures are provided, the ballot will not be counted unless the Bankruptcy Court orders
otherwise.
DISCLAIMER. Before casting your vote, you should review the enclosed Plan and Disclosure Statement, which
the Bankruptcy Court has approved for distribution. You may wish to seek legal or other advice concerning the Plan
and the classification and treatment of your claim under the Plan. Your claim, if any, has been placed in Class 3
under the Plan. Please refer to the Plan and Disclosure Statement for further information. If you do not have a Plan
and Disclosure Statement, you may obtain a copy from Omni Management Group LLC, 16161 Ventura Blvd.,
Suite C, PMB 439, Encino, CA 91436-2522, telephone (818) 906-8300.
BALLOT DOES NOT CONSTITUTE A CLAIM. This ballot does not constitute a proof of claim, an
amendment to a proof of claim, or a waiver of any bar date or deadline to file a proof of claim.
NO ENCLOSURES. Do not enclose any correspondence, securities, instruments, invoices, or other documents
with this ballot.
QUESTIONS. If your ballot is damaged, if you need additional ballots, or ifyou have any questions about voting
procedures, you should contact Omni Management Group LLC, 16161 Ventura Blvd., Suite C, PMB 439,
Encino, CA 91436-2522, telephone (818) 906-8300.
68781-002\DOCS _DE: l 59724.5 2
68781-002\DOCS_DE:l59724.5
EXHIBITC
Confirmation Notice
1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
eTOYS DIRECT 1, LLC, et al.,
1
) Chapter 11
)
) Case No. 08-13412(BLS)
) (Jointly Administered)
Debtors. )
)
Voting Deadline: August 6, 2010, at 4:00p.m.
Objection Deadline: August 6, 2010, at 4:00p.m.
Confirmation Hearing: August 17,2010, at 2:30p.m.
NOTICE OF: (I) ENTRY OF ORDER APPROVING
DISCLOSURE STATEMENT; (II) HEARING TO CONFIRM PLAN
OF LIQUIDATION; AND (III) RELATED IMPORTANT DATES
PLEASE TAKE NOTICE THAT:
1. By order entered (the "Disclosure Statement Order"), the
United States Bankruptcy Court for the District of Delaware (the "Court") approved the
Disclosure Statement with Respect to Joint Plan of Liquidation of the Debtors and the Official
Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code, dated
June 9, 2010 (the "Disclosure Statement"), with respect to the Joint Plan of Liquidation of the
Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the
Bankruptcy Code, dated June 9, 2010 (the "Plan"), as providing adequate information for holders
of claims against and interests in the above-captioned debtors and debtors in possession (the
"Debtors") to make a decision as to whether to accept or reject the Plan.
2. In addition to establishing the above-noted deadlines, the Disclosure
Statement Order also approved certain voting procedures to be used in connection with the Plan
(the "Voting Procedures"). Creditors should review the Voting Procedures carefully. The
deadline by which votes to accept or reject the Plan must be actually received by Omni
Management Group LLC (the "Notice and Balloting Agent") is 4:00p.m. (Prevailing Eastern
Time) on August 6, 2010 (the "Voting Deadline"). The deadline by which objections to the
confirmation ofthe Plan must be filed with the Court is 4:00p.m. (Prevailing Eastern Time) on
August 6, 2010 (the "Objection Deadline"). Objections not timely filed and received in the
manner set forth herein shall not be considered by the Court. Objections to the confirmation of,
or proposed modifications to, the Plan, if any, must (i) be in writing, (ii) state the name and
1
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if
applicable, are: eToys Direct 1, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtirne
Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3,
LLC (N/ A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. ( 1842). The address for each of the Debtors is 717
17th Street, Suite 1300, Denver, CO 80202, with the exception of Posh Tots, Inc., the address for which is 5500 Cox
Road, Suite M, Glenn Allen, VA 23060.
68781-002\DOCS DE:l59724.5
address of the objecting party and the nature of the claim or interest of such party, (iii) state with
particularity the basis and nature of any objection or proposed modification, and (iv) be filed,
together with proof of service, with the Court and served so that they are actually received no
later than the Objection Deadline by all of the following parties: (i) counsel to the Debtors,
Pachulski Stang Ziehl & Jones LLP, 919 N. Market Street, 17th Floor, P.O. Box 8705,
Wilmington, DE 19899-8705 (Courier 19801 ), Attn: Laura Davis Jones, Esq.; (ii) the Office of
the United States Trustee, David Buchbinder, Esq., United States Trustee's Office, 844 King
Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801; and (iii) Counsel for the Official
Committee ofUnsecured Creditors, Arent Fox LLP, 1675 Broadway, New York, NY 10019,
Attn: Schuyler G. Carroll, Esq.
3. Holders of claims classified in Class 2 (Secured Claims) are not being sent
a ballot to vote to accept or reject the Plan because Class 2 claims are not impaired under the
Plan. Holders of Equity Interests in any of the Debtors classified in Class 4 (Equity Interests),
are not being sent a ballot to vote to accept or reject the Plan because such interest holders are
deemed to have rejected the Plan.
4. A hearing (the "Confirmation Hearing") to consider the confirmation of
the Plan will be held on August 17, 2010 at 2:30p.m. (Prevailing Eastern Time), before the
Honorable Brendan L. Shannon, United States Bankruptcy Judge for the District of Delaware, at
the United States Bankruptcy Court located at 824 North Market Street, 6th Floor, Courtroom
No. 1, Wilmington, DE 19801. The Confirmation Hearing may be continued from time to time
without further notice other than the announcement by the Debtors of the adjourned date(s) at the
Confirmation Hearing or any continued hearing. The Plan may be modified, if necessary,
pursuant to 11 U.S.C. 1127 prior to, during, or as a result of the Confirmation Hearing, without
further notice to interested parties other than by filing such modifications with the Court prior to
the Confirmation Hearing or announcing any such modifications at the Confirmation Hearing.
5. The Plan contains certain discharge, release, exculpation and injunction
provisions as follows:
a. Exculpation. Except as otherwise provided by the Plan or the Confirmation Order
or other Final order of the Bankruptcy Court, on the Effective Date, the Debtors,
certain of the Debtors' officers and directors expressly limited to Charles Goodrich,
Philip Manoff and Michael Miyaki, the Committee and its individual members, the
Plan Administrator, and their respective bankruptcy professionals including
attorneys and financial advisors, and their successors and assigns, shall be deemed
released by each of them against the other of and from any claims, obligations,
rights, causes of action and liabilities for any act or omission in connection with, or
arising out of, the Chapter 11 Cases, including, without limiting the generality of the
foregoing, all sales of assets, the Disclosure Statement, the pursuit of approval of the
Disclosure Statement, the pursuit of confirmation of the Plan, the consummation of
the Plan or the administration of the Plan or the property to be distributed under
the Plan, except for acts or omissions that constitute willful misconduct, gross
negligence or fraud, and all such Persons, in all respects, shall be entitled to rely
upon the advice of counsel with respect to their duties and responsibilities under the
Plan and under the Bankruptcy Code.
68781..()02\DOCS _DE: 159724.5 2
b. Injunction. Except as otherwise provided in the Plan, on and after the Confirmation
Date, all Entities who have held, hold or may hold Claims against the Debtors or
Interests in the Debtors are, with respect to any such Claims or Interests,
permanently enjoined from and after the Confirmation Date from: (a) commencing,
conducting or continuing in any manner, directly or indirectly, any suit, action or
other proceeding of any kind (including, without limitation, any proceeding in a
judicial, arbitral, administrative or other forum) against or affecting the Debtors'
Estates, the Post-Confirmation Debtors, any oftheir property, or any direct or
indirect transferee of any property of, or direct or indireCt successor in interest to,
any of the foregoing Entities, including without limitation the Plan Administrator,
or any property of any such transferee or successor; (b) enforcing, levying,
attaching (including, without limitation, any pre-judgment attachment), collecting
or otherwise recovering by any manner or means whether directly or indirectly, of
any judgment, award, decree or order against the Debtors' Estates, the Post-
Confirmation Debtors, any of their property, or any direct or indirect transferee of
any property of, or direct or indirect successor in interest to any of the foregoing
Entities, including without limitation the Plan Administrator; (c) creating,
perfecting or otherwise enforcing in any manner, directly or indirectly, any
encumbrance of any kind against the Debtors' Estates, the Post-Confirmation
Debtors, any of their property, or any direct or indirect transferee of any property
of, or direct or indirect successor in interest to any of the foregoing Entities,
including without limitation the Plan Administrator; (d) asserting any right of
setoff, of any kind, directly or indirectly, against any obligation due the Debtors'
Estates, the Post-Confirmation Debtors, any of their property, or any direct or
indirect transferee of any property of, or successor in interest to, any of the
foregoing Entities, including without limitation the Plan Administrator; and
(e) taking any actions in any place and in any manner whatsoever that do not
conform to or comply with the provisions of the Plan. Provided, however, that this
section 10.7 shall not in any way limit Ernst & Young LLP's right to respond
(including, without limitation, the right assert counterclaims or setoff) to Litigation
or Claims initiated by or asserted by the Post-Confirmation Debtors, the Plan
Administrator or any other party entitled to pursue the Debtors' Claims.
6. If you would like to obtain a copy of the Plan, the Disclosure Statement, or
the Disclosure Statement Order, contact the Notice and Balloting Agent at the address listed
below.
7. For any vote to accept or reject the Plan to be counted, a Ballot must be
actually received by the Notice and Balloting Agent by the Voting Deadline. In accordance with
the Voting Procedures, all Ballots are to be returned by standard mail (including U.S. Express
Mail) to: eToys Direct 1, LLC-Ballot Processing, c/o Omni Management Group LLC, 16161
Ventura Blvd., Suite C, PMB 439, Encino, CA 91436-2522. Ballots may also be returned by
overnight courier or hand delivery or hand delivery to the same address. Any party in interest
wishing to obtain (i) information about the Voting Procedures, or (ii) copies of the Disclosure
Statement, the Plan, or the Voting Procedures Order may also contact the Notice and Balloting
Agent at (818) 906-8300.
8. All documents that are filed with the Court may be reviewed during
regular business hours (8:00a.m. to 4:00p.m. weekdays, except legal holidays) at the United
68781-002\DOCS _DE: l 59724.5 3
States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street,
3rd floor, Wilmington, Delaware 19801.
Dated: June __ , 2010
68781-002\DOCS _DE: 159724.5
PACHULSKI STANG ZIEHL & JONES LLP
Laura Davis Jones (Bar No. 2436)
Jeffrey W. Dulberg (CA Bar No. 181200)
Michael R. Seidl (Bar No. 3889)
919 N. Market Street, 17th Floor
Wilmington, DE 19801
Telephone: 302/652-4100
Facsimile: 302/652-4400
Email: ljones@pszjlaw.com
jdulberg@pszjlaw.com
mseidl@pszjlaw.com
Counsel for eToys Direct 1, LLC, et al., Debtors and
Debtors in Possession
-and-
ARENT FOX LLP
Is/
Schuyler G. Carroll
1675 Broadway
New York, NY 10019
Telephone: 212-484-3900
Facsimile: 212-484-3990
-and-
ELLIOTT GREENLEAF
Rafael X. Zahralddin-Aravena (Bar No. 4166)
1105 Market Street, Suite 1700
Wilmington, DE 19801
Telephone: 302-384-9400
Facsimile: 302-384-9399
Co-counsel for the Committee
4