Chrysler LLC v. Plastech Engineered Products, Inc. (In Re Plastech Engineered Products, Inc.)

OPINION DENYING (I) MOTION TO LIFT THE AUTOMATIC STAY; AND (2) MOTION FOR PRELIMINARY INJUNCTION

I. Introduction

This opinion addresses a motion to lift the automatic stay under § 362 of the Bankruptcy Code filed by Chrysler, LLC and related entities (collectively “Chrysler”). The motion was heard on February 14 and 15, 2008. The motion was opposed by the Debtor, many of its secured creditors and the Creditors’ Committee (“Committee”). A number of other parties also opposed some of the relief requested by Chrysler, but not all of it. Chrysler called four witnesses to testify in support of its motion and introduced Chrysler’s Exhibits 1, 4, 5, 6, 10, 12, 13, 16, 18-20, 22-29 and 32. Chrysler and the Debtor introduced Joint Exhibits 100 through 113. The Debtor called four witnesses in opposition to the motion to lift stay and introduced Debtor’s Exhibits I, V and X. The Court finds that all of the witnesses testified credibly. The Court also received into evidence Goldman Sachs’ (“Goldman”) Exhibits 1 through 5. By agreement of Chrysler and the Debtor and pursuant to an order entered on February 7, 2008, the record made by the parties regarding Chrysler’s motion for relief from stay also serves as the record for Chrysler’s motion for injunctive relief filed by it against the Debtor in adversary proceeding no. 08-4120. The Court has carefully considered the many briefs filed by Chrysler, the Debtor and various other parties in this case, as well as the testimony of the eight witnesses and the exhibits introduced into evidence. The following constitutes this Court’s findings of fact and conclusions of law under Fed. R. Bankr.P. 7052 both with respect to the motion to lift stay in the *95 bankruptcy case and the motion for injunc-tive relief in the adversary proceeding.

II. Jurisdiction

The Court has jurisdiction pursuant to 28 U.S.C. §§ 1334(a) and 157(a). This is a core proceeding under 28 U.S.C. § 157(b)(2)(A), (G), and (K).

III. Facts

Plastech Engineered Products, Inc. is a privately held entity engaged in business as a tier one automobile supplier and designer and maker of blow-molded and injected-molded plastic products primarily for use in the automotive industry. It has a number of subsidiary entities engaged in business in the same industry. (Plastech and its subsidiaries will be collectively referred to as the “Debtor.”) The Debtor is the largest female owned company in Michigan and it is certified as a minority business enterprise by the State of Michigan. The Debtor has been in business since 1988. Its products include automotive interior trim, under-hood components, bumper and other exterior components and cock-pit modules. The Debtor’s major customers are General Motors (“GM”), Ford Motor Company, Chrysler, and Johnson Controls, Inc. (“JCI”) (collectively referred to as the “Major Customers”). The Debtor has 36 manufacturing facilities in North America and 2 corporate locations. The Debtor employs over 7,700 individuals. The Debtor’s annual sales are approximately $1.2 billion to $1.3 billion. The Debtor has basically three levels of financing. There is a revolving credit facility with various lenders (collectively referred to as “Revolving Lenders”). There are first and second lien term loans involving various lenders (collectively referred to as “First Lien Term Lenders” and “Second Lien Term Lenders”).

Recent developments in the domestic automotive market combined with the rising prices of certain commodities have put a strain on the Debtor’s liquidity position in recent years. Further, the decline of overall sales in the domestic automotive industry has created certain over capacity in the automotive industry worldwide, resulting in increased competition among automotive suppliers such as the Debtor, intensifying the pressure upon them to remain competitive.

In February, 2007, the Debtor entered into a refinancing that created the revolving credit facility, the first lien term loan and the second lien term loan. Goldman served as the lead arranger, syndication agent and administrative agent for the refinancing. The revolving credit facility provided the Debtor with up to $200,000,000 of revolving credit subject to a formula and available collateral. The first lien term loan provided the Debtor with up to $265,000,000 of secured term debt. The second lien term loan provided the Debtor with up to $100,000,000 of additional secured term debt.

To assist it in obtaining the refinancing, the Debtor received commitments from the Major Customers to provide the Debt- or with certain financial accommodations. On February 12, 2007, the Debtor entered into a Financial Accommodation Agreement (“First Accommodation Agreement”) (J. Ex. 104) with the Major Customers. The recitals to the First Accommodation Agreement stated that the Debtor had advised the Major Customers that it was attempting to effectuate a refinancing, that Goldman was serving as the lead arranger, syndicate agent and administrative agent for the refinancing, that the Debtor needed the Major Customers to provide certain financial accommodations in order to obtain the refinancing, and that the Major Customers agreed to provide such financial accommodations by depositing funds in an account with Goldman to be released to the Debtor simultaneously with the closing *96 of the refinancing. The First Accommodation Agreement provided that the Major Customers would deposit $46,000,000 in the account with Goldman. That $46,000,000 was allocated among the Major Customers based on their respective levels of production of parts by the Debtor. Chrysler’s share was $6,900,000. This was not an advance payment on any accounts receivable owing by Chrysler to the Debt- or, nor was it a payment that Chrysler was contractually obligated to make to the Debtor. Instead it was a deposit provided by Chrysler to contribute to the Debtor’s liquidity and enable the Debtor to obtain the refinancing. In exchange for this accommodation, the Debtor provided the Major Customers with various rights under the First Accommodation Agreement.

By the time the parties entered into the First Accommodation Agreement, the Debtor had been transacting business with Chrysler for approximately ten years. At that time, Chrysler’s business was approximately 13% of the Debtor’s overall sales volume and approximated $200,000,000 annually. Over that ten year period, Chrysler had paid the Debtor approximately another $167,000,000 for tooling. The Debtor produced approximately 500 component parts for Chrysler using approximately 3,000 tools. The parts include interior, exterior and power train components. When the First Accommodation Agreement was made, there already existed several executed documents governing the relationship between Chrysler and the Debtor. Chrysler’s standard purchase order (Chrysler’s Ex. 1) contains certain terms and conditions and also references and incorporates Chrysler’s general terms and conditions and provides the Internet address to Chrysler’s website on the face of the purchase order to refer to those general terms and conditions. The general terms and conditions (J. Ex. 100) provide in paragraph 1 that the purchase of goods by Chrysler from a supplier is governed both by the purchase order and the general terms and conditions. Paragraph 20 of the general terms and conditions authorizes Chrysler to terminate any or all of its purchase orders with the Debtor, at Chrysler’s option, without cause, upon 30 days written notice to the Debtor. Paragraph 21 of the general terms and conditions authorizes Chrysler to cancel any or all of its purchase orders in the event of certain specified defaults, some of which require 10 days written notice, but others of which do not require any written notice.

In addition to Chrysler’s standard purchase orders and its general terms and conditions, on August 30, 2006, Chrysler and the Debtor entered into a long term productivity agreement (J. Ex. 101) that states that the Debtor and Chrysler “wish to supplement their existing contractual relationships with a long term productivity agreement” that would remain in effect until December 31, 2008. On the same day as the refinancing and the First Accommodation Agreement, February 12, 2007, Chrysler and the Debtor entered into an amended long term productivity agreement (J. Ex. 102). Like the original long term productivity agreement, the amended agreement provided that it would remain in effect through December 31, 2008. However, the amended long term productivity agreement contained a new provision in paragraph 2 stating that Chrysler “may not terminate for convenience.” Paragraph 7 of the amended long term productivity agreement also added a provision allowing Chrysler to “resource” certain programs “immediately upon the occurrence of any Plastech responsible crisis.” Both the original and the amended long term productivity agreements state that they prevail in the event of a conflict *97 between them and the terms of any specific purchase orders.

The First Accommodation Agreement (J. Ex. 104) contains a provision that is not in the purchase orders, the general terms and conditions or either of the long term productivity agreements. Specifically, in exchange for the financial accommodations made by the Major Customers, the Financial Accommodation Agreement grants them certain rights in the tooling used in the Debtor’s manufacture of components parts for the Major Customers. Section 4.0 of the First Accommodation Agreement is titled “Tooling Acknowledgment.” It states as follows:

Plastech acknowledges and agrees that exclusive of Unpaid Tooling (as defined below) all tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, and documentation, including engineering specifications, PPAP books, and test reports together with any accessions, attachments, parts, accessories, substitutions, replacements, and appurtenances thereto (collectively, “Tooling”) used by Plastech in connection with its manufacture of component and service parts for each Major Customer (collectively, the “Major Customer Owned Tooling”) are owned by the respective Major Customers (or a customer of the Major Customers in the case of JCI) and are being held by Plastech or, to the extent Plas-tech has transferred the Major Customer Owned Tooling to third parties, by such third parties, as bailees at will. Upon payment in full of the applicable purchase order price for any item of Unpaid Tooling such item shall thereafter be included in the definition of the Major Customer Owned Tooling under this Agreement; provided, however, that nothing in this Agreement is intended to modify any of the respective Major Customers’ obligations to Plastech on account of Unpaid Tooling. For purposes of this Agreement, the term “Unpaid Tooling” means (i) Tooling for which the applicable Major Customer has not paid the applicable purchase order price for such Tooling to either Plastech or any of its predecessor(s)-in-interest or (ii) Tooling in respect of which Plastech has performed engineering or other related work pursuant to an engineering work order issued by the involved Major Customer to Plastech on and after June 30, 2006 and in respect of which Plastech has performed work subsequent to June 30, 2006 and for which Plastech has not been paid by the Major Customer. For the avoidance of doubt, any claims relating to unpaid engineering work order(s) or related claims for Tooling arising pri- or to June 30, 2006 are waived by Plas-tech.

Neither Plastech, nor any other person or entity other than the Major Customers have any right, title or interest in the Major Customer Owned Tooling other than Plastech’s obligation, subject to the Major Customers’ respective unfettered discretion, to utilize the Major Customer Owned Tooling in the manufacture of the Major Customers’ component and service parts. The Major Customers and their respective designee(s) shall have the right to take immediate possession of the Major Customer Owned Tooling at any time without payment of any kind from the Major Customers to Plastech should the Major Customers elect to exercise such right, and Plastech agrees to cooperate with each of the Major Customers in their taking possession of their respective Major Customer Owned Tooling, including allowing access to Plastech’s facilities. The rights and obligations contained in this Section shall continue notwithstand *98 ing the expiration or termination of this Agreement.

In the event of a dispute between Plastech and a Major Customer over whether any Tooling is Major Customer Owned Tooling or Unpaid Tooling, the Tooling subject to the dispute will be presumed to be Major Customer Owned Tooling pending resolution of the dispute, and the Major Customer will have the right to immediate possession of the Tooling pending resolution of the dispute (and Plastech may not withhold delivery of possession of the Unpaid Tooling to such Major Customer pending such resolution), but will remain subject to any claim or right to payment of Plastech for the disputed amounts (despite Plastech’s relinquishment of possession). The rights and obligations contained in this Section 4.0 are in addition to (and not in lieu of) the rights of each Major Customer in its respective purchase orders, including its respective global terms and conditions, and other agreements with Plastech, and will continue in effect notwithstanding the expiration or termination of this Agreement.

Obtaining this tooling acknowledgment was very important to Chrysler and the other Major Customers. Even though Chrysler’s standard tooling purchase orders provide in clause 14 that the tooling used by a supplier to make parts for Chrysler “become Chrysler’s property” once Chrysler pays for the tooling (Chrysler’s Ex. 1 at p. 5), the tooling acknowledgment contained in the First Accommodation Agreement goes much further. It provides Chrysler with several additional benefits. First, it contains the Debtor’s statement that neither the Debtor nor any other party has an interest in the tooling that Chrysler has paid for. Second, it provides Chrysler with the right to demand immediate possession of the tooling paid for by Chrysler when Chrysler “elect[s] to exercise such right” and requires the Debtor to cooperate with Chrysler in taking possession of such tooling, including allowing access to the Debt- or’s facilities. Finally, in the event that there is a dispute over whether tooling is paid or unpaid, the tooling acknowledgment permits Chrysler to take possession of such tooling while any dispute over payment for it is being resolved. The tooling acknowledgment in the First Accommodation Agreement granted each of the Major Customers the same rights with respect to the tooling used by the Debtor to make their respective parts.

In late 2007, the Debtor again approached the Major Customers for the purpose of requesting additional financial accommodations. By this time, Chrysler had engaged BBK, a financial consulting firm, to monitor the Debtor’s financial condition and to provide Chrysler with advice. The Debtor had also engaged its own financial consultant Conway MacKenzie & Dunleavy (“CMD”) to negotiate with the Debtor’s Major Customers and lenders regarding the Debtor’s liquidity problems and to advise the Debtor regarding various financial restructuring possibilities. In December, 2007, the Debtor requested that Chrysler agree to an advance of its payables, which Chrysler declined to do. By this time, Chrysler was concerned about the Debtor’s financial condition causing an interruption of Chrysler’s production based upon information provided to Chrysler by BBK. BBK expressed concern to Chrysler that the Debtor was not paying its suppliers on a timely basis and may have been in breach of certain financial covenants with its lenders.

In January, 2008, as the Debtor’s liquidity crisis became more acute, the Debtor entered into further discussions with the Major Customers concerning additional fi *99 nancial accommodations. During the course of these discussions, Chrysler’s attorney sent a letter to the Debtor dated January 15, 2008 (J. Ex. 108) that asserted that the Debtor was in breach of the amended long term productivity agreement, as well as Chrysler’s purchase orders and general terms and conditions. The letter contained seven separately numbered paragraphs describing the breach. Among the specific assertions were that the Debtor failed to meet certain quality obligations, failed to pay tooling suppliers, requested payment in advance of payables owing by Chrysler, planned certain plant closures placing Chrysler production at risk, objected to warranty claims, and experienced a “material adverse change” in its financial condition. The following day, January 16, 2008, Chrysler’s attorney sent a follow-up letter (J. Ex. 109) advising that the defaults specified in the January 15, 2008 letter, together with the Debtor’s “current financial condition and accommodation requests” constitute a “Plastech responsible crisis under paragraph 7 of the Amended Long Term Productivity Agreement.” The Debtor did not respond to the asserted breaches in either of these two letters.

Notwithstanding its letters of January 15 and 16, 2008, and its concerns over the Debtor’s financial condition, Chrysler did enter into a Second Financial Accommodation Agreement (“Second Accommodation Agreement”) (J. Ex. 106) with the Debtor and the other Major Customers on January 22, 2008. The Second Accommodation Agreement recited that the Debtor had advised the Major Customers that it may face certain financial problems that may cause an interruption in the production of component parts for the Major Customers unless it received accommodations from them. It further stated that the Debtor had advised the Major Customers that it was seeking an out of court resolution to its liquidity crisis but that it might also need to file for relief under Chapter 11 of the Bankruptcy Code. The Second Accommodation Agreement further recited that the Debtor needed additional time to negotiate an out of court workout and/or to prepare for a bankruptcy filing, including obtaining and documenting a debtor in possession loan. Finally, the Second Accommodation Agreement stated that the Debtor would be out of formula under its revolving line of credit and therefore would need the Major Customers to “pull ahead” payment of $40,000,000 of payables owing by them to the Debtor, including an advance of payables that were not yet due totaling $38,400,000. The Debtor represented to the Major Customers that if it could obtain these accommodations, it had received “reasonable assurances” from the Revolving Lenders that they would continue to lend under the revolving credit facility. The Second Accommodation Agreement had a very short funding term which commenced on January 22, 2008 and expired on January 31, 2008. Chrysler’s share of the payable advance required under the Second Accommodation Agreement was $10,700,000 which was paid on execution of the agreement.

Like the First Accommodation Agreement (J. Ex. 104) entered on February 12, 2007, the Second Accommodation Agreement also contained a tooling acknowledgment. Section 4.5 of the Second Financial Accommodation Agreement provided that “Plastech acknowledges and affirms the ‘tooling acknowledgment’ set forth in Section 4.0 of the Financial Accommodation Agreement between the parties dated February 12, 2007.” (J. Ex. 106 at p. 4.) The balance of the tooling acknowledgment in Section 4.5 of the Second Accommodation Agreement tracks almost verbatim the tooling acknowledgment in Section 4.0 of the First Accommodation Agreement. *100 Both documents contained an acknowledgment by the Debtor that the Major Customers owned the tooling that they had paid for, would become the owners of any unpaid tooling upon payment thereof, and would have the “right to take immediate possession of the Major Customer Owned Tooling at any time.” Both documents also provided that in the event of a dispute between the Debtor and a Major Customer over whether tooling is “Major Customer Owned Tooling or Unpaid Tooling,” the tooling subject to the dispute would be presumed to be owned by the Major Customer and the Major Customer would have the right to immediate possession of the disputed unpaid tooling pending resolution of the dispute. It was because of the tooling acknowledgment that Chrysler agreed to the financial accommodations required of it in both the First Accommodation Agreement made on February 12, 2007, and the Second Accommodation Agreement made on January 22, 2008.

After the parties entered into the Second Accommodation Agreement, the Debt- or continued discussions with the Major Customers and with its lenders regarding its liquidity difficulties and financial condition. By this time, Chrysler had received information from BBK that the Debtor was insolvent and unable to pay its bills, and was unable to make component parts in the ordinary course of its business without obtaining further financial accommodations from Chrysler. During the term of the Second Accommodation Agreement there were several restructuring alternatives being discussed by the Debtor with its Major Customers and lenders. Plan “A” would involve some kind of strategic business combination, merger or acquisition as a going concern. These discussions were mostly between the Debtor and JCI. JCI was by far the largest customer of the Debtor. Discussions were also held regarding a plan “B.” Plan “B” was a stand alone restructuring that would involve making significant cost reductions to the Debtor’s operations and might involve a de-leveraging of the balance sheet, including a debt for equity swap with certain of the Debtor’s lenders. Plan “B” might also include additional cash from some combination of existing stakeholders or third party investors. In the event that plan “A” or plan “B” did not materialize, the Debtor and its advisors would consider plan “C” consisting of an orderly liquidation.

During the short time that the Second Accommodation Agreement was in effect, the Debtor continued to engage in discussions with the Major Customers regarding each of the restructuring alternatives. CMD also had discussions with possible investors. During the meetings in this time frame among the Debtor and the Major Customers, BBK and CMD each prepared various analyses of the Debtor’s financial condition and possible restructurings and shared them with each other as well as with the financial advisors for the other Major Customers. BBK’s draft analysis for these discussions (Chrysler’s Exs. 10 and 12) projected approximately $61,000,000 of earnings before income tax, depreciation and amortization (“EBITDA”) for the Debtor for 2008. CMD was projecting approximately $85,000,000 of EBITDA for the Debtor for 2008. In either case, the projected EBITDA would be insufficient to comply with covenants that the Debtor had with its lenders that required $100,000,000 of EBITDA for the Debtor for 2008. In addition to identifying this failure to comply with a financial covenant, BBK was also advising Chrysler that the Debtor appeared to be insolvent in January, 2008. The Debtor’s cash management worksheets for the critical days during the last week of January, 2008 (Chrysler’s Ex. 13) showed that the Debtor *101 had net outstanding checks during each of those days in excess of the actual credit line available to it, although on each of those days it appears that the checks scheduled to clear on a given day were less than the cash available for such day. The Debtor maintained that it was not insolvent at that time. Although differing on whether the Debtor may have become insolvent at this point, there is no dispute that the Debtor was experiencing significant liquidity difficulties that were becoming more critical by the day.

The Debtor continued its discussions with the Major Customers during the last week of January in an effort to induce them to provide further financial accommodations. A draft of a Third Financial Accommodation Agreement (“Third Accommodation Agreement”) (Debtor’s Ex. I) was prepared, circulated and discussed by the Debtor with the Major Customers. The draft of the Third Accommodation Agreement again contained recitals that the Debtor had advised the Major Customers that it was facing certain financial problems that may cause an interruption in the production of component parts for them unless the Debtor received additional financial accommodations from the Major Customers. The draft recited that the Debtor was seeking an out of court resolution to its liquidity crisis but also warned that the Debtor may need to seek protection under Chapter 11 of the Bankruptcy Code. The draft of the Third Accommodation Agreement provided that each Major Customer would have to agree to accelerated payment terms to help ease the Debt- or’s liquidity crisis and clearly stated that without such accommodations the Debtor would be out of formula under its revolving lending facility. The draft further stated that the Debtor had now entered into discussions with its lenders to attempt to obtain from them a forbearance agreement whereby they would agree to continue in formula lending to the Debtor and to otherwise forbear from enforcing their rights and remedies. The agreement of the lenders to the forbearance hinged upon the Debtor’s ability to obtain the further financial accommodations from the Major Customers. The draft of the Third Accommodation Agreement provided for a request for forbearance from the lenders until April 15, 2008, during which time the Debtor would embark upon a sale process with milestones set along the way for the development of a written proposal by the Debtor to the Major Customers and a deadline for submission of definitive documents acceptable to the Major Customers, the Debtor and the lenders with regard to a restructuring transaction. The time frame was tight and it provided for forbearance with a closing on a transaction to occur prior to April 15, 2008.

The draft of the Third Accommodation Agreement was never executed. During the last week of January, 2008, the Debtor and the Major Customers exchanged numerous emails (Chrysler’s Exs. 22 through 29) negotiating the various open issues among them. The financial advisors for the Debtor and its Major Customers participated in these discussions and CMD continued to prepare and circulate drafts of terms sheets and other financial information (Chrysler’s Exs. 20 and 22) for discussion at these meetings.

During these meetings and discussions between the Debtor and the Major Customers, the Debtor requested that the additional accommodation of funds be received by no later than February 4, 2008, because the Debtor’s cash flow showed that it would be out of funds at that time. If the Debtor could get the additional funds from the Major Customers, the Debtor was confident that it could obtain a forbearance agreement with its lenders, although it still had not yet obtained their *102 commitment to a forbearance agreement. Time was running out because the Second Accommodation Agreement was expiring, the Debtor was running out of cash, the lenders’ forbearance had not been obtained, and a real threat of interruption of production existed. Unfortunately, the meetings did not result in an agreement. Despite the efforts of the Debtor and the Major Customers, there were still open issues unresolved among them at the time that the Second Accommodation Agreement expired on January 31, 2008.

On Friday morning, February 1, 2008, Larry Walker, the director of exterior procurement for Chrysler, delivered a,letter (J. Ex. 107) to the Debtor. The letter was addressed to Julie Brown, CEO and was hand delivered at the Debtor’s office. Ms. Brown was not present and the letter was delivered to another employee. The February 1, 2008 letter read as follows:

Dear Ms. Brown:

Please be advised that effective immediately, Chrysler is terminating all purchase orders and supply agreements with Plastech, including, but not limited to, the Amended Long Term Productivity Agreement dated February 12, 2007 in accordance with the terms thereof and the letters previously sent by our counsel to Mr. Scott dated January 15, 2008 and January 15, 2008. As required by Chrysler’s General Terms and Conditions and the Second Financial Accommodation Agreement dated January 22, 2008 and Financial Accommodated Agreement dated February 12, 2007, please make all tooling associated with Chrysler’s production available to it for immediate pick-up and otherwise cooperate with Chrysler in its taking possession of the same.

Very truly yours,

Larry Walker

Director-Exterior Procurement Chrysler LLC

Douglas Doran, the director of interior purchasing for Chrysler who was responsible for purchasing interior components from the Debtor, participated in the decision to terminate Chrysler’s relationship with the Debtor and send the February 1, 2008 letter. Chrysler’s decision went back to the First Accommodation Agreement in February, 2007, when Chrysler essentially gave $6,900,000 to the Debtor that Chrysler was not contractually obligated to give. When the Debtor requested further financial accommodations from Chrysler in December, 2007, “red flags” were going up at Chrysler.' BBK was advising Chrysler at that time that the Debtor’s condition was deteriorating. By the middle of January, BBK was advising Chrysler that the Debt- or was insolvent. Chrysler looked at the draft of the Third Accommodation Agreement and the Debtor’s proposals and concluded that it would have to put in another $60,000,000 and perhaps up to $100,000,000 over the next four years. This was coming on the heels of a $1.6 billion loss in 2007 by Chrysler and Chrysler’s decision was influenced greatly by the recent experience it had with the bankruptcy case of Collins & Aikman in which Chrysler had put in $400,000,000 in accommodations for the troubled supplier. In sum, Chrysler perceived the Debtor to be in a “meltdown” and determined that it would be less costly to Chrysler to implement its own plan “B” by moving its tooling from the Debtor to other suppliers to resource the parts previously made by the Debtor for Chrysler. Chrysler understood in making this decision that there would be an initial interruption in its parts supply while it removed the tooling from the Debtor and resourced the parts to other suppliers. However, Chrysler had concluded that this initial interruption, although resulting in *103 the shut down of certain of Chrysler’s plants and the idling of substantial numbers of employees, would ultimately be less costly than continuing to provide financial accommodations to the Debtor and continuing its relationship with the Debtor.

Immediately after delivering the letter, Chrysler filed suit against the Debtor in Wayne County Circuit Court and obtained an ex parte temporary restraining order and order of possession that required the Debtor to immediately deliver possession of all of the tooling that it utilized in the production of Chrysler’s parts, allow Chrysler immediate access to the Debtor’s facilities to inspect, load, remove and transport the tooling, and to provide all reasonable and necessary assistance to Chrysler to take possession of the tooling. The restraining order was signed on Friday, February 1, 2008 at 3:35 p.m. Later that same day, the Debtor filed this Chapter 11 case.

On the next day, Saturday, February 2, 2008, Chrysler filed a motion for relief from the automatic stay so that it could be permitted to immediately enter onto the Debtor’s premises and remove the tooling used by the Debtor in production of Chrysler’s parts. The same day, Chrysler filed a motion requesting an expedited hearing regarding its motion for relief from stay, a memorandum of law in support and many supporting documents. On Monday, February 4, 2008, Chrysler filed an adversary complaint seeking an immediate temporary restraining order requiring the Debtor to turn over all of the tooling it used in production of Chrysler’s parts immediately to Chrysler. Chrysler also sought an immediate hearing in the adversary proceeding. On February 4, 2008, the Court conducted a hearing to determine whether to grant Chrysler an expedited hearing with respect to its motion for relief from stay in the bankruptcy case and with respect to its motion for preliminary injunctive relief in the adversary proceeding. The Court determined to grant Chrysler an expedited hearing, although not as soon as Chrysler wanted. The Court scheduled a hearing on the motion for relief from stay in the bankruptcy case and the motion for preliminary injunction in the adversary proceeding for February 13, 2008. Although not as accelerated as Chrysler wanted, the hearing was still scheduled to take place only 12 days after the commencement of the Chapter 11 case.

IV. Positions of the Parties

Chrysler requests that the Court lift the automatic stay of § 362 of the Bankruptcy Code to permit it to enter onto the Debt- or’s premises and take all of the tooling necessary for production of its component parts. Chrysler has paid over $167,000,000 for tooling used by the Debt- or to make parts for Chrysler and asserts that it owns the tooling that it has paid for. Chrysler acknowledges that there is approximately $13,400,000 of unpaid tooling that the Debtor uses in making component parts for Chrysler but says that it will immediately pay the $13,400,000 into an escrow account so that it may also take possession of the unpaid tooling as well as the paid tooling. Chrysler relies upon the tooling acknowledgments contained in the First and Second Accommodation Agreements (J. Exs. 104 and 106) as providing it with ownership of the tooling it has paid for and the right to immediate possession of both the paid and unpaid tooling, in accordance with the plain terms of those agreements. According to Chrysler, the Debtor has no rights in the paid tooling and any rights in the unpaid tooling will be extinguished upon payment by Chrysler of the remaining $13,400,000 owing. In the adversary proceeding, Chrysler requests turnover of all of the tooling by entry of an *104 order compelling the Debtor to immediately return the tooling and, until such time as the tooling is returned, an order compelling the Debtor to continue shipping existing inventory and component parts according to the price and terms established by previously submitted Chrysler purchase orders. Without the relief from the automatic stay and without the entry of a preliminary injunction, Chrysler alleges that it will suffer an interruption of supply, immediately idling many of its plants and employees and causing it catastrophic losses. Chrysler also contends that it properly terminated all of its contractual relationships with the Debtor in accordance with the terms of the governing documents. However, Chrysler further states that the Court need not adjudicate the propriety and effectiveness of its termination of the contractual relationships between Chrysler and the Debtor because, in any event, Chrysler is entitled to immediate possession of the Chrysler owned tooling and the unpaid tooling pursuant to the tooling acknowledgments contained in the First and Second Accommodation Agreements.

The Debtor argues that Chrysler failed to properly terminate its contractual relationship with the Debtor. Specifically, the Debtor asserts that Chrysler’s letters of January 15 and 16, 2008, and its termination letter of February 1, 2008, are ineffective under the Amended Long Term Productivity Agreement, purchase orders and general terms and conditions. The Debtor further asserts that it is premature in such an early stage of this Chapter 11 case to grant any relief from the automatic stay to Chrysler. Even though the First and Second Accommodation Agreements contain tooling acknowledgments, the Debtor maintains that it still has an interest in both the paid and unpaid tooling, and that all of this tooling is necessary to an effective reorganization of the Debtor. The Debtor contends it would be inconsistent with the policies of Chapter 11 to permit Chrysler in the infancy of this ease to take possession of the tooling. The Debtor alleges that if the Court were to grant such relief to Chrysler, the Debtor would immediately be forced to close many of its plants and would be unable to continue to provide its other Major Customers with their component parts, thereby effectively ending the Debtor’s business. The Debtor also argues that even if Chrysler is able to show that it is likely to be successful in ultimately obtaining possession of the tooling in the adversary proceeding, the Court should not grant preliminary injunctive relief in the adversary proceeding because any harm suffered by Chrysler is somehow “self inflicted,” and that Chrysler could avoid any such harm by continuing to leave its tools with the Debt- or and continuing to purchase product from the Debtor. Further, even if Chrysler does experience harm in the absence of an injunction, the Debtor argues that such harm is not irreparable and, in any event, is greatly outweighed by the harm that the Debtor would suffer if the injunction is granted.

The Revolving Lenders assert that any accounts receivable owing by Chrysler to the Debtor are part of the collateral for their revolving lending facility. Therefore, the Revolving Lenders assert that any relief for Chrysler should be conditioned upon Chrysler paying its accounts receivable purchasing the Chrysler inventory and paying for any unpaid tooling. The First Lien Term Lenders assert that they hold a lien upon both the paid and unpaid tooling used by the Debtor to make Chrysler’s parts and that the tooling acknowledgments contained in the. First and Second Accommodation Agreements are ineffective to extinguish their interest in the tooling. The Second Lien Term Lend *105 ers also assert that they hold a security interest in the paid and unpaid tooling and, while differing in their views regarding the priorities of the various liens in the tooling, agree with the First Lien Term Lenders that any tooling acknowledgments contained in the First and Second Accommodation Agreements are ineffective to extinguish their interest. The Revolving Lenders, the First Lien Term Lenders and Second Lien Term Lenders all oppose the relief requested by Chrysler.

Several other creditors, including some of the fabricators of the tooling, also assert an interest in the tooling and oppose some or all of Chrysler’s various requests for relief. The Committee also opposes Chrysler’s motions and argues that such relief would, if granted, destroy the Debt- or’s business and effectively end this Chapter 11 case. The other Major Customers concur with Chrysler’s view of the legal efficacy of the tooling acknowledgments contained in the First and Second Financial Accommodation Agreements, to which they are also parties, but take no position regarding whether there is some other basis to deny the relief requested by Chrysler.

V. The Motion to Lift Stay Under Section 362

A. Does the automatic stay of § 362 apply to prevent Chrysler from taking immediate possession of the tooling?

Section 362(a) of the Bankruptcy Code operates as a stay applicable to all entities with respect to “(3) any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate.” The first issue then is whether the tooling, both paid and unpaid, is property of or from the Debtor’s bankruptcy estate that is subject to the automatic stay.

The evidence shows that Chrysler paid to the Debtor over $167,000,000 for tooling, and that there remains approximately $13,400,000 owing by Chrysler with respect to some of the tooling utilized by the Debtor to make parts for Chrysler. There are therefore two categories of tooling at issue: the tooling paid for by Chrysler, which comprises the vast majority of the tooling, and the unpaid tooling. Chrysler asserts that it owns the tooling it has paid for and it is therefore not property of the estate.

The term “tooling” as used in the automobile industry generally refers to certain tangible personal property that it is used to make metal or plastic parts for an automobile. Donald Coates, the Debtor’s vice president of manufacturing, planning and strategy, explained that there are generally three types of tooling. Arthur Nelson, the senior director of the operations group at BBK also testified regarding the three types of tooling. Basically, the two witnesses agreed that there are “primary tools,” consisting of a mold, stamp or die; “secondary tools” such as a sensor for quality requirements or the end of an arm tool on a robot; and “secondary equipment” consisting of stand alone pieces of equipment. Generally, Chrysler -issues purchase orders for the required tooling to its parts supplier, in this case the Debtor, and then pays the supplier for the tooling after the tool has been manufactured, tested and approved. The tool manufacturer is then paid by the supplier. The tooling is used by the supplier at its premises and is stamped with an identification as Chrysler’s tool. In this case, Chrysler maintains a list of the tooling (J. Ex. 103) that includes both paid and unpaid tooling. Chrysler relies on the tooling acknowledgments contained in the First and Second Accommodation Agreements to support its assertion that the Debtor does not have an interest in any of the tooling paid for by *106 Chrysler and therefore it is not protected by the automatic stay of § 362. The Court disagrees. Even with respect to the tooling paid for by Chrysler, it is undisputed that the Debtor presently holds a posses-sory interest in that tooling. That interest alone is sufficient to constitute an interest under § 541 of the Bankruptcy Code and sufficient to invoke the provisions of the automatic stay of § 362(a)(3).

Under § 541(a)(1), property of the estate includes “all or legal or equitable interests of the debtor in property as of the commencement of the case.” “[T]he term ‘property’ has been construed most generously and an interest is not outside its reach because it is novel or contingent. ...” Segal v. Rochelle, 382 U.S. 375, 379, 86 S.Ct. 511, 15 L.Ed.2d 428 (1966). “In fact, every conceivable interest of the debtor, future, nonpossessory, contingent, speculative, and derivative, is within the reach of § 541.” In re Yonikus, 996 F.2d 866, 869 (7th Cir.1993). Even a bare pos-sessory interest such as a tenancy at sufferance, is “an interest in real property within the scope of the estate in bankruptcy under section 541.” Convenient Food Mart No. 144, Inc. v. Convenient Industries of America, Inc. (In re Convenient Food Mart No. 144, Inc.), 968 F.2d 592, 594 (6th Cir.1992) (citations omitted).

Even assuming that the Debtor has only a possessory interest in the tooling paid for by Chrysler, that is a sufficient interest by itself to cause the application of the automatic stay. If that is so, then it necessarily follows that the Debtor has a sufficient interest in the unpaid tooling to constitute an interest in property of the estate under § 541(a) and therefore to also invoke the automatic stay provisions of § 362(a)(3) with respect to such unpaid tooling. The tooling need not be “owned” by the Debtor in order for the stay to apply. The stay protects interests in property whether an ownership interest, possessory interest or some other interest. Thus, without deciding the nature or extent of the Debtor’s interest in both the paid and unpaid tooling, and without diminishing any of Chrysler’s rights in both the tooling that it has paid for as well as the unpaid tooling under the tooling acknowledgments, it is clear to the Court that the automatic stay applies to both categories of tooling.

B. Is there cause to lift the stay under § 362(d)(1)?

Section 362(d)(1) of the Bankruptcy Code provides that on request of a party in interest and after notice and a hearing, the Court shall grant relief from the automatic stay, such as by terminating, annulling, modifying, or conditioning such stay “(1) for cause, including the lack of adequate protection of an interest in property of such party in interest.” The Bankruptcy Code does not define “cause” as used in § 362(d)(1). Therefore, under § 362(d)(1), “courts must determine whether discretionary relief is appropriate on a case by case basis.” Laguna Associates L.P. v. Aetna Casualty & Surety Co. (In re Laguna Associates L.P.), 30 F.3d 734, 737 (6th Cir.1994). “As used in § 362(d)(1), the term ‘cause’ is a broad and flexible concept which permits a bankruptcy court, as a court of equity, to respond to inherently fact-sensitive situations.” In re Indian River Estates, Inc., 293 B.R. 429, 433 (Bankr.N.D.Ohio 2003) (citation omitted). “In determining whether cause exists, the bankruptcy court should base its decision on the hardships imposed on the parties with an eye towards the overall goals of the Bankruptcy Code.” In re C & S Grain Co., 47 F.3d 233, 238 (7th Cir.1995) (citation omitted) (finding that a modification of the stay was “for the benefit of all involved”).

*107 In this case Chrysler asserts that the cause to lift the automatic stay consists of the following: