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RATTET PASTERNAK, LLP

Proposed Attorneys for the Debtor

550 Mamaroneck Avenue

Harrison, New York 10528

Tel. (914) 381-7400

Fax. (914) 381-7406

JONATHAN S. PASTERNAK, ESQ.

ERICA R. FEYNMAN, ESQ.

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:

ATRINSIC, INC.,

Debtor.

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Chapter 11

Case No. 12-12553

APPLICATION FOR AN ORDER APPOINTING DONLIN, RECANO &

COMPANY, INC. AS NOTICING AGENT FOR THE DEBTOR

PURSUANT TO 28 U.S.C. § 156(c), 11 U.S.C. § 105(a), S.D.N.Y. LBR

5075-1 AND GENERAL ORDER M-409

Atrinsic, Inc. the debtor and debtor in possession in the above-captioned case (the

“Debtor”) hereby moves for entry of an order, substantially in the form of Exhibit C hereto (the

“Retention Order”) pursuant to section 156(c) of title 28 of the United States Code and section

105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”),

appointing Donlin, Recano & Company, Inc. as noticing agent (“Noticing Agent”)1 in the

Debtor’s chapter 11 case (the “Section 156(c) Application”). In support of the Section 156(c)

Application, the Debtor respectfully represents as follows:

JURISDICTION AND VENUE

1 Noticing Agent is not engaged to provide claims agent services and it’s anticipated that all claims will be filed with

and processed by the Clerk of Court.

1. The Court has jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334.

12-12553-jmp Doc 8 Filed 06/22/12 Entered 06/22/12 13:49:14 Main Document Pg 1 of 11

This is a core proceeding under 28 U.S.C. § 157(b). Venue is proper in this district

under 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

2. On June 15, 2012 (the “Petition Date”), the Debtor filed a voluntary petition under

chapter 11 of the Bankruptcy Code. The Debtor continues to operate its business and manage its

properties as debtor in possession, pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code.

3. The Debtor is a publicly-traded corporation, traded on the over-the-counter bulletin

board under the ticker symbol “ATRN”, organized under the laws of the State of Delaware, with

its principal place of business located at 469 Seventh Avenue, 10th Floor, New York, New York

10018.

RELIEF REQUESTED

4. This Section 156(c) Application is made pursuant to 28 U.S.C. § 156(c), section

105(a) of the Bankruptcy Code, S.D.N.Y. LBR 5075-1 and General Order M-409 for an order

appointing Noticing Agent to act as the noticing agent in order to assume responsibility for the

distribution of notices. The Debtor’s selection of Noticing Agent to act as the noticing agent has

satisfied the Court’s Protocol for the Employment of Claims and Noticing Agents under 28

U.S.C. § 156(c), in that the Debtor has obtained and reviewed engagement proposals from at

least two (2) other court-approved noticing agents to ensure selection through a competitive

process. Moreover, the Debtor submits, based on all engagement proposals obtained and

reviewed, that Noticing Agent’s rates are competitive and reasonable given Noticing Agent’s

quality of services and expertise. The terms of retention are set forth in the Standard Noticing

Agreement annexed hereto as Exhibit A (the “Engagement Agreement”); provided, however, that

Noticing Agent is seeking approval solely of the terms and provisions as set forth in this


Application and the proposed order attached hereto.

5. Although the Debtor has not yet filed its schedules of assets and liabilities, it

anticipates that there will be in excess of one thousand entities to be noticed. In view of the

number of anticipated claimants and the complexity of the Debtor’s business, the Debtor submits

that the appointment of a noticing agent is both necessary and in the best interests of both the

Debtor’s estate and its creditors.

6. Noticing Agent has acted as the noticing agent in numerous cases of comparable size,

including several cases which are currently pending in the United States Bankruptcy Court for

this District. See In re United Retail Group, Inc., et al., Case No. 12-10405 (SMB) (Bankr.

S.D.N.Y. 2011); In re Credit-Based Asset Servicing and Securitization LLC, et al., Case No. 10-

16040 (ALG) (Bankr. S.D.N.Y. 2010); In re Metro Goldwyn-Mayer Studios Inc., et al., Case No.

10-15774 (SMB) (Bankr. S.D.N.Y.2010); In re Graphics Properties Holdings, Inc (f/k/a Silicon

Graphics, Inc.), et al., Case No. 09-11701 (MG) (Bankr. S.D.N.Y. 2009); In re Quebecor World

(USA) Inc., et al., Case No. 08-10152 (JMP) (Bankr. S.D.N.Y. 2008); In re Ciena Capital LLC,

et al., Case No. 08-13783 (AJG) (Bankr. S.D.N.Y. 2008); In re M. Fabrikant & Sons, Inc., et al.,

Case No. 06-12737 (SMB) (Bankr. S.D.N.Y. 2006); and In re New York Westchester Square

Medical Center, Case No. 06-13050 (SMB) (Bankr. S.D.N.Y. 2006).2

7. By appointing Noticing Agent as the noticing agent in this chapter 11 case, the

distribution of notices will be expedited. In support of this Section 156(c) Application, the

Debtor submits the Noticing Agent’s affidavit attached hereto as Exhibit B (the “Noticing Agent

Affidavit”).

8. This Section 156(c) Application pertains only to the work to be performed by Noticing

2 Because of the voluminous nature of the orders cited herein, they are not attached to the Section 156(c)


Agent under the Clerk’s delegation of duties permitted by 28 U.S.C. § 156(c) and S.D.N.Y. LBR

5075-1, and any work to be performed by Noticing Agent outside of this scope is not covered by

this Section 156(c) Application or by any Order granting approval hereof. Specifically, Noticing

Agent will perform the following tasks in its role as noticing agent (the “Noticing Services”)3, as

well as all quality control relating thereto:

(a) Prepare and serve required notices and documents in the chapter 11 case in

accordance with the Bankruptcy Code and the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) in the form and manner

directed by the Debtor and/or the Court including (i) notice of the

commencement of the chapter 11 case and the initial meeting of creditors

under Bankruptcy Code § 341(a), (ii) notice of any claims bar date, (iii)

notices of any hearings on a disclosure statement and confirmation of the

Debtor’s plan or plans of reorganization, including under Bankruptcy Rule

3017(d), and (iv) notice of the effective date of any plan.

(b) Maintain an official copy of the Debtor’s schedules of assets and liabilities

and statement of financial affairs (collectively, "Schedules"), listing the

Debtor’s known creditors and the amounts owed thereto;

Application. Copies of these orders, however, are available on request of the Debtor’s proposed counsel. 3 Since Donlin, Recano & Company, Inc. (“DRC”) is not being retained as the claims agent in this case, DRC will

not process proof of claims, maintain the official claims register or record transfers of claims in this case. Nor will

DRC maintain a case website for this case.

(c) Maintain (i) a list of all potential creditors, equity holders and other

parties-in-interest; and update said lists and make said lists available upon

request by a party-in-interest or the Clerk;

(d) Furnish a notice to all potential creditors of the last date for the filing of


proofs of claim and a form for the filing of a proof of claim;

(e) Maintain a post office box or address for the purpose of receiving returned

mail, and process all mail received;

(f) For all notices, motions, orders or other pleadings or documents served,

prepare and file or caused to be filed with the Clerk an affidavit or

certificate of service within seven (7) business days of service which

includes (i) either a copy of the notice served or the docket number(s) and

title(s) of the pleading(s) served, (ii) a list of persons to whom it was

mailed (in alphabetical order) with their addresses, (iii) the manner of

service, and (iv) the date served;

(g) If the case is converted to chapter 7, contact the Clerk’s Office within

three (3) days of the notice to Noticing Agent of entry of the order

converting the case;

(h) Thirty (30) days prior to the close of this case, to the extent practicable,

request that the Debtor submit to the Court a proposed Order dismissing

the Noticing Agent and terminating the services of such agent upon

completion of its duties and responsibilities and upon the closing of this

case; and

(i) At the close of this case, box and transport all original documents, in

proper format, as provided by the Clerk’s Office, to (i) the Federal

Archives Record Administration, located at Central Plains Region, 200

Space Center Drive, Lee’s Summit, MO 64064 or (ii) any other location

requested by the Clerk’s Office.

9. Noticing Agent shall not employ any past or present employee of the Debtor for work


that involves the Debtor’s bankruptcy case.

10. The Debtor respectfully requests that the undisputed fees and expenses incurred by

Noticing Agent in the performance of the above services be treated as administrative expenses of

the Debtor’s chapter 11 estate pursuant to 28 U.S.C. § 156(c) and 11 U.S.C. § 503(b)(1)(A) and

be paid in the ordinary course of business without further application to or order of the Court.

Noticing Agent agrees to maintain records of all services showing dates, categories of services,

fees charged and expenses incurred, and to serve monthly invoices on the Debtor, the office of

the United States Trustee, counsel for the Debtor, counsel for any official committee, if any,

monitoring the expenses of the Debtor and any party-in-interest who specifically requests service

of the monthly invoices. If any dispute arises relating to the Engagement Agreement or monthly

invoices, the parties shall meet and confer in an attempt to resolve the dispute; if resolution is not

achieved, the parties may seek resolution of the matter from the Court.

11. The Debtor has not provided Noticing Agent with any retainer prior to the Petition

Date.

12. In connection with its retention as noticing agent, the Noticing Agent represents in

the Noticing Agent Affidavit, among other things, that:

(a) Noticing Agent will not consider itself employed by the United States

government and shall not seek any compensation from the United States

government in its capacity as the noticing agent in the chapter 11 case;

(b) By accepting employment in the chapter 11 case, Noticing Agent waives

any rights to receive compensation from the United States government in

connection with the Debtor’s chapter 11 case;


(c) In its capacity as the noticing agent in the chapter 11 case, Noticing Agent

will not be an agent of the United States and will not act on behalf of the

United States; and

(d) It is a “disinterested person” as that term is defined in section 101(14) of

the Bankruptcy Code with respect to the matters upon which it is to be

engaged.

13. To the extent that there is any inconsistency between this Application, the Retention

Order and the Engagement Agreement, the Retention Order shall govern.

14. This Section 156(c) Application complies with the Protocol for the Employment of

Claims and Noticing Agents under 28 U.S.C. § 156(c) and except for necessary edits to remove

references to duties and responsibilities associated with claims agent services, conforms to the

standard Section 156 (c) Application in use in this Court. The Debtor has provided copies of this

Section 156(c) Application to the Clerk of Court and to the United States Trustee the Debtor’s

five (5) largest Secured Creditors, twenty (20) largest Unsecured Creditors and all Notice of

Appearance’s and submits that no further notice is necessary under the circumstances.


WHEREFORE, the Debtor requests entry of an order, in the form annexed hereto as

Exhibit C, authorizing Donlin, Recano & Company, Inc. to act as noticing agent for the

distribution of notices.

Dated: Harrison, New York

June 22, 2012

RATTET PASTERNAK, LLP

Proposed Attorneys for the Debtor

550 Mamaroneck Avenue

Harrison, New York 10528

Tel. (914) 381-7400

Fax. (914) 381-7406

By: /s/ Erica R. Feynman

Erica R. Feynman, Esq.


EXHIBIT A

Engagement Agreement


EXHIBIT B

Noticing Agent Affidavit


EXHIBIT C

Proposed Form of Order


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