the liens or claims of the
Prepetition Secured Parties and/or the DIP Secured Parities.
G.
IMMEDIATE NEED FOR POSTPETITION FINANCING
AND USE OF CASH COLLATERAL.
THE DEBTORS HAVE REQUESTED IMMEDIATE ENTRY OF THIS
INTERIM ORDER PURSUANT TO BANKRUPTCY RULE 4001(B)(2) AND (C)(2).
GOOD CAUSE HAS
BEEN SHOWN FOR ENTRY OF THIS INTERIM ORDER.
AN IMMEDIATE NEED EXISTS FOR THE
DEBTORS TO OBTAIN FUNDS AND LIQUIDITY IN ORDER TO CONTINUE OPERATIONS AND TO
ADMINISTER AND PRESERVE THE VALUE OF THEIR ESTATES.
THE ABILITY OF THE DEBTORS
TO FINANCE THEIR OPERATIONS, TO PRESERVE AND MAINTAIN THE VALUE OF THE DEBTORS'
ASSETS AND TO MAXIMIZE THE RETURN FOR ALL CREDITORS REQUIRES THE AVAILABILITY OF
THE DIP FACILITY AND THE USE OF CASH COLLATERAL.
IN THE ABSENCE OF THE
AVAILABILITY OF SUCH FUNDS AND LIQUIDITY IN ACCORDANCE WITH THE TERMS HEREOF,
THE CONTINUED OPERATION OF THE DEBTORS' BUSINESSES WOULD NOT BE POSSIBLE, AND
SERIOUS AND IRREPARABLE HARM TO THE DEBTORS AND THEIR ESTATES AND CREDITORS
WOULD OCCUR.
FURTHER, THE POSSIBILITY FOR A SUCCESSFUL REORGANIZATION WOULD BE
JEOPARDIZED IN THE ABSENCE OF THE AVAILABILITY OF FUNDS IN ACCORDANCE WITH THE
TERMS OF THIS INTERIM ORDER.
THUS, THE ABILITY OF THE DEBTORS TO PRESERVE AND
MAINTAIN THE VALUE OF THEIR ASSETS AND MAXIMIZE THE RETURN FOR CREDITORS
REQUIRES THE AVAILABILITY OF WORKING CAPITAL FROM THE DIP FACILITY AND THE USE
OF CASH COLLATERAL.
B-12
H.
No Credit Available on More Favorable Terms.
The Debtors have
been unable to obtain on more favorable terms and conditions than those provided
in this Interim Order (a) adequate unsecured credit allowable under Bankruptcy
Code Section 503(b)(1) as an administrative expense, (b) credit for money
borrowed with priority over any or all administrative expenses of the kind
specified in Sections 503(b) or 507(b) of the Bankruptcy Code, (c) credit for
money borrowed secured by a lien on property of the estate that is not otherwise
subject to a lien, or (d) credit for money borrowed secured by a junior lien on
property of the estate which is subject to a lien.
The Debtors are unable to
obtain credit for borrowed money without granting the DIP Liens and the DIP
Superpriority Claim (defined below) to (or for the benefit of) the DIP Secured
Parties.
I.
Use of Cash Collateral and Proceeds of the DIP Facility, DIP
Collateral and Prepetition Collateral.
All Cash Collateral, all proceeds of the
Prepetition Collateral and the DIP Collateral (defined below), including
proceeds realized from a sale or disposition thereof, or from payment thereon,
and all proceeds of the DIP Facility (net of any amounts used to pay fees, costs
and expenses payable under this Interim Order or the Final Order) shall be used
and/or applied in accordance with the terms and conditions of this Interim Order
and the other DIP Loan Documents, for the types of expenditures in the DIP
Budget and for no other purpose; provided, that up to $50,000 in the aggregate
of the proceeds of the DIP Facility, DIP Collateral, Prepetition Collateral or