I suggest everyone go to the Ernst & Young site to read all the documents. I've pasted a section that is enlightening. It looks like if Kry has its way the noteholders will be shut out of the game. They may have wished they would have acted a little more reasonably when Fung tried to reach a deal with them. Looks like greed isn't just for shareholders.

Qualified Bid Requirements

Prior to the Bid Deadline, a Qualified Bidder that desires to make a bid to provide the Financing to Crystallex shall deliver written copies of its Qualification Package to the BidProcedure Service Parties. As provided in the CCAA Order, after the Bid Deadline, neither the Company nor the CCAA Court will consider any “topping” bids and, therefore, Qualified Bidders are urged to submit their best offers at their earliest opportunity.

A. Formal Requirements: In order to constitute a Qualified Bid, a bid must be a written irrevocable offer from a Qualified Bidder and:

(i) be actually received by the Bid Procedure Service Parties on or before the Bid Deadline;

(ii) state that the Qualified Bidder offers to provide the Financing pursuant to an agreement that has been marked to show amendments and modifications to (a) the Credit Agreement (the “Marked Credit Agreement”) and (b) the Financing Orders (the “Marked Financing Orders”);

(iii) include a Commitment Letter with copies of the Marked Credit Agreement and the Marked Financing Orders, confirming that if the bid is determined to be the Successful Bid, the bid shall remain open and irrevocable until the earlier of: (a) the denial of the Financing Orders, and the expiration of all applicable periods for reconsideration of such denial by the CCAA Court and the Bankruptcy Court, pertaining to such Qualified Bidder; (b) Crystallex shall have signed the Credit Agreement under the Next Best Bid; (c) the closing of the Financing with the Successful Bidder; and (d) the Outside Date;

(iv) confirm in the Commitment Letter that, if the bid is determined to be the Next Best Bid, that such bid shall remain open and irrevocable until: (a) the closing of the Successful Bid; or (b) such other date as Crystallex (in consultation with Monitor) shall (x) release in writing the Next Best Bidder of its responsibilities, or (y) notify the Next Best Bidder that it is the Best Bid, in which case such bid and associated Commitment Letter shall be deemed to incorporate clause VIII.A.(iii) hereof;

(v) be on terms that are not materially more burdensome or conditional than the terms of the Credit Agreement and Financing Order; and

(vi) fully disclose, in form and substance satisfactory to Crystallex and the Company Advisors, the identity of each entity submitting the bid or otherwise participating in connection with such bid, and the complete terms of any such participation.

B. Required Material Terms of Proposed Credit Facility

In order to constitute a Qualified Bid, the bid must:

(i) commit the Lender to provide the Credit Facility 2 during the period described in VIII.A.(iii) above;

(ii) enable Crystallex, on terms not materially more burdensome or conditional than those set forth in the Credit Agreement and Financing Order, to have the Credit Facility serve as exit financing after the completion of the Reorganization Proceedings;

(iii) provide Crystallex the opportunity to raise subordinate financing (which, by its terms, shall be fully subordinated to the Financing) during the term of the Credit Facility to the extent necessary to enforce and collect upon the Arbitration Claim and maintain the Company’s corporate existence; and

(iv) except as may be expressly permitted under the NDA, or with the written consent of the Company (following consultation with the Monitor), prohibit, until the entry of an order by the CCAA Court sanctioning a scheme of arrangement and the entry of an order of the Bankruptcy Court closing the Chapter 15 Case, the Lender from acquiring equity in, or trading in claims (including, for the avoidance of doubt, debt securities) against, Crystallex.

2 While $35 million of Crystallex Net Proceeds is the minimum amount of the Credit Facility that must be offered in a Qualified Bid, Crystallex will consider favorably a Qualified Bid that offers a greater amount of Financing (provided that all other terms are substantially similar to competing Qualified Bids).

C. Prohibited Material Terms of Proposed Credit Facility

Further, in order to constitute a Qualified Bid, the bid must not provide for:

(i) any break-up fee, work fee, expense reimbursement, or similar type of payment; provided, however, (a) if the Next Best Bidder is not and shall not become the Successful Bidder, the Next Best Bidder shall be entitled to an administrative fee equal to a notional, stated interest rate of 4% per annum (not subject to compounding) on the stated principal amount of its proposed credit facility, in consideration of keeping the Next Best Bidder’s offer open until release of Next Best Bidder’s obligations or close of Best Bid, to be paid from proceeds of the Credit Facility within 10 business days of the closing of the Credit Facility; and (b) the Successful Bidder shall be entitled to an expense reimbursement for out of pocket costs, including but not limited to reasonable professional fees and expenses incurred or accrued in connection with the Bid Process, of no more than $250,000 to be paid from the proceeds of the Credit Facility upon closing of the Credit Facility;

(ii) any non-interest economic consideration beyond the Lender Back-End Entitlement; 3

(iii) terms that purport to dictate or summarize the terms of a plan of compromise, arrangement, or reorganization for the Company; and

(iv) conditionality with regard to a Qualified Bidder obtaining financing or the outcome of any due diligence by the Qualified Bidder.

3 Crystallex will consider favorably a Qualified Bid that requests a Lender Back-End Entitlement consistent with the specified legal requirements and that maximizes the residual interest that would belong to Crystallex.

D. Material Terms That Are Discouraged

The following terms are highly discouraged, and a Qualified Bid that includes provisions of the type set forth below will be viewed unfavorably by Crystallex (provided that all other terms are substantially similar to competing Qualified Bids):

(i) covenants that impose unduly restrictive budgetary limitations, reporting mechanisms, or other requirements;

(ii) provisions that seek to materially alter the priority of charges in the Initial Order or any other order of the CCAA Court prescribing the priority of charges;4

(iii) provisions that give the Lender control rights over material decisions or filings made in the Arbitration Proceeding or the Reorganization Proceedings;

(iv) provisions that give the Lender rights to appoint or control the board of directors of Crystallex after commencement, or following conclusion, of the Reorganization Proceedings in any matter other than those mechanisms normally provided for under applicable Canadian law pertaining to shareholder rights and otherwise in compliance with regulatory principles, and as generally provided to lenders under arm’slength term loans;

(v) a paid-in-kind interest rate in excess of 10%5 or a current-pay interest rate in excess of 5%6 on the outstanding principal under the Credit Facility; and

(vi) compounding of interest on obligations outstanding under the Credit Facility.

4 Crystallex may not unfavorably view, within the context of the overall bid, alterations to the Administration Charge and the Directors’ Charge (each as defined in the Initial Order) as set forth in the Initial Order.

E. Bid Deadline: a Qualified Bidder shall deliver a hard copy and an electronic copy of its bid to Skatoff & Company, LLC and electronic copies of its bid to the other Bid Procedure Service Parties so as to be actually received no later than February 1, 2012 at 4:00 p.m. (prevailing Eastern Time). Crystallex shall be under no obligation to consider bids submitted after the Bid Deadline.

Crystallex will begin to evaluate each Qualified Bid as it is received by Crystallex and the Company Advisors.