Lynn L. Tavenner, Esquire (Va. Bar No. 30083)

Paula S. Beran, Esquire (Va. Bar No. 34679)

David N. Tabakin, Esquire (Va. Bar No. 82709)

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

Proposed Counsel for the Debtors

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division

In re: Case No. 20-33453

Saxon Shoes, Inc.1

Debtor Chapter

11

In re: Case No. 20-33454

Saxon Shoes Spotsylvania, LLC2

Debtor Chapter

11

DEBTORS’ MOTION TO AUTHORIZE USE OF CASH COLLATERAL AND 

ADEQUATE PROTECTION AND MEMORANDUM IN SUPPORT THEREOF

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors” and 

each a “Debtor”) hereby move the Court for the entry of an order pursuant to 11 U.S.C. §§ 361 

and 363, and Rule 4001 of the Federal Rules of Bankruptcy Procedure, authorizing the Debtors’

use of cash collateral and granting of certain adequate protection (to the extent necessary), and, in 

support hereof, respectfully represents as follows:

Jurisdiction and Venue

1. The United States Bankruptcy Court for the Eastern District of Virginia (the 

1 The Debtor’s address is 11800 W Broad Street, # 2750, Henrico, VA 23233, and the last four digits of the Debtor’s 

EIN are 0987.

2 The Debtor’s address is 1 Towne Centre Boulevard, # 4500, Spotsylvania, VA 22407 and the last four digits of the 

Debtor’s EIN are 9223.

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2

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing 

Order of Reference from the United States District Court for the Eastern District of Virginia, dated 

August 15, 1984.

2. On or about August 14, 2020 (the “Petition Date”), Saxon Shoes, Inc. and Saxon 

Shoes Spotsylvania, LLC commenced their reorganization cases by each filing a voluntary petition 

for relief under Subchapter V of Chapter 11 of Title 11 of the United States Code, §§ 101—1532 

(as hereafter amended, the “Bankruptcy Code”).

3. The Debtors are continuing in possession of their properties and are operating and 

managing their businesses, as a Debtors-in-Possession, pursuant to § 1184 of the Bankruptcy Code.

4. On August 14, 2020, Richard C. Maxwell, Esquire was appointed as the Chapter 

11 Subchapter V trustee (the “Subchapter V Trustee”) pursuant to § 1183(a) of the Bankruptcy 

Code.

5. The Court has jurisdiction over these matters pursuant to 28 U.S.C. §§ 157 and 

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

The Debtors’ Business and Background

6. Saxon, first incorporated in Virginia in 1953, is a storied Richmond retail shoe icon, 

having served Central Virginia for over sixty-five years. Always a family run business, Gary 

Weiner, the current President, with the aid of other family members, manages the hands-on 

operation with the additional assistance of dedicated employees. 

7. Through shear grit and determination, the Weiner family transformed a few dollars 

and a dream over seven decades ago into what it believes is now the largest full-service shoe 

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store in Virginia. Saxon currently operates its trademark location from the well-known Short 

Pump Town Center in Henrico, Virginia.

8. In addition, in 2008 Saxon Spotsylvania, was established to operate the newly 

created Spotsylvania location at The Village at Spotsylvania Towne Center. Saxon Spotsylvania 

was formed as a Saxon subsidiary and will be referred to herein together with Saxon as the 

“Debtors.” Saxon is the sole member of Saxon Spotsylvania and Gary Weiner serves as its

President as well.

9. Customer satisfaction has always been a priority of the Debtors, with employee 

longevity in excess of fifteen years being the norm. The Saxon model has always been 

predicated upon full service with a wide variety of well-known brand names and sizes for 

men, women and children. Indeed, the Debtors have a niche business, providing a singular 

commitment to customer service and hands-on engagement of its patrons with product features 

and benefits. As a result of such niche, its unique business practices, and customer experiences

demand face to face interaction with its clientele.

10. While the Debtors have experienced sometimes serious bumps in the road over 

the years, including a store fire in 2001, Saxon has always been able to capitalize on its niche 

with generations of repeat customers, who have motivated the family and its loyal staff to 

steer the course through the ebb and flow of economic cycles.

11. The Debtors began the year 2020 on solid footing, with January and February 

performing soundly and the available selection of inventory having never been better going into 

Spring. Continuing into the first week of March, the Debtors’ results were trending upward against 

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4

the prior year, but all positive results came to a slow and then screeching halt due to the completely 

unexpected COVID-19 impact on the entire industry and everyday life for all.

12. Consistent with most brick and mortar retailers throughout the nation, the Debtors’ 

operations were drastically impacted by the COVID-19 global pandemic declared by the World 

Health Organization on March 11, 2020. In compliance with the local curfews, social distancing

protocols, and shelter-in-place mandates (which were similar to those around the country) and the 

resulting decisions of the landlord and fellow retail operators, the entire mall locations became 

overnight customer wildernesses. The Debtors made the ensuing difficult decision to temporarily 

close its doors on March 17, 2020 in an effort to protect the health and safety of its customers, 

vendors, and staff. 

13. While the store closing had a devastating impact on the operations, the Weiners 

made every effort to keep the business afloat such that it could reopen for its patrons and staff.

14. While it did ultimately reopen, the COVID-19 pandemic has cost the Debtors the 

entire Spring/Summer season and now the viability of the Fall season remains in question, given 

that supply chains have been disrupted, certain products have been cancelled and others are subject 

to late deliveries. In addition, the usual customer demand for its back-to-school products has been 

marginalized given that many schools are beginning the year virtually and many are working from 

home and not buying new school or professional shoes.

15. Not only is the Fall season in question but the potential of another wave of the virus 

to boomerang another business shutdown all suggest that the 2020 sales numbers will be drastically 

reduced from prior years.

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5

16. While the Weiner family has assisted the Debtors in fighting through slow times, 

snow times, recessions, fire, crime, inside theft, cyber theft, and other dire economic events, they 

have never experienced anything like the current health and economic crisis. Resilient as they are, 

their efforts over the past five months to rebuild and rejuvenate through launching a new website, 

Facebook live events, curbside pick-ups, personal shopping and every kind of sale and marketing 

tool available have fallen short on the necessary revenue side to cover essential operating expenses 

that remained through the pandemic.

17. As a result, given that that they saw no immediate cure for the divide between the 

revenue and expenses, the Debtors determined to seek Subchapter V bankruptcy protection in an 

effort to reorganize debts and operations. Saxon, Saxon Spotsylvania, and the Weiner family have 

always together been a community patron and are hopeful that these reorganization efforts will 

provide the opportunity to continue its retail footprint for the staff, customers and other 

stakeholders for the future.

Cash Collateral

18. The Irrevocable Agreement of Trust FBO William A. Cafaro and Anthony M. 

Cafaro, Jr. U/A/D February 15,1985 (“Cafaro”) loaned money to Debtor Saxon, which funds were 

used to purchase certain inventory and pay other costs related to operations. On April 21, 2015, 

Cafaro filed a Uniform Commercial Code (the “UCC”) financing statement with the State 

Corporation Commission of the Commonwealth of Virginia (the “SCC”), instrument number 

15042138165, encumbering the following collateral of the Debtor Saxon:

All right, title and interest of the Debtor in and to all now existing and hereafter 

acquired or arising (i) Money, Accounts, Deposit Accounts, and all other rights of 

the Debtor to the payment of money no matter how evidences; (ii) all Inventory of 

the Debtor, now owned or hereafter acquired; (iii) all Equipment of the Debtor, 

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6

including, without limitation, all machinery, tools, catalogues, computer hardware 

and software, furniture, furnishings and Fixtures, and all additions, substitutions 

and replacements thereof, wherever located, together with all attachments, 

components, parts, and accessories installed thereon or affixed thereto; (iv) all 

General Intangibles; and (v) all Proceeds of the foregoing Collateral.

A copy of which is attached hereto as Exhibit C.

3

19. American Express National Bank (“Amex”) loaned Debtor Saxon money and in 

connection with the same, on March 26, 2019, filed a UCC financing statement with the SCC, 

instrument number 19032638503, encumbering the following collateral of Debtor Saxon:

All assets of the Debtor, whether now owned or hereafter acquired or arising

A copy of which is attached hereto as Exhibit D.

20. WebBank (“WebBank”) loaned money to Debtor Saxon, which amounts were 

used to purchase certain inventory and pay other costs related to operations. On information and 

belief, on August 16, 2019, WebBank, through CTHD Company, filed a UCC financing statement 

with the SCC, instrument number 19081657057, encumbering the following collateral of Debtor 

Saxon:

Present and future accounts, receivables, chattel paper, deposit accounts, personal 

property, assets and fixtures, general intangibles, instruments, equipment and 

inventory (as those terms are defined in Article 9 of the Uniform Commercial Code 

(“UCC”)), wherever located, and with respect to these items, all proceeds now or 

hereafter owned or acquired by you (collectively, the “Collateral”). THE 

SECURED PARTY NAMED IN THIS RECORD IS ACTING IN A 

REPRESENTATIVE CAPACITY FOR PURPOSES OF FORWARDING 

NOTICES AND INQUIRIES REGARDING THIS RECORD. FOR MORE 

INFORMATION, PLEASE CONTACT THE SECURED PARTY AT THE 

ADDRESS LISTED ABOVE OR AT UCCSPREP@CSCINFO.COM

A copy of which is attached hereto as Exhibit E.

3 All of the exhibits referenced herein will not be included in the service package of these pleadings but will be 

provided upon request to the undersigned.

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7

21. Mr. Gary Weiner (“Mr. Weiner”) loaned money to the Debtors, which amounts 

were used to purchase certain inventory and pay other costs related to operations. On March 17, 

2020, Mr. Weiner filed a UCC financing statement with the SCC, instrument number 

202003170451821, encumbering the following collateral of Debtors Saxon and Saxon 

Spotsylvania:

With respect to each Debtor, all of such Debtor's right, title, and interest, whether 

now existing or hereafter acquired, in all of its accounts (including without 

limitation health-care receivables), chattel paper (whether tangible or electronic), 

deposit accounts, documents, supporting obligations, general intangibles (including 

without limitation payment intangibles, trademarks, tradenames, patents and 

software), goods (including without limitation inventory, equipment, fixtures, and 

accessions), instruments (including without limitation promissory notes), 

investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or 

other minerals before extraction and all proceeds and products of the foregoing, in 

each case as such terms are defined under the Uniform Commercial Code as in 

effect in the Commonwealth of Virginia from time to time.

A copy of which is attached hereto as Exhibit F.

22. In addition, Mr. Weiner, and Mrs. Beth Weiner (“Mrs. Weiner”) loaned money to 

Debtor Saxon, which amounts were used to purchase certain inventory and pay other costs related 

to operations. On April 30, 2020, Mr. & Mrs. Weiner filed a UCC financing statement with the 

SCC, instrument number 202004300548170, encumbering the following collateral of Debtor 

Saxon:

All of the personal property of Debtor of every kind and nature including, without 

limitation, all fixtures, accounts, automobiles, machinery, equipment, accessions, 

inventory, chattel paper, instruments, investment property, documents, letter-ofcredit rights, deposit accounts and general intangibles (including, without 

limitation, all contract rights, tax refunds and tax refund claims, choses in action, 

causes of action, corporate or other business records, inventions, designs, patents, 

patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, 

registrations, licenses, franchises, claims under guaranties, security interests or 

other security held or granted to secure payment of contracts by account debtors, 

all rights to indemnification and all other intangible property of every kind and 

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8

nature).

A copy of which is attached hereto as Exhibit G.

Relief Requested

23. In order to remain in possession of property and continue business activity in an 

effort to maximize the value of assets for the benefit of the Estates and all of their creditors, the 

Debtors must use their cash collateral (as said term is defined in § 363 of the Bankruptcy Code) 

(hereafter, the “Cash Collateral”) in their ordinary business operations.

24. The Debtors seek entry of an order pursuant to §§ 361 and 363 of the Bankruptcy 

Code authorizing, on an interim basis, the: (i) use of Cash Collateral; (ii) granting of certain 

adequate protection, if necessary, in connection with such use; and (iii) granting of such other and 

further relief as the Court may deem proper.

25. Specifically, the Debtors seek authority to use Cash Collateral to fund the operation 

of their business for the next months in amounts substantially similar to the budget attached hereto 

as Exhibit A (collectively, the “Budget”). Given uncertainties associated with the global pandemic 

related to COVID-19, the Debtors cannot say with certainty that the Budget is attainable; however, 

the Debtors have used their best judgment in assumptions and predictions.

26. The Debtors require the use of such Cash Collateral to effectively administer the 

Chapter 11 estates; specifically, the Debtors require the continued use of such cash or cash 

equivalents to permit them to pay vendors, meet ongoing operational expenses, including wages, 

maintain in effect insurance policies, preserve and protect their assets, and to generally and 

otherwise pay obligations critical to continuing the operation of their business.

27. In an effort to adequately protect (to the extent necessary) the interests of Cafaro, 

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9

Amex, WebBank, Mr. Weiner, and Mr. & Mrs. Weiner, the Debtors propose providing

replacement lien(s) in the Debtors’ post-petition assets, to the same extent of their pre-petition 

liens. Specifically, the Debtors propose to grant to Cafaro, Amex, WebBank, Mr. Weiner, and Mr. 

& Mrs. Weiner, to the extent of the use of the Cash Collateral to the detriment of Cafaro, Amex, 

WebBank, Mr. Weiner, and Mr. & Mrs. Weiner as secured creditors, a post-petition replacement 

lien(s), which replacement lien(s) will be of the same validity, priority, and enforceability as the 

pre-petition liens (not otherwise avoided) of Cafaro, Amex, WebBank, Mr. Weiner, and Mr. & 

Mrs. Weiner in such type of assets. The Debtors expressly reserve the right to contest the validity, 

extent and a priority of any liens asserted against their assets and notices in this Motion shall not 

be considered an admission against such interests or waiver of such rights.

28. Cafaro shall also receive, as additional adequate protection, monthly payments in 

the aggregate amount of $1,666.67.

29. WebBank shall also receive, as additional adequate protection, a monthly payment 

of approximately $3,942.55.

30. Mr. Weiner shall also receive, as additional adequate protection, a monthly 

payment of approximately $1,666.67.

31. Mr. & Mrs. Weiner shall also receive, as additional adequate protection, a monthly 

payment of approximately $10,375.00.

32. The Debtors maintain that Amex has been paid in full and, as such, no payment is 

proposed.

33. If the Debtors are not able to use Cash Collateral, the Debtors will be unable to 

maintain their current business operations. Without the immediate use of the Cash Collateral, the 

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10

Debtors will be seriously and irreparably harmed, resulting in significant losses to the Debtors’

Estates and creditors.

34. The Debtors are without sufficient funds to operate without the use of what may 

constitute Cash Collateral or until a final hearing on this Motion can be held. To avoid immediate 

and irreparable harm, the Debtors require the immediate use of Cash Collateral for the payment of 

certain business expenses necessary for the Debtors to continue to operate their businesses. The 

Debtors also are aware and anticipate that many of their vendors will require the payment of cash 

in advance of any delivery of goods or services. Failure to pay for such items on a timely basis 

will require the Debtors to close down all operations entirely, which may result in irreparable 

injury to the Debtors and eliminate their ability to effectively reorganize.

Legal Authority

35. The Court may approve the Debtors’ use of the cash generated from rents and other 

collateral collected in the ordinary course of the Debtors’ business over a lien holder’s objection 

if said lien holder is adequately protected. See In re Health Diagnostic Lab., Inc., No. 15-32919, 

2015 Bankr. LEXIS 4471, at *25 (Bankr. E.D. Va. Aug. 17, 2015); In re WRB West Assocs., 106 

B.R. 215, 219 (Bankr. D. Mont. 1989); see also 11 U.S.C. § 363(a) and (c)(2). As § 363 of the 

Bankruptcy Code provides:

The trustee may not use, sell, or lease cash collateral under paragraph (1) of this 

subsection unless –

each entity that has an interest in such cash collateral consents; or

the court, after notice and a hearing, authorizes such use, sale, or lease in 

accordance with the provisions in this section.

11 U.S.C. § 363(b)(2).

36. Section 361 of the Bankruptcy Code provides:

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11

When adequate protection is required under section 362, 363, or 364 of this title of 

an interest of an entity in property, such adequate protection may be provided by –

(1) requiring the trustee to make a cash payment or periodic cash payments 

... to the extent that ... [such use] results in a decrease in the value of such 

entity’s interest in such property;

(2) providing to such entity an additional or replacement lien to the extent 

that such stay, use, sale, lease, or grant results in a decrease in the value of 

such entity’s interest in such property; or

(3) granting such other relief ... as will result in the realization by such 

entity of the indubitable equivalent of such entity’s interest in such property 

11 U.S.C. § 361.

37. The potential lien holders at issue in this Motion, specifically Cafaro, Amex, 

WebBank, Mr. Weiner, and Mr. & Mrs. Weiner are adequately protected as provided herein. 

Notice

38. Copies of this Motion and notice thereof have been provided to the Office of the 

United States Trustee, the Subchapter V Trustee, the Debtors’ 20 largest unsecured creditors as 

identified in the Chapter 11 petitions, the Debtors’ known secured creditors, and any known legal 

counsel for the Debtors’ secured creditors. In light of the nature of the relief requested herein, the 

Debtor submits that no other or further notice is required.

WHEREFORE, the Debtors respectfully request that the Court enter an interim order 

substantially in the form attached hereto as Exhibit B and thereafter a final order: (i) authorizing 

the use of Cash Collateral; (ii) granting of certain adequate protection for said use; and (iii) granting 

such other and further relief as the Court may deem proper.

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12

Respectfully submitted,

SAXON SHOES, INC., and

SAXON SHOES SPOTSYLVANIA, LLC

Dated: August 16, 2020

Richmond, Virginia

By: /s/ Paula S. Beran

Lynn L. Tavenner, Esquire (VSB No. 30083)

ltavenner@tb-lawfirm.com

Paula S. Beran, Esquire (VSB No. 34679)

pberan@tb-lawfirm.com

David N. Tabakin, Esquire (VSB No. 82709)

dtabakin@tb-lawfirm.com

Tavenner & Beran, PLC

20 North 8th Street

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopier: (804) 783-0178

Proposed Counsel for the Debtors

CERTIFICATE OF SERVICE

I hereby certify that on or before the 17th day of August 2020, a true and correct copy of 

the foregoing Motion (without voluminous exhibits) was served via first-class mail and/or 

electronic delivery to the Office of the United States Trustee, the Subchapter V Trustee, the 

Debtors’ twenty largest unsecured creditors as identified in their Chapter 11 petition, the Debtors’

known secured creditors, and any known legal counsel for the Debtors’ secured creditors (as 

indicated on the Schedule A attached to the Court filed copy of this Motion).

/s/ Paula S. Beran

Proposed Counsel

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SCHEDULE A 

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Aetrex Worldwide Inc

Attn Nadine Warren

414 Alfred Avenue

Teaneck NJ 07666-5756

mderesky@aetrex.com

Atlantic Union Bank 

Central Va - Commercial Banking

1051 East Cary Street, Suite 1200

Richmond, VA 23219-4044

john.Lester@AtlanticUnionBank.com

Beth Weiner 

Peter J. Barrett, Esq.

Kutak Rock LLP

Richmond, VA 23219-4071

Peter.Barrett@KutakRock.com

Gary Weiner

Peter J. Barrett, Esq.

Kutak Rock LLP

Richmond, VA 23219-4071

Peter.Barrett@KutakRock.com

Birkenstock USA LP 

15079 Collections Center Drive

Chicago, IL 60693-0150

dkahan@birkenstockusa.com

Deckers Outdoor Corporation 

P.O. Box 8424

Pasadena, CA 91109-8424

Kiyah.nelson-bakke@deckers.com

Earth, Inc. 

P.O. Box 417263

Boston, MA 02241-7263

anthony.tempesta@earthbrands.com

Genesco Inc. 

4008 Reliable Parkway

Chicago, IL 60686-0001

BMATTHEWS@genesco.com

Naot Yaleet Inc. 

80 Ruland Road, Suite 2

Melville, NY 11747-4211

llinetveit@yaleet ne

New Balance Athletic Shoe 

P.O. Box 415206

Boston, MA 02241-5206

Maria.Roque@newbalance.com

On Inc. 

P.O. Box 734250

Chicago, IL 60673-4250

morgan.pfunder@on-running.com

Phoenix Footwear Group 

Dept #41677

PO Box 650823

Dallas, TX 75265-0823

rgilliam@phxg.com

Promotional Consideration iPROMOTEu 

PO Box 200896

Pittsburgh, PA 15251-0896

scaruso@ipromoteu.com

Richmond Times Dispatch 

P.O. Box 27775

Richmond, VA 23261-7775

athomas@timesdispatch.com

Short Pump Town Center, LLC 

P.O. Box 72054

Cleveland, OH 44192-0054

Natalie.Battisti@brookfieldpropertiesretail.

com

Spotsylvania Towne Centre 

P.O. Box 932400

Cleveland, OH 44193-0012

WSheely@cafarocompany.com

The Rockport Company 

P.O. Box 936652

Atlanta, GA 31193-6652

Samantha.Hancock@rockport.com

Vera Bradley Designs, Inc. 

12420 Stonebridge Road

Roanoke, IN 46783-9300

AHolley@verabradley.com

Wolff Shoe Company 

P.O. Box 14663

Main Post Office

St. Louis, MO 63195-4663

larry.storz@wolffshoe.com

Wolverine World Wide, Inc. 

25759 Network Place

Chicago, IL 60673-1257

corinne.mastrojohn_IC@wwwinc.com

Cafaro Irrevocable Agreement Trust 

Attn: Will Cafaro

2445 Belmont Ave

Youngstown, OH 44505-2405

ACafaro@cafarocompany.com

John G. Mull and Wilma B. Mull 

5434 Fallman Drive

Mechanicsville, VA 23116-5457

John P. Fitzgerald, III 

Office of the US Trustee - Region 4 -R

701 E. Broad Street, Ste. 4304

Richmond, VA 23219-1849*

Rangoni Firenze Shoes

6199 Cornerstone Court East

Suite 106

San Diego, CA 92121

bill@rangonishoes.com

WebBank

c/o Kelly Barnett, President

215 South State Street, Suite 100

Salt Lake City, UT 84111

jtadduni@paypal.com

American Express National Bank

4315 South 2700 West

Salt Lake City, UT 84184

Prashant.T.Desai@aexp.com

john.norris1@aexp.com

Columbia Gas

P.O. Box 70319

Philadelphia, PA 19176-0319

Cox Business Services

PO Box 53249

Phoenix, AZ 85072-3249

Dominion Energy Virginia North Carolina

PO Box 26666

Richmond VA 23261-6666

Gardner, Summer

11509 Roslyn Rd

Fredericksburg, VA 22407-6268*

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Hill, Katelynn 

13464 Villeboro Rd

Woodford, VA 22580-3031*

Rieker Shoe

299 Rio Drive

Orlando, FL 32810-6299

g.adams@rieker net

Scott, Brittani

12202 Fawn Lake Pkwy

Spotsylvania, VA 22551-4716*

Selfe, Elizabeth

11401 Hunton Ridge Lane

Glen Allen, VA 23059-4680*

State Corporation Commission

Office of the Clerk

P.O. Box 2118

Richmond, VA 23218-2118

Treasurer, Spotsylvania County

Larry K Pritchett

P.O. Box 9000

Spotsylvania, VA 22553-9000

cskaggs@spotsylvania.va.us

Treasurer, Spotsylvania County

Public Utility Payments

P.O. Box 9000

Spotsylvania, VA 22553-9000

cskaggs@spotsylvania.va.us

Vessels, DeAndre

13464 Villeboro Rd

Woodford, VA 22580-3031*

The Freelance Star

P.O. Box 26742

Richmond, VA

23261-6742

WCurtis@bhmginc.com

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EXHIBIT A 

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Saxon Shoes

Cash Flow Launcher TM

Liquidity

Data Entry

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13

8/9 8/16 8/23 8/30 9/6 9/13 9/20 9/27 10/4 10/11 10/18 10/25 11/1

8/15 8/22 8/29 9/5 9/12 9/19 9/26 10/3 10/10 10/17 10/24 10/31 11/7

Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected

Cash

Cash Balance (Book) Week Beginning $125,000 $146,604 $184,538 $141,421 $137,026 $141,531 $168,912 $144,984 $162,556 $175,723 $213,614 $203,330 $255,663

Collections 86,609 86,609 86,609 77,948 77,948 77,948 77,948 77,948 86,609 86,609 86,609 86,609 86,609

Disbursements 65,005 48,676 129,726 82,343 73,443 50,568 101,876 60,376 73,443 48,718 96,893 34,276 132,876

Cash Drawn Against LOC/(Cash Paid on LOC) - - - - - - - - - - - - -

Cash Balance (Book) Week Ending 146,604 184,538 141,421 137,026 141,531 168,912 144,984 162,556 175,723 213,614 203,330 255,663 209,397

Inventory

Beginning Balance $2,189,168 $2,128,542 $2,067,915 $2,087,289 $2,057,725 $2,028,161 $1,998,597 $1,969,033 $1,939,469 $1,903,843 $1,868,216 $1,832,590 $1,796,964

Raw Material Purchases - - 80,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000

Cost of Goods Sold 70% 60,626 60,626 60,626 54,564 54,564 54,564 54,564 54,564 60,626 60,626 60,626 60,626 60,626

Ending Balance 2,128,542 2,067,915 2,087,289 2,057,725 2,028,161 1,998,597 1,969,033 1,939,469 1,903,843 1,868,216 1,832,590 1,796,964 1,761,337

saxon13weekcashflowmodel08.09.20 Privileged and Confidential 1 of 3 of Cash Flow Launcher 8/16/2020 7:19 PM

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Saxon Shoes

Cash Flow Launcher TM

Sales and Collections

Data Entry

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13

8/9 8/16 8/23 8/30 9/6 9/13 9/20 9/27 10/4 10/11 10/18 10/25 11/1

8/15 8/22 8/29 9/5 9/12 9/19 9/26 10/3 10/10 10/17 10/24 10/31 11/7

Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected

Sales

Sales $82,250 $82,250 $82,250 $74,025 $74,025 $74,025 $74,025 $74,025 $82,250 $82,250 $82,250 $82,250 $82,250

Sales tax 4,359 4,359 4,359 3,923 3,923 3,923 3,923 3,923 4,359 4,359 4,359 4,359 4,359

- - - - - - - - - - - - -

Total $86,609 $86,609 $86,609 $77,948 $77,948 $77,948 $77,948 $77,948 $86,609 $86,609 $86,609 $86,609 $86,609

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Saxon Shoes

Cash Flow Launcher TM

Purchases and Disbursements

Data Entry

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13

8/9 8/16 8/23 8/30 9/6 9/13 9/20 9/27 10/4 10/11 10/18 10/25 11/1

8/15 8/22 8/29 9/5 9/12 9/19 9/26 10/3 10/10 10/17 10/24 10/31 11/7

Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected

Operating Disbursements

New Goods, Including freight $ - $ - $ 80,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000

Maintenance & Repair $ - $ 500 $ - $ - $ - $ 500 $ - $ - $ - $ - $ 500 $ - $ -

Selling supplies $ - $ 500 $ - $ - $ - $ 500 $ - $ - $ - $ - $ 500 $ - $ -

Credit card fees $ 6,562 $ - $ - $ - $ - $ 5,950 $ - $ - $ - $ 5,100 $ - $ - $ -

Payroll processing fees $ - $ - $ 450 $ - $ - $ - $ 450 $ - $ - $ - $ 450 $ - $ -

Computer contracts $ - $ - $ 1,000 $ - $ - $ - $ 1,000 $ - $ - $ - $ 1,000 $ - $ -

Equipment rental (Aetrex) $ - $ 600 $ - $ - $ - $ - $ 600 $ - $ - $ - $ 600 $ - $ -

Telecom $ - $ 8,000 $ - $ - $ - $ - $ 8,000 $ - $ - $ - $ 8,000 $ - $ -

Insurance $ - $ 1,000 $ - $ - $ - $ 1,000 $ - $ - $ - $ 1,000 $ - $ - $ -

Health benefits $ - $ 1,300 $ - $ - $ - $ 1,300 $ - $ - $ - $ 1,300 $ - $ - $ -

Professional fees $ 10,000 $ - $ 500 $ - $ - $ - $ 500 $ - $ - $ - $ 500 $ - $ 30,000

Utilities $ 4,000 $ - $ - $ - $ 4,000 $ - $ - $ - $ 4,000 $ - $ - $ - $ 4,000

Advertising $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000

Other Operating Disbursements $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

Payroll and Payroll Expenses $ 38,500 $ - $ 38,500 $ - $ 38,500 $ - $ 38,500 $ - $ 38,500 $ - $ 38,500 $ - $ 38,500

Occupancy Costs, Incl R/E taxes $ - $ - $ - $ 51,400 $ - $ - $ - $ 29,433 $ - $ - $ - $ - $ 29,433

Non-Operating Disbursements

Term Debt, Fees, Interest, etc. $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -

WebBank $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943 $ 3,943

Weiner $ - $ 10,375 $ - $ - $ - $ 10,375 $ - $ - $ - $ 10,375 $ - $ - $ -

Weiner / Cafaro $ - $ - $ 3,333 $ - $ - $ - $ 3,333 $ - $ - $ - $ - $ 3,333 $ -

Sales Tax Due $ - $ 20,458 $ - $ - $ - $ - $ 18,550 $ - $ - $ - $ 15,900 $ - $ -

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EXHIBIT B 

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EXHIBIT B

Lynn L. Tavenner, Esquire (Va. Bar No. 30083)

Paula S. Beran, Esquire (Va. Bar No. 34679)

David N. Tabakin, Esquire (Va. Bar No. 82709)

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

Proposed Counsel for the Debtors

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division

In re: Case No. 20-33453

Saxon Shoes, Inc.1

Debtor Chapter

11

In re: Case No. 20-33454

Saxon Shoes Spotsylvania, LLC2

Debtor Chapter

11

INTERIM ORDER AUTHORIZING USE OF CASH

COLLATERAL AND ADEQUATE PROTECTION

This matter came before the Court upon the Debtors’ Motion to Authorize Use of Cash 

Collateral and Adequate Protection and Memorandum in Support Thereof (the “Motion”)

3

. The 

Court having reviewed the Motion and having heard the statements of counsel in support of the 

relief requested in the Motion at a hearing before the Court (the “Hearing”); the Court finding that 

(a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, (b) this is a 

core proceeding pursuant to 28 U.S.C. §§ 157(b)(2) and (c) notice of this Motion and the Hearing 

1 The Debtor’s address is 11800 W Broad Street, # 2750, Henrico, VA 23233, and the last four 

digits of the Debtor’s EIN are 0987.

2 The Debtor’s address is 1 Towne Centre Boulevard, # 4500, Spotsylvania, VA 22407 and the 

last four digits of the Debtor’s EIN are 9223.

3 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.

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2

was sufficient under the circumstances; and the Court being fully advised in the premises and 

having determined that the legal and factual bases set forth in the Motion and at the Hearing 

establish just cause for the relief granted herein in order to avoid immediate and irreparable harm 

to the estates; it is hereby

FOUND, DETERMINED, ORDERED AND ADJUDGED, BASED UPON THE 

RECORD BEFORE THE COURT AT THE HEARING, that:

1. Bankruptcy Filings. Each of the Debtors filed a voluntary petition for relief under 

Chapter 11 of the Bankruptcy Code, and each has continued with the management and operation 

of its businesses and properties as a debtor in possession pursuant to section 1184 of the 

Bankruptcy Code.

2. Jurisdiction. This Court has core jurisdiction over the Debtors’ cases, the Motion, 

and the parties and property affected hereby, pursuant to 28 U.S.C. §§ 157(b) and 1334.

3. Objections. All pending objections to the entry of this Interim Order, if any, are 

resolved hereby or, to the extent not resolved, are overruled.

4. Use of the Cash Collateral – Cash Management. The Debtors allege that, in the 

ordinary course of business, the Debtors require cash on hand and cash flow from their operations 

to fund their working capital needs and therefore there is a risk that the going concern value of the 

Debtors’ businesses will decline if they cannot access cash on hand and cash flow from their 

operations. Subject to the terms and conditions set forth herein, the Debtors are hereby authorized 

to use the Cash Collateral to pay amounts approved by any other Order of this Court and to provide 

working capital for the Debtors, but in any event solely in accordance with the Budget, this Order,

and other applicable orders of this Court.

5. Terms of Cash Collateral Use. The terms of the Debtors’ use of the Cash Collateral 

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and the adequate protection arrangements, in each case as more fully set forth in this Interim Order, 

(i) are fair and reasonable, (ii) reflect the prudent exercise of business judgment consistent with 

the Debtors’ fiduciary duties, (iii) constitute reasonably equivalent value and fair consideration 

and (iv) are essential and appropriate for the continued operation and management of the Debtors’

businesses and the preservation of their assets and properties. Entry of this Interim Order is in the 

best interests of the Debtors and their Estates and creditors and will, among other things, allow for 

the continued operation of the Debtors’ existing businesses.

6. The Budget.

a. The amount of the Cash Collateral authorized to be used hereby by the Debtors 

shall not exceed the amounts reflected in the budget attached to this Interim Order 

as Exhibit A (as amended, supplemented, extended or otherwise modified from 

time to time, the “Budget”) for the time period set forth herein except as provided 

below:

i. The Debtors shall be authorized to use Cash Collateral in accordance with 

the Budget, in an amount that would not cause the Debtors to use Cash 

Collateral for operating disbursements in an aggregate amount greater than 

one-hundred and twenty percent (120%) of the operating disbursements in 

the Budget for any 4-week period (a “Permitted Variance”). If the 

aggregate amount of Cash Collateral actually used by the Debtors, 

measured on a 4-week basis, is less than the aggregate amount of Cash 

Collateral available for use by the Debtors in the Budget during such period, 

then for purposes of the Permitted Variance, the Debtors may carry over 

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any such unused amount to the future periods in the Budget.

ii. The Debtors shall be authorized to purchase materials in excess of amounts 

reflected on the Budget if a deposit has been received in an amount in excess 

of the cost of said materials.

b. The Debtors represent, based on the best of their knowledge, due diligence and a 

review of documents and information, that (i) the Budget is achievable4and will 

likely allow the Debtors to operate in the ordinary course of business and without 

the accrual of unpaid administrative expenses; and (ii) the Budget includes all 

reasonable, necessary, and presently foreseeable expenses that are required to be 

incurred and paid in connection with the operation of the Debtors’ businesses for 

the period set forth in the Budget with the exception of additional amounts that may 

be necessary for the purchase of materials where a deposit to cover said materials 

is received.

7. Adequate Protection. Cafaro, WebBank, Amex, Mr. & Mrs. Weiner and/or Mr.

Weiner may be entitled, pursuant to §§ 361, 363(c)(2), and 363(e) of the Bankruptcy Code, to 

adequate protection of potential interests in the Collateral and the Cash Collateral (“Adequate 

Protection”), in an amount equal to the aggregate diminution in value of the particular creditor’s 

Collateral, including, without limitation, any such diminution resulting from the sale, lease or use 

by the Debtors (or other decline in value) of the Collateral and from the imposition of the automatic 

stay pursuant to § 362 of the Bankruptcy Code (such diminution in value, the “Adequate 

4 Unfortunately, given nuances related to the global pandemic associated with COVID-19, the Court understands that 

the Debtors may not meet all aspects of the Budget.

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Protection Obligations”).

8. As Adequate Protection, Cafaro is hereby granted the following:

a. Adequate Protection Liens. Cafaro is hereby granted (effective and perfected upon 

the date of the entry of this order and without the necessity of the execution by the 

Debtors of mortgages, deeds of trust, security agreements, pledge agreements, 

control agreements, financing statements or other agreements), to the extent of the 

diminution in value of Cafaro’s Collateral from the Debtors’ use of Cash Collateral, 

additional and valid, perfected and enforceable continuing replacement security 

interests and liens (the “Adequate Protection Liens”) in the collateral type similar 

to the Collateral to the extent that Cafaro held a valid and perfected lien prior to the 

Petition Date (such collateral, the “Replacement Collateral”); and

b. Adequate Protection Payments. Cafaro shall receive, as additional adequate 

protection, a monthly payment in the amount of $1,666.67.

9. As Adequate Protection, Amex is hereby granted the following:

a. Adequate Protection Liens. Amex is hereby granted (effective and perfected upon 

the date of the entry of this order and without the necessity of the execution by the 

Debtors of mortgages, deeds of trust, security agreements, pledge agreements, 

control agreements, financing statements or other agreements), to the extent of the 

diminution in value of Amex’s Collateral from the Debtors’ use of Cash Collateral, 

additional and valid, perfected and enforceable Adequate Protection Liens in the 

Replacement Collateral.

10. As Adequate Protection, WebBank is hereby granted the following:

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a. Adequate Protection Liens. WebBank is hereby granted (effective and perfected 

upon the date of the entry of this order and without the necessity of the execution 

by the Debtors of mortgages, deeds of trust, security agreements, pledge 

agreements, control agreements, financing statements or other agreements), to the 

extent of the diminution in value of WebBank’s Collateral from the Debtors’ use 

of Cash Collateral, additional and valid, perfected and enforceable Adequate 

Protection Liens in the Replacement Collateral.

b. Adequate Protection Payments. WebBank shall receive, as additional adequate 

protection, a weekly payment of $ 3,942.55.

11. As Adequate Protection, Mr. & Mrs. Weiner are hereby granted the following:

a. Adequate Protection Liens. Mr. & Mrs. Weiner are hereby granted (effective and 

perfected upon the date of the entry of this order and without the necessity of the 

execution by the Debtors of mortgages, deeds of trust, security agreements, pledge 

agreements, control agreements, financing statements or other agreements), to the 

extent of the diminution in value of Mr. & Mrs. Weiner’s Collateral from the 

Debtors’ use of Cash Collateral, additional and valid, perfected and enforceable 

Adequate Protection Liens in the Replacement Collateral; and

b. Adequate Protection Payments. Mr. & Mrs. Weiner shall receive, as additional 

adequate protection, a monthly payment of $ 10,375.00.

12. As Adequate Protection, Mr. Weiner is hereby granted the following:

a. Adequate Protection Liens. Mr. Weiner is hereby granted (effective and perfected 

upon the date of the entry of this order and without the necessity of the execution 

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by the Debtors of mortgages, deeds of trust, security agreements, pledge 

agreements, control agreements, financing statements or other agreements), to the 

extent of the diminution in value of Mr. Weiner’s Collateral from the Debtors’ use 

of Cash Collateral, additional and valid, perfected and enforceable Adequate 

Protection Liens in the Replacement Collateral; and

b. Adequate Protection Payments. Mr. Weiner shall receive, as additional adequate 

protection, a monthly payment of $1,666.67.

13. Authorization to Act. Each of the Debtors is expressly authorized and empowered 

to perform, and the automatic stay of § 362 of the Bankruptcy Code is hereby modified to permit 

them to make, execute and deliver all instruments and documents (including the execution of 

security agreements, mortgages and financing statements), take such other actions and to pay all 

fees and expenses, which may be reasonably required or necessary for the Debtors’ performance 

under this Interim Order, including, inter alia, to: (i) perform all of their obligations as provided 

for in this Interim Order; and (ii) perform all other acts that may be required in connection with 

this Interim Order. The Debtors are authorized to perform all acts and to make, execute and deliver 

any and all instruments as may be necessary to implement the terms and condition of this Interim 

Order and the transactions contemplated hereby.

14. Reservation of Rights. (a) Under the circumstances and given that the above 

described Adequate Protection is consistent with the Bankruptcy Code, including § 506(b) thereof, 

the Court finds that the Adequate Protection is reasonable and sufficient to protect the interests of 

Cafaro, Amex, WebBank, Mr. Weiner, and Mr. & Mrs. Weiner for the limited duration of this 

Interim Order. However, notwithstanding anything herein to the contrary, at any time any party

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8

may request further or different adequate protection or other relief from the Court with respect to 

these cases or this Interim Order after notice and a hearing, and the Debtors or any other party in 

interest may contest any such request. Except as expressly provided herein, nothing contained in 

this Interim Order (including, without limitation, the authorization of the use of any Cash 

Collateral) shall impair or modify any rights, claims or defenses available in law or equity to 

Cafaro, Amex, WebBank, Mr. Weiner, Mr. & Mrs. Weiner, and/or the Debtors. (b) Nothing 

contained in this Interim Order shall impair or modify any rights or claims of the Debtors related 

to assets not subject to a properly perfected security interest.

15. Immediate Entry of this Order. The Debtors have requested immediate entry of this 

Interim Order pursuant to, and have complied with, Bankruptcy Rule 4001(b)(2). For the reasons 

stated herein and as stated on the record at the Hearing, this Court concludes that immediate entry 

of this Interim Order is in the best interests of the Debtors.

16. Effectiveness. This Interim Order shall constitute findings of fact and conclusions 

of law and shall take effect immediately upon execution hereof.

17. Final Hearing. The final hearing (the “Final Hearing”) is scheduled for September

__, 2020 at ____ before the Honorable ____, United States Bankruptcy Judge, in Room __, United 

States Courthouse, 701 East Broad Street, Richmond, Virginia 23219 via ____. The Debtors shall 

promptly mail copies of this Interim Order (which shall constitute adequate notice of the Final 

Hearing) to the parties having been given notice of the Interim Hearing, upon the Office of the 

United States Trustee, the Subchapter V Trustee, the Debtors’ 20 largest unsecured creditors as 

identified in their Chapter 11 petitions, Cafaro, Amex, WebBank, Mr. Weiner, and Mr. & Mrs. 

Weiner, and any party who has filed a notice of appearance in these cases. 

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18. Any party having any objection to any of the relief provided herein shall, prior to 

August __, 2020: (a) file a written objection with the Clerk of this Court; (b) serve copies of such 

written objection on (i) Tavenner & Beran, PLC, (ii) the Office of the United States Trustee, (iii) 

the Subchapter V Trustee, (iv) the Debtors’ 20 largest unsecured creditors as identified in their 

Chapter 11 petitions, and (v) Cafaro, Amex, WebBank, Mr. Weiner, and Mr. & Mrs. Weiner; and 

(c) attend the Final Hearing.

Entered:

UNITED STATES BANKRUPTCY JUDGE

I ask for this:

/s/

Lynn L. Tavenner, Esquire (VSB No. 30083)

ltavenner@tb-lawfirm.com

Paula S. Beran, Esquire (VSB No. 34679)

pberan@tb-lawfirm.com

David N. Tabakin, Esquire (VSB No. 82709)

dtabakin@tb-lawfirm.com

Tavenner & Beran, PLC

20 North 8th Street

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopier: (804) 783-0178

Proposed Counsel for the Debtors

Seen and not objected to:

/s/

Kathryn R. Montgomery (Va. Bar No. 42380)

Shannon F. Pecoraro (Va. Bar No. 46864)

Department of Justice

Office of the United States Trustee

701 East Broad Street, Suite 4304

Richmond, Virginia 23219

Tel: (804) 771-2310

Fax: (804) 771-2330

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Seen and not objected to:

_______________

Richard C. Maxwell, Esquire

Woods Rogers PLC

10 S. Jefferson Street, Suite 1400

Roanoke, VA 24011

Subchapter V Trustee

CERTIFICATION

I hereby certify that the foregoing proposed Order has been either served on by first-class 

mail, postage prepaid, and/or electronic delivery or endorsed by all necessary parties.

/s/

Paula S. Beran (Va. Bar No. 34679)

Proposed Counsel to the Debtors

Service List for Entered Order:

Paula S. Beran, Esquire

Tavenner & Beran, PLC

20 North 8th Street

Richmond, Virginia 23219

Kathryn R. Montgomery

Shannon F. Pecoraro

Department of Justice

Office of the United States Trustee

701 East Broad Street, Suite 4304

Richmond, Virginia 23219

Richard C. Maxwell, Esquire

Woods Rogers PLC

10 S. Jefferson Street, Suite 1400

Roanoke, VA 24011

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Exhibit C 

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Exhibit D 

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Exhibit E

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Exhibit F 

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Exhibit G 

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