Devonshire pga plan support agreement

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EXHIBIT A

Proposed Order

Case 13-12460-CSS Doc 45-2 Filed 09/25/13 of 21

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

--------------------------------------------------------------- In re: DEVONSHIRE PGA HOLDINGS, LLC, et al.,1 Debtors. ---------------------------------------------------------------

x : : : : : : : : 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.


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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.


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7. 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


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Exhibit 1

Restructuring, Lockup And Plan Support Agreement,

dated as of September 17, 2013 (“RSA”)


Devonshire pga plan support agreement

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