12-50073-lmc Doc#122 Filed 02/29/12 Entered 02/29/12 11:24:24 Main Document Pg 1 of 5

SO ORDERED. SIGNED this 29th day of February, 2012.

________________________________________ LEIF M. CLARK UNITED STATES BANKRUPTCY JUDGE

____________________________________________________________

12-50073-lmc Doc#122 Filed 02/29/12 Entered 02/29/12 11:24:24 Main Document Pg 2 of 5

WHEREAS, prior to the Petition Date, the Debtors and Flatiron Capital, a division of Wells

Fargo Bank, N.A. ("Flatiron") entered into Premium Finance Agreements, Security Agreement, Disclosure Statement and Limited Power of Attorney, dated April 12, 2011 (the "Pre-Petition
Agreements"); and WHEREAS, the specific purpose of the Pre-Petition Agreements, was to provide premium

financing for the Debtors' insurance policies (the "Insurance Policies"), as follows:
Insurance Co Type Policy No. Effective Date 4/5/2011 4/5/2011 4/5/2011 Premium Finance Fees $0 $0 $0

Delta:

SuQerior:

Cincinnati Ins Co Cincinnati Ins Co Travelers Casualty and Surety Co Hanover Ins Co. Continental Casualty Co (CNA) Continental Casualty Co (CNA) Continental Casualty Co (CNA) Hanover Ins Co

Auto

Umbrella

CPP1051872 CPA1051872 BME17471 B830TIL11 1HD766488900 L4018089557 CPP1051873 CPA1051873 1HD766489200

$48,662.00 $210,560.00 $3,751.00 $19,420.00 $63,781.00 $30,197.00 $86,376.00 $16,029.00

4/5/2011 4/5/2011 4/5/2011 4/5/2011 4/5/2011

$0 $0 $0 $0 $0

and
WHEREAS, as of January 31, 2012, the Debtors were indebted to Flatiron under the Pre-Petition

Agreements in the amounts of $64,019.63 (Delta) and $23,451.47 (Superior) (the "Pre-Petition
Indebtedness"); and WHEREAS, Flatiron has represented to the Debtors that it was fully secured as of the Petition

Date; and
WHEREAS, Pursuant to
~~

3 and 5 of the Premium Finance Agreements, the Debtors are

obligated to make monthly payments to Flatiron in the amounts of $29,776.57 (Delta) and $11,439.74 (Superior); and
WHEREAS, the Debtors have failed and refused to pay amounts which became due on January

5, 2012 and February 5, 2012 in the amounts of$59,553.14 (Delta) and $22,879.48 (Superior); and

12-50073-lmc Doc#122 Filed 02/29/12 Entered 02/29/12 11:24:24 Main Document Pg 3 of 5

WHEREAS, on February 9, 2012, Flatiron filed its motion (the "Flatiron Motion") for an order

granting Flatiron: (I) relief from the automatic stay pursuant to 11 U.S.C. 362(d) and Rule 4001 ofthe Federal Rules of Bankruptcy Procedure and permitting Flatiron to enforce its rights pursuant thereto, or alternatively, pursuant to 11 U.S.C. 361 granting Flatiron adequate protection; and (II) pursuant to 11 U.S.B. 503(a) and (b): (i) granting Flatiron an allowed Administrative Claim plus late charges, fees and expenses and reasonable attorneys' fees and expenses, and (ii) directing immediate payment thereof; and
WHEREAS, the Debtors represent that maintaining the premium financing provided for under

the Pre-Petition Agreements, as modified by reductions in coverage, is in the best interest of its creditors and estate; and
WHEREAS, the parties to this Stipulation want to resolve the issues raised in the Flatiron

Motion pursuant to the terms and conditions contained herein.

NOW, THEREFORE, it is hereby stipulated by and between the respective parties that:

1.

The Debtors shall pay to Flatiron $65,214.62 for insurance coverage which became due

January 5, 2012 and February 15, 2012, as modified, to be allocated by Flatiron to the insurance payments due from Delta and Superior. 2. As adequate protection and payment on insurance payments due in March 2012 pursuant

to 361 of the Bankruptcy Code, the Debtors shall pay to Flatiron $23,657.57 (Delta) and $8,949.74 (Superior) on or before March 12, 2012, constituting the remaining balance on all insurance payments due to Flatiron from the Debtors pursuant to the Pre-Petition Agreements. 3. Flatiron reserves all claims for reimbursement of cost, fees and expenses as an

oversecured creditor pursuant to 506(b) of the Bankruptcy Code 4. Upon failure to timely make the March payment of insurance payments, or a default

under this Stipulation and Conditional Order, Flatiron after five (5) business days written notice: (a) is granted relief from the automatic stay imposed under 362(a) of the Bankruptcy Code; (b) authorizing it to cancel any or all of the Insurance Policies and authorizing it to recover, receive and collect all unearned

12-50073-lmc Doc#122 Filed 02/29/12 Entered 02/29/12 11:24:24 Main Document Pg 4 of 5

premiums as a result of canceling the Insurance Policies and apply same to amounts due to Flatiron from Debtors and deeming Flatiron to be in possession of the Insurance Policies. 5. There shall not at any time be entered in the Debtors' chapter 11 cases or any succeeding

chapter 7 case any further order that impairs the rights of Flatiron, as provided for under this Stipulation, unless Flatiron shall have given its prior written consent thereto. 6. The provisions of this Stipulation shall inure to the benefit of Flatiron and shall be

binding upon the Debtors and their respective successors and assigns (including any trustee or other fiduciary herein appointed as a legal representative of the Debtors in these chapter 11 cases or in any succeeding cases under chapter 7 or otherwise with respect to the property of the estate of the Debtors). 7. The provisions of this Stipulation and Conditional Order and any action pursuant thereto

shall be and remain in effect unimpaired and shall survive entry of any order which may be entered confirming a Plan of Reorganization of the Debtors or converting this case from chapter 11 to chapter 7 and the terms and provisions of this Stipulation, as well as the priorities, liens and security interests created herein, shall continue in this or any other superseding case under the Bankruptcy Code, and such liens and security interests shall maintain that priority as provided for in this Stipulation until satisfied and discharged in full. 8. This Stipulation may be signed in counterpart originals, which, when fully executed, shall

constitute a single original, and facsimile and electronic signatures shall be deemed originals. 9. The signatories to this Stipulation represent that they have been duly authorized by their

clients to execute this Stipulation. 10. To the extent, if at all, the terms of this Order differ from the Pre-Petition Agreement, the

terms of this Order shall prevail. 11. This Court shall retain jurisdiction to hear any matters or disputes arising from or relating

to this Stipulation. 12. Notwithstanding the possible applicability of any Federal Rule of Bankruptcy Procedure,

the term and conditions of this Stipulation shall be immediately effective and enforceable upon its entry.

12-50073-lmc Doc#122 Filed 02/29/12 Entered 02/29/12 11:24:24 Main Document Pg 5 of 5

###

AGREED AS TO FORM: WARREN, DRUGAN & BARROWS, P.C. 800 Broadway San Antonio, Texas 78215 Telephone: (210) 226-4131 Facsimile: (210) 224-6488

1._ L.. '1 - By: ----------~--------~----Robert L. Barrows 01833500

Attorneys for Flatiron Capital, a division of Wells Fargo Bank, N.A.

LANGLEY & BANACK, INC. Trinity Plaza II, Suite 900 745 E. Mulberry San Antonio, Texas 78212 Telephone: (210) 736-6600 Facsimile: (210) 735-6889 By:

/}__

L.

.., - -

\A.

Allen M. DeBard 24065132 William R. Davis 05565500

Attorneys for Debtors

MARTIN & DROUGHT, P.C. 300 Convent Street Bank of America Plaza, 25 111 Floor San Antonio, Texas 78205-3789 Telephone: (210) 227-7591 Facsimile: (210) 227-7924 By:

12__ C... '\ Michael G. Colvard 04629200

c ._I

Attorneys for International Bank of Commerce