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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : : : : : : :

In re: THE CHRISTIAN BROTHERS INSTITUTE, et al.,

Chapter 11 Case No. 11-22820 (RRD) (Jointly Administered)

Debtors

STIPULATION AND ORDER REGARDING THE PRODUCTION AND EXCHANGE OF INFORMATION OF ODEA HIGH SCHOOL ALUMNI DIRECTORIES IT IS HEREBY STIPULATED AND AGREED (the Agreement or the Stipulation), by and between (i) The Christian Brothers Institute (CBI), (ii) Christian Brothers of Ireland, Inc. (CBOI and together with CBI, the Debtors), (iii) counsel (the Committee Counsel) to the Official Committee of Unsecured Creditors (the Committee) appointed in the above captioned cases, and (iv) Corporation of the Catholic Archbishop of Seattle (the Archdiocese), as owner of ODea High School (ODea) that the following procedures, practices and limitations shall govern the production and exchange of documents, given or exchanged, in connection with the discovery directed by the United States Bankruptcy Court, Southern District of New York, Honorable Robert D. Drain (the Court) in connection to the Order Granting Debtors Motion for Entry of an Order, Pursuant to Fed. R. Bankr. P. 2004, Directing Production of Documents (Docket No. 168) (the Order) and the subpoena (the Subpoena) issued therewith to ODea in the above-referenced jointly administered chapter 11 bankruptcy case (the Bankruptcy) as follows: 1. The Archdiocese shall produce the alumni directories for ODea for the years

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1940 through and including 2010 (the Directories or the Confidential Information). The Debtors shall treat the Directories as confidential. The Debtors may share the Directories with (i) their officers, agents or representatives, including but not limited to their bankruptcy counsel and claims agent in the Bankruptcy (collectively Representatives), and (ii) Committee Counsel; provided that the Debtors advise the Representatives and Committee Counsel of the confidential nature of the Directories and of the obligations set forth in this Agreement and require such Representatives and Committee Counsel to keep the Directories confidential. For the Avoidance of any doubt, Committee Counsel shall not show or share the Directories with any of the Committees members. 2. The Debtors agree to use the Confidential Information solely in connection with

providing parties with notice of the Bankruptcy and the claims bar dates to be set therein. 3. Notwithstanding anything in the foregoing to the contrary, Confidential

Information shall not include information which: (i) was known by the Debtors, Representatives and/or Committee Counsel prior to receiving the Confidential Information from the Archdiocese; (b) becomes rightfully known to the Debtors, Representatives and/or Committee Counsel from a third-party source not known by the Debtors, Representatives and/or Committee Counsel to be under an obligation to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Debtors, Representatives and/or Committee Counsel in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation; and/or (e) is or has been independently developed by employees, consultants or agents of the Debtors, Representatives and/or Committee Counsel without violation of the terms of this Agreement.
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4.

The Debtors, Representatives and/or Committee Counsel shall keep the

Directories confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information 5. Notwithstanding anything in the foregoing to the contrary, the Debtors,

Representatives and/or Committee Counsel may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Debtors, Representatives and/or Committee Counsel promptly notify, to the extent practicable, the Archdiocese in writing of such demand for disclosure so that the Archdiocese, at their sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. The Debtors agree that it shall not oppose and shall cooperate with efforts by, to the extent reasonable and practicable, the Archdiocese with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Archdiocese is unable to obtain or do not seek a protective order and the Debtors, Representatives and/or Committee Counsel are legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. 6. The provisions of this Stipulation shall not be terminated at the conclusion of this

Bankruptcy. Absent any court order to the contrary, within 30 days after the effective date of a plan of reorganization confirmed pursuant to a final, non-appealable order of the Court, counsel shall return all Confidential Information and copies thereof to counsel for the Archdiocese, or, in lieu thereof, certify in writing that such material has been destroyed. 7. The parties acknowledge that the unauthorized dissemination of the Confidential
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Information would be harmful to the Archdiocese. The damages to the Archdiocese that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, the Debtors hereby agree that the Archdiocese shall be entitled to injunctive relief preventing the dissemination of the Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available

hereunder, whether at law or in equity. 8. parties. 9. The parties represent and warrant to each other that: (i) the signatories to this This Stipulation shall become effective on the date that same is fully executed by the

Stipulation are authorized to execute this Stipulation; (ii) each party has full power and authority to enter into this Stipulation; and (iii) this Stipulation and is duly executed and delivered and constitutes a valid binding agreement in accordance with its terms. 10. This Stipulation constitutes the entire agreement among the parties with respect to

the subject matter herein and supersedes all prior agreements and understandings, written and oral, between the parties with respect to the subject matter hereof. 11. This Stipulation may be executed in counterparts, each of which shall be deemed

an original but all of which together shall constitute one and the same instrument, and it shall constitute sufficient proof of this Stipulation to present any copy, copies, facsimiles or portable document format signed by the parties hereto to be charged. 12. The provisions of this Stipulation shall be binding upon the parties respective

successors and assigns. 13. The Court shall retain jurisdiction over the subject matter of this Stipulation,
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including the interpretation thereof, to resolve all disputes relating thereto. DATED New York, New York January 10, 2012 PATTERSON BUCHANAN FOBES LEITCH & KALZER, INC., P.S. Attorney for Corporation of the Catholic Archbishop of Seattle, Party-in-Interest

TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al., Debtors and Debtors-inPossession

By:

/s/ Scott S. Markowitz Scott S. Markowitz 1350 Broadway, 11th Floor New York, NY 10018 (212) 216-8000

By:

/s/ Michael A. Patterson Michael A. Patterson 2112 Third Avenue, Suite 500 Seattle, WA 98121 (206) 462-6700

PACHULSKI STANG ZIEHL & JONES LLP Attorneys for the Official Committee of Unsecured Creditors

By: /s/ James I. Stang James I. Stang, Esq. (admitted pro hac vice) 10100 Santa Monica Blvd., Suite 1100 Los Angeles, California 90067-4100 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 SO ORDERED this 11th day of January, 2012

/s/Robert D. Drain HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE