Okaloosa County BOCC — June 17, 2014 — Assignment of Advantage Lease to DTG — reading text

Page 3 of 76 at the offices of Butler Snow LLP, 1020 Highland Colony Parkway, Suite 1400, Ridgeland, MS 39157; (vi) To seta deadline for filing objections or other responses to the Sale Motion such - that any objection or other response to.the Sale Motion be filed electronically. through the Court’s ECF system, and served electronically on all parties enlisted to receive service electronically, on or before Monday, March 17, 2014; (vii) To seta Preliminary Hearing on the Sale Motion on ‘Tuesday, Mareh'18, 2014, at 2:30 p.m. (prevailing Central Time). in the United States Courthouse, 501 E, Court Street, 4"" Floor, Courtroom 4D, Jackson, MS 39201; (vil) To set.a Final Hearing on the Sale Motion for Wednesday, March 19, 2014, at 1:30 p.m. (prevailing. ‘Central Time) in the United States Courthouse, 501 E. Court Street; 4" Floor, Courtroom 4D, Jackson, MS 39201; and (ix) For such other and further relief as the Court deems just and proper. ‘On March 7, 2014, the Court entered its Order Granting Motion of Deblor jor Order Shoriening Notice Period and Setting Preliminary and Final Hearing on Motion to Approve the Sale und the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases for Remaining Locations [Docket No. 468] (the “Order Shortening Time”) in which: the Court, among other things, ordered: | (a) that the bid deadline for Non-Transfermed Locations purguant. to the Sale Motion will be Friday, Match 14, 2014 at 5:00 p.m. (prevailing Central Time); 0) that if there is more than one Qualified: Bidder that has submitted a bid for some or all of the Non-Transferred Locations, the Debtor is hereby: authorized to ‘conduct an Auction for the Non-Tr ansferred Locations on Monday, Match 17, 2014, beginning at _ 10:00 a.m. (prevailing Central Time), at the olfices of Butler Snow 1. LP, 1020 Highland Colony Parkway, Suite 1400, Ridgeland, MS 39157; {e) that ‘any objection or other response to the Sale Motion siust' be filed 7 electronically through the Court’s ECF system, and seryed electronically on all parties -ehlisted to receive service ‘electronically, r no later thari Monday, March 17, 2014; . “(d) . that @ Preliminary Hearing on the Sale Motion will be set for Tuesday, March 18, 2014 at 2:30 p,m. (central time) (the “Preliminary Hearing”), or as soon thereafter as counsel may bé heard, before the Honorable Edward Ellington, United States Bankruptcy Judge, al the United Siates Courthouse, 501 E, Court Street, an Floor, Courtroom 4D, Jackson, MS 39201; Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 4 of 76 (6) — ‘that'a Final Heating on the Sale Motion will be set for Wednesday, March 19, 2014 at 2:30 p.m. (central time) (the “Final Hearing”), or a3 soon thereafter as counsel -may be heard, before the Honorable Edward Ellington, United States Bankruptcy Judge, at the United States Courthouse, 501 -E. Court Street, 4" Floor, Courtroom 4D, Jackson, MS,39201; (f) that the Debtor shall mail a copy of the Sale Motion and this Order [the Or der Shortening Time] to: (a) the Office of the United States Trastee for the Region 5; (b) Counsel for the DIP Lender; (c) the counterparties 10 those certain executory coritracts and those certain unexpired leases of non-residential real property related to the Debtor’s business, including, but not limited to, the non-residential real property leases that are identified in the Debtor’s Schedule G filed on December 19, 2013 [Dkt. # 288]. Those parties requesting notice pursuant to Rule 2002 -will obtain a copy of this Order [the Order Shortening Time] and the Sale Motion through the Couit’s CM/ECF system; and (g) that (1) the notice of the shortened Objection Deadlines and the shortened notice of the Final Hearing on the Sale Motion are appropriate ‘in these. particular circumstances, and (2) the: opportunity fora hearing is appropriate in these particular sireumstances and shall be deemed sufficient for all purposes undei the Federal Rules of Bankruptcy Procedure, | As reflected in. the Nolice of Debior 's Intent to Conduct Auction of Certain Non- Transferred Locutions [Docket No, 478], the Debtor received two bids for certain specified Non-Transfetned Locations, An affiliate of Avis Bud get Group, Ine. (Avis submitted one bid (the “Avis Bid”), and The Hertz Cor rporation, oran affiliate thereof. CHen 2") submitted another bid (the “Hertz Bid”): Both the Avis Bid and the: Heitz Bid were deemied to be Qualified Bids by. “the Debtor and its professionals. The Debtor, therefore, pave notice that it intended ‘to conduct an Auction for the specified Non-Transferred Locations on Monday, March 17, 2014, beginning at 10;00 a.m, (prevailing Central Time), at the offices of Butler Snow LLP, 1020 Highland. Colony Parkway, Suite 1400, Ridgeland, MS 39157. The Court finds that the Auction was conducted on March 17, 2014 in accordance with the Order Shortening Tine, and to the extent the Debtor modified any Bidding Procedures, such inodifications were within the permissible limits of the Order Shortening Time, were within the reasonable business judgment of the Debtor, and were agreed to by the partiés. ofA Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 5 of 76 The Couirt had “set the Sale Motion for final heating on March 19, 2014 (the “Sale Hearing”) at which time all-interested parties would have an opportunity. to be heard :with _ Fespect to ‘the Sale Motion. The Court has reviewed and considered the Sale Motion and the Order Shortening Time and finds that all objections to the Sale Motion have been withdraws or yesolved on the tetms set forth in-this Order, The Cowt further-reviewed and considered the Notice to Counterparties to Executory Contracts and Unexpired Leases Debtor May Assume and | Assign [Docket No. 126]; the Notice to Counterparties to Executory Contracts and Unexpired Leases with Debtor Who Filed Timely Objections io Sale Motion [Docket No. 226]; and the Order (D) Approving Purchase Agreement, (Il) Authorizing Sale Free and Clear of All Liens, Claims, Enesanibrarices, and Other Interests, and (HD Granting Related Relief: (Docket No. 326] (the “Catalyst Sale Order”),,as well as statements of counsel in support of the rélief requested in - the Sale Motion, atid finds that all objections and responses to the relief requested in the Sale. Motion have been withdrawn ‘or resolved ‘on the terms sét forth in this’Order, The Cowit further. finds as follows: (@) due notice of the Salé Motion aid the Order Shortening ‘Time was provided to all parties in interest; (ji) the relief requested in the Sale Motion is in the best interests of the Debtor, its estate, and all other paities-in-interest (Hit) the Court has jurisdiotion over this matter and (iv) the legal and factual bases set forth in the Sale Motion establish just cause for the relief rated hevein, _ After due deliberation thereon, the court expressly finds as Follows: Jurisdiction, Venue and Final Order A. — This Court has jurisdiction to hear and determine the Sale Motion pursuant to 28 U.S.C. § 1334. This is.a core proceeding pursuant to 28 U.S.C, § 157(b)(2), ‘Venue is proper: in this District and in this Court pursuant fo 28 U.S.C. §§ 1408 and 1409, ~5- Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 6 of 76 B. This Order constitutes a final order within the meating of 28 U.S.C, § 158(a). Notwithstanding Bankruptcy Rules 6004(h), 6006(d) and 7062, and to the extent necessary wider . Bankruptey Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy. Rule 7054, this Court expresaly fi finds that there is no just reason for delay i in the implementation of this Order and expressly directs entry of this ‘Order as sel forth herein, Nofice of the Cure Amouits, the Sale Motion, the Bid Deadline, the Auction and the Sale Hear ins C, ‘As evidenced by the certificates of service filed ‘with this Court (of which the Court takes judicial notice) proper, imal, adequate and sufficient notice of the Cure Amounts, the Sale Motion, the Bid a aa (as set forth in the Order Shorening Time), and the Sale Code. and sSeakotay Rules 2002, 6004, 6006 and 9014, ‘The Debtor has complied with all obligations to provide notice of the Sale Motion, the Bid Deadline, and the Sale Hearing as required by the Sale Motion and Order Shortening Time, The aforementioned notices are good, | sufficient and appropriate under the circuinstances, and no other or further notice of the Sale Motion, the Bid Deadline, cor the Sale Hearing is feared for the entry of this Order, D. A reasonable opportunity to abject or to be‘heard regarding the relief requested in ‘the Salé Motion was afforded to all interested persons and entities, including, without limitation: ry) the Ottice of the United States ‘Trustee for Region V; Gd the creditors listed on the List of Creditors Holding 20 Largest Unsecured Claims; (iii) the Axsistant United States Auorney for the Southein District of Mississippi; Gv) all counterparties to the Debtor’s executory contracts and unexpired leases; and (y) those patties who have formally filed requests for notice in this chapter 11 case pursuant to Bankruptcy Rule 2002. 6s Case 13- 03332- ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 7 of 76 E, The Debtor previously served a notice (as amended, modified -or. otherwise - supplemented from time to tiie; the “Cure Notice”) of the potential assuinption and assi gtiment of the Assigned Contracts and of the amount necessary to cure any defaults pursuant to section 365(b) of the Bankruptcy Code (the Cure Amounts”) upon each non-Debtor counterpatty to an, Assigned Contract,” The service and provision of the Cure Notice was good, sufficient and “appropriate under the circumstances and no further notice need be given in respect of assumption . and assignment of the Assigned Contracts, including with respect to adequate assurance of future performance, or establishing a Cure Amount for the respective Assigned Contracts. Non-Debtor counterparties to ‘the Assigned Contracts have had an. adequate opportunity to ‘object to assumption and assignment of the applicable Assigned Coniiaste and the Cure Amounts set forth in the Cure Notice Gneludi ng objections related to the adequate assurance of future performance and objections based on whether applicable law excuses ‘the jior-Debtor: ‘counterparty from accepting performance by, ot rendering potformants to, Avi and Hertz, respectively, as the | Purchasers, for purposes Of section 365(0)(1) of the Bankr uptey Code). F, ~The deadline to-file an objection to the assuinption and assignment to’ ‘Avis and Hertz, respectively, as the Purchasers, of any Assigned Contract (a “Contract Objection”) bas expired, and to the extent atiy not-Debior counterparty to-an Assigned Contract timely filed a Conte act Objection, all such Contract Objections have been. (i) resolved or withide. awn as set forth dn Docket Nos, 158, 159, 160, 180, 189, 203, 242, 246, 258, 260, 273, and 326 of-on the terms set forth in this Order; or (ii) overruled, To the extent that any non-Debtor counterparty to an Assigned Contract did not file a Contract ‘Objection ‘by the applicable Contract Objection Headline, neh entity shall forever be bated and estopped from: (a) objecting to the Cure ‘See Notice to Couiterparties to Executory Contracts and Unoxpired ‘Leases Debtor May Assume and Assign [Dackét No. 126]. Do Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 8 of 76 - Amount as the amount necessary to cure all defaults to satisfy section $65 of the Bankruptcy Code or from asserting that any additional ‘amounts are due or any additional defaults exist (including, without limitation, any defaults arising from any provisions in such Assigned