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Full title: Notice of Hearing and Motion for Order (I) Granting Expedited Relief and (II) Authorizing Maintenance of the Debtor's Existing Cash Management System, Bank Accounts, and Check Stock. filed by Tea Olive I, LLC . An affidavit or verification, Memorandum of law, Proposed order. Hearing scheduled 1/13/2021 at 02:00 PM at *TELEPHONIC HEARING* with Judge William J. Fisher (St Paul). (Barbie MNBS) (Entered: 01/11/2021)

Document posted on Jan 10, 2021 in the bankruptcy, 19 pages and 0 tables.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. NOTICE OF HEARING AND MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING MAINTENANCE OF THE DEBTOR’S EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND CHECK STOCK TO: The parties in interest as specified in Local Rule 9013-3(a)(2). 1. The above-captioned debtor and debtor in possession (together, the “Debtor”) hereby move this Court for the relief requested below and give notice of hearing. 2. The Court will hold a hearing on this Motion at 2:00 p.m. (CT) on Wednesday, January 13, 2021, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101. The hearing will be held telephonically: a. Dial 1-888-684-8852; b. When prompted, enter ACCESS CODE: 5988550; c. When prompted, enter SECURITY CODE: 0428. 3. Local Rule 9006-1(c) provides deadlines for responses to this Motion. However, given the expedited nature of the relief sought, the Debtor does not object to written responses being served and filed two hours prior to the hearing. UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING.

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4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Rule 5005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rules 1070-1 and 1073-1. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The petition commencing this chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is currently pending in this Court. 5. This Motion arises under sections 105(a), 363, 1107, and 1108 of the Bankruptcy Code. This Motion is filed under Bankruptcy Rules 6004 and 9013 and Local Rules 9013-1 through -3. Expedited relief is requested pursuant to Bankruptcy Rule 9006(c) and Local Rule 9006-1(e). Notice of the hearing on this Motion is provided pursuant to Bankruptcy Rule 2002(a) and Local Rules 9013-3 and 2002-1(b). To avoid immediate and irreparable harm, the Debtor requests an order authorizing it to continue using its existing cash management system, bank accounts and check stock. BACKGROUND 6. On the Filing Date, the Debtor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtor has continued in possession of its respective assets and the management of its business as a debtor-in-possession pursuant to Section 1107(a) and 1108 of the Bankruptcy Code. 7. Further general background information about the Debtor and this case is set forth in the Declaration of Matthew F. Whebbe in Support of Chapter 11 Petition and Initial Motions. The additional facts relevant to this Motion set forth below are verified by Matthew Whebbe, as evidenced by the attached verification.

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RELEVANT FACTS AND RELIEF RFEQUSTED 8. The United States Trustee has established operating guidelines for debtors in possession who operate their business in chapter 11. One such provision requires a debtor in possession to open new bank accounts and to close all existing bank accounts. This requirement, designed to provide a clear demarcation between pre- and post-petition claims and payments, helps protect against the inadvertent payment of pre-petition claims by preventing banks from honoring checks drawn before the Filing Date. 9. Pursuant to that certain Credit Agreement, dated March 3, 2020 (as amended from time to time prior to the Filing Date, and, together with the other “Loan Documents” (as defined in the Credit Agreement), the “Credit Documents”), by and among the Debtor, Second Avenue Capital Partners LLC, in its capacity as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”, and together with the Administrative Agent the “Prepetition Lenders”), the Administrative Agent and Lenders provided a revolving credit facility in the maximum principal amount of $60,000,000 to the Debtor. The Prepetition Lenders assert that as of the Filing Date, the Debtor and other “Loan Parties” (as defined in the Credit Agreement) were jointly and severally indebted and liable to the Prepetition Lenders in an aggregate principal amount not less than $29,429,838, plus all interest accrued and accruing thereon, together with all costs, fees, expenses (including attorneys’ fees and legal expenses) and all other “Obligations” (as defined in the Credit Agreement) accrued, accruing or chargeable in respect thereof or in addition thereto (collectively, the “Prepetition Credit Obligation”). 10. Pursuant to the Credit Documents, as security for the Prepetition Credit Obligations the Debtor granted senior liens upon and security interests in substantially all of its assets

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(collectively, the “Prepetition Collateral”) to the Administrative Agent for the benefit of itself and the Lenders (collectively, the “Prepetition Liens”). 11. Before the Filing Date, the Debtor in the ordinary course of business maintained three bank accounts at Bank of America, one bank account at Gateway Bank, and Smart Safes located at each store location (collectively, the “Bank Accounts”). A list of the Bank Accounts and additional information is included on Exhibit A and the accounts are more fully described below. a. Disbursement Account. The Debtor maintains a disbursement account at Bank of America (the “Disbursement Account”), which receives funds under its pre-petition senior secured credit facility (the “Pre-Petition Credit Facility”) administered by Second Avenue Capital Partners, LLC, as Administrative Agent. These funds are then used to pay the Debtor’s outstanding accounts payable. b. Deposit Accounts. The Debtor also maintains a deposit account with Bank of America (the “Deposit Account”), which receives funds from First Data, the Debtor’s credit card processor, the Debtor’s Smart Safe Accounts (as defined below), and the Debtor’s customer trade accounts receivable. In accordance with the terms of the Pre-Petition Credit Facility, funds on deposit in the Deposit Account are automatically transferred to a master collections account maintained by the Administrative Agent for application to and reduction of the revolving loans and other amounts owing to the pre-petition lenders.

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c. Smart Safe Accounts. The Debtor operates 25 stores. Each store utilizes its own Smart Safe cash management account provided by Loomis and Bank of America (together, the “Smart Safe Accounts”). Each of the Debtor’s stores deposits cash received from sales into their respective Smart Safe accounts. Loomis vehicles then retrieve the earned cash from the Smart Safe accounts and take the cash to the closest Loomis service center. The cash is then scanned, counted, recorded, and added to the store’s respective balance report. Loomis then notifies Bank of America of the cash value, which is then processed and settled with the funds going to the Deposit Account. d. Other Specific Accounts. The Debtor also maintains an operating account with Bank of America, which is currently inactive, and a checking account with Gateway Bank, which the Debtor intends to segregate payments to its chapter 11 professionals in this bankruptcy case, as more fully described in the motion for use of cash collateral filed contemporaneously with this Motion. 12. The Debtor’s cash management system is necessary for the operation of its business because it allows the Debtor to (a) satisfy the requirements under the Credit Documents, (b) receive disbursements under the Credit Documents, (c) safely manage store cash deposits and credit card processing, and (d) quickly create status reports on the store locations and amount of funds. RELIEF REQUESTED 13. By this Motion, the Debtor requests that the United States Trustee’s requirement to close all the Bank Accounts and open new postpetition bank accounts be waived. If enforced in

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this case, this requirement will cause enormous disruption to the Debtor’s business and would materially impair the Debtor’s ability to execute its orderly wind-down plan and otherwise administer this chapter 11 estate in an orderly and efficient manner. As described in more detail in the Debtor’s motion seeking authority to pay employee prepetition obligations, the Debtor uses the Disbursement Account to fund a number of third-party entities responsible for paying such obligations, including the Debtor’s payroll processor, its medical coverage plan administrator, and its life insurance administrator. If such entities cannot access the Bank Accounts to fund payroll or employee benefits, employee morale will suffer and the Debtor may lose employees. Moreover, the Debtor may need immediate access to funds to pay vendors cash for deliveries that a change in bank accounts would delay. Additionally, a change in the Bank Accounts may force the Debtor out of compliance with its existing credit facility and impair its ability to use cash collateral. It is imperative to the Debtor’s successful operation that suppliers, employees, and critical venders receive timely and uninterrupted payments. Moreover, the Debtor believes that each of its banks is on the U.S. Trustee’s list of pre-approved financial institutions for purposes of compliance with 11 U.S.C. § 345(b), with the possible exception of Gateway Bank, which maintains a deposit balance below the FDIC deposit insurance limit and so is in compliance with section 345(b) of the Bankruptcy Code. 14. In addition, maintenance of the Bank Accounts would greatly facilitate the Debtor’s transition to postpetition operations. To avoid delays in payment of debts incurred postpetition and to ensure as smooth a transition into chapter 11 as possible, the Debtor should be permitted to continue to maintain the existing Bank Accounts and, if necessary, to open new accounts. Otherwise, the transfer of the Bank Accounts will be tremendously disruptive and needlessly time consuming.

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15. The Debtor has taken steps to stop payment on all prepetition debt paid by checks which have not cleared the Bank Accounts. Additionally, the Debtor is reviewing its books and records to identify payments made without authorization. To the extent necessary, the Debtor will commence actions against those parties receiving payments inadvertently under Section 549 of the Bankruptcy Code or may seek additional relief from the Court. 16. The United States Trustee’s concerns of creating a clear line of demarcation between pre and postpetition obligations can be addressed in this case without the necessity of closing the Bank Accounts. The Debtor will print or stamp “Debtor-in-Possession” on its checks and will create a conspicuous gap in the numbering sequence so that it and its banks can easily discern prepetition checks from those issued postpetition. 17. Subject to a prohibition against honoring prepetition checks without specific authorization of this Court, the Debtor requests that the Bank Accounts be deemed debtor in possession accounts and that the Debtor be authorized, but not directed, to maintain and continue the use of these accounts in the same manner and with the same account numbers, styles, and forms as those employed prepetition. 18. The Debtor is also a party to a merchant agreement with First Data Corporation1 (the “Credit Card Processor”). Pursuant to the agreement (the “Credit Processing Agreement”), the Credit Card Processor performs payment processing and related services. In the ordinary course of business, the Debtor receives returns and experience chargebacks for which they are required to reimburse the Credit Card Processor, which are protected by a right of setoff. By this Motion, the Debtor also seeks permission to continue to operate under the Credit Processing Agreement to reimburse the Credit Card Processor for returns and chargebacks, whether 1 First Data Corporation has since been acquired by Fiserv, Inc.

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prepetition or postpetition, and to make deposits with the Credit Card Processor to the extent provided for under the Credit Processing Agreement. 19. If the relief requested herein is granted, and except as disclosed above, the Debtor will not pay, and each of the banks where the Bank Accounts are maintained will be directed not to pay, any checks drawn on the Bank Accounts prepetition other than as specifically authorized by this Court. EXPEDITED RELIEF 20. The Debtor requests expedited relief on this Motion. Previously and concurrently herewith the Debtor has scheduled and served a number of initial motions designed to facilitate an orderly transition to chapter 11. The granting of this Motion on an expedited basis will minimize the disruptions to the Debtor’s accounting system, enable the Debtor to continue to make and generate timely accounting information, and, most importantly, allow the Debtor to meet obligations to employees and vendors without further interruption. 21. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a Memorandum of Law, proposed order and proof of service. 22. Pursuant to Local Rule 9013-2, the Debtor gives notice that it may, if necessary, call one or more of the following to testify regarding the facts set forth in this Motion: (a) Matthew Whebbe, the Chief Executive Officer of the Debtor, whose business address is 2600 Eagan Woods Drive, Suite 120, Eagan, MN 55121 and (b) Michael Wesley, a Partner at Clear Thinking Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, whose business address is 401 Towne Centre Drive, Hillsborough, NJ 08844. WHEREFORE, the Debtor respectfully moves the Court for an order A. Granting expedited relief;

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B. Authorizing maintenance of the Debtor’s existing Cash Management System and existing Bank Accounts; C. Authorizing financial institutions to honor and process related checks and transfers; and D. Granting such other and further relief as the Court may deem just and equitable. Dated: January 11, 2021 /e/ James C. Brand Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 (612) 492-7000 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR THE DEBTOR

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EXHIBIT A

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Tea Olive I, LLC Bank Name Account Number Entity Name Account Name Account Purpose Avg Monthly FeesBank of America XXXXX0728 Tea Olive I, LLC AP Account Disbursment Account (funding comes from Second Ave)Bank of America XXXXX8481 Tea Olive I, LLC Main Operating InactiveBank of America XXXXX8486 Tea Olive I, LLC Receivables Deposit Account (2nd Ave holds Dominion)Gateway Bank XXXXX3293 Tea Olive I, LLC Checking Inactive

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Bank Location Safe Safe Friendly Name SerialNumber Branch Address1 City State Zip PhoneNumber DaysOfService1Bank of America Big R of Portage XXXXX0190 XXXX MADISON, WI 2935 New Pinery Rd Portage WI 53901(219)-841-9984 Wednesday2Bank of America Stock + Field of Crawfordsville XXXXX0304Stock + Field of Crawfordsville XXXX INDIANAPOLIS, IN 1601 US Highway 231 Crawfordsville IN 47933(765)-362-0802 Wednesday3Bank of America Stock + Field of Burlington XXXXX0212Stock + Field of Burlington XXXX MILWAUKEE, WI 1058 Milwaukee Avenue Burlington WI 53105(262)-767-1390 Tuesday4Bank of America Stock + Field of Danville XXXXX0603Stock + Field of Danville XXXX BLOOMINGTON, IL 3363 North Vermilion Danville IL 61832(217)-442-5800 Tuesday5Bank of America Stock + Field of Elkhart XXXXX0309Stock + Field of Elkhart XXXX INDIANAPOLIS, IN 3501 South Main Street Elkhart IN 46517(574)-333-3887 Monday6Bank of America Stock + Field of Elkhart (North) XXXXX0307Stock + Field of Elkhart (North) XXXX INDIANAPOLIS, IN 3101 Northview Dr. Elkhart IN 46514(574)-264-6191 Monday7Bank of America Stock + Field of Findlay XXXXX0566Stock + Field of Findlay XXXX COLUMBUS, OH 1800 Tiffin Ave Findlay OH 45840(419)-425-8643 Tuesday8Bank of America Stock + Field of Gibson City XXXXX0602Stock + Field of Gibson City XXXX BLOOMINGTON, IL 623 E 1st St Gibson City IL 60936(217)-784-4825 Monday9Bank of America Stock + Field of Homer Glen XXXXX0607Stock + Field of Homer Glen XXXX CHICAGO, IL 15830 South Bell Road Homer Glen IL 60491(708)-645-0805 Tuesday10Bank of America Stock + Field of Lansing XXXXX0513Stock + Field of Lansing XXXX GRAND RAPIDS, MI 340 E. Edgewood Blvd Lansing MI 48911(844)-270-2447 Wednesday11Bank of America Stock + Field of Lima XXXXX0567Stock + Field of Lima XXXX INDIANAPOLIS, IN 975 Cable Road Lima OH 45805(419)-223-0113 Tuesday12Bank of America Stock + Field of Marion XXXXX0306Stock + Field of Marion XXXX INDIANAPOLIS, IN 1401 West 26th Street Marion IN 46953(765)-662-9163 Thursday13Bank of America Stock + Field of McHenry XXXXX0608Stock + Field of McHenry XXXX CHICAGO, IL 1860 North Richmond Road McHenry IL 60051(815)-385-0606 Monday14Bank of America Stock + Field of Michigan City XXXXX0305Stock + Field of Michigan City XXXX CHICAGO, IL 4301 South Franklin Street Michigan City IN 46360(219)-879-8317 Monday15Bank of America Stock + Field of Morris XXXXX0606Stock + Field of Morris XXXX CHICAGO, IL 2655 Sycamore Drive Morris IL 60450(815)-942-2153 Monday16Bank of America Stock + Field of Pekin XXXXX0609Stock + Field of Pekin XXXX BLOOMINGTON, IL 3315 Court Street Pekin IL 61554(309)-620-8378 Tuesday17Bank of America Stock + Field of Pontiac XXXXX0605Stock + Field of Pontiac XXXX BLOOMINGTON, IL 1027 W Reynolds St Pontiac IL 61764(815)-844-7000 Wednesday18Bank of America Stock + Field of Rochelle XXXXX0599Stock + Field of Rochelle XXXX CHICAGO, IL 1240 North 7th Street Rochelle IL 61068(815)-561-6622 Tuesday19Bank of America Stock + Field of Rochester XXXXX0303Stock + Field of Rochester XXXX INDIANAPOLIS, IN 2100 Peace Tree Village Rochester IN 46975(574)-223-2447 Monday20Bank of America Stock + Field of Streator XXXXX0600Stock + Field of Streator XXXX BLOOMINGTON, IL 11 Northpoint Drive Streator IL 61364(815)-510-9751 Wednesday21Bank of America Stock + Field of Tilton XXXXX0604Stock + Field of Tilton XXXX BLOOMINGTON, IL 1625 South Georgetown Road Tilton IL 61833(217)-446-0800 Tuesday22Bank of America Stock + Field of Wabash XXXXX0310Stock + Field of Wabash XXXX INDIANAPOLIS, IN 1550 North Cass Street Wabash IN 46992(260)-569-6700 Tuesday23Bank of America Stock + Field of Warsaw XXXXX0308Stock + Field of Warsaw XXXX INDIANAPOLIS, IN 3660 Commerce Dr. Warsaw IN 46580(574)-269-9303 Monday24Bank of America Stock + Field of Washington XXXXX0610Stock + Field of Washington XXXX BLOOMINGTON, IL 70 Cherry Tree Shopping Center Washington IL 61571(309)-481-5009 Thursday25Bank of America Stock+Field of Watseka XXXXX0601Stock+Field of Watseka XXXX INDIANAPOLIS, IN 1200 E Walnut St Watseka IL 60970(815)-432-4504 Tuesday

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VERIFICATION I, Matthew Whebbe, the Chairman and Chief Executive Officer of Tea Olive I, LLC (the “Debtor”), declare under penalty of perjury that the facts set forth in the preceding motion are true and correct according to the best of my knowledge, information, and belief, including based on information provided to me by other representatives of the Debtor and the Debtor’s professional advisors. Dated: January 10, 2021 Matthew Whebbe

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING MAINTENANCE OF THE DEBTOR’S EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND CHECK STOCK Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) submits this memorandum of law in support of the motion submitted herewith (the “Motion”) in accordance with Local Rule 9013-2(a). The Debtor seeks the entry of an order (i) granting an expedited hearing, (ii) authorizing, but not requiring, the Debtor to maintain its existing Cash Management System, existing Bank Accounts and check stock after the Filing Date and (iii) authorizing applicable banks and other financial institutions to receive, process, honor and pay related checks or electronic transfers used by the Debtor. This relief will avoid delays in payment of postpetition obligations and ensure as smooth a transition as possible into chapter 11. The Court should therefore grant the relief sought. BACKGROUND The supporting facts are set forth in the verified Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion. LEGAL ANALYSIS I. THE DEBTOR’S REQUEST FOR EXPEDITED RELIEF SHOULD BE GRANTED. The Debtor requests expedited relief on the Motion. Local Rule 9006-1(b) provides that “moving documents shall be filed and served . . . not later than fourteen days before the hearing

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date.” Local Rule 9006-1(e), however, provides that a court may reduce the notice for cause. Cause exists here to reduce notice of the hearing on this Motion. The relief sought herein is designed to ease the Debtor’s transition into chapter 11 and minimize disruptions to the Debtor’s business operations. It will also enable the Debtor to continue to generate timely accounting information and to meet obligations to employees and vendors without unnecessary interruptions. Given the Debtor’s critical need to continue its operations uninterrupted, the Court should reduce the notice of the hearing on this Motion. II. THE DEBTOR SHOULD BE AUTHORIZED TO MAINTAIN ITS EXISTING CASH MANAGEMENT SYSTEM. The Courts have the authority to waive the strict enforcement of bank account closing requirements imposed pursuant to the guidelines adopted by the office of the United States Trustee. Such relief is routinely granted. See, e.g., In re Bowles Sub Parcel D, LLC, No. 11-44434 (Bankr. D. Minn. July 20, 2011), ECF No. 25; In re Intrepid U.S.A., Inc., No. 04-40416 (Bankr. D. Minn. Feb. 19, 2004), ECF Nos. 65, 122; In re Nat’l Steel Corp., Case No. 02-08699 (Bankr. N.D. Ill. March 6, 2002), ECF No. 45. As detailed in the Motion, continued use of the existing cash management system, bank accounts, and existing check stock is important to ensure a smooth transition into chapter 11 and to aid in the Debtor’s efforts to maximize the value of the business. Requiring the Debtor to open new bank accounts at this early and critical stage of this chapter 11 case would be administratively difficult and disruptive to the Debtor’s operations. It could also disrupt the Debtor’s relationships with employees, vendors, and lender. Consequently, maintenance of the existing Bank Accounts and check stock is not only essential, but is in the best interest of all creditors and other parties in interest in this case.

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If granted the relief requested, the Debtor will not pay, and its banks will be directed not to pay, any prepetition checks except as allowed by order of the Court. The Debtor can identify those checks that should not be paid and will supply such a list to its banks. In addition, the Debtor will print or stamp “Debtor-in-Possession” its checks and will create a conspicuous gap in the numbering sequence of the checks so that it and its banks can easily discern prepetition checks from those issued postpetition. By this manner, the United States Trustee’s concern regarding a clear demarcation between pre- and postpetition payments can be enforced. CONCLUSION For the foregoing reasons, the Debtor respectfully requests that the Court grant the relief requested in the Motion. Dated: January 11, 2021 /e/ James C. Brand Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 (612) 492-7000 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR THE DEBTOR 71692544

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. ORDER (I) GRANTING EXPEDITED RELEIF AND (II) AUTHORIZING MAINTENANCE OF THE DEBTOR’S EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND CHECK STOCK This case came before the court on the Motion for Order (I) Granting Expedited Relief and (II) Authorizing Maintenance of the Debtor’s Existing Cash Management System, Bank Accounts, and Check Stock (the “Motion”) filed by the above-captioned debtor. Based on the Motion and the record, IT IS HEREBY ORDERED: 1. The request for expedited relief is granted. 2. The Debtor is authorized, but not directed, to designate, maintain, and continue to use, with the same account numbers, the bank accounts identified on Exhibit A to the Motion (the “Bank Accounts”). 3. The Debtor is authorized, but not directed, to continue to maintain, operate, and make transfers under its cash management system, as described more fully in the Motion. 4. The Debtor is authorized, but not directed, to use, in their present form, checks, credit cards, and other documents related to the Bank Accounts; provided, however, that the Debtor shall ensure that its checks state “Debtor-in-Possession” either by stamp or printed on the checks in accordance with the requirements of the office of the United States Trustee.

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5. The Debtor is authorized, but not directed, to treat the Bank Accounts for all purposes as debtor-in-possession accounts. 6. The Debtor is authorized, but not directed, to continue to operate under its agreement with First Data Corporation, which has since been acquired by Fiserv, Inc. (the “Credit Processing Agreement”), including, where required under the Credit Processing Agreement, to reimburse Fiserv, Inc. for returns and chargebacks, whether prepetition or postpetition, and to make deposits with Fiserv, Inc. to the extent provided for under the Credit Processing Agreement. 7. Each of the Debtor’s banks is authorized to debit the Bank Accounts in the ordinary course of business without the need for further order of this Court for: (i) all checks drawn on the Debtor’s accounts prior to the Filing Date which are cashed at such Bank’s counters or exchanged for cashier’s checks by the payees thereof so long as the Debtor has not given a specific instruction to stop payment on the check in question; (ii) all checks or other items deposited in one of the Bank Accounts prior to the Filing Date which 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 Filing Date; and (iii) all undisputed prepetition amounts outstanding as of the date hereof, if any, owed to any bank as service charges for the maintenance of the Bank Accounts. 8. The Debtor’s 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 Filing Date should be honored pursuant to this or any other order of this Court, and such bank shall not have any liability to any party for relying on such representations by the Debtor as provided for in this order.

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9. The existing deposit agreements between the debtor and its existing depository and disbursement banks shall continue to govern the postpetition cash management relationship between the Debtor and the banks, and all of the provisions of such agreements, including, without limitation, the termination and fee provisions, shall remain in full force and effect, and either the Debtor or the banks may, without further order of this court, implement changes to the cash management systems and procedures in the ordinary course of business pursuant to terms of those certain existing deposit agreements, including, without limitation, the opening and closing of bank accounts. 10. Notwithstanding anything to the contrary contained herein, any payment made or to be made under this order, any authorization contained in this order, or any claim for which payment is authorized under this order, shall be subject to any orders of this court approving any use of cash collateral by the Debtor and the budget governing such use of cash collateral. Dated: William J. Fisher United States Bankruptcy Judge 71715667