DISTRICT OF MAINE Breda a Limited Liability Company Jointly Admini - PDF document

1 DISTRICT OF MAINE Breda, a Limited Liabi
DISTRICT OF MAINE Breda, a Limited Liability Company, Jointly Administered ORDER ON SECOND JOINT MOTION FOR CONTINUED AUTHORITY TO USE CASH COLLATERAL Upon the Second Joint Motion for Continued Authority to Use Cash Collateral [Dkt. No __] (the “Motion”) of the above-captioned debtors (the “Debtors”) seeking entry of an Order authorizing the Debtors, pursuant to §§ 105, 361 and 363 of title 11 of the United States Code (the “Bankruptcy Code”), to continue using cash collateral on a final basis for the period of September 3, 2018 to December 30, 2018, as to Breda and September 3, 2018 to December 23, 2018 as to Tempo Dulu, and after a final hearing on the Motion on August 30, 2018, and, after due deliberation having been had, and sufficient cause appearing therefore, and the Debtors having asserted for the 1.On March 28, 2018 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy 2.Prior to the Petition Date, Breda and/or Tempo Dulu entered into certain loantransactions with various lenders. Pursuant to certain security agreements and assignments of leases and rents entered into by Breda and/or Tempo Dulu (all as more particularly described in Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Motion.Nothing asserted herein shall be used to prejudice or estop any party from subsequently contesting any of thefactual assertions for any other purpose. Case 18-20157 Doc 152 Filed 08/30/18 Entered 08/30/18 15:37:55 Desc Main Document Page 1 of 5 the Motion), certain lenders may have an interest in the cash collateral of one or both of the Debtors, including the lenders ide

2 ntified in the Motion.3. The Court previ
ntified in the Motion.3. The Court previously authorized the Debtors to use cash collateral on an interim basis through the Court’s Interim Order on Joint Motion for Authority to Use Cash Collateral [D.E. 47], dated April 5, 2018, and the Second Interim Order on Joint Motion for Authority to Order on Joint Motion for Authority to 4. On June 1, 2018, the Court entered the Final Order on Joint Motion for Authority to Use Cash Collateral [D.E. 127], which authorized the Debtors to use cash collateral on a final basis in accordance with the cash plans attached thereto through September 2, 2018. , upon the Motion and the record of the proceedings heretofore held In the manner reflected in the certificates of service filed on the dockets of the Debtors’ cases, the Debtors have given notice of the Motion as provided for by the terms of the Motion. Such notice in the manner reflected on the certificates of service represents sufficient and adequate notice of the Motion pursuant to Bankruptcy Rules 4001 and 9014 and no further notice of Consideration of the Motion constitutes a “core proceeding” as defined in 28 U.S.C. §§ 157(b)(2)(A), (K), (M) and (O). This Court has jurisdiction over these proceedings and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157 and 1334. No committee, examiner or trustee has yet been appointed in either of the The Debtors reserve the right to contest the validly and extent of any and all interests of any of the lenders in any collateral of the Debtors and nothing set forth herein shall be deemed an admission of any lender’s interest, if any, in any collateral. Case 18-20157 Doc 152 Filed 08/30/18 Entered 08/30/18

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15:37:55 Desc Main Document Page 2 of 5 Good, adequate and sufficient cause has been demonstrated to justify the granting of the relief requested herein. 1.The Debtors are hereby authorized to use cash collateral on a final basis for thefollowing periods in accordance with the terms of the Breda Cash Plan (attached hereto as Exhibit )and Tempo Dulu Cash Plan (attached hereto as Exhibit B): (i) as to Breda, the period of September 3, 2018 to December 30, 2018 (the “Breda Second Cash Collateral Period”); and (ii) as to Tempo Dulu, the period of September 3, 2018 to December 23, 2018 (the “Tempo Dulu Second Cash Collateral Period”). 2.Notwithstanding any provision of the Bankruptcy Code or the Bankruptcy Rulesto the contrary, this Order shall take effect immediately. The Debtors have no authority to and shall not use cash collateral upon or after the expiration or earlier termination of the Breda Second Cash Collateral Period and the Tempo Dulu Second Cash Collateral Period, respectively, absent further order of the Court. The Debtors expressly reserve their rights to seek continued use of cash collateral after the expiration of the Breda Second Cash Collateral Period and the Tempo Dulu Second Cash Collateral Period (or after the earlier termination of the use of cash collateral) on the terms set forth herein or on modified terms. 3.During the entirety of the Breda Second Cash Collateral Period and the TempoDulu Second Cash Collateral Period, the Debtors’ use of cash collateral by each Debtor shall be limited to 110 percent (110%) of the aggregate expenditures as set forth in the Breda Cash Plan and the Tempo Dulu Cash Plan, respectively, with recognition that the timing of revenue and expenses may be slightly

4 different than as projected, provided,
different than as projected, provided, however, that no expenditures in excess of what is provided for in the Breda Cash Plan or the Tempo Dulu Cash Plan may be Case 18-20157 Doc 152 Filed 08/30/18 Entered 08/30/18 15:37:55 Desc Main Document Page 3 of 5 made for Members Draw. 5. BHBT, KCA, Funding Circle and CP Lending shall have the rights granted under § 552(b) to the extent provided under such section. The Debtors are currently operating “lodging 6. The Debtors shall remain current in relation to post-petition payments for insurance coverage and post-petition property taxes, provided, however, that such payments relating to the same shall be made when due in the ordinary course of the Debtors’ businesses. 7. American Express and the PayPal Parties shall remit to the Debtors the full amount of any charges that would otherwise be subject to the rights of American Express or the PayPal Parties to hold certain amounts as provided for by the terms of their respective loan documents. 8. BHBT shall have the right of reasonable physical access to the hotel properties operated by the Debtors, and BHBT and the Debtors shall coordinate in good faith regarding the timing of such access to minimize disruptions to the Debtors’ business operations. 9. This Order shall be binding upon and inure to the benefit of any lender identified in the Motion and the Debtors and their respective successors and assigns, including, without any limitation, any trustee, responsible officer, examiner, estate administrator or representative, or similar person appointed in a case for any of the Debtors under any chapter of the BaCode. No rights are entered under this Order for the benefit of any other creditor of any Debtor, any other

5 party in interest in any of the Debtors’
party in interest in any of the Debtors’ bankruptcy cases, or any other person or entities, or any direct, indirect or incidental beneficiaries thereof. 10. The terms and conditions of this Order shall be effective and immediately enforceable upon its entry by the Clerk of the Court. Case 18-20157 Doc 152 Filed 08/30/18 Entered 08/30/18 15:37:55 Desc Main Document Page 4 of 5 11.The provisions of this Order and any actions taken pursuant hereto shall surviveentry of any orders which may be entered confirming any plan of reorganization or which may be entered converting any chapter 11 case to a case under chapter 7 of the Bankruptcy Code or the appointment of a chapter 11 trustee in one or both of the Debtors’ cases, subject to the provisions 12.The terms and provisions of this Order shall: (a) continue in this or any othersuperseding case under the Bankruptcy Code; (b) be valid and binding on all parties in interest, including, without limitation, any official committee appointed in one or both of these cases, any chapter 11 trustee, examiner or chapter 7 trustee; and (c) continue, notwithstanding any dismissal of one or both of the Debtors’ bankruptcy cases (and any such order of dismissal shall so provide), and all claims and liens shall maintain their priority as provided by this Order until the obligations are satisfied in full. 13.The Debtors’ rights to use cash collateral shall expire at the expiration of the BredaSecond Cash Collateral Period and the Tempo Dulu Second Cash Collateral Period, unless extended by further order of this Court or by written consent of the parties “So Ordered” by the Case 18-20157 Doc 152 Filed 08/30/18 Entered 08/30/18 15:37:55 Desc Main Document Page 5 o