Devonshire pga plan support agreement

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Devonshire pga plan support agreement

  1. 1. Case 13-12460-CSS Doc 45-2 Filed 09/25/13 EXHIBIT A Proposed Order 13 Page 1 of 21
  2. 2. Case 13-12460-CSS Doc 45-2 Filed 09/25/13 Page 2 of 21 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x : In re: : : DEVONSHIRE PGA HOLDINGS, LLC, : 1 et al., : : Debtors. : : ---------------------------------------------------------------x Chapter 11 Case No. 13-12460 (CSS) (Jointly Adminstered) Re: Docket No. _______________ ORDER, PURSUANT TO SECTIONS 105 (a) AND 365(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE ASSUMPTION OF RESTRUCTURING SUPPORT AGREEMENT Upon consideration of the motion (the “Motion”) 2 of the debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”) for an order pursuant to sections 105(a) and 365 the Bankruptcy Code, as supplemented by Bankruptcy Rule 6006, authorizing the Debtors to assume that certain Restructuring, Lockup And Plan Support Agreement, dated as of September 17, 2013 (together with all exhibits thereto, the “RSA”), entered into by and among the Debtors and ELP West Palm, LLC as Senior Lender (“ELP”) (collectively, the “Parties”); and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware 1 The Debtors are the following four entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): Devonshire PGA Holdings, LLC (2843) (“Holdings”), Devonshire at PGA National, LLC (2904) (“Devonshire”), Chatsworth at PGA National, LLC (3412) (“Chatsworth at PGA”) and Chatsworth PGA Properties, LLC (3472) (“Chatsworth Properties”, together with Devonshire and Chatsworth at PGA, the “Operating Debtors”). The mailing address of each of the Debtors, solely for purposes of notices and communications, is 100 Devonshire Way, Palm Beach Gardens, FL 33418. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. 1
  3. 3. Case 13-12460-CSS Doc 45-2 Filed 09/25/13 Page 3 of 21 dated as of February 29, 2012; and due and adequate notice of the Motion having been given; and it appearing that no other or further notice need be provided; and the Court having heard the evidence and statements of counsel regarding the Motion and having determined that the legal and factual bases set forth in the Motion and attested to in the Rundell Declaration establish just cause for the relief granted herein; and it appearing that the relief requested by this Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED that: 1. The Motion is GRANTED to the extent set forth herein. 2. The Debtors’ are authorized to assume the RSA, a copy of which is attached hereto as Exhibit 1, effective upon entry of this Order. 3. The RSA shall be binding and enforceable against the Parties in accordance with its terms. 4. The failure to describe specifically or include any particular provision of the RSA or related documents in the Motion or this Order shall not diminish or impair the effectiveness of such provision, it being the intent of this Court that the RSA be assumed by the Debtors in its entirety. 5. The RSA and any related agreements, documents, or other instruments may be modified, amended, or supplemented by the parties thereto, solely in accordance with the terms thereof. 6. The Parties are granted all rights and remedies provided to them under the RSA, including, without limitation, the right to specifically enforce the RSA in accordance with its terms. 2
  4. 4. Case 13-12460-CSS 7. Doc 45-2 Filed 09/25/13 Page 4 of 21 No default exists under the RSA, and, therefore, the Debtors are not required to satisfy the requirements of section 365(b)(1) of the Bankruptcy Code. Accordingly, the Debtors are not required to: (a) cure, or provide adequate assurance that the Debtors will promptly cure, any default under the RSA; (b) compensate, or provide adequate assurance that the Debtors will promptly compensate, the Parties to the RSA for any actual pecuniary loss resulting from any default; or (c) provide adequate assurance of future performance of the RSA. 8. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 9. The automatic stay set forth in section 362 of the Bankruptcy Code is modified, to the extent necessary, to permit the delivery of the notice of termination of the RSA and the termination of the RSA, if applicable, pursuant to its terms. 10. The Debtors are hereby authorized and empowered to take all actions necessary to implement the relief granted in this Order, and such actions shall not constitute a solicitation of acceptances or rejections of a plan pursuant to section 1125 of the Bankruptcy Code. 11. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, enforcement and/or interpretation of this Order. Dated: October ___, 2013 Wilmington, Delaware ______________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE 3
  5. 5. Case 13-12460-CSS Doc 45-2 Filed 09/25/13 Page 5 of 21 Exhibit 1 Restructuring, Lockup And Plan Support Agreement, dated as of September 17, 2013 (“RSA”) 1
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