Case mgd Doc 10 Filed 07/16/17 Entered 07/16/17 19:51:23 Desc Main Document Page 1 of 23

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1 Document Page 1 of 23 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION IN RE: BEAULIEU GROUP, LLC, et al., Debtors. CHAPTER 11 PROPOSED Jointly Administered Under CASE NO mgd DEBTORS EMERGENCY MOTION FOR AN ORDER AUTHORIZING THE DEBTORS TO (A MAINTAIN EXISTING BANK ACCOUNTS AND CASH MANAGEMENT SYSTEM AND (B CONTINUE USE OF EXISTING BUSINESS FORMS The above-captioned debtors and debtors in possession (collectively, the Debtors 1, by and through their undersigned attorneys, hereby file this motion (the Motion for the entry of an order authorizing the debtors to (a maintain existing bank accounts and cash management system, and (b continue use of existing business forms. In support thereof, the Debtors respectfully represent as follows: INTRODUCTION 1. On the date hereof (the Petition Date, each of the Debtors commenced a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code. The Debtors are authorized to operate their business as debtors in possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No chapter 11 trustee or examiner has been appointed in any of the Debtors cases. Contemporaneously herewith, the Debtors filed a motion seeking joint administration of their chapter 11 cases for procedural purposes only, pursuant to Rule 1015(b of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules. 1 The Debtors in these cases along with the last four digits of their federal tax identification number are: (2636, Trucking, LLC (0383 and of America, Inc. (9706.

2 Document Page 2 of Additional information regarding the Debtors business, capital structure, and the circumstances leading to the filing of these chapter 11 cases is contained in the Declaration of J. Michael Pollard in Support of First Day Motions and Applications (the First Day Declaration 2 filed contemporaneously herewith and incorporated herein by reference. JURISDICTION 3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b(2(A, (M. Venue is proper in this District pursuant to 28 U.S.C and The predicates for the relief requested herein are sections 105(a, 363, 364, 503 and 507 of the Bankruptcy Code, Rules 6003(b and 6004(h of the Bankruptcy Rules, and the Office of the United States Trustee for Region 21 Operating Guidelines and Reporting Requirements for Debtors in Possession and Chapter 11 Trustees (the U.S. Trustee Guidelines. BACKGROUND A. Cash Management System 5. As described more fully below, prior to the commencement of these Chapter 11 cases, the Debtor ( Group maintained approximately 10 bank accounts, a schedule of which is attached hereto as Exhibit A. 3 Group s cash management bank is. 4 The cash management system operates as follows (the Cash Management System (a chart illustrating the pre-petition Cash Management System is 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the First Day Declaration. 3 Debtors Trucking, LLC and of America, Inc. do not currently have business operations and do not participate in Group s cash management system. Debtor Trucking LLC does not have any bank accounts. Debtor of America, Inc. has one bank account, listed on Exhibit A, that contains approximately $50,000 but such bank account is not part of Group s cash management system. 4 is on the list of approved depository institutions promulgated by the U.S. Trustee for Region

3 Document Page 3 of 23 attached hereto as Exhibit B and a chart illustrating the post-petition Cash Management System is attached hereto as Exhibit C: a. Group maintains four accounts receivable depository accounts with (the Pledged A/R Depository Accounts, all of which are used to collect payments on accounts from third-party payors which are pledged to the Debtors prepetition lenders. b. Five disbursement accounts (a general disbursement account, two payroll accounts, a group insurance account and an incoming drafts account (used for creditors (including certain taxing authorities and utilities who automatically debit the account in order to be paid (the Disbursement Accounts are funded from Group s operating account (the Operating Account with ; all disbursements for Group are made from one of the Disbursement Accounts. c. For approximately 10 years prior to June 30, 2017, the amounts in the Pledged A/R Depository Accounts were swept daily and applied against the pre-petition credit facility. Funds were then advanced under the prepetition credit facility into the Operating Account as permitted by the applicable borrowing base calculation. Funds in the Operating Account were then used to fund the Disbursement Accounts, from which vendors, payroll and other expenses were paid. d. As of June 30, 2017, daily receipts on accounts receivable are held in the Pledged A/R Depository Accounts until each Tuesday. At that time, the amounts are reconciled to the most recent weekly borrowing base, and amounts that would cause an overadvance under the pre-petition credit facility to exist are applied to the outstanding obligations under the prepetition credit facility; the remaining funds, if any, are swept to the Operating Account. Throughout the week, in the normal course of business, funds in the Operating Account are used fund the Disbursement Accounts, from which vendors, payroll and other expenses are paid. e. After the Petition Date, and upon approval of the proposed debtor-inpossession financing, the amounts in the Pledged A/R Depository Accounts will again be swept daily and applied against the pre-petition credit facility or the post-petition credit facility, as applicable. Funds will then be advanced under the post-petition credit facility into the Operating Account as permitted by the borrowing base calculation. Funds in the Operating Account will then be used fund the Disbursement Accounts, from which vendors, payroll and other expenses will be paid. f. Group also has three open, but inactive accounts: (i an account maintained at Bancorp that was used for employees contributions to - 3 -

4 Document Page 4 of 23 flexible spending accounts; (ii an overnight investments account at Bank of America; and (iii securities trading account at. RELIEF REQUESTED 6. The U.S. Trustee Guidelines require Chapter 11 debtors, among other things, (i to close all existing bank accounts and open new debtor-in-possession bank accounts, and (ii to obtain business forms, including checks, which bear the designation debtor-inpossession, the bankruptcy case number, and the type of account for each debtor-in-possession account. 7. As more fully set forth below, to avoid disruption to the ordinary and usual cash management and day-to-day operations of the Debtors, and to ensure an orderly transition into Chapter 11, the Debtors respectfully request entry of an Order: (i authorizing them to continue to maintain their existing bank accounts and to utilize the Cash Management System; (ii authorizing them to continue to utilize their existing business forms, including checks; and (iii granting a waiver, to the extent required, from the United States Trustee s guidelines with respect to those requirements identified above. 8. The Debtors further request the authority to implement changes to the Cash Management System in the ordinary course of business, including, without limitation, the opening of any new bank accounts and the closing of any existing bank accounts as they may deem necessary and appropriate in their sole discretion so long as any such new account is with a bank that is designated as an authorized depository by the U.S. Trustee pursuant to the U.S. Trustee s Operating Guidelines and the Debtors provide notice to the U.S. Trustee of the opening of such accounts. 9. The Debtors further request that all banks and other financial institutions listed in Exhibit A hereto, (a be authorized and directed to continue to service and administer the - 4 -

5 Document Page 5 of 23 Debtors bank accounts, without interruption and in the ordinary course, and to receive, process, honor, and pay any and all checks, drafts, wires, and ACH payments issued by the Debtors and drawn on each such bank account to the extent the Debtors have sufficient funds in such bank account; and (b be authorized to rely on the representations of the Debtors as to which account transactions are permitted under the provisions of the Order granting this Motion. The banks and financial institutions subject to the Order shall have no liability to any party for relying on the directions of the Debtors as provided for herein. BASIS FOR RELIEF REQUESTED 10. Authorizing the Debtors to continue to use their existing bank accounts is essential to a smooth and orderly transition of the Debtors into Chapter 11 and to avoid disruption to their businesses. The Debtors employees would suffer great hardship if the Debtors were compelled to substitute a new debtor-in-possession payroll account for the existing account because many of the Debtors employees take advantage of direct deposit for payment of their wages and other compensation. A change to a new payroll account would require that each employee re-enroll in the direct deposit program. Therefore, a new payroll account would inevitably lead to delays, confusion, and disruption of payments that would likely adversely affect employee morale at this critical juncture. 11. Moreover, the commencement of the Debtors Chapter 11 cases will undoubtedly place a substantial strain not only on the Debtors relationship with their employees, but also on their relationships with their customers and their third-party payors which are vital to the Debtors continued operations and to achievement of a successful resolution of their cases. Requiring the Debtors to open new debtor-in-possession bank accounts to receive payments would cause delay and confusion among such customers and payors, further straining these relationships, and would inevitably lead to delays in the Debtors receipt of vital revenue

6 Document Page 6 of A transition to new debtor-in-possession bank accounts at this time would be disruptive and time-consuming at this critical juncture. By permitting existing accounts to remain open, preserving business continuity, and avoiding the operational and administrative paralysis that closing the accounts and opening new ones would necessarily entail, all parties-ininterest, including the Debtors employees, vendors, and customers, will be best served, and the Debtors estates will benefit considerably. 13. The Cash Management System constitutes ordinary course and essential business practices. Such systems provide significant benefits to the Debtors, including facilitating their ability: (i to provide for the availability of funds when necessary; and (ii to develop more timely and accurate account balance information. 14. It is critical for the Debtors to be able to continue the existing Cash Management System during the pendency of these Chapter 11 cases. Any disruption to the Debtors ordinary business affairs at this critical state in the reorganization process could adversely impact their ability to successfully reorganize. Consequently, maintenance of the existing Cash Management System is in the best interests of all creditors, parties-in-interest, and the Debtors estates. The Debtors will continue to maintain strict records with respect to all transfers of cash so that they may readily provide an accounting thereof. 15. By virtue of the nature and scope of the Debtors businesses, the number of accounts, and the numerous employees, customers, suppliers of goods and services, and others with whom the Debtors transact business, it is imperative that the Debtors be permitted to continue to use their existing business forms, including checks. A substantial amount of time and expense would be required to print new business forms and stationery and would also likely result in a substantial risk of disruption to the Debtors ordinary business affairs, which could - 6 -

7 Document Page 7 of 23 easily interrupt the payment of wages and salaries 5 and payment for necessary supplies and could substantially disrupt the smooth relationship enjoyed by the Debtors with their labor force and with their customers. 16. This Court is authorized to grant the relief requested in this Motion pursuant to Section 105(a of the Bankruptcy Code, which provides as follows: The court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. No provision of this title providing for the raising of an issue by a party in interest shall be construed to preclude the court from, sua sponte, taking any action or making any determination necessary or appropriate to enforce or implement court orders or rules, or to prevent an abuse of process. 11 U.S.C. 105(a. 17. Bankruptcy courts routinely grant Chapter 11 debtors authority to continue using their existing cash management systems and treat such requests for such authority as a relatively simple matter. In re Baldwin-United Corp., 79 B.R. 321, 327 (Bankr. S.D. Ohio This is particularly true where, as here, the Chapter 11 cases involves complex financial affairs. In fact, the Eleventh Circuit has specifically held that a debtor s use of its pre-petition routine cash management system is entirely consistent with the provisions of the Bankruptcy Code. See In re Charter Co., 778 F.2d 617, 621 (11th Cir Likewise, in another context, the United States Bankruptcy Court for the District of Delaware has explained that a centralized cash management system allows efficient utilization of cash resources and recognizes the impracticalities of maintaining separate cash accounts for many different purposes that require cash. In re Columbia Gas Sys., Inc., 136 B.R. 930, 934 (Bankr. D. Del The Third Circuit has agreed, emphasizing that a requirement to maintain all accounts separately would be 5 Simultaneously herewith, the Debtors filed a motion seeking authority, among other things, to pay all pre-petition wages, salary, and benefits that accrued pre-petition. Should the Court grant that motion but deny the relief requested herein, the Debtors could be forced to stop and re-issue checks to certain employees, potentially causing significant additional confusion and delay

8 Document Page 8 of 23 a huge administrative burden and economically inefficient. In re Columbia Gas Sys., Inc., 997 F.2d 1039, 1061 (3d Cir. 1993; see also In re Southmark Corp., 49 F.3d 1111, 1114 (5th Cir (cash management system allows debtor to administer more efficiently and effectively its financial operations and assets. 18. Courts in this and other jurisdictions have recognized that a bankruptcy court has the discretion to allow the Debtors continued use of their pre-petition cash management procedures, existing pre-petition bank accounts, and business forms. See, e.g., In re AstroTurf, LLC, No (Bankr. N.D. Ga. June 30, 2016 (Bonapfel, J. [Doc. No. 34]; In re Hutcheson Medical Center, Inc., No (Bankr. N.D. Ga. Nov. 25, 2014 (Bonapfel, J. [Doc. No. 32]; In re Miller Auto Parts & Supply Co., No (Bankr. N.D. Ga. Sept. 18, 2014 (Diehl, J. [Doc. No. 27]. Because of the severe disruption to the Cash Management System and, by extension, the Debtors businesses, that would result if the Debtors were forced to open new accounts, the Debtors believe it is extremely important that this Court grant their request for maintaining their existing bank accounts, Cash Management System, and business forms. 19. For the foregoing reasons, the Debtors believe that granting the relief requested herein is appropriate and in the best interest of their estates. NOTICE 20. Notice of this Motion has been provided to the Office of the United States Trustee, counsel to the Debtors pre-petition secured lender, counsel to the Debtors proposed debtor-in-possession lender, any other party asserting a security interest in assets of the Debtors, and the Debtors thirty (30 largest unsecured creditors on a consolidated basis. In light of the nature of the relief requested, the Debtors submit that no further notice is necessary

9 Document Page 9 of 23 CONCLUSION WHEREFORE, the Debtors respectfully request that this Court: (a enter an order substantially in the form attached hereto as Exhibit D granting the relief requested herein; and (b grant the Debtors such other and further relief as is just and proper. This 16th day of July, Respectfully submitted, SCROGGINS & WILLIAMSON, P.C Northside Parkway Suite 450 Atlanta, GA T: ( F: ( E: rwilliamson@swlawfirm.com aray@swlawfirm.com mlevin@swlawfirm.com /s/ Ashley R. Ray J. ROBERT WILLIAMSON Georgia Bar No ASHLEY REYNOLDS RAY Georgia Bar No MATTHEW W. LEVIN Georgia Bar No Proposed Counsel for Debtors - 9 -

10 Document Page 10 of 23 EXHIBIT A Schedule of Bank Accounts Bank Bancorp Debtor of America, Inc. Account Name Operating Account 4511 Account Number (last 4 digits Type of Account Concentration/ Disbursement Status Active General Disbursement Account 8297 Disbursement Active Payroll Account 8305 Disbursement Active Group Insurance Account Incoming Drafts 7510 Disbursement Active 2882 Disbursement and Depository Active Account Residential Lockbox 6501 Depository Active Commercial Lockbox 6493 Depository Active Local Deposits 9226 Depository Active On-Line Deposits 0096 Depository Active Paycard Payroll Account 0018 Disbursement Active General Account 7696 Depository Active Overnight Investments 5408 Depository Inactive Securities Trading 1ARW Inactive FSA Account 3685 Disbursement Inactive

11 Document Page 11 of 23 EXHIBIT B Prepetition Cash Management System

12 Document Page 12 of 23 BEAULIEU GROUP LLC ACTIVE BANK ACCOUNTS 7/16/2017 Residential Lockbox Bank Acct Commercial Lockbox Bank Acct xxxxxxxx-6501 **See footnote below in reference to lockbox collections xxxxxxxx Local Deposits On-Line Deposits xxxxxx-9226 Operating Acct xxxxxx xxxxxx $0 overdraft limit INACTIVE ACCOUNTS General Disb Acct (CDA xxxxxx-8297 Overnight Investments xxxxxx-5408 Payroll Acct (CDA Securities LLC xxxxxx-8305 Trading Securities xxxxxxxxxxarw Group Insurance Acct (CDA Bancorp xxxxxx-7510 FSA Acct xxxxxx Incoming Drafts (CDA xxxxxx Paycard Payroll Account xxxxxx-0018 **Footnote regarding lockbox accounts above: Incoming credits remain in individual lockbox accounts until Tuesday of each week. At that time, the Bank does a reconciliation of position against most recent collateral base. If needed, funds are then taken by the bank to cover loss in position first and any remaining collected funds are released to the operating account.

13 Document Page 13 of 23 EXHIBIT C Postpetition Cash Management System

14 Document Page 14 of 23 BEAULIEU GROUP LLC ACTIVE BANK ACCOUNTS 7/16/2017 Residential Lockbox Bank Acct Pre-Petition / DIP Revovler As Applicable Commercial Lockbox Bank Acct xxxxxxxx-6501 xxxxxxxx DIP Revolver Advances Local Deposits On-Line Deposits xxxxxx-9226 xxxxxx Operating Acct $0 overdraft limit xxxxxx INACTIVE ACCOUNTS Overnight Investments xxxxxx-5408 Securities LLC Trading Securities xxxxxxxxxx-arw General Disb Acct (CDA xxxxxx Payroll Acct (CDA xxxxxx Bancorp FSA Acct Group Insurance Acct (CDA xxxxxx-3685 xxxxxx Incoming Drafts (CDA xxxxxx Paycard Payroll Account xxxxxx-0018

15 Document Page 15 of 23 EXHIBIT D Proposed Order

16 Document Page 16 of 23 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION IN RE: BEAULIEU GROUP, LLC, et al., Debtors. CHAPTER 11 PROPOSED Jointly Administered Under CASE NO mgd ORDER AUTHORIZING THE DEBTORS TO (A MAINTAIN EXISTING BANK ACCOUNTS AND CASH MANAGEMENT SYSTEM, AND (B CONTINUE USE OF EXISTING BUSINESS FORMS Upon the Debtors Emergency Motion for An Order Authorizing the Debtors to (A Maintain Existing Bank Accounts and Cash Management System and (B Continue Use of Existing Business Forms (Docket No. (the Motion 6 filed by the above-captioned debtors and debtors-in-possession (collectively, the Debtors ; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b and 157; and the Court having found that venue of these cases and the Motion in this District is proper pursuant to 28 Motion. 6 All capitalized terms used and not defined herein shall have the meanings ascribed to them in the

17 Document Page 17 of 23 U.S.C and 1409; and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. 157(b; and the Court having found that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and a hearing having been held on [July, 2017], to consider the relief requested in the Motion; and upon the record of the hearing and all of the proceedings had before the Court; and upon consideration of the First Day Declaration; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors and all other parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein, nunc pro tunc to the Petition Date. 2. The Debtors are authorized, but not directed, to continue using the Cash Management System as described in the Motion, subject to the limitations in this Order and to the extent permitted under the terms of the Debtors' debtor-in-possession financing facility (the "DIP Facility". Any change to the Cash Management System shall require the prior written consent of the agent under the DIP Facility, which shall not be unreasonably withheld. Without limiting the generality of the foregoing, but subject to all of the terms and conditions of this Order, each Debtor is authorized to (a designate, maintain and continue to use, with the same account numbers, all of its bank accounts in existence on the Petition Date (collectively, the Bank Accounts, including, without limitation, those accounts identified in Exhibit A to the Motion, (b treat each Bank Account for all purposes as an account of a Debtor in its capacity as

18 Document Page 18 of 23 debtor-in-possession, and (c use, in their present form, all business forms and checks, without reference to their status as debtors-in-possession, except as otherwise provided in this Order. 3. Each bank at which any Bank Account is maintained is authorized to continue to service and administer such Bank Account as a depository account of a Debtor as debtor-inpossession, without interruption and in the usual and ordinary course of business, and to receive, process, honor and pay, in accordance with this Order, any or all checks, drafts, wire transfers or automated clearing house transfers ( ACH Transfers drawn on such Bank Account. 4. Each bank is authorized to accept and rely upon, without further inquiry, all representations from a Debtor as to which checks, drafts, wire transfers or ACH Transfers are dated prior to, on or after the Petition Date and which checks are to be honored or dishonored, regardless of whether or not such payment or honoring is or is not authorized by an order of the Court. No bank shall incur, and each bank is hereby released from, any liability for relying upon a Debtor s instruction as to which checks, drafts, wire transfers or ACH Transfers should be honored or dishonored or for such bank s inadvertence in honoring any check, draft, wire transfer or ACH Transfer at variance from a Debtor s instructions unless such inadvertence constituted gross negligence or willful misconduct on the part of such bank. Each Debtor shall promptly (a submit and implement stop payments directly using on-line banking systems available to the Debtors with respect to all checks that are to be dishonored by each bank, which checks may include those issued after the Petition Date as well as those issued prior to the Petition Date that are not to be honored or paid according to any order of the Court, and/or (b provide a list of checks to each bank for each Bank Account maintained at such bank, specifying by check sequencing number, dollar amount and payee information, all of such checks that should not be honored or paid according to any order of the Court and direct the bank to stop

19 Document Page 19 of 23 payment on such checks. Each bank may honor all other checks for which a stop payment has not been properly implemented by a Debtor. 5. Except for those checks, drafts, wire transfers or ACH Transfers that are authorized or required to be honored under an order of the Court, no Debtor shall instruct or request any bank to pay or honor any check, draft or other payment item issued on a Bank Account prior to the Petition Date but presented to such bank for payment after the Petition Date. 6. Notwithstanding anything to the contrary herein, no bank shall be obligated to honor any check, draft, wire transfer, ACH Transfer or other payment item drawn on a Bank Account at such bank unless there are sufficient and collected funds in such Bank Account. 7. Subject to paragraph 8 hereof, the Debtors and each bank are hereby authorized to continue to perform pursuant to the terms of any pre-petition agreement that exists between them relating to any Bank Account, credit card, or other cash management service relating to the Cash Management System, except to the extent expressly prohibited by this Order, and the parties to such agreements shall continue to enjoy the rights, benefits, liens, offset rights, privileges and remedies afforded them under such agreements and in regard to such agreements, except to the extent expressly modified by the terms of this Order or the order approving the DIP Facility. 8., N.A. shall be authorized to exercise rights of offset pursuant to the terms of any pre-petition agreement that exists between, N.A. and any Debtor with respect to any indebtedness owed by a Debtor to, N.A. that arises out of or relates to only such Debtor's Cash Management System (and not with respect to any indebtedness arising under the pre-petition credit facility or the DIP Facility, regardless of whether such indebtedness was incurred or arose prior to or after the Petition Date, including, without limitation, (i all fees and expenses (including, without limitation, analysis and overdraft fees or charges related to the maintenance or administration of any Bank Account or lockbox or

20 Document Page 20 of 23 the processing of any ACH Transfer or wire transfer, (ii all overdrafts in any Bank Account and any indebtedness arising from returned checks initially deposited in a Bank Account, and (iii all amounts payable or reimbursable to such bank at any time in respect of ACH Transfers, credit cards or wire transfers. 9. The Debtors are authorized to open any new bank accounts or close any existing Bank Accounts as they may deem necessary and appropriate in their sole discretion; provided that (a the opening, closing, or use of any such bank account is not prohibited or restricted by the terms of the DIP Facility, and (b the Debtors give notice of the closing of any Bank Accounts or the opening of any new bank accounts within five (5 business days thereafter to the Office of the U.S. Trustee for the Northern District of Georgia, the agent under the DIP Facility, and any statutory committee appointed in these Chapter 11 cases; provided, further, that the Debtors shall only open any such new bank accounts at banks that have executed a Uniform Depository Agreement with the Office of the U.S. Trustee for the Northern District of Georgia, or at banks that are willing to immediately execute such an agreement. 10. The Debtors are authorized to use their existing business forms and checks; provided that once the Debtors existing check stock has been exhausted, the Debtors shall include, or direct others to include, the designation "Debtor-in-Possession" and the corresponding bankruptcy case number on all checks as soon as it is reasonably practicable to do so. 11. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 12. The Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

21 Document Page 21 of The Court has determined that Bankruptcy Rule 6003, to the extent applicable, has been satisfied in regard to the relief provided herein. To the extent the fourteen day stay of Bankruptcy Rule 6004(h may be construed to apply to the subject matter of this Order, such stay is hereby waived. 14. Counsel to the Debtors is directed to serve a copy of this Order on the Office of the United States Trustee, counsel to the Debtors pre-petition secured lender, counsel to the Debtors proposed debtor-in-possession lender, any other party asserting a security interest in assets of the Debtors, and the Debtors thirty (30 largest unsecured creditors on a consolidated basis promptly following the entry of this Order and to file a certificate of service with the Clerk of the Court. [END OF DOCUMENT]

22 Document Page 22 of 23 Prepared and presented by: SCROGGINS & WILLIAMSON, P.C. /s/ Ashley R. Ray J. ROBERT WILLIAMSON Georgia Bar No ASHLEY REYNOLDS RAY Georgia Bar No MATTHEW W. LEVIN Georgia Bar No One Riverside 4401 Northside Parkway Suite 450 Atlanta, Georgia T: ( F: ( E: Proposed Counsel for the Debtors

23 Document Page 23 of 23 Distribution List Ashley R. Ray SCROGGINS & WILLIAMSON, P.C Northside Parkway Suite 450 Atlanta, GA Martin P. Ochs OFFICE OF THE UNITED STATES TRUSTEE 362 Richard Russell Building 75 Ted Turner Drive, SW Atlanta, GA 30303