Case No. 08-18044-NVA, Case No. 08-18046-NVA, Case No. 08-18047-NVA, Case No. 08-18049-NVA, Case No. 08-18050-NVA, (Jointly Administered Under Case No. 08-18044-NVA).
July 28, 2008
Marc E. Shach, Esquire, Fed. Bar No. 06788, Weinstock, Friedman Friedman, P.A., Reservoir Circle, Baltimore, MD, Counsel to The CIT Group/Commercial Services, Inc.
Michael J. Lichtenstein, Esq., Stephen A. Metz, Esq., Shulman Rogers Gandal Pordy Ecker, P.A., Rockville, MD, Counsel to the Debtors.
STIPULATION AND CONSENT ORDER EXTENDING TIME PERIOD OF DEBTOR-IN-POSSESSION FINANCING AND USE OF CASH-COLLATERAL UNDER SAME TERMS AND CONDITIONS AS FINAL ORDER PURSUANT TO BANKRUPTCY RULE 4001 GRANTING DEBTORS' EMERGENCY MOTION FOR ORDER PURSUANT TO SECTION 364 OF THE BANKRUPTCY CODE (A) AUTHORIZING THE DEBTORS TO OBTAIN DEBTOR-IN-POSSESSION FINANCING, (B) GRANTING SECURITY INTERESTS AND SUPER PRIORITY CLAIMS AND MODIFYING THE AUTOMATIC STAY, (C) APPROVING AGREEMENTS RELATING TO THE FOREGOING, (D) AUTHORIZING THE DEBTORS TO USE CASH COLLATERAL TO, AMONG OTHER THINGS, PAY WAGES AND RELATED WITHHOLDING TAXES, AND (E) GRANTING RELATED RELIEF
NANCY ALQUIST, Bankruptcy Judge
Dormia, Inc., Advanced Comfort, Inc., Advanced Comfort of Ohio, Inc., Advanced Comfort of New Jersey, Inc. and Advanced Comfort of Indiana, Inc. (collectively the "Debtors"), and The CIT Group/Commercial Services, Inc. ("DIP Lender" and "Pre-Petition Lender", collectively the "Lender") jointly wish to and have agreed to extend the time period of the Debtor-in-Possession Financing and Use of Cash-Collateral as set forth and under the same terms as the Final Order Pursuant to Bankruptcy Rule 4001 Granting Debtors' Emergency Motion for Order Pursuant to Section 364 of the Bankruptcy Code (A) Authorizing the Debtors to Obtain Debtor-in-Possession Financing, (B) Granting Security Interests and Super Priority Claims and Modifying the Automatic Stay, (C) Approving Agreements Relating to the Foregoing, (D) Authorizing the Debtors to Use Cash Collateral to, Among Other Things, Pay Wages and Related Withholding Taxes, and (E) Granting Related Relief as entered by this Court on July 11, 2008 (Doc. No. 99) (the "Final Order").
The Debtors and the Lender agree that it is in the best interest of all parties to let the Going Out of Business Sale approved by order entered by this Court on June 27, 2008 (Doc. No. 72) (the "GOB Sale") continue. To that end, the Debtor requires the continued availability of the unused portion of the Debtor-in-Possession Financing and the continued use of Cash-Collateral on the terms and conditions approved in the Final Order and subject to the extended budget attached hereto as Exhibit A and incorporated herein by reference (the "Extended Budget").
This Stipulation and Consent Order has been reviewed by the Office of the United States Trustee. The United States Trustee has no objection.
Upon consideration of the foregoing, it is by the United States Bankruptcy Court for the District of Maryland, hereby: ORDERED; that the terms and conditions as set forth in the Final Order are continued in full force and effect through and including October 19, 2008, and for the purposes of this extension all references to the "Budget" in the Final Order shall be deemed references to the Extended Budget attached hereto.
SO ORDERED
NANCY ALQUIST, Bankruptcy Judge
CERTIFICATION OF CONSENT
I, Marc E. Shach, hereby certify that the terms of the copy of the Stipulation and Consent Order submitted to the Court are identical to those set forth in the original Stipulation and Consent Order and the signatures represented by /s/ on this copy reference the signatures of the consenting parties on the original Stipulation and Consent Order.
/s/ Marc E. Shach
Marc E. Shach, Esquire Fed. Bar No. 06788 Weinstock, Friedman Friedman, P.A. Reservoir Circle Baltimore, MD 21208 Exhibit A Extended Budget
Dormia et al Weekly Cash Flow Projection Week Boginning 21-Jul-08 28-July-08 4-Aug-08 11-Aug-08 18-Aug-08 25-Aug-08 1-Sep-08 8-Sep-08 15-Sep-08 22-Sep-08 29-Sep-08 6-Oct-08 13-Oct-08 BEGINNING CASH BALANCE 0 0 0 0 0 0 0 0 0 0 0 0 0 PROJECTED CASH INFLOW Recaipts from Hudson Rent and Utities 150,667 0 115,526 0 0 0 0 5,600 Payroll and Benefits 85,835 60,120 42,943 42,943 Sales Taxes Final Settlement Other Cash Recelpts Total Projected Cash Inflow 85,885 150,667 60,120 115,526 42,943 0 0 42,943 5,600 0 0 0 0 NET CURRENT AVAIL BAL 85,835 150,667 60,120 115,526 42,943 0 0 42,943 5,600 0 0 0 0 PROJECTED CASH OUTFLOW Payrol and Benefits Paid by Classic Hudson Retained Employees 73,219 51,253 36,609 36,609 Back Office Employees Paid by Classic for Debtors Internet Employees Paid by Debtors 6,897 6,997 6,997 6,997 6,997 6,997 Other Costs 2,899 2,809 2,699 2,699 2,699 2,699 Employee Benefits at 17.3% 13,877 0 10,077 0 7,544 0 0 7,544 0 1,210 0 1,210 0 Rents Stores Used by Hudson 150,667 104,886 0 Stub Rents Not Covered by Hudson 78,529 Foam Fabrication Plant 12,243 12,243 Utilities 4,611 10,640 5,600 Sales Tax Post-Potiton — Call center only 0 10,640 10,640 Hudson Sales Tax 63,317 Insurance — Intercompany charge 2,500 2,500 2,500 Inventory Purchases to Complete Customer Purchases Pre-petillon Post-Pelition Internet Sales at 50% of Collections 21,615 19,000 19,000 19,000 19,000 19,000 19,000 19,000 19,000 19,000 19,000 Delivery Charges 2,594 2,260 2,280 2,280 2,280 2,280 2,280 2,280 2,280 2,280 2,280 US Trustee Fees Chapter 11 Professional Fees 100,000 Total Disbursements 101,402 150,667 174,263 149,049 138,445 23,780 21,280 37,371 37,520 34,686 21,280 32,186 131,920 NET AVAILABLE BEFORE FINANCING 15,516 0 114,143 -33,523 -95,503 -23,780 -21,280 -44,429 -31,920 -34,686 -21,280 -32,186 -131,920 DIP Borrowings/(Repayment) 15,516 0 114,143 33,523 95,503 23,780 21,280 44,429 31,920 34,686 21,280 32,186 131,920 Interest and Fees Total Financing 15,516 0 114,143 33,523 95,503 23,780 21,280 44,429 31,920 34,686 21,280 32,186 131,920 ENDING CASH BALANCE 0 0 0 0 0 0 0 0 0 0 0 0 0 DIP LINE OF CREDIT Opening Balance, Per Books (15,560) (44) (44) 78,100 71,623 129,125 114,905 98,185 104,614 38,534 95,219 78,499 72,885 Internet Sales Collections/DIP Repayments 38,000 38,000 38,000 38,000 38,000 38,000 38,000 38,000 38,000 38,000 38,000 DIP Borrowings 15,516 114,143 33,523 95,503 23,780 21,280 44,429 31,920 34,888 21,280 32,186 131,920 Ending Balance, Per Books -44 -44 78,100 71,823 129,125 114,905 98,185 104,614 96,534 95,219 73,408 72,686 166,605