shl Doc 1292 Filed 06/28/12 Entered 06/28/12 15:26:21 Main Document Pg 1 of 14

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1 Pg 1 of 14 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 MSR RESORT GOLF COURSE LLC, et al., 1 Case No (SHL Debtors. Jointly Administered ORDER APPROVING SETTLEMENT WITH FLORIDA PRITIKIN CENTER LLC Upon the motion (the Motion 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of an order (this Order (a approving the terms of the Settlement, incorporated herein and (b authorizing the Debtors to perform any and all obligations contemplated in the Settlement, all as more fully set forth in the Motion; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found that 1 2 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number include: MSR Resort Golf Course LLC (7388; MSR Biltmore Resort, LP (5736; MSR Claremont Resort, LP (5787; MSR Desert Resort, LP (5850; MSR Grand Wailea Resort, LP (5708; MSR Resort Ancillary Tenant, LLC (9698; MSR Resort Biltmore Real Estate, Inc. (8464; MSR Resort Desert Real Estate, Inc. (9265; MSR Resort Hotel, LP (5558; MSR Resort Intermediate Mezz GP, LLC (3864; MSR Resort Intermediate Mezz LLC (7342; MSR Resort Intermediate Mezz, LP (3865; MSR Resort Intermediate MREP, LLC (9703; MSR Resort Lodging Tenant, LLC (9699; MSR Resort REP, LLC (9708; MSR Resort Senior Mezz GP, LLC (9969; MSR Resort Senior Mezz LLC (7348; MSR Resort Senior Mezz, LP (9971; MSR Resort Senior MREP, LLC (9707; MSR Resort Silver Properties, LP (5674; MSR Resort SPE GP II LLC (5611; MSR Resort SPE GP LLC (7349; MSR Resort Sub Intermediate Mezz GP, LLC (1186; MSR Resort Sub Intermediate Mezz LLC (7341; MSR Resort Sub Intermediate Mezz, LP (1187; MSR Resort Sub Intermediate MREP, LLC (9701; MSR Resort Sub Senior Mezz GP, LLC (9966; MSR Resort Sub Senior Mezz LLC (7347; MSR Resort Sub Senior Mezz, LP (9968; and MSR Resort Sub Senior MREP, LLC (9705. The location of the debtors service address is: c/o CNL-AB LLC, 1251 Avenue of the Americas, New York, New York Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. K&E

2 Pg 2 of 14 the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Court having found that the Debtors provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. Pursuant to Bankruptcy Rule 9019 and sections 363 of the Bankruptcy Code, the Settlement is authorized and approved in its entirety. 3. The Debtors are authorized to implement the Settlement and take any and all actions reasonably necessary or appropriate to consummate the Settlement. 4. The Selling Debtors shall pay Pritikin $1.75 million in full satisfaction of the Pritikin Cure Claims within five (5 business days of the entry of this Order; provided, however, that such payment will be subject to a set off of $696, for Room Charges (as such term is defined in that certain Group Room Agreement, dated March 12, 2009 owed through the Closing Date. 5. The Selling Debtors shall waive and release any and all claims and causes of action against Pritikin for rent for room commitment shortfalls prior to and through 2011, including the asserted $117, due for room commitment shortfalls in 2011, arising under the Pritikin Documents; provided, that such waiver and release shall not affect any other rights under contract or otherwise that the Purchaser may have as assignee landlord and Purchaser under all covenants, warranties, representations, and agreements arising under or related to the Pritikin Documents or applicable law. K&E

3 Pg 3 of The Selling Debtors shall grant Pritikin a complete waiver and release of any and all claims and causes of action in existence under the Pritikin Documents and applicable law through the Closing Date with Purchaser with the exception of any claims for rent for room commitment shortfalls arising after 2011, and any claims for Room Charges through the Closing Date; provided, however, that such waiver and release shall expressly exclude all obligations and agreements under the Settlement, and shall expressly exclude any and all of the Purchaser s contractual and other rights as assignee landlord and Purchaser under all covenants, warranties, representations, and agreements arising under or related to the Pritikin Documents or applicable law. 7. Pritikin shall grant the Selling Debtors a complete waiver and release of any and all claims and causes of action in existence under the Pritikin Documents and applicable law through the Closing Date with Purchaser; provided, however, that such waiver and release shall expressly exclude all obligations and agreements under the Settlement, and shall expressly exclude any and all of the Purchaser s contractual and other legal obligations and duties as assignee landlord and Purchaser under all covenants, warranties, representations, and agreements arising under or related to the Pritikin Documents or applicable law. 8. The Selling Debtors hereby represent and warrant that they have not assigned or otherwise transferred in whole or in part any of the pre-closing Date claims and causes of action that may have existed against Pritikin under the Pritikin Documents or applicable law that were waived and released herein. 9. The Stipulation between the Debtors and Pritikin shall continue in full force and effect. K&E

4 Pg 4 of Notwithstanding Bankruptcy Rules 6004(a and 6004(h, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 11. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated: June 27, 2012 New York, New York /s/ Sean H. Lane THE HONORABLE SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE K&E

5 Pg 5 of 14 EXHIBIT 1

6 Pg 6 of 14 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 MSR RESORT GOLF COURSE LLC, et al., 1 Case No (SHL Debtors. Jointly Administered STIPULATION AND AGREED ORDER REGARDING FLORIDA PRITIKIN CENTER LLC S CURE OBJECTION The above-captioned debtors and debtors in possession (collectively, the Debtors and Florida Pritikin Center LLC ( Pritikin (collectively with the Debtors, the Parties, by and through their respective counsel, hereby enter into this stipulation and agreed order (this Stipulation and Order. Recitals WHEREAS, on February 1, 2011, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code, and the cases are being jointly administered under the lead case In re MSR Resort Golf Course LLC [Case No ]; 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number include: MSR Resort Golf Course LLC (7388; MSR Biltmore Resort, LP (5736; MSR Claremont Resort, LP (5787; MSR Desert Resort, LP (5850; MSR Grand Wailea Resort, LP (5708; MSR Resort Ancillary Tenant, LLC (9698; MSR Resort Biltmore Real Estate, Inc. (8464; MSR Resort Desert Real Estate, Inc. (9265; MSR Resort Hotel, LP (5558; MSR Resort Intermediate Mezz GP, LLC (3864; MSR Resort Intermediate Mezz LLC (7342; MSR Resort Intermediate Mezz, LP (3865; MSR Resort Intermediate MREP, LLC (9703; MSR Resort Lodging Tenant, LLC (9699; MSR Resort REP, LLC (9708; MSR Resort Senior Mezz GP, LLC (9969; MSR Resort Senior Mezz LLC (7348; MSR Resort Senior Mezz, LP (9971; MSR Resort Senior MREP, LLC (9707; MSR Resort Silver Properties, LP (5674; MSR Resort SPE GP II LLC (5611; MSR Resort SPE GP LLC (7349; MSR Resort Sub Intermediate Mezz GP, LLC (1186; MSR Resort Sub Intermediate Mezz LLC (7341; MSR Resort Sub Intermediate Mezz, LP (1187; MSR Resort Sub Intermediate MREP, LLC (9701; MSR Resort Sub Senior Mezz GP, LLC (9966; MSR Resort Sub Senior Mezz LLC (7347; MSR Resort Sub Senior Mezz, LP (9968; and MSR Resort Sub Senior MREP, LLC (9705. (Continued

7 Pg 7 of 14 WHEREAS, on or about November 23, 2011, Pritikin executed and delivered an Estoppel Certificate to the Debtors and to the proposed stalking horse bidder, Trump Endeavor 12 LLC, in connection with the proposed sale (the Doral Sale of the Doral Golf Resort & Spa (the Doral ; WHEREAS on December 2, 2011, the Debtors filed the Amended Motion to Approve Motion of MSR Resort Golf Course LLC, et al., for Entry of a Sale Procedures Order and a Sale Order in Connection with the Sale of the Doral Golf Resort & Spa [Docket No. 881] (the Sale Motion in support of the Doral Sale; WHEREAS the Sale Motion set forth certain procedures for assuming and assigning executory contracts and unexpired leases (the Assumption and Assignment Procedures in connection with the Doral Sale; WHEREAS on December 20, 2011, the Court approved the Assumption and Assignment Procedures through the Order (A Approving and Authorizing Bidding Procedures with Stalking Horse Bid Protections in Connection with the Sale of the Doral Golf Resort & Spa; (B Approving the Form and Manner of Notice of the Sale by Auction and Sale Hearing; and (C Scheduling the Sale Hearing and Other Related Dates and Deadlines [Docket No. 920] (the Sale Procedures Order ; WHEREAS on February 15, 2012, the Debtors filed the Supplemental Notice of Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases [Docket No. 1020] (the Supplemental Cure Notice, providing notice to Pritikin of the Selling Debtors (as defined in the Sale Motion intention to assume and assign the Pritikin Documents The location of the debtors service address is: c/o CNL-AB LLC, 1251 Avenue of the Americas, New York, New York

8 Pg 8 of 14 (as defined in that certain Amended and Restated Purchase and Sale Agreement, dated as of November 29, 2011, and effective as of October 7, 2011 (the Purchase Agreement, with the Debtors listing no cure amounts or defaults to be cured with respect to the Pritikin Documents; WHEREAS on February 27, 2012, Pritikin filed Florida Pritikin Center LLC s Verified Limited Objection to the Proposed Assumption and Assignment of Certain Pritikin-Related Assigned Contracts in Accordance with the Sale Procedures Order, Assignment Procedures, and Supplemental Notice of Proposed Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of the Doral Golf Resort & Spa [Docket No. 1051], objecting to the failure to include the alleged required cure amounts and to identify the alleged defaults to be cured with respect to the Pritikin Documents in the Supplemental Cure Notice (the Pritikin Cure Objection ; WHEREAS on March 2, 2012, the Debtors represented to the Court that the Pritikin Cure Objection was not an objection to the Doral Sale, and that the Parties had agreed to continue the Pritikin Cure Objection for consideration at the April 3, 2012, omnibus hearing, which was further continued to the May 17, 2012, omnibus date for consideration; WHEREAS on March 2, 2012, the Court entered the Order Authorizing and Approving (A the Sale of Certain of the Debtors Assets Free and Clear of Interests, (B Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases to the Purchaser, and (C the Rejection of the Marriott Agreements [Docket No. 1070] (the Sale Order authorizing the Debtors to assume and assign the Pritikin Documents and permitting, pursuant to paragraph 10(b of the Sale Order, the Parties to agree on the amount of any cure payments and any cure of defaults required for the Pritikin Documents to be assumed and assigned; WHEREAS, the Debtors do not agree with the assertions in the Pritikin Cure Objection; 3

9 Pg 9 of 14 WHEREAS the Parties have continued to negotiate in good faith towards a consensual resolution of the Pritikin Cure Objection and on June 5, 2012, the Parties announced in open court that the Parties reached agreement on a comprehensive settlement of the Pritikin Cure Objection, subject to proper notice, hearing and Court approval; WHEREAS, because the proposed settlement and comprehensive resolution of the Pritikin Cure Objection will not be approved by the Court until after the scheduled June 11, 2012, closing of the Doral Sale, the Parties have hereby agreed pursuant to paragraph 10(b of the Sale Order that the Debtors may nevertheless close the Doral Sale prior to the approval of the settlement and comprehensive resolution of the Pritikin Cure Objection or any actual cure or compensation in accordance with section 365(b(1 of the Bankruptcy Code; provided, however, that the Selling Debtors shall provide adequate assurance that post-closing of the Doral Sale they will promptly cure any pre-doral Sale defaults and provide adequate assurance that post-closing of the Doral Sale they will promptly compensate for any pre-doral Sale actual pecuniary loss resulting from any pre-doral Sale defaults by: (a the Selling Debtors making such cure and compensation payment to Pritikin in accordance with the Parties June 5, 2012, comprehensive settlement agreement (subject to Court approval after appropriate notice, hearing, and order or as the Court shall otherwise determine after a contested hearing, (b the Selling Debtors placing $2 million of Doral Sale proceeds in a segregated account which shall constitute an escrow to be held and used to satisfy or partially satisfy the settlement payment to Pritikin in accordance with the Parties settlement (subject to Court approval after appropriate notice, hearing, and order or as the Court shall otherwise determine after contested hearing (it being understood and agreed that these escrowed proceeds shall not serve as, and are not intended to establish, a cap or floor with respect to any cure and compensation payment that 4

10 Pg 10 of 14 Pritikin may be entitled and that Pritikin agreed to this escrow procedure solely to facilitate the Doral Sale process, and (c as currently provided under the Pritikin Lease Agreement dated March 12, 2009 (the Pritikin Lease, the Group Room Agreement dated March 12, 2009 (the Group Room Agreement, and applicable law, Pritikin having the authority to exercise its selfhelp rights as tenant and contract-counterparty under the Pritikin Lease, the Group Room Agreement, and applicable law to cure any or all of the pre-sale maintenance, repair, and/or, operational defaults at the Doral at Pritikin s sole expense and discretion; WHEREAS, as set forth below, the Parties have agreed to deem the Pritikin Documents assumed and assigned under the Purchase Agreement effective as of the Doral Sale closing date, notwithstanding the pendency of the Pritikin Cure Objection, but expressly subject to the terms and conditions of this Stipulation and Order. 5

11 Pg 11 of 14 Stipulation NOW, IT IS THEREFORE STIPULATED AND AGREED, by the Parties as follows: 1. Assumption of the Pritikin Documents by the Selling Debtors and assignment to Trump Endeavor 12 LLC is deemed effective as of the closing date of the Doral Sale, and the Parties agree pursuant to paragraph 10(b of the Sale Order that the Selling Debtors have provided to Pritikin adequate assurance of prompt cure and compensation under sections 365(b(1(A and (B of the Bankruptcy Code by (a the Selling Debtors making such cure and compensation payment to Pritikin in accordance with the Parties June 5, 2012, comprehensive settlement agreement (subject to Court approval after appropriate notice, hearing, and order or as the Court shall otherwise determine after a contested hearing, (b the Selling Debtors placing $2 million of Doral Sale proceeds in a segregated account which shall constitute an escrow to be held and used to satisfy or partially satisfy the settlement payment to Pritikin in accordance with the Parties settlement (subject to Court approval after appropriate notice, hearing, and order or as the Court shall otherwise determine after contested hearing (it being understood and agreed that these escrowed proceeds shall not serve as, and are not intended to establish, a cap or floor with respect to any cure and compensation payment that Pritikin may be entitled and that Pritikin agreed to this escrow procedure solely to facilitate the Doral Sale process, and (c as currently provided under the Pritikin Lease, the Group Room Agreement, and applicable law, Pritikin having the authority to exercise its self-help rights as tenant and contract-counterparty under the Pritikin Lease, the Group Room Agreement, and applicable law to cure any or all of the pre-sale maintenance, repair, and/or, operational defaults at the Doral at Pritikin s sole expense and discretion, notwithstanding the pendency of the Pritikin Cure Objection. 6

12 Pg 12 of The Parties shall promptly file and prosecute a motion to approve the comprehensive settlement reached on the record on June 5, 2012, to resolve the Pritikin Cure Objection. 3. The Parties agree that the cure amounts and compensation amounts due Pritikin (if any shall first be satisfied, or partially satisfied, and paid from the $2 million of Doral Sale proceeds that are placed in escrow in a segregated account, and in any event, all such payments shall be treated and paid as Pritikin administrative expense claims against the Selling Debtors. 4. This Stipulation and Order shall not be modified, altered, amended, or vacated without written consent of all Parties hereto. Any such modification, alteration, amendment, or vacation, in whole or in part, shall be subject to the approval of the Court. 5. This Stipulation and Order contains the entire agreement by and between the Parties with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into the Stipulation and Order. 6. Each of the undersigned represents that he or she is authorized to execute the Stipulation and Order on behalf of its respective Party. 7. This Stipulation and Order may be executed in multiple counterparts, any of which may be transmitted by facsimile or electronic mail, and each of which shall be deemed an original, but all of which together shall constitute one instrument. 8. The Debtors are authorized to take all actions necessary to effectuate the relief provided by this Stipulation and Order. 9. The terms and conditions of the Stipulation and Order shall be immediately effective and enforceable upon its entry. 7

13 Pg 13 of The Court retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of the Stipulation and Order. [Remainder of Page Intentionally Left Blank] 8

14 Pg 14 of 14 MSR RESORT GOLF COURSE LLC AND ITS AFFILIATED DEBTORS AND DEBTORS IN POSSESSION By: /s/ Jonathan Shumaker Jonathan Shumaker Title: Vice President FLORIDA PRITIKIN CENTER LLC By: /s/ Paul Bennett Bran, Esq. Paul Bennett Bran, Esq. (Pro Hac Vice Admission Howard N. Feldman, Esq. (Pro Hac Vice Admission Mary Kim, Esq. (Pro Hac Vice Admission DICKSTEIN SHAPIRO LLP 1825 Eye Street, N.W. Washington, D.C Telephone: ( Facsimile: ( Title: Counsel to Florida Pritikin Center LLC SO ORDERED Dated:, 2012 New York, New York THE HONORABLE SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE

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