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

respectively, as the Purchasers, as the case may be, to enforce every term and condition of such Assigned Contract. The validity of the assumption and assignment of any Assigned Contract to Avis and Hertz, respectively, as the Purchasers, shall niot be-affected by any existing dispute beeen the Debtor and any counterpaity to such Agsipned Contract. Any party that may have had the right to consent to the assignment of any Assigned Contract is desmed to have consented for the purposes of section: 365(e)(2)(A)(ii) of the Bankruptcy Code. 26. Uniless Avis and Hertz, respectively, as the Purchasers, otherwise. expt ressly apree in writing, (a) all defaults ot other obligations of the Debtor under the Assigned Contracts ~36- Case 13-03332-ee Doc 498 _ Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 37 of 76 arising or accruing prior to the Closing Date (without giving effect to any acceleration clauses or any default provisions of the kind ‘specified in. section 365(b)(2) of the Bankruptcy Code) shall be deemed enred upon payment of the Cure Amounts, ad Avis and Hertz, respectively, as the Purchasers, shall have no Hability or obligation arising or accruing under the Assigned Contracts on or prior to the Closing Date, except as otherwise expressly set forth in the Avis Term Sheet and the Hertz Term Sheet, and (b) each non-Debtor party oan Assigned Contract is forever batted, estopped and petmanenily enjoined from asserting against Avis and Hertz, respectively, as the Purchasers, or its assets ot property (incliding, without limitation, the Non-Transferred Locations), any default existing as of the Closing Date, any Lien or Claim, | counterclaim, breach, condition, setoff (except with respect to setoffs that were effected prior to . the Petition Date), or other claim asserted ot capable of being ‘asserted against the Debtor. Other than the Assigned Contracts, Avis and: Hertz, respectively, as the Purchasers, have assumed none of the Debtor’s other contracts or leases and shall have no fiability whatsoever ‘thereunder: | 27... The assignments of each of the Assigned Contracts by the Debtor fo Avis. and . ‘Hertz respectively are made in good faith under sections 363(b) arid (m) of the Bankruptcy Code and ate consistent with prior Orders of the Bankruptey Court and the Hertz Settlement. Further, each of the Assigned Contracts by the Debtor to Avis and Hertz, tespectively is properly assimable by the Debtor and assignable to Avis or Hertz, iospectively, as the Purchasers. 37+ Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 38 of 76 Other Provisions: 28. . For avoidance of doubt, the sales process described herein was in conformity with the Hertz Settlement. 29. Avis and Hertz, respectively, as the Purchasers, shall not be required to seek or obtain relief from the atitomatic atay under section 362 of the Bankruptcy Code fo enforce any of its remedies imder the Avis Term Sheet:and the Hertz Term Sheet or any other sale-related document, The automatic stay imposed by section 362 of the Bankruptey Code is modified solely to the extent necessary to implement the preceding sentence, provided however that this “Court shall retain exchisive jurisdiction over aity and all disputes with respect thereto. 30. Nothing in this Order or the Avis Term Sheet and the Hertz Term Sheet releases, nullifies, precludes, or enjoins the enforcement of any (a) obligation to a governmental unit under police and regulatory statutes, (b) regulations that any entity would be subject to as the: owner ar operator of property after the date of entry of this Order, of (c) obligations to pay.ad valorem taxes and to remit customer facility haviies (CFCs) to local governmental entities, Nothing in this Order or the Avis ‘Tem Sheet and the Hertz Term Sheet divests any tribunal of “any jurisdiction it imay inive under environmental law or other. governmental regulatory ton-bankruptcy law. " ‘The tern“ Merle Settlement" nieans, collectively, the following: (i) that certain Settlement Agreement by and among the Debtor, The Hertz Corporation, Purchasers, FSNA and Tom McDonnell dated as of December 17, 2013. (together ‘with. the Releases (as defined in such Settlement. Agreement) and -all related agreements, amendments, documents of instruments and all exhibits, schedules and addenda to the Settlement Agreement or-any Release, collectively the “Hertz Settlement Dacumenis”), as amended by those-certain amendments to the Hertz Settlement Documents as approved in that certain Agreed Order Granting Molion of Debior for Entry of an Order to Amend Settlement Agreement with Hertz Corporation sand Other Parties. and Granting Related Relief (the “Hertz Setilement Amendment Order) (Docket 'No. 447), and (ii) the related Releases (as defined in the Hertz Settlement Apreeinent), each, as approved by that-certain Order Granting Expedited Motion of Debtor to Compromise and Setile Claims and Disputes Pursuant to Fed. R: Banke, P. 9019 (Docket No. 293) (the “Hertz Settlement Approval Order"). , +38. Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 39 of 76 3), This Order is binding upon and inures to the benefit of any successors and assigns of the Debtor ot Avis and Heitz, fespectively, as the Putchasers, including any trustee appointed j inany subsequent case of the Debtor under chapter 7 of ihe Bankruptcy Code. 32, This Order and the Avis Term Sheet and the Hertz Term Sheet shall be binding in-all respects upon Catalyst, all creditors of (whether. known or tinknown) the Debtor, all holders of equity interests in the Debtor, any holders of Liens or Claims in, against, or on all or any portion of the Non-Transferred Locations, all non-Debtor ‘counterparties to the Assigned . Contracts, all siiccessors and assigns Avis and Hertz, respectively, as the Purchasers, the Debtor and its affiliates and subsidiaries and any subsequent trastees appointed in this chapter 11 case or ape a éonyerston to chapter 7 under the Bankruptey Code, and shall not be subject to rejection. | 33. Nothing contained in any chapter 11 plan confirmed in the Debtor's chapter 11 caso, any otder confirming any such chapter 11 plan or any order approving wind-down or dismissal of this chapter Il ‘cases or any subsequent ‘chapter 7 cases shall conflict with or derogate from the provisions of the Avis Term Sheet and the Hertz Tem Sheet or this Order, and to the. éiient of: any conflict or derogation between this Order or the Avis: Term, Sheet and the Hertz Term Sheet and such future plan or order, the terms of this ‘Order and the Avis Term: Sheet and the Hertz Term Sheet shall control. 34, The provisions of this Order and the Avis Term Sheet and the Hertz Term Sheet ate non-severable and mutually dependent. To the extent any provisions of this Order conflict with, or are otherwise inconsistent with, the terms and conditions of the Avis Term Sheet and the Hertz Term Sheet or the Sale Motion and Order Shortening Time, this Order shall govern and control. Case 13-03332-ee Doc498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 40 of 76 35. The Avis Term Sheet and ihe Hertz Term Sheet-and any related agreements, documents or other instruments ‘may be modified, amended or supplemented by ‘the parties thereto and Catalyst, in accordance with the terms thereof, without further order of the Coutt, provided that aiiy such modification, amendment or supplement does not have a material adverse effect an the Debtor's estate. 36. No bulk sales law or any similar law of any state or other jurisdiction shall apply in-any way to the transactions authorized herein, including, without limitation, the Avis Term Sheet and the Hertz Term Sheet and the transactions, | | | 37. The Court shall retain exclusive jurisdiction to, among other things, interpret, implement, and enforce the tetms and provisions of this Order and the Avis Term Sheet and the Hertz Term Sheet, all amendments theteto and any waivers and consents thereunder and each of the agreements executed in connection therewith to which the Debtor is a party or which has been assigned by ihe Debtor to Avis and Hertz, respectively, as the Purchasers, or its designees, and to adjudicate, af necessary, any and all disputes concemting or relating in any way t0 ‘the ~ {ransactions. This Court retains jurisdiction to compel delivery of the Non-Transfetred Locations, to. protect Avis and Hertz, respectively, as the Purchasers, and its assets, including - the Non-Transferred ‘Locations, against any Claims, Liens, and Successor or “Transferee Liability and to enter orders, as appropriate, putspant to sections 105, 363 or 369 (or other ‘applicable provisions) of the Bankruptey Code necessary to transfer the Non-Tratisfetred Locations and the Assigned Contracts to Avis and Hertz, respectively, as the Purchasers,.: - 38, The requirements set forth.in Bankruptcy Rules 6003(b), 6004 and 6006 have been satisfied or otherwise deemed waived. wAQu Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 41 of 76 39, As provided by Bankruptey Rules 7062-and 9014, the terms and conditions of this Order shall be effective immiediately upon entry and shall not be subject to the stay provisions doiitainied in Bankruptey Rules 6004(h) and 6006(d),. Time is of the essence in closing the sale and the Debtor and ‘Avis and Hertz, respectively, as the Purchasers, intend to close the gale as soon as possible, ; 40. ‘The Preliminary Objection of The Hertz Corporation to the Debtor's Sale Motion and Bidding Procedures [Docket No. 474] has been résolyed and will be withdrawn, “Al, - The Allegheny County Airport Authority 's Limited Objection to Debtor's Motion to Approve Sale, Assumption and Assignment of Non-Transferred Locations [Docket ‘No, AR3] ig resolved based ‘on assurances by The Hettz Corporation, the Purchaser under the Hertz Terni Sheet, that, upon assumption.and assignment to Hertz of Contract 0764-C (the “Pitisbuagh | Concession Assignment Agreement’) a and Contract 0124-C (the “Pétisbargh Service Facil, . Car Rental Thrift y”) al the Pittsburgh irernationl Ainport, and Thr ify and Hertz will som with all rules and repillations applicable to the airport tenants, and as iriay be established fiom: - time-to-time, as well as all terms and vouditions stated in the above-teference agreements. | 42. ‘Phe Limited Objection of Louisville Regional Alrport Authority to Motion of Debtor jor Entry of an Or. der Appi coving the Sale and Assumption and Assignment of Certain Executory Contacts and Unexpir ed Leases [Docket No. 479), is resolved as. follows: Notwithstanding anything. to: the. contrary in this Order, the assumption by the Debtor and: assignment lo Avis of the Louisville Concession Agreement shall be subject to ‘hotice to the Court by the Louisville Authority of payne of the Cure Aimoant ‘to the Louisville Authority, and the Louisville Authority’s consent to the assumption and assignment of the Louisville ~4l- Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 42 of 76 Concession Agreement. The parties reserve all rights with respect to the Louisville Objection in the event the Louisville Authority does not consent to such assumption and assignment. For the avoidance of doubt, the Louisville Authority shall have no obligation to permit Avis,.as the Pur chaser, to have possession of the Louisville Non-Transterred Location until () the Louisville Authotity provides notice to the Court of payment. of the curé amount to the Louisville Authority and the Louisville Authotity’s consent 1o assignment, which notice shall resolve the Louisville Objection or (ii) this Court etiters a final, nort-appealable order tiling otherwise. HHEND OF ORDERAH ORDER SUBMITTED BY: Stephen W. Rosenblatt (Miss. Bar # 5676)