Case DOT Doc 9 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Main Document Page 1 of 11

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1 Document Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: ROOMSTORE, INC., Debtor. Chapter 11 Case No. 11- MOTION OF DEBTOR FOR ENTRY OF AN ORDER PURSUANT TO 11 U.S.C. 105(a), 363(c), AND 1107 AUTHORIZING THE DEBTOR TO CONTINUE AND MAINTAIN ITS EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND BUSINESS FORMS The debtor and debtor-in-possession in the above-captioned case (the Debtor ) hereby seeks the entry of an order in the form attached hereto as Exhibit A, pursuant to sections 105(a), 363(c), and 1107 of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101, et seq., as amended (the Bankruptcy Code ), authorizing the Debtor to continue and maintain its existing cash management system, bank accounts (including waiving compliance with the UST Guidelines (as defined below)), and related business forms (the Motion ). In support of this Motion, the Debtor respectfully represents as follows: LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East 2nd Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Co-Counsel to the Debtor and Debtor-in-Possession

2 Document Page 2 of 11 GENERAL BACKGROUND 1. On the date hereof (the Petition Date ), the Debtor commenced the Bankruptcy Case by filing with the Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. 2. No trustee or examiner has been appointed in the Bankruptcy Case. No official committee of unsecured creditors of the Debtor has yet been appointed. The Debtor continues to manage and operate its business as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 3. The Debtor was founded in 1992 in Dallas, Texas with four retail furniture stores. With over $300 million in net sales for its fiscal year ending 2010, the Debtor is one of the thirty largest furniture retailers in the United States. 4. Currently, the Debtor is headquartered in Richmond, Virginia and operates a chain of sixty-three retail furniture stores, including both large-format stores and clearance centers (collectively the Retail Stores ) in eight states: Pennsylvania, Maryland, Virginia, North Carolina, South Carolina, Florida, Alabama, and Texas. In addition, the Debtor has seven warehouses and distribution centers (the Warehouses ) located in Maryland, North Carolina, and Texas that service the Retail Stores. Prior to the Petition Date, the Debtor commenced storeclosing sales at four of its Retail Stores, located in Hoover, Alabama; Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore, Maryland. 5. General information about the Debtor, its business, its capital structure, the events leading to the filing of its Bankruptcy Case, and the relief sought by the Debtor in its various first-day pleadings is contained in the Declaration of Lewis M. Brubaker, Jr., Senior Vice President and Chief Financial Officer of RoomStore, Inc., in Support of Chapter 11 Petition and First-Day Pleadings (the Brubaker Declaration ) filed with the Court contemporaneously herewith. -2-

3 Document Page 3 of 11 JURISDICTION 6. This Court has jurisdiction over this Motion under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of this case and this Motion in this District is proper under 28 U.S.C and The statutory predicates for the relief sought herein are sections 105(a), 363(c), and 1107 of the Bankruptcy Code. RELIEF REQUESTED 7. By this Motion, the Debtor respectfully requests entry of an order, pursuant to sections 105(a), 363(c), and 1107 of the Bankruptcy Code, authorizing the Debtor to continue and maintain its prepetition Cash Management System, which includes the Bank Accounts and the use of related check stock, deposit slips, and other business forms (the Business Forms ) relating thereto, and waiving compliance with certain operating guidelines related to bank accounts set forth in the Office of the United States Trustee s Guidelines for Debtors-in- Possession (the UST Guidelines ), as adopted by the Office of the United States Trustee for the Eastern District of Virginia (the U.S. Trustee ). THE CASH MANAGEMENT SYSTEM 8. The Debtor s existing cash management system (the Cash Management System ) is designed to enable the efficient flow of cash receipts from the Debtor s geographically dispersed Retail Stores into a central concentration account for repayment of its prepetition secured revolving line of credit with Wells Fargo Capital Finance, LLC, an affiliate of Wells Fargo Bank (the Revolver ), and the centralized disbursement of funds for payroll, vendor payments, taxes, and other payments made by the Debtor. A flowchart detailing the flow of funds through the various accounts comprising the Cash Management System is annexed hereto as Exhibit B. 9. The Cash Management System consists of twelve primary accounts (the Bank Accounts ): three store depository accounts (the Store Depository Accounts ), two credit card -3-

4 Document Page 4 of 11 merchant processing depository accounts (the Merchant Depository Accounts ), three in-store financing and secondary financing depository accounts (the Financing Depository Accounts ), a concentration account (the Concentration Account ), an operating account (the Operating Account ), a payroll disbursement account (the Payroll Account ), and a positive-pay 1 controlled disbursement account (the Controlled Disbursement Account ). 10. The Debtor maintains the Store Depository Accounts at Wells Fargo Bank ( Wells Fargo ), Hagerstown Trust, and JPMorganChase Bank. 2 Cash and checks received from customers are deposited into the Store Depository Accounts on a daily basis. The Store Depository Account at Wells Fargo, which includes numerous subaccounts for substantially all of the Retail Stores, is a zero-balance account, with all balances swept nightly into the Concentration Account. The Debtor initiates a wire, typically weekly or biweekly, of the balance in the Store Depository Account at Hagerstown Trust into the Concentration Account. Any balance in the JPMorganChase Bank Store Depository Account is transferred into the Concentration Account each Monday pursuant to a standing wire order. 11. The Debtor s credit and debit card payment processor, Chase Paymentech, deposits the net proceeds of customers credit and debit card transactions into the Merchant Depository Accounts at Wells Fargo. Similarly, the proceeds of third-party in-store customer financing arrangements are deposited by its respective lenders into one of three Financing Depository Accounts at Wells Fargo. The Merchant Depository Accounts and the Financing Depository Accounts are zero-balance accounts with its balances swept nightly into the Concentration Account. 1 A positive-pay account, such as the Controlled Disbursement Account, is a type of checking account with an additional layer of control whereby a bank will only honor checks and other debits identified on a disbursements listing provided electronically by the accountholder. 2 The Store Depository Accounts at Hagerstown Trust and JPMorganChase Bank serve two Retail Stores for which there is no nearby Wells Fargo branch. -4-

5 Document Page 5 of Funds in the Concentration Account are in turn paid to Wells Fargo daily, pursuant to a standing wire order, to pay down borrowings under the Revolver. In turn, advances under the Revolver are deposited into the Operating Account as they are drawn. 13. The Debtor pays accounts payable, sales taxes, customs duties, rent, and other operating disbursements from the Controlled Disbursement Account, a positive-pay zero-balance account that draws from the Operating Account daily as items clear. The Debtor s payroll provider, PayChex, Inc., withdraws funds for wages, withholding taxes, payroll taxes, and other payroll-related disbursements from the Payroll Account via ACH. The Payroll Account is a zero-balance account that draws from the Operating Account as items clear. 14. The Debtor, in the ordinary course of its business, maintains inventories of customized, preprinted Business Forms (as defined below), including but not limited to check stock, customer receipts, envelopes and other stationery, and deposit slips. The Business Forms are an essential component of the Cash Management System. BASIS FOR RELIEF 15. In order to lessen the disruption caused by the Debtor s bankruptcy filing and maximize the value of its estate in this chapter 11 proceeding, it is vital that the Debtor maintain and continue to use its Cash Management System, including the Bank Accounts and the Business Forms. A. The Debtor Should Be Authorized To Maintain and Continue Using the Bank Accounts. 16. The UST Guidelines require chapter 11 debtors to, among other things, (a) close all existing bank accounts and open new, separate general expense, payroll, and tax escrow debtor-in-possession bank accounts, (b) maintain a separate debtor-in-possession account for cash collateral, and (c) obtain new check stock bearing the legend debtor-in-possession and denoting the type of account for all debtor-in-possession checking accounts. These requirements -5-

6 Document Page 6 of 11 are designed to provide a clear line of demarcation between a debtor s prepetition and postpetition transactions and operations and prevent the inadvertent postpetition payment of prepetition claims. However, compliance with the UST Guidelines would require the Debtor to revamp the Cash Management System and the associated business systems and processes across its entire enterprise, which would cause a severe and unnecessary disruption in the Debtor s existing business operations, to the detriment of the Debtor and its estate and creditors. 17. The Cash Management System uses electronic recordkeeping and includes the necessary accounting controls to enable the Debtor, as well as creditors, the U.S. Trustee, and the Court, to trace funds through the system and ensure that all transactions are adequately documented with a verifiable audit trail. The Debtor maintains and will continue to maintain detailed and accurate accounting records reflecting all transfers of funds. The Debtor s cash management procedures are ordinary, usual, and essential business practices similar to those used by other retail chains. Moreover, the Cash Management System provides significant benefits to the Debtor, including the ability to (a) accurately and immediately report receipts and expenditures, (b) aggregate, control, and disburse corporate funds centrally, (c) ensure the availability of funds when necessary, and (d) reduce administrative expenses by centralizing the movement of funds. 18. The Debtor should be authorized to continue to use its existing Bank Accounts and Cash Management System. The Debtor will work closely with its banks to ensure that appropriate procedures are in place so that checks issued prior to the Petition Date, but presented after the Petition Date, will not be honored absent approval from the Court. The bulk of the Debtor s non-payroll cash disbursements are made through the Controlled Disbursement Account, a positive-pay account for which Wells Fargo will only clear transactions identified on a whitelist provided to the bank by the Debtor. The Debtor will also maintain records of all transfers within the Cash Management System so that all transfers and transactions will be -6-

7 Document Page 7 of 11 documented in its books and records to the same extent such information was maintained by the Debtor prior to the Petition Date. 19. Permitting the Debtor to use the Cash Management System, including the existing Bank Accounts and Business Forms, is in the best interests of the Debtor s estate and creditors and other parties-in-interest. It is critical that the Debtor be able to coordinate and transfer funds efficiently and effectively to operate its business. Through the Cash Management System, the Debtor is able to effectively and efficiently collect, transfer, and disburse funds as needed, as well as to efficiently monitor and control the movement of cash. 20. Maintenance of the existing Bank Accounts and Cash Management System will avoid delays in the payment of necessary expenses and will ensure a smooth transition into chapter 11 without the inconvenience, cost, confusion, and delay associated with transferring cash management operations to new accounts and procedures. Through the continued use of its existing Bank Accounts and Cash Management System, the Debtor will have the unimpeded cash flow necessary to continue operating in chapter 11. Accordingly, the Debtor respectfully requests authorization to maintain its Bank Accounts and Cash Management System in the ordinary course of business, provided that no prepetition checks, drafts, wire transfers, or other forms of tender that have not yet cleared as of the Petition Date will be honored unless authorized by an order of this Court. 21. The Debtor also requests authority to preserve various reporting and accounting mechanisms, such as signatory authorizations and accounting systems central to the maintenance of the Bank Accounts. The interruption or termination of such reporting and accounting mechanisms would undermine the utility of the Bank Accounts. In accordance with existing practices, the Debtor will maintain strict records of all receipts into and disbursements from the Bank Accounts during the pendency of the Bankruptcy Case and will ensure that its records properly distinguish between prepetition and postpetition transactions. -7-

8 Document Page 8 of The Debtor submits that the relief requested herein is appropriate and within this Court s authority. Allowing the Debtor to maintain its prepetition Bank Accounts and Cash Management System will minimize the effect of this chapter 11 case on its business affairs without violating the policies of the Bankruptcy Code. Doing so will enable the Debtor to operate in chapter 11 in a manner that maximizes value for its estate and creditors and is therefore in its best interests. 23. The Debtor s continued ordinary-course use of its Cash Management System is consistent with section 363(c)(1) of the Bankruptcy Code, which allows a debtor in possession to use property of the estate in the ordinary course of business. In re Charter Co., 778 F.2d 617, 621 (11th Cir. 1985). This Court has recognized in similar circumstances that strict enforcement of bank account closing requirements does not serve the purposes of chapter 11, and has approved motions similar to this Motion. See, e.g., In re Circuit City Stores, Inc., Case No (Bankr. E.D. Va. Nov. 10, 2008); In re Movie Gallery, Inc., et al., Case No (Bankr. E.D. Va. Oct. 17, 2007); In re Storehouse, Inc., Case No (Bankr. E.D. Va. Sept. 20, 2006); In re Rowe Furniture, Inc., Case No (Bankr. E.D. Va. Sept. 20, 2006). 24. A waiver of the account-closing requirements in the UST Guidelines is important in this case. Specifically, subject to the aforementioned controls against honoring prepetition checks without specific authorization from this Court, the Debtor requests that the Bank Accounts be deemed to be debtor-in-possession accounts, and that its maintenance and continued use, in the same manner and with the same account numbers, styles, and Business Forms as those employed during the prepetition period, be authorized. In sum, the Cash Management System allows the Debtor to effectively and efficiently run its business. The Debtor believes that to maximize the value of its business, there must be minimal disruption to its administrative affairs, and that the maintenance of its current Cash Management System, as provided herein, is essential to limiting disruptions to the Debtor s operations. The Debtor submits that if the relief -8-

9 Document Page 9 of 11 requested in this Motion is granted, the Debtor will not pay, and its banks will be directed not to pay, any debts incurred before the Petition Date, except as authorized by this Court. B. The Debtor Should Be Authorized To Maintain and Continue Using Its Business Forms. 25. The Debtor also seeks authority to continue to use its prepetition Business Forms, including but not limited to checks, envelopes and other stationery, customer receipts, and deposit slips, without reference to its status as a debtor-in-possession. Requiring the Debtor to immediately print new Business Forms will be burdensome, expensive, and disruptive to the Debtor s business operations. 26. The Debtor submits that the ability to continue to use the Business Forms will facilitate a smooth and orderly transition into chapter 11 and minimize the disruption of the Debtor s ongoing business, without violating the policies underlying the Bankruptcy Code. 27. In order to minimize expenses to the Debtor s estate, the Debtor should also be authorized to continue to use its existing Business Forms, without reference to its status as a debtor in possession. See, In re Gold Standard Baking, Inc., 179 B.R. 98, (Bankr. N.D. Ill. 1995) (holding U.S. Trustee s requirement of prohibiting issuance of checks without debtorin-possession designation to be unenforceable); In re Johnson, 106 B.R. 623, 624 (Bankr. D. Neb. 1989) (debtors not always required to obtain new checks imprinted with Debtor in Possession legend). Indeed, courts have held that while the U.S. Trustee s office is granted supervisory powers, the United States Judicial Code, 28 U.S.C , does not provide the U.S. Trustee with any power to impose substantive or administrative requirements on debtors[,] including the requirement of obtaining new debtor-in-possession check stock and other forms. In re Young, 205 B.R. 894, 897 (Bankr. W.D. Tenn. 1997). 28. Changing Business Forms would be expensive, unnecessary, and burdensome to the Debtor s estate and disruptive to the Debtor s business operations and would not confer any -9-

10 Document Page 10 of 11 benefit upon the Debtor, its estate, its creditors, or other parties dealing with the Debtor. The Debtor proposes that, in the event that it needs to purchase new Business Forms during the pendency of this chapter 11 case, such forms will include a legend referring to the Debtor s status as a debtor-in-possession. Accordingly, the Debtor requests that it be authorized to use its existing Business Forms without being required to place the label debtor-in-possession on each. NOTICE 29. Notice of this Motion will be given to (i) the Office of the United States Trustee for the Eastern District of Virginia; (ii) counsel to the Debtor s prepetition lenders; and (iii) the Debtor s twenty-five largest unsecured creditors. WAIVER OF MEMORANDUM OF LAW 30. Pursuant to Local Bankruptcy Rule (G), because this Motion raises no novel issues of law and all applicable authority is set forth herein, the Debtor respectfully requests that the Court waive the requirement that this Motion be accompanied by a separate memorandum of law. NO PRIOR REQUEST 31. No previous request for the relief sought herein has been made to this or any other Court. WHEREFORE, the Debtor respectfully requests that the Court enter an Order, substantially in the form annexed hereto as Exhibit A, authorizing the Debtor to continue and maintain its existing Cash Management System, Bank Accounts (including waiving compliance with the UST Guidelines), and related Business Forms, and granting such other and further relief as the Court may deem just and proper. -10-

11 Document Page 11 of 11 Dated: December 12, 2011 Richmond, Virginia Respectfully submitted, /s/ Troy Savenko LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East Second Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Counsel to the Debtor and Debtor in Possession -11-

12 Case DOT Doc 9-1 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Proposed Order Exh. A Page 1 of 5 EXHIBIT A IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: ROOMSTORE, INC., Debtor. Chapter 11 Case No. 11- ORDER PURSUANT TO 11 U.S.C. 105(a), 363(c), AND 1107 AUTHORIZING THE DEBTOR TO CONTINUE AND MAINTAIN ITS EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND BUSINESS FORMS Upon the motion (the Motion ) 1 of the Debtor for entry of an order, pursuant to sections 105(a), 363(c), and 1107 of the Bankruptcy Code, authorizing the Debtor to continue and maintain its existing Cash Management System, Bank Accounts, and Business Forms; and the Court having reviewed the Motion; and the Court having determined that the relief sought by the Debtor in the Motion is in the best interest of the Debtor, its estate and creditors, and other parties-in-interest; and the Court finding that it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334 and that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that proper and adequate notice of the Motion has been 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East 2nd Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Co-Counsel to the Debtor and Debtor-in-Possession

13 Case DOT Doc 9-1 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Proposed Order Exh. A Page 2 of 5 given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Debtor is authorized to maintain and continue and maintain its existing prepetition Cash Management System. 2. The banks and financial institutions at which the Debtor maintains the Bank Accounts (the Banks ), including but not limited to the Bank Accounts identified in the Motion and Exhibit B thereto (including any subaccounts of such Bank Accounts), are authorized and directed to continue to service and administer such Bank Accounts as accounts of the Debtor as a debtor-in-possession without interruption and in the usual and ordinary course of business, and to receive, process, honor, and pay (subject to availability of sufficient funds) any and all checks, drafts, wires, or automated clearing house transfers drawn on the Bank Accounts after the Petition Date, provided that: (a) no bank or financial institution is authorized to honor or clear after the Petition Date any checks, drafts, wires, or ACH Transfers issued before the Petition Date but presented for payment after the Petition Date, except as expressly permitted by further order of this Court; and (b) all transfers and transactions shall be accurately documented on the Debtor s books and records. 3. Those certain existing deposit agreements between the Debtor and the Banks shall continue to govern the postpetition cash management relationship between the Debtor and the Banks. All of the provisions of such agreements, including but not limited to the termination and fee provisions, shall remain in full force and effect. The Debtor and the Banks may, without further order of this Court, agree to and implement changes to the cash management systems and procedures in the ordinary course of business, including but not limited to the opening and closing of bank accounts. -2-

14 Case DOT Doc 9-1 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Proposed Order Exh. A Page 3 of 5 4. Each of the Banks is authorized to debit the Debtor s accounts in the ordinary course of business without the need for further order of this Court for (a) all checks drawn on the Debtor s accounts that are cashed at such Bank s counters or exchanged for cashier s checks by the payees thereof prior to the Petition Date; (b) all checks or other items deposited in one of Debtor s accounts with such Bank prior to the Petition Date that have been dishonored or returned unpaid for any reason, together with any fees and costs in connection therewith, to the same extent the Debtor was responsible for such items prior to the Petition Date; and (c) all undisputed prepetition amounts, if any, owed to any Bank as service charges for the maintenance of the cash management system and outstanding as of the date hereof. 5. The Banks may rely on the representations of the Debtor with respect to whether any check or other payment order drawn or issued by the Debtor prior to the Petition Date should be honored pursuant to this or any other order of this Court, and the Banks shall not have any liability to any party for relying on such representations by the Debtor as provided for herein. 6. The Debtor is authorized to continue to use its prepetition Business Forms, without reference to its status as a debtor-in-possession, provided, however, that upon the depletion of the Debtor s existing inventories of Business Forms, the Debtor will obtain and use new Business Forms reflecting its status as debtor-in-possession. Notwithstanding the foregoing sentence, to the extent practicable, the Debtor shall imprint the legend DIP on each postpetition check written. 7. The Debtor is authorized to open any additional postpetition accounts with a bank or financial institution, and to close any existing accounts, as the Debtor may deem necessary and appropriate from time to time, and the applicable banks and financial institutions are authorized to honor the Debtor s requests to open or close such accounts or additional accounts. 8. The Debtor shall provide notice of the opening or closing of any bank accounts to the U.S. Trustee. -3-

15 Case DOT Doc 9-1 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Proposed Order Exh. A Page 4 of 5 9. This Order shall not prejudice or alter the substantive rights of any creditor with a claim against the Debtor. 10. The Debtor is authorized and empowered to take such steps and to perform such acts as may be necessary to implement and effectuate the terms of this Order. 11. The requirement under Local Rule (G) of the Local Rules for the United States Bankruptcy Court for the Eastern District of Virginia to file a memorandum of law in connection with the Motion is hereby waived. ENTERED: WE ASK FOR THIS: UNITED STATES BANKRUPTCY JUDGE LOWENSTEIN SANDLER PC Kenneth A. Rosen (NJ Bar No ) (Admission Pro Hac Vice Pending) Bruce D. Buechler (NJ Bar No ) (Admission Pro Hac Vice Pending) Mary E. Seymour (NJ Bar No ) (Admission Pro Hac Vice Pending) Cassandra M. Porter (NJ Bar No ) (Admission Pro Hac Vice Pending) Andrew David Behlman (NJ Bar No ) (Admission Pro Hac Vice Pending) 65 Livingston Avenue Roseland, New Jersey (973) and - KAPLAN & FRANK, PLC Troy Savenko (Va. Bar No ) Leslie A. Skiba (Va. Bar No ) 7 East Second Street ( ) Post Office Box 2470 Richmond, Virginia (804) Proposed Counsel to the Debtor and Debtor in Possession -4-

16 Case DOT Doc 9-1 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Proposed Order Exh. A Page 5 of 5 CERTIFICATION UNDER LOCAL RULE (C) I hereby certify that notice of the Debtor s intent to seek entry of the foregoing proposed order was provided to the parties identified in the Motion and copy of this proposed order was provided to the Office of the United States Trustee for the Eastern District of Virginia prior to submission to this Court. -5-

17 Case DOT Doc 9-2 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Exhibit(s) B - System Flowchart Page 1 of 2 EXHIBIT B CASH MANAGEMENT SYSTEM FLOWCHART 20619/5 12/11/

18 Case DOT Doc 9-2 Filed 12/12/11 Entered 12/12/11 14:50:45 Desc Exhibit(s) B - System Flowchart Page 2 of 2-1-