Opinion
Case No. 08-18529-JS.
September 25, 2008
TYDINGS ROSENBERG LLP, Stephen M. Goldberg, Bar No. 01156, Tydings Rosenberg LLP, Baltimore, Maryland, ATTORNEYS FOR THE DEBTOR.
NILES, BARTON WILMER, LLP, Robert F. Scholz, Bar No. 08415, Niles, Barton Wilmer, LLP, Baltimore, Maryland, ATTORNEYS FOR PRESIDENTIAL FINANCIAL CORPORATION OF THE CHESAPEAKE.
On July 16, 2008, the Court approved and entered a Final Order Granting Debtor's Emergency Motion for Authority to Enter into Financing Agreements, to Borrow Money, to Grant Senior Liens Against Property of the Estate and Priority Administrative Expense Claims, to Assume Existing Financing Agreements, and Related Relief [Docket No. 34] (the "Final Order") by and between Presidential Financial Corporation of the Chesapeake (the "Lender") and The Complete Office Source, Inc., debtor and debtor-in-possession (the "Debtor"). By its terms, the Final Order is scheduled to expire on September 26, 2008. Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Final Order.
The Debtor has a continuing need to obtain Debtor-in-Possession Financing to fund the operation of the Debtor's business and to preserve the value of the Debtor's assets. To allow for the continued use of Debtor-in-Possession Financing, the Lender and the Debtor desire to enter into this Stipulation and Consent Order Extending and Modifying the Final Order (the "First Extension"). Accordingly, the Lender and the Debtor hereby stipulate and agree as follows:
1. The Debtor's authority to continue to obtain Debtor-in-Possession Financing under the terms set forth in the Final Order shall be extended from September 26, 2008, through and including November 26, 2008, pursuant to the terms and conditions set forth in the Final Order, as modified hereby.
2. The Budget attached hereto as Exhibit A shall be substituted in lieu of the Budget attached to the Final Order.
3. The Debtor is authorized to obtain Debtor-in-Possession Financing through the period covered by the First Extension in the amounts and for the purposes set forth in the Budget attached hereto as Exhibit A. The Debtor shall only use Debtor-in-Possession Financing in accordance with the time period and terms set forth in the Budget and only for the periods set forth in the Budget. The authorization granted to the Debtor under the First Extension shall terminate upon the earlier of: (i) November 26, 2008 or (ii) the occurrence of any Event of Default as defined in paragraph 28 of the Final Order. Notwithstanding (i) any such termination, or (ii) any reversal or modification, on appeal or by Order of this Court upon timely objection to this First Extension, of the authorization to obtain credit or incur a debt or a grant of priorities granted in this First Extension, the rights and obligations of the Debtor and the rights, claims, security interests, liens and priorities of the Lender with respect to all transactions which occurred prior to the occurrence of any such termination, reversal or modification, including, without limitation, all liens granted to the Lender as provided under the Final Order, shall remain unimpaired and unaffected by any termination of the Debtor's right to continue to obtain Debtor-in-Possession Financing, shall survive any such termination, reversal or modification and shall be binding upon the Debtor, any and all successors-in-interest to the Debtor, including any Chapter 11 trustee or any Chapter 7 trustee, all creditors and other parties in interest, and the Debtor's Estate (the "Estate"). During the period covered by the First Extension, the Debtors shall use Debtor-in-Possession Financing strictly in accordance with the terms of the Budget attached hereto asExhibit A.
4. Any notice which may be required to be given by the Lender to the Debtor or vice versa shall be sufficient if notice is given by hand delivery, or regular, certified or registered United States mail to:
As to the Debtor:
Alan M. Grochal, Esquire
Tydings Rosenberg LLP
100 East Pratt Street
Baltimore, Maryland 21202
Phone: (410) 752-9715
Facsimile: (410) 727-5460
With a copy to:
Mr. Robert Paul
The Complete Office Source, Inc.
3921 Vero Road, Suite N-Q
Halethorpe, Maryland 21227
Phone: (443) 709-4900
Facsimile: (443) 709-4901
As to the Lender:
Robert F. Scholz, Esquire
Niles, Barton Wilmer, LLP
111 S. Calvert Street, Suite 1400
Baltimore, Maryland 21202
Phone (410) 783-6300
Facsimile (410) 783-6363
With a copy to:
Presidential Financial Corporation
Attention: Jerry Brown
1979 Lakeside Parkway, Suite 400
Tucker, Georgia 30084
5. Within two business days of the entry of the First Extension, the Debtor shall promptly serve by first class mail, postage prepaid or telecopy copies of a notice of entry of the First Extension to the: (a) Lender; (b) Lender's counsel; (c) the 20 largest unsecured creditors; (d) the United States Trustee; (e) any other persons which the Debtor knows are entitled to notice under Bankruptcy Rule 4001(b) as of such date; and (f) any other party-in-interest from whom counsel to the Debtor has received a written request in this case. The notice of entry of the First Extension shall state that any party-in-interest objecting to the entry of the First Extension shall file a written objection with the United States Bankruptcy Court Clerk for the District of Maryland (Baltimore Division) within twenty (20) days of the date of service of the notice of entry. All other terms of the Final Order are hereby incorporated into the First Extension by cross-reference and shall remain in full force and effect through November 26, 2008. Except as expressly provided herein, no terms of the Final Order are amended, altered or otherwise nullified.
6. The Final Order and this First Extension may be modified or extended without further notice, time for objections, or hearing upon the consent of the parties hereto.
Certification Pursuant to Admin. Order 03-02, Ex. A, Sec. V.B.1
I HEREBY CERTIFY that the terms of the copy of the consent order submitted to the Court are identical to those set forth in the original consent order; and the signatures represented by the /s/ on this copy reference the signatures of consenting parties on the original consent order.
SO ORDERED
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